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                        AUDIO VISUAL/MULTIMEDIA CONTRACT

                         The Tech Museum of Innovation


                 Contract #: ExD#03-0498
                             -----------
                 PO #:       P.O.#12288
                             ----------



This AGREEMENT made as of the 20th of April, 1998.

BETWEEN: The Tech Museum of Innovation, a California not for profit corporation,
having its offices at 145 West San Carlos Street, San Jose, California
95113-2006

                           (hereinafter called "TMI")
                            OF THE FIRST PART

AND: Circle of Fire, Inc. (COF), having its offices at 4 Middle Street,
Newburyport, MA 02172

                       (hereinafter called "Consultant")
                        OF THE SECOND PART

WHEREAS:
TMI in San Jose, California is developing a new exhibit program for its new
facility opening in October of 1998. TMI has identified several portions of the
exhibit program that require AV and interactive multimedia.

Based on previous work experience, the Consultant has been selected to work with
TMI.

NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the promises
and the covenants herein contained, the parties hereby agree on the following
outline of the two parties' mutual rights and responsibilities for the
completion of the described exhibits beginning April 20, 1998.

As of the date of this Agreement, the exhibits in the theme gallery indicated in
Section 1.1 are scheduled to be installed, tested and in full operation no later
than September 1, 1998. This date may be changed by mutual agreement of the
parties.




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Section 1: Scope of Work

The Consultant's scope of services includes the elements described in this
section of the Agreement, along with all other services necessary for or
incidental to the performance of the project. The work of each principal phase
shall be performed so as to achieve the interim completion dates for the
respective phases as set forth in the Project Schedule incorporated in this
Agreement.

1.1 The Consultant's Scope of Work will include the following: (described in
detail in Attachment One);

Exhibit #          Exhibit Name
---------          ------------
C1-1208            Electronic Cafe
C1-1210            Cyberchat


according to the schedule in this Agreement (see Attachment Two).

1.2 For each of these exhibit units, the Consultant's Scope of Work includes
fulfilling the following:

    1.2.1  Story Board Refinement
    1.2.2  Hardware & Software Specification
    1.2.3  Interface Design
    1.2.4  Multilingual
    1.2.5  Hearing Impaired
    1.2.6  Formative Evaluation
    1.2.7  Coordination with Exhibit Fabricator
    1.2.8  Production
    1.2.9  "Burn - In"
    1.2.10 Installation
    1.2.11 Staff Training
    1.2.12 Documentation
    1.2.13 Quality Control
    1.2.14 Review
    1.2.15 Permits and Regulations
    1.2.16 Schedule

1.2.1 Story Board Refinement
Attachment One consists of written descriptions of the multimedia programs, some
of which may include sketch story boards, provided by TMI and Consultant's
Proposal which has been accepted as a basis for production by TMI. These
descriptions, together with Consultant's Proposal, represent the joint design
intent, and should serve as the starting point for further development of the
programs by the Consultant. TMI has provided the written descriptions to help
ensure that the developments of the multimedia programs are consistent with the
content and key concepts of the other exhibit elements. TMI strongly encourages
the Consultant's creative and innovative input in the Consultant's development
and refinement of the written descriptions and story boards. The Consultant
shall submit the final developed concepts for TMI review and approval. An
example of approved story boards and flow chart is included as Attachment Seven
of his Agreement.

1.2.2 Hardware & Software Equipment and Specifications
All exhibit units must comply with the TMI Interior Construction and Exhibit
Fabrication Specifications and Design Guidelines (see Attachment Three). Any
hardware required in the final exhibit which does not comply with the TMI
Interior Construction and Exhibit Fabrication Specifications and Design
Guidelines must be approved in writing by TMI.

Consultant is to provide and pay for all hardware and software equipment,
materials and labor used in the development and installation of their work
unless otherwise specifically noted in this Agreement. If specified in this
Agreement, TMI may loan the Consultant the development hardware to be used at
the Consultant's premises for the length of the project.

At TMI's option, the Consultant may be required to ship back the loaned hardware
to TMI as part of one of the formal reviews of the progress of the work. All
equipment loaned by TMI shall be returned by the Consultant with the final
submittal of software and discs.

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TIM will be using a museum-wide Lucent Technologies twisted pair network system.
In many cases, this will allow for the software/video server to be located away
from the exhibit. All input and output signals will be sent over twisted pair
from and to the CPU and or video server. All successful bidders will be required
to prove that their software works over such a network. A small network, for
tests to be conducted on, will be provided at TMI. In other cases, TMI may
provide the necessary materials to conduct network tests at the Consultant's
office.

Consultant will be responsible for the security of the TMI loaned equipment, and
will replace the equipment at no cost to TMI in the event the equipment is lost
or damaged.

1.2.3 Interface Design
All AV/multimedia exhibits shall comply with TMI's User Interface Standards (see
Attachment Four) and TMI Exhibit Graphic Standards (see Attachment Five), and
TMI Editorial and Graphic Guidelines (see Attachment Six). The Consultant shall
include creative and innovative ways to adapt TMI's standards to the specific
needs of the exhibit experience. The Consultant's proposed exhibit interface
design shall be submitted to TMI for review and approval.

It is TMI's intent that all AV/multimedia programs fit within the graphic
design of the overall museum. Consultant should anticipate the following graphic
design standards:

o Titles, screens and headers should match the graphic design found in the
  specific thematic area.
o All other text, specifically that text which conveys content, will use the
  font type "Arial."
o Colors chosen for the multimedia should coordinate with the graphic design of
  the exhibit.

Consultant will be given graphic design overviews to facilitate the coordination
of its work with the graphic panels found in the themes.

1.2.4 Multilingual
The exhibits in this Agreement are to be multilingual. The actual format and
application of this requirement are to be agreed upon by TMI and the Consultant.
The Consultant must provide a written description of this work which shall serve
as Attachment Eight of this Agreement.

1.2.5 Hearing Impaired
All exhibits with audio must be subtitled in English. Open or closed captioning
has yet to be determined.

1.2.6 Formative Evaluation
Consultant will work with TMI to establish a formative evaluation program which
will consist of two phases for prototyping Interactive computer programs. TMI
and the Consultant shall jointly develop the objectives for the prototypes which
shall be deployed at TMI, or other location(s) as selected by TMI. The
COnsultant shall be responsible for design services, as described in this
Agreement. TMI will be responsible for any evaluation or testing services. The
software and computer equipment will be shipped to TMI, or other location
selected by TMI, on a date mutually agreed upon by the Consultant and TMI. The
period for the prototype phases will be mutually agreed upon between TMI and the
Consultant. TMI will share these results with the Consultant in a timely manner.
In consultation with the Consultant, TMI will determine how the evaluation
results are used for the production of actual finished exhibits.

1.2.7 Coordination with Exhibit Fabricator
The Consultant shall work with TMI's exhibit fabricator, AV/multimedia equipment
installer (and other consultants) as necessary for the complete coordination of
their work into the exhibit. This shall include but not be limited to:

o Providing detailed specifications on equipment and material sizes;
o Meeting and/or teleconferencing with fabricator to review construction and
  installation details;
o Defining and Coordinating construction schedule and delivery times;
o All other items as needed to properly intergrate the AV and multimedia design
  into the exhibit.


April 20, 1998                 Circle of Fire, Inc.                       page 3
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1.2.8 Production
Consultant is responsible for all elements of the production, which includes but
is not limited to all software programming, acquisition of existing software and
media footage, creation of new media footage, animation, computer graphics and
networking protocols, necessary for the completion of exhibit units described in
this Agreement except as specified in the definitions of Scope of Work
incorporated into Attachment 1.

1.2.9 Testing & "Burn-In"
Consultant will conduct testing as required to ensure the integrity of the final
video storage devices and software prior to delivery to TMI. A written
description of the testing conducted will be supplied to TMI.

After delivery and installation, the Consultant must test all units once again
with "the public" to ensure that there are no "bugs," defects, failures and/or
malfunctions in the exhibits.

1.2.10 Installation
Consultant shall be responsible for the complete installation of all
media-resulting in a complete exhibit.

1.2.11 Staff Training
Consultant shall be responsible for training TMI staff on all aspects of the
exhibits including but not limited to use, trouble-shooting, maintenance,
back-up, and understanding the function of the multimedia hardware and software.

1.2.12 Documentation
Consultant will provide a user instructional manual that acan be used by TMI
staff to train new staff, and for reference. This manual must outline all
required maintenance to be performed by TMI staff and by qualified technicians,
matrix of equipment and part numbers, all warranties, suppliers and contact list
with address and phone numbers, and manufacturer's manuals for equipment used in
the exhibits and purchased by Consultant, design documentation and system test
documentation.

The AV/multimedia producer is responsible for installing the final program and
start it running. This can be accomplished by the AV/multimedia producer
actually delivering a machine that is running the software or it can be
installed from a storage device.

In addition, all finished media must be delivered in the following formats:

o CD ROMS (or other master archive format to be agreed upon by TMI) with
  original sofware, audio files and artwork required for exhibit operation. This
  disc should be PC formatted.
o CD ROMS (or other master archive format to be agreed upon by TMI) with all
  video/audio used or not used in the final production.
o Source code documentation and a listing of all software required by the system
  for exhibit operation.

1.2.13 Quality Control
Consultant should achieve a varied and exciting AV environment. The program
should achieve, but not be limited to, the following performance
characteristics:

Sound:
The sound-track shall exactly match the video portion with in-synch tracks for
all portions of the program. The audio portions must not contribute to any sound
"bleed" problems.

Seven sounds are standard across exhibits:
- 1 sound for transition between Attraction screen and Intro screen (1g)
- 1 sound for transition to End screen and Allow Others to Play window, the Quit
  button on the Stop Screen (3b, 4b, and 7b)
- 3 Navigation button sounds (Stop, Go Back, Continue) (6e)
- 1 sound for click-able objects/choices (and buttons other than the three
  Navigation buttons) (11b)
- 1 sound for the appearance of a Prompt note, a Visitor Error note, or a
  Time-out note (13g, 14h, 15f)

Sounds unique to a particular exhibit should not resemble the seven standard
museum-wide sounds.



April 20, 1998                 Circle of Fire, Inc.                       page 4

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If an exhibit is playing recorded or synthesized speech to convey predetermined
information or content to a visitor, then the exhibit should enable hearing
impaired visitors to display visual text in addition to the speech. A standard
button or icon representing this Display Text function should be determined.
(TBD).

Any exhibit audio should not be so loud or distracting that it interferes with
the experience of visitors using other nearby exhibits. The maximum and minimum
sounds the exhibit produces should vary only over a 10dB range, and the standard
sounds should be in the middle of this range.

Sound for all multimedia must be recorded and played back on separate channels.
The standard channel separation is as follows:

        Channel 1: Vocals

        Channel 2: Sound Effects and Soundtracks

Speed:
The system must have very fast response times, characteristic of those found on
coin operated computer games. The programs must have effective, fast prompts
(voice-over and sound effect).

Errors:
These systems shall be bug free.

Equipment:
The program must have fully operational hardware and software when installed in
the Museum.

1.2.14 Reviews
Consultant will submit to TMI for review all materials developed, components
produced and/or equipment to be used by the Consultant in their completion of
their work under this Agreement. TMI will review submittals within ten (10) days
of receipt and will notify the Consultant in writing of any exceptions to the
materials, components and/or equipment submitted. In the event TMI rejects any
material or takes exception to items submitted, the Consultant will have five
(5) days in which to resubmit to TMI any material and components that were not
deemed acceptable.

1.2.15 Permits and Regulations
Consultant will give all notices and secure, pay for and maintain all permits,
licenses and inspections required or necessary for proper performance of this
Agreement. The Consultant will also comply with all federal, state and local
codes, federal, state and local tax laws, social security acts, the National
Science Foundation terms and conditions as it applies to this contract and
unemployment compensation acts and workmen's compensation acts as may relate to
the performance of this Agreement. The Consultant will comply with safety
measures initiated by TMI and required by applicable laws, regulations and
orders of public authorities, including but not limited to requirements under
OSHA.

1.2.16 Schedule
With the signing of this Agreement, the Consultant shall submit for TMI's
approval a schedule which will include proposed milestones, delivery dates,
payment dates, and meeting dates, times and locations to accomplish the Scope of
Work. This will serve as Attachment Two of this Agreement.

Section 2: TMI's Responsibilities

2.1 Until further notice from TMI, TMI hereby designates Wayne LaBar, Director
of Exhibit Implementation (hereinafter referred to as "Representative") to have
authority to deal with the Consultant in connection with the performance of the
project, to give and receive all written communications and documentation
between TMI and the Consultant, to give direction and instruction to the
Consultant and to make decisions binding on TMI falling within the scope of this
Agreement. The Representative may designate one or more other persons to perform
particular functions on his behalf by written notice to the Consultant which
notice shall specify the authority so delegated. Such notice shall be effective
until revoked or varied by subsequent written notice. The Representative shall
be authorized to determine whether Interim Completion Dates have been met, to
give approvals herein required from time to time in respect to the Work, to
determine generally whether the Consultant is meeting or has met its obligations
here under, and to make all other determinations permitted or required of TMI.
Authorizations must be written and signed by the Representative. TMI may change
the Representative upon notice to the Consultant.

April 20, 1998                  Circle of Fire, Inc.                      Page 5

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2.2 TMI shall provide to the Consultant information regarding TMI's requirements
for the project.

2.3 TMI shall examine the documents submitted by the Consultant, and shall
render decisions pertaining thereto so as not to cause unreasonable delay in the
progress of the Consultant's services.

2.4 TMI's approval of any plans, drawings, specifications or other documents
prepared by the Consultant shall not relieve the Consultant of his obligations
pursuant to this Agreement, nor impose any liability whatsoever on TMI for any
inadequacy, inconsistency, or failure of such plans, drawings, specifications,
or documents.

Section 3: Performance by Consultant

3.1 Consultant shall perform the services provided for hereunder in a skillful
and competent manner in accordance with the standards of Consultant's
profession. The work of this project, including project documentation, shall be
accurate and complete. Inaccurate work or documentation shall be corrected at
Consultant's expense.

3.2 Consultant shall perform the services described herein in conformance with
the project schedule set out in Attachment Two.

3.3 Consultant will make staff available for phone conversations and
consultations related to technology and administrative issues. J.P. McCormick
will serve for Consultant, with responsibility for addressing all administrative
issues. The Consultant will work in whatever ways are possible to facilitate
every aspect of the project.

3.4 Consultant shall submit within ten (10) days after execution of contract the
staffing that the Consultant proposes for this project. TMI shall provide
written notice of acceptability of staffing within five (5) days. TMI may at its
sole discretion reject any of the proposed staff, at which time the Consultant
will have five (5) days to provide an alternate. The Consultant shall  not
remove any staff member from the project without TMI's prior written approval.

Section 4: Insurance

4.1 Worker's Compensation Insurance
During the term of this Agreement, and at all times that the Consultant performs
services for TMI hereunder, the Consultant shall maintain in full force and
effect, at its own cost and expense, Worker's Compensation Insurance as required
by law, and employer's liability insurance in an amount not less than
$500,000.00.

4.2 Auto and Liability Insurance
During the term of this Agreement, and at all times that the Consultant performs
services for TMI hereunder, the Consultant shall maintain in full force and
effect, at its own cost and expense, the following policies of insurance:

4.3 Commercial General Liability Insurance
Automobile insurance (comprehensive or business automobile including owned,
non-owned and hired automobiles).

The amount of the Commercial General Liability policy shall be not less than
$1,000,000.00 single limit per occurrence, issued by an admitted insurer(s) as
defined in the California Insurance Code, and as acceptable to TMI. This policy
shall provide TMI and its officers, employees and agents, and the Redevelopment
Agency of the City of San Jose as additional insured and shall stipulate that
the insurance will operate as primary insurance and that no other insurance
effected by TMI will be called upon to contribute to a loss covered thereunder.

4.4 Certificate of Insurance
Within fifteen (15) days after execution of this Agreement, the Consultant shall
provide TMI with certificates of insurance from a company or companies deemed
acceptable by TMI. Such certificates shall demonstrate compliance with the above
provisions, and shall provide that no policy shall be canceled without thirty
(30) days' prior written notice to TMI.

April 20, 1998                  Circle of Fire, Inc.                      Page 6

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4.5 Notice
Consultant shall notify TMI within five (5) working days after the Consultant
receives notice of or becomes aware of any claims made against the Consultant or
TMI which may relate to the Consultant's liability to TMI under this Agreement.

Section 5: Changes in the Work

5.1 The Consultant may be ordered by TMI, without invalidating this Agreement,
to make changes in the work within the general scope of the Agreement,
consisting of additions, deletions or other revisions. If such changes are
ordered, then the amounts due the Consultant set forth in Section 6.1 and the
completion dates set forth in Attachment Two will be adjusted accordingly. Prior
to commencement of any revised or changed work, the Consultant and TMI shall
mutually agree, in writing, to the revised budget and production schedule.

Section 6: Compensation

6.1 The Consultant will perform all work necessary in accordance with this
Agreement for a fee not to exceed $25,000.00 (Twenty Five Thousand Dollars and
00/100). This includes a base fee of $10,000.00, bonuses in the amount of
$10,000.00 for on-time performance and, upon negotiation, up to $5,000.00 for
modifications. The fee also includes all costs for the AV/multimedia production
of the exhibits listed in Section 1.1, multilingual translation, and travel
reimbursement costs for pre-production, research, design, prototyping and
installation. TMI and the Consultant will identify and mutually agree upon the
number of trips required. If the number of trips by the Consultant to TMI should
exceed eight (8), TMI will pay reimbursable expenses at cost. An invoice and
original copies of all expense receipts will be required.

                                    Schedule
                                    --------

     i.   $5,000.00 upon execution of the Agreement;

     ii.  $5,000.00 bonus for on-time delivery of Beta #1 - June 2, 1998;

     iii. Up to $5,000.00 for modifications and delivery of Beta #2
          incorporating Spanish translation (text only). This amount will be
          contingent upon the extent of the modifications negotiated on June 9,
          1998 between TMI and the Consultant - June 15, 1998;

     iv.  $5,000.00 bonus for final on-time delivery, including final voice-
          overs in English and Spanish, following evaluation and approval by TMI
          - June 25, 1998;

     v.   $5,000.00 upon final installation on site and acceptance by TMI - July
          30, 1998. If through no fault of the Consultant, installation is
          delayed, the Consultant shall at TMI's option receive all or a portion
          of the balance. However, this is conditional on the Consultant
          guaranteeing in writing the satisfactory performance of all its
          productions at the time of Installation.

6.2 TMI must be invoiced for each payment, with the invoice apportioned per
exhibit in accordance with the agreed upon schedules of payment.

6.3 Reimbursable expenses after eight (8) trips, as defined in Schedule One,
Project Expenses, shall not exceed a total of $5,000.00 (Five Thousand Dollars
and 00/100) throughout the Scope of Work described in this Agreement, unless
authorized in writing by TMI. The Consultant agrees to track its submitted
reimbursable expenses monthly and indicate the total invoiced to date on each
invoice submitted to TMI for payment.

6.4 Consultant acknowledges that it will not be entitled to reimbursement for
any costs it incurs in excess of the amounts listed in Section 6.1 of this
Agreement unless such excess costs result from changes in work, approved by TMI
in writing under Section 2 hereto.

6.5 All invoices should be sent to Wayne LaBar at TMI. Payments will be made
within thirty (30) days of approval by TMI's representative on completion of
scheduled tasks in Section 6.1

April 20, 1998                  Circle of Fire, Inc.                      Page 7

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Section 7: Innovations and Ownership

In rendering services to TMI, Consultant may create or develop scientific,
technical, and/or business innovations.

7.1 TMI shall be granted a royalty free license to use, compile, install and
execute the computer software elements and other intellectual property and/or
trade secrets embodied in the Work Product (the "Licensed Program") in
connection with its operation of an interactive media exhibit (the "Exhibit" in
TMI's San Jose, California location. In support of TMI's authorized use of the
Licensed Program, it may store the Licensed Program's machine-readable
instructions or data in, transmit it through, and display it on machines
associated with the exhibit. TMI shall have the right to make copies of the
Licensed Program in machine-readable form, for nonproductive backup purpose
only, provided that Consultant's proprietary legend is included.

7.2 TMI acknowledges that Consultant may incorporate preexisting materials,
previously developed and owned by Consultant or third parties, into the Work
Product being produced for TMI under this Agreement. Consultant agrees to obtain
licenses from all such third parties covering the manner in which Consultant
will use their respective materials in the Work Product, and supply these
licenses to TMI upon completion of any work to which they relate. TMI agrees
that it will not use such licensed works in any manner that exceeds the scope of
the underlying licenses granted to Consultant.

Section 8: Confidential and Protected Information

8.1 Confidential Information.
Consultant's rendering of services to TMI creates a relationship of trust and
confidence between TMI and Consultant. During and after Consultant's rendering
of services to TMI, either party will not use or disclose, or allow anyone else
to use or disclose, any "Confidential Information" (as defined below) relating
to the other, its products, suppliers, or customers, except as may be necessary
in the performance of such party's work for the benefit of the other or as may
be authorized in advance by appropriate officials of such other party.
"Confidential Information" includes Innovations, marketing plans, business
strategies, financial information, customer lists, trade secrets, and any other
nonpublic technical or business information, whether in writing or given to a
party orally, and if designated as confidential or not, which such party knows
or has reason to know the other party would like to treat as confidential for
any purpose, such as maintaining the uniqueness of its programs and services or
avoiding undesirable publicity. These restrictions, however, will not apply to
Confidential Information that has become known to the public generally through
no fault or breach of the party to whom it is given, that the party to whom it
belongs regularly gives to third parties without restriction on use or
disclosure, or that was rightfully in the receiving party's possession and not
subject to an obligation of nondisclosure before disclosure to such party by the
other party or which becomes available to a party other than those through the
other party.

8.2 Protected Information.
"Protected Information" means any trade secret or other nonpublic technical or
business information of any kind of a third party, analogous in scope to
Confidential Information, which such third party has not intentionally made
generally and publicly available or disclosed through official announcement or
disclosure. Each party represents and warrants to the other that it has not and
will not: (a) use, rely upon, or obtain any benefit from any Protected
Information in rendering services to the other; (b) provide or disclose to the
other party any information which it believes or has reason to believe may be
Protected Information; or (c) induce any other persons to use, rely upon or
disclose Protected Information in rendering services to the other party.

Section 9: Warranties and Disclaimer

9.1 Consultant hereby warrants and represents it has the full right to enter
into this Agreement and to grant the rights granted to TMI hereunder and that it
will obtain all necessary consents from third parties to do so, and that all
components and materials it provides do not infringe upon any U.S. patent and
copyrights of any third party.

9.2 Consultant warrants that its services under this Agreement will conform
substantially to the plans and specifications attached as Attachment One and
that all services will be performed in a professional manner according to
industry standards.


April 20, 1998                Circle of Fire, Inc.                        Page 8
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9.3 Consultant warrants that all components (which include all the software
programs) provided by the Consultant will be free from defects, glitches, and
bugs for a period of one (1) year following final approval by TMI of each
component (or component parts thereof including, without limitation, software.)
Approval by TMI with respect to any component shall be deemed to have been given
in the event TMI fails to notify the Consultant of its not giving said approval
within 30 days of its receipt of such component. If a component becomes
defective, and such defect is directly and solely attributable to the Consultant
within such one (1) year period, the Consultant will at its sole expense, repair
or replace such defective component as soon as reasonably possible. The warranty
under this Section 9.3 will also apply to all replaced components.

9.4 The warranties set forth herein are in lieu of all other warranties, whether
written, oral, expressed or implied, including, without limitation, any warranty
or merchantability or fitness for a particular purpose.

Section 10: Representations and Warranties; Consultant's Employees and
Independent Contractors

Any employee of Consultant shall be obligated under this Agreement in the same
manner as Consultant.

10.1 Services. Consultant represents and warrants that: (a) each of its
employees assigned to perform services under this Agreement shall have the
proper skill, training and background so as to be able to perform in a competent
and professional manner; and (b) all innovations, materials, documentation and
other items delivered under this Agreement shall have been completed in a
thorough and workmanlike manner. Consultant will, at no additional charge to
TMI, correct any defects, failures, malfunctions and/or nonconformities
discovered after delivery of any of the foregoing for a period of one (1) year
after TMI's acceptance and installation of Consultant's completed exhibits.

Section 11: Indemnification by Consultant

11.1 Consultant hereby indemnifies TMI, its officers, directors, employees,
distributors, agents, customers and licensees, and agrees to defend them and
hold them harmless from and against any and all liability, damage, loss or
expense (including costs of investigation, disbursement and reasonable
attorney's fees) arising from any claim, demand, action or proceeding ("claims")
based upon the alleged breach of any of the representations or warranties set
forth in this Agreement or reasonably incurred in the settlement or avoidance of
any such claim; provided, however, that TMI shall give prompt notice to
Consultant of the assertion of any such claims as provided, further, that
Consultant shall have the right to select counsel and control the defense
thereof, subject to the right of TMI to participate therein and approve any
settlement thereof.

11.2 TMI hereby indemnifies Consultant, its officers, directors, employees,
distributors, agents, customers and licensees, and agrees to defend them and
hold them harmless from and against any and all liability, damage, loss or
expense (including costs of investigation, disbursement and reasonable
attorney's fees) arising from any claim, demand, action or proceeding ("claims")
based upon the alleged breach of any to the representations or warranties set
forth in this Agreement or reasonably incurred in the settlement or avoidance of
any such claim; provided, however, that Consultant shall give prompt notice to
TMI of the assertion of any such claims as provided, further, that TMI shall
have the right to select counsel and control the defense thereof, subject to the
right of Consultant to participate therein and approve any settlement thereof.

Section 12: Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT
OR CONSEQUENTIAL DAMAGES OR ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF
SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

Section 13: Term and Terms of Service

The services Consultant will render to TMI and the term of rendering such
services will be as set forth in Section 1. TMI may terminate this Agreement if
Consultant fails within thirty (30) days of receipt of written notice from TMI
to fully and completely correct any default by Consultant of the terms of this
Agreement. In the event of such termination, TMI will pay Consultant for all
services performed by Consultant up to the date of termination and will
reimburse Consultant for all amounts paid by Consultant to third parties in
connection with this Agreement. The provisions and obligations of Sections 7.2,
7.3, 7.4, 8, 10-12, and 14-21 of this Agreement will survive any termination of
services of this Agreemenmt.


April 20, 1998                Circle of Fire, Inc.                        Page 9


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This Agreement may be terminated by TMI without cause upon at least seven (7)
days' written notice to the Contractor.

In the event of termination not the fault of the Contractor, the Contractor
shall be compensated for services performed to the termination date and
termination expenses. Termination expenses are expenses directly attributable to
termination, including a reasonable amount for overhead and profit, for which
the Constitution is not otherwise compensated under this Agreement.

Consultant may terminate this Agreement: (i) in the event TMI fails to make any
payment within fourteen (14) days of its becoming due hereunder, (ii) in the
event of any breach of any term or condition of this Agreement by TMI, or (iii)
in the event TMI becomes insolvent; files a voluntary petition in bankruptcy or
liquidation; proposes any dissolution, liquidation, reorganization, or
recapitalization with creditors, has filed against it any involuntary petition
in bankruptcy or liquidation of a receiver is appointed or takes possession of
the party's property, and such position or receiver is not dismissed or stayed
within ninety (90) days after such filing, appointment or taking possession;
makes an assignment for the benefit of creditors, or is adjudicated as bankrupt;
or takes any similar action under the laws of any jurisdiction.

Section 14: Status as an Independent Contractor

It is understood and agreed that Consultant is an independent contractor and is
not an agent or employee of TMI and has no authority whatsoever to bind TMI by
contract or otherwise. Consultant will render services under the general
direction of TMI, but Consultant will determine, in her or his sole discretion,
the manner and means by which the services may be rendered, subject to the
requirement that Consultant shall at all times comply with applicable law.

Section 15: Employment Taxes and Benefits

Consultant acknowledges and agrees that it shall be Consultant's sole obligation
to report as self-employment income all compensation received by Consultant from
TMI for services hereunder. Consultant agrees to indemnify TMI and hold it
harmless to the extent of any obligations imposed by law on TMI to pay any
withholding taxes, social security, unemployment or disability insurance, or
similar items in connection with any payments made to Consultant for the
rendering of services hereunder.

Section 16: Severability

If a court finds any provision of this Agreement invalid or unenforceable, that
provision shall be enforced to the maximum extent permitted by law, and the
other provisions of this Agreement will remain in full force and effect.

Section 17: Governing Law

This Agreement will be governed and construed in accordance with the laws of the
State of California without regard to or application of choice of law rules or
principles.

Section 18: Remedies

Because the services rendered hereunder are personal and unique and because each
party will have access to Confidential Information of the other, each party will
have the right to enforce this Agreement and any of its provisions by
injunction, specific performances or other equitable relief without prejudice to
any other rights and remedies that the other party may have for a breach of this
Agreement. The election by a party to

April 20, 1998                  Circle of Fire, Inc.                     page 10

<PAGE>
terminate this Agreement in accordance with its terms shall not be deemed an
election of remedies, and all other remedies provided by this Agreement or
available at law or in equity shall survive any termination.

Section 19: Attorneys' Fees

If any action is necessary to enforce the terms of this Agreement, the
substantially prevailing party will be entitled to reasonable attorneys' fees,
costs and expenses in addition to any other relief to which such prevailing
party may be entitled.

Section 20: Assignment, Successors and Assigns

Consultant may not assign this Agreement or delegate its duties hereunder
without prior written consent from TMI, and any attempt to do so without
permission will be void. This Agreement may be assigned by TMI and will inure to
the benefit of any successor or assign of TMI.

Section 21: Entire Agreement

This Agreement represents the entire Agreement between the parties with respect
to the subject matter hereof, and no changes or deletion may be made except in
writing bearing the authorized signature of the Representative of both parties
to this Agreement.

Notices provided in connection with the Agreement shall be addressed as follows:

A. If to TMI:
   The Tech Museum of Innovation
   145 West San Carlos Street
   San Jose, CA 95113
   Attn: Wayne LaBar

B. If to Consultant:
   Circle of Fire, Inc.
   4 Middle Street
   Newburyport, MA 01950
   Attn: J.P. McCormick

   With a copy to
   John A. Kostrubanic, Esq.
   Pepe & Hazard LLP
   150 Federal Street, 28th Floor
   Boston, Massachusetts 02110

April 20, 1998                  Circle of Fire, Inc.                     page 11

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective duly authorized representatives as of the day
and year first written above.

Tech Museum of Innovation                       Consultant: Circle of Fire, Inc.

By: Peter B. Giles                              By: J.P. McCormick
    --------------------------                      ----------------------------
Printed Name: Peter B. Giles                    Printed Name: J.P. McCormick
              ----------------                                ------------------
Title: President & CEO                          Title: CFO
       -----------------------                         -------------------------
Date: June 5, 1998                              Date: June 6, 1998
      ------------------------                        --------------------------
                                                Federal Tax ID:
                                                                ----------------
                                                Contract No.: ExD#3-0498
                                                              ------------------

Attachments:
Attachment One:    Exhibit Operational Descriptions, User Interface/Flowchart
                   and Scope of Work
Attachment Two:    Deliverable Schedule
Attachment Three:  The Tech Museum of Innovation Interior Construction and
                   Exhibit Fabrication Specifications and Design Guidelines
Attachment Four:   The Tech Museum of Innovation Multimedia Exhibit Interface
                   Standards
Attachment Five:   The Tech Museum of Innovation Graphic Design Standards
Attachment Six:    The Tech Museum of Innovation Editorial and Graphic
                   Guidelines
Attachment Seven:  The Tech Museum of Innovation Story Board and Flow Chart
                   Examples
Attachment Eight:  Multilingual Strategy
Schedule One:      Project Expenses
Exhibit A:         Copyright Notices



April 20, 1998                  Circle of Fire, Inc.                     page 12