<PAGE>
                                                               Exhibit 10.12
                             CUSTOMER ORDER FORM
<TABLE>
<S>                                                      <C>
---------------------------------------------------------------------------------------------------
Customer: PartsBase.com                                   Contact: Yves Duplan
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Address: 7171 North Federal HWY, Boca Raton, FL 33437     Phone: 561-443-3302
---------------------------------------------------------------------------------------------------
Support Manager Contact:                                  Fax: 561-443-7092
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Operating Brand: PartsBase.com                            E-Mail: yduplan@partsbase.com
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Vertical Market Aerospace/Defense
---------------------------------------------------------------------------------------------------
The Software for the Services will be hosted on Customer's server.

---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
CONFIGURATION SERVICES AND ANNUAL SUBSCRIPTION FEES:  $138,000
---------------------------------------------------------------------------------------------------
TD-ReverseAuction                       $40,000 per server if purchased on before 11-17-99 with
                                        TD-Auction and TD-Exchange

                                        (Includes 25,000 traders per year to be utilized by all
                                        applications listed, $25,000 for an additional 25,000 trades)

---------------------------------------------------------------------------------------------------
TD-Exchange                             $50,000 per server if purchased on before 11-17-99 with TD-
                                        Reverse Auction and TD-Auction

---------------------------------------------------------------------------------------------------
TD-Auction                              $40,000 per server if purchased on before 11-17-99 with TD-
                                        Exchange and TD-ReverseAuction

Development System(API)                Included if purchased with above configuration.


---------------------------------------------------------------------------------------------------
Additional Servers options:

TD-Analyst                              $10,000 per server

Presentation Server                     $15,000 per server

Development System (API)                $7,500 per server

[ILLEGIBLE] Standby Server              30% of base application configuration

Staging/Testing Server                  $7,500 per server
---------------------------------------------------------------------------------------------------
_X_ 5zK Telephone Hotline Support
(7am - 3pm PST) OR                      12% of list price of total annual subscription fees per year
                                        per two named contracts OR

   5x12 Telephone Hotline Support
   (6am - 6pm PST)                      18% of list price of total annual subscription fees per year
                                        per two named contracts

---------------------------------------------------------------------------------------------------
Market Design Consulting Services       $250 per hour

---------------------------------------------------------------------------------------------------
Term: one year                          Year 2 license fees will increase by no more than 15%
                                        provided that Customer commits to renew the Annual
                                        subscription for Year 2 by June 30, 2000
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
</TABLE>
                                 USER AGREEMENT

This agreement ("Agreement") is entered into on this 17th day of _____, 1999,
(the "Effective Date") between TradingDynamics, Inc. with its principal place
of business at 313 West Evelyn Mountain View, CA 94041 ("TradingDynamics"),
and the Customer listed above ("Customer"). THIS AGREEMENT INCLUDES AND
INCORPORATES THE ABOVE CUSTOMER ORDER FORM AS WELL AS THE ACCOMPANYING TERMS
AND CONDITIONS AND CONTAINS, AMONG OTHER THINGS, WARRANTY DISCLAIMERS, LIABILITY
LIMITATIONS AND USE LIMITATIONS. There shall be no force or effect to any
different terms of any related purchase order or similar form even if signed
by the parties after the date hereof. Each party's acceptance of this
Agreement was and is expressly conditional upon the other's acceptance of the
terms contained in the Agreement to the exclusion of all other terms.


TradingDynamics, Inc.                    Customer:

By: /s/ [ILLEGIBLE]                      By: /s/ Robert A. Hammond
   -------------------------------------    -----------------------------------


Name & Title: [ILLEGIBLE] VP of Sales    Name & Title: Robert A. Hammond, CEO &
             ---------------------------               PRESIDENT
                                                      -------------------------

<PAGE>


                             TERMS AND CONDITIONS
                             --------------------


1. SERVICES.  Under the terms and conditions of this Agreement,
TradingDynamics shall provide, and Customer hereby accepts, the trading
[ILLEGIBLE] infrastructure services described in the Customer Order Form
under [ILLEGIBLE] Services" (the "Services"), which Customer may offer only
to authorized users of Customer's electronic commerce service ("Commerce
Service", but only in the Vertical Market and solely under the Operating
Brand identified on the Customer Order Form or a replacement Operating Brand
with written notice to TradingDynamics, never to exceed one Operating Brand
at one time. The Services include Updates (as defined in Section 4.3 below)
made generally available during the term of the Agreement.

2.  RESTRICTIONS AND RESPONSIBILITIES

2.1 Any software provided to Customer by TradingDynamics under this Agreement
(the "Software") is licensed to Customer on a non-exclusive,
non-transferable, royalty-free basis, with the right to use such Software
limited solely to use as part of the Commerce Services during the term and
subject to the terms and conditions of this Agreement. Customer may provide
access or distribute only that part of the Software designated on the Order
Form as "Distributed Software" to users of the Commerce Services ("Users");
all other elements of the Software may be used and accessed only by Customer
employees. Customer covenants, represents and warrants that the Operating
Brand shall be the exclusive brand through which Customer offers or markets
the Commerce Services. TradingDynamics will provide another copy of the
Software at minimal or no charge if Customer loses or damages its copy of the
Software.

2.2 Notwithstanding anything else in this Agreement, TradingDynamics and its
licensors retain all title to, and, except as expressly and unambiguously
licensed herein, all rights to the Software. Customer will have no right to
receive or license any source code with respect to the Software. Customer
shall not, directly or indirectly; (i) reverse engineer, demcompile,
disassemble or otherwise attempt to discover the source code, or underlying
structure, ideas or algorithms of the Software; (ii) divide the Software into
components or parts; (iii) modify, translate, or create derivative works
based on any Software or any portion thereof; (iv) copy (including but not
limited to back-up copying), rent, lease, distribute, pledge, assign, or
otherwise transfer or encumber rights to the [ILLEGIBLE]; (v) except as part
of the Customer Services as expressly and unambiguously authorized above, use
any Software for timesharing or service bureau purposes or otherwise for the
benefit of a third party; or (vi) delete, alter, add to or fail to reproduce
the name of TradingDynamics or any notices appearing in or on any Software or
in connection with the Services or which may be required by TradingDynamics
at any time. Notwithstanding anything else herein, Customer may not use any
name, mark or designation used by TradingDynamics except (A) for use in
advertising or marketing the Commerce Services in accordance with written
approval of TradingDynamics and (B) reproduction of trademarks as part of
making Commerce Services available to Users; provided that any such
reproductions are subject to reasonable quality control inspections and
approval of TradingDynamics. Customer will not contest anywhere in the world
the use by or authorization by TradingDynamics of any trademark, name or
other designation relevant to the subject matter of this Agreement
("Trademark List") set forth in Attachment D hereto (which Trademark List may
be changed by TradingDynamics from time to time) or application or
registration therefor, whether during or after the term of this Agreement.

2.3  Customer shall comply with all applicable laws and regulations of the
United States and foreign authorities (including, but not limited to export
laws relating to encryption or other security measures that Customer elects
to implement in connection with the Services). Customer shall not directly or
indirectly export or re-export the Software in violation of any such laws or
regulations. Customer shall indemnify and hold harmless TradingDynamics
against any liability, damages and expenses (including without limitation
costs and attorneys' fees) arising from or related to an actual or alleged
violation of the foregoing or from Customer's acts or omissions, including
but not limited to use of Software by Customer or Customer's Users.

2.4  Customer shall reproduce and clearly and prominently display within the
website through which the Commerce Services are provided, TradingDynamics'
"powered by TradingDynamics" icon in the manner mutually agreed upon by both
parties.


2.5  Customer shall make Services available to Users only pursuant to an
enforceable written agreement (which may be in the form of a click-wrap
agreement) for TradingDynamics' benefit that is at least as protective of
TradingDynamics and its rights as TradingDynamics' then current Terms of Use
(a copy of the current terms are set forth in Attachment A). TradingDynamics
reserves the right to modify such Terms of Use upon thirty (30) days prior
written notice to Customer.

2.6 If Customer communicates to TradingDynamics any suggested modifications,
design changes or improvements of the Services or Software, TradingDynamics
shall have and is hereby assigned any and all right, title, and interest in
and to any such suggested modifications, design changes, or improvements of
the Services, without the payment of any additional consideration therefor.
Customer shall not disseminate performance information or analysis
(including, without limitation, benchmarks) from any source relating to the
Software or Services.

2.7  TradingDynamics shall have the right from time to time upon fifteen (15)
days prior written notice to inspect Customer's equipment and operations to
confirm Customer's compliance with the terms and restrictions set forth in
this Agreement, and Customer shall promptly provide all assistance and access
reasonably requested by TradingDynamics in connection therewith.

3.  PAYMENT OF FEES

3.1  Customer will pay in full the fees set forth in the Customer Order Form
(under Subscription Fees) in accordance with the schedule set forth therein,
for use of the Services during the Term. Customer will pay within thirty (30)
days of receipt of TradingDynamics' invoice, any fees as set forth in the
Customer Order Form for use of the Services. For any renewal term,
TradingDynamics shall invoice Customer no earlier than thirty (30) days
before the beginning of such renewal term. All payments shall be made in U.S.
dollars in the United States. If any termination occurs prior to the end of a
term then in effect, Customer shall not receive any refund of the amounts
owed or paid.

3.2  In addition, Customer will pay all charges, including without limitation
transportation charges, and shall be responsible for all taxes (except
TradingDynamics' U.S. income taxes) in connection with the subject matter of
this Agreement, duties and other governmental assessments. Unpaid fees are
subject to a finance charge of 1.5% per month on any outstanding balance, or
the maximum permitted by law, whichever is lower, plus all expenses of
collection.

4. EDUCATION AND SUPPORT

4.1  TradingDynamics agrees to provide the education services set forth in
Attachment B for Customer personnel upon payment of the applicable education
fees set forth in such Attachment.

4.2  Upon payment of the applicable support fees set forth in the Customer
Order Form (under Subscription Fees), TradingDynamics will use diligent
efforts to provide telephone support during the term of the agreement for the
Services directly to the support managers of Customer designated in the
Customer Order Form (each a "Support Manager Contact") during
TradingDynamics' normal business hours (Pacific Standard Time) concerning the
installation and use of the then-current release of Software and the
immediately Previous Sequential Release. "Previous Sequential Release" means
at any time the release of Software that has been replaced by the
then-current release of the same Software. Notwithstanding anything else, a
Previous Sequential Release will be supported by TradingDynamics only for a
period of six (6) months after release of the then-current release.
TradingDynamics shall provide such support during the time period designated
upon the Customer Order Form. TradingDynamics' sole obligation with respect
to errors in the Services or Software (i.e., failure of the Services or
Software to comply with TradingDynamics' published specifications) will be to
use diligent efforts to correct at its expense, any such reproducible and
fully documented error about which it receives written notice ("Error").
TradingDynamics shall exercise diligent efforts to correct any Error reported
by Customer in the current unmodified release of Software in accordance with
the priority level reasonably assigned to such Error by TradingDynamics as
set forth below: (1) Priority A Error: TradingDynamics shall promptly
[ILLEGIBLE] the following procedures: (a) assign TradingDynamics engineers to
correct the Error; (b) notify TradingDynamics management that such Error has
been reported and of steps being taken to correct such Error; (c) provide
Customer with periodic reports on the status of the corrections; and (d)
initiate work to provide Customer

                                      2




<PAGE>

     a Workaround or Fix; (2) Priority B Error: (a) assign TradingDynamics
engineers to correct the Error; and (b) initiate work to provide Customer
with a Workaround or Fix; (3) Priority C Error: TradingDynamics may include
the Fix for the Error in a later major release of the Software. "Priority A
Error" means an Error that renders the Software inoperative or causes
Software to fail catastrophically.  "Priority B Error" means an Error that
substantially degrades the performance of Software or materially restricts
Customer's use of the Software. "Priority C Error" means an Error that causes
only a minor impact on the performance of Software or Customer's use of
Software. "Fix" means the repair or replacement of object or executable code
versions of Software to remedy an Error, "Workaround" means a change in the
procedures followed or data supplied by Customer to avoid an Error without
substantially impairing Customer's use of Software. Each "Fix" or
"Workaround" shall be included in the term Update. Customer shall pay
TradingDynamics at its then current time and materials rates (at the
Effective Date, $250.00 per man hour) for any additional support, similar
service or professional services provided to Customer by TradingDynamics
within thirty (30) days of receipt of "TradingDynamics" invoice therefor.
Customer shall be responsible, and Customer shall be solely responsible for
instructing and supporting the use of the Services by Users.

4.3  "TradingDynamics" support obligations described in Section 4.2 are
contingent upon proper use of the Software consistent with documentation
provided by TradingDynamics and shall not apply if the Software is (i)
modified by any party other than TradingDynamics and to the extent that such
modification caused the error or (ii) used on or with a version of a platform
or configuration other than the configuration identified in the Customer
Order Form. TradingDynamics shall have no obligation to support; (i) altered,
damaged or modified Software or any portion of the Software incorporated with
or into other software (except software authorized by TradingDynamics as set
forth in documentation), (ii) Software that is not the then-current release
or immediately Previous Sequential Release as designated by TradingDynamics;
(iii) Software problems or other problems caused by Customer's negligence,
abuse or misapplication, or by other factors beyond the control of
TradingDynamics.  "Update" shall mean any update, enhancement, patch, bug
fix, new release or new version of Software which is made generally available
by TradingDynamics, [ILLEGIBLE] is marketed under the same product number and
nomenclature as the [ILLEGIBLE] are, and for which TradingDynamics does not
charge a separate fee.  Each Update shall be included within the term
"Software".

4.4  TradingDynamics shall deposit into escrow with a reputable third party
escrow agent (e.g. DSI, Brambics, Fort Knox) the Software and each Update, and
TradingDynamics shall for the term of this Agreement include Customer as a
third party beneficiary entitled to receive such deposits in the event of
release. Customer shall reimburse TradingDynamics for the cost of including
Customer as a beneficiary of such escrow.

5.   TERM AND TERMINATION

5.1  Subject to earlier termination as provided below, this Agreement shall
commence on the Effective Date and continue for the Term specified in the
Customer Order Form. Either party may terminate this Agreement upon thirty
(30) days notice (or ten (10) days in the case of nonpayment) if the other
party materially breaches the Agreement and fails to cure such breach within
such notice period. If Customer terminates the support services under Section
4.2 of the Agreement in the manner expressly authorized under this Agreement,
Customer shall receive a refund of the unused portion of the applicable
Telephone Hotline Support Fees (as set forth on the Order Form) paid by
Customer.

5.2  Upon termination of this Agreement by either party or naturally at the
end of the term (i) all rights of Customer (including but not limited to use
of Services and Software) and restrictions on TradingDynamics hereunder shall
terminate, and (ii) Customer will immediately return to TradingDynamics all
Software, catalogues and literature in its possession, custody or control in
whichever form held (including all copies or embodiments thereof) and will
cease using any trade marks, service marks and other designations of
TradingDynamics.  Sections 2,3, 5.3, 5.4, 6 - 10 of this Agreement shall
survive termination. Upon any termination, TradingDynamics may, but is not
obligated to, delete archived data.

5.3  Termination is not the sole remedy under this Agreement and, whether or
not termination is affected, all other remedies will remain available.
Neither [ILLEGIBLE] shall incur any liability or compensation obligation
whatsoever for any damage (including, without limitation, damage to or loss
of goodwill or investment), loss or expenses of any kind suffered or incurred
by the other (or for any compensation to the other) arising from or incident
to any termination of this Agreement by such party that complies with the
terms of the Agreement whether or not such party is aware of any such damage,
loss or expenses.

6.   WARRANTY AND DISCLAIMER

EXCEPT FOR THE WARRANTIES UNAMBIGUOUSLY AND EXPRESSLY SET FORTH IN SECTION 6
OF THIS AGREEMENT, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND
TRADINGDYNAMICS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, WITHOUT LIMITING
THE FOREGOING, NEITHER TRADINGDYNAMICS NOR ITS SUPPLIER WARRANTS THAT THE
SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES
TRADINGDYNAMICS OR ITS SUPPLIERS MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE SERVICES OR SOFTWARE.

     (a)    TradingDynamics warrants to Customer that for a period of 30 days
after delivery of the Software to Customer, the Service and Software will
operate substantially in accordance with any written specifications provided
for the Service and Software by TradingDynamics.

     (b)    TRADINGDYNAMICS YEAR 2000 READINESS DISCLOSURE AND WARRANTY.
TradingDynamics warrants to Customer that the Software is Year 2000
Compliant. "Year 2000 Compliant" shall mean that the occurrence of the year
2000 will not, by itself cause the Software to materially fail to comply with
the installation documentation provided by TradingDynamics; provided that (a)
all date data received for use by the Software is accurate and is delivered
to the Software in formats specified in the documentation, (b) all date data
generated by the Software is generated in formats defined by the documentation,
and (c) the Software shall not be obligated to provide date data for interface
functions such as screens, reports or data transmission files in any format
other than that specified in the documentation. For the avoidance of doubt,
TradingDynamics in no event makes any representation or warranty as to the
ability of Software in circumstances where data received for use by the
Software is in formats other than those defined by the documentation. The
foregoing warranty does not apply to anything, including hardware, software,
technology, database management systems and operating systems, provided by
any party other than TradingDynamics.

     (c)    TradingDynamics' warranties in this Section 6 shall not extend to
problems in the Software that result from: (i) Customer's failure to
implement all Updates issued by TradingDynamics during the warranty period;
(ii) modifications made by Customer to its operating environment that
adversely affects the Software; (iii) any alterations or additions to the
Software not performed by TradingDynamics; (iv) failures in operation of the
Software that are not reproducible in standalone form; (v) Software that is
otherwise operated in violation of this Agreement or other than in accordance
with the applicable documentation therefor; or (vi) failures which are caused
by Customer or Customer's software or other software, hardware or products
not licensed hereunder.

    (d)    FOR ANY SOFTWARE THAT DOES NOT OPERATE AS WARRANTED IN SECTIONS
6(a) or 6(b), TRADINGDYNAMICS WILL, AT ITS DISCRETION, EITHER REPAIR THE
SOFTWARE, REPLACE THE SOFTWARE OR TERMINATE THE LICENSE AND REFUND THE
RELEVANT LICENSE FEES PAID LESS A REASONABLE SUM FOR USE. THIS IS CUSTOMER'S
EXCLUSIVE REMEDY, AND TRADINGDYNAMICS' SOLE LIABILITY ARISING IN CONNECTION
WITH THE LIMITED WARRANTIES IN SECTIONS 6(a) AND 6(b).

7.   LIMITATION OF LIABILITY

           NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT WITH RESPECT TO
SECTIONS 2, 9, OR 10 OR PAYMENTS OWED TO TRADINGDYNAMICS BY CUSTOMER OR
BODILY INJURY OF A PERSON, EACH PARTY ("FIRST PARTY") AND THEIR RESPECTIVE
SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND PROPERTY
SUPPLIERS), OFFICERS, AGENTS, AFFILIATES,

                                       3
<PAGE>

REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR
LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND
CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY
OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR
INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS,
SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THE
FIRST PARTY'S REASONABLE CONTROL, EVEN IF TRADINGDYNAMICS HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (D) FOR ANY AMOUNTS THAT, TOGETHER
WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR OWED
BY CUSTOMER TO TRADINGDYNAMICS FOR THE SERVICES UNDER THIS AGREEMENT IN THE
12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. EXCEPT FOR BODILY
INJURY OF A PERSON, WITHOUT LIMITING THE FOREGOING, TRADINGDYNAMICS'
LIABILITY FOR DAMAGES FROM ANY CAUSE OF ACTION WHATSOEVER RELATING TO
TRADINGDYNAMICS' AGREEMENT TO PROVIDE SUPPORT SERVICES SHALL BE LIMITED TO
THE AMOUNT PAID BY CUSTOMER FOR THE SUPPORT SERVICES FOR THE APPLICABLE YEAR.

8.   MISCELLANEOUS

          The parties agree that they shall issue a mutually agreed upon
press release with respect to this Agreement. Notwithstanding any provision
hereof, for all purposes of this Agreement each party shall be and act as an
independent contractor and not as partner, joint venturer, or agent of the
other and shall not bind nor attempt to bind the other to any contract. If
any provision of this Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so
that this Agreement will otherwise remain in full force and effect and
enforceable. Neither this Agreement nor any rights, licenses or obligations
hereunder, may be assigned or transferred [ILLEGIBLE] Customer (by operation
of law or otherwise) without the prior written approval of TradingDynamics;
provided, however, Customer may assign this Agreement to any acquiror of all
or of substantially all of Customer's assets or business or equity
securities. TradingDynamics may transfer and assign any of its rights and
obligations under this Agreement without consent of Customer.  This Agreement
is the complete and exclusive statement of the mutual understanding of the
parties and supersedes and cancels all previous written and oral agreements,
communications and other understandings relating to the subject matter of
this Agreement, and that all waivers and modifications must be in a writing
signed by both parties. No waiver of any breach of any provision of this
Agreement shall constitute a waiver of any prior, concurrent or subsequent
breach of the same or any other provisions hereof. All notices under this
Agreement will be in writing shall be directed to the CEO and will be deemed
to have been duly given when received in person, by confirmed telecopy or
confirmed e-mail.  A party may change its address or designee for notices
upon written notice to the other party. This Agreement shall be governed by
and construed under the laws of the State of California and the United States
without regard to conflicts of laws provisions thereof and without regard to
the United Nations Convention on Contracts for the International Sale of
Goods. Headings and captions are for convenience only and are not to be used
in the interpretation of this Agreement.

9.   INFRINGEMENT

          TradingDynamics shall hold Customer harmless from damages awarded
to a third party on account of infringement by the Software of any United
States patent or copyright or trade secret, provided TradingDynamics is
promptly notified of any and all threats, claims and proceedings related
thereto and Customer furnishes to TradingDynamics, on TradingDynamics'
request, information available to Customer for such defense and sole control
over the defense and all negotiations for a settlement or compromise;
TradingDynamics will not be responsible for any settlement it does not
approve in writing. Customer shall not admit any such claim without prior
consent of TradingDynamics. In the event that the use of the Software is
enjoined on account of a suit referred to above, TradingDynamics, at its
option, shall use reasonable efforts to procure for Customer the right to
continue using the Software, or to replace or modify the Software so that it
is outside the scope of the injunction but substantially equivalent in
functionality and performance. If TradingDynamics determines that neither of
those actions is reasonably feasible, TradingDynamics shall refund to
Customer the unamortized portion of the license fee actually paid by Customer
for such Software (as amortized on a straight-line basis over one year from
the Effective Date or the beginning of the then-current term, as applicable).
The foregoing obligations of TradingDynamics do not apply with respect to
Software or portions or components thereof (i) that are not supplied by
TradingDynamics, (ii) that are made in whole or in part in accordance with
Customer specifications or as a result of Customer configurations or
implementation, (iii) that are modified by any person or entity other than by
TradingDynamics, (iv) that are combined with other products, processes or
materials where the alleged infringement relates to such combination, (v) to
the extent Customer continues allegedly infringing activity after being
provided with notified modifications that would have avoided the alleged
infringement, or (vi) where Customer's use of the Software is incident to an
infringement not resulting primarily from the Software or is not strictly in
accordance with the Agreement; Customer will indemnify TradingDynamics and
its officers, directors, shareholders, agents and employees from all damages,
settlements, attorneys' fees and expenses related to a claim of infringement
or misapropriation or defamation or violation of rights of publicity or
privacy excluded from TradingDynamics' indemnity obligation by this sentence.
The foregoing states the sole obligation and exclusive liability of
TradingDynamics, and Customer's sole remedy for any claims of intellectual
property infringement.

10.  CONFIDENTIALITY

          "Confidential Information" means the Software and all communications
concerning Customer's or TradingDynamics' business and marketing strategies,
including but not limited to, employee and customer lists, project plans,
design documents, product strategies and pricing data, research, advertising
plans, leads and sources of supply, web-based development activities, website
design and coding, web interfaces with the Software, anything (including but
not limited to testing scripts) provided by TradingDynamics, and other
information of the parties which by its nature can be reasonably expected to
be proprietary and confidential, whether it is presented in oral,
printed, written, graphic, or photographic or other tangible form (including
information received, stored or transmitted electronically) even though
specific designation as Confidential Information has not been made. Each
party shall not use or disclose the Confidential Information of the other
party, except as expressly and unambiguously provided in the Agreement. This
Section 10 shall survive any termination of the Agreement. TradingDynamics
shall have no obligation to insure or be responsible for any loss or damage to
property of any kind provided by Customer. Notwithstanding anything else to
the contrary, except as required by law or in connection with a financing,
neither partly disclose to any third party any of the terms or conditions of
this Agreement.

                                       4

<PAGE>

                                ATTACHMENT A

                              USER TERMS OF USE

-    User represents, covenants, and warrants that it will use the Services
     and Software (as defined in the Agreement) only in compliance with all
     applicable laws. With respect to TradingDynamics hosted Services,
     although TradingDynamics has no obligation to monitor the content
     provided by you or your use of the Services, TradingDynamics may do so
     and may remove any such content or prohibit any use of the Services it
     believes may be (or alleged to be) in violation of the foregoing.

-    ALL SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND TRADINGDYNAMICS AND
     ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
     BUT NOT LIMITED TO, IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS
     FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

-    NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A
     PERSON, NEITHER TRADINGDYNAMICS NOR ITS SUPPLIERS NOR AGENTS SHALL BE
     LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY
     FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
     WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT.