<PAGE>

                                                                   EXHIBIT 10.12

**INDICATES INFORMATION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
ASTERISKS APPEAR ON PAGE 4 OF THIS EXHIBIT.

SERVICE ORDER                                                           CORSERV
--------------------------------------------------------------------------------

This Service Order ("Order") is subject to the terms and conditions agreed
between ebaseOne and Client in the Application Services Provision Agreement, and
all Amendments, Exhibits, and related Service Orders between Client and ebaseOne
(collectively "ASPA").  This Order constitutes an amendment to the ASPA under
which ebaseOne will provide Services to Client in exchange for the consideration
detailed below.  All capitalized definitions retain the meaning ascribed to them
in the ASPA, unless specifically set forth in this Order.  This Order is
effective from the last date accompanying the signatures below.  The date on
which Services are first available to Client ("Service Start Date") serves as
the date all Terms are calculated from.

1.0   DESCRIPTION OF SERVICES
--------------------------------------------------------------------------------
ebaseOne will provide the following specific services to Client:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
TITLE                                                             DESCRIPTION
-------------------------------------------------------------------------------------------------------------------
<S>                         <C>
Connectivity                Non dedicated internet connectivity 512kbs, Citrix, Firewall
-------------------------------------------------------------------------------------------------------------------
Hosting                     1 HP NT server w/512MB RAM, 18GB RAID-1 storage
-------------------------------------------------------------------------------------------------------------------
Support                     OneCare
-------------------------------------------------------------------------------------------------------------------
SLAOne                      Service commitments without credits
-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
</TABLE>

2.0   TERM
--------------------------------------------------------------------------------
This Order shall remain in effect for two (2) years from the Service Start Date
("Order Initial Term") and, unless terminated in accordance with the ASPA, shall
automatically be renewed thereafter on each anniversary of the Service Start
Date for subsequent periods of one (1) year ("Order Renewal Term") (unless
specifically designated, the "Order Initial Term" and the "Order Renewal
Term(s)" are collectively referred to as the "Order Term"). No later than ninety
(90) days prior to the expiration of any Order Term, either party shall give
written notice to the other if it will not renew the Order. After provision of
such notice, the Services will discontinue and this Order will be complete
effective on the expiration of the current Term.

3.0  METHODS
--------------------------------------------------------------------------------
ebaseOne will use industry standard practices to provide the Services.  While
Client will determine the Services, and the level at which the Services are
provided, all decisions on how to provide the Services are at the sole
discretion of ebaseOne.

4.0  SERVICE HOURS
--------------------------------------------------------------------------------
There are two types of Service Hours defined for this Order, Application
Availability Hours, and Support Hours.  Application Availability Hours define
the time of day during which ebaseOne makes the Services available to

                                       1
<PAGE>

Client. Support Hours define the time during which telephone support is
available from ebaseOne to Client points of contact.

Service Hours generally available from ebaseOne for the Services defined above
are:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                  ONECARE(TM) *                  ONECARE PLUS(TM) *             ONECARE PLATINUM(TM) *
------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                               <C>                          <C>
Availability Hours                   7am - 7 pm                        7am - 7pm                      24 hrs/day
                                  365 days/year                      7 days/week                     7 days/week
------------------------------------------------------------------------------------------------------------------------
Support Hours                         7am - 7pm                        7am - 7pm                      24 hrs/day
                          Monday through Friday                      7 days/week                     7 days/week
                    Excluding ebaseOne observed
                                       Holidays
------------------------------------------------------------------------------------------------------------------------
</TABLE>
*All planned Downtime under the OneCare(TM) and OneCare Plus(TM) plans is
scheduled outside of the daily Application Availability Service Hours. Planned
Downtime under the OneCare Platinum plans is scheduled sometime during the
Application Availability Service Hours in such a way as to minimize the impact
on Client operations.

Service Hours defined for this Order are:  ONECARE(TM)

Client may, upon provision of sixty (60) days notice to ebaseOne, increase the
Service Hours to a higher level.  The price for support will be increased to the
higher level effective from the first day of the new Service Hours.


5.0  SERVICE LEVELS
--------------------------------------------------------------------------------
ebaseOne commits to maintaining Service Levels in two primary areas:
Availability and Performance.  Each primary area is measured using standard
ebaseOne metrics in place at the time of measurement.   A variety of factors,
including Client's Application, access method, redundancy, and maintenance of
the CA-C all impact ebaseOne's Service Level commitments.

ebaseOne will apply ebaseOne standard metrics to the Services, and set
acceptable Availability and Performance levels of Service.  The Service Levels
established will be the standard by which Availability and Performance are
measured.  Any substantial change in the CA-C or CA-E may cause the baseline
measurements to become unreliable.  Such changes include, without limitation,
operating system revisions in the CA-C or CA-E, installation of applications in
the CA-C unrelated to the Services, addition of more computers to the CA-C, or
Application revisions.  Upon such change, and at the written request of ebaseOne
or Client, ebaseOne will create a new Service Level baseline ("re-baseline") for
the revised environment within a mutually agreed timeframe.  Upon completion of
re-baselining, the new baseline will replace the previous baseline for further
measurements.


6.0  UPGRADE FREQUENCY
--------------------------------------------------------------------------------
An Upgrade is defined as a modification or replacement of Software, Hardware or
Networks designed to add functionality, increase performance, and/or resolve
problems.  ebaseOne and Client agree to Upgrade the Services as necessary to
provide a stable, effective, economical environment. If ebaseOne makes the
determination to implement the Upgrade, ebaseOne will work with Client to
install the Upgrade in a reasonable, timely fashion.  Client agrees to be guided
by ebaseOne's determination as regards Upgrades, and provide all cooperation
reasonably necessary to install the Upgrade.

7.0  RESPONSIBILITIES
--------------------------------------------------------------------------------
7.1  EBASEONE
1.  ebaseOne will make best efforts to provide the Services in a professional
    and workmanlike fashion.
2.  ebaseOne will notify Client's Manager of planned Downtime within the CA-E no
    less than 48 hours in advance.

7.2  CLIENT

                                       2
<PAGE>

1.  Client will manage and maintain all Hardware, Software, Networks and other
    services within the CA-C necessary for the provision of Services by
    ebaseOne.
2.  Client will establish policies for End User training, Trouble reporting,
    Internet access, and other areas as necessary to ensure appropriate use of
    the Services.
3.  Client will work in good faith with ebaseOne to provide information and
    assistance as necessary to maintain the Services and resolve Trouble.
4.  Client will maintain on-site staff to provide computer, network or server
    support and management within the CA-C.
5.  Client will maintain security of systems and networks within the CA-C in
    accordance with standard industry practice.
6.  Client will make workspace, telephone, data, and environmental resources
    available to the staff and sub-contractors of ebaseOne as reasonably
    necessary for those individuals to perform work while on the Client's site.

7.  Client will provide any required help desk services directly to End-Users
    regarding usage of the Applications and/or Services.

7.3  SHARED
1.  Both Parties agree to appoint qualified staff to the position of Manager as
    necessary to meet their obligations under this Order.
2.  Both Parties accept that failures by other parties outside both the CA-C and
    CA-E may result in Trouble beyond the control of either Party.

8.0  CONTROL AREAS
--------------------------------------------------------------------------------
8.1  For the purpose of this Service Order, the Control Area for ebaseOne
     ("CA-E") is defined as:
     The ebaseOne Enterprise Application Center (EAC).

8.2  For the purpose of this Service Order, the Control Area for The Client
     ("CA-C") is defined as:
     The Client's site, computers and local network, and the site computers and
     the local computers of the client's customers.

9.0  INCENTIVES/REMEDIES
--------------------------------------------------------------------------------

9.1  SLAONE

"Availability Trouble" is defined as any instance where the Services are NOT
available for 15 consecutive minutes or more due to Trouble arising within the
CA-E.  Problems of any duration will not have Remedy Credits.  ebaseOne will,
however, make best efforts to resolve the problem.

9.2  SLAONE PLUS

"Availability Trouble" is defined as any instance where the Services are NOT
available for 15 consecutive minutes or more due to Trouble arising within the
CA-E.  A Problem of 15 to 60 consecutive minutes in duration will have a ONE
HOUR Remedy Credit per affected End User.  A Problem with a duration greater
than 60 consecutive minutes will have a ONE DAY Remedy Credit per affected End
User.

A Client can receive a maximum of FIVE (5) Days of Remedy Credits per affected
End User in any single Billing Period.

9.3  SLAONE PLATINUM

"Availability Trouble" is defined as any instance where the Services are NOT
available for 5 consecutive minutes or more due to Trouble arising within the
CA-E.  A Problem of 5 to 60 consecutive minutes in duration will have a ONE HOUR
Remedy Credit per affected End User.  A Problem with a duration greater than 60
consecutive minutes will have a ONE DAY Remedy Credit per affected End User.
OneSafe redundancy and a redundant connection to the EAC is required to
implement the SLAOne Platinum option.

A Client can receive a maximum of FIVE (5) Days of Remedy Credits per affected
End User in any single Billing Period.

                                       3
<PAGE>

9.4  SOLE AND EXCLUSIVE REMEDY
THE ABOVE STATED REMEDIES ARE THE SOLE AND EXCLUSIVE REMEDY TO CLIENT FOR ANY
FAILURE BY EBASEONE TO PROVIDE SERVICES AS AGREED IN THE ASPA.

10.0      Cost
-------------------------------------------------------------------------------
Client agrees to pay ebaseOne the following amounts in accordance with the ASPA.

10.1      MONTHLY COSTS         $** FOR 5 USERS MAXIMUM, $** PER ADDITIONAL USER

10.2      ANNUAL COSTS          **

10.3      FIXED/PROJECT COSTS   N/A

10.4  COST INCREASES
On the anniversary of any Term (based on the Service Start Date), ebaseOne may
increase the Monthly Costs.  Such increase will be subject to the following
terms:
(a)  ebaseOne will provide Client with sixty (60) days advance notice of such
     increase; and,
(b)  the increase will not exceed **% of the rate currently paid by Client; and,
(c)  the increased cost will not exceed then current ebaseOne List Prices (if
     applicable) for the Services.

11.0  EXECUTION
-------------------------------------------------------------------------------
By signatures below, the individuals represent and warrant that they are an
officer authorized to bind the stated principle in the amount(s) indicated
above.

<TABLE>
<CAPTION>
EBASEONE CORPORATION ("EBASEONE")                   PAPERCHASER.COM, INC. ("CLIENT")
<S>                                                 <C>

By: //s// John Czapko                               By: //s// Lee Solomon
--------------------------------------------       ---------------------------------
(Signature)                                         (Signature)

John Czapko                                         Lee Solomon
--------------------------------------------       ---------------------------------
Name (Type or Print)                                Name (Type or Print)

Vice President, Commercial Hosting Services         President/CEO
--------------------------------------------       ---------------------------------
Title                                               Title

1/14/00                                                              1/13/00
--------------------------------------------       ---------------------------------
Date                                               Date
</TABLE>

                                       4
<PAGE>

APPLICATION SERVICE PROVISION AGREEMENT

This Application Service Provision Agreement ("ASPA") is made by and between
ebaseOne Corporation (hereinafter referred to as "ebaseOne"), a Delaware
corporation, and Paperchaser.com, Inc. (hereinafter referred to as "Customer"),
a Texas corporation.

ebaseOne provides Services generally referred to as Application Service
Provisions, which includes network access, remote system management, data center
management, application support, training and other consulting services
(collectively "Services").  Customer wishes to make use of the Services provided
by ebaseOne; and ebaseOne and Customer agree that ebaseOne shall provide
Services as detailed in mutually agreed Service Orders.  By signatures below,
ebaseOne and Customer agree that this ASPA, including all Service Orders, shall
govern the provision of Services by ebaseOne to Customer.  The Effective Date of
this ASPA is the date of Customer's signature in "Execution" below.

1.0  GENERAL PROVISIONS

1.1  DEFINITIONS

Application Software/1/       Any Data entry, update, query, monitoring or
("Application")               report Software that processes Data for the user.
                              It includes generic productivity Software
                              (spreadsheets, word processors, database programs,
                              etc.) as well as custom and packaged programs for
                              sales force automation, production control,
                              purchasing, payroll, billing, inventory and other
                              purposes.
 -----------------------------------------------------------------------------
Control Area - Customer       Operations, staff, processes, Hardware, Software
("CA-C")                      and services of Customer and any third-party
                              contractors, partners or agents of Customer
                              utilized in performance of Customer
                              responsibilities under this ASPA.
 -----------------------------------------------------------------------------
Data/1/                       Raw facts and figures, such as orders and
                              payments, which are processed into `information',
                              such as balance due and quantity on hand. For
                              purposes of this ASPA, the term Data includes
                              `information'.
------------------------------------------------------------------------------
Control Area - ebaseOne       Operations, staff, processes, Hardware, Software
("CA-E")                      and services of ebaseOne and agents of ebaseOne
                              utilized in performance of ebaseOne
                              responsibilities under this ASPA.
------------------------------------------------------------------------------
Hardware/1/                   Machinery and equipment (CPU, storage, modems,
                              routers, switches cables, etc.) comprising a
                              computer system.
------------------------------------------------------------------------------
Independent Software Vendor   See Publisher (also ISV)
------------------------------------------------------------------------------
Network/1/                    An arrangement of interconnected Hardware and
                              Software, including the transmission channels
                              interconnecting all Hardware as well as all
                              supporting Hardware and Software.
------------------------------------------------------------------------------
Publisher                     An individual or entity owning the source code
                              of Software, and/or with the right to license
                              object code Software to others. Publishers are the
                              licensors of Software, often with extensive
                              control over its use, dissemination and
                              modification. (Also called ISV)
------------------------------------------------------------------------------
Service Order (SO)            A document which obligates Customer and ebaseOne
                              to performance of defined Services for a specific
                              term, at a certain service level and price.
------------------------------------------------------------------------------
Services                      Any operations, consulting, training, access,
                              hosting or development conducted by ebaseOne for
                              Customer. Services are broadly defined in an
                              applicable Service Order, and are conducted in
                              accordance with ebaseOne standard procedures,
                              industry knowledge, and best practices.
<PAGE>

 ------------------------------------------------------------------------------
Software/1/                   Used or associated with and usually contrasted
                              with computer Hardware. A set of programs,
                              procedures, and related documentation associated
                              with a system and especially a computer system;
                              specifically computer programs. Includes
                              Applications and System Software.
------------------------------------------------------------------------------
Systems Software              Software that monitors, controls, maintains or
                              repairs a computer system or Network.
                              Distinguished from Application Software in that
                              Systems Software indirectly supports the user by
                              providing Data backup, performance monitoring,
                              security protection, and other functions normally
                              invisible to the user.
------------------------------------------------------------------------------
/1/ Definition based on text that is (C) 1981-1999 The Computer Language
    Company Inc.

1.2  SCOPE OF AGREEMENT

This ASPA serves as a basis for provision of Services by ebaseOne.  ebaseOne
shall not begin any specific work without a properly executed Service Order
obligating Customer funds and specific ebaseOne Services.

1.3  TERM OF AGREEMENT

This ASPA shall remain in effect for an initial term of three (3) years from the
Effective Date ("Initial Term") and, unless terminated in accordance with this
ASPA, shall automatically be renewed thereafter on each anniversary of the
Effective Date for subsequent periods of three (3) years ("Renewal Term(s)")
(unless specifically designated, the "Initial Term" and the "Renewal Term(s)"
are collectively referred to as the "Term").  Either Party may terminate this
ASPA solely in accordance with the provisions provided in this ASPA.
Notwithstanding anything to the contrary contained in this ASPA, the Term of the
ASPA is automatically extended to the latest expiration date of any Service
Order issued under the ASPA.

1.4  SCOPE OF SERVICES

ebaseOne offers Services that include: Network connectivity, Internet access,
remote Application hosting/management, provision of access to Applications by
customers, server management, access issue resolution, Application help desk
support, training, other Internet hosting/backup, and off-site call center
services to support Customer access to the Applications.  By signature on each
Service Order, Customer and ebaseOne agree to be bound by the terms of this
ASPA.

ebaseOne shall make commercially reasonable efforts to satisfy any Customer
requested or initiated changes to the original scope of the Services, including
changes to the Customer Control Area which materially impact the Services.
Customer acknowledges and shall recognize ebaseOne's right to charge additional
amounts for such changes, provided such additional charges are reasonable and
mutually agreed by both parties.

If any Services are to be delivered or activated within a specified time period
and Customer subsequently requests that ebaseOne reduce such period, and
ebaseOne in its sole discretion agrees to comply with such request, ebaseOne
shall have the right to assert reasonable additional charges to cover any
additional personnel costs and other costs and expenses which ebaseOne incurs in
accommodating such change.

1.5  RELATIONSHIP OF PARTIES

ebaseOne is an independent contractor and is not an employee, agent, servant,
partner or joint venturer of Customer.  Customer shall determine the Services to
be provided by ebaseOne, but ebaseOne shall have sole control over the means by
which it provides those Services.

ebaseOne shall pay all wages, salaries, and other amounts due its employees in
connection with this ASPA and shall be responsible for all reports and
obligations respecting them relating to social security, income tax withholding,
unemployment compensation, workers' compensation, and similar matters.
<PAGE>

1.6  THIRD-PARTY AGREEMENTS

Customer warrants and represents that it is aware that all Software used by
Customer under this ASPA is subject to a software license agreement between
ebaseOne and the Publisher.  Customer specifically agrees to be bound by all
terms of any such software license agreement.  ebaseOne agrees to make available
upon written request by Customer copies of any applicable software license
agreement.

In fulfilling this contract, both Parties may rely upon other parties (e.g.
Publishers, Telecommunications Providers) that are not signatories to this ASPA.
ebaseOne and Customer agree that if ebaseOne contracts with other parties to
provide any Services hereunder, that all communications from Customer will be
directed to ebaseOne, and that ebaseOne is responsible for satisfactory
performance of such other parties.  This responsibility is included in the
definition of "Control Area- ebaseOne" or "CA-E" for purposes of this ASPA.
ebaseOne and Customer also agree that if Customer contracts with other parties,
that all communications from ebaseOne will be directed to Customer, and that
Customer accepts responsibility for performance by such other parties.  This
responsibility is included in the definition of "Control Area -Customer" or
"CA-C" for purposes of this ASPA.

ebaseOne shall procure, maintain, and observe all relevant regulatory,
administrative, and governmental licenses, waivers, consents, registrations and
approvals (collectively "Approvals") necessary for ebaseOne to provide the
Services and for Customer to make use of the same.  The Parties recognize that
certain Approvals and commercial/software licenses can only be obtained by
Customer or relate solely to Customer's ability to make use of the Services.  In
such instances, Customer shall obtain the necessary Approvals and commercial
licenses at Customer's expense.

Each Party shall indemnify and hold the other harmless from and against all
claims, costs, liabilities and expenses they may suffer as a result of a Party
failing to observe its obligations pursuant to any applicable software license
agreement or pursuant to this Article.

1.7  STAFF

Unless expressly stated to the contrary in writing, nothing contained in this
ASPA shall require or imply an obligation by ebaseOne to hire or otherwise
employ employees, contractors or other personnel who have been employed or
engaged by Customer to provide services similar or identical to the Services.

Customer agrees that beginning on the Effective Date of this ASPA, it will not
knowingly hire, interview, solicit an application from, or sub-contract work to
any current employee of ebaseOne without ebaseOne's specific, written
permission.  This agreement extends for one (1) year after an individual ceases
to be an employee of ebaseOne.   This agreement is valid until one (1) year
after the end of this ASPA.

If Customer breaches this Article 1.7, it agrees to pay ebaseOne one payment in
an amount to equal 35% of the employee's current annual salary, whether or not
such employee has been employed by ebaseOne for a period of one year.

1.8  PAYMENT

Customer shall pay ebaseOne in accordance with the "Terms" set forth in this
Article.  Payment for Services will be due ten (10) days after the date of an
ebaseOne invoice "Due Date."

ebaseOne may charge interest, which Customer shall promptly pay, on all amounts
not paid prior to the Due Date.  Interest shall accrue at a rate of 1.5%
monthly, beginning on the thirty-first (31st) day after the invoice date, and
ending on receipt of payment.  If the above rate exceeds the maximum amount
permitted under applicable law, the maximum amount permitted under applicable
law will accrue.  If unpaid amounts are collected through legal proceedings or
by a collection agent, Customer shall pay all costs and attorneys' fees related
to such collection.  Payment of fees in one invoice shall not be set off or
withheld against fees payable in connection with any other invoice.  Customer
shall be considered to be in Default if it fails to make payments prior to the
Due Date.

Unless otherwise agreed in writing by Customer and ebaseOne, Customer shall pay
any and all taxes, fees, tariffs, or other levies (other than taxes on
ebaseOne's income) imposed by any government, governmental unit or similar
authority with respect to the charges made or payments received in connection
with the Services.
<PAGE>

2.0  PERFORMANCE PROVISIONS

2.1  PROJECT MANAGERS

Customer and ebaseOne shall appoint Project Managers with all necessary
authority and responsibility to carry out day-to-day operations under this ASPA.
Communication between Customer and ebaseOne will flow primarily through the
Project Managers or their designees.  Project Managers may be appointed by title
(e.g. Data Center Managers) or name at the discretion of the appointing Party.

2.2  SUB-CONTRACTING

ebaseOne may sub-contract any part of the Services to be provided to Customer
under this ASPA.  ebaseOne shall retain responsibility for provision of the
Services, and Customer shall direct all communications to ebaseOne.

Customer may sub-contract performance under this ASPA to a third party provided:
(a) the third party is not a current or potential competitor of ebaseOne, (b)
Customer retains all responsibilities under this agreement, (c) such sub-
contract would not cause Customer to be in breach of its obligations under any
third-party agreements or licenses, and (d) Customer provides ebaseOne with
ninety (90) days advance notice of such sub-contract.

2.3  ASSIGNMENT OF SERVICES

This ASPA is non-transferable without the prior, mutual, written agreement of
both Parties. Notwithstanding anything to the contrary contained in this ASPA,
in the event that ownership of ebaseOne is materially changed through merger,
acquisition or other change in control, ebaseOne may assign its rights and
obligations under this ASPA to its successor without the consent of Customer.
In the event that ownership of Customer is materially changed through merger,
acquisition or other change in control, Customer may assign its rights and
obligations under this ASPA to its successor with the prior written consent of
ebaseOne.  ebaseOne shall not unreasonably withhold its consent to such
assignment provided that Customer's successor is not a current or potential
competitor of ebaseOne, and Customer's successor agrees to assume the rights and
responsibilities of Customer in writing within thirty (30) days after such
change in control.  If Customer's successor does not provide written
notification within the time period specified, ebaseOne may terminate this ASPA
as a Customer Termination for Convenience in accordance with Section 3 of this
ASPA.

2.4  TRANSFER OF SOFTWARE LICENSES

Unless specifically agreed in the applicable Service Order, ebaseOne will not
transfer, or accept the transfer of, any Software license or other intellectual
property.  Any transfer is subject first to the Software license agreement
between the Publisher and the licensee, and Customer acknowledges that such
transfers are usually severely limited.

Customer acknowledges that any Software that Customer accesses under this ASPA
is the property of ebaseOne as licensee from the Publisher.  Customer may not:
(a) make use of the Software except in accordance with this ASPA; (b) allow any
third party to use, access, or view the Software; (c) represent itself as the
licensee of the Software in any way (e.g. for upgrades, credits or other
promotions); or (d) violate any Software license agreement between ebaseOne and
Publishers.

2.5  FORCE MAJEURE

If either party is unable to perform any of its obligations under this ASPA
because of natural disaster, acts of God, actions or decrees of governmental
bodies not the fault of the affected party (hereinafter referred to as "Force
Majeure Event"), the party who has been so affected shall immediately give
notice to the other party and shall do everything reasonably possible to resume
performance.  Upon receipt of such notice, all performance obligations under
this ASPA shall be immediately suspended, including Customer's obligation to
make payment for services which ebaseOne cannot render because of such Force
Majeure Event.

In the absence of a Force Majeure Event, ebaseOne shall be excused from
performance under this ASPA to the extent that any nonperformance or delay is
due to circumstances beyond ebaseOne's reasonable control, which shall be
determined in good faith by ebaseOne.  ebaseOne is not responsible for
nonperformance or delay: (a) arising within the Customer Control Area (CA-C),
(b) due to any use or modification of client Software by Customer, (c) arising
from Customer's failure to maintain currency with the  Minimum Customer
Environment established by
<PAGE>

ebaseOne, or (d) occasioned by any failure by Customer to render any
information, equipment, or assistance required by this ASPA. Upon ebaseOne
becoming aware of such circumstance, it will notify Customer immediately. Upon
such notification, all Service obligations of ebaseOne under this ASPA are
suspended until the circumstance causing nonperformance or delay is rectified.

2.6  CONFIDENTIAL INFORMATION

For purposes of this ASPA, the term "Confidential Information" shall mean all
business and technical information and documentation, including this ASPA, made
available, directly or indirectly, by a Party to this ASPA and its Affiliates
(the "Discloser") to another Party to this ASPA and its Affiliates (the
"Recipient"), including any Software, Data, processes, documentation, and other
information, that is regarded by the Discloser as confidential or proprietary
and that:

(a) Is communicated to the Recipient in written or other tangible form with
reasonable written warning that such information is considered confidential or
proprietary, or

(b) Is disclosed to the Recipient orally or by inspection with reasonable
warning at the time of disclosure that such information is considered
confidential or proprietary.

During the Initial Term, any Renewal Terms, and for a period of three (3) years
thereafter, all Confidential Information disclosed to a Recipient in the course
or conduct of the Services shall be kept in confidence and shall not be divulged
by the Recipient.

Nothing contained in this ASPA will in any way restrict or impair a Party's
right to use, disclose, or otherwise deal with any information which:

   . Was in the Recipient's possession, without obligation of confidentiality,
     prior to the Recipient's first receipt of the corresponding information.

   . Is now or hereafter becomes, through no act or failure to act on the
     Recipient's part, generally available to the public on a non-confidential
     basis.

   . Was heretofore or is hereafter made available on an unrestricted basis to
     the Recipient from a source other than the Discloser, which source legally
     and properly received and disclosed the Confidential Information.

   . Becomes available on an unrestricted basis to a third party knowingly from
     the Discloser.

   . Is hereafter independently developed by or for the Recipient or an
     Affiliate thereof by someone who had no access, directly or indirectly, to
     the Discloser's Confidential Information.; or

   . Is released for disclosure with the Discloser's written consent.

2.7  INTELLECTUAL PROPERTY RIGHTS

ebaseOne remains free to provide similar services to other customers.  While
providing the Services, ebaseOne may develop inventions, technologies, methods,
techniques, trade secrets, know how and other intellectual property concerning,
without limitation, the provision of remote computer services, information
technology services, telecommunications, data networks and data center
management (collectively "IP").  Except as provided herein, ownership of all
intellectual property rights and all other right, title, and interest in all IP
shall automatically vest in and remain the exclusive property of ebaseOne.

ebaseOne shall defend at its sole expense legal proceedings brought against
Customer claiming infringement of copyright, trademark, patent, or trade secret
or other intellectual property rights based upon any method, material or
equipment (excluding any such method, material or equipment provided by Customer
to ebaseOne) used or provided by ebaseOne in performance of the Services, and
ebaseOne shall indemnify and hold Customer harmless from and against any
judgment by a court of competent jurisdiction for damages arising from any such
claim, provided that ebaseOne shall have no liability or obligation to Customer
under these terms for infringement of any patent, intellectual property or other
proprietary right or claim thereof:  (a) based upon ebaseOne's compliance with
Customer's specifications or any method, material or equipment provided by
Customer to ebaseOne; (b) unless ebaseOne is notified promptly in writing by
Customer of each notice and communication regarding such claim and is given the
complete authority, information and assistance necessary for such defense; (c)
unless ebaseOne is given sole control of the defense of any action on such claim
and of all negotiations for its settlement or compromise; or (d) if Customer
makes any statement or admission admitting liability or infringement.
<PAGE>

Customer represents and warrants that any and all Data, Software, Hardware,
other services, information, documents, materials, supplies and equipment
provided by it to ebaseOne, or any method, process or technique which Customer
requires ebaseOne to use, is the rightful property of Customer and Customer has
full right to supply such items to ebaseOne. Customer agrees to defend,
indemnify and hold ebaseOne harmless from and against any damage, loss, cost
and/or expense (including attorneys' fees) resulting from a breach of this
representation and warranty.

2.8  DISPUTE RESOLUTION

The Dispute Resolution process contained herein is intended to address major
disputes that affect the ASPA.  Minor disputes are addressed through expedited
procedures, contained in the applicable ebaseOne Service Order.  Only upon
exhaustion of these expedited procedures will this Dispute Resolution provision
be used.  This provision is intended to address issues related to performance,
payment, or other operational concerns.  Nothing within this provision limits
either Party's right to terminate the ASPA for Default in accordance with the
relevant provision below.

Upon completion of the appropriate expedited procedure, each Project Manager
(from ebaseOne and Customer) will forward the dispute to an appropriate
executive (vice-president, partner, or owner.)  On behalf of ebaseOne an
appropriate executive is defined as the Vice President for Technology Operations
or his/her designee at a similar level.  Once the dispute is forwarded,
ebaseOne's executive will contact the Customer executive within five (5) working
days.  Both parties agree that their executives will prioritize the resolution
of the dispute, and work in good faith to resolve it.

If the dispute is not resolved within a reasonable period of time (thirty (30)
days after first communication) then the Parties may (a) issue a cure notice if
the dispute alleges a breach of this ASPA, (b) elevate the dispute to the chief
executives of the Parties, and (c) submit the dispute for arbitration in
accordance with the relevant provision of this ASPA.  Both Parties agree that
all materials or discussions in connection with this Dispute Resolution
provision is confidential, and may not be disclosed to any third party without
the prior consent of the other Party.

Both Parties agree that any arbitration or legal action must be brought within
twelve (12) months after the first occasion of the event, which gives rise to
the dispute.

2.9  ARBITRATION

Upon exhaustion of the expedited procedures and Dispute Resolution provisions of
this ASPA, any controversy or claim arising out of or relating to this ASPA, or
the breach thereof, shall be settled by arbitration administered by the American
Arbitration Association in accordance with the Commercial Arbitration Rules of
the American Arbitration Association (the "Rules"), by one or more arbitrators
chosen in accordance with the Rules.  Arbitration shall be initiated by written
demand by the Party seeking arbitration.  This agreement to arbitrate shall be
specifically enforceable only in the District Court of Harris County, Texas.  A
decision of the arbitrator or arbitrators shall be final, conclusive and binding
on both Parties, and judgment may be entered thereon in the District Court of
Harris County, Texas, to enforce such decision and the benefits thereof.  Upon
appointment, the arbitrators shall then proceed to decide the arbitration
subjects in accordance with the Rules.  Any arbitration held in accordance with
this paragraph shall be private and confidential and no person shall be entitled
to attend the hearings except the arbitrator(s), the stenographer, if one is
requested, the Parties, the Parties' attorneys, and any designated
representatives of the Parties.  The matters submitted for arbitration, the
hearings and proceedings thereunder and the arbitration award shall be kept and
maintained in strictest confidence by both Parties and shall not be discussed,
by any persons.  On request of either Party, the record of the proceeding shall
be sealed and may not be disclosed except insofar, and only insofar, as may be
necessary to enforce the award of the arbitrators and any judgment enforcing
such award.

3.0  TERMINATION PROVISIONS

3.1  TERMINATION FOR CONVENIENCE

Either Party may terminate this ASPA, or any Service Order entered into pursuant
to this ASPA, with 180 days written notice to the other Party ("Termination for
Convenience"). Termination for Convenience may be partial (i.e. a single Service
Order), or complete (i.e. the ASPA and all Service Orders.)  If Customer
initiates such termination ("Customer Initiated Termination"), eighty percent
(80%) of all remaining Service fees for all outstanding Service
<PAGE>

Orders that are terminated pursuant to the Customer Initiated Termination will
be due and payable on the effective date of such termination. If ebaseOne
initiates such termination, Service fees for all outstanding Service Orders will
be due and payable until the effective date of termination; Service fees for the
remainder of the Term (except for any Termination Assistance Services requested
by Customer) are waived by ebaseOne.

3.2  TERMINATION FOR DEFAULT

If either Party Defaults in the performance of any of its material obligations
under this ASPA, and such Default is not cured within thirty (30) days after
written notice is sent by the non-Defaulting Party specifying, in reasonable
detail, the nature of the Default, the non-Defaulting Party may, upon further
notice to the Defaulting Party, terminate this ASPA for Default.  Such
termination, if made by Customer, may only be for the specific Service Order,
which Customer believes ebaseOne has Defaulted on.

If the Defaulting Party is, at the sole discretion of the non-Defaulting Party,
making reasonable efforts to cure the Default, then the non-Defaulting party may
extend the cure period from thirty (30) days after initial notification to sixty
(60) days.

Notwithstanding the above, any breach by Customer of Articles 1.6, 1.8, 2.2,
2.4, 2.6, 2.7, 2.8, or 2.9 may be cause for immediate termination of this ASPA
for Default at the sole discretion of ebaseOne.

3.3  TERMINATION FOR INSOLVENCY

If either party becomes the subject of a voluntary petition in bankruptcy or any
voluntary proceeding relating to insolvency, receivership, liquidation, or
composition for the benefit of creditors; or if either party becomes the subject
of an involuntary petition in bankruptcy or any involuntary proceeding relating
to insolvency, receivership, liquidation, or composition for the benefit of
creditors, if such petition or proceeding is not dismissed within sixty (60)
days of filing, then the other Party, by giving notice to such Party, may
terminate the ASPA as of a date specified in such notice of termination.

3.4  GENERAL TERMINATION PROVISIONS

Subject to the terms of this ASPA, any termination shall become effective in the
manner specified in the notice of termination.  On issuance by or receipt of
such notice to ebaseOne, ebaseOne shall, unless the notice of termination
directs otherwise, discontinue the Services and the placing of orders in
connection with the performance of the Services as of the effective date of the
termination.  ebaseOne shall make reasonable efforts to effect cancellation of
all existing commitments upon reasonable terms and shall thereafter do only such
work as may be necessary to preserve and protect the Services already in
progress and to protect all equipment, Software, Data, processes, staff,
licenses and materials.

If Customer terminates this ASPA in a manner not in accordance with the
Termination for Convenience Article above, or if ebaseOne terminates for Default
or for Insolvency, the following provision shall apply:

Customer shall assume and become liable for cost of payment for all Services
performed and all stranded costs that ebaseOne may have until the effective date
of termination in good faith undertaken or incurred in connection with this ASPA
and in accordance with the terms thereof.  Further, all remaining Service fees
(including maximum allowable annual escalations, if any) due from the effective
date of termination until the end of the Term shall become immediately due and
payable to ebaseOne in accordance with this ASPA.

3.5  TERMINATION ASSISTANCE

Upon the expiration or termination of this ASPA for any reason save Default or
Insolvency, ebaseOne shall, upon Customer's request, for up to ninety (90) days
following the expiration or termination effective date provide the following
"Termination Assistance Services" at then current ebaseOne list prices:

 . Provision of transition services to the extent agreed between Customer and
  ebaseOne

 . Reasonable cooperation with Customer in effecting an orderly transfer of the
  Services to a third party or the resumption of the Services by Customer

Customer acknowledges that such Termination Assistance Services do not include
any work by ebaseOne in the Customer Control Area, including, without
limitation, loading Software on Customer servers, optimizing Customer Networks,
or troubleshooting Application problems.  The Termination Assistance Services
are provided in good
<PAGE>

faith by ebaseOne to ensure that Customer Data managed by ebaseOne is
transferred by ebaseOne in an orderly and professional manner.

3.6  SOLE TERMINATION PROVISIONS; SURVIVAL

This ASPA may only be terminated pursuant to the provisions set forth in this
Article 3.  The following provisions will survive the termination of this ASPA:
1.8, 2.6, 2.7, 2.8, 2.9, and Article 4.

4.0  RISK PROVISIONS

4.1  INDEMNIFICATION

The term "Customer And Its Interests" shall mean Customer and all companies or
enterprises controlled by, controlling or under common control with Customer,
contractors and sub-contractors of Customer; and, with respect to each and all
of the foregoing, each and all of their respective directors, trustees,
managers, officers, employees, servants, agents, attorneys and underwriters.

The term "ebaseOne and Its Interests" shall mean ebaseOne and all companies and
enterprises controlled by, controlling, or under common control with ebaseOne,
Affiliates, contractors and sub-contractors of ebaseOne; and, with respect to
each and all of the foregoing, each and all of their respective directors,
trustees, managers, officers, employees, servants, agents, attorneys and
underwriters.

4.1.1  EBASEONE INDEMNITY OBLIGATION TO CUSTOMER

ebaseOne shall, with respect to the performance of this ASPA, indemnify and hold
Customer And Its Interests harmless from and against any and all liability, and
against any and all claims, judgments, penalties, fines, demands, proceedings
and causes of action resulting from damage to any of ebaseOne's computer
Software, Hardware, or Data which may result from any inadvertent and
unintentional security breach or transmission of a computer virus or other
disabling Software by Customer And Its Interests.

4.1.2  CUSTOMER'S INDEMNITY OBLIGATION TO EBASEONE

Customer will indemnify and hold ebaseOne and Its Interests harmless from and
against any and all costs, liabilities, losses, and expenses (including, but not
limited to, reasonable attorneys' fees and fees of experts) arising out of any
claim, suit, action or proceeding (each, an "Action"), and Customer will pay any
settlement reached or judgment entered thereon against ebaseOne and Its
Interests, to the extent such Action arises from an allegation that any of the
following has occurred or will occur:

   . with respect to the Customer's Data, Software, business, materials, or
     other assets: (A) infringement of any intellectual property rights; (B)
     misappropriation of any intellectual property rights; (C) defamation,
     libel, slander, obscenity, pornography, or violation of the rights of
     privacy or publicity; or (D) flaming, spamming, or any other offensive,
     harassing or illegal conduct or violation of any Rules and Regulations
     implemented by ebaseOne from time to time; or

   . any damage or destruction to the CA-C or the equipment of ebaseOne by
     Customer and Its Interests resulting from Customer and Its Interests
     negligence or willful misconduct; or

   . any other damage arising from the Customer Data, Software, business,
     materials, or other assets, except to the extent such damage is caused by
     ebaseOne and Its Interests gross negligence or willful misconduct.

4.1.3  INFRINGEMENT INDEMNIFICATION

Both Parties acknowledge that ebaseOne has no responsibility to indemnify
Customer against any claim of patent, copyright, trademark or trade secret
infringement related to the Applications hosted by ebaseOne for Customer.
<PAGE>

4.2  WARRANTIES

ebaseOne will make best efforts to provide the Services in accordance with the
applicable Service Order.  ebaseOne makes no other warranties except as
specified herein.

ebaseOne does not guarantee against, and the Services and this ASPA are not
provided or priced as insurance coverage for any loss of or damage to Customer
and Its Interests Data, information or other assets.  ebaseOne's liability for
any such loss or damage shall be limited as outlined in this ASPA.  Customer
acknowledges that ebaseOne has set its prices and entered into this ASPA in
reliance upon the limitations of liability and the disclaimers of warranties and
damages set forth herein, and that the same form an essential basis of the
bargain between the Parties. The Parties agree that the limitations and
exclusions of liability and disclaimers specified in this ASPA will survive and
apply even if found to have failed of their essential purpose.

Customer acknowledges that it is accepting the Services "as is", that ebaseOne
makes no representation or warranty, express or implied, of any kind or
description in respect thereto, and that such Services are delivered with the
explicit understanding and agreement that any action Customer and Its Interests
may take based on the Services received shall be at its own risk and
responsibility and Customer shall have no claim against ebaseOne as a
consequence thereof.  ebaseOne does not make, and hereby disclaims, any and all
other express and/or implied warranties, including, but not limited to,
warranties of merchantability, fitness for a particular purpose, and non-
infringement, and any warranties arising from a course of dealing, usage, or
trade practice. ebaseOne does not warrant that the Services provided hereunder
will be uninterrupted, error-free, or completely secure.

Customer confirms that ebaseOne has made no promise or statement regarding the
Services that is inconsistent with this ASPA, or that has created or amounted to
a warranty that the Services would conform to any such promise or statement, and
ebaseOne specifically disclaims any and all warranties regarding the same.

ebaseOne will not as part of the Service verify or warrant the accuracy or
completeness of Customer and Its Interests Data, business processes or ancillary
Software.

ebaseOne does not warrant the accuracy of Data transmitted into ebaseOne by
electronic processes and will not be responsible for accidental or intentional
interception of Data by others unless such accidental or intentional
interception of Data is due to ebaseOne's gross negligence or intentional
misconduct.

Customer represents and warrants that it owns or has the legal right and
authority, and will continue to own or maintain the legal right and authority
during the term of this ASPA to use, modify, transmit, and distribute the
Customer Data without infringing, misappropriating, or otherwise violating any
intellectual property rights of any third party.

Customer is familiar with the laws and regulations applicable to Customer's
business.  Customer represents and warrants that Customer's business does not as
of the date of execution of this ASPA, and will not during the term of this
ASPA, contain or transmit any material that would violate any applicable local
state, national, foreign or international law.  In the event of any breach, or
reasonably anticipated breach, of such warranty, in addition to any other
remedies available at law or in equity, ebaseOne will have the right after
notice to Customer with an adequate opportunity to cure based on the specific
circumstances, in ebaseOne's sole discretion: (i) to terminate or restrict
access to any such materials in any manner, and/or (ii) to suspend any related
Services provided ebaseOne takes the minimal action(s) necessary to address the
specific violation.

4.3  LIMITATION OF LIABILITY

ebaseOne assumes no liability for any damage to, or loss of, any Customer Data
resulting from any cause whatsoever, except as a result of ebaseOne's gross
negligence or willful misconduct.

Notwithstanding anything to the contrary contained in this ASPA, in no event
shall ebaseOne be liable for damages of any kind resulting from or arising out
of this ASPA or the use by Customer and Its Interests of the Services,
including, without limitation, loss of use, loss of Data, loss of assets, loss
of profit, loss of business, or business interruption, regardless of the form of
action upon which a claim for such damages may be based, whether in contract,
tort (including negligence), strict product liability or any other legal or
equitable theory.
<PAGE>

Notwithstanding anything to the contrary contained in this ASPA, ebaseOne's
cumulative liability for damages of any kind resulting from or arising out of
this ASPA or the use by Customer and Its Interests of the Services, including,
without limitation, loss of use, loss of Data, loss of assets, loss of profit,
loss of business, or business interruption, regardless of the form of action
upon which a claim for such damages may be based, whether in contract, tort
(including negligence), strict product liability or any other legal or equitable
theory, shall not exceed the aggregate amount invoiced for the Services rendered
during the preceding twelve (12) months.

This limitation shall apply even if any limited remedy fails in its essential
purpose.

4.4  INSURANCE

During the term of this ASPA, Customer agrees that it will maintain insurance
coverage as Customer deems necessary to protect it against damages suffered as a
result of interruption of Service, loss of Data, Force Majeure, or any other
inability of ebaseOne to comply with the terms of this ASPA.

As specified in the applicable Service Order, either Party may position Hardware
or Software on the other's site.  Each Party assumes responsibility for loss of
or damage to the other Party's Hardware or Software located at its site, and
agrees to retain insurance coverage as necessary to replace or repair the
Hardware or Software upon such loss or damage.

5.0  OTHER PROVISIONS

5.1  SAVING CLAUSE

In the event any provision, clause, sentence or part of this ASPA is
inconsistent with or contrary to any applicable law, the same shall be deemed to
be modified to the extent required to comply with said law and as modified shall
continue in full force and effect.  The unenforceability of a provision
hereunder shall have no effect upon the remaining provisions, which shall
continue in full force and effect.

5.2  GOVERNING LAW

These Terms shall be governed by the laws of the State of Texas.  Any action
arising under or pertaining to this ASPA will be brought in Harris County,
Texas.

5.3  INJUNCTIVE RELIEF

Customer acknowledges that money damages shall not be a sufficient remedy for
any material breach by Customer of the obligations set forth in Provisions 1.6,
1.8, 2.2, 2.4, 2.6, or 2.7 of this ASPA.  In the event of such a material
breach, ebaseOne will be entitled to seek injunctive or other equitable relief.

5.4  SURVIVAL

All provisions of this ASPA, which by their nature extend beyond the term of
performance of Services shall survive such term until fulfilled, and shall be
binding upon each Party's successors and assigns.

5.5  FURTHER ASSURANCES

The Parties covenant and agree that, subsequent to the execution and delivery of
this ASPA and without any additional consideration, each of Customer and
ebaseOne will execute and deliver any further legal instruments and perform any
administrative acts which are or may become reasonably necessary to accomplish
the purposes of this ASPA.

This ASPA constitutes the entire understanding between the parties and
supersedes all other terms with respect to the subject matter hereof whether
express or implied by law.  No modification of this ASPA shall be of any force
or effect unless in writing and signed by an authorized signatory of each Party.
Failure to enforce any or all of this ASPA in a particular instance or instances
shall not constitute a waiver thereof or preclude subsequent enforcement thereof
<PAGE>

5.6  NOTICES

All notices required by this ASPA will be deemed given when they are:

 . Deposited postage paid in the US Registered or Priority Mail, to the address
  below with return receipt requested

 . Deposited postage paid with a courier (e.g. Federal Express) to the address
  below with a tracking number

 . Faxed to the facsimile number below with a return fax confirming receipt of
  the notifying fax
Either Party may change their contact information at any time with five (5) days
written notice to the other Party.

<TABLE>
<C>                                               <S>
EBASEONE CORPORATION ("EBASEONE")                 PAPERCHASER.COM, INC. ("CUSTOMER")
6060 Richmond Avenue, Houston, TX  77057          5450 Northwest Central, Suite 220,
                                                  Houston, Texas 77092
Telephone (for Couriers only, no Notices):
                    (713) 975-8700                Telephone (for Couriers only, no Notices): 713-341-9500
Facsimile Number:   (713) 781-5535                Facsimile Number:

PAYMENTS TO:
Address:                                          INVOICES TO:
Accounts Receivable Telephone:                    Address:
Accounts Receivable Facsimile:                    Accounts Payable Telephone:
                                                  Accounts Payable Facsimile:
---------------------------------------------------------------------------------------------------------
</TABLE>

5.7  ACKNOWLEDGEMENT

The Parties agree that the terms and conditions of this ASPA shall not be
construed in favor of or against any Party by reason of the extent to which any
Party or its professional advisors participated in the preparation of this ASPA.
Further, both Parties acknowledge that the provision headings and article titles
contained within this ASPA are for reference purposes only.

5.8  ORDER OF PRIORITY

Both Parties agree that in the event of any conflict between terms contained in
the ASPA, the following order of priority is established: (a) signed Amendments
to the ASPA, (b) the ASPA, and (c) Service Orders executed by ebaseOne and
Customer.

6.0   EXECUTION

By signatures below, the individuals represent and warrant that they are
authorized to bind the stated principles.

<TABLE>
<S>                                                                  <C>
EBASEONE CORPORATION ("EBASEONE")                                    PAPERCHASER.COM, INC  ("CUSTOMER")

By:                                                                  By:
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(Signature)                                                                     (Signature)

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Name (Type or Print)                                                 Name (Type or Print)

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Title                                                                Title
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Date                                                                 Date
</TABLE>