EXHIBIT 10.18


                             CONFIDENTIAL TREATMENT

Portions of this Exhibit (Exhibit 10.18) have been omitted pursuant to a request
for  confidential  treatment  filed with the Securities and Exchange  Commission
(the "Commission"). The  omitted  portions,  which  are  designated by asterisks
(* * *), were filed separately with the Commission.


                                Master Agreement


                                       for


                              Products and Services


                                     between


                              SBC Operations, Inc.



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]



                                       and


                              Innotrac Corporation

                       [GRAPHIC OMITTED][GRAPHIC OMITTED]



                                Agreement Number:

                                    99006677



                             PROPRIETARY INFORMATION
    The information contained  herein is for use by authorized  employees of SBC
    Operations, Inc., and Affiliates and Innotrac Corporation only and is not
       for    general  distribution  within those companies or for  distribution
              outside those companies except by written agreement.


<PAGE>
                                                       Agreement Number 99006677


<TABLE>
                                      TABLE OF CONTENTS

SECTION                    TITLE                                                     PAGE
--------------------------------------------------------------------------------------------

<S>                        <S>                                                       <C>
Article A                  Preamble                                                  a-1

Article B                  General Provisions                                        b-1

Article C                  Products                                                  N/A

Article D                  Services                                                  d-1

                           Signature Page                                            1 page

Exhibit A                  Executive Orders and Associated Regulations               3 pages

Exhibit B                  Prime Supplier MBE/WBE/DVBE                               4 pages
                           Participation Plan

Exhibit B-1                Southwestern Bell Telephone MBE/WBE/DVBE                  2 pages
                           Quarterly Results Report

Exhibit B-2                Pacific Bell MBE/WBE/DVBE                                 2 pages
                           Quarterly Results Report

Exhibit B-3                Southern New England Telecommunications                   2 pages
                           MBE/WBE/DVBE Quarterly Results Report

Exhibit C                  Electronic Data Interchange (EDI)                         3 pages

Exhibit D                  Sample Schedule                                           3 pages

Exhibit E                  Pricing Agreement                                         3 pages

Exhibit F                  Worker Agreement                                          3 pages
</TABLE>


                                  Table of Contents - Page i

<PAGE>

                                                       Agreement Number 99006677


                                    Article A
                                    Preamble
Table of Contents - Article A
   A-1.     Background...................................................a-1
   A-2.     Term.........................................................a-2
   A-3.     Scope of Agreement...........................................a-2



                           Table of Contents - Page ii

<PAGE>

                                                       Agreement Number 99006677


                                Master Agreement
                                       for
                              Products and Services

                                    ARTICLE A
                                    PREAMBLE

This agreement  ("Agreement"),  effective July 1, 1999  ("effective  date"),  is
between  Innotrac  Corporation,  a  Georgia  corporation  ("Supplier")  and  SBC
Operations, Inc., a Delaware corporation ("Buyer").

Buyer and Supplier, intending to be legally bound, agree as follows:

     A-1. Background

Buyer  offers  various  services to its  customers  including  Caller ID service
(which  enables a customer to receive a display of the calling  party's name and
telephone  number when receiving an incoming  call) and Custom Calling  Services
(such as  three-way  calling,  call  waiting,  etc.).  In the  support  of these
services, Buyer also offers equipment to its customers; this equipment includes,
but is not limited to, various telephone sets and adjunct devices (collectively:
customer premise equipment ("CPE")).

Supplier  offers various  products  and/or  services that could support Buyer in
offering various products and/or services to Buyer's  customers.  These products
and/or  services  include such things as CPE,  fulfillment  services  (including
customer service support),  and/or sales agency programs (to help facilitate the
sale of various products and/or services to Buyer's customers).

This  Agreement  sets forth the terms and  conditions  under which Supplier will
provide  products  to Buyer or Buyer's  customers  and/or  services  to Buyer or
Buyer's customers.

This Agreement is organized as follows:

     a. This section, Article A, provides background information and basic terms
that apply to all business conducted under this Agreement.

     b.  Article  B  contains  general  provisions  that  apply to all  business
conducted under this Agreement.

     c. Article C contains specific  provisions that apply to goods,  i.e., CPE.
In cases where Supplier is not providing  goods as either a manufacturer  or the
agent of a manufacturer, the provisions of Article C will not apply. As such, if
Buyer does not anticipate obtaining products from Supplier under this Agreement,
Article C may be omitted.

                              Article A - Page a-1

<PAGE>
                                                       Agreement Number 99006677


     d. Article D contains  specific  provisions  that apply to services,  e.g.,
fulfillment  services or sales agency campaigns.  In cases where Supplier is not
providing  services  directly to Buyer or Buyer's  customers,  the provisions of
Article  D will not  apply.  As such,  if Buyer  does not  anticipate  obtaining
services directly from Supplier under this Agreement, Article D may be omitted.

     A-2. Term


The term of this  Agreement  shall  commence on the effective  date and,  unless
sooner canceled or terminated as provided herein, shall remain in full force and
effect for an initial term of five (5) years  following the  effective  date and
thereafter until canceled or terminated as provided herein.

     A-3. Scope of Agreement


Subject to the Terms and  Conditions of this  Agreement  including all Articles,
Exhibits and  separately  executed  schedules (A Sample  Schedule is provided at
Exhibit D)  ("Schedules"),  Supplier shall provide to Buyer or Buyer's customers
such  goods,  including  CPE  ("Products"),  and  services  to Buyer or  Buyer's
customers,   including   fulfillment   services  and  sales   agency   campaigns
("Services"),  as described herein, as are ordered by Buyer ("Orders"), and such
other  Products  and  Services as the  parties  may agree to include  hereunder,
during the term of this Agreement.

                              Article A - Page a-2



<PAGE>

                                                       Agreement Number 99006677
<TABLE>
<CAPTION>
                                                     Article B
                                                General Provisions
   Table of Contents - Article B
   <S>      <C>                                                                                        <C>
   B-1.     Account Managers...........................................................................b-1
   B-2.     Affiliate..................................................................................b-1
   B-3.     Amendments and Waivers.....................................................................b-1
   B-4.     Assignment.................................................................................b-2
   B-5.     Buyer's Remorse............................................................................b-2
   B-6.     Cancellation and Termination...............................................................b-2
   B-7.     Changes and Suspensions....................................................................b-4
   B-8.     Complaints - Executive.....................................................................b-4
   B-9.     Compliance With Laws.......................................................................b-4
   B-10.    Conflict of Interest.......................................................................b-5
   B-11.    Construction and Interpretation............................................................b-5
   B-12.    Customer Contact...........................................................................b-6
   B-13.    Dispute Resolution.........................................................................b-6
   B-14.    Electronic Data Interchange ("EDI")........................................................b-7
   B-15.    Entire Agreement...........................................................................b-7
   B-16.    Ethical Relationships......................................................................b-8
   B-17.    Force Majeure..............................................................................b-8
   B-18.    Fraud -Slamming & Cramming.................................................................b-9
   B-19.    Governing Law..............................................................................b-9
   B-20.    Headings...................................................................................b-9
   B-21.    Independent Contractor.....................................................................b-9
   B-22.    Information -Buyer's......................................................................b-11
   B-23.    Information -Customer.....................................................................b-11
   B-24.    Information -Supplier's...................................................................b-13
   B-25.    Insurance.................................................................................b-14
   B-26.    Intellectual Property.....................................................................b-15
   B-27.    Invoicing & Payment.......................................................................b-15
   B-28.    Liability.................................................................................b-17
   B-29.    MBE/WBE/DVBE..............................................................................b-17
   B-30.    MBE/WBE/DVBE Participation Plans and Reports..............................................b-19
   B-31.    Most Favored Customer.....................................................................b-19
   B-32.    Nonexclusive Agreement....................................................................b-20
   B-33.    Non-Intervention..........................................................................b-20
   B-34.    No Third Party Beneficiaries..............................................................b-20
   B-35.    Notices...................................................................................b-20
   B-36.    Order of Precedence.......................................................................b-22
   B-37.    Publicity.................................................................................b-22
</TABLE>

                                        Table of Contents - Page iii

<PAGE>


                                                       Agreement Number 99006677
<TABLE>
<CAPTION>
   <S>      <S>                                                                                       <C>
   B-38.    Records and Audits........................................................................b-22
   B-39.    Releases Void.............................................................................b-23
   B-40.    Remedies Cumulative.......................................................................b-23
   B-41.    Severability..............................................................................b-23
   B-42.    Subcontracting............................................................................b-24
   B-43.    Survival..................................................................................b-24
   B-44.    Time......................................................................................b-24
   B-45.    Work Done By Others.......................................................................b-24
</TABLE>

                                        Table of Contents - Page iv




<PAGE>

                                                       Agreement Number 99006677


                                Master Agreement
                                       for
                              Products and Services

                                    ARTICLE B

                               GENERAL PROVISIONS

Article B contains general provisions that apply to all business conducted under
this Agreement.

     B-1. Account Managers

Supplier will establish account team managers who will be available to Buyer via
dedicated telephone number and pager.

     B-2. Affiliate


     a. Supplier  agrees that an Affiliate  may issue  Schedules or place Orders
with Supplier which incorporate the terms and conditions of this Agreement,  and
that the term "Buyer" shall be deemed to refer to an Affiliate when an Affiliate
places an Order with  Supplier  incorporating  the terms and  conditions of this
Agreement.  An Affiliate will be responsible for its own obligations,  including
but not limited to, all charges  incurred in  connection  with such Order and by
placing such Order an Affiliate  agrees to be bound by the terms and  conditions
of this Agreement and shall comply therewith.  The parties agree that nothing in
this Agreement will be construed as requiring Buyer to indemnify Supplier, or to
otherwise be responsible,  for any acts or omissions of an Affiliate,  nor shall
anything in this  Agreement  be construed as requiring an Affiliate to indemnify
Supplier, or to otherwise be responsible, for the acts or omissions of Buyer.

     b. The  parties  agree that the term  "Affiliate"  includes:(i)  a company,
whether  incorporated  or not, which owns,  directly or  indirectly,  a majority
interest  in either  party (a "parent  company"),  and (ii) a  company,  whether
incorporated or not, in which a 5% or greater interest is owned, either directly
or indirectly,  by: (a) a party to this Agreement, or (b) a parent of a party to
this Agreement.

     B-3. Amendments and Waivers

This Agreement may be amended or modified only by a written instrument signed by
the authorized  representatives of both parties. No course of dealing or failure
of either  party to  strictly  enforce  any  term,  right or  condition  of this
Agreement shall be construed as a general waiver or relinquishment of such term,
right or condition.  Waiver by either party of any default shall not be deemed a
waiver of any other default.


                              Article B - Page b-1


<PAGE>
                                                       Agreement Number 99006677

     B-4. Assignment

Except  as  otherwise   provided  by  law,  neither  party  hereto  may  assign,
subcontract or otherwise transfer its rights or obligations under this Agreement
except with the prior written  consent of the other party hereto,  which consent
will not be unreasonably withheld;  provided, however: Buyer will have the right
to assign this  Agreement  to any  present or future  affiliate,  subsidiary  or
parent  corporation of Buyer,  without  securing the consent of Supplier and may
grant  to any  such  assignee  the  same  rights  and  privileges  Buyer  enjoys
hereunder;  and  Supplier  will have the right to assign this  Agreement  to its
successor  in the  event of a  merger,  acquisition  or sale of all its  assets,
without  securing  the consent of Buyer and may grant to any such  assignee  the
same rights and privileges Supplier enjoys hereunder.  Any attempted  assignment
not assented to in the manner prescribed herein,  except an assignment  confined
solely to money due or to become due, will be void. It is expressly  agreed that
any  assignment  of money will be void if: (a)  Supplier  fails to give Buyer at
least thirty (30) days prior  written  notice  thereof,  or (b) such  assignment
imposes or attempts  to impose upon Buyer  additional  costs or  obligations  in
addition  to the payment of such  money,  or (c)  denies,  alters or attempts to
alter any of Buyer's  rights.  Without  limiting the generality of the foregoing
provisions,  in whole or in part, Supplier may assign its right to receive money
due or to become due to  subcontractors  to whom it  subcontracts  in accordance
with the "Subcontracting" clause of this Agreement.

     B-5. Buyer's Remorse

Buyer's  customers  will have the  right,  at their  discretion,  to return  the
Product(s) to Supplier or Supplier's approved  subcontractor  within thirty (30)
days of receipt of the Product(s) ("buyer's remorse").

     B-6. Cancellation and Termination

     a.   Cancellation of Agreement and/or Schedules and/or Orders for Default

If  Supplier  is in  default  of any  of its  material  obligations  under  this
Agreement or applicable  Schedules or Orders and such default  continues for ten
(10) days after written notice thereof is given by Buyer,  or such longer period
of time, not to exceed thirty (30) days, as specified by Buyer when such default
is of a nature  that it can not be  reasonably  cured  within  such ten (10) day
period, then in addition to all other rights and remedies,  at law or in equity,
Buyer may cancel this  Agreement  and/or any  Schedules  and/or  Orders,  and/or
reject  any  Products  which  may be  affected  by  such  default,  without  any
obligation or liability on the part of Buyer whatsoever.


     b.   Termination of Agreement for Convenience

                              Article B - Page b-2



<PAGE>

                                                       Agreement Number 99006677

          (i) Either  Supplier or Buyer may  terminate  this  Agreement  for the
convenience  of the party  terminating  the Agreement upon sixty (60) days prior
written   notice  to  the  other  setting  forth  the  effective  date  of  such
termination;  provided,  however,  that no such  termination  shall be effective
prior to the expiration of the initial term of this Agreement.

          (ii) During the initial  term of this  Agreement,  either  Supplier or
Buyer may terminate this Agreement for the convenience of the party  terminating
the  Agreement in whole or in part at any time upon at least one hundred  twenty
(120) days prior written notice to the other setting forth the effective date of
such termination.

     c.   Termination of Schedules and/or Orders for Convenience

Buyer may at any time terminate for the convenience of Buyer any Schedule and/or
Order in whole or in part upon written notice to Supplier;  such  termination to
be effective upon receipt of such written notice by Supplier.

     d.   Termination Charges

In the event Buyer  terminates  this  Agreement or any Schedule  and/or Order as
provided  above,  Supplier shall be entitled to reasonable  termination  charges
consisting  of its actual and direct  costs  incurred  to provide  the  Products
and/or  Services  ordered  by Buyer  but no more than a  percentage  of the work
performed or Products  delivered prior to  termination,  minus salvage or resale
value of the work terminated. If requested, Supplier agrees to substantiate such
costs  with  proof  satisfactory  to Buyer.  In no event  shall the  termination
charges on any Schedule or Order  hereunder  exceed the Schedule or Order price.
No termination  charges shall apply to Products not specially  manufactured  for
Buyer  pursuant to any Schedule or Order which is terminated at least sixty (60)
days prior to the required delivery date. Buyer shall not be responsible for any
work performed nor for any costs incurred by Supplier,  Supplier's Suppliers, or
Supplier's subcontractors after Supplier has received the Notice of Termination.
After the receipt of Buyer's payment for any such terminated services,  Supplier
shall deliver the physical embodiments, if any, of such Services which have been
completed  up to the date of  Buyer's  termination.  The  foregoing  termination
charges state the entire  liability of Buyer for termination for the convenience
of Buyer by Buyer of any Schedule or Order hereunder.

     e.   Partial Cancellation and Termination of Schedules and/or Orders

Where a provision  of this  Agreement  or the  applicable  Laws and  Regulations
permit Buyer to cancel or terminate a Schedule or an Order, such cancellation or
termination may, at Buyer's option,  be either complete or partial.  In the case
of a partial  cancellation  or  termination  Buyer may, at its option,  accept a
portion of the  Products or  Services  covered by a Schedule or an Order and pay
Supplier  for such  Products  or  Services  at the unit prices set forth in such
Schedule or Order. The right to cancel a Schedule or an Order shall also include
the right to cancel any other related Schedule or Order.

                              Article B - Page b-3

<PAGE>
                                                       Agreement Number 99006677

     f. The  cancellation  or termination of this Agreement shall not affect the
obligations of either party to the other party pursuant to any Schedule or Order
previously  executed  hereunder,  and the terms and conditions of this Agreement
shall  continue to apply to such Schedule or Order as if this  Agreement had not
been terminated or canceled.

     B-7. Changes and Suspensions

     a. Buyer may,  prior to  Supplier's  complete  delivery of the  Products or
Services  under any Schedule or Order,  make changes within the general scope of
such Schedule or Order,  including changes to quantities,  drawings,  designs or
specifications. In addition, Buyer may, by notice to Supplier, suspend, in whole
or in part, the delivery of Products and the  performance of Services.  If Buyer
directs  any such  change  or  suspension,  the  parties  shall  agree  upon any
necessary  adjustments  in prices  and/or  dates and Buyer shall issue a revised
Schedule or Order reflecting such adjustments.

     b.  Supplier may not,  without  Buyer's  prior  written  consent,  make any
changes  whatsoever  with respect to the  Products or Services  specified in any
Schedule or Order.

     B-8. Complaints - Executive

Executive  customer  complaints  are  complaints  received by Buyer's  corporate
executives  (district level or above).  Executive  customer  complaints  include
complaints  received  indirectly  through  the  regulatory   complaint  process.
Supplier shall respond to each executive  customer  complaint within twenty-four
(24) hours of receipt. Additionally, Supplier shall provide to Buyer an analysis
of the root cause of these complaints as well as a recovery plan outline.

     B-9. Compliance With Laws

Supplier shall comply with the  provisions of the Fair Labor  Standards Act, the
Occupational  Safety  and Health Act and all other  applicable  federal,  state,
county and local laws,  ordinances,  regulations and codes,  including,  but not
limited to, the procurement of permits, certificates, approvals, inspections and
licenses when needed,  in the  performance of this Agreement.  Supplier  further
agrees  during  the term  hereof to comply  with all  applicable  Executive  and
Federal  regulations as set forth in Exhibit A ("Executive Orders and Associated
Regulations");  where applicable,  and as used in Exhibit A, "Contractor"  shall
mean Supplier. Supplier shall defend, indemnify and hold Buyer harmless from and
against any actual loss,  damage,  liability or expenses  (including  reasonable
attorneys'  fees and court costs) that may be sustained by reason of  Supplier's
failure to comply herewith.


                              Article B - Page b-4

<PAGE>

                                                       Agreement Number 99006677

     B-10.     Conflict of Interest

     a. This Agreement is intended to secure to Buyer Supplier's  assistance and
cooperation  and shall  operate to preclude  Supplier  from selling  Products or
performing  Services  for others  during the term of this  Agreement  which,  in
Buyer's reasonable  judgment,  would aid others in directly competing with Buyer
and thus  result in a conflict  of interest  with the  contractual  relationship
represented  by this  Agreement.  In the event  that  Supplier  undertakes  such
Product sales or Service  performance,  Supplier shall promptly  notify Buyer in
writing, and Buyer may, at its option, terminate this Agreement immediately.  It
is agreed that Supplier may otherwise sell Products to, or perform Services for,
others during the term of this Agreement.

     b. Supplier  represents  and agrees that it does not provide  interexchange
telecommunications  service and will not provide such service during the term of
this  Agreement.  Supplier  further  represents  that  it is not a  reseller  of
telecommunications  service.  Should  Supplier or an affiliate  begin to provide
interexchange service or become a reseller of telecommunications  service during
the term of this Agreement. In   the event that Supplier undertakes such Product
sales or Service  performance,  Supplier shall promptly  notify Buyer in writing
and Supplier will be provided an  opportunity to terminate such service in order
to enjoy the benefits of this  Agreement,  and, by failing to do so, Buyer shall
be entitled to terminate this Agreement immediately.

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

     B-11.     Construction and Interpretation

The  language  in all parts of this  Agreement  shall in all cases be  construed
simply,  as a whole and in accordance with its fair meaning and not strictly for
or  against  any  party.  The  parties  hereto  acknowledge  and agree that this
Agreement has been  prepared  jointly by the parties and has been the subject of
arm's  length  and  careful  negotiation,  that each  party  has been  given the
opportunity to independently  review this Agreement with legal counsel and other
consultants, and that each party has the requisite experience and sophistication
to understand,  interpret and agree to the particular language of the provisions
hereof.  Accordingly,  in the event an ambiguity arises in the interpretation or
application  of this  Agreement,  the  ambiguity  shall  not be  interpreted  or
construed against either party.

                              Article B - Page b-5

<PAGE>
                                                       Agreement Number 99006677

     B-12.     Customer Contact

     a. Contact by Supplier of Buyer's customers in any form,  including but not
limited to face-to-face contact,  telephone contact,  e-mail contact and written
contact (individually and collectively:  "contact"),  shall be only as set forth
in this Agreement.

     b. Prior to  Supplier,  or  Supplier's  subcontractor,  if any,  initiating
contact  (outbound  calling  only)  with  Buyer's  customers  pursuant  to  this
Agreement,  Supplier  must  submit  a  script,  creative  media or  recital,  as
applicable,  that specifically  states what will be said during the contact with
Buyer's  customer.  Written  approval of the script,  creative media or recital,
which will not be unreasonably withheld,  must be obtained prior to the customer
contact being initiated (outbound calling only).

     c.  Supplier,  or  Supplier's  subcontractor,  if any,  shall not change or
otherwise  deviate from the approved  script,  creative media or recital without
the prior written approval of Buyer.

     d.  Supplier   shall  ensure  that  all  employees  and  the  employees  of
sub-contractors,  if any, who have any direct  contact  with  Buyer's  customers
under this Agreement complete and sign the Worker Agreement (Exhibit F) prior to
such contact under this Agreement.

     e. Except as specifically authorized by this Agreement,  Supplier shall not
contact  Buyer's  customers  directly  for the  purpose of selling  Products  or
Services similar to those covered under this Agreement.  Unless otherwise agreed
to by Buyer in writing,  all such sales will be covered under this  Agreement as
if made by Buyer and the file containing the details of the sale will be sent to
Buyer and processed accordingly.

     f. Failure on the part of Supplier, or Supplier's  subcontractors,  if any,
to comply  with this  provision  will be  considered  a material  breach of this
Agreement and Buyer may, in addition to remedies  available under this Agreement
and in-law,  immediately cancel this Agreement and/or the governing Schedule for
default.

     B-13.    Dispute Resolution

     a.  The  parties  will  attempt  in good  faith  to  promptly  resolve  any
controversy  or claim  arising  out of or  relating  to this  Agreement  through
negotiations  between key  representatives  of the parties  before  resorting to
other remedies available to them.

     b. If a controversy  or claim should arise that is not settled as specified
in  paragraph a. above,  representatives  of each party who are  authorized  and
empowered to resolve the controversy or claim will meet at a location designated
by Buyer,  at least once,  and attempt to resolve the matter.  Either  party may
request this meeting and the parties agree to meet within  fourteen (14) days of
such request or as mutually agreed.


                              Article B - Page b-6

<PAGE>

                                                       Agreement Number 99006677

     c. If more than one  meeting is held  between the  representatives  of each
party,  the  meetings  shall be held in rotation at the offices of Supplier  and
Buyer.

     d. Unless the parties  otherwise agree, if the matter has not been resolved
within  twenty-one  (21) days of the first meeting,  the  representatives  shall
refer the matter to senior  executives  who shall have full  authority to settle
the dispute.  The senior  executives will meet for negotiations  within fourteen
(14) days of the end of the twenty-one  (21) day period  referred to above, at a
site  designated  by Buyer.  Three (3)  business  days  prior to this  scheduled
meeting,  the parties shall exchange  memoranda  stating the issue(s) in dispute
and their positions,  summarizing the  negotiations  which have taken place, and
attaching relevant documents.

     e. If more than one  meeting is held  between  the senior  executives,  the
meetings shall be held in rotation at the offices of Supplier and Buyer.

     f. If the matter has not been resolved within thirty (30) days of the first
meeting  of the  senior  executives  (which  period  may be  extended  by mutual
agreement), the parties will attempt in good faith to resolve the controversy or
claim in  accordance  with the  American  Arbitration  Association's  rules  for
Mediation of Business Disputes.

     B-14.    Electronic Data Interchange ("EDI")

Each   party   hereto   may   electronically   transmit   or   receive   Orders,
acknowledgments,  invoicing, payment or other documents ("Data") mutually agreed
to by the parties,  pursuant to Exhibit C ("EDI") of this Agreement. The parties
agree that Data  mechanically  stored by either  party in the course of business
shall  constitute   acceptable   documentation  of  the  contents  of  the  Data
electronically transmitted by the originating party.

     B-15.    Entire Agreement

     a.  Acceptance of this  Agreement,  and all resulting  Schedules and Orders
including  EDI  Orders  executed  in  accordance   with  the  "Electronic   Data
Interchange"  clause of this  Agreement,  with respect to the subject  matter to
purchase by  acknowledgment,  shipment or other performance will be unqualified,
unconditional  and subject and expressly  limited to the terms and conditions of
this  Agreement.  All previous  offers by Supplier are hereby rejected and Buyer
will not be bound by terms  additional  to or  different  from  those  contained
herein that may appear in Supplier's  quotation,  acknowledgment,  invoice or in
any other communication from Supplier, unless such terms are expressly agreed to
in a written  instrument  signed by Buyer.  Acceptance  of Products or Services,
payment or any  inaction  by Buyer  will not  constitute  Buyer's  consent to or
acceptance  of any such  additional  or  different  terms,  nor  will  estimates
furnished by Buyer  constitute  commitments.  The  provisions of this  Agreement
supersede all prior oral and written quotations, communications,  agreements and
understandings  of the  parties,  if any,  with  respect to the  subject  matter
hereof.

                              Article B - Page b-7


<PAGE>

                                                       Agreement Number 99006677

     b. The  terms  contained  in this  Agreement  and any  Schedules  or Orders
including  EDI  Orders  executed  in  accordance   with  the  "Electronic   Data
Interchange"  clause of this  Agreement,  including all exhibits and subordinate
documents  attached to or  referenced  in this  Agreement  or any  Schedules  or
Orders,  will constitute the entire  agreement  between  Supplier and Buyer with
regard to the subject  matter  hereof and  supersede  all prior oral and written
communications,  agreements  and  understandings  of the parties,  if any,  with
respect hereto.

     B-16.    Ethical Relationships

Supplier  understands that Buyer has a corporate policy  prohibiting  receipt of
money, loans, gifts and entertainment. Acceptance of an occasional and customary
meal, refreshment, or other hospitality generally is not prohibited. This policy
extends to Buyer's employees and their immediate families.

     B-17.    Force Majeure

     a.  Neither  party  shall be deemed in  default  of this  Agreement  or any
Schedule or Order to the extent that any delay or failure in the  performance of
its  obligations  results from any Force Majeure.  A Force Majeure  condition is
understood to exist when any cause occurs that is beyond the reasonable  control
of the affected party and without its fault or negligence,  such as acts of God,
acts  of  civil  or  military  authority,   embargoes,  epidemics,  war,  riots,
insurrections,  fires, explosions, earthquakes, floods, unusually severe weather
conditions,  strikes, or failure or malfunction of computer equipment,  software
or communication circuits.

     b. If any Force Majeure  condition  occurs,  Supplier  shall give immediate
notice  to Buyer  and Buyer  may,  subject  to the  further  provisions  of this
sub-paragraph,  elect to either:  (i)  terminate  the  affected  Schedule(s)  or
Order(s) or any part  thereof,  (ii) suspend the  affected  Order(s) or any part
thereof for the  duration  of the Force  Majeure  condition,  with the option to
obtain elsewhere Services to be furnished under such Schedule(s) or Order(s) and
deduct from any  commitment  under such  Schedule(s) or Order(s) the quantity of
the Services  obtained or for which  commitments  have been made  elsewhere,  or
(iii)  resume  performance  under such  Schedule(s)  or Order(s)  once the Force
Majeure  condition  ceases,  with an  option  in Buyer to  extend  any  affected
delivery  or  performance  date up to the  length  of  time  the  Force  Majeure
condition endured, provided, however, that Supplier shall be entitled to provide
like replacement  Products or Services which are of comparable  quality and at a
cost not to exceed that provided in the affected Schedule(s) or Order(s). Unless
Buyer gives written  notice within thirty (30) days after being  notified of the
Force Majeure condition, option (ii) shall be deemed selected.


                              Article B - Page b-8

<PAGE>

                                                       Agreement Number 99006677

     B-18.    Fraud - Slamming & Cramming

     a.  Supplier  agrees  to  take  necessary  steps  to  ensure  employees  or
subcontractors  are not involved in  fraudulent  practices,  including,  but not
limited to, cramming or slamming.

          (i)  cramming  occurs when charges for products or services a customer
has not ordered or may not have ever received appear on their bill.

          (ii) slamming is the unauthorized and illegal changing of a customer's
telecommunications   service  provider  without  the  customer's   knowledge  or
permission. It can affect local and long-distance service provider choices.

     b. In addition to all other  remedies  available  under this  Agreement and
in-law,  Buyer  reserves the right to require the immediate  termination  of any
subcontractor Supplier retains who does not follow these anti-fraud provisions.

     B-19.    Governing Law

     a. THIS AGREEMENT AND  PERFORMANCE  HEREUNDER SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF MISSOURI  EXCLUSIVE OF ITS CHOICE OF LAWS PROVISIONS,  UNLESS AN
AFFILIATE  ISSUES A SCHEDULE OR PLACES AN ORDER UNDER THIS  AGREEMENT,  IN WHICH
CASE THE  GOVERNING LAW FOR SUCH SCHEDULE OR ORDER SHALL BE THE LAW OF THE STATE
IN WHICH SUCH AFFILIATE HAS ITS PRINCIPAL PLACE OF BUSINESS.

     b.   IF A DISPUTE ARISES AND THE  MATERIAL FACTS  AFFECT  SCHEDULES  AND/OR
ORDERS SUBMITTED BY MORE THAN ONE COMPANY, THE GOVERNING LAW SHALL BE MISSOURI

     B-20.    Headings

Article,  Exhibit,  clause,  section,  or paragraph  headings  contained in this
Agreement  are for  reference  purposes only and shall not affect the meaning or
interpretation of this Agreement.

     B-21.    Independent Contractor

Supplier hereby represents and warrants to Buyer that:

     a.  Supplier is engaged in an  independent  business  and will  perform all
obligations  under this  Agreement as an  independent  contractor and not as the
agent or employee of Buyer;

                              Article B - Page b-9

<PAGE>

                                                       Agreement Number 99006677

         b.  Supplier's  personnel  performing  under  this  Agreement  shall be
considered solely the employee personnel of Supplier and not employees or agents
of Buyer;

         c.  Supplier has and retains the right to exercise  full control of and
supervision   over  the  performance  and  full  control  over  the  employment,
direction,  assignment,  compensation, and discharge of all personnel performing
under this Agreement;

         d.  Supplier  is solely  responsible  for all  matters  relating to the
payment of compensation,  including payment of premium pay for overtime,  of all
Supplier's  personnel  who perform under this  Agreement.  Supplier will pay all
employee  compensation  and related  taxes and benefits  from its own  accounts,
without  regard to any  dispute  concerning  Buyer's  liability  for  payment to
Supplier under any invoice  related to any  performance  under this Agreement by
Supplier;

     e. Supplier is solely  responsible  for all matters  relating to compliance
with all  employer  obligations  to withhold  employee  taxes,  pay employee and
employer  taxes,  and file  payroll tax returns and  information  returns  under
local, state, and federal income tax laws,  unemployment  compensation insurance
and state  disability  insurance tax laws, and social  security and Medicare tax
laws,  and  all  other  payroll  tax  laws or  similar  laws  (all  collectively
hereinafter  referred  to as  "payroll  tax  obligations")  with  respect to all
Supplier personnel  performing under this Agreement.  If any federal,  state, or
local authority,  including but not limited to any taxing  authority,  may claim
that  Buyer or any  subsidiary  of Buyer is or may be liable on  account  of any
payroll,  payroll tax, or benefit  plan  obligations,  including  the payment of
interest  or  penalties,  with  respect  to any such  Supplier  personnel,  then
Supplier shall:

          (i) cooperate fully in Buyer's defense of such claim;

          (ii) disclose its income tax returns, payroll tax returns, information
returns and  transmittals,  and associated  payment deposits  records,  canceled
checks and instruments,  and other such documents reasonably necessary to enable
Buyer to perfect its defense of such claims;

          (iii) execute and deliver such powers of attorney or other consents as
may be  necessary  to enable  Buyer to obtain  copies of such  returns and other
documents from the taxing and other  authorities that are appropriate or helpful
in order to prove compliance with tax and other legal requirements; and

          (iv) indemnify and hold Buyer harmless from any cost, loss,  damage or
expense, including taxes as well as any interest or penalties.

     f. Supplier is and will respond as the employer of all Supplier  personnel,
exclusive of Buyer, for purposes of any federal, state, or local taxes, benefits
and unemployment  insurance law. Supplier will indemnify and hold Buyer harmless
from any  claim  that  Buyer's  reserve  account  should  be  taxed  to  provide
unemployment compensation to any Supplier personnel or former Supplier personnel
based upon performance provided to Buyer under this Agreement;

                             Article B - Page b-10

<PAGE>

                                                       Agreement Number 99006677

     g. If any of Supplier's  personnel make a claim for employee benefits under
any Buyer employee benefit plan or for workers' compensation against Buyer, then
Supplier will indemnify and hold harmless  Buyer from any such claim,  including
any and all costs and expenses, including interest and penalties;

     h. Supplier's  employee benefit plans and self-employed  benefit plans will
credit  Supplier's  personnel for all time worked on Buyer  assignments  and all
compensation  earned  on  Buyer  assignments  for plan  participation  purposes,
vesting purposes, and benefit accrual purposes, on the same basis as they credit
time worked on other assignments; and

         i.  Supplier  will be  responsible  for  its  own  acts  and  those  of
Supplier's personnel during the performance of Supplier's obligations under this
Agreement.

     B-22.    Information - Buyer's

     a. For the purposes of this clause,  "Information - Buyer's," "Information"
includes,  but is not limited to: all  proposals,  research,  records,  reports,
recommendations, manuals, findings, evaluations, forms, reviews, information, or
other  material or data  originated  or prepared by Supplier in the  performance
hereunder.  Except as otherwise provided herein,  title to all Information shall
be in Buyer.  Except as otherwise  provided herein, no licenses or rights to any
Information are granted to Supplier hereunder.

     b. All copies of such  Information,  in written,  graphic or other tangible
form, shall be returned to Buyer at Buyer's request. Unless such information was
previously known to Supplier free of any obligation to keep it confidential,  or
has been or is  subsequently  made public by Buyer or a third party, it shall be
kept  confidential  by  Supplier,  shall be used only in  performing  under this
Agreement,  and may not be used for other  purposes  except such terms as may be
agreed upon between  Supplier  and Buyer in writing.  Upon the  cancellation  or
termination of this  Agreement,  Supplier  shall  promptly  deliver to Buyer all
information  furnished to Supplier by Buyer in connection with performance under
this Agreement.

     B-23.    Information - Customer

         a. For the purposes of this clause, "Information - Customer," "Customer
Information"  includes,  but is not limited to:  customer name,  address,  phone
number, information concerning a customer's calling patterns, unlisted customer


                             Article B - Page b-11


<PAGE>
                                                       Agreement Number 99006677

numbers,   aggregate  customer  data  with  individual  identifying  information
deleted,   and  "customer   proprietary  network   information"  which  includes
information  available to Buyer by virtue of the Buyer's  relationship  with its
customers  as a provider  of  telecommunications  service and may  include:  the
quantity, technical configuration, location, type, destination, amount of use of
telecommunications  service  subscribed  to, and  information  contained  on the
telephone bills of Buyer's customers pertaining to telephone exchange service or
telephone  toll  service  received  by a customer  of Buyer.  Except as provided
herein, title to all Customer Information shall be in Buyer. Except as otherwise
provided herein, no license or rights to any Customer Information are granted to
Supplier hereunder.

     b. Supplier  acknowledges that Customer Information received may be subject
to certain privacy laws and regulations and requirements of Buyer. Such Customer
Information   is  to  be  considered   private,   sensitive  and   confidential.
Accordingly,  with respect to Customer  Information,  Supplier  agrees to comply
with all applicable "customer  proprietary network information"  restrictions of
the  Telecommunications  Act (47 U.S.C.  Section 222) and, for Buyer's customers
residing in California,  the Constitution of California  (Article I, Section 1),
the California  Public  Utilities Code (Sections 2891 - 2894), and General Order
107-B of the California Public Utilities Commission. Accordingly, Supplier will:

          (i) not use any "customer  proprietary network  information" to market
or otherwise sell Products to Buyer's customers.

          (ii) make no  disclosure  of Customer  Information  to any party other
than Buyer,  except to the extent  necessary for the performance of Services for
Buyer;

          (iii) not incorporate any Customer Information into any database other
than in a database  maintained  exclusively for the storage of Buyer's  Customer
Information;

          (iv) not incorporate any data from any of Supplier's  other customers,
including other Affiliates of Buyer, into Buyer's customer database;

          (v) make no use whatsoever of any Customer Information for any purpose
except to comply with the terms of this Agreement;

          (vi) make no sale,  license o lease of  Customer  Information  to any
other party;

          (vii) restrict access to Customer  Information to only those employees
of  Supplier  that  require  access  in order to  perform  Services  under  this
Agreement;


                             Article B - Page b-12

<PAGE>

                                                       Agreement Number 99006677

          (viii)  implement  and comply with a data security  plan,  approved in
advance in writing by Buyer,  and other procedures as may be agreed by Buyer and
Supplier  relative  to the  security  of  Customer  Information  at all times in
performing Services hereunder;

          (ix)  prohibit  access  or  use  of  Customer  Information  by  any of
Supplier's other customers,  Supplier's  affiliates,  or third parties except as
may be agreed otherwise by Buyer; and

          (x) promptly return all Customer Information to Buyer upon termination
or  cancellation  of this  Agreement or applicable  Schedule,  unless  expressly
agreed or instructed otherwise by Buyer.

     b.  Should  any  Customer  Information  stored on  Supplier's  premises  be
rendered  unusable or unfit,  Supplier shall at no charge to Buyer,  reconstruct
the information to its condition  immediately  prior to the time the information
was rendered unusable or unfit. Any of Buyer's  information  including  Customer
Information  returned to Buyer by Supplier,  upon termination or cancellation of
this Agreement or Schedule must be returned in a medium that is rendered fit for
use by Buyer (e.g., Buyer may instruct Supplier to download Customer Information
on a magnetic tape).

     B-24.    Information - Supplier's

     a. Except as otherwise  provided in this  Agreement  under  "Information  -
Buyer's,"  for  the  purposes  of  this  clause,   "Information  -  Supplier's,"
"Information"  includes,  but is not limited to: any  specifications,  drawings,
sketches,   models,  samples,  tools,  computer  or  other  apparatus  programs,
technical or business  information or data, field trials results and/or reports,
written,  oral or  otherwise  furnished  to Buyer  under  this  Agreement  or in
contemplation of this Agreement.  Except as otherwise provided herein,  title to
all Information shall be in Supplier.

     b.  No  Information   furnished  by  Supplier  to  Buyer  hereunder  or  in
contemplation  hereof shall be  considered  to be  confidential  or  proprietary
unless it is conspicuously  marked as such. If Supplier  provides Buyer with any
proprietary or confidential  Information which is conspicuously  marked as such,
Buyer shall use the same degree of care to prevent its  disclosure  to others as
Buyer uses with  respect to its own  proprietary  or  confidential  Information.
Notwithstanding the preceding sentences, no installation,  operations, repair or
maintenance  Information  of Supplier  which pertains to the Product or Services
which are the subject of this Agreement shall be considered to be proprietary or
confidential,  and Buyer may disclose such Information to others for the purpose
of installing,  operating,  repairing,  and maintaining the Product for which it
was initially furnished.


                             Article B - Page b-13

<PAGE>
                                                       Agreement Number 99006677


     B-25.    Insurance

     a. With respect to  performance  hereunder,  and in addition to  Supplier's
obligation to indemnify,  Supplier  agrees to maintain,  at all times during the
term of this Agreement,  the following minimum insurance coverage and limits and
any additional insurance and/or bonds required by law:

          (i) For work  performed  in the  United  States of  America,  Workers'
Compensation  insurance  with benefits  afforded  under the laws of the state in
which the Services are to be performed and Employers  Liability  insurance  with
minimum limits of $100,000 for Bodily Injury-each accident,  $500,000 for Bodily
Injury by disease-policy  limits, and $100,000 for Bodily Injury by disease-each
employee.

          (ii)  Commercial  General  Liability  insurance with minimum limits of
$2,000,000 General Aggregate limit, with a $1,000,000 each occurrence  sub-limit
for all bodily  injury or property  damage  incurred in any one  occurrence  and
$1,000,000 each occurrence  sub-limit for Personal Injury and  Advertising,  and
$2,000,000 Products/Completed Operations Aggregate limit, with a $1,000,000 each
occurrence  sub-limit for  Products/Completed  Operations.  Fire Legal Liability
insurance with minimum sub-limits of $300,000 are required for lease agreements.


Buyer will be named as an Additional Insured on the Commercial General Liability
policy.

          (iii) If use of a motor  vehicle  is  required,  Automobile  Liability
insurance  with  minimum  limits  of  $1,000,000   combined  single  limits  per
occurrence for bodily injury and property damage, which coverage shall extend to
all owned, hired and non-owed vehicles.

     b. Buyer requires that companies affording insurance coverage have a B+ VII
or better  rating,  as rated in the A.M.  Best Key rating Guide for Property and
Casualty  Insurance  companies,  or a BBB or  better  rating,  as  rated  in the
Standard and Poor's rating list.

     c. A  certificate  of insurance  stating the types of insurance  and policy
limits provided the Supplier must be received prior to commencement of any work.
If a certificate is not received,  Supplier hereby  authorizes  Buyer, and Buyer
may, but is not required to, obtain insurance on behalf of Supplier as specified
herein.  Buyer will either invoice Supplier for the costs incurred to so acquire
insurance or will reduce by an applicable amount any amount owed to Supplier.

     d. The cancellation  clause on the certificate of insurance will be amended
to read as follows:

                             Article B - Page b-14

<PAGE>
                                                       Agreement Number 99006677


          "SHOULD ANY OF THE ABOVE DESCRIBED  POLICIES BE CANCELED OR MATERIALLY
          CHANGED, THE ISSUING COMPANY WILL MAIL THIRTY (30) DAYS WRITTEN NOTICE
          TO THE CERTIFICATE HOLDER."


     e.  Supplier  shall  require  all  subcontractors  who  perform  under this
Agreement to maintain the same insurance as listed above.

     B-26.    Intellectual Property


Except as expressly  provided herein,  nothing contained in this Agreement shall
be construed as conferring by implication,  estoppel, or otherwise,  any license
or right, under any patent,  trademark,  service mark, tradename,  copyright, or
other proprietary right of Buyer and/or Supplier.

     B-27.    Invoicing & Payment


     a. Buyer shall pay Supplier  according  to the rates and charges  stated in
Exhibit E ("Pricing  Agreement") of this  Agreement or the  applicable  Schedule
executed in  accordance  with this  Agreement (A Sample  Schedule is provided at
Exhibit  D).  Supplier  shall  render an  invoice  in  duplicate  or by EDI,  as
appropriate,  not  later  than  the  fifteenth  (15th)  day  of  the  month  for
performance  under each Schedule  during the preceding  month and for all Orders
shipped in the  preceding  month.  The  invoice  shall  specify  in  detail,  as
applicable:  (i)  quantities of each Ordered  item,  (ii)  applicable  rates and
charges of each Ordered item,  (iii) applicable  shipping and handling  charges,
(iv) item model numbers, (v) applicable sales or use taxes, (vi) discounts,  and
(vii) total amount due.  Supplier's invoice to Buyer will reflect deductions for
Product returns as follows:

<TABLE>
<CAPTION>

                  Reason for Return                      Product Credit     Shipping & Handling
                                                            to Buyer          Credit to Buyer
------------------------------------------------------------------------------------------------

<S>                                                             <C>                 <C>
(i)      Undeliverable, wrong address provided by
Buyer (Product returned)                                         * * *               * * *
------------------------------------------------------------------------------------------------
(ii)     Undeliverable, sent to wrong address, return
to sender (Product returned)                                     * * *               * * *
------------------------------------------------------------------------------------------------
(iii)    Undeliverable, customer refused shipment or
did not order Product                                            * * *               * * *
------------------------------------------------------------------------------------------------
(iv)     Undeliverable, three attempts                           * * *               * * *
------------------------------------------------------------------------------------------------
</TABLE>

                                     Article B - Page b-15


<PAGE>
                                                       Agreement Number 99006677

<TABLE>
<CAPTION>
<S>                                                     <C>                   <C>
(v)      Undeliverable, damaged                         * * *                 * * *
------------------------------------------------------------------------------------------------
(vi)     Unit shipped by Seller did not match order
(wrong Product)                                         * * *                 * * *
------------------------------------------------------------------------------------------------
(vii)    Product not received & not returned            * * *                 * * *
------------------------------------------------------------------------------------------------
(viii)   Buyer's remorse                                * * *
------------------------------------------------------------------------------------------------

(ix)     Wrong quantity - shipping error by Supplier    * * *                 * * *

------------------------------------------------------------------------------------------------
(x)      Wrong quantity - order error by Buyer          * * *                 * * *

------------------------------------------------------------------------------------------------
(xi)     Mis-delivered - wrong address provided by      * * *                 * * *
Buyer (Product not returned)
------------------------------------------------------------------------------------------------
</TABLE>

     b. Buyer shall pay Supplier  within thirty (30) days of the date of receipt
of  the  invoice,  provided,  however,  payment  for  shortages,  non-conforming
Products or Services, and portions of any invoice in dispute, may be withheld by
Buyer  until such  problem  has been  resolved.  If Buyer  disputes  any invoice
rendered or if Supplier  disputes any amount paid,  the parties  shall use their
best efforts to resolve such dispute expeditiously.

     c. For accrual  accounting  purposes,  Supplier  will  provide to Buyer not
later than the second (2nd) workday of each month an estimated  invoice  amount.
This estimate  shall  separately  indicate the amount due Buyer for credits,  if
any.

     c.  Unless  specifically  approved  in advance by Buyer,  Supplier  will be
responsible for all charges related to expedited shipments.

     d.  Supplier  shall not be entitled to any other  compensation  of any kind
whatsoever  unless such compensation is approved in advance in writing by Buyer.
Invoices received by Buyer more than one (1) year after the delivery of Products
or  performance  of Services are untimely and Buyer shall have no  obligation to
pay such invoices.

     e. All claims for moneys due or to become due from Buyer will be subject to
deduction by Buyer for any setoff or  counterclaim  for moneys due or become due
from Supplier,  whether under this Agreement or otherwise.  Any amount due Buyer
that is not so applied against Supplier's  invoices for any reason shall be paid
to Buyer by Supplier within thirty (30) days after demand by Buyer.

                             Article B - Page b-16



<PAGE>
                                                       Agreement Number 99006677

     f.  Supplier  agrees to  submit  timely  and  accurate  invoices  to Buyer.
Invoices provided under this Agreement will be managed by Supplier to a standard
that  ensures no more than two (2)  invoice  errors  occur  during any  calendar
month.  Invoice  errors  include,  but are not  limited  to:  invoices  that are
submitted late, invoices that are incomplete, and each instance where an invoice
contains inaccurate prices, quantities, or terms.

     B-28.    Liability

     a. Supplier shall indemnify,  defend and hold harmless Buyer (including its
agents,  employees,  officers,  and  directors)  from  and  against  any and all
liability,  actual loss, damage, court cost, reasonable attorneys' fees or other
reasonable  expense of any kind which arise out of any claim,  demand,  suit for
damages,  injunction or other relief,  including, but not limited to: (i) injury
to or death of any person,  (ii) physical  damage to any property,  (iii) public
charges and penalties,  or (iv) any lien,  directly caused by, resulting from or
attributable  to the  Products or Services or the willful  acts or  omissions of
Supplier (including any of Supplier's agents or subcontractors but excepting the
active negligence or willful misconduct of Buyer or its employees) in furnishing
the Products or Services  hereunder.  This indemnity shall survive the delivery,
inspection and acceptance of the Products or Services hereunder.

     b.  Supplier  agrees to  defend  Buyer,  at no cost or  expense  to  Buyer,
against any such  liability,  claim,  demand,  suit or legal  proceeding.  Buyer
agrees to notify  Supplier  within a  reasonable  time of any written  claims or
demands against Buyer for which Supplier is responsible under this clause.

     c.  Supplier  agrees not to implead  or bring any action  against  Buyer or
Buyer's  employees based on any claim by any person for personal injury or death
that occurs in the course or scope of  employment of such person by Supplier and
that arises out of the Product or Services furnished under this Agreement.

     d. Except with respect to obligations under the clauses entitled  "Customer
Contact,"  "Information"  (all  "Information"   clauses),   "Infringement,"  and
"Liquidated  Damages,"  neither  party  shall be  liable  to the  other  for any
special, indirect, incidental or consequential damages, including loss of
profit.

B-29.    MBE/WBE/DVBE

     a. For Schedules or Orders under this  Agreement by Pacific  Bell,  Pacific
Bell Directory,  Pacific Bell Wireless,  Pacific Bell Information Services,  SBC
Long  Distance,  and  any  other  entity  operating  principally  in  California
(collectively "California Affiliates"),  Minority and Women Business Enterprises
(MBEs/WBEs)  are  defined  as  businesses  which  satisfy  the  requirements  of
subparagraph  b. below and are certified as MBEs/WBEs by the  California  Public
Utilities Commission Clearinghouse ("CPUC-certified").

                             Article B - Page b-17


<PAGE>
                                                       Agreement Number 99006677

For  Schedules  or Orders  under  this  Agreement  by any  entity  that is not a
California  Affiliate,  MBEs/WBEs  are defined as  businesses  which satisfy the
requirements  of  subparagraph  b.  below and are either  CPUC-certified  or are
certified as MBEs/WBEs by a certifying agency recognized by Buyer.


     b. MBEs/WBEs must be at least  fifty-one  percent (51%) owned by a minority
individual or group or by one or more women (for  publicly-held  businesses,  at
least fifty-one percent (51%) of the stock must be owned by one or more of those
individuals),  and the MBEs/WBEs'  management and daily business operations must
be controlled by one or more of those individuals, and these individuals must be
either U.S. citizens or legal aliens with permanent  residence  status.  For the
purpose of this definition,  minority group members include male or female Asian
Americans,  Black Americans,  Filipino  Americans,  Hispanic  Americans,  Native
Americans  (i.e.,  American  Indians,  Eskimos,  Aleuts and  Native  Hawaiians),
Polynesian  Americans,  and multi-ethnic (i.e., any combination of MBEs and WBEs
where no one specific group has a fifty-one  percent (51%) ownership and control
of the business,  but when  aggregated,  the  ownership and control  combination
meets or exceeds the fifty-one  percent  (51%) rule).  "Control" in this context
means exercising the power to make policy  decisions.  "Operate" in this context
means  actively  involved in the  day-to-day  management of the business and not
merely acting as officers or directors.

     c. For Schedules or Orders under this  Agreement by California  Affiliates,
Disabled Veteran Business  Enterprises  (DVBEs) are defined as business concerns
that satisfy the  requirements  of  subparagraph  d. below and are  certified as
DVBEs by the California State Office of Small and Minority Business (OSMB).  The
DVBE  must be a  resident  of the  State of  California,  and must  satisfy  the
requirements of subparagraph d. below.

For  Schedules  or Orders  under  this  Agreement  by any  entity  that is not a
California  Affiliate,  DVBEs are defined as any business concern that satisfies
the  requirements  of  subparagraph  d.  below and is either a defined  DVBE for
Schedules  or Orders by  California  Affiliates,  or is certified as a DVBE by a
certifying agency recognized by Buyer.

     d. The DVBE must be: (i) a sole  proprietorship  at least fifty-one percent
(51%) owned by one or more disabled veterans; or (ii) a publicly-owned  business
in which at least  fifty-one  percent (51%) of the stock is owned by one or more
disabled  veterans;  or (iii) a  subsidiary  which is  wholly  owned by a parent
corporation, but only if at least fifty-one percent (51%) of the voting stock of
the parent  corporation  is owned by one or more  disabled  veterans;  or (iv) a
joint venture in which at least  fifty-one  percent (51%) of the joint venture's
management and control and earnings are held by one or more disabled veterans.


                             Article B - Page b-18


<PAGE>
                                                       Agreement Number 99006677

In each case, the management and control of the daily business  operations  must
be by one or more  disabled  veterans.  A  disabled  veteran is a veteran of the
military,  naval or air service of the United  States  with a  service-connected
disability  of ten  percent  (10%) or more.  "Management  and  control"  in this
context  means  exercising  the  power to make  policy  decisions  and  actively
involved in the  day-to-day  management of the business and not merely acting as
officers or directors.

         e.  Supplier  agrees that  falsification  or  misrepresentation  of, or
failure to report a disqualifying change in, the MBE/WBE/DVBE status of Supplier
or any subcontractor  used by Supplier,  or Supplier's failure to comply in good
faith with any  MBE/WBE/DVBE  use goals  established by Supplier,  or Supplier's
failure to cooperate  in any  investigation  conducted  by Buyer,  or by Buyer's
agent, to determine Supplier's  compliance with this section,  will constitute a
material default of this Agreement.

     B-30.    MBE/WBE/DVBE Participation Plans and Reports

     a.   Supplier commits to goals for the  participation of MBE/WBE/DVBE firms
(as  defined  in the  "MBE/WBE/DVBE"  clause)  as  follows:  TBD%  annual  MBE
                                                             ---
participation;    TBD%  annual  WBE  participation;   and  TBD%  annual  DVBE
                  ---                                      ---
participation.  These  goals  apply to all  annual  expenditures  by any  entity
pursuant to this Agreement with Supplier.

     b.  Attached  hereto and  incorporated  herein as  Exhibit B is  Supplier's
completed Prime Supplier MBE/WBE/DVBE  Participation Plan ("Participation Plan")
outlining  its  MBE/WBE/DVBE  goals and specific  and detailed  plans to achieve
those goals.  Supplier will submit an updated Participation Plan annually by the
first week in January.  Supplier  will  submit  MBE/WBE/DVBE  Quarterly  Results
Reports ("Results  Reports") by the end of the first week following the close of
each  quarter,  using the form(s)  attached  hereto and  incorporated  herein as
Exhibits  B-1,  B-2 and B-3,  as  applicable.  Participation  Plans and  Results
Reports will be submitted to the Prime Supplier  Results  Manager at the address
listed on the forms attached hereto.

     B-31.    Most Favored Customer

     a. Supplier represents and warrants that all prices,  benefits,  warranties
and other terms and  conditions  contained  herein and in  Schedules  and Orders
issued  pursuant  hereto  are and will  continue  to be during  the term of this
Agreement  for the same  Products or  Services,  in similar  quantity  and under
similar terms and  conditions  without  subsidy,  at least as favorable as those
currently  being and which will be offered by Supplier  to any of its  similarly
situated customers.

     b.  Supplier  shall review and certify its  compliance  with this clause to
Buyer  annually.  Should such annual review indicate that Buyer has not received
the  treatment to which Buyer is entitled,  Supplier  shall  provide  Buyer with
Product or Service credits sufficient to fully compensate Buyer for differences.

                             Article B - Page b-19


<PAGE>
                                                       Agreement Number 99006677

     c.  Additionally,  Supplier and Buyer agree to work together to improve the
quality and price of Products and/or  Services  provided under this Agreement to
their mutual benefit.

     B-32.    Nonexclusive Agreement

This  Agreement is a  nonexclusive  agreement.  It is expressly  understood  and
agreed that this  Agreement  does not grant  Supplier an exclusive  privilege to
provide to Buyer any or all  Products or Services of the type  described in this
Agreement nor requires the purchase of any Products or Services from Supplier by
Buyer.  It  is,  therefore,  understood  that  Buyer  may  contract  with  other
manufactures  and suppliers for the procurement or trial of comparable  Products
or Services and that Buyer may itself perform the Services described herein.

     B-33.    Non-Intervention

In  connection  with the provision of Products or Services by Supplier to Buyer,
Supplier  agrees  that  Supplier,  either  directly  or  indirectly,  shall  not
intentionally attempt to influence any regulatory, legislative, or judicial body
so as to prevent or delay the  offering  of  products or services by Buyer which
use the Products or Services supplied by Supplier.

     B-34.    No Third Party Beneficiaries

This  Agreement  is for the benefit of Buyer and  Supplier and not for any other
person.

     B-35.    Notices

Except as otherwise provided in this Agreement, or applicable Schedule or Order,
all  notices or other  communications  hereunder  are deemed  given when made in
writing and delivered:  (a) in person,  (b) to an agent, such as an overnight or
similar delivery service, or (c) via e-mail, and addressed as follows:

For Supplier:

To:      Larry Hanger, Vice President
         6655 Sugarloaf Parkway
         Duluth, Georgia  30097-4916
         e-mail:  larry@innotrac.com

For Buyer, as appropriate:


                             Article B - Page b-20


<PAGE>
                                                       Agreement Number 99006677

For all matters

To:      * * *
         SBC Operations, Inc., General Contracting
         2600 Camino Ramon, Room 2E250
         San Ramon, California  94583
         e-mail:  * * *

For matters pertaining to Product approval:

To:      * * *
         Southwestern Bell Consumer Marketing
         530 McCullough, Room 7-K-01
         San Antonio, Texas  78215
         e-mail:  * * *

For Orders pertaining to Southwestern Bell Telephone Company:

To:      * * *
         Southwestern Bell Consumer Marketing
         530 McCullough, Room 7-P-05
         San Antonio, Texas  78215
         e-mail:  * * *

For Orders pertaining to Pacific Bell and/or Nevada Bell:

To:      * * *
         Pacific Bell Consumer Marketing
         2410 Camino Ramon, Suite 100
         San Ramon, California  94583
         e-mail:  * * *

For Orders pertaining to Southern New England Telecommunications Corp.:

To:      * * *
         SNET
         127 Washington Avenue
         North Haven, Connecticut  06473
         e-mail:  * * *

                  and


                              Article B - page 21


<PAGE>
                                                       Agreement Number 99006677

         * * *
         SNET
         269B Lambert Road
         Orange, Connecticut  06477
         e-mail: * * *

The name  and/or  address  to which  notices or  communications  may be given by
either  party may be changed by written  notice given by such party to the other
pursuant to this section.

     B-36.    Order of Precedence

     a. In the event of a conflict or  inconsistency  between this Agreement and
any Schedule, the Schedule shall control. Except for such Schedule, the terms of
this Agreement shall not be deemed waived, amended or modified.

     b. In the event of a conflict or  inconsistency  between this Agreement and
any Order,  the Order shall  control.  Except for such Order,  the terms of this
Agreement shall not be deemed waived, amended or modified.

     c. In the event of a conflict or inconsistency between any Schedule and any
Order, the Order shall control. Except for such Order, the terms of the Schedule
shall not be deemed waived, amended or modified.

     B-37.    Publicity

Supplier  shall not use Buyer's name or any language,  pictures or symbols which
could, in Buyer's  judgment,  imply Buyer's  identity or endorsement by Buyer or
any of its  employees in any: (i) written,  electronic  or oral  advertising  or
presentation or (ii) brochure,  newsletter,  book,  electronic database or other
written  material of whatever  nature,  without  Buyer's prior  written  consent
(hereafter the terms (i) and (ii) in this clause shall be collectively  referred
to as "publicity matters").  Supplier will submit to Buyer for written approval,
prior to publication, all publicity matters that mention or display Buyer's name
and/or marks or contain  language  from which a  connection  to said name and/or
marks may be inferred or implied.

     B-38.    Records and Audits

     a.  Supplier agrees that it will:

         (i) Maintain  complete and accurate  records of all amounts billable to
and payments  made by Buyer  hereunder in  accordance  with  generally  accepted
accounting  principles and practices,  uniformly and  consistently  applied in a
format that will permit audit;

                             Article B - Page b-22


<PAGE>
                                                       Agreement Number 99006677

         (ii) Retain such records and reasonable  billing detail for a period of
not less than three (3) years from the date of final  payment  for  Products  or
Services (six (6) years for Southern New England Telecommunications Corp.);

         (iii) Provide reasonable  supporting  documentation to Buyer concerning
any disputed  invoice  amount  within thirty (30) calendar days after receipt of
written notification of such dispute; and

         (iv) Maintain complete and accurate records of performance  relative to
all Service levels as specified in Article D  ("Services"),  if applicable,  and
retain such records for a period of not less than three (3) years.

     b. Buyer and  Buyer's  agent  shall have  reasonable  access to  Supplier's
premises  during normal  business hours and at such other times as may be agreed
upon by the parties in order to audit Supplier's  performance of its obligations
under this  Agreement.  This will include as applicable,  but not be limited to,
third party  monitoring of contact with Buyer's  customers,  auditing of charges
invoiced  to Buyer,  auditing of  Supplier's  compliance  with Worker  Agreement
(Exhibit  F)  requirements,   and  assistance  from  Supplier's   personnel  and
sufficient   working  space  to  enable  Buyer  to  perform  Quality   Assurance
Examinations and/or Process  Surveillance and/or Inspection of Products and/or a
review of  Supplier's  total  quality  program.  Should Buyer  request an audit,
Supplier agrees to make available any pertinent records and files to Buyer.

     B-39.    Releases Void

Neither  party shall  require  waivers or releases of any  personal  rights from
representatives  of the other in  connection  with visits to its premises and no
such  releases  or waivers  shall be  pleaded  by either  party in any action or
proceeding.

     B-40.    Remedies Cumulative

Any rights of cancellation,  termination,  or other remedies  prescribed in this
Agreement are  cumulative  and are not exclusive of any other  remedies to which
the injured party may be entitled, including but not limited to, the remedies of
specific performance and cover; however,  neither party shall retain the benefit
of inconsistent remedies.

     B-41.    Severability


If any provision or any part of provision of this Agreement  shall be invalid or
unenforceable,  such  invalidity or  non-enforceability  shall not invalidate or
render  unenforceable any other portion of this Agreement.  The entire Agreement
will be construed as if it did not contain the particular invalid or

                             Article B - Page b-23


<PAGE>
                                                       Agreement Number 99006677


unenforceable  provision(s)  and the rights and  obligations of the Supplier and
Buyer will be construed and enforced accordingly.

     B-42.    Subcontracting

     a.   Subcontracting by Supplier for Products and Services

         (i) Supplier  shall  subcontract  for Products and Services  under this
Agreement only with subcontractors who have been approved by Buyer in writing.

         (ii) Supplier will be responsible for payment to such subcontractor for
Services  provided  under this  Agreement;  except as required  under  Article D
("Services"),  Supplier  will not be  responsible  for the  performance  of such
subcontractor.

     b.   Supplier Providing Services as a Subcontractor

Supplier may provide  Services to Buyer or Buyer's  customers as a subcontractor
for other vendors operating under separate  contracts with Buyer. In such cases,
Supplier  agrees  that the  terms and  conditions  of this  Agreement  apply and
Supplier will be responsible to Buyer for their own performance.

     c.  Supplier  shall not restrict or limit the ability of any  subcontractor
retained in accordance  with this Agreement to provide  Products or Services for
Buyer or Buyer's  customers  either  directly  or as a  subcontractor  for other
vendors.

     B-43.    Survival

Buyer's and Supplier's  obligations  under this Agreement  which by their nature
would  continue   beyond  the  completion  of  performance,   cancellation,   or
termination hereof,  including,  by way of illustration only and not limitation,
those  in  the  clauses   entitled   "Compliance   With  Laws,"   "Information,"
"Infringement,"  "Liability,"  "Publicity," "Releases Void," "Severability," and
"Warranty",  will  survive  the  completion  of  performance,  cancellation,  or
termination of this Agreement.

     B-44.    Time

Unless  otherwise  noted,  it is mutually  agreed that all  references to "local
time" refer to the time-zone(s)  where Buyer and the affected customers of Buyer
reside.

     B-45.    Work Done By Others

If any part of the  Products  or  Services  provided  under this  Agreement  are
dependent upon work done by others,  Supplier shall inspect and promptly  report
to Buyer any defect that renders such other work unsuitable for Supplier's

                            Article B - page b-24


<PAGE>
                                                       Agreement Number 99006677


proper  performance.  Supplier's silence shall constitute approval of such other
work as it is fit, proper and suitable for Supplier's performance.

                             Article B - page b-25


<PAGE>


                                                       Agreement Number 99006677

                                                     Article D
                                                     Services
<TABLE>
<CAPTION>

Table of Contents - Article D
<S>                                                                                                    <C>
   D-1.     Acceptance or Rejection -Services..........................................................d-1
   D-2.     Buyer's Remorse -Services..................................................................d-1
   D-3.     Call Center................................................................................d-2
   D-4.     Customer Credit............................................................................d-3
   D-5.     Defective Products.........................................................................d-4
   D-6.     Documentation -Sales Aids..................................................................d-4
   D-7.     F.O.B......................................................................................d-5
   D-8.     Fulfillment Pricing........................................................................d-5
   D-9.     Liquidated Damages -Services...............................................................d-5
   D-10.    Orders.....................................................................................d-6
   D-11.    Packaging, Labeling & Shipment.............................................................d-6
   D-12.    Reports....................................................................................d-7
   D-13.    Representation.............................................................................d-7
   D-14.    Sales by Supplier..........................................................................d-7
   D-15.    Warranty -Services.........................................................................d-8
</TABLE>


                          Table of Contents - Page vi


<PAGE>

                                                       Agreement Number 99006677

                                Master Agreement
                                       for
                              Products and Services

                                    Article D
                                    Services

Article D contains  provisions  that apply to all Services  provided  under this
Agreement,   including   fulfillment   services  and  sales  agency   campaigns.
Fulfillment  services  encompass  the  full  range  of  Services  pertaining  to
providing  Products to Buyer's  customers.  These Services include,  but are not
limited  to:  customer  service  and call center  operation,  Product  shipment,
after-sale support,  buyer's remorse, and reporting.  Sales agency campaigns are
where  Supplier  is  actively  engaged in selling  Products  and/or  Services to
Buyer's  customers  through  various  programs  that  may  include:  coupons  or
redemption certificates, direct-mail ("DM") pieces, direct-mail, direct-response
("DMDR") pieces,  out-bound  telemarketing  ("OTM"), and in-bound  telemarketing
("ITM"). Sales agency campaigns may include fulfillment services.

     D-1. Acceptance or Rejection - Services

     a. Services  performed by Supplier  shall be deemed to be accepted by Buyer
when Services are performed  satisfactorily  with  promptness and diligence in a
professional manner by qualified personnel in accordance with this Agreement and
applicable Schedule. Payments, including progress payments, if any, shall not be
construed as acceptance of Services  performed up to the time of such  payments.
Buyer shall notify  Supplier of any  Services  considered  to be  unsatisfactory
within a reasonable period of time.

     b. If, prior to acceptance  by Buyer,  any of the Services are found to not
be in strict  conformance to this Agreement and the applicable  Schedule  and/or
Order,  in  addition  to  the  rights   delineated   under   "Cancellation   and
Termination,"  Buyer  shall have the right:  (i) to reject the  Services or (ii)
require the performance or re-performance of such Services.

     D-2.     Buyer's Remorse - Services

     a. When notified of Buyer's  customer's  decision to return the  Product(s)
due to buyer's remorse in accordance  with the "Buyer's  Remorse" clause of this
Agreement, Supplier will send to Buyer's customer within two (2) business days a
pre-paid,  pre-printed shipping label along with the return authorization number
and shipping instructions at no charge to Buyer or Buyer's customer.

                              Article D - Page d-1


<PAGE>

     b. Supplier  agrees to issue  notification  daily to Buyer for each Product
returned due to buyer's  remorse  reflecting:  (i) name and telephone  number of
Buyer's customer,  (ii) product returned,  (iii) date received,  and (iv) reason
for return.  The  notification  will be forwarded to the address provided in the
"Notices" clause of this Agreement or as mutually agreed upon by the parties.

     c. In accordance  with the "Invoicing & Payment"  clause of this Agreement,
Supplier  agrees to credit  Buyer the  purchase  price  exclusive of the initial
shipping & handling charge,  as delineated in the applicable  Schedule,  for all
Products returned under buyer's remorse.

     D-3.     Call Center

     a. Supplier agrees to operate a call center to provide  after-sale  support
and telemarketing Services as applicable.

b. Unless changes are negotiated and included in a separately  executed Schedule
(Exhibit D),  Supplier's hours of operation for the call center will be * * * to
* * *  local  time * * * and * * *  local  time * * *  excluding  the  following
holidays: * * *.

     c.   Supplier's   in-bound   call  center  will  be  staffed  with  trained
representatives  who are  courteous  and  professional  and  provide  service to
Buyer's customers that includes, as a minimum, the following:

          (i) a live contact in either  English and Spanish  within  twenty (20)
seconds for at least  eighty  percent  (80%) of all calls as measured on a daily
basis and within  sufficient  time for all calls to maintain an abandon  rate of
less than five percent (5%); and

          (ii) resolve Buyer's customer concerns in one call without the need to
refer the caller  elsewhere.  Calls  received that do not pertain to Products or
Services provided by Supplier are to be referred to the appropriate party by way
of an on-line transfer where Supplier's representative remains on the line until
a live contact is reached.

     d. For outbound telemarketing, the parties agree as follows:

          (i)   Supplier's   call   center   will  be   staffed   with   trained
representatives who are courteous and professional; and

          (ii) caller identification  ("Caller ID") information will be provided
on all  outbound  calls.  The Caller ID  information  displayed  must  contain a
telephone number at which Supplier may receive telephone calls if Supplier

                              Article D - Page d-2


<PAGE>
leaves a message on a  telephone  answering  device or uses an ADAD that plays a
recorded  message  when  a  connection  is  completed  to  a  telephone  number,
irrespective of whether a message is left or an ADAD is used.

          (iii)  Buyer may  request  and  Supplier  agrees to  provide  an audio
recording  of all  customer  contacts for a period of not less than one (1) year
from the date of the contact(s).

     e. In accordance  with the  "Customer  Contact"  clause of this  Agreement,
Supplier agrees that all call center  representatives will complete and sign the
Worker  Agreement  (Exhibit F) prior to initiating  calls to, or receiving calls
from, Buyer's customers.

     f. The parties agree that Buyer will be allowed to monitor  Supplier's call
center  for  the  purpose  of  evaluating  Supplier's   performance  under  this
Agreement.  Supplier  agrees to provide Buyer with telephone  numbers and access
codes necessary to enable Buyer to so monitor calls.

     g. For after-sale support of Products fulfilled by Supplier:

          (i) Supplier  shall provide  Buyer's  customers a toll-free  telephone
number to call for the call center.  This ongoing  support via telephone will be
available to Buyer's customers from Supplier at no charge;

          (ii) this support will include all  technical,  operational,  warranty
and post-warranty questions and problems; and

          (iii) call center  representatives  will have  successfully  completed
product-specific training.

     D-4.     Customer Credit

Supplier will credit Buyer's customers for Product returns as follows:
<TABLE>
<CAPTION>

-------------------------------------------------------|---------------------|------------------------------
                                                       |                     |
                  Reason for Return                    | Product Credit to   | Shipping & Handling Credit
                                                       |      Customer       |         to Customer
                                                       |                     |
-------------------------------------------------------|---------------------|------------------------------
<S>                                                    |        <C>          |            <C>
(i)      Undeliverable, wrong address provided by      |                     |
Buyer (Product returned)                               |        * * *        |            * * *
-------------------------------------------------------|---------------------|------------------------------
                                                       |                     |
(ii)     Undeliverable, sent to wrong address, return  |                     |
to sender (Product returned)                           |        * * *        |            * * *
-------------------------------------------------------|---------------------|------------------------------
</TABLE>

                              Article D - Page d-3


<PAGE>

<TABLE>
<CAPTION>

-------------------------------------------------------|---------------------|------------------------------
<S>      <C>                                           |       <C>           |            <C>
(iii)    Undeliverable, customer refused shipment      |                     |
                                                       |        * * *        |            * * *
-------------------------------------------------------|---------------------|------------------------------
(iv)     Undeliverable, customer did not order Product |        * * *        |            * * *
-------------------------------------------------------|---------------------|------------------------------
(v)      Undeliverable, three attempts                 |        * * *        |            * * *
-------------------------------------------------------| --------------------|------------------------------
(vi)     Undeliverable, damaged                        |        * * *        |            * * *
-------------------------------------------------------|---------------------|------------------------------
(vii)    Wrong Product shipped                         |        * * *        |            * * *
-------------------------------------------------------|---------------------|------------------------------
(viii)   Product not received & not returned           |        * * *        |            * * *
-------------------------------------------------------|---------------------|------------------------------
(ix)     Buyer's remorse                               |        * * *        |            * * *
-------------------------------------------------------|---------------------|------------------------------
(x)      Wrong quantity - shipping error by Supplier   |        * * *        |            * * *
                                                       |                     |
-------------------------------------------------------|---------------------|------------------------------
(xi)     Wrong quantity - order error by Buyer         |        * * *        |            * * *
                                                       |                     |
-------------------------------------------------------|---------------------|------------------------------
(xii) Mis-delivered - wrong address provided by        |                     |
Buyer (Product not returned)                           |        * * *        |            * * *
-------------------------------------------------------|---------------------|------------------------------
</TABLE>

     D-5.     Defective Products

     a. Buyer's customers may contact Supplier concerning any questions that may
arise concerning repair, and if required, return of the Product.

     b. When the return of a defective  Product,  or Product  suspected of being
defective,  by  Buyer's  customer  is  authorized  within the  warranty  period,
Supplier will send to Buyer's  customer  within one (1) business day a pre-paid,
pre-printed shipping label along with shipping  instructions to Buyer's customer
at no charge to Buyer or Buyer's customer.

     D-6.     Documentation - Sales Aids

Supplier  agrees to provide a  reasonable  quantity  of sales  aids for  Buyer's
service  representatives at no additional charge.  Sales aids for new or revised
Products will be provided for Buyer's  service  representatives  at least thirty
(30) days, or as mutually agreed in writing, prior to introduction of the new or
revised Product(s).  Provision of additional sales brochures will be agreed upon
separately by the parties.

                              Article D - Page d-4


<PAGE>

     D-7.     F.O.B.

The Products Ordered  hereunder will be shipped F.O.B.  destination to the "ship
to"  address  provided by Buyer;  Supplier is  responsible  for  replacement  of
Products lost or damaged in shipment. Supplier will promptly notify Buyer in the
event the Product is not delivered for whatever reason to Buyer's customer.

     D-8.     Fulfillment Pricing

When the parties mutually agree,  fulfillment Services may be separately priced.
When the parties so agree, a Pricing Agreement (Exhibit E) will be executed.  It
is agreed that such pricing will be the maximum  price  Supplier will charge for
fulfillment   Services  related  to  Supplier   providing  Products  to  Buyer's
customers.

     D-9.     Liquidated Damages - Services

Supplier  recognizes  the  importance of meeting  standards as specified in this
Agreement and agrees to the following liquidated damage clause:

     a. Upon  discovery of  information  indicating a reasonable  certainty that
standards will not be met,  Supplier shall notify Buyer and provide  information
relating to the  estimated  deficiency.  The parties  shall work jointly  toward
development  of  a  plan  to  resolve  the  deficiency   and   accommodate   the
circumstances.  If the parties reach  agreement on resolving the  deficiency and
Supplier fails to so resolve the deficiency, Buyer may: (i) cancel such Schedule
or Order,  or (ii) exercise its right to recover  liquidated  damages  specified
hereunder,   or  (iii)  make  additional   accommodations   subject  however  to
cancellation if the deficiency is not resolved, whereupon Buyer may exercise its
reserved  right to recover  liquidated  damages.  If the  parties  fail to reach
agreement on resolving the  deficiency,  Buyer may exercise its right to recover
liquidated damages specified hereunder.

     b. In the event Buyer  exercises its right to recover  liquidated  damages,
Supplier shall pay to Buyer as liquidated damages and not as a penalty:

          (i) for any Product  that is not shipped  within the  standards of the
"Packaging,  Labeling &  Shipment" clause of  this Agreement, an amount equal to
 * * * for each day of delay from the original Order date;

          (ii)  for any  month in  which  Supplier's  call  center  drops  below
standards,  either  responsiveness or abandon rate, an amount equal to * * * for
each Product ordered during that month for each percentage point the call center
responsiveness and/or abandon rate (cumulative percentage if both responsiveness
and abandon  rate are below  standards)  drops  below  standards  for the  first
* * * percentage points,  * * * or each  percentage  point for the  second * * *
percentage points, * * * for each percentage point for the next * * * percentage
points,  and etc.;
and

                              Article D - Page d-5


<PAGE>

         (iii) an  amount  equal  to * * * for each invoice error in  excess  of
standards  during any month.  When  Products and Services are Ordered under this
Agreement,  the standards relative to liquidated damages for invoice errors will
cumulatively apply to Products and Services but will not be duplicative.

     c. In amplification of the "Force Majeure" clause of this Agreement,  it is
agreed and understood that Seller will not be subject to liquidated damages when
the cause of the  deficiency  is beyond the  reasonable  control of Supplier and
without  its  fault or  negligence,  such as:  in the  case of  delayed  Product
shipments  when the  cause of the delay is due to the  equipment  manufacturer's
delay in making  Product  available  for  shipment;  in the case of call  center
standards  when  Products  supplied  by  the  equipment   manufacturer  have  an
excessively  high  defect  rate  and it can be  shown  that  the  deficiency  is
attributable  to the  correspondingly  high volume of incoming  calls; or in the
case of call center standards when the volume of incoming calls exceeds mutually
agreed upon written projections by greater than ten percent (10%).

     d. At Buyer's option,  such amount shall be paid to Buyer in cash or in the
form of a  credit  on a  going-forward  basis  exercisable  by Buyer as a setoff
against any sums which may be or become owing from Buyer to Supplier.

     D-10.    Orders

     a. Buyer and Supplier  agree that Orders will be sent via  electronic  data
interchange  ("EDI")  in  accordance  with  Exhibit  C (EDI)  or,  if EDI is not
operational, by facsimile transmission.

     b. The Orders will specify: (i) a description of the Product,  inclusive of
any numerical/alphabetical  identification, (ii) the price, (iii) the address to
which the Product is to be shipped,  and (iv) the name and  telephone  number of
Buyer's customer.

     D-11.    Packaging, Labeling & Shipment

When Products are made  available  for shipment by the  equipment  manufacturer,
Supplier agrees to provide fulfillment  Services that include, as a minimum, the
following:


     a. Package,  mark and label the Products in a standard  format as agreed to
by the parties. Furnish adequate protective packaging at no additional charge;

     b.   Attach a complete shipping label with each shipment;

                              Article D - Page d-6


<PAGE>

     c. Ship Orders to Buyer's  customers  that are made  available by Buyer for
receipt  by  Supplier  through  EDI,  or  received  by  Supplier  via  facsimile
transmission, not later than the next business day;

     d. Ship Orders  complete to Buyer's  customers.  Supplier  will ship Orders
using a method that ensures  delivery of Product  within three (3) business days
following shipment of Order; and

     e.   Ship to the destination designated in the Order.

     D-12.    Reports

     a. At the beginning of each month,  Supplier  agrees to provide a report to
Buyer, distinguishing between Buyer and each Affiliate,  providing the following
information for the previous month:

          (i) shipment report by product  delineating on-time shipments and late
shipments with length of the delay and reason.

          (ii) return rate by product and reasons for returns.

          (iii) call center report by language summarizing call volume, response
time  (percent  answered  within  twenty  seconds and average  time to respond),
abandon rate, and reasons for calls.

     b. Supplier agrees to provide additional reports as may be periodically and
reasonably requested by Buyer.

     D-13.    Representation

Supplier may refer to itself during the term of this Agreement as an "Authorized
Representative  of Buyer"  solely in  connection  with the Services set forth in
this Agreement.  Immediately upon  cancellation or termination of this Agreement
or governing Schedule, Supplier shall cease representing itself as a "Authorized
Representative of Buyer."

     D-14.    Sales by Supplier

When Buyer's  customers  contact  Supplier's call center and request  reasonable
quantities of additional  Products or Services covered under this Agreement from
Supplier,  either of their own initiative or in response to an approved offer by
Supplier,  Supplier may  endeavor to complete the sale.  If Supplier is does not
complete  the sale,  Supplier is to refer  Buyer's  customer to the  appropriate
Buyer's Service Center.  If Supplier does complete the sale, the sale is covered
under this Agreement as if made by Buyer and the file containing the details of

                              Article D - Page d-7


<PAGE>

the sale will be sent to Buyer via a mutually  acceptable means, such as reverse
EDI, and included by Supplier on the monthly invoice to Buyer.  Supplier may not
sell Products or Services not covered under this Agreement to Buyer's  customers
who contact Supplier's call center.

     D-15.    Warranty - Services

Supplier  warrants  to  Buyer  that  any  Services  provided  hereunder  will be
performed  in a  first-class,  workmanlike  manner,  with the  care,  skill  and
diligence,  and in accordance with the applicable standards currently recognized
in  Supplier's  profession  or industry.  If Supplier  fails to meet  applicable
professional standards, Supplier will, without additional compensation,  correct
or revise any errors or deficiencies in the Services furnished hereunder.

                               Article D - Page 8



<PAGE>
                                                       Agreement Number 99006677

          Signature Page

         IN WITNESS  HEREOF,  the  parties  have  caused  this  Agreement  to be
executed by their respective duly authorized representatives.


Innotrac Corporation


Signature:                 /s/ Scott Dorfman

Printed Name:              Scott Dorfman

Title:                     President

Date:                      ______________________________________________




SBC Operations, Inc.


Signature:                 * * *

Printed Name:              * * *

Title:                     * * *


Date:                      ______________________________________________



                                 Signature Page


<PAGE>

                                                       Agreement Number 99006677


                                    Exhibit A
                   Executive Orders and Associated Regulations

Work under this contract may be subject to the  provisions of certain  Executive
Orders,   federal  laws,  state  laws,  and  associated   regulations  governing
performance  of this contract  including,  but not limited to:  Executive  Order
11246,  Executive Order 11625, Executive Order 11701, and Executive Order 12138,
Section  503 of the  Rehabilitation  Act of 1973 as amended  and the Vietnam Era
Veteran's Readjustment Assistance Act of 1974. To the extent that such Executive
Orders,  federal laws, state laws, and associated  regulations apply to the work
under this contract,  and only to that extent,  Contractor agrees to comply with
the  provisions of all such  Executive  Orders,  federal laws,  state laws,  and
associated  regulations,  as now in force or as may be  amended  in the  future,
including, but not limited to the following:

     1.   EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND
          PROVISIONS OF GOVERNMENT CONTRACTORS

In accordance with 41 C.F.R.  Section 60-1.4(a),  the parties incorporate herein
by this reference the regulations and contract clauses required by that section,
including  but  not  limited  to,  Contractor's   agreement  that  it  will  not
discriminate  against any employee or applicant for employment  because of race,
color,  religion,  sex, or national origin. The Contractor will take affirmative
action to ensure that  applicants  are employed,  and that employees are treated
during  employment,  without  regard to their  race,  color,  religion,  sex, or
national origin.

     2.   AGREEMENT OF NON SEGREGATED FACILITIES

In accordance with 41 C.F.R. Section 60-1.8,  Contractor agrees that it does not
and will not maintain or provide for its employees any facilities  segregated on
the  basis of race,  color,  religion,  sex,  or  national  origin at any of its
establishments,  and  that it does  not and will not  permit  its  employees  to
perform their services at any location, under its control, where such segregated
facilities are  maintained.  The term  "facilities" as used herein means waiting
rooms, work areas,  restaurants and other eating areas, time clocks, rest rooms,
wash rooms,  locker rooms and other  storage or dressing  areas,  parking  lots,
drinking  fountains,  recreation or  entertainment  areas,  transportation,  and
housing  facilities   provided  for  employees;   provided,   that  separate  or
single-user  restroom and necessary dressing or sleeping areas shall be provided
to assure privacy between the sexes.

                               Exhibit A - Page 1


<PAGE>


     3.   AGREEMENT OF AFFIRMATIVE ACTION PROGRAM

Contractor agrees that it has developed and is maintaining an Affirmative Action
Plan as required by 41 C.F.R. Section 60-1.4(b).

     4.   AGREEMENT OF FILING

Contractor  agrees that it will file,  per current  instructions,  complete  and
accurate  reports on Standard  Form 100  (EE0-1),  or such other forms as may be
required under 41 C.F.R. Section 60-1.7(a).

     5.   AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS AND
          DISABLED VETERANS, VETERANS OF THE VIETNAM ERA

In accordance with 41 C.F.R. Section 60-250.20, and 41 C.F.R. Section 60-741.20,
the parties  incorporate  herein by this reference the  regulations and contract
clauses required by those  provisions to be made a part of government  contracts
and subcontracts.

     6.   UTILIZATION OF SMALL, SMALL DISADVANTAGED AND
          WOMEN-OWNED SMALL BUSINESS CONCERNS

As prescribed in 48 C.F.R., Ch. 1, 19.708(a):

     a. It is the policy of the United  States  that  small  business  concerns,
small  business  concerns  owned and  controlled  by socially  and  economically
disadvantaged  individuals  and small business  concerns owned and controlled by
women  shall  have  the  maximum  practicable   opportunity  to  participate  in
performing  contracts  let  by  any  Federal  agency,  including  contracts  and
sub-contracts  for systems,  assemblies,  components,  and related  services for
major  systems.  It is further  the policy of the United  States  that its prime
contractors  establish  procedures  to ensure the  timely  payment  amounts  due
pursuant to the terms of the subcontracts  with small business  concerns,  small
business   concerns   owned  and   controlled   by  socially  and   economically
disadvantaged  individuals  and small business  concerns owned and controlled by
women.

     b. The Contractor hereby agrees to carry out this policy in the awarding of
subcontracts  to  the  fullest  extent   consistent   with  efficient   contract
performance.  The  Contractor  further  agrees to  cooperate  in any  studies or
surveys as may be conducted by the United States Small  Business  Administration
or the awarding agency of the United States as may be necessary to determine the
extent of the Contractor's compliance with this clause.

     c. As used in this contract,  the term small business  concern shall mean a
small  business as defined  pursuant to section 3 of the Small  Business Act and
relevant  regulations  promulgated  pursuant  thereto.  The term small  business
concern owned and controlled by socially and economically disadvantaged

                               Exhibit A - Page 2


<PAGE>

individuals  shall  mean a small  business  concern:  (1)  which  is at least 51
percent   unconditionally  owned  by  one  or  more  socially  and  economically
disadvantaged  individuals,  or, in the case of any publicly owned business,  at
least 51 percent of the stock of which is  unconditionally  owned by one or more
socially and economically  disadvantaged  individuals;  and (2) whose management
and daily business  operations  are controlled by one or more such  individuals.
This  term  also  means  small  business  concern  that is at least  51  percent
unconditionally  owned by an economically  disadvantaged  Indian tribe or Native
Hawaiian  Organization,  or a publicly owned business having at least 51 percent
of its  stock  unconditionally  owned by one of  these  entities  which  has its
management  and  daily  business   controlled  by  members  of  an  economically
disadvantaged Indian tribe or Native Hawaiian Organization,  and which meets the
requirements of 13 CRF part 124. The Contractor  shall presume that socially and
economically   disadvantaged  individuals  include  Black  Americans,   Hispanic
Americans,  Native  Americans,   Asian-Pacific  Americans,   Subcontinent  Asian
Americans,   and  other  minorities,   or  any  other  individual  found  to  be
disadvantaged  by the  Administration  pursuant  to  section  8(a) of the  Small
business  Act.  The  Contractor  shall  presume that  socially and  economically
disadvantaged   entities  also  include   Indian  Tribes  and  Native   Hawaiian
Organizations.

     d. The term "small  business  concern owned and  controlled by women" shall
mean a small business concern:  (1) which is at least 51 percent owned by one or
more women, or, in the case of any publicly owned business,  at least 51 percent
of the stock of which is owned by one or more  women;  and (2) whose  management
and daily business operations are controlled by one or more women; and

     e. Contractors acting in good faith may rely on written  representations by
their  sub-contractors  regarding  their status as a small business  concern,  a
small  business  concern  owned and  controlled  by  socially  and  economically
disadvantage  individuals  or a small  business  concern owned and controlled by
women.

     7.   SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED
          SMALL BUSINESS SUB-CONTRACTING PLAN

The sub-contractor  will adopt a plan similar to the plan required by 48 CFR Ch.
1 at 52.219-9.

                               Exhibit A - Page 3


<PAGE>


                                    Exhibit B
                 Prime Supplier MBE/WBE/DVBE Participation Plan

--------------------------------------------------------------------------------
|                                PRIME SUPPLIER                                |
|                        MBE/WBE/DVBE PARTICIPATION PLAN                       |
--------------------------------------------------------------------------------

PRIME SUPPLIER NAME:__________________________________________________________

ADDRESS:______________________________________________________________________

TELEPHONE NUMBER:_____________________________________________________________

DESCRIBE GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT:

==============================================================================
------------------------------------------------------------------------------

DESCRIBE  YOUR  M/WBE-DVBE  OR  SUPPLIER  DIVERSITY  PROGRAM  AND THE  PERSONNEL
DEDICATED TO THAT PROGRAM:

===============================================================================
-------------------------------------------------------------------------------

THE FOLLOWING,  TOGETHER WITH ANY  ATTACHMENTS  IS SUBMITTED AS AN  MBE/WBE/DVBE
PARTICIPATION PLAN.

1.   GOALS

     A.   WHAT ARE YOUR MBE/WBE/DVBE PARTICIPATION GOALS?

         o     MINORITY BUSINESS ENTERPRISES (MBEs)
                -------------%



                               Exhibit B - Page 1


<PAGE>
         o     WOMEN BUSINESS ENTERPRISES (WBEs)
                -------------%

         o     DISABLED VETERANS BUSINESS
                -------------%

                ENTERPRISES (DVBEs)

     B.   WHAT IS THE ESTIMATED ANNUAL VALUE OF THIS CONTRACT WITH
          PACIFIC BELL? ______________

          SOUTHWESTERN BELL TELEPHONE COMPANY ("SWBT")? ______________

          OTHER SBC AFFILIATE? ______________
                  Note:  Indicate dollar award(s) as it applies to this
                  contract (i.e., Pacific Bell, SWBT and/or Affiliate).

     C.   WHAT ARE THE DOLLAR AMOUNTS OF YOUR PROJECTED
           MBE/WBE/DVBE PURCHASES?

          o    MINORITY BUSINESS ENTERPRISES (MBEs)
               -------------
          o    WOMEN BUSINESS ENTERPRISES (WBEs)  _____________
          o    DISABLED VETERANS BUSINESS
                  -------------
                 ENTERPRISES (DVBEs)

   *SEE MBE/WBE/DVBE CANCELLATION CLAUSE IN AGREEMENT FOR DEFINITIONS OF MBE,
    WBE, AND DVBE

2.   LIST  THE  PRINCIPAL   GOODS  AND/OR  SERVICES  TO  BE   SUBCONTRACTED   TO
     MBE/WBE/DVBEs OR DELIVERED THROUGH MBE/WBE/DVBE VALUE ADDED RESELLERS.

==============================================================================
------------------------------------------------------------------------------

                               Exhibit B - Page 2


<PAGE>



                   DETAILED PLAN FOR USE OF MBEs/WBEs/DVBEs AS
                   -------------------------------------------
               SUBCONTRACTORS, DISTRIBUTORS, VALUE ADDED RESELLERS
               ---------------------------------------------------
<TABLE>
<CAPTION>

For every product and service you intend to use, provide the following information:
(attach additional sheets if necessary)

------------------------------------------------------------------------------------------------------------------------
            Company name             |   Classification    | Products/Services   |      $ Value        | Date to Begin
                                     |   (MBE/WBE/DVBE)    |   to be provided    |                     |
-------------------------------------|---------------------|---------------------|---------------------|----------------
 <S>                                    <C>                  <S>                       <C>                <C>
-------------------------------------|---------------------|---------------------|---------------------|----------------
                                     |                     |                     |                     |
-------------------------------------|---------------------|---------------------|---------------------|----------------
                                     |                     |                     |                     |
-------------------------------------|---------------------|---------------------|---------------------|----------------
                                     |                     |                     |                     |
-------------------------------------|---------------------|---------------------|---------------------|----------------
                                     |                     |                     |                     |
-------------------------------------|---------------------|---------------------|---------------------|----------------
                                     |                     |                     |                     |
-------------------------------------|---------------------|---------------------|---------------------|----------------
                                     |                     |                     |                     |
-------------------------------------|---------------------|---------------------|---------------------|----------------
</TABLE>

     3.       SELLER AGREES THAT IT WILL  MAINTAIN ALL  NECESSARY  DOCUMENTS AND
              RECORDS  TO  SUPPORT  ITS  EFFORTS  TO  ACHIEVE  ITS  MBE/WBE/DVBE
              PARTICIPATION  GOAL(S).   SELLER  ALSO  ACKNOWLEDGES  THAT  IT  IS
              RESPONSIBLE   FOR    IDENTIFYING,    SOLICITING   AND   QUALIFYING
              MBE/WBE/DVBE   SUBCONTRACTORS,   DISTRIBUTORS   AND  VALUE   ADDED
              RESELLERS.


                               Article B - Page 3


<PAGE>
4.            THE FOLLOWING  INDIVIDUAL,  ACTING IN THE CAPACITY OF MBE/WBE/DVBE
              COORDINATOR FOR SELLER, WILL:
               o       ADMINISTER THE MBE/WBE/DVBE PARTICIPATION PLAN,
               o       SUBMIT MBE/WBE/DVBE QUARTERLY RESULTS REPORTS,
               o       SUBMIT AN UPDATED MBE/WBE/DVBE PARTICIPATION PLAN
                       ANNUALLY BY THE FIRST WEEK IN JANUARY TO THE PRIME
                       SUPPLIER RESULTS MANAGER AT THE ADDRESS LISTED BELOW, AND
               o       COOPERATE IN ANY STUDIES OR SURVEYS AS MAY BE REQUIRED IN
                       ORDER TO DETERMINE THE EXTENT OF COMPLIANCE BY THE SELLER
                       WITH THE PARTICIPATION PLAN.

               NAME: (PRINTED) _______________________________________________

               TITLE:_________________________________________________________

               TELEPHONE NUMBER:______________________________________________

               AUTHORIZED SIGNATURE:__________________________________________

               DATE:__________________________________________________________

     SUBMISSION ADDRESS FOR ANNUAL UPDATES:

     SUPPLIER DIVERSITY MANAGER
     PRIME SUPPLIER PROGRAM MANAGER
     2600 CAMINO RAMON, ROOM 1E050
     SAN RAMON, CALIFORNIA  94583        FAX # (925) 867-4414

                               Exhibit B - Page 4


<PAGE>

                                                       Agreement Number 99006677

                                    B-1

                      SOUTHWESTERN BELL TELEPHONE COMPANY
                     MBE/WBE/DVBE QUARTERLY RESULTS REPORT

NOTE:  Subcontracting  &  Value  Added  Reseller  Results  should  reflect  ONLY
       MBE/WBE/DVBE  dollars directly  traceable to SOUTHWESTERN  BELL TELEPHONE
       COMPANY  purchases DURING THE REPORT QUARTER.  (If reporting  results for
       Pacific Bell and/or  Nevada  Bell,  Complete  Exhibit B-2) (If  reporting
       results for Southern New England Telecommunications, Complete Exhibit
       B-3).

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>
1.  REPORTING COMPANY:                        2.  CONTRACT/       3.  REPORT QUARTER:
                                                   WORK ORDER         This report reflects the use of Minority Business Enterprise/
      Name:____________________________            NUMBER:            Woman Business Enterprise/Disabled Veterans Enterprise
   Address:____________________________                               participation for period
   City, State, Zip:___________________        ________________       ____________________through
    Telephone:_________________________        (If available)         ___________________________
                                                                       (Please indicate dates)
------------------------------------------------------------------------------------------------------------------------------------
                    PARTICIPATION GOAL                     |                        PARTICIPATION ACHIEVEMENT
-----------------------------------------------------------------------------------------------------------------------------------
4.                                                         |             5.                                       Actual for Quarter
                                                           |                                         MBE         WBE        DVBE
                                        ANNUAL GOAL        |        Subcontracting Dollars   $          $           $
                                        -----------
                                                           |                                 ----------------------------------
Percent of Total       MBE         WBE        DVBE         |        Value Added Reseller
SWBT Purchases               %           %          %      |        Dollars                  $          $           $
                    ----------------------------------     |                                 ----------------------------------
                                                           |        Total Purchase
                                                           |        Dollars                  $
                                                           |                                 ----------------------------------
                                                           |
                                                           |        Percent of Total
                                                           |        Purchases                         %           %          %
                                                           |                                 ----------------------------------
                                                           |
-----------------------------------------------------------------------------------------------------------------------------------
                                        VALUE ADDED RESELLER* RESULTS
-----------------------------------------------------------------------------------------------------------------------------------

*Supplier   who   purchases   products/services   from  an  original   equipment
manufacturer  or other prime  supplier for resale and provides  enhancements  or
added value to the basic product. (Attach additional sheets if necessary)

6.
                                                                                                       TOTAL DOLLARS:

                                                                                   |===============================================
  Name:                                                    |        ETHNIC/GENDER: |       MOKA           TEXAS         TOTAL SWBT
                                                           |                       |===============================================
-----------------------------------------------------------------------------------|-------------|-----------------|---------------
                Address:___________________________________________________________|
      City, State, Zip: ___________________________________________________________|
            Telephone: ____________________________________________________________|
    Goods or Services:  ___________________________________________________________


                                                                                                      TOTAL DOLLARS:

                                                                                   |===============================================
  Name:                                                    |        ETHNIC/GENDER: |       MOKA           TEXAS         TOTAL SWBT
                                                           |                       |===============================================
-----------------------------------------------------------------------------------|-------------|-----------------|---------------
                Address:___________________________________________________________|
      City, State, Zip: ___________________________________________________________|
            Telephone: ____________________________________________________________|
    Goods or Services:  ___________________________________________________________
</TABLE>

                             Exhibit B-1 -- Page 1

<PAGE>

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
     <C>  <S>                        <C>              <C>                     <S>          <C>             <C>            <C>
     7.  REPORTING COMPANY           Name:
                                           -----------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
                                         SOUTHWESTERN BELL TELEPHONE COMPANY SUBCONTRACTING RESULTS
-----------------------------------------------------------------------------------------------------------------------------------
     8.    MBE/WBE/DVBE SUBCONTRACTOR(S)
           (ATTACH ADDITIONAL SHEETS IF NECESSARY)
           ---------------------------------------------------------------

                                                                                                       TOTAL DOLLARS:

                                                                                           ========================================
     Name:                                             |  ETHNIC/GENDER:  |     RC(S):     |      MOKA       TEXAS      TOTAL SWBT
                                                       |                  | (If available) ========================================
                                                       |                  |                |              |            |
     ---------------------------------------------------------------------|----------------|--------------|------------|-----------
             Address:_____________________________________________________|________________|______________|____________|___________
           City, State, Zip: _____________________________________________|________________|______________|____________|___________
           Telephone:_____________________________________________________|________________|______________|____________|___________
          Goods or Services:______________________________________________|________________|______________|____________|___________



                                                                                                       TOTAL DOLLARS:

                                                                                           ========================================
     Name:                                             |  ETHNIC/GENDER:  |     RC(S):     |      MOKA       TEXAS      TOTAL SWBT
                                                       |                  | (If available) ========================================
                                                       |                  |                |              |            |
     ---------------------------------------------------------------------|----------------|--------------|------------|-----------
             Address:_____________________________________________________|________________|______________|____________|___________
           City, State, Zip: _____________________________________________|________________|______________|____________|___________
           Telephone:_____________________________________________________|________________|______________|____________|___________
          Goods or Services:______________________________________________|________________|______________|____________|___________

                                                                                                       TOTAL DOLLARS:

                                                                                           ========================================
     Name:                                             |  ETHNIC/GENDER:  |     RC(S):     |      MOKA       TEXAS      TOTAL SWBT
                                                       |                  | (If available) ========================================
                                                       |                  |                |              |            |
     ---------------------------------------------------------------------|----------------|--------------|------------|-----------
             Address:_____________________________________________________|________________|______________|____________|___________
           City, State, Zip: _____________________________________________|________________|______________|____________|___________
           Telephone:_____________________________________________________|________________|______________|____________|___________
          Goods or Services:______________________________________________|________________|______________|____________|___________



===================================================================================================================================
    9.  CONTACT:  (Print or Type)
                                                                   I      HEREBY
CERTIFY THAT THE ABOVE INFORMATION IS TRUE AND CORRECT.

            Name: _________________________________________             SIGNATURE:__________________________________

           Title: _________________________________________                  DATE:__________________________________

         Address:_________________________________________

City, State, Zip:_________________________________________                    TELEPHONE # :
                                                                                            =============================

-----------------------------------------------------------------------------------------------------------------------------------
     10. THIS SUMMARY REPORT SHOULD BE MAILED TO:
                           SUPPLIER DIVERSITY PROGRAM
                                                       PRIME SUPPLIER PROGRAM MANAGER
                                                       2600 CAMINO RAMON, ROOM 1E050
                                                        SAN RAMON, CALIFORNIA 94583       FAX # (925) 867-4414

     NOTE: QUESTIONS AND/OR REQUESTS FOR ASSISTANCE MAY BE REFERRED TO THE PRIME SUPPLIER PROGRAM MANAGER AT (925) 823-7048.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Exhibit B-1 -- Page 2

<PAGE>

                           PACIFIC BELL & NEVADA BELL
                      MBE/WBE/DVBE QUARTERLY RESULTS REPORT

NOTE:    SUBCONTRACTING  & VALUE ADDED  RESELLER  RESULTS  SHOULD  REFLECT  ONLY
         MBE/WBE/DVBE  DOLLARS DIRECTLY TRACEABLE TO PACIFIC BELL OR NEVADA BELL
         PURCHASES  DURING THE REPORT  QUARTER.  IF  REPORTING  RESULTS FOR BOTH
         PACIFIC BELL AND NEVADA BELL, COMPLETE SEPARATE EXHIBIT B-2S.

  (IF REPORTING FOR SOUTHWESTERN BELL TELEPHONE COMPANY, COMPLETE EXHIBIT B-1)

(IF REPORTING FOR SOUTHERN NEW ENGLAND TELECOMMUNICATIONS, COMPLETE EXHIBIT B-3)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
     <S>                             <C>                  <C>                                   <C>            <C>           <C>
     1.  REPORTING COMPANY:         |2.  CONTRACT/       |3.  REPORT QUARTER:
                                    |     WORK ORDER     |    This report reflects the utilization of Minority Business Enterprise/
            Name:__________________ |       NUMBER:      |    Woman Business Enterprise/Disabled Veterans Enterprise
         Address:__________________ |                    |    participation for period
City,  State,  Zip:__________________  | _____________  |  _____________________
       through     Telephone:__________________     |    (If     available)    |
       _____________________________
                                    |                    |          (Please indicate dates)
-----------------------------------------------------------------------------------------------------------------------------------
                        PARTICIPATION GOAL                                              PARTICIPATION ACHIEVEMENT
-----------------------------------------------------------------------------------------------------------------------------------
     4.                                                           |5.                                       ACTUAL FOR QUARTER
                                                                  |                                      MBE        WBE        DVBE
                                                ANNUAL GOAL       |         Subcontracting Dollars   $           $          $
                                                -----------       |
                                                                  |                                  ------------------------------
     Percent of Total           MBE         WBE        DVBE       |         Value Added Reseller
     Pacific Bell Purchases           %           %          %    |         Dollars                  $           $          $
                            -----------------------------------   |                                  ------------------------------
     Nevada Bell Purchases            %           %          %    |         Total Purchase
                            -----------------------------------   |
                                                                  |         Dollars                  $
                                                                  |                                  ------------------------------
     Note:  submit results for Pacific Bell or Nevada             |
     Bell.  Use separate Exhibit B2s if reporting                 |         Percent of Total
     results from both Pacific Bell and Nevada Bell.              |         Purchases                      %          %           %
                                                                  |                                  ------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
                          VALUE ADDED RESELLER* RESULTS
-----------------------------------------------------------------------------------------------------------------------------------
         *SUPPLIER WHO PURCHASES  PRODUCTS/SERVICES  FROM AN ORIGINAL  EQUIPMENT
         MANUFACTURER   OR  OTHER  PRIME   SUPPLIER   FOR  RESALE  AND  PROVIDES
         ENHANCEMENTS  OR ADDED VALUE TO THE BASIC PRODUCT.  (ATTACH  ADDITIONAL
         SHEETS IF NECESSARY)

     6.
                                                                   |         ETHNIC/GENDER:         |        TOTAL DOLLARS:
                                                                   |                                |
            Name:__________________________________________________________________________________________________________________
         Address:__________________________________________________________________________________________________________________
 City, State, Zip:_________________________________________________________________________________________________________________
        Telephone: ________________________________________________________________________________________________________________
Goods or Services: ________________________________________________________________________________________________________________



                                                                   |         ETHNIC/GENDER:         |        TOTAL DOLLARS:
                                                                   |                                |
            Name:__________________________________________________________________________________________________________________
         Address:__________________________________________________________________________________________________________________
 City, State, Zip:_________________________________________________________________________________________________________________
        Telephone: ________________________________________________________________________________________________________________
Goods or Services: ________________________________________________________________________________________________________________
</TABLE>

                             Exhibit B-2 -- Page 1

<PAGE>

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
     <S>                                         <S>               <C>               <C>                   <C>
     7.  REPORTING COMPANY                       Name:_______________________________________________

-----------------------------------------------------------------------------------------------------------------------------------
                                              PACIFIC BELL/NEVADA BELL SUBCONTRACTING RESULTS
-----------------------------------------------------------------------------------------------------------------------------------
     8.  MBE/WBE/DVBE SUBCONTRACTOR(S)
       (ATTACH ADDITIONAL SHEETS IF NECESSARY)

                                                              |   ETHNIC/GENDER:|      ARC(S):     |     TOTAL DOLLARS:
                                                              |                 |  (If available)  |
                 Name:__________________________________________________________|__________________|___________________
              Address:__________________________________________________________|__________________|___________________
     City, State, Zip:__________________________________________________________|__________________|___________________
            Telephone:__________________________________________________________|__________________|___________________
    Goods or Services:  ________________________________________________________\__________________|___________________


                                                              |   ETHNIC/GENDER:|      ARC(S):     |     TOTAL DOLLARS:
                                                              |                 |  (If available)  |
                 Name:__________________________________________________________|__________________|___________________
              Address:__________________________________________________________|__________________|___________________
     City, State, Zip:__________________________________________________________|__________________|___________________
            Telephone:__________________________________________________________|__________________|___________________
    Goods or Services:  ________________________________________________________\__________________|___________________

                                                              |   ETHNIC/GENDER:|      ARC(S):     |     TOTAL DOLLARS:
                                                              |                 |  (If available)  |
                 Name:__________________________________________________________|__________________|___________________
              Address:__________________________________________________________|__________________|___________________
     City, State, Zip:__________________________________________________________|__________________|___________________
            Telephone:__________________________________________________________|__________________|___________________
    Goods or Services:  ________________________________________________________\__________________|___________________



    9.  CONTACT:  (Print or Type)
                                                                   I      HEREBY
CERTIFY THAT THE ABOVE INFORMATION IS TRUE AND CORRECT.

             Name:___________________________________              SIGNATURE:_____________________________________

             Title:__________________________________              DATE: _________________________________________

          Address:__________________________________

  City, State, Zip:__________________________________                    TELEPHONE # :
                                                                                      ==========================

-----------------------------------------------------------------------------------------------------------------------------------
     10. THIS SUMMARY REPORT SHOULD BE MAILED TO:

                                             SUPPLIER DIVERSITY PROGRAM
                                             PRIME SUPPLIER PROGRAM MANAGER
                                             2600 CAMINO RAMON, ROOM 1E050
                                             SAN RAMON, CALIFORNIA 94583       FAX # (925) 867-4414


          NOTE: QUESTIONS AND/OR REQUESTS FOR ASSISTANCE MAY BE REFERRED TO THE PRIME SUPPLIER PROGRAM MANAGER AT (925) 823-7048.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Exhibit B-2 -- Page 2

<PAGE>

                                  Exhibit B-3
                    SOUTHERN NEW ENGLAND TELECOMMUNICATIONS
                      MBE/WBE/DVBE QUARTERLY RESULTS REPORT

NOTE:    SUBCONTRACTING  & VALUE ADDED  RESELLER  RESULTS  SHOULD  REFLECT  ONLY
         MBE/WBE/DVBE  DOLLARS DIRECTLY TRACEABLE TO SOUTHERN NEW ENGLAND
         TELECOMMUNICATIONS PURCHASES  DURING THE REPORT  QUARTER.

     IF REPORTING RESULTS FOR Southwestern Bell Telephone Company, complete
                                  Exhibit B-1)
  (IF REPORTING FOR both Pacific Bell and/or Nevada Bell,  complete Exhibit B-2)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
     <S>                             <C>                  <C>                                      <C>           <C>       <C>
     1.  REPORTING COMPANY:         |2.  CONTRACT/       |3.  REPORT QUARTER:
                                    |     WORK ORDER     |    This report reflects the utilization of Minority Business Enterprise/
            Name:__________________ |       NUMBER:      |    Woman Business Enterprise/Disabled Veterans Enterprise
         Address:__________________ |                    |    participation for period
City,  State,  Zip:__________________  | _____________  |  _____________________
       through     Telephone:__________________     |    (If     available)    |
       _____________________________
                                    |                    |          (Please indicate dates)
-----------------------------------------------------------------------------------------------------------------------------------
                        PARTICIPATION GOAL                                              PARTICIPATION ACHIEVEMENT
-----------------------------------------------------------------------------------------------------------------------------------
     4.                                                           |5.                                       ACTUAL FOR QUARTER
                                                                  |                                      MBE        WBE        DVBE
                                                ANNUAL GOAL       |         Subcontracting Dollars   $           $          $
                                                -----------       |
                                                                  |                                  ------------------------------
     Percent of Total           MBE         WBE        DVBE       |         Value Added Reseller
     SNET Purchases                   %           %          %    |         Dollars                  $           $          $
                            -----------------------------------   |                                  ------------------------------
     Nevada Bell Purchases            %           %          %    |         Total Purchase
                            -----------------------------------   |
                                                                  |         Dollars                  $
                                                                  |                                  ------------------------------
                                                                  |
                                                                  |         Percent of Total
                                                                  |         Purchases                      %          %           %
                                                                  |                                  ------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
                          VALUE ADDED RESELLER* RESULTS
-----------------------------------------------------------------------------------------------------------------------------------
         *SUPPLIER WHO PURCHASES  PRODUCTS/SERVICES  FROM AN ORIGINAL  EQUIPMENT
         MANUFACTURER   OR  OTHER  PRIME   SUPPLIER   FOR  RESALE  AND  PROVIDES
         ENHANCEMENTS  OR ADDED VALUE TO THE BASIC PRODUCT.  (ATTACH  ADDITIONAL
         SHEETS IF NECESSARY)

     6.
                                                                   |         ETHNIC/GENDER:         |        TOTAL DOLLARS:
                                                                   |                                |
            Name:__________________________________________________________________________________________________________________
         Address:__________________________________________________________________________________________________________________
 City, State, Zip:_________________________________________________________________________________________________________________
        Telephone: ________________________________________________________________________________________________________________
Goods or Services: ________________________________________________________________________________________________________________



                                                                   |         ETHNIC/GENDER:         |        TOTAL DOLLARS:
                                                                   |                                |
            Name:__________________________________________________________________________________________________________________
         Address:__________________________________________________________________________________________________________________
 City, State, Zip:_________________________________________________________________________________________________________________
        Telephone: ________________________________________________________________________________________________________________
Goods or Services: ________________________________________________________________________________________________________________
</TABLE>

                             Exhibit B-3 -- Page 1



<PAGE>

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
     <S>                                         <S>               <C>               <C>                   <C>
     7.  REPORTING COMPANY                       Name:_______________________________________________

-----------------------------------------------------------------------------------------------------------------------------------
                                           SOUTHERN NEW ENGLAND TELECOMMUNICATIONS SUBCONTRACTING RESULTS
-----------------------------------------------------------------------------------------------------------------------------------
     8.  MBE/WBE/DVBE SUBCONTRACTOR(S)
       (ATTACH ADDITIONAL SHEETS IF NECESSARY)

                                                              |   ETHNIC/GENDER:|      ARC(S):     |     TOTAL DOLLARS:
                                                              |                 |  (If available)  |
                 Name:__________________________________________________________|__________________|___________________
              Address:__________________________________________________________|__________________|___________________
     City, State, Zip:__________________________________________________________|__________________|___________________
            Telephone:__________________________________________________________|__________________|___________________
    Goods or Services:  ________________________________________________________\__________________|___________________


                                                              |   ETHNIC/GENDER:|      ARC(S):     |     TOTAL DOLLARS:
                                                              |                 |  (If available)  |
                 Name:__________________________________________________________|__________________|___________________
              Address:__________________________________________________________|__________________|___________________
     City, State, Zip:__________________________________________________________|__________________|___________________
            Telephone:__________________________________________________________|__________________|___________________
    Goods or Services:  ________________________________________________________\__________________|___________________

                                                              |   ETHNIC/GENDER:|      ARC(S):     |     TOTAL DOLLARS:
                                                              |                 |  (If available)  |
                 Name:__________________________________________________________|__________________|___________________
              Address:__________________________________________________________|__________________|___________________
     City, State, Zip:__________________________________________________________|__________________|___________________
            Telephone:__________________________________________________________|__________________|___________________
    Goods or Services:  ________________________________________________________\__________________|___________________



    9.  CONTACT:  (Print or Type)
                                                                   I      HEREBY
CERTIFY THAT THE ABOVE INFORMATION IS TRUE AND CORRECT.

             Name:___________________________________              SIGNATURE:_____________________________________

             Title:__________________________________              DATE: _________________________________________

          Address:__________________________________

  City, State, Zip:__________________________________                    TELEPHONE # :
                                                                                      ==========================

-----------------------------------------------------------------------------------------------------------------------------------
     10. THIS SUMMARY REPORT SHOULD BE MAILED TO:

                                             SUPPLIER DIVERSITY PROGRAM
                                             PRIME SUPPLIER PROGRAM MANAGER
                                             2600 CAMINO RAMON, ROOM 1E050
                                             SAN RAMON, CALIFORNIA 94583       FAX # (925) 867-4414


          NOTE: QUESTIONS AND/OR REQUESTS FOR ASSISTANCE MAY BE REFERRED TO THE PRIME SUPPLIER PROGRAM MANAGER AT (925) 823-7048.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Exhibit B-3 -- Page 2

<PAGE>

                            Agreement Number 99006677


                                    Exhibit C
                        Electronic Data Interchange (EDI)

          1.       DEFINITIONS

"Data"                     _____________________    Orders,     acknowledgments,
                           invoices,  payments  and  other  data  electronically
                           transmitted   by   either   party  to  the  other  as
                           authorized  hereunder,  including  but not limited to
                           the  transaction  sets described  herein.  Each party
                           shall transmit Data in complete format.

          2.       SCOPE

         a. This  Exhibit  shall  apply to Data  electronically  transmitted  by
either party to the other.

         b.  The  parties  agree  that:   (i)  hard  copies  of  Data  or  other
non-electronically transmitted Data may be used during testing periods or in the
event of a power or  equipment  failure,  and (ii) Data  mechanically  stored by
either party in the course of business shall constitute acceptable documentation
of the contents of the Data electronically transmitted by the originating party.

          3.       GARBLED TRANSMISSIONS

If any Data is  received in an  unintelligible,  electronically  unreadable,  or
garbled form, the receiving party shall promptly  notify the  originating  party
(if identifiable from the received Data) in a reasonable  manner. In the absence
of such  notice,  the  originating  party's  record of the contents of such Data
shall control.

          4.       METHOD OF EXCHANGE

         a.  Exchange  of Data will be made by  direct  electronic  or  computer
systems communication  between Buyer and Supplier or by indirect  communications
using a Value-Added  Network  ("VAN") to translate,  forward or store such Data.
The  parties  agree to execute  the  exchange  of Data in a mutually  acceptable
media.

         b. Either  party may choose to contract  with one or more VANs to carry
and/or translate  and/or transmit Data between the parties hereto,  provided the
VAN selected  conforms to the standards set forth in this Exhibit.  Either party
may  modify  its  election  to use,  not use or change a VAN used to  translate,
forward or store Data covered by this Exhibit upon 30 days prior written  notice
to the other party.

                               Exhibit C - Page 1


<PAGE>

         c. Each party shall be responsible  for the costs of any VAN with which
it contracts, unless prior written agreement is received by the other party..

          5.       PROPER RECEIPT

         a. Data shall not be deemed to have been properly received, and no Data
shall give rise to any obligation  hereunder,  until accessible to the receiving
party at such party's  receipt  computer either directly or through such party's
designated  VAN. Each party's  receipt  computer may be changed upon  reasonable
written notice.

         b. Upon proper receipt of any Data, the receiving  party shall transmit
a functional acknowledgment to the sending party in the form and within the time
agreed upon by both parties.  Such functional  acknowledgment  shall  constitute
conclusive evidence that Data has been properly received.

         c. If  acceptance  of Data is  required,  any such Data  which has been
properly  received  shall not give rise to any  obligation  unless and until the
party  initially  transmitting  such  Data has  properly  received  in return an
acceptance document.

          6.       SIGNATURES

Each party will  incorporate  into each EDI  transmission it sends an electronic
identification  consisting  of  symbol(s) or code(s)  ("Signature").  Each party
agrees that any predetermined  Signature of such party included in or affixed to
any EDI  transmission  shall be  sufficient  to verify  such  party  originated,
"signed"  and  "executed"  such  transmission.  No party  shall  disclose to any
unauthorized person the Signatures of the parties hereto.

          7.       STATUTE OF FRAUDS

         a. The  parties  hereto  expressly  agree  that  all  Data  transmitted
pursuant to this  Exhibit  shall be deemed to be a "writing" or "in writing" for
purposes  of the  applicable  Uniform  Commercial  Code  (UCC).  Any  such  Data
containing or having affixed to it a Signature shall be deemed for all purposes:
(i) to have been  "signed" and  "executed"  and (ii) to constitute an "original"
when printed from electronic files or records  established and maintained in the
normal course of business.

         b. The parties  further agree that: (i) the provisions of the UCC 2-201
(Statute of Frauds) shall not apply to these electronic transactions, (ii) these
electronic  transactions  shall be  deemed  to  satisfy  the  legal  formalities
regarding  that the  agreements  be in writing,  and (iii)  computer  maintained
records when produced in hard copy form shall constitute  business records,  and
shall be admissible as evidence to the same extent as other generally recognized
business records.

                               Exhibit C - Page 2


<PAGE>

          8.       SYSTEM OPERATION - SOFTWARE

         a. Each party  shall,  at its own  expense,  provide and  maintain  the
equipment,  software systems,  services and testing necessary to effectively and
reliably transmit and receive Data.

         b. The type and  version of  software  each party  will  implement  and
maintain on their respective receipt computer to transmit and receive Data shall
be set forth by mutual agreement. Either party may elect to update said software
with a more current version,  as may be deemed necessary from time to time, upon
30 day prior written notice to the other party.

          9.       SYSTEM SECURITY - CONFIDENTIALITY

         a. Each party,  at its own expense,  shall  implement  and use security
procedures which are reasonably sufficient to ensure that all Data is authorized
and to protect  records and Data from improper or unauthorized  access.  Neither
party shall  disclose to third  parties the  identity,  nature or content of any
such security devices without the express written consent of the other party.

         b.  Information   contained  in  any  Data  transmission  or  otherwise
exchanged between the parties shall be considered confidential.

         c. Each  party  shall  ensure  that each  agreement  entered  into with
selected VANs includes  provisions to protect all records and Data from improper
or  unauthorized  access,  and designate all  transmissions  through said VAN as
confidential in nature.

          10.      TRANSACTIONS - STANDARDS

The  parties  agree  to  electronically  exchange  Data  to the  maximum  extent
practical.  Parties  agree to  transmit  said  Data  using  the form and  method
outlined in applicable  EDI industry  standard  publications  or using  mutually
acceptable alternatives.


                               Exhibit C - Page 3

<PAGE>

                                                       Agreement Number 99006677


                                    Exhibit D
                                 Sample Schedule

          1.       Effective Date

This Schedule is effective upon signature by both parties.  The Products  and/or
Services  being provided to Buyer by Seller under this Schedule will start on or
about: __________________, and end on or about:   _____________________.

          2.       Description of Products and/or Services



          3.       Deliverables and Associated Materials and Services to be
                   Provided by  Seller

Seller, or their approved subcontractor, will:



          4.       Materials and Services to be Provided by Buyer

Buyer will:



          5.       Schedule of Rates and Charges

For Products,  Exhibit E "Pricing  Agreement" as may be modified by the parties,
applies.

                               Exhibit D - Page 1


<PAGE>
          6.       Location of Services




          7.       Approved Subcontractors, if any




          8.       Account Manager


This  does  not  supersede  the  Notices  provision  in the  Agreement,  but for
day-to-day operational matters contact:


                                       Supplier                      Buyer

Name:

Telephone Number:

Pager Number:
------------------------------------------------------------------------------

          9.       Special Terms or Conditions


The following special terms and conditions apply to this Schedule:



                               Exhibit D - Page 2


<PAGE>
          10.      Acceptance

         IN WITNESS  WHEREOF,  the  parties  have  caused  this  Schedule  to be
executed by their respective duly authorized representatives.


Supplier, Inc.


Signature:                 ___________________________________


Printed Name:              ___________________________________


Title:                     ___________________________________


Date:                      ___________________________________





SBC Operations, Inc.


Signature:                 ___________________________________


Printed Name:              ___________________________________


Title:                     ___________________________________


Date:                      ___________________________________


                               Exhibit D - Page 3


<PAGE>

                                                       Agreement Number 99006677

                                    Exhibit E
                                Pricing Agreement

          1.       Effective Date

The effective date of this Pricing Agreement is:
                   upon signature by both parties
                   -------------------------------

     2.       Product Price - N/A

     3.       Fulfillment Price
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Description                                                                                     Fulfillment Price
                                                                                                      Each
------------------------------------------------------------------------------------------- ----------------------
<S>                                                                                                   <C>
Fulfillment of Caller ID adjunct units for Pacific Bell customers                                     * * *
------------------------------------------------------------------------------------------- ----------------------
Fulfillment of Caller ID telephone units for Pacific Bell customers                                   * * *
------------------------------------------------------------------------------------------- ----------------------
Shipping for Caller ID adjunct and telephone units for Pacific Bell customers                         * * *
------------------------------------------------------------------------------------------- ----------------------
Inventory  carrying  fee for Caller ID adjunct and  telephone  units for Pacific
Bell  customers -  applicable  only to product  inventory  that is  purchased by
Innotrac at the request of Pacific Bell
and Innotrac assumes product return risk                                                               * * *
------------------------------------------------------------------------------------------- -----------------------
Shipping & handling for Caller ID adjunct units for Southwestern Bell customers                        * * *
------------------------------------------------------------------------------------------- -----------------------
Shipping & handling for Caller ID telephone units for Southwestern Bell customers                      * * *
------------------------------------------------------------------------------------------- -----------------------
</TABLE>


                              Exhibit E -- Page 1


<PAGE>
          4.       SPECIAL TERMS OR CONDITIONS.

The following special terms and conditions apply to this Pricing Agreement:

1.   Southwestern  Bell is conducting a trial whereby the Buyer's Remorse period
     has been  increased  to sixty  (60) days.  Buyer  agrees  that  prospective
     customers will, during the initial sales contact, only be advised regarding
     their rights to return  Product(s) they purchase within thirty (30) days of
     receipt of the  Product(s)  and the second thirty (30) day buyer's  remorse
     period  will be  treated as  "silent."  Negotiations  concerning  the trial
     including timeframe and pricing are on-going.

2.   Pacific  Bell will be  conducting  a trial  whereby  their  customers  will
     receive a pre-paid  Product return label with their  Product.  Negotiations
     concerning the trial including timeframe and pricing are on-going.

3.   Implementation  of Article D, section D-5b is pending further  negotiation.
     Until  such time as the  parties  agree,  the  requirements  for  sending a
     pre-paid  return  label  for  warranty  repair or  replacement  are held in
     abeyance.

          5.       PREVIOUS PRICING AGREEMENTS


This Pricing  Agreement  cancels and supercedes all previously  executed Pricing
Agreements between the parties.


                             Signature Page follows


                               Exhibit E - Page 2



<PAGE>
          6.       Acceptance


         IN WITNESS WHEREOF,  the parties have caused this Pricing  Agreement to
be executed by their respective duly authorized representatives.


Innotrac Corporation


Signature:                 ______________________________________________

Printed Name:              Scott Dorfman

Title:                     President

Date:                      ______________________________________________


SBC Operations, Inc.


Signature:                 * * *

Printed Name:              * * *

Title:                     * * *

Date:                      ______________________________________________


                              Exhibit E -- Page 3
<PAGE>

                                   Exhibit F


                                Worker Agreement

1. This Agreement is between SBC and the individual  named below  ("Worker") who
will provide  services for the benefit of SBC under the terms and  conditions of
the agreement named below between SBC and Worker's  employer  ("Supplier") as an
employee or independent  contractor of Supplier.  This Agreement covers Worker's
services to be provided for the benefit of SBC.

2. Worker  acknowledges  and agrees that  Worker's  opportunity  to work for the
benefit of SBC and  receive  payment  for the same are  contingent  on  Worker's
acceptance and compliance with the provisions of this Agreement.

3. Worker  understands  that during the course of Worker's work with SBC, Worker
may have access to  "Information"  that belongs to SBC, its customers,  or other
parties and may be subject to laws regarding secrecy of communications  and that
unauthorized disclosure of such Information may be harmful or prejudicial to the
interest of SBC. Such "Information" may be in written, graphic or other tangible
form.  The term  "Information"  includes,  but is not limited to: all proposals,
research,  records, reports,  recommendations,  manuals, findings,  evaluations,
forms, reviews, information, or other material or data originated or prepared by
Supplier in the  performance  under the  agreement  named below  between SBC and
Supplier.  Additionally,  the term "Information"  includes customer  information
that  includes,  but is not limited to:  customer name,  address,  phone number,
information concerning a customer's calling patterns, unlisted customer numbers,
aggregate customer data with individual  identifying  information  deleted,  and
"customer  proprietary network information" which includes information available
to SBC by virtue of the SBC's  relationship with it's customers as a provider of
telecommunications   service   and  may   include:   the   quantity,   technical
configuration,  location, type, destination, amount of use of telecommunications
service subscribed to, and information contained on the telephone bills of SBC's
customers  pertaining to telephone  exchange  service or telephone  toll service
received by a customer of SBC. Worker acknowledges and agrees:

     a. That all such  Information  remains  the  exclusive  property of SBC and
Worker agrees to return all copies of such Information to SBC at SBC's request;

     b. That unless such  Information was previously known to Worker free of any
obligation to keep it confidential,  or has been or is subsequently  made public
by SBC or a third party, it shall be kept confidential by Worker,  shall be used
only in performing under the agreement named below between SBC and Supplier, and
may not be used for other  purposes  except  such  terms as may be  agreed  upon
between SBC and Supplier in writing;

                               Exhibit F - Page 1


<PAGE>

     c.  Not  to  disclose,  copy,  publish,  or in any  way  use,  directly  or
indirectly,  such  Information for Worker's  purposes or the purposes of others,
unless such  disclosure or use is required for the  performance  of services for
SBC  under  this  Agreement  or  unless  such  disclosure  or use  is  expressly
authorized in writing by SBC;

     d.  To keep  such  Information  in a  secure  environment  to  prevent  the
inadvertent disclosure of such Information to others; and

     e. Upon the  cancellation  or  termination  of this  Agreement  to promptly
deliver to Supplier all  Information  furnished to Worker in connection with the
performance of Services under this Agreement.

4. Worker  understands  that during the course of Worker's  engagement with SBC,
Worker may have contact with SBC's customer(s). Worker acknowledges and agrees:

     a. That  contact  by Worker of SBC's  customer(s)  shall be solely  for the
purpose of performing under the agreement named below between SBC and Supplier;

     b. That prior to Worker  initiating  contact (outbound calling only) in any
form with  SBC's  customer(s)  pursuant  to this  Agreement,  Worker  must be in
receipt of a script, creative media or recital, as applicable,  approved by SBC,
that  details  specifically  what will be  communicated  during the contact with
SBC's customer(s);

     c. That during  contact  (outbound  calling  only) with SBC's  customer(s),
Worker will not change or otherwise  deviate from the approved script,  creative
media or recital without the prior written approval of SBC; and


     d. Not to use any "customer  proprietary network information" as defined in
paragraph 3 of this  Agreement  to market or otherwise  sell  equipment to SBC's
customers.  This equipment  includes,  but is not limited to, various  telephone
sets and adjunct devices.

     5. Worker agrees to not engage in any fraudulent practices,  including, but
not limited to, cramming or slamming.

     a. cramming  occurs when charges for products or services a customer hasn't
ordered or may not have ever received appear on their bill.

     b.  slamming is the  unauthorized  and illegal  changing of a consumer's or
business'  telecommunications  service  provider without his or her knowledge or
permission. It can affect local and long-distance service provider choices.

                              Exhibit F -- Page 2


<PAGE>
6. This Agreement  shall be effective as of the date executed  below,  and shall
remain  in  effect  notwithstanding  Worker's  termination  of  employment  with
Supplier or termination of Worker's engagement with SBC.

7. The  interpretation  of this  Agreement  shall be governed by the laws of the
State of Missouri.

8. In the event that a court of competent jurisdiction rules that any portion of
this Agreement is invalid or  unenforceable,  then the remaining  portions shall
remain in full force and effect.



Worker:  ___________________________________  Date:  ___________
                       Signature

         -----------------------------------
                       Print Name

Name of Supplier:  Innotrac Corporation
                 --------------------------------
Number of agreement between SBC and Supplier:

99006677
------------------

Effective Date of such agreement:  _____________________


                              Exhibit F -- Page 3