EX-10.JJ
                           MASTER SERVICES AGREEMENT
















                            MASTER SERVICES AGREEMENT

                                 between each of

                          SAFETY-KLEEN SERVICES, INC.,

                       ELECTRONIC DATA SYSTEMS CORPORATION

                                       and

                         EDS INFORMATION SERVICES L.L.C.


                                 April 26, 2002


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                                TABLE OF CONTENTS


Article IA.    Condition Precedent, Background and Objectives..................5

         1.A.1    Condition Precedent..........................................5
         1.A.2    Background...................................................5
         1.A.3    Objectives...................................................7
         1.A.4    Construction.................................................8

Article I.  Relationship Management............................................8

         1.1      EDS Client Delivery Executive................................8
         1.2      SK Representative............................................9
         1.3      Steering Committee...........................................9
         1.4      Meetings.....................................................9
         1.5      Reports.....................................................10
         1.6      Technology Strategy and Process Improvement Plan............10
         1.7      Quality Assurance and Improvement Programs..................12
         1.8      Productivity and Management Tools...........................12
         1.9      Procedures Manual...........................................12
         1.10     Change Control..............................................13
         1.11     Software Development Methodologies..........................14

Article II.    Personnel......................................................15

         2.1      [Intentionally Left Blank.].................................15
         2.2      Personnel...................................................15
         2.3      Use of Subcontractors.......................................17
         2.4      Hiring of Employees.........................................19

Article III.   Services.......................................................19

         3.1      Term; Renewal...............................................19
         3.2      Services....................................................19
         3.3      Performance Metrics.........................................21
         3.4      SAS 70, SAS 80 and GAAP.....................................22
         3.5      Former Affiliates...........................................22
         3.6      Changes in amount of Services; Cooperation..................23
         3.7      Extraordinary Events........................................24
         3.8      Third Party Software........................................26
         3.9      Third-Party Products and Services...........................27
         3.10     Gain Sharing................................................27
         3.11     Additional Services.........................................27
         3.12     System Change...............................................29
         3.13     Benchmarking................................................29
         3.14     Executive Balanced Scorecard................................29
         3.15     Reliance on Instructions....................................31
         3.16     Licenses and Permits........................................31

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         3.17     Changes in Law and Regulations..............................31
         3.18     Dedicated Logical and Operating Environments................31
         3.19     Non-Competition.............................................32
         3.20     Management of Possible Conflict of Interest.................32

Article IV.    SK's Role......................................................32

         4.1      SK's Role...................................................32

Article V.     Equipment, Leases, Licenses, Maintenance.......................32

         5.1      Use of SK-Owned Equipment and SK-Leased Equipment...........32
         5.2      Use of SK Software and SK-Vendor Software...................33
         5.3      Software ...................................................33
         5.4      Equipment...................................................33
         5.5      Consents; Further Assurances................................34
         5.6      Additional Items of Property................................34

Article VI.    Warranties and Additional Covenants............................34

         6.1      Warranties and Additional Covenants.........................34
         6.2      Disclaimer of Warranties....................................38

Article VII.   Proprietary Rights.............................................38

         7.1      Software Definitions........................................38
         7.2      EDS Software................................................39
         7.3      EDS-Vendor Software.........................................40
         7.4      SK Software.................................................40
         7.5      SK-Vendor Software..........................................40
         7.6      Developed Software..........................................40
         7.7      Other Deliverables..........................................42
         7.8      EDS Development Tools; Residual Technology..................42
         7.9      Further Assurances..........................................42
         7.10     Limitation..................................................43
         7.11     Residual Knowledge..........................................43
         7.12     Documentation...............................................43
         7.13     Cooperation Upon Divestiture................................43
         7.14     Escrow Software.............................................43

Article VIII.     Data, Confidentiality and Audit Rights......................44

         8.1      Data of SK..................................................44
         8.2      Safeguarding Data and Backup................................44
         8.3      Privacy Laws................................................45
         8.4      Confidentiality.............................................45
         8.5      Audits.  ...................................................49

Article IX.    Payments.......................................................51

         9.1      Charges for Services........................................51
         9.2      Travel and Travel-Related Expenses..........................52

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         9.3      Other Out-of-Pocket Expenses................................52
         9.4      Administrative Expenses.....................................52
         9.5      Certain Expenses............................................52
         9.6      Charges for Additional Services.............................52
         9.7      Annual Adjustment to Charges................................53
         9.8      Time of Payment; Disputed Amounts...........................53
         9.9      Accountability..............................................53
         9.10     Set-Off.................................................... 53
         9.11     Taxes.......................................................53

Article X.     Dispute Resolution.............................................55

         10.1     Informal Dispute Resolution.................................55
         10.2     Litigation..................................................57
         10.3     Continued Performance.......................................57
         10.4     Governing Law...............................................58

Article XI.    Termination....................................................58

         11.1     Termination for Cause.......................................58
         11.2     Termination for Convenience.................................59
         11.3     Additional Grounds for Termination..........................59
         11.4     Extension of Termination Effective Date.....................60
         11.5     Termination/Expiration Assistance...........................60
         11.6     SK Failure to Perform.......................................62

Article XII.   Indemnities and Liability......................................63

         12.1     Indemnity by EDS............................................63
         12.2     Indemnity by SK.............................................64
         12.3     Additional Indemnities......................................64
         12.4     Infringement................................................65
         12.5     Indemnification Procedures..................................65
         12.6     Subrogation.................................................66
         12.7     Liability Restrictions......................................67
         12.8     Waiver of Jury Trial........................................66

Article XIII.     Insurance; Disaster Recovery................................68

         13.1     Insurance...................................................68
         13.2     Disaster Recovery...........................................69

Article XIV.      Miscellaneous...............................................69

         14.1     Right to Engage in Other Activities.........................69
         14.2     Independent Contractors.....................................69
         14.3     Entire Agreement; Survival..................................70
         14.4     Amendments; Waiver..........................................70
         14.5     Binding Nature; Assignment..................................70
         14.6     Export Regulations..........................................70
         14.7     Approvals and Similar Actions. .............................71

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         14.8     Notices.....................................................71
         14.9     Excused Performance.........................................72
         14.10    Public Relations and Marketing References...................73
         14.11    Certain Construction Rules..................................73
         14.12    Third Party Beneficiaries...................................74
         14.13    Covenant Against Pledging...................................74
         14.14    Entire Agreement........................................... 74




Schedules

Schedule of Definitions
Schedule 1.5 - Reports
Schedule 1.10 - Change Control Procedures
Schedule 2.2(a) - Key Positions
Schedule 2.2(b) - Steering Committee
Schedule 2.2(a)(iv) - SK Competitors
Schedule 2.3 - Authorized Subcontractors
Schedule 3.2 - Services
Schedule 3.2(b) - SK Affiliates
Schedule 3.3(a) - Service Levels
Schedule 3.18 - Dedicated Logical and Operating Environments
Schedule 3.19 - Non-competition
Schedule 4.1 - SK's Role
Schedule 5.1 - SK-Owned Equipment and SK-Leased Equipment
Schedule 5.3 - Software
Schedule 5.4 - Equipment
Schedule 7.1(a) - EDS Software
Schedule 7.1(b) - EDS-Vendor Software
Schedule 7.1(c) - SK Software
Schedule 7.1(d) - SK-Vendor Software
Schedule 7.2 - Other Restrictions on Use
Schedule 9.1 - Charges
Schedule 9.7 - Annual Adjustment to Charges
Schedule 11.2 - Termination for Convenience


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                            MASTER SERVICES AGREEMENT


         THIS MASTER SERVICES AGREEMENT, dated as of April 26, 2002 (the
"Agreement"), is between each of Safety-Kleen Services, Inc., a Delaware
corporation (which includes the reorganized Safety-Kleen Services, Inc. when
applicable) ("SK"), Electronic Data Systems Corporation, a Delaware corporation
("EDS"), and EDS Information Services L.L.C., a Delaware limited liability
company ("EIS").

          ARTICLE IA. CONDITION PRECEDENT, BACKGROUND AND OBJECTIVES.
                      -----------------------------------------------

1A.1     CONDITION PRECEDENT.
         --------------------
         SK  is a  debtor-in-possession  in a  Chapter  11  reorganization  case
         pending in the  United  States  Bankruptcy  Court for the  District  of
         Delaware,  Case No. 00-2303 (PJW) (the "Bankruptcy  Case"). SK will use
         all  reasonable  efforts  to have  the  Agreement  and  the  applicable
         Schedules  approved by an order  entered in the  Bankruptcy  Case which
         order shall have become final and  non-appealable  (the "Final Order").
         Notwithstanding  anything in this Agreement to the contrary, SK and EDS
         agree that this signed Agreement shall only become effective as of that
         date the order  approving the Agreement  and the  applicable  Schedules
         shall have  become a Final  Order  (such  date shall be the  "Effective
         Date" as used herein).  Until the Effective Date, except as provided in
         the Letter of Intent effective as of January 15, 2002,  between each of
         SK, EDS and EIS, as amended  (the "Letter of  Intent"),  neither  Party
         shall have any obligation or liability to the other.  In the event such
         order does not become a Final Order,  this Agreement shall never become
         effective.  The Parties  mutually  agree that neither Party shall waive
         any of its  rights  under  this  Section,  either  by  its  actions  or
         otherwise,   unless  such  waiver  is  expressly   made  in  a  writing
         referencing  this Section and signed by the Parties.  SK agrees that it
         shall not propose nor consent to a plan of reorganization that 1) fails
         to provide for the effectiveness and binding nature of all the terms of
         the Agreement  after  confirmation  of the plan, and 2) fails to assume
         the Agreement and all its terms.

1A.2     BACKGROUND.
         ------------
         This  Agreement  is being made and entered  into with  reference to the
         following:

         (a)      SK is a  leading  provider  of  secure,  cost-effective  waste
                  treatment,  recycling  and disposal  services  that reduce the
                  environmental risk to their customers and preserve and protect
                  the Earth's  natural  resources.  SK delivers a  comprehensive
                  range  of  sophisticated  treatment,  recycling  and  disposal
                  services in the  industry.  This allows SK to serve  virtually
                  every  industrial  region  coast-to-coast  in both the  United
                  States and  Canada,  and to be a  single-source  provider  for
                  companies  looking to manage costs by reducing their number of

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                  suppliers.  SK focuses on both large-scale industrial disposal
                  and cleanup  for medium to large  customers,  and  small-scale
                  disposal for tens of thousands of smaller customers.

         (b)      SK desires to enter into an  arrangement  to have a  qualified
                  and experienced  service  provider  install various  financial
                  software for SK and for such service  provider to assist SK in
                  improving  various  of  its  processes.  Accordingly,  SK  has
                  solicited  proposals for the  performance of such functions by
                  issuance of a Request for Proposal for SK ("RFP").

         (c)      EDS  is  a  well-known  provider  of  information   technology
                  services.  EDS has the skills,  qualifications  and experience
                  necessary to perform and manage the  services  requested by SK
                  in the  RFP in an  efficient,  cost-effective  and  controlled
                  manner, with a high degree of quality and responsiveness,  and
                  it has performed similar services for other customers.

         (d)      EDS  has  extensive  experience  in  working  creatively  with
                  companies  dealing with the  complexities  and  challenges  of
                  bankruptcy proceedings.

         (e)      EDS has indicated to SK that it envisions a relationship  with
                  SK that transcends the traditional  client-vendor structure to
                  achieve a business relationship based on shared vision, shared
                  goals and objectives,  cultural  synergy,  and a commitment to
                  outstanding customer service.

         (f)      In  response  to the RFP,  EDS has  submitted  a  proposal  to
                  provide the  services  requested by SK in the RFP. In reliance
                  upon the  foregoing,  and  after  examination  of  competitive
                  proposals  submitted to SK by EDS and other providers,  SK has
                  selected EDS to provide the services covered by this Agreement
                  to SK. This Agreement documents the terms and conditions under
                  which SK agrees to purchase,  and EDS agrees to provide,  such
                  services.

         (g)      The  obligations  of EDS set forth in this  Agreement  will be
                  performed  by EDS,  itself and through its direct and indirect
                  wholly-owned  subsidiaries,  including  EIS. All references to
                  EDS in this  Agreement  will be  deemed  to  include  all such
                  subsidiaries,  and  EDS  and  SK may be  referred  to in  this
                  Agreement  individually  as a  "Party"  and  together  as  the
                  "Parties".

         (h)      The  Parties  hereto  hereby  acknowledge  and agree that this
                  Agreement  is being  entered  into in order for services to be
                  provided by EDS to SK's Yellow Business (which term shall mean
                  the  part of the  business  of SK that is as of the  Effective
                  Date referred to by SK as the Yellow Business, which generally
                  provides  cleaner  services  for parts  and other  specialized
                  services to automotive  repair,  commercial and  manufacturing
                  customers.) and it is not intended for services to be provided
                  to SK's Blue  Business  (which term shall mean the part of the
                  business of SK that is as of the Effective Date referred to by
                  SK as the

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                  Blue  Business,   which  generally   provides   hazardous  and
                  non-hazardous waste collection, treatment, recycling, disposal
                  and  destruction  of  hazardous  and   non-hazardous   waste);
                  provided,  however,  that certain services provided  hereunder
                  may be provided for a limited time on a limited  basis to SK's
                  Blue  Business if such services are provided as a part of, and
                  ancillary to, services being provided to SK's Yellow Business.
                  Under no  circumstances,  will the sale of SK's Blue  Business
                  constitute  a breach of this  Agreement or provide EDS or SK a
                  right to terminate this Agreement.

1A.3     OBJECTIVES.
         -----------
         SK and EDS have  agreed  upon  certain  goals and  objectives  for this
         Agreement, including the following:

         (a)      Streamlining  SK's  financial  processes  to achieve near term
                  results and  maximize  the  benefits of its planned  financial
                  software deployment;

         (b)      Reduction  in  current  and  future  operational  costs  to  a
                  competitive, open-market level;

         (c)      Realization of improvement in operational  processes and costs
                  during the term of the Agreement;

         (d)      Achievement of improved  quality and service levels which will
                  meet sound practices for both value and customer satisfaction;

         (e)      Expansion  of access to skills and  resources  to support  its
                  existing   technical   environment   and  growth   into  newer
                  technologies;

         (f)      Permitting SK to focus on its core  competencies and strategic
                  planning  and  integration  of new  technologies  and business
                  opportunities;

         (g)      Obtaining  better   information   technology   management  and
                  practices;

         (h)      A flexible and highly responsive  contractual  relationship to
                  meet SK's changing requirements and business environment;

         (i)      Variable pricing of certain Services to enable SK to implement
                  a  consumption-based  expense  structure  where actual  demand
                  drives actual costs;

         (j)      Transfer  to EDS  of  the  responsibility  for  providing  the
                  Services;

         (k)      A  valued   relationship   with  EDS   whereby   EDS   remains
                  knowledgeable  and an  active  participant  in  SK's  business
                  industry and remains  committed to the business success of SK;
                  and

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         (l)      Obtaining the benefits that EDS can bring in leveraging  other
                  strategic partners and vendors to ensure that SK benefits from
                  such relationships.

1A.4     CONSTRUCTION.
         -------------
         (a)      The provisions of this Article 1A are intended to be a general
                  introduction  to this Agreement and are not intended to expand
                  the scope of the Parties'  obligations under this Agreement or
                  to alter the plain meaning of the terms and conditions of this
                  Agreement.  However, to the extent the terms and conditions of
                  this Agreement do not address a particular circumstance or are
                  otherwise unclear or ambiguous,  such terms and conditions are
                  to be  interpreted  and  construed so as to give effect to the
                  provisions in this Article 1A.

         (b)      Terms other than those defined in the Agreement shall be given
                  their plain  English  meaning,  and those terms,  acronyms and
                  phrases known in the information  technology services industry
                  shall be interpreted in accordance  with their generally known
                  meanings.   Unless  the  context  otherwise  requires,   words
                  importing the singular include the plural and vice-versa.

         (c)      References to "Article," "Section,"  "Subsection,"  "Schedule"
                  or  "Attachment"  shall be references to an Article,  Section,
                  Subsection,   Schedule  or   Attachment   of  the   Agreement,
                  respectively, unless otherwise specifically stated.

         (d)      The headings in the Agreement are intended to be for reference
                  purposes  only and shall in no way be  construed  to modify or
                  restrict any of the terms or provisions of the Agreement.

         (e)      For  convenience  of  reference,  the Schedule of  Definitions
                  attached hereto sets forth the capitalized terms that are used
                  in this Agreement and identifies the sections  hereof in which
                  the definitions for such terms appear.

         (f)      The term  "Agreement"  includes all Schedules and  Attachments
                  hereto.

                       ARTICLE I. RELATIONSHIP MANAGEMENT
                       ----------------------------------

1.1      EDS CLIENT DELIVERY EXECUTIVE.  During the term of this Agreement,  EDS
         will  provide an  individual  who will be  primarily  dedicated to SK's
         account and who will maintain an office at SK's  facilities  located in
         Columbia, SC or such other SK headquarters location as may be agreed by
         the  parties  (the "EDS  Client  Delivery  Executive").  The EDS Client
         Delivery  Executive  (a)  will  be  acceptable  to  SK,  in  SK's  sole
         discretion,  (b) will be the primary contact for SK in dealing with EDS
         under this Agreement, (c) will have overall responsibility for managing
         and coordinating the delivery of the Services,  (d) will meet regularly
         with the SK Representative and (e) will have the power and authority to

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         make  decisions  with  respect  to  actions  to be  taken by EDS in the
         ordinary course of day-to-day  management of SK's account in accordance
         with this Agreement. The initial EDS Client Delivery Executive shall be
         the individual set forth on Schedule 2.2(a).

1.2      SK REPRESENTATIVE. During the term of this Agreement, SK will designate
         a senior level individual who will be authorized to act as SK's primary
         contact for EDS in dealing  with SK under this  Agreement  and who will
         have the power and authority to make  decisions with respect to actions
         to be taken by SK under this Agreement (the "SK  Representative").  The
         SK  Representative  may  designate  in writing a  reasonable  number of
         additional SK employees to be points of contact for EDS with respect to
         particular matters of expertise relating to this Agreement.

1.3      STEERING COMMITTEE. EDS and SK will provide the other with the names of
         two and three members,  respectively,  of their  respective  management
         staff  (inclusive  of the  EDS  Client  Delivery  Executive  and the SK
         Representative)  who will serve on a steering  committee (the "Steering
         Committee"),   with  the  chairman  of  the  Steering  Committee  being
         designated  by SK from one of its  committee  members.  The  titles and
         experience of the EDS representatives shall be reasonably acceptable to
         SK.  The  Steering  Committee  will be  responsible  for (a)  generally
         overseeing  the  performance  of each  Party's  obligations  under this
         Agreement  and  (b)  making,  and  providing   continuity  for  making,
         strategic   decisions  for  SK  with  respect  to  the   establishment,
         prioritization,  budgeting  and  implementation  of SK's  existing  and
         future  plans  for   information   technology   and  business   process
         improvement,  including its use of the Services. The initial members of
         the Steering  Committee are set forth on Schedule 2.2(b). SK may change
         its  representatives  on the Steering  Committee from time to time upon
         written notice to EDS.  Except for the EDS Client  Delivery  Executive,
         EDS may change its  representative or  representatives  on the Steering
         Committee from time to time upon written notice to SK. In addition, the
         Parties may mutually agree to increase or decrease the size, purpose or
         composition  of the  Steering  Committee in an effort for EDS to better
         provide,  and for SK to better utilize,  the Services.  The location of
         the  Steering  Committee  meetings  will  alternate  between a mutually
         acceptable SK location and a mutually  acceptable  EDS  location.  Upon
         SK's reasonable request, the EDS representatives  shall attend any such
         meetings in person. Each Party will bear the costs of its participation
         in such  meetings.  The Steering  Committee  shall have no authority to
         modify the Agreement.

1.4      MEETINGS.  Within ten (10) days of the  Effective  Date,  the  Steering
         Committee will determine an appropriate set of periodic  meetings to be
         held by them or other  representatives of the Parties involved with the
         performance  of the Services and the procedures to be followed for such
         meetings,  including the  preparation of agenda and minutes.  EDS shall
         permit the  inclusion  on the agenda  for a  particular  meeting of any
         ideas that SK desires to have included. At a minimum, the meetings will
         consist of an annual  Steering  Committee  meeting to conduct a quality
         review of the Services and  quarterly  Steering  Committee  meetings to
         discuss,  among other things,  the strategic  objectives of the Parties
         and to engage in long-range planning.

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1.5      REPORTS.  Within 30 days after the  Effective  Date,  the parties shall
         agree upon an appropriate  set of periodic  reports to be issued by EDS
         to SK, in addition to those listed on Schedule 1.5,  including  reports
         addressing  performance,  financial  matters,  utilization  and  status
         reports.  Such reports shall be issued at the frequency and contain the
         level of detail reasonably  requested by SK. Unless otherwise requested
         by requested by SK such reports shall be no less  comprehensive  and be
         issued no less  frequently  than the reports  received by SK before the
         Effective  Date. EDS shall provide SK with  suggested  formats for such
         reports,  for SK's review and approval.  As one such report,  EDS shall
         provide a monthly  performance  report,  which shall be delivered to SK
         within  fifteen  (15)  days  after  the  end of  each  calendar  month,
         describing  EDS'  performance  of the services in the  preceding  month
         (such report the "Monthly Performance Report"). The Monthly Performance
         Report shall:

         (a)      separately  address  EDS'  performance  in  each  area  of the
                  Services;

         (b)      for each area of the Services,  assess the degree to which EDS
                  has attained or failed to attain the  pertinent  objectives in
                  that area, including  measurements with respect to the Service
                  Levels;

         (c)      explain  deviations from the Service Levels and include a plan
                  for corrective action where appropriate;

         (d)      describe  the  status  of  any  projects,  problem  resolution
                  efforts, and other initiatives;

         (e)      set  forth a record of all  material  Equipment  and  Software
                  changes that  pertain to the  Services  and  describe  planned
                  changes   during  the  upcoming  month  that  may  affect  the
                  Services;

         (f)      set  forth  the  utilization  of  resources  for the month and
                  report on utilization trends and statistics; and

         (g)      include such  documentation  and other  information  as SK may
                  reasonably request to verify compliance with the Agreement.

1.6      TECHNOLOGY STRATEGY AND PROCESS IMPROVEMENT PLAN.
         -------------------------------------------------

         The Parties shall  jointly  prepare an annual  technology  strategy and
         process  improvement  plan in  accordance  with the  provisions of this
         Section (such plan the "Technology and Process  Improvement Plan"). The
         Technology and Process  Improvement  Plan shall address the information
         technology  requirements  of SK's current and future  technologies  and
         activities, and shall include recommended goals and actions for EDS and
         SK to take during the  current  year and the next three (3) years based
         upon SK's business needs and overall IT and business process  strategy.

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         Each  Technology  and  Process  Improvement  Plan after the first shall
         review and assess the  immediately  preceding  Technology  and  Process
         Improvement  Plan. The Technology  and Process  Improvement  Plan shall
         consist  of a  three-year  plan  and  annual  implementation  plans  as
         described below.

         (a)      THREE-YEAR  PLAN. The Technology and Process  Improvement Plan
                  shall  include  a   comprehensive   assessment  and  strategic
                  analysis of SK's then-current  information technology systems,
                  services and business  processes for the next three (3) years,
                  including,   but  not  limited  to,  an   assessment   of  the
                  appropriate direction for such systems, services and processes
                  in  light  of  SK's  business   priorities   and   strategies,
                  competitive   market   forces   and  SK's   business   process
                  improvement  strategy (to the extent such business information
                  is provided by SK to EDS).  The plan shall  include a specific
                  identification  of  proposed  business  process  improvements,
                  proposed  software and hardware  strategies and  direction,  a
                  cost  projection,  a  cost/benefit  analysis  of any  proposed
                  changes,     potential    price    performance     improvement
                  opportunities,  a description of the types of personnel  skill
                  and abilities needed to respond to any recommended  changes or
                  upgrades in  processes  or  technology,  a general  plan and a
                  projected  time  schedule for  developing  and  achieving  the
                  recommended   elements,    and   references   to   appropriate
                  information services operations platforms that support service
                  level  requirements  and exploit industry trends in production
                  capabilities.  The  Technology  and Process  Improvement  Plan
                  shall also  address  any issues  arising  from or  relating to
                  refresh issues regarding hardware and software.

         (b)      ANNUAL  IMPLEMENTATION  PLAN.  As  necessary  to  support  the
                  overall  objectives and directions of the three-year plan, the
                  annual  implementation plan shall provide specific guidance as
                  to the information services and business process requirements,
                  projects,  and plans for the upcoming year,  including details
                  on operations.  The annual implementation plan shall include a
                  summary review of EDS' performance of the Services in the year
                  then  concluding,  and shall make updates and revisions of the
                  long-term  plan as  appropriate  if the Term is  extended.  An
                  annual  implementation plan shall be prepared for each year of
                  the Agreement.

         (c)      DRAFTING RESPONSIBILITY. EDS shall submit to SK a draft of the
                  Technology  and Process  Improvement  Plan for SK's review and
                  approval which draft shall have been developed with assistance
                  from key  business  users from SK. EDS shall  submit the final
                  Technology  and Process  Improvement  Plan within  thirty (30)
                  days of receiving SK's  comments.  The draft of the Technology
                  and  Process  Improvement  Plan for the  first  year  shall be
                  provided  within six (6)  months of the  Effective  Date.  EDS
                  shall  recommend  modifications  to the Technology and Process
                  Improvement Plan as it deems appropriate, and shall revise the
                  Technology  and  Process  Improvement  Plan as  requested  and
                  approved  by SK.  Subject to the terms of the  Agreement,  EDS
                  will be

                                       11
<PAGE>

                  responsive to SK's initial and future technology requirements,
                  including  those   associated  with  the  Services,   and  any
                  transformation  of such  Services  related to new SK  business
                  strategies.

         (d)      The   Technology  and  Process   Improvement   Plan  shall  be
                  administered by a Technology and Process Improvement Committee
                  that shall be composed of four representatives of SK and three
                  representatives  of EDS.  This  Committee  shall meet at least
                  quarterly and shall report to the Steering Committee.

         (e)      Notwithstanding anything in this Agreement to the contrary, SK
                  will retain all strategic decision-making regarding its use of
                  technology and business processes.

1.7      QUALITY ASSURANCE AND IMPROVEMENT  PROGRAMS.  EDS, as part of its total
         quality management process,  shall provide continuous quality assurance
         and quality  improvement through (a) the identification and application
         of proven  techniques,  tools and sound  business  practices from other
         installations  within  its  operations  that  would  benefit  SK either
         operationally or financially,  and (b) the  implementation of programs,
         practices  and  measures  designed  at a  minimum  to  ensure  that the
         Services are performed in accordance  with the Agreement and to improve
         the Service  Levels.  Such  measurement  and  monitoring  shall  permit
         reporting at a level of detail sufficient to verify compliance with the
         Service Levels,  and shall be subject to audit by SK. EDS shall provide
         SK with information and reasonable  access to such tools and procedures
         upon request for purposes of verification.

1.8      PRODUCTIVITY AND MANAGEMENT TOOLS. EDS shall utilize project management
         tools,  productivity aids and project  management systems as reasonably
         necessary  to perform the  Services.  EDS shall use project  management
         tools in all major projects and employ a regular reporting mechanism to
         identify  project tasks,  present current status reports,  and identify
         potential bottlenecks and problems.

1.9      PROCEDURES MANUAL.
         ------------------
         Within 30 days of the Effective Date, the parties shall agree as to the
         general  scope and  format,  including  table of  contents,  of a draft
         procedures manual (the "Procedures  Manual") and shall agree as to when
         the initial draft of the Procedures  Manual will be delivered by EDS to
         SK for its comments and review.  The parties expect that the Procedures
         Manual will, at a minimum:

           (i)    Describe how EDS shall perform and deliver the Services  under
                  the  Agreement by functional  workgroup and the  documentation
                  (e.g.  operations manuals,  user guides,  specifications) that
                  provide further details of such activities.

                                       12
<PAGE>

          (ii)    Describe the  activities EDS proposes to undertake in order to
                  provide the Services, including those direction,  supervision,
                  monitoring,   staffing,   reporting,  planning  and  oversight
                  activities  normally  undertaken  by  service  providers  that
                  provide  services  of the type EDS  shall  provide  under  the
                  Agreement.

         (iii)    Include  descriptions  of the  acceptance  testing and quality
                  assurance  procedures  approved by SK, EDS' problem management
                  and  escalation  procedures,   and  the  other  standards  and
                  procedures  of EDS pertinent to SK's  interaction  with EDS in
                  obtaining the Services.

         The  Procedures  Manual shall be suitable  for use by SK to  reasonably
         understand the Services.

         (b)      Following  SK's  review of the draft  Procedures  Manual,  EDS
                  shall incorporate reasonable comments or suggestions of SK and
                  shall finalize the Procedures  Manual within  forty-five  (45)
                  calendar days of EDS' receipt of SK's final  written  comments
                  or suggestions.  The final Procedures  Manual shall be subject
                  to the approval of SK which approval shall not be unreasonably
                  withheld.   The  parties   acknowledge   and  agree  that  the
                  Procedures  Manual will be an evolving  document  with changes
                  being made to it from time to time. In this regard,  EDS shall
                  periodically  propose updates to (i) the Procedures  Manual to
                  reflect  changes in the  operations  or  procedures  described
                  therein,  and (ii) Schedules  5.3, 5.4,  7.1(a)-(d) to reflect
                  changes to the  Equipment  and Software  being used to provide
                  the Services.  Proposed updates of the Procedures Manual shall
                  be provided to SK for review, comment, and approval;  proposed
                  updates to such Schedules  shall be subject to Section 14.4 of
                  the  Agreement.  EDS shall  perform the Services in accordance
                  with the Procedures Manual. In the event of a conflict between
                  the provisions of the Agreement and the Procedures Manual, the
                  provisions of the Agreement  shall control  unless the Parties
                  expressly  agree  otherwise and such agreement is set forth in
                  the relevant portion of the Procedures Manual.

1.10     CHANGE CONTROL.
         ---------------
         (a)      EDS  shall   comply   with  the   following   change   control
                  requirements  with  respect to the general  operations  of the
                  Services:

                 (i)       Prior to using any new  Software or new  Equipment to
                           provide the  Services,  EDS shall have  verified that
                           the item has been properly installed, is operating in
                           accordance with its specifications, and is performing
                           its intended  functions in a reliable manner.  In the
                           event a change is  related to SK  Software,  SK shall
                           have the responsibility for change control management
                           of  such  Software  and  coordinating   with  EDS  as
                           reasonably necessary.

                                       13
<PAGE>

                 (ii)      EDS shall not take an action or make a decision  that
                           may have an  adverse  effect  on SK or that  that may
                           have an adverse effect on the function or performance
                           of, or may decrease the resource  efficiency  of, the
                           Services,    including    implementing   changes   in
                           technology or equipment  and software  configuration,
                           without first obtaining SK's approval (which approval
                           SK may  withhold  for any  change  that  may  have an
                           adverse  affect  on SK or the  Services  in its  sole
                           discretion).  EDS may make temporary changes required
                           by an  emergency  if it has been unable to contact an
                           appropriate  SK manager to obtain such approval after
                           making  reasonable  efforts.  EDS shall  document and
                           promptly report such emergency changes to SK.

                 (iii)     EDS shall move  programs  from  development  and test
                           environments   to   production   environments   in  a
                           controlled   and  documented   manner,   so  that  no
                           unauthorized   changes   are   introduced   into  the
                           programs.

                 (iv)      EDS shall make no changes to the  software  purchased
                           by SK without the prior written approval of SK.

         (b)      With respect to the provision of Services,  EDS shall not miss
                  time schedules, expand the scope of work, exceed billable hour
                  estimates or otherwise  modify or not meet any  provision of a
                  Statement of Work without  prior  written  approval of SK. The
                  prior  written  approval of SK shall be  obtained  through the
                  change control process set forth on Schedule 1.10.

         (c)      Within sixty (60) calendar days after the Effective  Date, EDS
                  shall  prepare  and  provide to SK change  control  procedures
                  detailing  (i) how EDS will comply with the  requirements  set
                  forth in Subsection (a) of this Section; (ii) any modification
                  EDS would propose to the procedure set forth on Schedule 1.10;
                  and  (iii)  how  it  will  otherwise  control  changes  to the
                  Services (such  procedures  collectively  the "Change  Control
                  Procedures").  The Change Control  Procedures  shall reflect a
                  sound-practices   change   management   process   for  the  SK
                  environments   and   shall   address,   at  a   minimum,   the
                  establishment  of  (i)  appropriate   communications   between
                  affected  parties (e.g.,  affected parties within SK), (ii) an
                  approved  back-out  plan for  each  change;  (iii)  documented
                  estimates of the impact of each change;  (iv) a high degree of
                  success through test plans and testing;  and (v) reporting on,
                  measurement  of and analysis of the changes  implemented.  The
                  Change  Control  Procedures may not modify or change the scope
                  of  Services  to be  provided  under,  or any  other  terms or
                  conditions  of, the Agreement.  The Change Control  Procedures
                  shall be provided to SK for review,  comment and approval, and
                  reasonable comments or suggestions of SK shall be incorporated
                  into the Change  Control  Procedures.  EDS shall  perform  the
                  Services in accordance with the Change Control Procedures.

1.11     SOFTWARE DEVELOPMENT  METHODOLOGIES.  EDS and SK will jointly implement
         and utilize written  software  development  methodologies in connection
         with  the  performance  of  their  respective  obligations  under  this
         Agreement. EDS may modify or replace such

                                       14
<PAGE>

                  development  methodologies  at any time after  consulting with
                  the  SK   Representative,   except   that  such   modified  or
                  replacement  methodologies may not increase or otherwise alter
                  in any material respect SK's obligations  under this Agreement
                  or  adversely  affect EDS'  performance  under this  Agreement
                  without the prior written consent of SK.

                             ARTICLE II. PERSONNEL
                                         ---------
2.1      [INTENTIONALLY LEFT BLANK.]

2.2      PERSONNEL.
         ----------
         (a)      KEY EDS POSITIONS.
                  ------------------
                  (i)      "Key EDS Positions"  shall be the positions set forth
                           as such in Schedule  2.2(a).  EDS shall cause each of
                           the personnel filling the Key EDS Positions to devote
                           all  necessary  time and effort to the  provision  of
                           Services   for  the  period   specified   in  Section
                           2.2(a)(iii).  Personnel  filling  Key  EDS  Positions
                           shall have  meaningful  compensation  incentives that
                           may  only  be  earned  as a  result  of  SK  customer
                           satisfaction. SK and EDS may mutually agree from time
                           to time to change the positions designated as Key EDS
                           Positions  under this  Agreement,  provided  that the
                           number  of Key EDS  Positions  shall not  exceed  the
                           number of Key EDS  Positions  specified  in  Schedule
                           2.2(a) as of the Effective  Date,  unless the Parties
                           mutually agree otherwise.

                 (ii)      Either SK or EDS may propose  that a  particular  EDS
                           employee fill a Key EDS Position. Before assigning an
                           individual  to a  Key  EDS  Position,  whether  as an
                           initial  assignment or a subsequent  assignment,  EDS
                           shall  notify SK of the  proposed  assignment,  shall
                           introduce   the    individual   to   appropriate   SK
                           representatives  (and,  upon  request,  provide  such
                           representatives with the opportunity to interview the
                           individual)  and shall  provide  SK with a resume and
                           other  information  about the  individual  reasonably
                           requested  by SK. If SK in good faith  objects to the
                           proposed  assignment,  the Parties  shall  attempt to
                           resolve SK's concerns on a mutually agreeable basis.

                (iii)      The personnel  approved as of the  Effective  Date to
                           fill the Key EDS  Positions  are  listed in  Schedule
                           2.2(a).  Personnel  filling Key EDS Positions may not
                           be  transferred   or  reassigned   until  a  suitable
                           replacement  proposed by EDS has been approved by SK.
                           With respect to the Key EDS Positions  (including the
                           EDS  Client  Delivery  Executive),  during  the first
                           twelve  (12)  months   following   their   assignment
                           (including  the assignment of any  replacement),  EDS
                           may not,  without SK's prior written  approval of the
                           replacement,  transfer or  reassign a person  filling
                           any such Key EDS Position unless (A) the

                                       15
<PAGE>

                           provision of the applicable  Category of Services has
                           been completed; or (B) the employee (1) resigns or is
                           unable to work due to his or her death or disability,
                           (2) accepts  transfer or reassignment for advancement
                           opportunities  that are reasonably  supportable to SK
                           or (3) requests transfer or accepts  reassignment for
                           personal  reasons  which would  reasonably  cause the
                           employee to seek relief from the SK assignment.

                 (iv)      EDS shall not assign a person  that  filled a Key EDS
                           Position to a project  involving the companies listed
                           on Schedule  2.2(a)(iv) and their  affiliates (an "SK
                           Competitor")  until  one year has  elapsed  from when
                           such individual ceased providing services for SK.

         (b)      QUALIFICATIONS, RETENTION AND REPLACEMENT OF EDS PERSONNEL.
                  -----------------------------------------------------------

                  (i)      EDS shall  assign an adequate  number of personnel to
                           perform the Services. Each person that EDS assigns to
                           perform  the  Services  shall be  properly  educated,
                           skilled, trained and qualified for the Services he or
                           she is to perform.

                 (ii)      In the event  that SK  determines  in good faith that
                           the continued  assignment to the SK account of any of
                           the EDS Personnel is not in the best interests of SK,
                           then  SK  shall  provide  the  EDS  Client   Delivery
                           Executive  written notice to that effect,  describing
                           SK's  specific   concerns  with  the  applicable  EDS
                           Personnel. Promptly after receipt of such notice, EDS
                           shall have a reasonable period of time (not to exceed
                           ten (10) business days) in which to  investigate  the
                           matters  stated in such notice,  discuss its findings
                           with  SK and  resolve  any  problems  with  such  EDS
                           Personnel  on a basis  mutually  agreeable to EDS and
                           SK.

         (c)      ACCOUNT TURNOVER.
                  -----------------
                  SK and EDS both agree that it is in their  best  interests  to
                  keep the turnover  rate of the EDS  personnel  performing  the
                  Services to a reasonably low level.  Accordingly,  the Parties
                  agree as follows:

                   (i)     If at  any  time  EDS  intends  to  replace  any  EDS
                           Personnel performing the Services, EDS shall take all
                           necessary  steps to  ensure  that  there is  adequate
                           knowledge   transfer  between  the  individual  being
                           replaced  and  the  newly-assigned   individual.  Any
                           replacement  technology or management personnel shall
                           possess  a  level  of  ability,  education,   skills,
                           training,  and qualifications at least similar to the
                           departing personnel they are replacing.  SK shall not
                           be charged for any  transition  costs related to such
                           turn over,  including the educating of the new person
                           regarding SK and the Services.

                                       16
<PAGE>

                  (ii)     Upon  SK's  request,  EDS shall  provide,  at its own
                           expense,  data concerning its turnover rate regarding
                           the SK account. At SK's request,  EDS shall meet with
                           SK  to  discuss  such   turnover  rate  and  mutually
                           determine  what  reasonable  steps EDS could  take to
                           minimize EDS' turnover rate in the future.

                 (iii)     In any event, notwithstanding transfer or turnover of
                           personnel,  EDS  remains  obligated  to  perform  the
                           Services  without  degradation and in accordance with
                           the Agreement.

         (d)      CONDUCT OF EDS PERSONNEL.  While  performing  Services for SK,
                  EDS,  its   employees,   and  agents  shall  (1)  comply  with
                  reasonable  requests,  standard  rules and  regulations  of SK
                  regarding   personal  and   professional   conduct   generally
                  applicable  to any such SK service  location and (2) otherwise
                  conduct  themselves in a businesslike  manner. In the event SK
                  determines in good faith that a particular employee,  or agent
                  is not conducting  himself or herself in accordance  with this
                  Section, SK may provide EDS with notice and documentation,  if
                  any, in respect of such conduct.  Upon receipt of such notice,
                  EDS  shall  promptly  (1)  investigate  the  matter  and  take
                  appropriate action that may include (a)(i) removing him or her
                  from the project  staff,  (ii) providing SK with prompt notice
                  of  such  removal,  and  (iii)  replacing  him or  her  with a
                  similarly qualified individual;  or (b) take other appropriate
                  action to  prevent  a  reoccurrence.  In the  event  there are
                  repeated  violations of this Section by a particular  employee
                  or  agent,  EDS  shall  promptly  remove  him or her  from the
                  project staff.

         (e)      MOVEMENT  OF SK  HEADQUARTERS.  In  the  event  SK  moves  its
                  corporate  headquarters  from Columbia,  South Carolina,  then
                  notwithstanding any other provision of this Agreement, EDS may
                  propose  alternative  personnel to perform  various  functions
                  under this  Agreement and SK will not  unreasonably  object to
                  such alternate personnel.

2.3      USE OF SUBCONTRACTORS.

         (a)      The Services will be performed by EDS,  itself and through its
                  direct and indirect wholly-owned subsidiaries,  including EIS.
                  Subject to Subsection  (b) of this  Section,  except as and to
                  the extent SK may agree  otherwise  in writing,  EDS shall not
                  subcontract  its  obligations  under the  Agreement  except as
                  follows:

                  (i)      Prior to  entering  into a  subcontract  with a third
                           party,  EDS shall give SK  reasonable  prior  written
                           notice  specifying  the  components  of the  Services
                           affected, the scope of the proposed subcontract,  and
                           the  identity  and  qualifications  of  the  proposed
                           subcontractor.  SK shall have the right to approve or
                           disapprove proposed  subcontractors.  Subject to EDS'
                           timely provision of the foregoing  information to SK,
                           SK shall be

                                       17
<PAGE>

                           deemed   to  have   accepted   such   delegation   or
                           subcontract  or  change  that is the  subject  of the
                           notification by EDS to SK, if SK has not notified EDS
                           in  writing  of its  good  faith  objections  to such
                           delegation   or   subcontract   on  or   before   the
                           twenty-first  (21st) day after receipt of such notice
                           from  EDS.  Any such  subcontractors  approved  by SK
                           under this Section are  "Authorized  Subcontractors."
                           Authorized  Subcontractors  approved  by SK as of the
                           Effective Date are set forth as such in Schedule 2.3.
                           SK also  shall  have  the  right  during  the Term to
                           revoke its prior  approval  of a  subcontractor  upon
                           reasonable  notice to EDS and  direct  EDS to replace
                           such subcontractor if the subcontractor's performance
                           is  materially  deficient,  good faith  doubts  exist
                           concerning  the  subcontractor's  ability  to  render
                           future   performance   because   of  changes  in  the
                           subcontractor's  ownership,   management,   financial
                           condition,  or otherwise, or there have been material
                           misrepresentations     by    or    concerning     the
                           subcontractor.

                 (ii)      EDS shall  include in its  subcontracts  as  flowdown
                           provisions, provisions substantially similar to those
                           in Sections 8.1,  8.2, 8.4 and 8.5 of the  Agreement,
                           as well as any other  provisions  that are reasonably
                           necessary  for EDS to fulfill its  obligations  under
                           the Agreement.

         (b)      EDS may, in the  ordinary  course of  business  and without SK
                  approval,  subcontract  for third  party  services or products
                  where such third party services or products:

                    (i)    are not dedicated to SK;

                   (ii)    are   not   material   to   a   particular   function
                           constituting a part of the Services, and

                  (iii)    do not  result  in a  material  change in the way EDS
                           conducts its business;

                  provided,  however,  that such  subcontract does not adversely
                  affect  SK  whether  in  performance  of or  charges  for  the
                  Services or otherwise. If SK expresses concerns to EDS about a
                  subcontract  covered by this  Subsection  (b) of this Section,
                  EDS shall discuss such concerns with SK and work in good faith
                  to resolve SK's concerns on a mutually acceptable basis.

         (c)      EDS shall not  insert in any  subcontract  any  provision  the
                  effect  of  which   would  be  to  limit  the   ability  of  a
                  subcontractor to contract directly with SK.

         (d)      EDS shall remain  responsible  for  obligations,  services and
                  functions  performed by EDS affiliates and  subcontractors  to
                  the same extent as if such obligations,


                                       18
<PAGE>

                  services and functions were performed by EDS employees and for
                  purposes  of the  Agreement  such work  shall be  deemed  work
                  performed by EDS. EDS shall not be relieved of its obligations
                  due to any  subcontractor's  failure to perform.  EDS shall be
                  SK's sole point of contact  regarding the Services,  including
                  with   respect  to   payment.   EDS  shall  not   disclose  SK
                  Confidential  Information to a subcontractor  unless and until
                  such  subcontractor  has  agreed in  writing  to  protect  the
                  confidentiality  of such Confidential  Information in a manner
                  equivalent to that required of EDS under the Agreement.

         (e)      EDS shall continue to use the existing  third party  providers
                  designated   as  such  in   Schedule   2.3.   Upon   making  a
                  determination  that  continued  use of any of such third party
                  providers is not in the best interests of SK, subject to prior
                  written  consent by SK, EDS may  eliminate  such  provider  or
                  diminish such provider's level of effort.

         (f)      Notwithstanding any provision of this Section to the contrary,
                  EDS cannot  subcontract more than 49% of the work (in terms of
                  the total  annual  average  cost of the  Services)  under this
                  Agreement,  without the prior  written  consent of SK;  unless
                  this is caused by action taken by SK. EDS shall use reasonable
                  efforts to inform SK of an action  contemplated to be taken or
                  taken by SK will cause or causes  EDS to not comply  with this
                  requirement.

2.4      HIRING OF EMPLOYEES. During the term of this Agreement and for a period
         of 12 months  thereafter,  neither  Party  will  solicit,  directly  or
         indirectly,  for  employment  or employ any employee of the other Party
         who is or was  actively  involved in the  performance,  consumption  or
         evaluation  of the Services  without the prior  written  consent of the
         other. Notwithstanding the foregoing, the Parties acknowledge and agree
         that this  Agreement  will not  prohibit  (a) any  executive  search or
         similar  business  controlled by EDS or by any of its  affiliates  from
         engaging in its business in the ordinary course in a manner  consistent
         with  past  practices  on  behalf  of  clients  other  than  EDS or (b)
         solicitations  or hiring through  advertising or other  publications of
         general circulation.

                             ARTICLE III. SERVICES
                                          --------

3.1      TERM;  RENEWAL.  Unless  terminated  earlier  in  accordance  with  the
         provisions of this  Agreement,  the term of this Agreement (the "Term")
         will  commence on the  Effective  Date,  as approved by the  Bankruptcy
         Court, and will expire on April 30, 2007 (the "Expiration  Date"). Upon
         giving written notice to EDS no less than three (3) months prior to the
         then-existing  expiration  date of the  Agreement,  SK  shall  have the
         right, at its sole option and discretion,  to extend the Term for up to
         one (1) year on the terms and conditions then in effect.

3.2      SERVICES.
         ---------


                                       19
<PAGE>


         (a)      During the term of this Agreement, EDS will provide to SK, and
                  SK will obtain from EDS, the services  generally  described in
                  SCHEDULE   3.2  and  as  more  fully  set  forth  in  mutually
                  acceptable written statements of work (the "Services").  These
                  Services   include   various   categories  of  services,   the
                  categories  of  which  are set  forth  on  Schedule  3.2  (the
                  "Categories of Services"). The written statements of work will
                  be in substantially  the form of EXHIBIT A to SCHEDULE 3.2 and
                  signed  by  the  parties  (the  "Statement  of  Work").   Each
                  Statement  of Work will  include (a) an  ATTACHMENT  A-1 which
                  will  describe  the  services  that EDS will  perform  and the
                  deliverables  that  EDS  will  produce   thereunder,   (b)  an
                  ATTACHMENT  A-2 which  will  describe  SK's role,  if any,  in
                  connection  with such  services  and  deliverables  and (c) an
                  ATTACHMENT  A-3 which will  describe the charges to be paid by
                  SK to EDS in consideration for such services and deliverables.
                  Each Statement of Work will be numbered sequentially beginning
                  with the number one and, when executed by the parties, will be
                  attached  hereto and made a part hereof for all  purposes.  In
                  the event of any express conflict or inconsistency between the
                  provisions  of a Statement of Work and the  provisions of this
                  Agreement, the provisions of the Statement of Work will govern
                  and  control  with  respect  to  the  interpretation  of  that
                  Statement of Work; PROVIDED,  HOWEVER,  that the provisions of
                  the  Statement  of Work will be so construed to give effect to
                  the  applicable  provisions  of this  Agreement to the fullest
                  extent possible.  The Services and any Additional Services are
                  collectively referred to in this Agreement as the "Services".

         (b)      As of the  Effective  Date,  EDS shall provide the Services to
                  (i) SK (including SK business  units),  (ii) SK's  Affiliates,
                  and (iii) indirectly to the suppliers,  clients,  customers or
                  trading  partners of SK or SK's Affiliates  where the Services
                  are ancillary to SK or an SK-Affiliate  service which provides
                  value to the SK or SK-Affiliate supplier,  client, customer or
                  trading partner.  In this regard, EDS shall not be required to
                  directly  provide  the  Services  to the  suppliers,  clients,
                  customers or trading  partners of SK or SK's  Affiliates.  For
                  purposes of the Agreement,  Services  provided to the entities
                  referenced  in this  Section  shall be deemed  to be  Services
                  provided to SK.  Notwithstanding the foregoing,  SK shall have
                  the right to specify,  in its  absolute  and sole  discretion,
                  which of the entities  described in subsections (ii) and (iii)
                  shall  receive the Services  (whether  directly in  subsection
                  (ii) or indirectly in subsection  (iii)). For purposes of this
                  Agreement, Affiliate shall mean any corporation,  partnership,
                  or other  entity  that is in or under the  direct or  indirect
                  control  of a party  hereto or of  another  Affiliate  of such
                  party,  or  any  successor  to all or  substantially  all  the
                  business of a party  hereto or of an  Affiliate of such party,
                  and, for this purpose, "control" shall exist whenever there is
                  an ownership,  profits, voting, or similar interest (including
                  any right or option to obtain such an  interest)  representing
                  at least fifty  percent  (50%) of the total  interests  of the
                  pertinent entity then outstanding (treating as outstanding any
                  interests  obtainable  by a party  or the  relevant  Affiliate
                  pursuant  to the  exercise  of the  aforementioned  rights  or
                  options).  In addition,  SK  Affiliates  shall  include  those
                  entities  that  although  they do not meet the

                                       20

<PAGE>

                  definition of "Affiliate" are listed on Schedule  3.2(b).  The
                  initial  listing  of  SK  Affiliates  is  attached  hereto  as
                  Schedule 3.2(b).

3.3      PERFORMANCE METRICS.
         --------------------
         (a)      SERVICE LEVELS. EDS shall perform the Services at least at the
                  same  level  and with at least the same  degree  of  accuracy,
                  quality,   completeness,    timeliness,   responsiveness   and
                  efficiency as provided  prior to the  Effective  Date by or on
                  behalf of SK. In addition,  SCHEDULE 3.3(a) sets forth certain
                  Service Levels  mechanisms that will be used to measure and/or
                  improve EDS'  performance of the Services under this Agreement
                  (the "Service  Levels").  If the Services provided pursuant to
                  this  Agreement are changed,  modified or enhanced  (including
                  through the  provision of  Additional  Services),  the Parties
                  will review the Service Levels then in effect and will in good
                  faith mutually determine whether such Service Levels should be
                  adjusted  and  whether  additional  Service  Levels  should be
                  implemented.

         (b)      FAILURE TO PERFORM.

                  (i)    If EDS  fails to meet  any  Service  Level,  then EDS
                         shall (i) promptly  perform a root-cause  analysis to
                         identify  the cause of such  failure,  (ii) provide a
                         report to SK in  accordance  with  Section  1.5,  and
                         (iii) if  appropriate,  take  action  to  avoid  such
                         failure in the  future and begin to meet the  Service
                         Level as promptly as practicable.  The  determination
                         of whether  action may be  appropriate  under  clause
                         (iii)  above  will take  into  account,  among  other
                         factors, the causes of such failure, the cost/benefit
                         analysis  associated with such action and whether the
                         failure  reflects a  declining  performance  trend in
                         such Service Level.  Performance  trends with respect
                         to expected  Service Levels will be determined  based
                         upon a review of applicable performance data over the
                         prior, rolling 12-month period.

                  (ii)   If EDS fails to meet any Service  Level with  respect
                         to  which a  Service  Level  Credit  (as  defined  in
                         Schedule  3.3(a))  applies,  SK may elect, in lieu of
                         receiving liquidated damages in the form of a Service
                         Level Credit (which, if elected,  will constitute the
                         sole and  exclusive  monetary  remedy  of SK for such
                         failure),  to pursue  such other  remedies  as may be
                         available at law or in equity against EDS, subject to
                         the terms and  conditions  of this  Agreement.  If SK
                         elects to receive a Service Level  Credit,  EDS shall
                         provide   such   credit   against   the   immediately
                         succeeding payments that become due to EDS under this
                         Agreement, all in accordance with Schedule 3.3(a). If
                         any Service Level Credit remains outstanding upon the
                         expiration or  termination  of this  Agreement and no
                         Service charges remain payable, EDS shall pay


                                       21

<PAGE>

                           SK such remaining amount in cash within 30 days after
                           such expiration or termination.


         (c)      PERIODIC REVIEW; ANNUAL IMPROVEMENT. From time to time, but no
                  less often than annually,  SK and EDS shall review the Service
                  Levels and make  adjustments to them as appropriate to reflect
                  improved performance  capabilities associated with advances in
                  the  technology  and methods  used to perform the Services and
                  the continuing  development and evolving priorities of SK. The
                  Parties  expect  that the  Service  Levels  will  become  more
                  favorable to SK over time.

         (d)      CUSTOMER SATISFACTION.  No later than the 12-month anniversary
                  of the Effective Date and on an annual basis thereafter during
                  the term,  EDS shall  conduct a  satisfaction  survey  using a
                  mutually  agreed  upon survey to capture SK  perceptions  with
                  respect of the delivery of the Services. EDS shall provide the
                  survey and proposed distribution list to the SK Representative
                  for his or her review and approval.  The individuals set forth
                  in EDS' proposed  distribution  list shall be a representative
                  sample of SK end users of the Services  and senior  management
                  of end users.  EDS shall  provide SK with the  results of such
                  survey. Promptly thereafter,  the Parties shall jointly review
                  such    results   and   identify   any   areas   of   customer
                  dissatisfaction.  EDS shall  prepare a remedial plan to remedy
                  the  causes  of  any   recurring   or   significant   customer
                  dissatisfaction.

3.4      SAS 70,  SAS 80 AND GAAP.  At SK's  request,  the  Services  related to
         information   technology  and  business  process   outsourcing  may  be
         subjected to a periodic SAS 70 (or  similar)  review by an  independent
         auditor.  SK  will be  entitled  to a copy of any  such  report.  If SK
         requests  such  audit,  then such audit shall be at SK's  expense.  Any
         changes the Parties agree to make,  as a result of the review,  will be
         subject to the Change Control Process.  If there are specific documents
         related to SAS 80 (or a similar pronouncement) that SK believes require
         special retention  consideration,  SK will identify those documents and
         the special  requirements to EDS. The parties will reasonably cooperate
         in identifying  variances from the EDS records  retention  policy.  Any
         modifications to the records  retention  program will be subject to the
         Change Control Process.

         In addition to the above,  when performing the Services,  EDS will work
         and cooperate with SK, under SK's direction,  to design,  develop,  and
         modify  systems that will  facilitate  SK's  compliance  with generally
         accepted  accounting  principles,  general accepted auditing standards,
         and any applicable tax requirements.

3.5      FORMER AFFILIATES.  In the event that SK relinquishes  Control of an SK
         Affiliate  or  business  unit  after the  Effective  Date such that the
         entity  is no  longer a part of SK or an SK  Affiliate  (such  entity a
         "Former  Affiliate"),  then upon SK's  request,  EDS shall  continue to
         provide the Services to such SK  Affiliate  or business  unit after the
         date


                                       22
<PAGE>


         such entity  becomes a Former  Affiliate  for the  duration of the Term
         without any adjustment to pricing under this Agreement  (except for any
         demonstrable additional costs that EDS shall incur, if any, in order to
         provide the Services to a Former Affiliate);  provided,  however,  that
         the  Former  Affiliate  agrees  in  writing  to abide by the  terms and
         conditions  of the  Agreement.  SK agrees to provide EDS with notice of
         any such relinquishment as soon as practicable. SK shall (1) remain the
         single  point-of-contact  with  EDS  with  respect  to  those  Services
         provided to a Former  Affiliate,  and, (ii) remain obligated to perform
         its  payment  obligations  under the  Agreement  with  respect to those
         Services provided to a Former Affiliate. For purposes of the Agreement,
         Services  provided to a Former Affiliate shall be deemed to be Services
         provided to SK. If at anytime SK requests  that EDS enter into a direct
         agreement  with the Former  Affiliate  and relieve SK of the  foregoing
         continuing  obligations  with  respect to such  Former  Affiliate,  EDS
         agrees to  negotiate  with such Former  Affiliate in good faith for the
         services provided.

3.6      CHANGES IN AMOUNT OF SERVICES; COOPERATION.
         -------------------------------------------
         (a)      Notwithstanding  anything  to the  contrary  contained  in the
                  Agreement,  SK shall have the right, at any time and from time
                  to time, to increase or decrease its demand for the Services.

         (b)      SK and  each SK  Affiliate  has as of the  Effective  Date and
                  thereafter  will have the right to perform  itself,  or retain
                  third parties to perform,  any Category of Service;  provided,
                  however, that SK, the SK Affiliate or third party must perform
                  the whole  Category  of  Service  and not just a part.  To the
                  extent SK or a SK Affiliate decides to perform any Category of
                  Service  itself,  or retains third parties to do so, and SK or
                  such  Affiliate  continues to receive any Services  hereunder,
                  EDS  shall,  in  support  of  the  transition  to  SK,  the SK
                  Affiliate,  or such third  party,  cooperate  with SK, such SK
                  Affiliate or any such third  party,  which  cooperation  shall
                  include:

                    (i)    Providing  reasonable  access to the facilities being
                           used to provide the Services as necessary for SK or a
                           third party to perform;

                   (ii)    Providing  reasonable  access  to the  Equipment  and
                           Software   (to  the   extent   permitted   under  any
                           underlying agreements with third parties); and

                  (iii)    Providing  such  information  regarding the operating
                           environment,  system  constraints and other operating
                           parameters  as a person  with  reasonable  commercial
                           skills and expertise would find reasonably  necessary
                           for SK or a third party to perform its work.

                   (iv)    In  connection  with the  above,  EDS shall  have the
                           right to reasonably restrict access to some or all of
                           its  Confidential  Information  if


                                       23
<PAGE>

                           disclosure of such Confidential Information would, in
                           EDS'  reasonable  good  faith  determination,   cause
                           material  harm to  EDS'  competitive  position.  Such
                           restrictions   may  include  (i)  the  imposition  of
                           reasonable  data  and  physical  security  and  other
                           applicable   standards  and   procedures,   (ii)  the
                           execution   of   appropriate    confidentiality   and
                           non-solicitation  agreements,  (iii)  the  reasonable
                           scheduling  of  computer  time  and  access  to other
                           resources  to be  furnished  by EDS  pursuant to this
                           Agreement,  (iv) the  restriction  of  access  to EDS
                           proprietary  information  from direct  competitors of
                           EDS;  and  (v)  the  restriction  of  access  to  EDS
                           proprietary   information  to   individuals   with  a
                           specific need to know the information being provided.

                    (v)    If  EDS'  cooperation  with  SK or  any  third  party
                           performing  work as described  in this Section  would
                           cause EDS to  expend  additional  resources  that EDS
                           would not otherwise have expended,  EDS shall provide
                           SK with prior written notice of the nature and extent
                           of  such  additional  resources  that  EDS  shall  be
                           required to provide. If the Parties cannot reasonably
                           arrange  to  avoid  such  additional  reasonable  and
                           necessary   resources,   such  mutually  agreed  upon
                           resources  will be charged to SK at the  professional
                           services rates.  The Parties further agree that if in
                           EDS' reasonable,  good faith  determination,  a third
                           party's  activities or omissions  affect EDS' ability
                           to meet the Service  Levels or otherwise  provide the
                           Services in accordance with this Agreement,  EDS will
                           provide   prior   written   notice   to  SK  of  such
                           determination.   The  Parties   will   cooperate   to
                           determine and verify whether such effect is caused by
                           a third party  supplier,  the extent of such  effect,
                           and how to ameliorate any such effect. EDS shall work
                           with SK to prevent or  circumvent  such  problems  or
                           delays.

                  (vi)     In the event SK  retains a third  party  pursuant  to
                           this   Section   to  perform   services,   functions,
                           activities, tasks or responsibilities that are within
                           the scope of the Services, the Parties agree that the
                           charges  and  rates  under  this  Agreement  shall be
                           equitably  adjusted  to reflect  resources  no longer
                           required by EDS to perform those services, functions,
                           activities,  tasks or  responsibilities  provided  by
                           such third party.

3.7      EXTRAORDINARY EVENTS.
         ----------------------
         (a)      An "Extraordinary Event" shall mean a circumstance in which an
                  event or  discrete  set of events has  occurred  or is planned
                  with respect to the business of SK that results or will result
                  in a change in the  scope,  nature  or volume of the  services
                  that will be required from EDS, and which is expected to cause
                  the average monthly amount of chargeable resource usage in any
                  Category of Service to increase or decrease by twenty  percent
                  (20%)  or more for thc  foreseeable  future.  Examples  of the
                  kinds of events that might cause such substantial changes are:

                                       24
<PAGE>


                    (i)    additions,  deletions  or other  changes to locations
                           where SK or its customers or suppliers operate;

                   (ii)    additions, deletions or other changes to the services
                           provided by SK, SK's  products or the markets  served
                           by SK;

                  (iii)    additions or  deletions of entities or SK  Affiliates
                           to whom the Services are provided;

                   (iv)    a SK-approved  change in the  technology  platform or
                           platforms  applicable to the Services  (e.g.,  change
                           from   mainframe-based   systems  to  distributed  or
                           Worldwide Web-based systems);

                    (v)    mergers, acquisitions, or divestitures of SK;

                   (vi)    changes in the method of service delivery, or changes
                           in operational priorities; or

                  (vii)    changes in market priorities.

         Notwithstanding the foregoing, the Parties specifically acknowledge and
         agree that  the sale of SK's Blue Business shall not be deemed to be an
         Extraordinary Event hereunder and  shall be excluded  entirely from the
         provisions of this Section 3.7.

         (b)      Either Party may notify the other of any event or discrete set
                  of  events  which it  believes  constitutes  an  Extraordinary
                  Event.  In the case of an  Extraordinary  Event,  EDS' charges
                  shall be adjusted in accordance with the following:

                    (i)    EDS and SK shall  mutually  determine on a reasonable
                           basis those  resources  no longer  required by EDS to
                           provide the Services ("Targeted Resource Reductions")
                           and the costs  (including  appropriate  indirect  and
                           overhead  costs) and profit that can be eliminated or
                           reduced as and when the Targeted Resource  Reductions
                           are eliminated (the "Targeted Cost Reductions").

                   (ii)    EDS and SK shall  mutually  determine on a reasonable
                           basis those new or modified resources now required by
                           EDS  to  provide  the  Services  ("Targeted  Resource
                           Additions")  and  the  costs  (including  appropriate
                           indirect and overhead costs and a reasonable  profit)
                           that  would be  incurred  as and  when  the  Targeted
                           Resource   Additions   are  placed  in  service  (the
                           "Targeted Cost Increases").

                  (iii)    Immediately   upon   determination  of  the  Targeted
                           Resource  Reductions,  EDS shall proceed to eliminate
                           the  Targeted  Resource   Reductions  as  quickly  as
                           reasonably  feasible,  but in no  more  than  one (1)
                           year.


                                       25
<PAGE>

                           Immediately   upon   determination  of  the  Targeted
                           Resource  Additions,  EDS will  proceed to deploy the
                           Targeted Resource Additions as necessary.

                   (iv)    As the Targeted  Resource  Reductions are eliminated,
                           the  Monthly  Charges  shall be  reduced  by the full
                           amount of the Targeted Cost Reductions  applicable to
                           the Targeted  Resource  Reductions  as such  Targeted
                           Cost  Reductions are so  eliminated.  As the Targeted
                           Resource  Additions  are  placed  into  service,  the
                           Monthly  Charges will be increased by the full amount
                           of the  Targeted  Cost  Increases  applicable  to the
                           Targeted  Resource  Additions as such  Targeted  Cost
                           Increases are added.

                    (v)    If within sixty (60) days following notice under this
                           Subsection  (b),  the Parties have not agreed upon an
                           appropriate   adjustment  to  charges,  then  at  the
                           initiative of either Party the issue shall be treated
                           as a dispute under Article 10.

3.8      THIRD PARTY SOFTWARE.
         ---------------------
         (a)      With respect to any software utilized to provide the Services,
                  EDS  shall  use  reasonable  commercial  efforts  to  secure a
                  license  that is either (a) in EDS' name and  transferable  to
                  SK, at no additional  cost, as agreed to by the parties,  upon
                  the  expiration  or  termination  of any  Service  under  this
                  Agreement  or (b) in SK's name,  as agreed to by the  parties,
                  with  EDS  having  the  right to have  access  to and use such
                  software  to  the  extent   contemplated  by  this  Agreement.
                  Additionally,  EDS shall use all reasonable commercial efforts
                  to have  included  in each such  license  the right for SK, as
                  agreed to by the  parties,  and EDS to attend  all user  group
                  meetings offered by the software vendor.

         (b)      With respect to all Software  used in providing  the Services,
                  except for the SK Software and SK-Vendor  Software,  EDS shall
                  keep  in  full  force  and  effect   maintenance  and  support
                  agreements  relating to such software that are transferable to
                  SK at no charge (other than the assumption of ongoing  payment
                  obligations).  If,  with  respect  to  any  Software  used  in
                  providing  the  Services,  except  for  the  SK  Software  and
                  SK-Vendor  Software,  EDS is at any time  unable to do what is
                  required by the preceding  sentence,  then EDS shall so notify
                  SK, and,  at SK's  request,  shall  obtain  other  Software to
                  provide such  Services  with respect to which EDS can meet the
                  requirements  of this  Section.  Any such  change of  Software
                  shall  be  made  in   accordance   with  the  Change   Control
                  Procedures.


                                       26
<PAGE>

3.9      THIRD-PARTY PRODUCTS AND SERVICES.
         ----------------------------------
         In the event that SK desires to procure any products or services beyond
         that which EDS is obligated to provide as part of the Services, then
         upon request of SK, EDS will quote SK a price for such products and
         services that reflect (a) the existing volume of business between SK
         and EDS, and (b) the benefit of any volume purchasing discounts
         available to EDS from third party suppliers. Upon the request of SK,
         EDS will provide from time to time a listing by categories of expenses
         that SK is incurring for which EDS has such discount arrangements.

3.10     GAIN SHARING.
         -------------
         EDS will identify, on a regular basis, gain sharing opportunities to SK
         as well as respond to gain sharing  opportunities  in  accordance  with
         gain sharing principles and procedures mutually agreed to by EDS and SK
         prior to the Effective Date.

3.11     ADDITIONAL SERVICES.
         --------------------
         In the  event  that SK needs the  performance  of  functions  of a type
         provided under this Agreement that are materially  different  from, and
         in  addition  to,  the  Services  (any  such   functions   collectively
         "Additional  Services"),  the Parties' obligations with respect to such
         Additional Services shall be as follows:

         (a)      To  the  extent  that  such   additional   functions   require
                  additional  resources for which a pricing  metric exists under
                  the  Agreement,  the additional  functions  shall be priced in
                  accordance  with such pricing metric subject to Subsection (f)
                  of this Section, and shall be considered  "Services" and shall
                  be subject to the provisions of the Agreement.

         (b)      To  the  extent  that  such   additional   functions   require
                  additional resources for which a pricing metric does not exist
                  under the Agreement, then the following procedure shall apply:

                    (i)    If the  Additional  Services  are  estimated  to be a
                           $1,000,000  or less and SK  reasonably  believes that
                           EDS can perform  such  Additional  Services,  then SK
                           shall not  generally  bid the work but  rather  shall
                           request  a bid from EDS only.  EDS  shall  quote SK a
                           fair  and  reasonable   charge  for  such  Additional
                           Services  within 10  business  days that  takes  into
                           account the  existing  volume of business  between SK
                           and  EDS,  including  the cost of the  components  of
                           production  that are priced as part of the Agreement.
                           If EDS' bid is  competitive,  then  EDS' bid shall be
                           accepted. If, in SK's reasonable judgement,  EDS' bid
                           is not competitive, then SK shall have the right, but
                           not the  obligation,  to bid the  work in  accordance
                           with   the   processes    established    in   Section
                           3.11(b)(ii).


                                       27
<PAGE>

                   (ii)    If the  Additional  Services are estimated to be more
                           than a $1,000,000 and SK reasonably believes that EDS
                           can perform such Additional  Services,  then SK shall
                           obtain a bid from EDS.  EDS shall quote SK a fair and
                           reasonable charge for such Additional Services within
                           thirty  days,  or if bids are  solicited  from  third
                           parties  ,within the time frame  provided in such bid
                           request,  that takes into account the existing volume
                           of business between SK and EDS, including the cost of
                           the components of production  that are priced as part
                           of the  Agreement.  SK may also,  but is not required
                           to, at the same time solicit and receive bids in good
                           faith from  reputable  third  parties to perform such
                           Additional  Services.  If  EDS'  bid  for  comparable
                           services  is  within  the  lesser  of (A)  10% or (B)
                           $500,000,  of the  lowest  bid then EDS' bid shall be
                           accepted.  If EDS' bid for comparable services is not
                           within the lesser of (A) 10% or (B)  $500,000,of  the
                           lowest bid then SK shall so notify EDS, and EDS shall
                           have 10 days to respond  with a revised  bid. If such
                           revised  bid for  comparable  services  is within the
                           lesser of (A) 10% or (B) $500,000,  of the lowest bid
                           then EDS' bid shall be accepted.  If such revised bid
                           is  not   within   the  lesser  of  (A)  10%  or  (B)
                           $500,000,of  the  lowest  bid then SK may  accept the
                           alternative  bid.  If SK  elects  a  third  party  to
                           provide  such  services  in   accordance   with  this
                           process,  then the  Parties  shall work  together  to
                           coordinate the provision of such third party services
                           through the Change Control Process.

         (c)      If SK elects to have EDS  perform  such  Additional  Services,
                  then the  Parties  shall enter into a  Statement  of Work,  if
                  appropriate,  and/or the charges under the Agreement  shall be
                  adjusted,  if and to the extent  appropriate,  to reflect such
                  functions,  and  such  Additional  Services  shall  be  deemed
                  "Services"  and  shall be  subject  to the  provisions  of the
                  Agreement.

         (d)      SK agrees that it will give good faith consideration under the
                  circumstances  to any  proposal of EDS in light of the ongoing
                  relationship between SK and EDS at that time.

         (e)      The Parties  anticipate  that the Services  will evolve and be
                  supplemented, modified, enhanced or replaced over time to keep
                  pace with  technological  advancements and improvements in the
                  methods of delivering  services,  and the Parties  acknowledge
                  that  these  will  not  be  deemed  to  result  in   functions
                  materially different from and in addition to the Services.

         (f)      If SK's  request  for  Additional  Services  pursuant  to this
                  Section includes a request for EDS to  correspondingly  reduce
                  or eliminate  Services it is providing,  then such  Additional
                  Services  will be considered  "Replacement  Services." In such
                  event,  the Parties shall determine the resources and expenses
                  required  to  provide  the  Replacement  Services,   including
                  implementation  and  ongoing  support,  and the  reduction  in
                  resources and


                                       28
<PAGE>

                  expenses  related  to the  Services  being  replaced.  The net
                  increase or decrease in  resources  and  expenses  will be the
                  basis on which EDS shall  quote a price to SK for  Replacement
                  Services.

3.12     SYSTEM CHANGE.
         --------------
         (a)      Each  time,  if any and  subject to other  provisions  of this
                  Agreement,  that  EDS,  without  the  consent  of SK,  makes a
                  material  change in the operating  environment in which EDS is
                  operating  Software  (other  than those  changes  specifically
                  requested  by SK) (each such  change a "System  Change"),  EDS
                  shall  perform a  comparison,  at a  reasonable  and  mutually
                  agreed  level of  detail,  between  the  amount  of  resources
                  required by that Software to perform a  representative  sample
                  of  the  processing  then  currently  being  performed  for SK
                  immediately  prior to the System Change and immediately  after
                  the System Change.

         (b)      SK shall not be required to pay for increased  resource  usage
                  due to a System Change.  If,  following a System  Change,  EDS
                  contends that  increased  resource  usage is from increased SK
                  use and not from the System Change,  SK shall only be required
                  to  pay  for  increased   usage  as  and  to  the  extent  EDS
                  demonstrates  to SK  that  increased  usage  is not due to the
                  System Change and is due to SK usage.  Any such  demonstration
                  shall  utilize the same  representative  sample as used in the
                  comparison above.

3.13     BENCHMARKING.
         -------------
         SK will  have the  right  beginning  on the  first  anniversary  of the
         Effective Date, no more than once annually, to obtain the services of a
         mutually agreed upon  third-party to benchmark the cost and performance
         of all  services,  giving  due  consideration  to the  total  scope  of
         services being performed  against  standards  satisfied by well managed
         operations  performing  similar  to  the  services  and  under  similar
         environments,    to   the   extent   available    information   permits
         ("Benchmarking").  SK will bear the cost and  expense of  Benchmarking.
         Each party will be provided  the  opportunity  to review and comment on
         the results. Based upon the final results of such benchmarking EDS will
         cooperate with SK to investigate variances, if any and to rectify based
         upon a course of action and respond to any performance  deficiencies or
         cost  differences  by  material  adjustment  in the pricing and service
         level/services  schedule within 30 days after  presentation of results.
         Should EDS fail to agree with any change variance, SK has the option of
         sourcing the affected services to a third-party and reducing the amount
         of core services arising from the variance as a result.

3.14     EXECUTIVE BALANCED SCORECARD.

         (a)      OVERVIEW   The Service Excellence Dashboard is a  proprietary,
                  Web-based tool EDS uses to nurture, monitor and develop client
                  relationships and provide real-


                                       29
<PAGE>

                  time performance data for those services that EDS provides. SK
                  specific  performance  concerns  stay  highly  visible  to EDS
                  executives and issues are addressed quickly.

         (b)      DASHBOARD FUNCTIONS.
                  --------------------
                  The EDS Service  Excellence  Dashboard  provides the following
                  functions described below.

                    (i)    VOICE OF THE CLIENT PROGRAM. SK can provide real-time
                           performance  feedback  using  E.client,  EDS'  online
                           surveying   tool.  In  addition  to  E.client  direct
                           surveys,  the Voice of the  Client  program  includes
                           one-on-one    interviews   between   an   independent
                           representative  from  the  Service  Excellence  team.
                           Interviews  focus on EDS'  performance,  deliverables
                           and service  quality as well as any  disappointments,
                           expectations and future objectives.

                   (ii)    CLIENT DASHBOARD.  The Client Dashboard will allow SK
                           to access their own private,  customized view of EDS'
                           internal  performance  management  tool.  The  Client
                           Dashboard provides unfiltered, round-the-clock access
                           to performance  information about their account.  EDS
                           will  notify  SK as to  when  this  feature  will  be
                           activated for SK.

                  (iii)    SERVICE   PERFORMANCE    INDICATORS.    The   Service
                           Excellence    Dashboard   reports   objective,
                           quantitative  performance standards based on industry
                           and client input for certain EDS  offerings.  Service
                           performance indicators  are  standardized,
                           quantitative   measures   such as   network
                           availability,   response  time  and  on-time  project
                           completion.


         (c)      INDICATORS.  In the establishment of the Balanced Scorecard,
                  ----------
                    (i)    A "Green"  indicator  means  that EDS is  meeting  or
                           exceeding SK expectations. No action is required.

                   (ii)    A "Yellow +" indicator  means that EDS is  performing
                           below SK expectations in a non-critical  area; action
                           plan in place.

                  (iii)    A "Yellow"  indicator  means  that EDS is  performing
                           below SK expectations in a critical area; action plan
                           in place.

                   (iv)    A "Yellow -" indicator  means that EDS is  performing
                           below SK  expectations  in a critical  area;  problem
                           diagnosis in place.

                    (v)    A "Red" indicator means that EDS is performing  below
                           SK expectations


                                       30
<PAGE>

         Should SK's  indicator  become  Yellow,  extended EDS support teams are
         alerted and proactively offer assistance.  Should SK's indicator become
         Red, a rapid response process is initiated to accelerate resolution.

3.15     RELIANCE ON  INSTRUCTIONS.  In performing  its  obligations  under this
         Agreement,  EDS will be entitled to rely upon any routine instructions,
         authorizations,  approvals or other information  provided to EDS by the
         SK Representative or, as to areas of competency specifically identified
         by the SK Representative,  by any other SK personnel  identified by the
         SK  Representative,  from time to time, as having  authority to provide
         the same on behalf of SK in such person's area of competency.

3.16     LICENSES AND PERMITS.
         ---------------------
         As part of the Services, EDS is responsible for obtaining all necessary
         governmental licenses, consents, approvals, permits, and authorizations
         required by  applicable  laws and  regulations  that are required to be
         obtained  in  order  to  perform  the  Services  or to  consummate  the
         transactions  contemplated  by this  Agreement.  SK shall assist EDS in
         identifying  what  the  necessary  governmental   licenses,   consents,
         approvals,  permits and authorizations may be. EDS shall have financial
         responsibility  for, and shall pay, all fees and taxes  associated with
         obtaining such governmental licenses, consents,  approvals, permits and
         authorizations.  SK shall  reasonably  cooperate with and assist EDS in
         obtaining  any  such  licenses,  consents,   approvals,   permits,  and
         authorizations.  SK shall be  responsible  for  obtaining all licenses,
         consents, approvals, permits, and authorizations required by applicable
         laws and regulations for SK to conduct its business,  and which are not
         directly related to the Services.

3.17     CHANGES IN LAW AND REGULATIONS.
         -------------------------------
         Each party  shall  identify  and  notify the other  party of changes in
         applicable laws and regulations and, as part of the Services, EDS shall
         identify  the  impact of such  changes on its  ability  to perform  and
         deliver the Services.  EDS, after  consultation with SK, shall promptly
         make any  modifications to the Services as are reasonably  necessary to
         perform and deliver the Services in accordance  with the Service Levels
         as a result of such changes.  EDS shall be  responsible  for, and shall
         pay for, the cost of any such  modification  relating to EDS' business.
         To the extent not included in the  Services,  SK shall pay for the cost
         of  any  such  modification  relating  to  SK's  businesses.  All  such
         modifications shall be effected through the Change Control Procedures.

3.18     DEDICATED LOGICAL AND OPERATING ENVIRONMENTS.
         ---------------------------------------------
         Except as approved in advance by SK, as part of the Services, EDS shall
         provide the Services set forth on Schedule  3.18 using  logical  and/or
         operating environments dedicated solely to SK, as specified on Schedule
         3.18.  EDS may propose from time to time during the Term for SK's prior
         approval,  that SK share the same logical and/or operating  environment
         that is dedicated  solely to supporting SK with other customers of


                                       31
<PAGE>

         EDS. EDS shall provide to SK, for SK's  approval,  a detailed  proposal
         for such shared environment, including benefits, savings or risks to SK
         during the Term.

3.19     NON-COMPETITION.
         ----------------
         Upon the Effective Date, EDS agrees to comply with the  non-competition
         provision set forth on Schedule 3.19.

3.20     MANAGEMENT OF POSSIBLE  CONFLICT OF INTEREST.  The Services  under this
         Agreement   contemplate   that  there  will  be  a  degree  of  managed
         interaction between the business processing outsourcing functions being
         delivered  by  EDS  and/with  the  application  and  service   delivery
         functions  through the traditional SAP and operational  systems support
         groups.  The Parties agree that it is imperative that the  independence
         of these two business  functions  while  delivering  services to SK, on
         SK's behalf,  remain  independent  and that all change  management  and
         fee-based  relationship  changes  are  both  managed  and  approved  by
         appropriate SK personnel prior to interaction  between the two business
         functions. This independent function must be certified annually through
         representations  made to the  Steering  Committee  by the  EDS  program
         office/cross  functional  team. The gain sharing  methodology  which is
         contemplated  by Section  3.10 of this  Agreement  will be the  primary
         facility  to  deliver  a  single  EDS  perspective  of the  operational
         approach for reliance between the two outsourcing  business  functions.
         Through the change management  process and the contract  compliance ___
         function,  a defined  procedure  for dealing  with  transactions  which
         affect the cost as it relates to the  delivery  of  services  resulting
         from any event,  design,  practice  change,  system  change or business
         event would be dealt with and controlled on an  independent,  objective
         basis between the two business functions.

                              ARTICLE IV. SK'S ROLE
                                          ---------
4.1      SK's ROLE.  During the term of this  Agreement and in  connection  with
         EDS' performance of its obligations hereunder, SK will, at its own cost
         and   expense,   have  the   obligations   to  EDS,   and   retain  the
         responsibilities, described in Schedule 4.1.


               ARTICLE V. EQUIPMENT, LEASES, LICENSES, MAINTENANCE
               ---------------------------------------------------
                        CONTRACTS AND ADDITIONAL PROPERTY
                        ---------------------------------

5.1      USE OF SK-OWNED EQUIPMENT AND SK-LEASED  EQUIPMENT.  During the term of
         this Agreement,  SK will allow, or will obtain the right to allow,  EDS
         (and  any  subcontractors  of  EDS  engaged  in  accordance  with  this
         Agreement)  to access at no charge  (a) the  equipment  owned by SK and
         listed in Schedule 5.1 (the "SK-Owned Equipment") and (b) subject to SK
         having obtained any required  consents,  the equipment leased by SK and
         listed in Schedule  5.1 (the  "SK-Leased  Equipment").  For purposes of
         this  Agreement,  the term "Access" means the enjoyment of physical and
         legal use of a specified  item of property to the extent,  and only the
         extent,  necessary  for EDS to perform  the  Services.  SK will pay all
         costs and  expenses  with  respect to the  SK-Owned


                                       32
<PAGE>

         Equipment  and the  SK-Leased  Equipment,  including  depreciation  (if
         applicable),  insurance and taxes.  SK  represents  and warrants to EDS
         that  (a) it is not  (and,  to its  knowledge,  the  lessor  is not) in
         default in any material  respect under any of the leases  applicable to
         the SK-Leased Equipment and (b) SK has delivered to EDS complete copies
         of those lease terms and  conditions  relating to the use and operation
         of the SK-Leased  Equipment  (including all  amendments  thereto) as in
         effect on the Effective Date. EDS agrees that it will use the SK-Leased
         Equipment in a manner  consistent  with such terms and  conditions.  SK
         agrees not to allow any of such terms and  conditions  to be amended in
         any material respect without the prior written consent of EDS.

5.2      USE OF SK  SOFTWARE  AND  SK-VENDOR  SOFTWARE.  During the term of this
         Agreement,  SK will allow, or will obtain the right to allow,  EDS (and
         any subcontractors of EDS engaged in accordance with this Agreement) to
         Access at no charge (a) the SK  Software  and (b)  subject to SK having
         obtained any required consents, the SK-Vendor Software. SK will pay all
         costs and expenses  with  respect to the SK Software and the  SK-Vendor
         Software. SK represents and warrants to EDS that (a) it is not (and, to
         its knowledge,  the licensor is not) in default in any material respect
         under any of the licenses  applicable to the SK-Vendor Software and (b)
         SK has  delivered to EDS  complete  copies of those  license  terms and
         conditions  relating to the use and operation of the SK-Vendor Software
         (including all amendments  thereto) as in effect on the Effective Date.
         EDS agrees  that it will  access  the  SK-Vendor  Software  in a manner
         consistent with such terms and  conditions.  SK agrees not to allow any
         of such terms and  conditions  to be amended  in any  material  respect
         without the prior written consent of EDS.

5.3      SOFTWARE.  EDS shall list all  software  used to provide the  Services,
         other than the SK Software and  SK-Vendor  Software,  on Schedule  5.3.
         Except for Article  VII,  the term  "Software"  shall mean all software
         (including the SK Software and SK Vendor  Software) used to provide the
         Services. Unless otherwise provided in an applicable Statement of Work,
         EDS shall be responsible for all costs associated with all Software and
         related agreements,  except for SK Software and SK Vendor Software. EDS
         covenants  that it is either the owner of, or  authorized  to use,  the
         Software (other than SK Software or SK-Vendor) that is utilized or will
         be utilized in connection with the Services.

5.4      EQUIPMENT.  EDS shall list all equipment  used to provide the Services,
         other than the SK-Owned  Equipment and SK-Leased  Equipment on Schedule
         5.4. All equipment  being used to provide the Services  (including  the
         SK-Owned  Equipment and  SK-Leased  Equipment) is referred to herein as
         the "Equipment".  Unless otherwise provided in an applicable  Statement
         of Work, EDS shall be  responsible  for all costs  associated  with all
         Equipment and related agreements,  except for SK Owned Equipment and SK
         Leased Equipment.  With respect to any leased Equipment,  EDS shall use
         reasonable  commercial  efforts to secure a lease that is either (a) in
         EDS' name and  transferable to SK, at no additional  cost, as agreed to
         by the parties, upon the expiration or termination of any Service under
         this  Agreement or (b) in SK's name, as agreed to by the parties,  with
         EDS having the right to have  access to and use such  Equipment  to the
         extent


                                       33
<PAGE>

         contemplated by this  Agreement.  With respect to all Equipment used in
         providing the Services, except for the SK-Owned Equipment and SK-leased
         Equipment,  EDS shall  keep in full force and  effect  maintenance  and
         support agreements  relating to such equipment that are transferable to
         SK  at  no  charge  (other  than  the  assumption  of  ongoing  payment
         obligations).  If, with respect to any Equipment  used in providing the
         Services,  except for the SK-Owned  Equipment and SK-Leased  Equipment,
         EDS is at any  time  unable  to do what is  required  by the  preceding
         sentence,  then EDS shall so notify SK,  and,  at SK's  request,  shall
         obtain other  Equipment to provide such  Services with respect to which
         EDS can meet the  requirements  of this  Section.  Any such  change  of
         Equipment   shall  be  made  in  accordance  with  the  Change  Control
         Procedures.

5.5      CONSENTS;  FURTHER ASSURANCES. EDS and SK will work with and assist one
         another  to  obtain  the  consents   required   for  the   transactions
         contemplated  by this  Article  V.  For  those  consents  that  are not
         addressed in this Article V on the  Effective  Date,  the parties shall
         mutually  agree who is to pay  transfer,  upgrade  or other fees as are
         necessary to obtain a required  consent.  If a required  consent is not
         obtained,  (a) unless and until such required consent is obtained,  EDS
         will determine and adopt,  subject to SK's prior written consent,  such
         alternative  approaches as are necessary and  sufficient to perform the
         Services  without  such  required  consent  and  (b) the  Parties  will
         mutually  agree  in  writing  on any  appropriate  adjustments  to this
         Agreement,  whether  with  respect  to the scope of the  Services,  the
         Service  Levels,  EDS' charges or  otherwise.  In addition,  EDS and SK
         agree to execute and deliver such other  instruments  and  documents as
         either Party reasonably requests to evidence or effect the transactions
         contemplated by this Article V.

5.6      ADDITIONAL ITEMS OF PROPERTY.  If, due to new or changed  circumstances
         after the Effective Date, any additional items of property,  whether in
         the form of equipment,  software or  otherwise,  are required by EDS to
         perform the Services or otherwise  to meet its  obligations  hereunder,
         whether in addition to or in replacement of any then existing property,
         EDS will inform SK and,  with SK's prior written  consent,  will obtain
         such  additional  items and will provide them to SK on such other terms
         and conditions as the Parties mutually agree and in accordance with the
         Change  Control  Process.  If SK, on its own,  decides to  acquire  any
         additional  items of property  for use in SK's  information  technology
         environment that relate to or impact the Services,  whether in addition
         to or in replacement of any then existing property, SK will consult and
         work with EDS in accordance with the Change Control Process.

                ARTICLE VI. WARRANTIES AND ADDITIONAL COVENANTS
                            -----------------------------------

6.1      WARRANTIES AND ADDITIONAL COVENANTS.
         ------------------------------------
         (a)      PERFORMANCE.  EDS  represents  and warrants  that the Services
                  will be rendered  with  promptness  and  diligence and will be
                  executed  in a  workmanlike  manner,  in  accordance  with the
                  practices  and  professional  standards  used in well  managed
                  operations  performing  services similar to the Services.  EDS


                                       34
<PAGE>

                  covenants  that it will  use  adequate  numbers  of  qualified
                  individuals with suitable training, education, experience, and
                  skill to perform the Services. EDS covenants that it shall use
                  efficiently  the resources  necessary to provide the Services.
                  EDS further  covenants that it shall perform the Services in a
                  cost-efficient  manner  consistent  with the required level of
                  quality and performance.

         (b)      QUALIFICATIONS.  EDS  covenants  that  it  has  the  necessary
                  skills,  qualifications and experience to provide the Services
                  contemplated under this Agreement,  Schedules or any Statement
                  of Works to this Agreement.

         (c)      WORK.  EDS  represents  and  warrants  that  the  deliverables
                  delivered hereunder will conform to the specifications.

         (d)      AUTHORITY, PERMITS AND APPROVALS. Each Party covenants that it
                  has the  authority to enter into the  Agreement and to perform
                  its respective obligations under the Agreement and that it has
                  all consents,  permits, and approvals required to perform such
                  obligations.

         (e)      COMPLIANCE  WITH  LAWS.  Each  Party  covenants  that  it will
                  perform its obligations  under the Agreement and any Statement
                  of Works under the  Agreement in  compliance  with  applicable
                  laws, regulations, ordinances, and codes. In the event a Party
                  is  notified  that it is not in  compliance  with  such  laws,
                  regulations,  ordinances,  and codes,  and such  noncompliance
                  materially  affects  the  rights or  obligations  of the other
                  Party  under this  Agreement,  the  noncomplying  Party  shall
                  provide   notice   to  the   other   Party   describing   such
                  noncompliance and anticipated corrective actions.

         (f)      VIRUSES. Each Party will use commercially  reasonable measures
                  to screen any software provided or made available by it to the
                  other  Party   hereunder  for  the  purpose  of  avoiding  the
                  introduction of any "virus" or other computer software routine
                  or hardware components which are designed (i) to permit access
                  or use by third parties to the software of the other Party not
                  authorized  by this  Agreement,  (ii)  to  disable  or  damage
                  hardware or damage,  erase or delay access to software or data
                  of the  other  Party or (iii) to  perform  any  other  similar
                  actions.  If a Virus is found to have been  introduced  into a
                  Party's  systems,  the  other  Party  will  (at no  additional
                  charge) (a) reasonably  assist such Party in  eradicating  the
                  Virus and  reducing  the effects of the Virus,  and (b) if the
                  Virus causes a loss of operational efficiency or loss of data,
                  assist such Party to the same  extent to mitigate  and restore
                  such losses.

         (g)      DISABLING  CODES.  EDS  will  not,  without  informing  the SK
                  Representative,  knowingly insert into the software used by it
                  hereunder any code or other device which would have the effect
                  of  disabling,   damaging,   erasing,  delaying  or  otherwise
                  shutting  down  all or any  portion  of  the  Services  or the
                  hardware,


                                       35
<PAGE>

         software or data used in providing  the  Services.  EDS will not invoke
         such code or other device at any time,  including  upon  expiration  or
         termination  of this  Agreement  for any  reason,  without  SK's  prior
         written consent.

         (h)      PASS-THROUGH  WARRANTIES AND  INDEMNITIES.  EDS agrees that it
                  will,  without  limitation  of any of  SK's  other  rights  or
                  remedies under this  Agreement,  pass through to SK any rights
                  it obtains under warranties and indemnities given by its third
                  party  subcontractors  or  suppliers  in  connection  with any
                  services,  software,  equipment or other products  provided by
                  EDS pursuant to this Agreement to the extent  permitted by the
                  applicable   subcontractors  or  suppliers.   If  pass-through
                  warranties and indemnities reasonably acceptable to SK are not
                  available  from a particular  subcontractor  or supplier,  EDS
                  will  discuss  the  matter  with  SK  prior  to  engaging  the
                  particular  subcontractor  or  supplier,  and the Parties will
                  mutually  determine to either accept the terms  available from
                  such subcontractor or supplier, in which case EDS will enforce
                  the  applicable  warranty  or  indemnity  on  behalf  of SK as
                  provided  below,  or deal with  another  vendor of  comparable
                  services,  software,  equipment  or other  products  that will
                  provide  warranties and indemnities  reasonably  acceptable to
                  SK.  In the  event  of a third  party  software  or  equipment
                  nonconformance,  EDS will coordinate with, and be the point of
                  contact for resolution of the problem through,  the applicable
                  vendor and, upon becoming aware of a problem, will notify such
                  vendor and will use commercially  reasonable  efforts to cause
                  such  vendor to promptly  repair or replace the  nonconforming
                  item  in  accordance  with  such  vendor's  warranty.  If  any
                  warranties  or  indemnities  may not be  passed  through,  EDS
                  agrees that it will,  upon the request of SK, take  reasonable
                  action to enforce any applicable warranty or indemnity,  which
                  is enforceable by EDS in its own name. However,  EDS will have
                  no obligation to resort to litigation or other formal  dispute
                  resolution   procedures   to  enforce  any  such  warranty  or
                  indemnity  unless  EDS  chooses  to do so  and  SK  agrees  to
                  reimburse EDS for all reasonable  costs and expenses  incurred
                  in  connection   with  any   litigation   or  formal   dispute
                  resolution, including reasonable attorneys' fees and expenses.
                  Notwithstanding  anything in this Section to the contrary, EDS
                  shall have the obligations,  responsibilities  and liabilities
                  regarding subcontractors as set forth in Section 2.3.

         (i)      SOFTWARE  DEVELOPMENT.  For a  period  of 180  days  following
                  acceptance  of any  Developed  Software (as defined in Section
                  7.1(e)) in accordance with the approval  procedures adopted by
                  the Parties, EDS warrants that each item of Developed Software
                  will conform in all material respects to the written technical
                  specifications agreed to by the Parties in accordance with the
                  software development  methodologies adopted by the Parties. As
                  soon as reasonably practicable after discovery by SK or EDS of
                  a  failure  of  the  Developed   Software  to  so  conform  (a
                  "Nonconformance"),  SK or EDS, as applicable,  will deliver to
                  the other a statement and supporting  documentation describing
                  in reasonable detail the alleged Nonconformance.  EDS will use
                  all commercially reasonable efforts to investigate and correct
                  such Nonconformance. The methods and


                                       36
<PAGE>

                  techniques for correcting  Nonconformances will be at the sole
                  discretion of EDS. The  foregoing  warranty will not extend to
                  any  Nonconformances  caused (i) by any change or modification
                  to software  without EDS' prior written  consent or (ii) by SK
                  operating  software  otherwise than (x) in accordance with the
                  applicable documentation, (y) for the purpose for which it was
                  designed  or (z) on  hardware  not  recommended,  supplied  or
                  approved  by  EDS.  Furthermore,  if,  after  undertaking  all
                  commercially  reasonable  efforts to remedy a breach by EDS of
                  the foregoing warranty, EDS, in the exercise of its reasonable
                  business  judgment,  determines  that any repair,  adjustment,
                  modification  or replacement is not feasible,  or in the event
                  that  the  Developed  Software   subsequent  to  all  repairs,
                  adjustments,  modifications and replacements continues to fail
                  to meet the  foregoing  warranty,  EDS will refund to SK, in a
                  manner and on a schedule  agreed to by the Parties and as SK's
                  sole and exclusive remedy for such failure, an amount equal to
                  the  charges  actually  paid by SK to EDS  for  the  Developed
                  Software  that  has  failed  to meet the  foregoing  warranty.
                  Notwithstanding  the other  provisions of this Section 6.1(i),
                  upon the  written  request  of SK,  EDS will use  commercially
                  reasonable  efforts to correct an alleged  Nonconformance  for
                  which EDS is not otherwise responsible hereunder because it is
                  caused of the  factors  listed  above and,  to the extent that
                  such  correction  cannot be performed  within the scope of the
                  Services,  such correction will be paid for by SK at EDS' then
                  current   commercial  billing  rates  for  the  technical  and
                  programming personnel and other materials utilized by EDS.

         (j)      INDUCEMENTS.  EDS covenants to SK that it has not violated and
                  will not violate any applicable  laws or regulations or any SK
                  policies  of which EDS has been  given  notice  regarding  the
                  offering  of  unlawful  inducements  in  connection  with  the
                  Agreement. If at any time during the Term of the Agreement, SK
                  determines  that the foregoing  representation  or warranty is
                  inaccurate,  then, in addition to any other rights SK may have
                  at law or in equity,  SK will have the right to terminate  the
                  Agreement for cause without  affording EDS an  opportunity  to
                  cure.

         (k)      NO HIDDEN COSTS.
                  ----------------
                  EDS covenants that:

                    (i)    all costs to be charged to SK in connection with EDS'
                           performance of the Services are expressly  identified
                           in the Agreement, and

                   (ii)    EDS is  unaware  of any costs (as  direct  charges or
                           otherwise) that SK will incur in connection with EDS'
                           performance  of the Services  that are not  expressly
                           set forth in the Agreement.

         (l)      YEAR 2000  COMPLIANCE.  With respect to Year 2000,  EDS agrees
                  that only original work created by EDS and delivered by EDS to
                  SK under  this  Agreement


                                       37
<PAGE>

                  or Statement of Works under this Agreement will store, compare
                  and display dates after January 1, 2000  correctly.  For third
                  party  hardware  and  software  provided  by  EDS  under  this
                  Agreement, EDS will use its commercially reasonable efforts to
                  request and obtain such third party's  certification that each
                  item of  hardware or software  provided  under this  Agreement
                  will be Year 2000 compliant.  If any such certification is not
                  available  then EDS shall  obtain the consent of SK in writing
                  prior to utilizing such item of hardware or software. Further,
                  should any such third party certification be proven incorrect,
                  EDS will use commercially  reasonable efforts to work with the
                  third party to correct such  certification,  or SK may request
                  and work with EDS to select a replacement  product if desired.
                  EDS and SK agree to  negotiate  in good faith any license fees
                  or  other   charges   associated   with  the   selection   and
                  implementation of such an alternative product.

6.2      DISCLAIMER OF  WARRANTIES.  EXCEPT AS OTHERWISE  EXPRESSLY  PROVIDED IN
         SECTION 6.1 AND ARTICLE V, EDS MAKES NO  REPRESENTATIONS OR WARRANTIES,
         EXPRESS   OR   IMPLIED,    REGARDING   ANY   MATTER,    INCLUDING   THE
         MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE
         OR PURPOSE,  OR RESULTS TO BE DERIVED FROM THE USE, OF ANY  INFORMATION
         TECHNOLOGY  SERVICE,  SOFTWARE,  HARDWARE OR OTHER  MATERIALS  PROVIDED
         UNDER  THIS  AGREEMENT,  OR THAT THE  OPERATION  OF ANY  SUCH  SERVICE,
         SOFTWARE,   HARDWARE  OR  OTHER  MATERIALS  WILL  BE  UNINTERRUPTED  OR
         ERROR-FREE.

                        ARTICLE VII. PROPRIETARY RIGHTS
                                     ------------------

7.1      SOFTWARE DEFINITIONS. For purposes of this Agreement:
         --------------------
         (a)      EDS SOFTWARE.  The term "EDS Software" means any Software that
                  is  owned or  developed  by or on  behalf  of EDS  before  the
                  Effective Date, or is acquired or developed by or on behalf of
                  EDS after the  Effective  Date without  reference to or use of
                  the intellectual property of SK or any vendor of the SK-Vendor
                  Software.  The  EDS  Software  that  is  expected,  as of  the
                  Effective  Date, to be used initially by EDS in performing the
                  Services is listed in Schedule 7.1(a).

         (b)      EDS-VENDOR SOFTWARE.  The term "EDS-Vendor Software" means any
                  Software that is proprietary to any party other than EDS or SK
                  and is  licensed  to  EDS.  The  EDS-Vendor  Software  that is
                  expected,  as of the Effective  Date, to be used  initially by
                  EDS in performing the Services is listed in Schedule 7.1(b).

         (c)      SK SOFTWARE. The term "SK Software" means any Software that is
                  owned or developed by or on behalf of SK before the  Effective
                  Date, or is acquired or developed by or on behalf of SK (other
                  than by EDS) after the Effective Date without  reference to or
                  use of the intellectual  property of EDS. The SK Software


                                       38
<PAGE>

                  that  is  expected,  as of  the  Effective  Date,  to be  used
                  initially  by EDS in  performing  the  Services  is  listed in
                  Schedule 7.1(c).

         (d)      SK-VENDOR  SOFTWARE.  The term "SK-Vendor  Software" means any
                  Software that is proprietary to any party other than SK or EDS
                  and is  licensed  to SK that is to be used in  performing  the
                  Services.  The SK-Vendor Software that is expected,  as of the
                  Effective  Date, to be used initially by EDS in performing the
                  Services is listed in Schedule 7.1(d).

         (e)      DEVELOPED  SOFTWARE.  The term "Developed  Software" means any
                  Software  that is  developed  and  delivered by EDS under this
                  Agreement,  and paid for by SK,  (i)  including  any  Software
                  Changes  made by EDS to SK Software or  SK-Vendor  Software as
                  part of the  Services,  but (ii)  excluding  (A) any  Software
                  Changes made to EDS Software or EDS-Vendor  Software,  (B) any
                  EDS  Software  or EDS  Development  Tools  that  are  used  in
                  developing,  modifying or  enhancing  any  Developed  Software
                  hereunder and (C) any Residual Technology.

         (f)      OTHER DELIVERABLES.  The term "Other Deliverables" means those
                  tangible,   viewable   items  other  than  Software  that  are
                  developed and delivered by EDS under this Agreement,  and paid
                  for by SK.

         (g)      EDS DEVELOPMENT TOOLS; EDS RESIDUAL TECHNOLOGY.  The term "EDS
                  Development Tools" means all know-how,  intellectual property,
                  methodologies,  processes, technologies,  algorithms, software
                  or development tools used in performing the Services which (i)
                  are based on trade secrets or proprietary  information of EDS,
                  (ii) are  developed  or created by or on behalf of EDS without
                  reference  to or  use of the  intellectual  property  of SK or
                  (iii)  are  otherwise  owned  or  licensed  by EDS.  The  term
                  "Residual    Technology"    means   the    ideas,    concepts,
                  methodologies,  processes and know-how  which are developed or
                  created by EDS in the course of  performing  the  Services and
                  may be retained by EDS' employees in intangible form.

         (h)      SOFTWARE. The term "Software",  as only used in the terms that
                  are defined in this  SECTION  7.1,  means  computer  programs,
                  together  with  input and  output  formats,  source and object
                  codes, program listings,  data models, flow charts,  outlines,
                  narrative descriptions,  operating instructions and supporting
                  documentation, and includes the tangible media upon which such
                  programs  and  documentation   are  recorded,   including  all
                  authorized reproductions of such programs. Except as otherwise
                  expressly  provided in this Agreement,  Software  includes any
                  corrections,   enhancements,   translations,    modifications,
                  updates,   new  releases,   new  versions  and  other  changes
                  (collectively, "Software Changes").

7.2      EDS  SOFTWARE.  All EDS Software,  including all Software  Changes made
         thereto,  will be and remain EDS' property,  and SK will have no rights
         or  interest  therein.  However,  EDS hereby  grants to SK a  perpetual
         (subject to compliance  with the terms on Schedule


                                       39
<PAGE>

         7.2),  nonexclusive  license to use, after the  Expiration  Date or the
         effective date of termination, whichever is applicable, the object code
         and source code form of any application  software  programs,  including
         existing documentation, of the EDS Software (if any) then being used by
         EDS in  performing  the  Services  solely for the purpose of SK (or any
         applicable  third  party  provider  assuming  the  obligations  of  EDS
         hereunder)   performing  the  services  previously   performed  by  EDS
         hereunder (the "Licensed Programs");  provided, however, that no source
         code license  shall be granted with  respect to any  development  tools
         that  are part of the EDS  Software.  Notwithstanding  anything  to the
         contrary in this Agreement,  such license will not include the right to
         use any Software  Changes  with respect to the EDS Software  other than
         those in use at the time the license is effective.

7.3      EDS-VENDOR  SOFTWARE.  All  EDS-Vendor  Software will be and remain the
         property of the applicable third party  vendor(s),  and, as between EDS
         and SK, any Software  Changes made by EDS thereto will be owned by EDS.
         EDS  will  obtain  all  consents  necessary  to  permit  EDS  (and  any
         subcontractors  of EDS engaged in  accordance  with this  Agreement) to
         Access the EDS-Vendor  Software in connection  with the  performance of
         the Services and will pay all costs and expenses associated  therewith.
         During the term of this Agreement,  EDS will pay all required  license,
         installation,   maintenance  and  upgrade  fees  with  respect  to  the
         EDS-Vendor Software.

7.4      SK SOFTWARE.  All SK Software,  excluding any Software  Changes made by
         EDS thereto as part of the Services  (which will be Developed  Software
         and will be owned as set forth in Section 7.6), will be and remain SK's
         property.  The SK Software  will be made  available to EDS in such form
         and on  such  media  as  EDS  may  reasonably  request,  together  with
         appropriate documentation.

7.5      SK-VENDOR  SOFTWARE.  All  SK-Vendor  Software,  excluding any Software
         Changes  made by EDS  thereto as part of the  Services  (which  will be
         Developed   Software   and,   subject  to  any   SK-Vendor   rights  or
         restrictions,  will be owned as set forth in SECTION 7.6),  will be and
         remain the  property  of the  applicable  third  party  vendor(s).  The
         SK-Vendor  Software  will be made  available to EDS in such form and on
         such  media  as EDS may  reasonably  request.  During  the term of this
         Agreement, SK will pay all appropriate required license,  installation,
         maintenance and upgrade fees with respect to the SK-Vendor Software.

7.6      DEVELOPED SOFTWARE.
         -------------------
         (a)      GENERAL.  SK will own the  copyright  in and to all  Developed
                  Software,  except as noted in SECTION  7.6(b).  Such Copyright
                  shall  give SK all  rights  to use,  copy,  modify,  maintain,
                  create derivative works from, and license,  sell,  publish, or
                  otherwise  transfer  the  Developed  Software for any business
                  purpose of SK. EDS agrees  that any  patentable  invention  or
                  idea disclosed to EDS in SK's  confidential  information or in
                  SK's  specifications  belongs to SK and nothing herein affects
                  such rights.  The rights in the Developed Software owned by SK
                  shall be


                                       40
<PAGE>

                  regarded  as a work made for hire and any such  rights  shall,
                  upon execution, be owned solely, completely and exclusively by
                  SK.  Such rights  that may not be  considered  a work made for
                  hire shall be deemed assigned and  transferred  completely and
                  exclusively  by EDS to SK by virtue of the execution of EDS of
                  this  Agreement  and EDS  waives  any rights or claims to such
                  rights. SK hereby grants to EDS (and any subcontractors of EDS
                  engaged in  accordance  with this  Agreement) a  royalty-free,
                  nontransferable,  nonexclusive license during the term of this
                  Agreement to use, copy, maintain,  modify,  enhance and create
                  derivative works of the Developed  Software for the benefit of
                  SK.  If any EDS  Software  or EDS  Development  Tools  used in
                  developing,  modifying or  enhancing  the  Developed  Software
                  hereunder  are  embedded  in or  required  for the use of such
                  Developed  Software,  EDS  hereby  grants  to  SK a  perpetual
                  (subject  to  compliance  with this  sentence),  royalty-free,
                  nonexclusive license to use such embedded EDS Software and EDS
                  Development  Tools solely in connection  with the internal use
                  and  exploitation  by SK, its Affiliates  and other  permitted
                  parties   hereunder   (such  as  former   Affiliates  and  any
                  applicable  third-party  provider  assuming the obligations of
                  EDS hereunder) of such Developed  Software and only so long as
                  such EDS Software and EDS Development Tools remain embedded in
                  or are required for the use of such  Developed  Software.  EDS
                  agrees to use all reasonable efforts to document in writing to
                  SK any EDS Software or EDS  Development  Tools  embedded in or
                  required for the use of the Developed Software.  As between SK
                  and EDS, EDS will own all  intellectual  property rights in or
                  related to the  Developed  Software  other than the  copyright
                  ownership  rights and other than SK's  ownership of patentable
                  ideas  or  inventions  disclosed  to EDS in SK's  confidential
                  information or SK's  specifications  granted to SK pursuant to
                  this Section 7.6(a).

         (b)      REPEATABLE,   REUSABLE  COMPONENTS.   Notwithstanding  Section
                  7.6(a), if EDS uses, in developing, modifying or enhancing any
                  Developed  Software,  any  repeatable  processes  or  reusable
                  forms,  templates  or  output,  EDS will own all  intellectual
                  property  rights  in or  related  to  all  Developed  Software
                  resulting from such use.  However,  SK will own, and will have
                  the right and  license to load,  execute,  display,  store and
                  otherwise  use,  the object  code and source code copy of such
                  Developed  Software  (including the EDS Development Tools that
                  are used in developing,  modifying or enhancing such Developed
                  Software  and  become,  and  remain,  embedded  therein or are
                  required for the use thereof)  provided by EDS to SK hereunder
                  for such  purpose;  provided,  however,  that no  source  code
                  license shall be granted with respect to any development tools
                  that  are part of the  Developed  Software.  Delivery  of such
                  object  code and source  code copy will occur  promptly  after
                  payment  by  SK  to  EDS  therefor  in  accordance  with  this
                  Agreement,  with EDS (and any subcontractors of EDS engaged in
                  accordance with this Agreement)  retaining the right to Access
                  such copy  during  the term of this  Agreement.  The right and
                  license granted to SK in this Section 7.6(b) will be perpetual
                  and nonexclusive.


                                       41
<PAGE>

7.2      OTHER DELIVERABLES.
         -------------------
         SK will  own  the  copyright  in and to all  Other  Deliverables.  Such
         Copyright  shall give SK all  rights to use,  copy,  modify,  maintain,
         create derivative works from, and license,  sell, publish, or otherwise
         transfer the Other  Deliverables  for any  business  purpose of SK. EDS
         agrees that any  patentable  invention or idea disclosed to EDS in SK's
         confidential  information or in SK's  specifications  belongs to SK and
         nothing   herein   affects  such  rights.   The  rights  in  the  Other
         Deliverables  owned by SK shall be regarded as a work made for hire and
         any such rights shall, upon execution, be owned solely,  completely and
         exclusively  by SK. Such rights that may not be  considered a work made
         for hire  shall be  deemed  assigned  and  transferred  completely  and
         exclusively  by EDS to SK by  virtue  of the  execution  of EDS of this
         Agreement and EDS waives any rights or claims to such rights. SK hereby
         grants to EDS a  royalty-free,  nontransferable,  nonexclusive  license
         during  the term of this  Agreement  to use,  copy,  maintain,  modify,
         enhance and create derivative works of the Other  Deliverables.  If any
         EDS Software or EDS Development Tools used in developing,  modifying or
         enhancing the Other Deliverables hereunder are embedded in or otherwise
         required  to use such Other  Deliverables,  EDS  hereby  grants to SK a
         perpetual, royalty-free,  nonexclusive license to use such EDS Software
         and EDS Development  Tools in connection  with the  exploitation of the
         Other  Deliverables  for its business  purposes.  EDS agrees to use all
         reasonable efforts to document in writing to SK any EDS Software or EDS
         Development  Tools  embedded  in or  required  for the use of the Other
         Deliverables.  EDS  will own all  intellectual  property  rights  in or
         related to the Other  Deliverables  other than the copyright  ownership
         rights and other than SK's ownership of patentable  ideas or inventions
         disclosed   to  EDS  in   SK's   confidential   information   or   SK's
         specifications granted to SK pursuant to this Section 7.7.

7.8      EDS DEVELOPMENT TOOLS; RESIDUAL TECHNOLOGY. Notwithstanding anything to
         the contrary in this  Agreement,  EDS will retain all right,  title and
         interest  in and to, and will be free to use,  (a) the EDS  Development
         Tools and (b) subject to the  confidentiality  obligations set forth in
         Section 8.4 and any  SK-Vendor  rights or  restrictions,  the  Residual
         Technology.  The Parties  acknowledge and agree that EDS' right,  title
         and interest in and to the Residual Technology  constitute  substantial
         rights  in  the  technology  developed  as a  result  of  the  Services
         performed under this Agreement. No licenses will be deemed to have been
         granted  by  either  Party  to  any  of  its  patents,  trade  secrets,
         trademarks or  copyrights,  except as otherwise  expressly  provided in
         this  Agreement.  Nothing in this  Agreement  will require EDS or SK to
         violate the  proprietary  rights of any third party in any  software or
         otherwise.

7.9      FURTHER  ASSURANCES.  EDS and SK agree to execute  and  deliver,  at no
         additional  cost to the delivering  party,  such other  instruments and
         documents as either Party reasonably requests to evidence or effect the
         transactions  contemplated  by this  ARTICLE  VII. EDS will provide SK,
         upon expiration or termination of this Agreement for any reason or upon
         SK's reasonable request, with sufficient  documentation and source code
         to fully  utilize all  Developed  Software and Other  Deliverables  the
         copyright  or  other  ownership


                                       42
<PAGE>

         rights to which will be owned by SK pursuant to SECTION 7.6(a), SECTION
         7.7 and SECTION 7.8, respectively.  EDS agrees that it will not file or
         disclose any patentable  invention it may  independently  create in the
         course of providing  the Services  hereunder.  The  provisions  of this
         Article  VII  will  survive  the  expiration  or  termination  of  this
         Agreement for any reason.

7.10     LIMITATION.  Notwithstanding any other provision of this Agreement,  SK
         and EDS shall not be deemed to have granted any  intellectual  property
         rights to the other that would violate their respective agreements with
         third  parties,  including,  but not  limited  to,  provisions  in such
         agreements relating to ownership of software changes.

7.11     RESIDUAL  KNOWLEDGE.  Nothing contained in the Agreement shall restrict
         either Party from the use of any general information  technology ideas,
         concepts, know-how and techniques relating to the Services which either
         Party,  individually  or  jointly,  develops  or  discloses  under  the
         Agreement,  provided  that in doing so such  Party  does not breach its
         obligations  under  Section 8.4 or infringe the  intellectual  property
         rights  of the  other  Party or third  parties  who  have  licensed  or
         provided materials to the other Party.

7.12     DOCUMENTATION.  All  documentation,  written  materials,  work  papers,
         configurations, manuals (including the Procedures Manual and the Change
         Control Procedures), and other work product prepared by or on behalf of
         EDS or EDS Agents in connection  with  providing the Services  shall be
         made available to SK on a non-exclusive  basis. All documentation  with
         respect to SK Software and SK-Vendor  Software shall be and will remain
         the property of SK.

7.13     COOPERATION  UPON  DIVESTITURE.  In the event of a  divestiture  of any
         business  or  business  unit of SK,  EDS shall  cooperate  with SK with
         respect to, and shall not  unreasonably  withhold or delay  consent to,
         EDS'  transfer of any license or right to use  Software to the buyer or
         any other person or entity obtaining the business or business unit.

7.14     ESCROW SOFTWARE. Upon the request of SK at any time during the Term and
         at the expense of SK, EDS shall deposit with a third-party escrow agent
         reasonably  selected by SK and  reasonably  acceptable  to EDS, a fully
         executable  copy of the  Software  then  being  used by EDS to  provide
         Services for SK,  including all related  documentation  (including  the
         related  source code,  if normally  provided by the third party vendor)
         and databases,  and shall thereafter regularly update such deposit on a
         weekly or other  mutually  agreeable  basis.  Any such deposit shall be
         pursuant to a written escrow  agreement among the escrow agent, SK, and
         EDS that  requires  that the escrow agent keep the  deposited  material
         confidential  and not  disclose it to anyone or use it for any purpose,
         except that SK may withdraw the  deposited  material from escrow if and
         when  SK  delivers  to  the  escrow  agent,  with  a  copy  to  EDS,  a
         certification that EDS is then obligated, but has failed, to deliver to
         SK a  copy  of the  deposited  material.  EDS  shall  inform  SK of any
         consents  from  third  parties  that are  required  in order  for SK to
         withdraw the deposited material from escrow or make any use thereof. SK
         shall have


                                       43
<PAGE>


         full  responsibility  for obtaining any such consents.  With respect to
         any such software placed into escrow,  SK shall have the right, but not
         the obligation,  to verify by any appropriate method that such software
         is complete and operational.

              ARTICLE VIII.   DATA, CONFIDENTIALITY AND AUDIT RIGHTS
                              --------------------------------------

8.1      DATA OF SK.  As between EDS and SK, information of or relating to SK or
         its  customers  (the "SK  Data") is  confidential,  will be  subject to
         SECTION  8.4 and will be and  remain the  property  of SK. EDS (and any
         subcontractors  of EDS engaged in  accordance  with this  Agreement) is
         hereby  authorized to have access to and to make use of the SK Data for
         the term of this Agreement as is appropriate for the performance by EDS
         of its  obligations  hereunder.  Upon expiration or termination of this
         Agreement for any reason,  subject to any record retention requirements
         of EDS, EDS will, at SK's  expense,  return to SK all of the SK Data in
         EDS' possession and in EDS' then existing  machine-readable  format and
         media.  EDS  will  not use  the SK Data  for  any  purpose  other  than
         providing the Services.

8.2      SAFEGUARDING DATA AND BACKUP.
         -----------------------------
         (a)      EDS will maintain safeguards against the destruction,  loss or
                  alteration  of the SK Data in the  possession of EDS which are
                  consistent  with those written  procedures  established and in
                  use by SK as of the Effective Date and provided to EDS. To the
                  extent that any such procedures  have not been  established or
                  are not as stringent, EDS will maintain safeguards that are no
                  less  rigorous  than  those  maintained  by EDS  for  its  own
                  information  of a  similar  nature.  SK  either  by  itself or
                  through a third party, will have the right to establish backup
                  security  for the SK Data  and to keep  backup  data  and data
                  files in its possession if it so chooses;  provided,  however,
                  that EDS will have  access to such  backup data and data files
                  as is reasonably required by EDS.

         (b)      Without limiting the generality of Section 8.2(a) above:

                    (i)    EDS or its personnel shall not attempt to access,  or
                           allow access to, any data,  files or programs  within
                           the information systems environment to which they are
                           not entitled under the  Agreement.  If such access is
                           attained,  EDS shall immediately report such incident
                           to SK, describe in detail any accessed  materials and
                           return to SK any copied or removed materials.

                   (ii)    EDS shall institute sound systems  security  measures
                           with respect to any shared processing environment and
                           with respect to the access and controls it affords to
                           its   employees,   Affiliates   and   EDS   Personnel
                           (including  the employees of such  Affiliates and EDS
                           Personnel)  to guard  against,  identify and promptly
                           terminate  the  unauthorized  access,  alteration  or
                           destruction of Software and SK Data.


                                       44
<PAGE>


         (c)      EDS  shall  provide  backup  of SK  Data  in  accordance  with
                  procedures  mutually agreed to in the applicable  Statement of
                  Work.

8.3      PRIVACY  LAWS.  The Parties  acknowledge  and agree that SK will be and
         remain the  controller  of the SK Data for  purposes of all  applicable
         laws  relating  to  data  privacy,   transborder  data  flow  and  data
         protection  (collectively,  the  "Privacy  Laws"),  and nothing in this
         Agreement  will restrict or limit in any way SK's rights or obligations
         as  owner  and/or  controller  of the SK Data for  such  purposes.  The
         Parties  also   acknowledge   and  agree  that  EDS  may  have  certain
         responsibilities  prescribed by applicable  Privacy Laws as a processor
         of the SK Data, and EDS hereby  acknowledges such  responsibilities  to
         the extent required thereby for processors of data and agrees that such
         responsibilities  will be  considered  as a part of the  Services to be
         provided by EDS under this Agreement;  PROVIDED,  HOWEVEr,  that in the
         event that Privacy Laws to which the  activities  contemplated  by this
         Agreement are subject are modified,  EDS will work with SK in an effort
         to continue to comply with such Privacy  Laws,  as so modified,  but to
         the extent that such  modifications  expand the scope of the activities
         previously undertaken by EDS pursuant to this SECTION 8.3, EDS will, at
         SK's  reasonable  request,   provide  such  additional   activities  as
         Additional Services.

8.4      CONFIDENTIALITY.
         ----------------
         (a)      CONFIDENTIAL  INFORMATION.  EDS and SK each  acknowledge  that
                  they may be furnished with,  receive, or otherwise have access
                  to  information  of or  concerning  the other Party which such
                  Party  considers  to be  confidential,  proprietary,  a  trade
                  secret or otherwise restricted including, marketing philosophy
                  and  objectives,  competitive  advantages  and  disadvantages,
                  technological  developments,  proprietary software and systems
                  and SK Data.  Each  Party  agrees  that all such  information,
                  documentation and all related material  (hereinafter  referred
                  to  as  "Confidential   Information")   obtained  by  it,  its
                  directors,  officers and  employees,  consultants,  agents and
                  representatives,   and  any  third   parties   with  which  it
                  contracts,  is,  and  shall be  considered,  confidential  and
                  proprietary  to the Party  hereto to which  such  Confidential
                  information  relates.  The  terms  of the  Agreement  shall be
                  deemed Confidential information.

         (b)      (i)  In the case of SK, Confidential  Information  also  shall
                       include:

                       (A)    all specifications,  designs,  documents,  corres-
                              pondence, documentation, data, and other materials
                              and work  products to the extent  prepared by EDS,
                              EDS'   Affiliates  or  Authorized   Subcontractors
                              exclusively  for  SK or  SK's  Affiliates  in  the
                              course of performing the Services;

                       (B)    all information concerning the operations, affairs
                              and businesses of SK, the financial affairs of SK,
                              and  the  relations  of  SK  with


                                       45
<PAGE>

                              its customers,  employees  and  service  providers
                              (including customer lists,  customer  information,
                              account information,  consumer markets  and  other
                              information  regarding  SK's  business   planning,
                              operations, or marketing activities);

                       (C)    SK-Vendor   Software   licensed  by  SK  or  a  SK
                              Affiliate;

                       (D)    SK Software;

                       (E)    SK Data or other  information  or data  stored  on
                              magnetic   media  or   otherwise,   and  obtained,
                              received,    transmitted,    processed,    stored,
                              archived,   or   maintained   by  EDS   under  the
                              Agreement; and

                       (F)    all business  processes,  methodologies  and other
                              similar information of SK.

                  (collectively, the "SK Confidential Information").


                   (ii)    In the case of EDS,  Confidential  Information  shall
                           also include:

                       (A)    all information concerning the operations, affairs
                              and  businesses of EDS, the  financial  affairs of
                              EDS, and the relations of EDS with its  customers,
                              employees   and   service   providers   (including
                              customer  lists,  customer  information,   account
                              information,    consumer    markets    and   other
                              information   regarding  SK's  business  planning,
                              operations, or marketing activities);

                       (B)    EDS-Vendor Software licensed by EDS;

                       (C)    EDS Software; and

                       (D)    all business  processes,  methodologies  and other
                              similar information of EDS.

                  (collectively, the "EDS Confidential Information").

         (c)      OBLIGATIONS.

                    (i)    Each Party's  Confidential  information  shall remain
                           the  property  of  that  Party  except  as  expressly
                           provided  otherwise  by the other  provisions  of the
                           Agreement.  SK and EDS  shall  each use at least  the
                           same degree of care,  but in any event no less than a
                           reasonable  degree of care, to prevent  disclosing to
                           third  parties the  Confidential  information  of the
                           other as it employs to avoid unauthorized disclosure,
                           publication or  dissemination  of its own information
                           of a  similar  nature;  provided  that  a



                                       46
<PAGE>


                           Party  may  disclose  such  information  to  entities
                           performing  services required hereunder where (i) use
                           of such  entity is  authorized  under the  Agreement,
                           (ii) such  disclosure  is  necessary  to permit  such
                           entity to  perform  its duties  hereunder  or use the
                           Services,  and (iii) such entity agrees in writing to
                           assume the obligations described in this Section. Any
                           disclosure  to such  entity  shall be under the terms
                           and conditions as provided in this Section.

                   (ii)    Confidential  Information  of a  Party  shall  not be
                           utilized  by the other  Party for any  purpose  other
                           than that of rendering  or using the  Services  under
                           this Agreement. Neither Party shall possess or assert
                           any  lien  or   other   right   against   or  to  the
                           Confidential  Information  of  the  other  Party.  No
                           Confidential Information,  or any part thereof, shall
                           be sold,  assigned,  leased, or otherwise disposed of
                           to third  parties  by  either  Party or  commercially
                           exploited by or on behalf of a Party,  its  employees
                           or agents.

                  (iii)    As  requested by either Party during the Term or upon
                           expiration or any termination of the Agreement,  such
                           Party  shall  either  return  in  a  form  reasonably
                           requested  by the  other  Party or  destroy,  as such
                           Party may direct, all material (including all copies)
                           in any medium that contains, refers to, or relates to
                           such Party's Confidential information.

                   (iv)    Each Party shall take reasonable steps to ensure that
                           its employees, consultants, agents, subcontractors or
                           representatives  comply  with  these  confidentiality
                           provisions.

         (d)      EXCLUSIONS.

                    (i)    Section  8.4  shall  not  apply  to  any   particular
                           information  that EDS or SK can  demonstrate (i) was,
                           at the  time of  disclosure  to it,  lawfully  in the
                           public  domain;  (ii)  after  disclosure  to  it,  is
                           published or otherwise  lawfully  becomes part of the
                           public  domain  through  no  fault  of the  receiving
                           Party;  (iii)  without  a breach  of duty owed to the
                           disclosing  party,  was  in  the  possession  of  the
                           receiving Party at the time of disclosure to it, (iv)
                           was  received  after  disclosure  to it  from a third
                           party  who  had  a  lawful  right  to  disclose  such
                           information  to it without any obligation to restrict
                           its   further   use  or   disclosure;   or  (v)   was
                           independently   developed  by  the  receiving   Party
                           without reference to Confidential  Information of the
                           furnishing  Party. In addition,  a Party shall not be
                           considered  to  have  breached  its   obligations  by
                           disclosing  Confidential  Information  of  the  other
                           Party as required to satisfy any legal requirement of
                           a   competent    government   body   provided   that,
                           immediately  upon  receiving  any such request and to
                           the  extent  that it may  legally  do so,  such Party
                           advises the other Party  promptly and prior to making
                           such  disclosure  in order  that the other  Party may


                                       47
<PAGE>


                           interpose  an  objection  to  such  disclosure,  take
                           action  to  assure   confidential   handling  of  the
                           Confidential  Information,  or take such other action
                           as it deems  appropriate to protect the  Confidential
                           Information.

                   (ii)    Either Party may disclose the terms and conditions of
                           the   Agreement  to  third   parties  that  (i)  have
                           expressed  a bona fide  interest  in  consummating  a
                           significant   financing,    merger   or   acquisition
                           transaction   between  such  third  parties  and  the
                           disclosing  Party,  (ii)  have a  reasonable  ability
                           (financial   and   otherwise)  to   consummate   such
                           transaction,  and (iii) have executed a nondisclosure
                           agreement  that (A)  includes  within  its  scope the
                           terms and  conditions  of the  Agreement,  (B) limits
                           distribution   to  those  with  a  need  to  know  in
                           connection with such transaction,  and (C) allows use
                           only in connection with the  transaction.  Each Party
                           shall  endeavor to delay the  disclosure of the terms
                           and  conditions of the Agreement  until the status of
                           discussions concerning such transaction warrants such
                           disclosure.

                  (iii)    In addition,  notwithstanding  any other provision of
                           this Agreement,  EDS acknowledges  that SK intends to
                           file a motion with the United States Bankruptcy Court
                           for the District of Delaware (the  "Motion")  seeking
                           authority to enter into this  Agreement.  This Motion
                           will contain  summary  pricing  information and other
                           information regarding this Agreement. EDS consents to
                           SK  attaching  as an  Exhibit to the Motion a copy of
                           this Agreement; provided, however, that copies of the
                           Schedules will not be attached due to their sensitive
                           and proprietary  nature. EDS consents to SK providing
                           the  Schedules  to the  Agent  for the  pre- and post
                           petition  secured  lenders  and  the  members  of the
                           Official   Committee  of  Unsecured   Creditors  (the
                           "Creditors  Committee")  appointed in SK's chapter 11
                           proceedings.  EDS  further  consents to the Agent and
                           the Creditor's  Committee  sharing the Schedules with
                           their counsel and other advisors as necessary.

         (e)      LOSS OF CONFIDENTIAL INFORMATION.
                  ---------------------------------

                  In the  event of any  unauthorized  disclosure  or loss of, or
                  inability to account for, any Confidential  Information of the
                  furnishing  Party by the  Party to whom such  information  was
                  disclosed,  upon  becoming  aware of such event the  receiving
                  Party  shall  promptly,  at its own  expense  (a)  notify  the
                  furnishing  Party  in  writing;   (b)  take  such  actions  as
                  reasonably   requested  by  the  furnishing   Party,  and  (c)
                  otherwise  cooperate with the furnishing Party to minimize the
                  adverse effects to the furnishing  Party of such event and any
                  damage resulting from such event.

         (f)      NO IMPLIED RIGHTS.
                  ------------------


                                       48
<PAGE>


                  Nothing  contained  in this  Section  shall  be  construed  as
                  obligating a Party to disclose its Confidential information to
                  the other Party,  or as granting to or  conferring on a Party,
                  expressly  or   impliedly,   any  rights  or  license  to  the
                  Confidential Information of the other Party.

         (g)      SURVIVAL.
                  ---------
                  This Section shall survive the  expiration or  termination  of
                  the Agreement for a period equal to the longer of

                    (i)    three  years  after  the later of (i)  expiration  or
                           termination of the Agreement, and (ii) the conclusion
                           of the provision of Termination/Expiration Assistance
                           pursuant to Section 11.5 of the Agreement; and

                   (ii)    the  period  that EDS is  required  to  maintain  and
                           provide  access  to  records,   documents  and  other
                           information   pursuant  to  Section   8.5(d)  of  the
                           Agreement;

                  provided, however, that with respect to any Confidential
                  Information that constitutes a trade secret under applicable
                  law such period of time shall be indefinite for so long as
                  such Confidential Information remains a trade secret.

8.5      AUDITS.
         -------

         (a)      EDS shall maintain a complete audit trail of all financial and
                  non-financial  transactions resulting from the Agreement. Upon
                  five (5) business days advance  notice  (unless a governmental
                  agency  requires  that less notice be allowed in a  particular
                  circumstance), subject to Section 8.5(b), EDS shall provide to
                  SK, its auditors  (including internal audit staff and external
                  auditors), inspectors, regulators and other SK representatives
                  as SK may  from  time to time  designate  in  writing,  direct
                  necessary  access at all  reasonable  times to any  Equipment,
                  Software,  EDS  Personnel,  SK  Facilities,  parts  of the EDS
                  Facilities  from which EDS is  providing  the  Services and to
                  data,  books and  records  relating  to the  Services  for the
                  purpose  of  performing  audits,   inspections  or  compliance
                  reviews of either EDS or any of its subcontractors to:

                    (i)    verify the accuracy of charges and invoices;

                   (ii)    verify  the  integrity  of SK Data  and  examine  the
                           systems  that  process,  store,  support and transmit
                           that data; and

                  (iii)    examine EDS'  performance of the Services  including,
                           to the extent applicable to the Services performed by
                           EDS and to the charges  therefor,


                                       49
<PAGE>

                           performing  audits (i) of practices  and  procedures,
                           (ii) of  hardware  and  Software  systems,  (iii)  of
                           general   controls   and   security   practices   and
                           procedures,  (iv) of  disaster  recovery  and back-up
                           procedures, (v) of the efficiency and costs of EDS in
                           performing  the  Services  (but  only  to the  extent
                           affecting   charges  for,  or  timing  of,   Services
                           hereunder),  or (vi)  necessary  to enable SK to meet
                           applicable regulatory requirements.

                  EDS shall provide to such  auditors,  inspectors,  regulators,
                  and  other  SK   representatives   such   assistance  as  they
                  reasonably require,  including  installing and operating audit
                  software.  EDS shall  cooperate fully with SK or its designees
                  in  connection   with  audit  functions  and  with  regard  to
                  examinations by regulatory authorities. SK agrees to cause its
                  auditors and  representatives  to comply with EDS'  reasonable
                  requirements regarding operations,  standards and security, as
                  well as confidentiality and  non-solicitation  agreements.  SK
                  shall not retain a direct  competitor  of EDS in the provision
                  of information technology outsourcing services as SK's outside
                  auditor.  Notwithstanding  anything  to the  contrary  in this
                  Agreement,  EDS will not be required to provide  access to the
                  proprietary  data  of  EDS  that  does  not  relate  to the SK
                  engagement or other EDS customers.

         (b)      LIMITATION  ON SK  AUDITS.  Notwithstanding  anything  in this
                  Section 8.5 to the  contrary,  SK shall only have the right to
                  conduct  an  audit  of  EDS  once  a  year  to  evaluate  EDS'
                  performance   hereunder   for   purposes   of   the   business
                  relationship between EDS and SK.

         (c)      AUDIT FOLLOW-UP.
                  ----------------
                    (i)    Promptly following any audit or examination  (whether
                           performed   by  or  on  behalf  of  SK,  EDS  or  any
                           regulatory authority),  SK shall conduct (in the case
                           of  an  internal  audit),  or  request  its  external
                           auditors or examiners to conduct,  an exit conference
                           with EDS to obtain  factual  concurrence  with issues
                           identified  in the review.  If an audit  reveals that
                           EDS has overcharged or undercharged SK, EDS or SK, as
                           the case may be,  will  promptly  pay the other Party
                           the  amount  of  such   overcharge  or   undercharge.
                           Notwithstanding   the   above,   SK  shall   have  no
                           obligation  to pay for any  undercharges  that should
                           have been  invoiced by EDS more than ninety (90) days
                           prior to the discovery of the undercharge.  EDS shall
                           make  available  promptly  to SK the  results  of any
                           review or audit conducted by EDS, its Affiliates,  or
                           their   contractors,    agents   or   representatives
                           (including internal and external auditors),  relating
                           to EDS'  operating  practices  and  procedures to the
                           extent relevant to the Services or SK.

                    (ii)   EDS and SK shall  meet to review  each  audit  report
                           promptly  after the issuance  thereof and to mutually
                           agree upon the appropriate  manner,  if any, in which
                           to  respond  to the  changes  suggested  by the audit
                           report.


                                       50
<PAGE>

                           Notwithstanding  the foregoing,  in the event that an
                           audit  reveals  that a problem  exists or that EDS is
                           not  complying   with  its   obligations   under  the
                           Agreement,  EDS shall promptly propose an appropriate
                           response,  prepare a project plan, gain approval from
                           SK  to  implement  such  plan,   implement  necessary
                           corrective  changes in  accordance  with the  project
                           plan,  and take such other actions as are  reasonably
                           necessary to correct such problem or  non-compliance.
                           SK and EDS agree to develop operating  procedures for
                           the  sharing  of audit and  regulatory  findings  and
                           reports  related  to  EDS'  operating  practices  and
                           procedures  produced  by auditors  or  regulators  of
                           either Party.

         (d)      RECORDS RETENTION.
                  ------------------
                  Until the latest of (a) three (3) years  after  expiration  or
                  termination  of the  Agreement,  (b) the date that all pending
                  matters relating to the Agreement (e.g., disputes) are closed,
                  and (c) the date that EDS is no longer  required to meet EDS's
                  records  retention  policy as such policy may be adjusted from
                  time to time,  EDS  will  maintain  and  provide  access  upon
                  request to records,  documents and other information  required
                  to meet  SK's  audit  rights  under the  Agreement  (including
                  complete and accurate records of and supporting  documentation
                  for,  the  amounts  billable  to,  credits  applicable  to and
                  payments made by SK under the Agreement).

                             ARTICLE IX.  PAYMENTS
                                          --------

9.1      CHARGES FOR  SERVICES.  In  consideration  for the  performance  of the
         Services,  SK will pay to EDS the charges set forth in SCHEDULE  9.1 OR
         ANY APPLICABLE  STATEMENT OF WORKS,  plus any and all applicable  taxes
         and other  amounts  described  in this  ARTICLE  IX. SK agrees that all
         amounts  owing to EDS  pursuant  to the  Agreement  shall be treated as
         administrative  expenses of SK and the Safety-Kleen  Estate pursuant to
         11 U.S.C.  Sections  503(b)(1) and  507(a)(1).  EDS will invoice SK for
         such charges on a monthly basis in advance,  with each invoice  setting
         forth the estimated  charges related to the following  month. The first
         such  invoice will  reflect any amounts  outstanding  from the Services
         provided  under the Letter of Intent.  After the initial  invoice,  the
         monthly  invoice  will reflect the amount for the  estimated  Services,
         adjusted  by any  over  or  underpayment  from  the  preceding  month's
         payment.  Provided  SK has  met its  payment  obligations  in a  timely
         manner, six (6) months after confirmation of SK's reorganization  plan,
         EDS will  adjust  its  invoicing  method to  invoice  for  charges on a
         monthly  basis in 9.1  arrears.  EDS either  will  include on each such
         invoice,  or will  bill SK  separately  for,  the taxes for which SK is
         responsible  hereunder.  EDS shall  provide  invoices  with  sufficient
         detail as reasonably  requested by SK in order for SK to understand the
         charges and manage them, to compare and track the charges to budget and
         project plans, to permit  reconciliation of the fees charged, to enable
         SK to properly  allocate and charge  business  units and  customers for
         such services and to address any other reasonable needs of SK.


                                       51
<PAGE>

9.2      TRAVEL AND TRAVEL-RELATED  EXPENSES. SK will pay, or reimburse EDS for,
         the reasonable travel and  travel-related  expenses incurred by EDS, in
         accordance  with SK's  standard  travel  reimbursement  guidelines,  in
         connection  with  EDS'  performance  of  its  obligations   under  this
         Agreement.   SK  has   provided   EDS  with  a  written  copy  of  such
         reimbursement  guidelines as in effect on the  Effective  Date and will
         forward to EDS a written copy of each amendment  thereto on or prior to
         the date on which such amendment becomes  effective.  Time spent by EDS
         personnel  during  travel will only be billed at 50% of the actual time
         traveled.   SK  may  book  directly,   at  SK's  expense,   all  travel
         arrangements  with airlines,  hotels and rental cars for EDS personnel.
         For those travel and  travel-related  expenses that are initially  paid
         for by EDS and are subject to  reimbursement by SK, EDS will invoice SK
         separately for all such expenses,  which invoice will be sent by EDS to
         SK after EDS incurs such expenses and will contain an itemized  listing
         of the applicable expenses. EDS and SK will work and cooperate with one
         another to  minimize  travel  expenses  to the extent  appropriate.  In
         addition,  in special  circumstances,  such as the possible significant
         travel that may be involved with  Statement of Work 7, the Parties will
         negotiate  in good faith  appropriate  terms  regarding  such travel to
         attempt to minimize these expenses to the extent practical.

9.3      OTHER  OUT-OF-POCKET  EXPENSES.  SK will pay, or reimburse EDS for, the
         reasonable out-of-pocket expenses, other than travel and travel-related
         expenses  covered  by  Section  9.2,  incurred  by EDS,  with the prior
         written  consent  of SK, in  connection  with EDS'  performance  of its
         obligations  under this  Agreement,  including  any purchases by EDS on
         behalf of SK of additional  items of property in  accordance  with SK's
         request as provided in Section 5.6. EDS will invoice SK separately  for
         all such out-of-pocket  expenses,  which invoice will be sent by EDS to
         SK after EDS incurs such expenses and will contain an itemized  listing
         of the applicable expenses.

9.4      ADMINISTRATIVE  EXPENSES.  Notwithstanding anything in the Agreement to
         the  contrary,  EDS shall not bill SK for, and SK shall not be required
         to pay, for any  expenses  that are not  directly  attributable  to the
         Services  being  delivered  hereunder,  such  as  negotiations  of  the
         Agreement and any related  documents,  preparation of Statement of Work
         or proposals, EDS sales activities,  internal EDS meetings, preparation
         of time sheets and bills, and EDS personnel performance reviews.

9.5      CERTAIN  EXPENSES.  In the  event  the  parties  agree  that EDS  shall
         receive,  review,  process and administer various bills for which SK is
         obligated  to pay,  EDS shall review and process such bills on a timely
         basis so that they are  provided by EDS to SK for SK's timely  payment.
         In  connection  with any such bills,  EDS shall answer any questions SK
         may reasonably have regarding such bills and shall otherwise reasonably
         assist SK with such bills.  To the extent a discount or other financial
         advantage  exists for prompt  payment of a bill, EDS shall provide this
         bill to SK in a timely  fashion such that SK may acting in the ordinary
         course obtain the benefit of such prompt payment.

9.6      CHARGES FOR ADDITIONAL SERVICES.  In consideration for any agreement by
         EDS to provide Additional Services,  SK will pay to EDS (a) the amounts
         mutually  agreed  to in  writing


                                       52
<PAGE>

         by EDS and SK for the Additional Services,  (b) any and all appropriate
         taxes and (c) the out-of-pocket expenses incurred by EDS (in accordance
         with SECTION 9.2 or SECTION 9.3, whichever is applicable) in connection
         with the performance by EDS of the Additional Services.

9.7      ANNUAL ADJUSTMENT TO CHARGES.  The charges set forth in SCHEDULE 9.1 or
         applicable  Statement  of  Works  will be  subject  to the  adjustments
         described in SCHEDULE 9.7.

9.8      TIME OF  PAYMENT;  DISPUTED  AMOUNTS.  Except  as  otherwise  expressly
         provided in this Agreement,  any amount due to EDS under this Agreement
         and not  disputed in good faith by SK (as  provided  below) will be due
         and payable on the 15th day following the date of invoice from EDS. All
         amounts will be payable to EDS by ACH or Wire  Transfer,  in accordance
         with payment  instructions  provided by EDS from time to time, so as in
         each case to constitute  immediately available funds by 12 noon, Plano,
         Texas time,  on the payment  date no matter what the method of payment.
         Any amount not paid when due will bear interest until paid at a rate of
         interest  equal to the  lesser of (a) the prime rate  established  from
         time to time by  Citibank  of New  York  plus  two  percent  or (b) the
         maximum rate of interest allowed by applicable law. If any portion of a
         variable  amount due to EDS under this  Agreement  is subject to a bona
         fide dispute  between the Parties,  SK will pay to EDS on the date such
         amount is due all amounts not  disputed in good faith by SK.  Within 10
         days of SK's receipt of the invoice on which a disputed amount appears,
         SK will notify EDS in writing of the  specific  items in dispute,  will
         describe in detail SK's  reason for  disputing  each such item and will
         deposit such disputed amount into an escrow account.  Within 10 days of
         EDS' receipt of such notice,  the Parties will  negotiate in good faith
         pursuant  to the  provisions  of ARTICLE X to reach  settlement  on any
         items that are the subject of such  dispute.  If SK does not notify EDS
         of any items in dispute  within such 10-day  period of time, SK will be
         deemed to have approved and accepted such invoice.

9.9      ACCOUNTABILITY. EDS shall maintain complete and accurate records of and
         supporting  documentation for the amounts billable to and payments made
         by SK  hereunder,  in accordance  with  generally  accepted  accounting
         principles applied on a consistent basis. EDS agrees to provide SK with
         documentation and other information with respect to each invoice as may
         be  reasonably  requested  by SK to verify the accuracy of such invoice
         and compliance  with the provisions of the Agreement.  In addition,  SK
         and its authorized agents and representatives shall have access to such
         records for purposes of audit.

9.10     SET-OFF. With respect to any amount to be paid by SK hereunder,  SK may
         set off against  such amount any amount that EDS is obligated to pay or
         credit SK, under the Agreement.

9.11     TAXES. The Parties' respective responsibilities for taxes arising under
         or in connection with this Agreement shall be as follows:


                                       53
<PAGE>

         (a)      Each Party  shall be  responsible  for any  personal  property
                  taxes  on  property  it  owns or  leases,  for  franchise  and
                  privilege  taxes on its  business,  and for taxes based on its
                  net income or entity level gross receipts.

         (b)      EDS  shall  be  responsible  for  any  sales,   use,   excise,
                  value-added, services, consumption, and other taxes and duties
                  payable  by EDS on any goods or  services,  other  than  those
                  goods or services that comprise out-of-pocket expenses payable
                  by SK to EDS pursuant to the Agreement, that are purchased and
                  used by EDS in providing the Services where the tax is imposed
                  on EDS'  acquisition  or use of such goods or services and the
                  amount of tax is  measured  by EDS'  costs in  acquiring  such
                  goods or services.

         (c)      SK  shall  be  responsible   for  any  sales,   use,   excise,
                  value-added,  services,  consumption,  or  other  tax  that is
                  assessed on the  provision of the Services as a whole,  or any
                  particular   service  received  by  SK  from  EDS  under  this
                  Agreement.

         (d)      In the event that a sales, use, excise, value added, services,
                  consumption,  or other tax is assessed on the provision of any
                  of the Services,  the Parties shall work together to segregate
                  the  payments  under this  Agreement  into  three (3)  payment
                  streams:

                    (i)    those for taxable Services;

                   (ii)    those in which  EDS  functions  merely  as a  payment
                           agent  for  SK  in  receiving  goods.   supplies,  or
                           services    (including    leasing    and    licensing
                           arrangements); and

                  (iii)    those for other nontaxable Services.

         (e)      The Parties agree to cooperate  with each other to enable each
                  to more  accurately  determine  its own tax  liability  and to
                  minimize  such  liability to the extent  legally  permissible.
                  EDS' invoices shall  separately state the amounts of any taxes
                  EDS is  collecting  from SK. Each Party shall provide and make
                  available  to the other any resale  certificates.  information
                  regarding  out-of-state  or  out-of-country  sales  or  use of
                  equipment,   materials  or  services,   and  other   exemption
                  certificates or information  reasonably requested by the other
                  Party.

         (f)      If any  claim is made or  liability  asserted  by notice to or
                  commencement  of  proceedings  against  EDS  (or  any  of  its
                  affiliates)  for  any  taxes  as to  which  SK  has a  payment
                  obligation  pursuant to this SECTION 9.11,  EDS will notify SK
                  of such claim or liability in writing and will furnish SK with
                  copies  of the  claim or  notice  of  liability  and all other
                  applicable   writings  received  from  the  applicable  taxing
                  authority. EDS' failure to so notify or furnish such copies to
                  SK  will  not  operate  to  relieve  SK of its  obligation  to
                  indemnify  EDS under this  Agreement;


                                       54
<PAGE>

                  unless SK is materially and adversely prejudiced  specifically
                  by such  failure to provide  notice.  Upon the receipt of such
                  notice,  SK and EDS shall promptly  negotiate in good faith as
                  to  the  appropriate   approach  to  handle  such  claim.  The
                  provisions of this Section 9.11 will survive the expiration or
                  termination of this Agreement for any reason.

         (g)      If SK determines  that EDS has charged and SK has paid any tax
                  under this  Section  9.11 in error and SK cannot seek a refund
                  of the taxes paid directly from the taxing authority, EDS will
                  assist SK in obtaining a refund if (i) requested by SK, (ii) a
                  good   faith,   reasonable   basis  (as   defined  in  Section
                  6662(d)(2)(B)(ii)(II) of the Internal Revenue Code of 1986, as
                  amended)  exists for such refund and (iii) EDS determines that
                  such  refund  will not result in an adverse  impact to EDS (or
                  any of its affiliates).

                         ARTICLE X.  DISPUTE RESOLUTION
                                     -------------------

Any dispute  between the  Parties  arising out of or relating to the  Agreement,
including with respect to the  interpretation  of any provision of the Agreement
and with respect to the  performance by EDS or SK, shall be resolved as provided
in this Article.

10.1     INFORMAL DISPUTE RESOLUTION.
         ----------------------------
         Prior to the initiation of formal dispute  resolution  procedures,  the
         Parties shall first attempt to resolve  their  dispute  informally,  as
         follows:

         (a)      Upon the written request of a Party,  each Party shall appoint
                  a designated representative, whose task it will be to meet for
                  the purpose of endeavoring to resolve such dispute.

                    (i)    The designated  representatives shall meet within ten
                           (10) business days of such written request to discuss
                           the  problem  and  attempt  to  resolve  the  dispute
                           without the necessity of any formal proceeding.  Each
                           Party shall furnish all  information  with respect to
                           the matter in issue which the  Parties  believe to be
                           appropriate   and  germane  in  connection  with  its
                           resolution.

                   (ii)    During  the  course  of  discussion,  all  reasonable
                           requests   made  by  one   Party   to   another   for
                           nonprivileged information, reasonably related to this
                           Agreement, shall be honored in order that each of the
                           Parties may be fully advised of the other's position.

                  (iii)    The specific format for the discussions shall be left
                           to the discretion of the designated representatives.


                                       55
<PAGE>

         (b)      If no  resolution of the dispute  occurs at this meeting,  the
                  two  officers  shall,  within ten (10)  business  days of said
                  meeting,  refer the matter to the next highest level of senior
                  management  for each Party (the  "Senior  Executives"),  which
                  Senior  Executives  shall  have the  authority  to settle  the
                  dispute. The referring  representatives shall promptly prepare
                  and exchange  memoranda stating the issues in dispute and each
                  other's  position on the merits,  summarizing the negotiations
                  which have taken place and attaching relevant documents.

                    (i)    The   Senior   Executives   shall  meet  as  soon  as
                           practicable,  but in no  event  later  than  ten (10)
                           business  days after the matter has been  referred to
                           them, the initial meeting  occurring at a location to
                           be selected by the parties.  Subsequent meetings,  if
                           required,   shall  be  rotated  between  each  Senior
                           Executive's   place  of  business  or  at  any  other
                           mutually agreeable location. If the Senior Executives
                           are unable to resolve the dispute  within thirty (30)
                           days of their  receipt of the matter for  resolution,
                           and  either  or  both  are   unwilling   to  continue
                           negotiations,  such dispute may be referred to formal
                           proceedings.

                   (ii)    In the event both Parties mutually agree in writing,

                           (A)     the dispute  may be  referred to  non-binding
                                   mediation in accordance  with the  Commercial
                                   Mediation  Rules of the American  Arbitration
                                   Association ("AAA").  Mediation shall be held
                                   in a neutral location to be determined by the
                                   Parties.  If the  Parties are unable to agree
                                   upon a neutral site,  the  mediation  will be
                                   held in Delaware.

                           (B)     The dispute shall be referred to  non-binding
                                   mediation  before one (1)  mediator  selected
                                   from  a  panel  of  persons  experienced  and
                                   knowledgeable in the computer  industry.  The
                                   mediator shall apply the laws of the state of
                                   the principal offices of the Party requesting
                                   mediation.  Each  Party  shall  bear  its own
                                   expenses and the parties  shall equally share
                                   the filing and other  administrative  fees of
                                   the  AAA and the  expenses  of the  mediator.
                                   Prior to the  initiation  of  mediation,  the
                                   aggrieved  Party will give the other Party at
                                   least   thirty  (30)  days   written   notice
                                   describing  the claim and  amount as to which
                                   it intends to initiate action.

                           (C)     The  Parties,   their   representatives   and
                                   participants  and the mediator shall hold the
                                   existence,   content   and   result   of  the
                                   mediation  in   confidence,   except  to  the
                                   limited  extent  necessary to enforce a final
                                   settlement agreement.


                                       56
<PAGE>

                           (D)     In the event  the  non-binding  mediation  is
                                   unsuccessful  to resolve  the  dispute,  each
                                   Party  may  pursue   any  and  all   remedies
                                   available to it at law and in equity.

         (c)      This  Section  shall not be  construed to prevent a Party from
                  instituting,  and a Party is authorized  to institute,  formal
                  proceedings  earlier to avoid the expiration of any applicable
                  limitations  period,  or to preserve a superior  position with
                  respect to other creditors,  or as provided in Section 10.2(a)
                  of the Agreement.

10.2     LITIGATION.
         -----------
         (a)      IMMEDIATE  INJUNCTIVE RELIEF. The Parties agree that disputes,
                  controversies  or claims  between them shall not be subject to
                  the  provisions  of Section  10.1  where a Party  makes a good
                  faith  determination  that a  breach  of  the  terms  of  this
                  Agreement  by  the  other  Party  is  such  that  a  temporary
                  restraining  order  or  other  injunctive  relief  is the only
                  appropriate and adequate  remedy.  If a Party files a pleading
                  with a court  seeking  immediate  injunctive  relief  and this
                  pleading is challenged  by the other Party and the  injunctive
                  relief sought is not awarded in  substantial  part,  the Party
                  filing the pleading seeking immediate  injunctive relief shall
                  pay  all  of the  costs  and  attorneys'  fees  of  the  Party
                  successfully challenging the pleading.

         (b)      JURISDICTION.
                  -------------

                    (i)    Subject to Subsection  (ii) of this  Subsection  (b),
                           the Parties consent to the exclusive  jurisdiction of
                           the United States  Bankruptcy  Court for the District
                           of   Delaware,   or  if  such  court  does  not  have
                           jurisdiction,  the United States  District  Court for
                           the State of Delaware, or if such court does not have
                           jurisdiction,  the state  court with the  appropriate
                           subject matter jurisdiction in Wilmington,  Delaware,
                           for all litigation  which may be brought with respect
                           to  the   terms   of,   and  the   transactions   and
                           relationships contemplated by, the Agreement.

                  ( ii)    The Parties  further  consent to the  jurisdiction of
                           any  state  court  located  within a  district  which
                           encompasses   assets  of  a  Party  against  which  a
                           judgment  has been  rendered for the  enforcement  of
                           such  judgment  or award  against  the assets of such
                           Party.

10.3     CONTINUED PERFORMANCE.
         ----------------------
         Each Party  agrees to continue  performing  its  obligations  under the
         Agreement  while any dispute is being resolved except to the extent the
         issue in dispute precludes  performance (dispute over payment shall not
         be deemed to preclude performance).


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<PAGE>

10.4     GOVERNING LAW.
         --------------
         The  Agreement  and  performance  under  it shall  be  governed  by and
         construed in  accordance  with the laws of State of  Delaware,  without
         regard to its choice of law principles.

                            ARTICLE XI. TERMINATION
                                        -----------

11.1     TERMINATION FOR CAUSE.
         ----------------------
         (a)      In the event that EDS:

                    (i)    commits a  material  breach of the  Agreement,  which
                           breach is not cured  within  thirty  (30) days  after
                           notice of breach from SK to EDS;

                   (ii)    commits a material  breach of the Agreement  which is
                           not  capable of being cured  within  thirty (30) days
                           and fails to (i) proceed  promptly and  diligently to
                           correct the breach,  (ii) develop  within thirty (30)
                           days  following  written  notice of breach  from SK a
                           complete  plan for curing the breach,  and (iii) cure
                           the breach within sixty (60) days of notice thereof;

                  (iii)    commits a material  breach of the  Agreement  that is
                           not subject to cure with due  diligence  within sixty
                           (60) days of written notice thereof; or

                   (iv)    commits   numerous   breaches   of  its   duties   or
                           obligations  which  collectively  have a significant,
                           adverse  effect  upon the  Services or  constitute  a
                           material breach of the Agreement;  provided, however,
                           that SK gives written notice of such breaches and EDS
                           has  failed  to   immediately   cure  such  breaches;
                           provided, further however, if such breaches are cured
                           and any such  breach  reoccurs  (whether  material or
                           not) then SK may immediately terminate this Agreement
                           as provided  below without a further right to cure by
                           EDS:

                  then SK may by giving written notice to EDS, terminate the
                  Agreement without charge to SK, in whole or in part, as of a
                  date specified in the notice of termination. If SK chooses to
                  terminate the Agreement in part, the charges payable under
                  this Agreement will be equitably adjusted to reflect those
                  Services that are terminated.

         (b)      In the event that SK:

                    (i)    fails to pay EDS when due  undisputed  charges  under
                           the Agreement  within  thirty days of written  notice
                           from EDS of the failure to make such payment;


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<PAGE>

                   (ii)    commits  a  material  breach  of a  provision  of the
                           Agreement  regarding EDS Confidential  Information or
                           Intellectual  Property Rights which is not capable of
                           being cured within thirty (30) days and fails to

                           (A)     proceed  promptly and  diligently  to correct
                                   the breach

                           (B)      develop  within  thirty (30) days  following
                                    written notice of breach from EDS a complete
                                    plan for curing the breach, and

                           (C)      cure the  breach  within  sixty (60) days of
                                    notice thereof

EDS may, by giving  written  notice to SK terminate  the  Agreement as of a date
specified in such notice of termination.

11.2     TERMINATION  FOR  CONVENIENCE.  SK may  terminate  this  Agreement  for
         convenience  and  without  cause at any time by giving EDS at least six
         (6) months prior written notice  designating the  termination  date and
         paying  to EDS on the  effective  date of  termination  the  applicable
         termination for convenience  charge  specified in Schedule 11.2. In the
         event that a purported  termination  for cause by SK under Section 11.1
         is determined by a competent authority not to be properly a termination
         for  cause,  then  such  termination  by SK  shall  be  deemed  to be a
         termination for  convenience  under this Section 11.2. EDS shall reduce
         the applicable  termination for convenience  charge in Schedule 11.2 by
         any costs assumed by SK,  including the amount of any assets  purchased
         by SK,  the book value of any assets  re-deployed,  or the  disposition
         proceeds of the remainder of the assets.

11.3     ADDITIONAL GROUNDS FOR TERMINATION.
         -----------------------------------
         (a)      EDS  may,  at  its  sole  option  and  without  prior  Notice,
                  terminate the Agreement and any outstanding Statement of Works
                  in the occurrence of any one or more of the following:

                    (i)    The existing  Chapter 11 case of Safety-Kleen  Corp.,
                           Safety-Kleen Services,  Inc. or Safety-Kleen Systems,
                           Inc. are converted to a Chapter 7 case;

                   (ii)    A plan of  reorganization  is  confirmed in the case,
                           but the plan does not become "effective"; or

                  (iii)    A plan of  reorganization  is  confirmed in the case,
                           but the plan is not "substantially consummated".


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<PAGE>

         (b)      In  addition,  once SK's  plan of  reorganization  has  become
                  effective,  and SK emerges from bankruptcy ("Reorganized SK"),
                  if any one or more of the following occurs:

                    (i)    A  bankruptcy  case under  Chapter 7 or Chapter 11 of
                           the United  States  Code is  commenced  by or against
                           Reorganized SK or any of its subsidiaries, divisions,
                           or  affiliates  and an order of relief is entered and
                           not dismissed within 60 days;

                   (ii)    A receiver,  custodian, or trustee, not elected by or
                           consented to by  Reorganized  SK's Board of Directors
                           is appointed or takes control over  substantially all
                           of  Reorganized   SK's  property  or  Reorganized  SK
                           itself; or

                  (iii)    Reorganized SK makes an  "assignment  for the benefit
                           of creditors"  under  applicable  state  statutory or
                           common law; provided,  however,  this subparagraph is
                           not  intended  to cover  transfers  made  pursuant to
                           Reorganized SK's confirmed plan of reorganization;

then EDS may,  at its sole  option  and  without  prior  Notice,  terminate  the
Agreement and any outstanding Statement of Works.

         (c)      EDS may  also,  at its  sole  option  and  with 30 days  prior
                  written  notice,  terminate the Agreement and any  outstanding
                  Statements of Work in accordance with Section 14.5.

11.4     EXTENSION OF TERMINATION EFFECTIVE DATE.
         ----------------------------------------
         SK may extend the effective  date of  termination of this Agreement one
         or more times as it elects,  at its sole discretion,  provided that the
         total of all such  extensions  shall  not  exceed  twelve  (12)  months
         following the original effective date of termination. The period of any
         such  extension  shall not be less than one hundred  eighty (180) days;
         provided,  however,  SK may extend the period for less than 180 days if
         SK agrees to pay EDS' demonstrable  out-of-pocket  expenses incurred by
         EDS as a result of such shorter  extension.  EDS shall receive at least
         sixty days notice of the extension.  In such event,  the Services shall
         be provided  pursuant to and on the terms and  conditions  set forth in
         the Agreement.

11.5     TERMINATION/EXPIRATION ASSISTANCE.

         (a)      Commencing   six  (6)  months  prior  to  expiration  of  this
                  Agreement  or on  such  earlier  date  as SK may  request,  or
                  commencing upon any notice of termination or of non-renewal of
                  this  Agreement  (including  notice based upon default by SK),
                  and continuing  through the effective date of expiration,  or,
                  if  applicable,  through the effective  date of termination of
                  the Agreement,  EDS shall provide


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<PAGE>

                  to SK, or at SK's  request to SK's  designee,  the  reasonable
                  termination/expiration   assistance   requested   by   SK   to
                  facilitate  the orderly  transfer of the Services to SK or its
                  designee        ("Termination/Expiration         Assistance").
                  Termination/Expiration Assistance shall include the following:

                    (i)    SK or SK's designee  shall be permitted to undertake,
                           without  interference  from  EDS,  to hire any of the
                           Transitioned   Employees.   EDS   will   provide   SK
                           reasonable  access to such  employees for  interviews
                           and  recruitment  and will not  interfere  with  SK's
                           efforts to employ such personnel. EDS shall waive its
                           rights,  if any, under  contracts with such personnel
                           restricting  the  ability  of  such  personnel  to be
                           recruited or hired by SK.

                   (ii)    If SK is  entitled  pursuant to this  Agreement  to a
                           sublicense  or other right to use any Software  owned
                           by EDS and utilized in performing  the Services,  EDS
                           shall provide such  sublicense or other right, to the
                           extent   such   license  is  not   already   provided
                           hereunder.

                  (iii)    EDS shall proceed  promptly,  upon SK's  request,  to
                           transfer some or all of the agreements  regarding the
                           Software   that   may   be   transferred   to  SK  as
                           contemplated by Section 3.8.

                   (iv)    At SK's request EDS shall: (A) proceed promptly, upon
                           SK's   request  to  transfer   some  or  all  of  the
                           agreements   regarding  the  Equipment  that  may  be
                           transferred to SK as contemplated by Section 5.4; and
                           (B) sell to SK or its  designee,  at book value,  the
                           Equipment  owned by EDS that was used  exclusively in
                           providing  the  Services  as of such date.  EDS shall
                           also   provide  all  user  and  other   documentation
                           relevant   to  such   Equipment   which  is  in  EDS'
                           possession.  SK will assume  responsibility under any
                           maintenance  agreements  for  such  Equipment  to the
                           extent such responsibilities  relate to periods after
                           the  date  of   termination   or  expiration  of  the
                           Agreement.

                    (v)    EDS shall assist SK in obtaining any necessary rights
                           to any third party  services  then being  utilized by
                           EDS in the  performance  of  the  Services  including
                           services being  provided  through third party service
                           contracts on  Equipment  and  Software,  that are not
                           covered by Sections  3.8 or 5.4. EDS will be entitled
                           to retain the right to utilize  any such third  party
                           services  in  connection   with  the  performance  of
                           services for any other EDS customer.

                   (vi)    SK shall  reimburse  EDS if EDS has paid the  charges
                           and other amounts due under  contracts or licenses in
                           subsections  (ii) - (v)  assigned  to SK  where  such
                           charges are attributable to periods after the date of
                           termination.


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<PAGE>

         (b)      For a period of twelve (12)  months  following  the  effective
                  date of  termination or expiration  under other  provisions of
                  the Agreement,  EDS shall provide, at SK's request, any or all
                  of the Services being performed by EDS prior to such effective
                  date,  including  any of the Services  described in Subsection
                  (a) of this Section.  To the extent EDS is to perform Services
                  under this  Subsection  (b), the  provisions  of the Agreement
                  shall  be  applicable  as  such  provisions  would  have  been
                  applicable to such Services prior to such effective  date, and
                  the charges for such  Termination/Expiration  Assistance shall
                  be the then-current  charges  applicable to the Services being
                  provided  under  this  Subsection.  The  period  of  any  such
                  post-termination  Services  shall not be less than one hundred
                  eighty (180) days; provided, however, SK may extend the period
                  for less than 180 days if SK  agrees to pay EDS'  demonstrable
                  out-of-pocket  expenses for additional  Software  license fees
                  incurred  by EDS as a result of such  shorter  extension.  EDS
                  shall  receive at least  sixty days  notice of the  extension.
                  This Subsection (b) shall survive termination or expiration of
                  the Agreement.

         (c)      In the event this Agreement is terminated by EDS in accordance
                  with  Section  11.1(b),  SK shall be  required  to prepay  the
                  estimated  applicable  charges  monthly  in  advance  for such
                  Termination/Expiration    Assistance   and    post-termination
                  Services.  Following  each month the Parties  will true-up any
                  over/under payments made and refund/pay such  overage/underage
                  within fifteen (15) business days.

         (d)      If  any  Termination/Expiration  Assistance  provided  by  EDS
                  requires the  utilization  of  additional  resources  that EDS
                  would not otherwise use in the  performance  of the Agreement,
                  SK will pay EDS for such  usage at the  professional  services
                  rates and in the  manner  set forth in the  Agreement.  If the
                  Termination/Expiration  Assistance requires EDS to incur costs
                  that EDS would not otherwise  incur in the  performance of the
                  Services under this Agreement, then EDS shall notify SK of the
                  identity and scope of the activities  requiring that EDS incur
                  such costs and the  projected  amount of the charges that will
                  be payable by SK for the performance of such assistance.  Upon
                  SK's  authorization,   EDS  shallperform  the  assistance  and
                  invoice SK for such charges.  Within thirty (30) business days
                  after the date of the invoice SK shall pay EDS for authorized,
                  additional  charges incurred to provide such assistance to SK.
                  If EDS is being  paid in advance in  accordance  with  Section
                  11.5(c),  then these amounts payable under this subsection (d)
                  shall also be paid in advance  in a similar  fashion  with the
                  accompanying true-up.

11.6     SK  FAILURE  TO  PERFORM.  SK's (or any third  party  acting  under the
         control of SK) failure to perform any of its responsibilities set forth
         in the Agreement  (other than as provided in Subsection  11.1(b) of the
         Agreement)  shall not be deemed to be grounds for  termination  by EDS;
         provided,  however,  that EDS'  nonperformance of its obligations under
         the  Agreement  shall  be  excused  if and to the  extent  (a) such EDS
         nonperformance    results    from   SK's   failure   to   perform   its
         responsibilities,  and (b) EDS


                                       62
<PAGE>

         provides  SK with  reasonable  notice of such  nonperformance  and uses
         commercially reasonable efforts to perform notwithstanding SK's failure
         to perform (with SK reimbursing  EDS for its  additional  out-of-pocket
         Expenses for such efforts).

                     ARTICLE XII.  INDEMNITIES AND LIABILITY
                                   -------------------------
12.1     INDEMNITY BY EDS. EDS agrees to indemnify,  defend and hold harmless SK
         and its Affiliates and their respective officers, directors, employees,
         agents, successors, and assigns, from any and all losses,  liabilities,
         damages and claims  (including  taxes),  and related costs and expenses
         (including  reasonable  attorneys'  fees and expenses)  (the  "Losses")
         arising from, in connection  with, or based on  allegations  of, any of
         the following:

         (a)      any claim for a penalty, interest or other charge imposed by a
                  taxing authority assessed against SK which are the obligations
                  of EDS under the  Agreement  (except  with  respect  to actual
                  taxes, if any, that are payable by SK under this Agreement);

         (b)      EDS'  failure  to  perform  any  duties or  obligations  to be
                  performed  on or after the  Effective  Date by EDS under third
                  party  software  licenses  or third party  service  contracts,
                  including but not limited to, SK's contract with SAP. However,
                  EDS will have no obligation  with respect to any Losses to the
                  extent  arising  out  of  or in  connection  with  claims  for
                  copyright  infringement  and/or breach of Software licenses or
                  third party service  contracts  related to the Services (i) to
                  the  extent  resulting  from a failure  to  obtain a  required
                  consent for SK provided third party  software,  (ii) committed
                  by SK, Affiliates and subcontractors other than as a result of
                  EDS' failing to perform its obligations under the Agreement or
                  (iii) to the  extent  arising  out of or  resulting  from SK's
                  failing to perform its obligations under this Agreement;

         (c)      Any claim of a third party subcontractor of EDS relating to or
                  arising out of the provision of the Services; and

         (d)      Subject to the  procedures  set forth in Section 12.5, and the
                  exceptions  contained  in this  Section  12.1(d),any  claim of
                  infringement  of any United States  patent,  trademark,  trade
                  secret,  copyright or other proprietary right, alleged to have
                  occurred because of Software (other than third party software)
                  or Confidential  Information provided by EDS. EDS will have no
                  liability to SK hereunder if (i) the claim of  infringement is
                  based upon the use of software  provided by EDS  hereunder  in
                  connection  or  in  combination  with  equipment,  devices  or
                  software not supplied by EDS or used in a manner for which the
                  software  was not  designed,  (ii) SK  modifies  any  software
                  provided by EDS hereunder and such infringement would not have
                  occurred bur for such  modification,  or SK, on its own,  uses
                  the software in the  practice of a patented  process and there
                  would be no infringement  in the absence of such practice,  or


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<PAGE>

                  (iii) the claim of infringement  arises out of EDS' compliance
                  with specifications provided by SK and such infringement would
                  not have occurred but for such compliance.

12.2     INDEMNITY BY SK. SK agrees to  indemnify,  defend and hold harmless EDS
         and its Affiliates and their respective officers, directors, employees,
         agents,  successors, and assigns, from any and all Losses arising from,
         in connection with, or based on allegations of, any of the following:

         (a)      SK's  failure  to pay  rent or  utilities  at any SK  facility
                  location where SK is required to furnish space or utilities to
                  EDS pursuant to the Agreement;

         (b)      Subject to the  procedures  set forth in Section 12.5, and the
                  exceptions  contained  in this Section  12.2(b),  any claim of
                  infringement  of any United States  patent,  trademark,  trade
                  secret,  copyright or other proprietary right, alleged to have
                  occurred because of Software (other than third party software)
                  or  Confidential  Information  provided by SK. SK will have no
                  liability to EDS hereunder if (i) the claim of infringement is
                  based upon the use of  software  provided by SK  hereunder  in
                  connection  or  in  combination  with  equipment,  devices  or
                  software  not supplied by SK or used in a manner for which the
                  software  was not  designed,  (ii) EDS  modifies  any software
                  provided by SK hereunder and such infringement  would not have
                  occurred but for such  modification,  or EDS, on its own, uses
                  the software in the  practice of a patented  process and there
                  would be no infringement  in the absence of such practice,  or
                  (iii) the claim of infringement  arises out of SK's compliance
                  with  specifications  provided  by EDS and  such  infringement
                  would not have occurred but for such compliance;

         (c)      Any claim for a penalty,  interest or other charges imposed by
                  a  taxing   authority   assessed  against  SK  which  are  the
                  obligations of SK under the Agreement  (except with respect to
                  actual  taxes,  if any,  that are  payable  by EDS  under  the
                  Agreement).

12.3     ADDITIONAL INDEMNITIES.  EDS and SK each agree to indemnify, defend and
         hold  harmless  the other,  and its  Affiliates,  officers,  directors,
         employees, agents, successors, and assigns, from any and all Losses and
         threatened  Losses  arising  from,  in  connection  with,  or  based on
         allegations of, any of the following:

         (a)      the death or bodily injury of any agent,  employee,  customer,
                  business  invitee,  or business visitor or other person caused
                  by the tortious  conduct of the indemnitor,  the Affiliates of
                  the  indemnitor or  subcontractors  of the  indemnitor and its
                  Affiliates;

         (b)      any claim for personal  injury or property  damage caused by a
                  Party,    its   Affiliates,    its   employees,    agents   or
                  subcontractors; or


                                       64
<PAGE>

         (c)      any fines or claims  resulting  from a  violation  of any law,
                  regulation or other governmental obligation of a Party.

         Each  Party  shall be  responsible  for  damages  to  their  respective
         tangible personal or real property (whether owned or leased),  and each
         Party agrees to look only to their own insuring  arrangements  (if any)
         with  respect  to such  Losses.  EDS and SK waive all rights to recover
         against each other for any Losses caused by damage to their  respective
         tangible  personal  property (whether owned or leased) or real property
         from  any  cause  covered  by  insurance  maintained  by each of  them,
         including their respective deductibles or self-insured retentions.  EDS
         and SK will  cause  their  respective  insurers  to  issue  appropriate
         waivers of subrogation  rights  endorsements to all property  insurance
         policies maintained by each Party.

12.4     INFRINGEMENT.
         -------------
         (a)      If any EDS Software, third party software licensed directly by
                  EDS (which  shall not include EDS  assumed  Software  licenses
                  from SK) or Equipment (except for Equipment provided to EDS by
                  SK, whether purchased or assumed) used to provide the Services
                  becomes,  or in EDS'  reasonable  opinion is likely to become,
                  the subject of an  infringement or  misappropriation  claim or
                  proceeding,  EDS shall,  in  addition  to  indemnifying  SK as
                  provided  in this  Article  12 and to the other  rights SK may
                  have  under  this  Agreement,  promptly  at EDS'  expense  use
                  commercially   reasonable  efforts  to  secure  the  right  to
                  continue  using the item or replace or modify the item to make
                  it  non-infringing,  provided  that  any such  replacement  or
                  modification  will not degrade the  performance  or quality of
                  the affected  component of the Services.  In the event neither
                  of such actions can be  accomplished  by EDS, and only in such
                  event,  EDS shall  remove the item from the  Services and EDS'
                  charges shall be equitably adjusted to reflect such removal.

         (b)      If any SK Software,  or third party software licensed directly
                  by SK  used  to  provide  the  Services  becomes,  or in  SK's
                  reasonable  opinion  is likely to  become,  the  subject of an
                  infringement  or  misappropriation  claim  or  proceeding,  SK
                  shall,  in  addition to  indemnifying  EDS as provided in this
                  Article  12 and to the other  rights  EDS may have  under this
                  Agreement,   promptly  at  SK's   expense   use   commercially
                  reasonable  efforts to secure the right to continue  using the
                  item or  replace  or modify  the item in  accordance  with the
                  Change Control Process.

12.5     INDEMNIFICATION PROCEDURES
         --------------------------
         With  respect  to  third-party   claims,   including  claims  regarding
         infringement, the following procedures shall apply:


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<PAGE>

         (a)      NOTICE.  Promptly  after  receipt  by any entity  entitled  to
                  indemnification  under Sections 12.1 through 12.3 of notice of
                  the  commencement  or  threatened  commencement  of any civil,
                  criminal,   administrative,   or   investigative   action   or
                  proceeding   involving   a  claim  in  respect  of  which  the
                  indemnitee  will  seek  indemnification  pursuant  to any such
                  Section,  the indemnitee  shall promptly notify the indemnitor
                  of  such  claim  in  writing.  No  failure  to  so  notify  an
                  indemnitor  shall  relieve  it of its  obligations  under this
                  Agreement except to the extent that it can demonstrate damages
                  attributable  to  such  failure.   Within  fifteen  (15)  days
                  following  receipt  of  written  notice  from  the  indemnitee
                  relating to any claim,  but no later than ten (10) days before
                  the date on which any  response to a  complaint  or summons is
                  due or such lesser period as is reasonable given the nature of
                  the Claim and the notice and response time permitted by law or
                  the facts and  circumstances,  the indemnitor shall notify the
                  indemnitee  in  writing  if the  indemnitor  elects  to assume
                  control of the defense and settlement of that claim (a "Notice
                  of  Election").  The  indemnitee  agrees to  cooperate in good
                  faith  with the  indemnitor  at the  request  and  expense  of
                  indemnitor.

         (b)      PROCEDURE  FOLLOWING  NOTICE OF  ELECTION.  If the  indemnitor
                  delivers a Notice of Election relating to any claim within the
                  required  notice period,  the indemnitor  shall be entitled to
                  have sole  control  over the  defense and  settlement  of such
                  claim;  provided that (i) the indemnitee  shall be entitled to
                  participate in the defense of such claim and to employ counsel
                  at its own  expense to assist in the  handling  of such claim,
                  and  (ii)  the  indemnitor  shall  obtain  the  prior  written
                  approval of the indemnitee before entering into any settlement
                  of such claim or ceasing to defend  against such claim.  After
                  the indemnitor has delivered a Notice of Election  relating to
                  any claim in  accordance  with the  preceding  paragraph,  the
                  indemnitor shall not be liable to the indemnitee for any legal
                  expenses  incurred by the  indemnitee in  connection  with the
                  defense of that claim. In addition,  the indemnitor  shall not
                  be required to indemnify the indemnitee for any amount paid or
                  payable by the  indemnitee in the  settlement of any claim for
                  which the indemnitor has delivered a timely Notice of Election
                  if such amount was agreed to without  the  written  consent of
                  the indemnitor.

         (c)      PROCEDURE  WHERE NO NOTICE OF  ELECTION IS  DELIVERED.  If the
                  indemnitor  does not deliver a Notice of Election  relating to
                  any claim within the required  notice  period,  the indemnitee
                  shall have the right to defend the claim in such  manner as it
                  may  deem  appropriate,   at  the  cost  and  expense  of  the
                  indemnitor.   The  indemnitor  shall  promptly  reimburse  the
                  indemnitee for all such costs and expenses.

12.6     SUBROGATION.  In the event that an  indemnitor  shall be  obligated  to
         indemnify an indemnitee  pursuant to Sections  12.1 through  12.3,  the
         indemnitor  shall,  upon payment of such  indemnity in full,  except as
         provided in Section 12.3, be subrogated


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<PAGE>

         to all  rights of the  indemnitee  with  respect to the claims to which
         such indemnification relates.

12.7     LIABILITY RESTRICTIONS.
         -----------------------
         (a)      Subject  to  Subsection  12.7(c)  below,  each  Party's  total
                  liability  to  the  other,  whether  in  contract  or in  tort
                  (including breach of warranty, negligence and strict liability
                  in tort)  shall be  limited  to and  will  not  exceed  in the
                  aggregate an amount equal to $12,000,000.

         (b)      SUBJECT TO SUBSECTION  12.7(C)  BELOW,  NEITHER PARTY SHALL BE
                  LIABLE FOR ANY  SPECIAL,  PUNITIVE,  INDIRECT,  INCIDENTAL  OR
                  CONSEQUENTIAL  DAMAGES,  INCLUDING,  BUT NOT  LIMITED TO, LOST
                  INCOME OR LOST REVENUE WHETHER BASED IN CONTRACT,  TORT OR ANY
                  OTHER THEORY.

         (c)      The  limitations  set forth in Subsections (a) and (b) of this
                  Section shall not apply with respect to:

                    (i)    Losses   occasioned  by  the   intentional   tortious
                           conduct,  willful misconduct or gross negligence of a
                           Party; or

                   (ii)    Losses  caused  by  claims  that are the  subject  of
                           indemnification pursuant to Sections 12.1(a), Section
                           12.1(d), 12.2(b),or 12.2(c).

         (d)      DUTY  TO  MITIGATE.  Each  Party  has a duty to  mitigate  the
                  damages  that would  otherwise be  recoverable  from the other
                  pursuant  to  this   Agreement  by  taking   appropriate   and
                  reasonable  actions  to  reduce  or limit  the  amount of such
                  damages.

         (e)      CONTRACTUAL  STATUTE OF  LIMITATIONS.  No claim and demand for
                  mediation or arbitration or cause of action which arose out of
                  an event or events which occurred more than two years prior to
                  the filing of a demand for  mediation or  arbitration  or suit
                  alleging a claim or cause of action may be  asserted by either
                  Party against the other.

         (f)      ACKNOWLEDGMENT.  The Parties  expressly  acknowledge  that the
                  limitations and exclusions set forth in this Section have been
                  the  subject of active and  complete  negotiation  between the
                  Parties  and  represent  the  Parties'  agreement  taking into
                  account  each  Party's  level  of  risk  associated  with  the
                  performance or  nonperformance  of its obligations  under this
                  Agreement and the payments and other benefits to be derived by
                  each Party pursuant to this Agreement.  The


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<PAGE>

                  provisions  of this  Section will  survive the  expiration  or
                  termination of this Agreement for any reason.

         (g)      RISK OF BUSINESS;  INDEMNIFICATION. SK acknowledges and agrees
                  that in running its business it faces  business  risk separate
                  and apart from its systems  but for which its systems  provide
                  the operational  platform. SK acknowledges and agrees that EDS
                  is not  assuming  and should  not be exposed to these  general
                  business risks  associated  with SK's  business,  and SK shall
                  indemnify  and defend EDS from any and all third party  Losses
                  arising out of these general business risks.

12.8     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY  IRREVOCABLY  WAIVES ANY
         AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING  ARISING OUT OF
         OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                   ARTICLE XIII.  INSURANCE; DISASTER RECOVERY
                                  ----------------------------

13.1     INSURANCE.  EDS will carry, at its expense,  complete and comprehensive
         insurance in the following minimum amounts and types:

         (a)      Comprehensive general liability coverage in the minimum amount
                  of $2,000,000 each occurrence and $2,000,000 annual aggregate,
                  including a Broad Form General Liability Endorsement and Broad
                  Form Property Damage Extension;

         (b)      Worker's compensation insurance providing statutory benefits;

         (c)      Employers'  liability  insurance  in  the  minimum  amount  of
                  $100,000, $500,000, $100,000;

         (d)      Owned  or  non-owned  automobile  liability  insurance  in the
                  minimum amount of $1,000,000 each accident;

         (e)      Umbrella   liability   coverage  in  the  minimum   amount  of
                  $10,000,000 each occurrence and annual aggregate;

         (f)      Employee  dishonesty  and  computer  fraud  coverage  for loss
                  arising  out  of or  in  connection  with  any  fraudulent  or
                  dishonest acts committed by the employees of EDS, acting alone
                  or in collusion with others,  including the property and funds
                  of others in their  care,  custody  or  control,  in a minimum
                  amount of ten million  dollars  ($10,000,000)  per occurrence;
                  however,  Losses  otherwise  payable to SK  hereunder  will be
                  reduced  by 50%  for  any  covered  Losses  that  involve  the
                  dishonesty of the employees of both EDS and SK; and

         (g)      Professional   liability  claims  with  a  minimum  amount  of
                  $10,000,000 each loss.


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<PAGE>

The foregoing  insurance  coverages shall be primary and  non-contributing  with
respect to any other  insurance or self insurance which may be maintained by SK,
and the  policies  in (a),  (d) and (e)  above  shall  name SK as an  additional
insured  and the  policies in (f) and (g) above shall name SK as a loss payee to
the extent of SK's  insurable  interest.  EDS shall cause its  insurers to issue
certificates  of insurance  evidencing  that the coverages  required  under this
Agreement  are  maintained  in force  and that not less  than  thirty  (30) days
written  notice  shall  be  given  to SK  prior  to any  material  modification,
cancellation or non-renewal of the policies.  The insurers selected by EDS shall
have an A.M.  Best  rating  of A- or  better,  Class VII or  better,  or if such
ratings are no longer  available,  with a  comparable  rating from a  recognized
insurance  rating agency.  EDS shall assure that Authorized  Subcontractors,  if
any,  maintain  insurance  coverage  as  specified  in this  Article.  With  the
exception of any policies  required to be maintained by law, EDS shall  maintain
the  insurance  policies  listed above so long as the  policies  are  reasonably
available.  If any  such  policy,  in EDS'  reasonable  judgement  is no  longer
reasonably  available,  then EDS and SK shall mutually negotiate in good faith a
reasonably acceptable alternative.

The  obligation  of EDS to provide  the  insurance  specified  herein  shall not
increase in any way any  obligation  or liability  of EDS provided  elsewhere in
this Agreement.

13.2     DISASTER  RECOVERY.  EDS shall  provide  a  disaster  recovery  plan in
         accordance  with the  procedures  mutually  agreed to in the applicable
         Statements of Work.


                           ARTICLE XIV. MISCELLANEOUS
                                        -------------

14.1     RIGHT TO ENGAGE IN OTHER  ACTIVITIES.  SK acknowledges  and agrees that
         EDS may provide  information  technology  services for third parties at
         any EDS facility that EDS may utilize from time to time for  performing
         the  Services.  Subject  to the  restrictions  set  forth  in  Sections
         2.2(a)(iv)  and 3.19, and the  restrictions  on the use of data and the
         disclosure of confidential information set forth in ARTICLE VIII, or as
         otherwise  provided in this  Agreement  nothing in this  Agreement will
         impair EDS' right to acquire, license, market, distribute,  develop for
         itself or others or have  others  develop  for EDS  similar  technology
         performing the same or similar functions as the technology and Services
         contemplated by this Agreement.

14.2     INDEPENDENT CONTRACTORS.  The Parties are independent contractors,  and
         this  Agreement will not be construed as  constituting  either Party as
         partner,  joint  venturer or  fiduciary  of the other,  as creating any
         other form of legal  association  that would  impose  liability  on one
         Party for the act or failure to act of the other or as providing either
         Party with the right, power or authority (express or implied) to create
         any duty or  obligation  of the other.  Except as  otherwise  expressly
         provided  in  this  Agreement,  each  Party  has  the  sole  right  and
         obligation to supervise,  manage, contract, direct, procure, perform or
         cause to be  performed  all work to be performed by it pursuant to this
         Agreement.


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<PAGE>

14.3     ENTIRE  AGREEMENT;  SURVIVAL.  This Agreement  (including the Schedules
         attached hereto,  each of which is incorporated  into this Agreement by
         this  reference)  constitutes  the full and  complete  statement of the
         agreement of the Parties with respect to the subject  matter hereof and
         supersedes any previous or contemporaneous  agreements,  understandings
         or  communications,  whether written or oral,  relating to such subject
         matter.  The expiration or termination of this Agreement for any reason
         will not release either Party from any  liabilities or obligations  set
         forth herein which (a) the Parties have  expressly  agreed will survive
         any such  expiration or termination or (b) remain to be performed or by
         their  nature  would be intended to be  applicable  following  any such
         expiration or termination.

14.4     AMENDMENTS;  WAIVER. Changes or modifications to this Agreement may not
         be made  orally or through a course of  dealing,  but only by a written
         amendment or revision  signed by the Parties.  Any terms and conditions
         varying from this Agreement on any order, invoice or other notification
         from  either  Party are not  binding on the other  unless  specifically
         accepted  by the other.  Unless  otherwise  expressly  provided in this
         Agreement, neither a delay or omission by either Party to exercise, nor
         a course of dealing  with  respect  to,  any right or power  under this
         Agreement  will be construed to be a waiver  thereof.  No waiver of any
         breach of any provision of this Agreement  will  constitute a waiver of
         any prior,  concurrent  or  subsequent  breach of the same or any other
         provision hereof.

14.5     BINDING  NATURE;  ASSIGNMENT.  This  Agreement  will be  binding on the
         Parties and their successors and permitted assigns (it being understood
         and agreed that  nothing  contained  in this  Agreement  is intended to
         confer  upon any party  other than EDS and SK any  rights,  benefits or
         remedies of any kind or character whatsoever under or by reason of this
         Agreement).  Except as  otherwise  expressly  provided in SECTION  2.3,
         neither  Party  may,  nor  will it  have  the  power  to,  assign  this
         Agreement,  or any part hereof, without the consent of the other, which
         consent will not be unreasonably withheld. If the SK Yellow Business is
         sold,  then EDS may in its  sole  discretion  choose  to  exercise  its
         termination  rights  with  respect  to  any  remaining  portion  of the
         business  of SK that is not sold under  Section  11.3(c) and provide SK
         with the  Termination/Expiration  Assistance  (as  described in Section
         11.5).

14.6     EXPORT  REGULATIONS.  This  Agreement is expressly  made subject to any
         United   States   government   laws,   regulations,   orders  or  other
         restrictions  regarding  export  from the  United  States  of  computer
         hardware,  software,  technical  data or  derivatives of such hardware,
         software or technical data. Notwithstanding anything to the contrary in
         this Agreement, SK will not directly or indirectly export (or reexport)
         any computer hardware,  software, technical data or derivatives of such
         hardware,  software or technical  data, or permit the shipment of same:
         (a) into (or to a national or resident  of) Cuba,  North  Korea,  Iran,
         Iraq, Libya,  Syria or any other country to which the United States has
         embargoed goods; (b) to anyone on the U.S.  Treasury  Department's List
         of  Specially  Designated  Nationals,   List  of  Specially  Designated
         Terrorists or List of Specially  Designated Narcotics  Traffickers,  or
         the U.S.  Commerce  Department's  Denied  Parties  List;  or (c) to any
         country or  destination  for which the United  States  government


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<PAGE>

         or a United States  governmental  agency  requires an export license or
         other approval for export without first having obtained such license or
         other approval. Each Party will reasonably cooperate with the other and
         will  provide  to  the  other   promptly   upon  request  any  end-user
         certificates,  affidavits  regarding  reexport or other certificates or
         documents as are reasonably  requested to obtain  approvals,  consents,
         licenses  and/or  permits  required  for any  payment  or any export or
         import of products or services under this Agreement.  The provisions of
         this Section 14.6 will survive the  expiration or  termination  of this
         Agreement for any reason.

14.7     APPROVALS AND SIMILAR ACTIONS.  Except as otherwise  expressly provided
         in this Agreement, where agreement,  approval,  acceptance,  consent or
         similar  action is required of either  Party by any  provision  of this
         Agreement, such action will not be unreasonably withheld or delayed. An
         approval  or consent  given by a Party  under this  Agreement  will not
         relieve  the other Party from  responsibility  for  complying  with the
         requirements of this Agreement, nor will it be construed as a waiver of
         any rights under this Agreement,  except as and to the extent otherwise
         expressly provided in such approval or consent.

14.8     NOTICES. Except as otherwise expressly provided in this Agreement,  all
         notices under this  Agreement  will be in writing and will be deemed to
         have  been  duly  given  if  delivered  personally  or by a  nationally
         recognized courier service,  faxed or mailed by registered or certified
         mail, return receipt requested,  postage prepaid, to the Parties at the
         following addresses:

                  If to SK:
                           Chief Financial Officer
                           1301 Gervais Street, Suite 300
                           Columbia, SC 29201

                  With a Copy to:
                           General Counsel
                           1301 Gervais Street, Suite 300
                           Columbia, SC 29201

                  If to EDS:

                           Pat Costa
                           5400 Legacy Drive
                           Plano,Texas 75024

                  With a Copy to:

                           General Counsel
                           5400 Legacy Drive
                           Plano, Texas 75024


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<PAGE>

                  All  notices  under  this  Agreement  that  are  addressed  as
                  provided in this Section 14.8, (a) if delivered  personally or
                  by a nationally  recognized  courier  service,  will be deemed
                  given upon  delivery,  (b) if delivered by facsimile,  will be
                  deemed  given when  confirmed  and (c) if delivered by mail in
                  the manner described above,  will be deemed given on the fifth
                  business  day  after  the  day it is  deposited  in a  regular
                  depository of the United  States mail.  Either Party from time
                  to time may change its  address or designee  for  notification
                  purposes by giving the other  Party  notice of the new address
                  or  designee  and the date upon which such  change will become
                  effective.

14.9     EXCUSED PERFORMANCE.
         --------------------
         (a       )No Party  shall be  liable  for any  default  or delay in the
                  performance of its  obligations  under the Agreement if and to
                  the  extent  such  default  or delay is  caused,  directly  or
                  indirectly, by fire, flood, earthquake,  elements of nature or
                  acts of God, riots, civil disorders, rebellions or revolutions
                  in any country,  or any other (a) cause beyond the  reasonable
                  control   of  such   Party;   provided,   however,   that  the
                  non-performing  Party is without fault in causing such default
                  or  delay,  and such  default  or delay  could  not have  been
                  prevented by reasonable  precautions and cannot  reasonably be
                  circumvented  by the  non-performing  Party through the use of
                  alternate sources,  workaround plans or other means (including
                  with  respect  to EDS  by  EDS  meeting  its  obligations  for
                  performing  disaster  recovery  Services as  described  in the
                  Agreement)  (any  event  for which a Party is not  liable  for
                  default or delay in the performance of its  obligations  under
                  this Subsection (a) (a "Force Majeure Event").

         (b)      In the  event of a Force  Majeure  Event,  the  non-performing
                  Party shall be excused from further  performance or observance
                  of  the   obligation(s)  so  affected  for  as  long  as  such
                  circumstances  prevail  and such  Party  continues  to use its
                  commercially  reasonable efforts to recommence  performance or
                  observance  whenever and to whatever extent  possible  without
                  delay.   Any  Party  so  delayed  in  its  performance   shall
                  immediately  notify  the Party to whom  performance  is due by
                  telephone (to be confirmed in writing  within two (2) calendar
                  days  of the  inception  of  such  delay)  and  describe  at a
                  reasonable  level of detail  the  circumstances  causing  such
                  delay.  Whenever a Force  Majeure Event causes EDS to allocate
                  limited  resources  between or among EDS' customers,  SK shall
                  receive  at  least  the  same  priority  in  respect  to  such
                  allocation   as  any  of  EDS'   other   customers   receiving
                  substantially similar services.

         (c)      If any Force Majeure Event substantially prevents, hinders, or
                  delays   performance   of  the  Services   necessary  for  the
                  performance  of SK functions  reasonably  identified  by SK as
                  critical for more than five (5) consecutive days, then at SK's
                  option:


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<PAGE>

                    (i)    SK  may  procure  such  Services  from  an  alternate
                           source,  and EDS will  directly  and  timely  pay the
                           difference  between the full  amount  charged by such
                           alternate  source for the  provision of such Services
                           to SK and the  charges  due EDS under this  Agreement
                           had a Force Majeure Event not taken place, until such
                           time as EDS is able to restore the  Services and meet
                           the  Service  Levels  (unless  the  Services  or this
                           Agreement  is  terminated  earlier by SK  pursuant to
                           (ii) or (iii)  below),  but in no event for more than
                           one hundred eighty (180) days; or

                  (ii)     SK may  terminate  any  portion  of the  Services  so
                           affected at no charge and the charges  payable  under
                           the Agreement shall be equitably  adjusted to reflect
                           those terminated Services.

14.10    PUBLIC RELATIONS AND MARKETING  REFERENCES.  Each Party will coordinate
         with the other  regarding any media  release,  public  announcement  or
         similar disclosure relating to this Agreement or its subject matter and
         will give the  other  Party a  reasonable  opportunity  to  review  and
         comment on the  content of such  release,  announcement  or  disclosure
         prior to its release. This provision does not alter the restrictions on
         the  disclosure of  confidential  information  set forth in Section 8.4
         and,  subject to SECTION  8.4,  will not be construed so as to delay or
         restrict either Party from  disclosing any  information  required to be
         disclosed  in  order  to  comply  with any  applicable  laws,  rules or
         regulations.  In addition,  the Parties  acknowledge and agree that the
         filing in the  Bankruptcy  Court  contemplated  by Section 1A.1 will be
         made by SK. Notwithstanding the foregoing but subject to any applicable
         laws, rules or regulations,  each Party will have the right to list the
         name of the other Party, to make general references to the basic nature
         of the  relationship  between the Parties  under this  Agreement and to
         describe  generally  the type of services  being  provided by EDS to SK
         under  this  Agreement  in  such  Party's   promotional  and  marketing
         materials,  in such  Party's  oral or  visual  presentations  to  third
         parties,  in  interviews  conducted  by the news  media  or  securities
         analysts  and  in  or  through  any  other  available  media  channels,
         including print, Internet, radio, cable and broadcast mediums.

14.11    CERTAIN CONSTRUCTION RULES. All references to days, months or years are
         references to calendar  days,  months or years.  To the extent that the
         provisions of this Agreement and the Schedules are inconsistent, to the
         extent  possible such provisions will be interpreted so as to make them
         consistent,  and  if  that  is  not  possible,  the  provisions  of the
         Schedules  will prevail.  If any provision of this Agreement is held to
         be  invalid,  illegal or  unenforceable,  the  validity,  legality  and
         enforceability  of the  remaining  provisions  will  not in any  way be
         affected or impaired,  and such provision will be deemed to be restated
         to reflect the original intentions of the Parties as nearly as possible
         in  accordance  with  applicable  law.  The  Parties  agree  that  this
         Agreement is an executory contract as contemplated by 11 U.S.C. Section
         365. In performing its obligations under this Agreement,  neither Party
         will be required to undertake any activity that would conflict with the
         requirements of any applicable law, rule,  regulation,  interpretation,
         judgment,  order or  injunction  of any  governmental  authority.  This
         Agreement may be executed in multiple counterparts,  each of which will
         be deemed an original and all of which taken


                                       73
<PAGE>

         together will  constitute one instrument.  The Parties  acknowledge and
         agree  that each has been  represented  by legal  counsel of its choice
         throughout the negotiation  and drafting of this  Agreement,  that each
         has  participated  in the drafting  hereof and that this Agreement will
         not be  construed  in favor of or against  either  Party  solely on the
         basis of a Party's  drafting or  participation  in the  drafting of any
         portion of this Agreement.

14.12    THIRD  PARTY  BENEFICIARIES.  This  Agreement  is entered  into  solely
         between,  and may be enforced only by, SK and EDS. The Agreement  shall
         not be  deemed  to  create  any  rights  in  third  parties,  including
         suppliers and customers of a Party,  or to create any  obligations of a
         Party to any such third parties. This Section 14.12 shall not, however,
         affect EDS'  obligation to provide the Services to entities  other than
         SK and SK Affiliates as set forth in, and subject to, Section 3.2.

14.13    COVENANT AGAINST PLEDGING.  EDS agrees that,  without the prior written
         consent of SK, it shall not assign,  transfer,  pledge,  hypothecate or
         otherwise  encumber  its rights to receive  payments  from SK under the
         Agreement for any reason whatsoever.

14.14    ENTIRE  AGREEMENT.  This Agreement is the entire agreement  between the
         Parties  with  respect to its  subject  matter,  and there are no other
         representations,  understandings,  or  agreements  between  the Parties
         relative  to  such  subject  matter.  Upon  the  effectiveness  of this
         Agreement,  the Letter of Intent shall  terminate  and be of no further
         force  and  effect  as of May  3,2002.Upon  the  effectiveness  of this
         Agreement,  the terms of all of the services  provided by EDS under the
         Letter of Intent shall be governed by this Agreement.


                                       74
<PAGE>


IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement
by their duly authorized representatives as of the Effective Date.

SAFETY-KLEEN SERVICES, INC.                     ELECTRONIC DATA SYSTEMS
                                                CORPORATION

By:      /s/ James K. Lehman                 By:      /s/ Pat Costa
    ---------------------------                  ---------------------------
Title:   Director                            Title:   President, IS, NE
       ------------------------                     ------------------------
Date:    4/24/02                             Date:    4/26/02
      -------------------------                    -------------------------

                                             EDS INFORMATION SERVICES L.L.C.


                                             By:      /s/ Pat Costa
                                                 ---------------------------
                                             Title:   Presidsent, IS, NE
                                                    ------------------------
                                             Date:    4/26/02
                                                   -------------------------



                                       75
<PAGE>


                             SCHEDULE OF DEFINITIONS
                             -----------------------

         Defined Term                                    Location of Definition
         ------------                                    ----------------------
         Access                                          Section 5.1

         Additional Services                             Section 3.11

         Affiliate                                       Section 3.2(b)

         Agreement                                       Section 1A.4(f)

         Authorized Subcontractors                       Section 2.3(a)(i)

         Bankruptcy Case                                 Section 1A.1

         Benchmarking                                    Section 3.13

         Blue Business                                   Section 1A.2(h)

         Categories of Services                          Section 3.2(a)

         Change Control Procedures                       Section 1.10(c)

         Confidential Information                        Section 8.4(a)

         Developed Software                              Section 7.1(e)

         ECI                                             Schedule 9.7

         ECI Adjustable Charges                          Schedule 9.7

         ECI Base Index                                  Schedule 9.7

         ECI Current Index                               Schedule 9.7

         EDS                                             Introduction

         EDS Client Delivery Executive                   Section 1.1

         EDS Confidential Information                    Section 8.4(b)(ii)

         EDS Development Tools                           Section 7.1(g)

         EDS Software                                    Section 7.1(a)



                                    11.2 - 1
<PAGE>


         EDS-Vendor Software                             Section 7.1(b)

         Effective Date                                  Section 1A.1

         EIS                                             Introduction

         Expiration Date                                 Section 3.1

         Extraordinary Event                             Section 3.7(a)

         Final Order                                     Section 1A.1

         Force Majeure Event                             Section 14.9(a)

         Former Affiliate                                Section 3.5

         Key EDS Positions                               Section 2.2(a)(i)

         Letter of Intent                                Section 1A.1

         Losses                                          Section 12.1

         Monthly Performance Report                      Section 1.5

         Nonconformance                                  Section 6.1(i)

         Other Deliverables                              Section 7.1(f)

         Party/Parties                                   Section 1A.2(g)

         Privacy Laws                                    Section 8.3

         Procedures Manual                               Section 1.9

         Residual Technology                             Section 7.1(g)

         Service Levels                                  Section 3.3(a)

         Services                                        Section 3.2(a)

         Software                                        Section 5.3

         Software                                        Section 7.1(h)

         Steering Committee                              Section 1.3


                                    11.2 - 2
<PAGE>


         System Change                                   Section 3.12

         Targeted Cost Increases                         Section 3.7(b)(ii)

         Targeted Cost Reductions                        Section 3.7(b)(i)

         Targeted Resource Additions                     Section 3.7(b)(ii)

         Targeted Resource Reductions                    Section 3.7(b)(i)

         Technology  and Process Improvement Plan        Section 1.6

         Termination/Expiration Assistance               Section 11.5(a)

         Transitioned Employees                          Section 2.1

         SK                                              Introduction

         SK Competitor                                   Section 2.2(a)(iv)

         SK Confidential Information                     Section 8.4(b)(i)

         SK Data                                         Section 8.1

         SK-Leased Equipment                             Section 5.1

         SK-Owned Equipment                              Section 5.1

         SK Representative                               Section 1.2

         SK Software                                     Section 7.1(c)

         SK-Vendor Software                              Section 7.1(d)

         Statement of Work                               Section 3.2(a)

         Yellow Business                                 Section 1A.2(h)


                                    11.2 - 3

<PAGE>





                           THE SCHEDULES AND EXHIBITS
                        THERETO ARE CONFIDENTIAL AND WERE
                         INTENTIONALLY REDACTED FROM THE
                            MASTER SERVICES AGREEMENT