<PAGE>

                                                                    EXHIBIT 10.7

                          TriNet Employer Group, Inc.
                         SERVICE AGREEMENT - Exhibit A
<TABLE>
<CAPTION>

1.        PARTIES TO THE AGREEMENT.
----------------------------------
<S>                                             <C>                                      <C>

Name of Organization                            SupplierMarket.com                       TriNet Employer Group, Inc.
Address of principal place of business          1601 Trapelo Rd. 2/nd/ Floor             101 Callan Avenue 3/rd/ Floor
                                                Waltham, MA 02451                        San Leandro, CA 94977
Type of organization and state of domicile      Business to Business Internet, MA        A California corporation
</TABLE>

2.             CONSIDERATION.
----------------------------

A.             FEES TO BEGIN SERVICE

<TABLE>
----------------------------------------------------------------------------------------------------------------------
   <S>  <C>                                                                                              <C>
   1    PERFORMANCE ASSURANCE AGREEMENT.                                                                 Equal to One
        Your cash security deposit is required to begin service.                                         Pay Period
        Amount will be automatically  adjusted as your typical invoice
        changes.  Please refer to the Subscriber Service Addendum.

                                                            Please write one check for this amount.
----------------------------------------------------------------------------------------------------------------------
   2    SUBSCRIBER SET UP FEE, a one time charge to begin service.

                                                            Please write one check for this amount.      $1000
----------------------------------------------------------------------------------------------------------------------
</TABLE>

ESTIMATED INVOICE is itemized on Exhibit B.  The actual invoice will be
collected through Electronic Funds Transfer at the time of the first payroll.
The amount of your first payroll may differ from this estimate based on EMPLOYEE
enrollment decisions and confirmation of workers compensation classification and
rates by the insurer.

<TABLE>
<S>                                      <C>      <C>   <C>     <C>
PAYMENT RECEIVED FOR Start-up Fee        $ 1,000  DATE  7/1/99  BY_____________
                     ---------------------------        ------
PAYMENT RECEIVED FOR  Payroll Deposit    $27,500  DATE  7/1/99  BY_____________
                     ---------------------------        ------
</TABLE>



B.        FEES FOR CONTINUING SERVICES
--------------------------------------

<TABLE>
---------------------------------------------------------------------------------------------------------------------
     <S>    <C>                                                                                <C>
     1      ADMINISTRATIVE FEE
            is applied to gross wages each pay period in the amount of
                                                                                               ----------------------
                                                                                               $25 per check
---------------------------------------------------------------------------------------------------------------------
     2      ENROLLMENT FEE for each new or replacement hire                                    $50 waived
                                                                                               for first 20 EMPLOYEES
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Explanation of Invoice Charges:  Gross wages for your estimated invoice were
based on the information  you provided for your census of 6 EMPLOYEES  paid on a
Semi-Monthly basis.  Gross wages for actual invoices will be calculated based on
your reports to our payroll department.  Payroll Contributions include a risk
management fee of 0.7%, social security taxes at 7.65%, federal unemployment tax
at 0.8%, and state unemployment tax at 3.40%.  Workers compensation charges are
based on estimated rates and proposed classifications for each position and are
subject to confirmation and audit by the insurer.  Benefits contributions for
your estimated invoice were based on the assumptions made on Exhibit B.  Your
benefits contributions for actual invoices may vary based on EMPLOYEE
enrollment decisions.  Please refer to Financial Disclosures for additional
information.

3.        ATTACHMENTS MADE  PART OF THIS AGREEMENT.
          ----------------------------------------

<TABLE>
<CAPTION>
<S>                                               <C>
Those attachments indicated with an (X) are made part of this AGREEMENT and incorporated  herein by reference.
(X)       Exhibit B (Sample Invoice)              (X)        Electronic Funds Transfer Agreement
(X)       General Service Agreement               (X)        Performance Assurance Agreement
(X)       Subscriber Service Addendum             (X)        TriNet Guarantee
(X)       Financial Disclosures                   (X)        Subscriber Guidebook**
(X)       Schedule of Due Dates and Special Fees  (X)        EMPLOYEE  Handbook**
                                                  ( )        Strategic Recruitment Addendum
</TABLE>

**Subscriber Guidebook and EMPLOYEE  Handbook are withheld from distribution
until new subscriber orientation to leave time for customization of your company
policy selections.

EFFECTIVE  DATE AND SIGNATURES.
------------------------------

Our signatures below acknowledge that we have executed this AGREEMENT, including
the receipt of all attachments (excepting where noted by **above) and exhibits
made part of this AGREEMENT.  The commencement date of this agreement is
__________________.  Upon receipt of completed enrollments, TriNet will extend
health insurance benefits to eligible EMPLOYEES  listed on the Exhibit B,
effective the EMPLOYEE 's TriNet HIRE DATE or the 1/st/ day of the month
following this commencement date as indicated on the Company Policy Selections
Sheet.

<TABLE>
<CAPTION>
<S>               <C>                           <C>
For Client                                      For TriNet Employer Group, Inc.
Signature:        /s/ Jon Burgstone             Signature:
Name:             Jon Burgstone                 Name:
Title:            CEO                           Title:
Date signed:      July 1, 1999                  Date signed:
</TABLE>
<PAGE>

                          TriNet Employer Group, Inc.
                           GENERAL SERVICE AGREEMENT

                             1. GENERAL AGREEMENT

THIS AGREEMENT is made between TriNet Employer Group, Inc. ("TRINET") and the
Client named on Exhibit A ("CLIENT"). In consideration of fees indicated on
Exhibit A, TRINET agrees to provide to the CLIENT the outsourced human resources
services indicated on Exhibit A. TRINET and the CLIENT may agree to add other
services to this AGREEMENT, or to change the services provided by this
AGREEMENT. Such changes must be made in writing and signed by both TRINET and
CLIENT. Services proposed or discussed by either TRINET or CLIENT but not made a
part of this written AGREEMENT are not material to the performance of this
AGREEMENT. This AGREEMENT is subject to the additional terms and conditions
noted in each applicable ADDENDUM related to the services being provided and to
the following general terms and conditions. This AGREEMENT when signed by both
parties on Exhibit A is effective on the date shown on Exhibit A and
incorporates all attachments, addenda, schedules, and exhibits marked on Exhibit
A.

                            II. GENERAL WARRANTIES

A. TRINET warrants that it is free to enter into this AGREEMENT and able to
perform its obligations under this AGREEMENT, and that:

     1. Any and all representations made by TRINET to the CLIENT when entering
into this AGREEMENT or in the course of providing the services described under
this AGREEMENT are true and correct.

     2. TRINET maintains in full force and effect such insurance as required by
law or the terms of this AGREEMENT and deemed adequate by the Company to fulfill
all obligations under this AGREEMENT.

B. CLIENT warrants that it is free to enter into this AGREEMENT and able to
perform its obligations under this AGREEMENT, and that:

     1. Any and all representations made by the CLIENT when entering into this
AGREEMENT or in the course of this AGREEMENT are true and correct.

     2. CLIENT maintains in full force and effect such insurance as required by
law or the terms of this AGREEMENT and deemed adequate by the CLIENT to fulfill
all obligations under this AGREEMENT.

                           III. FEES AND PAYMENTS.

A. CLIENT agrees to pay TRINET the fees specified on Exhibit A to enter into
this AGREEMENT.

B. CLIENT accepts and agrees to pay the fees for continuing services, special
fees, and service charges specified on Exhibit A and the applicable Schedule of
Dates and Special Fees.  CLIENT acknowledges that TRINET has provided sufficient
information to explain the fees and charges which will be invoiced, agrees to
pay all invoices through electronic funds transfer. Client acknowledges
responsibility to sign the Electronic Funds Transfer Agreement attached to this
AGREEMENT as a condition precedent to entering this AGREEMENT.

C. LATE PAYMENT. A late payment charge of two (2) percent plus any additional
costs incurred by TRINET will be applied if insufficient funds are available in
CLIENT's designated account on the date of the electronic funds transfer. The
minimum late payment charge is $100, Unpaid balances are also be subject to a
periodic charge of one and one half (I and 1/2) percent per calendar month until
paid. TRINET reserves the right to suspend CLIENT's services until full payment
has been made of any amount past due.

D. TRINET will provide thirty days' prior written notice of any increase to the
fees for continuing services specified in Exhibit A, or any applicable Schedule
of Due Dates and Special Fees.

                              IV. TRADE SECRETS.

The parties acknowledge that in the performance of duties and obligations
hereunder TRINET will have access to certain financial and other proprietary
information of the CLIENT. The parties further acknowledge that this information
is the property of the CLIENT. Such information shall be considered trade
secrets and shall not be used or disclosed by TRINET for any purpose other than
to perform services covered by this AGREEMENT.

                     V. GENERAL INDEMNIFICATION AGREEMENTS

A. TRINET agrees to release, defend, indemnify and hold CLIENT harmless from any
and all potential liabilities, losses or damages (including penalties, costs,
attorney fees and liability to third parties) resulting from, related to or
arising out of any claim, action, suit or proceeding against CLIENT related to
the wrongful or negligent conduct or performance, or failure of TRINET to comply
with or perform its obligations and duties under this AGREEMENT, including
violations of any federal, state, or local statutes, laws, or regulations. This
duty to hold harmless will extend beyond the term of this AGREEMENT for events
occurring within the term of this AGREEMENT.

B. Excepting events for which TRINET has specifically assumed sole
responsibility under this AGREEMENT, CLIENT agrees to release, defend, indemnify
and hold TRINET harmless from any and all potential liabilities, losses or
damages (including penalties, costs, attorney fees and liability to third
parties) resulting from, related to or arising out of any claim, action, suit or
proceeding against TRINET which is in any way related to CLIENT's performance
under this AGREEMENT or to the actions of any EMPLOYEE , including violations of
any federal, state, or local statutes, laws, or regulations. This duty to hold
harmless will extend beyond the term of this AGREEMENT for events occurring
within the term of this AGREEMENT.

                    VI. TERM AND TERMINATION OF AGREEMENT.

A. This AGREEMENT is effective on the date shown on Exhibit A for the term
indicated in the ADDENDUM, subject to automatic continuous renewals unless
terminated by either party with thirty (30) days written notice. After notice
such termination will be effective at the end of the next calendar month. TRINET
will charge a one time fee of $100 per EMPLOYEE  if CLIENT fails to give 30 days
written termination notice of this AGREEMENT.

TriNet Employer Group, Inc. Confidential and Proprietary

                         Subscriber Initials ______ TriNet Initials ______

                                                                               2
<PAGE>

B. DEFAULT. The breach or default of any material term or condition of this
AGREEMENT by either party will cause its immediate termination, unless the non-
breaching party rejects otherwise in writing. Notwithstanding same, the non-
breaching party must provide immediate written notice of any material breach or
default.

C. Both parties agree to meet all the obligations of this AGREEMENT until the
effective date of its termination, and thereafter until any ongoing obligations
are fulfilled.

                           VII. GENERAL PROVISIONS.

A. ENTIRE AGREEMENT. This AGREEMENT constitutes the entire agreement between the
parties with respect to the subject matter and supersedes any and all
agreements, whether oral or written, between the parties with respect to its
subject matter. Failure by either party at any time to require performance by
the other party or to claim a breach of any provision of this AGREEMENT will not
be construed as a waiver of any subsequent breach nor affect the effectiveness
of this AGREEMENT, nor any part thereof, nor prejudice either party as regards
to any subsequent action.

B. MODIFICATION. This AGREEMENT may not be altered or amended except in writing.
Such changes will become effective on the date designated when the written
amendment is signed by CLIENT and TRINET.

C. SUCCESSORS. The provisions of this AGREEMENT will be binding upon and will
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, legal representatives, successors and assigns.

D. COUNTERPARTS. This AGREEMENT may be executed in several counterparts, each of
which will be deemed an original, and such counterparts will together constitute
but one and the same AGREEMENT, binding upon all the parties hereto, not
withstanding that all the parties are not signatories to the original of the
same counterpart.

E. HEADINGS. The headings of the paragraphs of this AGREEMENT are inserted
solely for the convenience of reference, and in no way define, limit, extend or
aid in the construction of the scope, extent or intent of this AGREEMENT or of
any term or provision hereof.

F. SEVERABILITY. Should any term, warranty, covenant, condition, or provision of
this AGREEMENT be held to be invalid or unenforceable, the balance of this
AGREEMENT will remain in force and will stand as if the unenforceable part did
not exist. In the event that any provision contained in this AGREEMENT is held
unenforceable by a court of competent jurisdiction, the remaining provisions
continue and, in the event that portion of any provision is held unenforceable,
the remaining portion of such provision will nevertheless be carried into
effect.

G. ENFORCEMENT. In the event that a dispute arises between the parties hereto
relating to the terms of this AGREEMENT, either party may serve notice that it
desires to have the dispute mediated by a mediator selected in accordance with
the procedures of the Federal Mediation & Conciliation Service, or as agreed by
the parties to the dispute. Once elected, the parties must allow a minimum of
sixty (60) days to resolve the dispute though mediation in Alameda County,
California. If the dispute is not resolved through mediation, either party to
the dispute may elect to arbitrate the dispute. If the dispute is not resolved
within thirty (30) days of such election, then the dispute will be resolved by a
committee of arbitrators (one appointed by TRINET, one appointed by CLIENT, and
one appointed by the two so appointed), The arbitrators will abide by the rules
of the American Arbitration Association and their decision will be final and
binding on both parties. Judgment may be obtained on the award in any court of
competent jurisdiction.

H. CHOICE OF LAW. This AGREEMENT will be governed by and construed in accordance
with the laws of the State of California and jurisdiction will rest with
applicable California courts. Both parties acknowledge the personal jurisdiction
of the courts in and for Alameda County, California and acknowledge and agree to
service and service of process from the courts in and for Alameda County unless
the parties mediate or arbitrate their dispute as provided above. The parties
agree and hereby irrevocably submit any suit, action or proceeding arising out
of or related to this AGREEMENT or any of the transactions contemplated by this
AGREEMENT to the jurisdiction and venue of the United States District Court for
the Northern District of California or the jurisdiction and venue of any court
located in Alameda County and waive any and all objections to jurisdiction and
venue.

I. ATTORNEY'S FEES. The prevailing party in any enforcement action arising in
respect to this AGREEMENT shall be entitled to recover from the other party all
costs of such enforcement action including, without limitation, attorney's fees,
court costs, and related expenses.

J. WAIVER. The failure of any party to enforce at any time the provisions of
this AGREEMENT will not be construed as a waiver of any provision or of the
right of such party thereafter to enforce each and every provision of this
AGREEMENT.

K. ASSIGNMENT. Neither party may assign this AGREEMENT or its rights and duties
hereunder, without the prior written consent of the other party.

L. NOTICES. Any notice, request, demand, or other communication required or
permitted hereunder will be deemed to be properly given when deposited in the
United States Postal Service, postage prepaid, or when deposited with a public
telegraph company, courier or overnight mail service for transmittal, charges
prepaid and addressed:

     1. In the case of TRINET, to TRINET Employer Group, Inc., 101 Callan
Avenue, Third Floor, San Leandro, CA 94577 or to such other person or address as
TRINET may furnish to CLIENT.

     2. In the case of CLIENT, to the address shown on Exhibit B or to such
other person or address that as CLIENT may furnish to TRINET.

TriNet Employer Group, Inc. Confidential and Proprietary

                         Subscriber Initials ______ TriNet Initials ______

                                                                               3
<PAGE>

                             TriNet Employer Group
                         SUBSCRIBER SERVICE ADDENDUM

                  I.  PROFESSIONAL EMPLOYER SERVICE AGREEMENT

A. As a Professional Employer Organization (PEO), TRINET agrees to assume from
the SUBSCRIBER certain employer responsibilities and liabilities defined in this
AGREEMENT and limited by the indemnification provisions herein. TRINET therefore
reserves the right to hire on our payroll, determine compensation and benefits,
assign, remove, and terminate EMPLOYEES , as defined below, with reasonable
notice to SUBSCRIBER.

B. TRINET RESPONSIBILITIES. TRINET is the employer of the EMPLOYEES serviced
under this AGREEMENT for the following purposes and assumes full responsibility
and liability for:

     1. Paying wages, as reported by SUBSCRIBER, through TRINET'S payroll.

     2. Administering and paying payroll taxes, including federal, state and
local income tax withholding, Social Security, federal and state unemployment
taxes, and disability insurance.

     3. Obtaining coverage, enrolling EMPLOYEES , paying related premiums, and
administering workers compensation insurance and EMPLOYEE  benefit plans.
Coverage under the plans is subject to applicable regulations, qualified plan
documents, and the approval of plan providers.

     4. Maintaining required employment, payroll and benefit records, with the
exception of EMPLOYEE  records of hours worked which the SUBSCRIBER is
responsible to verify and retain, and filing related reports required by
regulatory agencies.

     5. Developing and maintaining standard personnel policies, forms, and
procedures which meet regulatory requirements. TRINET will also assist
SUBSCRIBER in modifying any SUBSCRIBER policies to conform to TRINET policies or
regulatory requirements.

C. SUBSCRIBER RESPONSIBILITIES. SUBSCRIBER is the employer of the EMPLOYEES
serviced under this AGREEMENT for the following purposes and acknowledges full
responsibility and liability for:

     1. SUPERVISION. SUBSCRIBER agrees to be responsible for the day-to-day
supervision, direction and control of EMPLOYEES . SUBSCRIBER will verify skills
and references and determine employment eligibility of EMPLOYEES . In
supervising EMPLOYEES , SUBSCRIBER agrees to follow the policies and procedures
contained in TRINET's Subscriber Guidebook and EMPLOYEE  Handbook, which may be
revised from time to time with reasonable notice to SUBSCRIBER. TRINET assumes
no responsibility for liabilities, losses, or damages resulting from
SUBSCRIBER's failure to follow TRINET policies and procedures, to request or
follow TRINET's EMPLOYEE relations guidance, or to properly supervise
EMPLOYEES.

     2. TIME RECORDS. SUBSCRIBER agrees to maintain EMPLOYEE records of actual
time worked and verify the accuracy of wages reported to and paid by TRINET.

     3. INCENTIVE STOCK OPTIONS. TRINET acknowledges that any individual
assigned to SUBSCRIBER locations will be an EMPLOYEE  of the SUBSCRIBER for the
purposes of determining whether such persons are qualified to receive incentive
stock options pursuant to the Internal Revenue Code and applicable law. TRINET
agrees from time to time to take all actions, or to refrain from taking any
action as may be permitted hereunder, in each case as may be deemed necessary or
advisable by the SUBSCRIBER to ensure that such EMPLOYEES  qualify to receive
incentive stock options under the Internal Revenue Code or other applicable
laws, As such, TRINET agrees that it will not grant stock options to any
individual who renders services exclusively to a SUBSCRIBER.

     4. INTELLECTUAL PROPERTY. TRINET acknowledges that SUBSCRIBER may enter
into an EMPLOYEE  Invention Assignment and Confidentiality Agreement with any
EMPLOYEE. Furthermore, the parties acknowledge that any EMPLOYEE  will be an
EMPLOYEE  of SUBSCRIBER for the purpose of establishing rights to any and all
inventions, including but not limited to, improvements, designs, original works
of authorship, formulas, processes, compositions of matter, computer software
programs, databases, mask works and trade secrets ("Inventions") made or
conceived by such EMPLOYEE. SUBSCRIBER and TRINET further acknowledge and agree
that all rights to any patent, patent application, copyright, mask works, trade
secrets, or intellectual property or any interest in any Invention shall be
unaffected by this AGREEMENT. Nothing about this AGREEMENT shall create in
TRINET any such rights or interests in any Invention now or in the future.

     5. LICENSE REQUIREMENTS. If any EMPLOYEE  performs duties subject to
professional regulation or is required to be licensed or to be supervised by a
licensed professional person or entity, SUBSCRIBER acknowledges sole
responsibility for verifying such license or providing such required
supervision. SUBSCRIBER acknowledges sole responsibility to exercise direction
and control sufficient to ensure compliance with applicable licensing
regulations and professional standards.

     6. RETIREMENT PLAN. SUBSCRIBER acknowledges that TRINET does not provide a
retirement plan for EMPLOYEES . If SUBSCRIBER provides a retirement plan, the
plan will be in SUBSCRIBER's name. TRINET's sole responsibility with respect to
the plan will be to make necessary deductions from the paychecks of
participating EMPLOYEES , to make calculations for employer contributions as
defined by SUBSCRIBER, and to remit funds with supporting data to the
administrator appointed by the SUBSCRIBER. SUBSCRIBER agrees to provide TRINET
with appropriate documentation supporting each participating EMPLOYEE 's consent
to the deduction and the amount of any SUBSCRIBER contribution. SUBSCRIBER
specifically acknowledges that SUBSCRIBER, and SUBSCRIBER alone, is responsible
for any SUBSCRIBER-sponsored plan's compliance with applicable laws, statues,
and regulations, including participation standards and non-discrimination
testing and compliance. SUBSCRIBER further acknowledges its sole fiduciary
responsibility for the plan.

     7. ACCRUED BENEFITS, SUBSCRIBER agrees to pay for any benefits earned but
not paid to or for EMPLOYEES  upon termination of their employment with TRINET,
including (but not limited to) unused vacation leave and premiums payable for
EMPLOYEE  benefit plans through the of the month in which the EMPLOYEE  was
terminated.

     8. AMERICANS WITH DISABILITIES ACT (A.D.A.) SUBSCRIBER acknowledges sole
responsibility for insuring that facilities where EMPLOYEES  are assigned permit
access to handicapped individuals. SUBSCRIBER acknowledges sole responsibility
for providing reasonable accommodations required by the A.D.A. to any person who
may be handicapped, disabled, or perceived as being handicapped or disabled.
TRINET's sole responsibility with respect to A.D.A. is to provide information
and guidance to assist SUBSCRIBER with compliance.

TriNet Employer Group, Inc. Confidential and Proprietary

                    Subscriber Initials  ______ TriNet Initials ______

                                                                               4
<PAGE>

     9.  WARN ACT. SUBSCRIBER acknowledges sole responsibility for compliance
with all requirements of the Worker Adjustment and mining Notification (WARN)
Act. TRINET assumes no liability from the SUBSCRIBER in the event of an
occurrence which triggers the Act, excluding any condition of SUBSCRIBER which
could fit the definition of financial distress under the Act; the filing by
SUBSCRIBER of any petition for reorganization or bankruptcy; or the closing by
SUBSCRIBER of any facility or operation where EMPLOYEES  are assigned or for
which services are performed by EMPLOYEES. TRINET's sole responsibility with
respect to WARN is to provide information and guidance to assist SUBSCRIBER with
compliance.

     10. UNION ACTIVITIES. SUBSCRIBER agrees to immediately notify TRINET in the
event SUBSCRIBER becomes aware of any union organizing activity at client's work
site. This AGREEMENT does not provide for services related to union organizing
drives, nor does it include an obligation on the part of TRINET to formulate
SUBSCRIBER's response to union organizing activity. TRINET agrees to assist
SUBSCRIBER as to any information related to EMPLOYEE  wage histories or
personnel records. SUBSCRIBER is obligated to comply with all requirements
imposed under the National Labor Relations Act and the Labor Management
Relations Act.

     11. INDEPENDENT CONTRACTORS. SUBSCRIBER agrees to disclose any separate
agreements with Independent Contractors. Such agreements should include
acknowledgment that the Independent Contractor is specifically excluded from any
benefit under this agreement. SUBSCRIBER is solely responsible for ensuring that
Independent Contractor arrangements are not construed or found to be employment,
and agrees to indemnify TriNet if any Independent Contractor claims any benefit
under this agreement.

     12. CONTRACT OR TEMPORARY EMPLOYEES. If SUBSCRIBER obtains temporary
personnel from any temporary or contract staffing firm as such persons are
specifically excluded from any benefit under this agreement. SUBSCRIBER agrees
to: a) notify TriNet of such arrangements, b) verify that the staffing firm has
workers compensation coverage; c) indemnifies TriNet if any contract or
temporary EMPLOYEE  claims any benefit under this agreement.

     13. PLACEMENT FEE. If SUBSCRIBER hires a TriNet corporate EMPLOYEE,
SUBSCRIBER shall pay TriNet a placement fee of $25,000.

D. SHARED RESPONSIBILITIES. TRINET and SUBSCRIBER agree to share employer
responsibility, as defined below, for:

     1.  WORKPLACE SAFETY. Insofar as a dual employment relationship exists for
the EMPLOYEES serviced under this AGREEMENT, this section describes the rights
and duties of TRINET as the general or primary employer and SUBSCRIBER as the
work site or secondary employer with regard to workers compensation insurance
and workplace safety. Nothing contained in this AGREEMENT will relieve
SUBSCRIBER of its obligations to maintain a safe work place.

     a.  TRINET will be responsible for the following duties: maintain workers
compensation insurance for all EMPLOYEES at SUBSCRIBER's location(s); develop a
written safety plan; confirm that new EMPLOYEES receive necessary information
and training about workplace safety; provide EMPLOYEES with information on
reporting workplace safety hazards, unsafe work practices, and work-related
injuries or losses; manage the administration of any and all claims for a work-
related injury or illness; comply with federal or state regulations concerning
reporting of claims; provide legally required notices for posting at
SUBSCRIBER's location(s); take reasonable steps to monitor the SUBSCRIBER's
compliance with written safety plans, policies, and procedures, and with federal
or state safety regulations; take any and all reasonable steps to attempt to
abate any safety violation which becomes known to TRINET.

     b.  TRINET will have the following rights related to the duties listed
above: inspect or arrange for safety inspection of SUBSCRIBER's premises and
equipment; issue reasonable or legally required safety directives to increase
the safety of SUBSCRIBER's work place or to abate work place hazards that become
known to TRINET; be present to assist SUBSCRIBER if notified of an OSHA (or
similar state agency) inspection; remove any EMPLOYEE from SUBSCRIBER's location
if such EMPLOYEE is deemed by TRINET to be exposed to an imminent safety hazard
which becomes known to TRINET; deny employment to or terminate any EMPLOYEE
deemed by TRINET to present an unreasonable safety risk to other EMPLOYEES at a
SUBSCRIBER's location. In no event will the exercise or the non-exercise of
these rights, alone or in combination, affect the indemnifications contained in
this AGREEMENT or the SUBSCRIBER's obligations to TRINET and the EMPLOYEES.

     c.  SUBSCRIBER will have the following obligations regarding work place
safety: train EMPLOYEES regarding the safe performance of their work, including
personal protective equipment and handling or use of hazardous materials; take
whatever steps are necessary to ensure EMPLOYEES comply with safety rules,
regulations, policies, and procedures, and to maintain a safe work place; comply
at SUBSCRIBER's own expense with all reasonable or legally required safety
directives from TRINET, TRINET's workers compensation insurer, or any government
agency having jurisdiction over work place health and safety; provide required
personal protective equipment; maintain a list of known hazardous materials and
Material Safety Data Sheets as required by law; comply with requirements
documented in SUBSCRIBER's written safety plan; permit the safety inspection of
SUBSCRIBER's workplace by TRINET or TRINET's workers compensation insurer or
representatives; notify TRINET immediately in the event of any work-related
injury, illness, or accident; send a copy to TRINET of any written notices
regarding an OSHA (or similar state agency) inspection or citation; post notices
provided by TRINET as required by law.

2. COBRA.

     a.  SUBSCRIBER and TRINET will share employer responsibilities for the
purpose of COBRA health care coverage continuation requirements under the
Internal Revenue Code. If this AGREEMENT. is terminated for any reason,
SUBSCRIBER will be solely responsible for replacing health care coverage for
EMPLOYEES. If SUBSCRIBER fails to provide such health care coverage, TRINET
will be obligated to extend continuation of TRINET's health care coverage for
which SUBSCRIBER will pay TRINET a one-time fee of $500 per COBRA continuant.
This fee does not apply to individual EMPLOYEE terminations which do not occur
in the context of termination of this AGREEMENT.

     b.  SUBSCRIBER further agrees to notify TRINET as soon as SUBSCRIBER
becomes aware any of the following qualifying events which trigger COBRA
eligibility for EMPLOYEES and their eligible family members: death, termination
or reduction of hours, divorce or legal separation, Medicare entitlement,
dependent child changing status, or bankruptcy of SUBSCRIBER. TRINET will be
obligated to extend continuation of its health care coverage upon notice of such
an event. SUBCRIBER's failure to notify TRINET upon becoming aware of a
qualifying event will result SUBSCRIBER becoming liable for any and all costs or
penalties that may be incurred by TRINET resulting from failure to offer
continuation of age as required.

     c.  TRINET assumes no responsibility for and can provide no coverage or
services to any former EMPLOYEES  of the SUBSCRIBER, or their dependents, to
whom SUBSCRIBER has provided COBRA health care continuation coverage under its
former health benefit plan.

TriNet Employer Group, Inc. Confidential and Proprietary

                         Subscriber Initials  ______ TriNet Initials ______

                                                                               5
<PAGE>

               II. ADDITIONAL WARRANTIES, TERMS, AND DEFINITIONS

C. ADDITIONAL TERMS AND DEFINITIONS.

     1.  SUBSCRIBER: The CLIENT organization named on Exhibit A.

     2.  EMPLOYEE(S): Individuals serviced under this AGREEMENT and assigned to
SUBSCRIBER for the purpose of providing the services or producing the products
for which the SUBSCRIBER is in business.  EMPLOYEES  are paid under TRINET's
payroll by TRINET (as general employer) and perform work for SUBSCRIBER (as
special or work site employer) under the SUBSCRIBER's supervision.  EMPLOYEES
must comply with application procedures before being accepted as EMPLOYEES  and
eligible for any benefit under this AGREEMENT.

D. ADDITIONAL SUBSCRIBER WARRANTIES.

     1. There are no actual or potential liabilities of any kind for prior
wages, taxes, benefits, or other obligations which may be owed to or for any
EMPLOYER to be serviced by this AGREEMENT.

     2. There are no undisclosed claims, actual or potential, against the
SUBSCRIBER involving unemployment, disability, workers compensation, benefits
eligibility, wage and hour violations, OSHA or safety citations, unfair labor
practices, wrongful termination, harassment, discrimination, or any other
employment-related liabilities of any kind.

     3. There are no undisclosed collective bargaining agreements covering any
EMPLOYEE at SUBSCRIBER's location(s) nor, to SUBSCRIBER's knowledge is there
any current union organizing activity taking place.

     4. Any retirement plan SUBSCRIBER sponsors for EMPLOYEES complies with all
applicable provisions of the Internal Revenue Code and ERISA regulations.

                       III. ADDITIONAL FEES AND PAYMENTS

E. SUBSCRIBER is required to maintain a PERFORMANCE ASSURANCE AGREEMENT (PAA) in
the amount of one average invoice to guarantee performance of SUBSCRIBER's
obligations under this AGREEMENT. The PAA may be funded with a cash security
deposit to a trust account, or with acceptable non-cash alternatives including a
letter of credit, liquid securities, or a surety bond. Cash security deposits
will be returned when a non-cash alternative has been executed. Cash security
deposits will be adjusted on SUBSCRIBER's regular invoice as SUBSCRIBER's
average payroll changes. Non-cash alternatives must be increased upon notice. If
you fail to pay TRINET any invoice when due, TRINET will apply the PAA to the
amount due. In such circumstances, you must replenish the PAA to its previous
level before the next payroll is due. TRINET will refund or release the PAA
within thirty days after the effective date of termination of this AGREEMENT,
provided no unfulfilled obligations are outstanding.

F. TRINET will invoice SUBSCRIBER on each regular or special payroll for the
Service Fees and regular payroll charges specified on Exhibit A and TRINET's
Schedule of Due Dates and Special Fees. In addition we will invoice any optional
human resources services requested by SUBSCRIBER not included in your regular
Service Fee, such as training, job descriptions, pre-employment, tests, etc.

G. Contribution rates for payroll taxes, workers compensation, and benefit plans
are subject to change retroactively or without notice by regulators or plan
providers. In such cases, TRINET shall notify the SUBSCRIBER as soon as TRINET
learns of such changes, and SUBSCRIBER contribution rates will be changed on the
effective date of such changes.

       V. ADDITIONAL INDEMNIFICATION AGREEMENTS AND INSURANCE PROVISIONS

C. AUTOMOBILE LIABILITY. TRINET assumes no liabilities which may arise out of
the operation of any vehicle or any other equipment controlled, owned, operated,
or maintained by or for the benefit of the SUBSCRIBER, or operated by any
EMPLOYEE. SUBSCRIBER agrees to keep in full force and effect at all times during
the term of this AGREEMENT comprehensive automobile liability insurance covering
all owned, hired, and non-owned vehicles with a minimum limit of One Million
Dollars ($1,000,000) per occurrence, and uninsured motorist insurance with a
minimum combined single limit of Sixty Thousand Dollars ($60,000). SUBSCRIBER
agrees to cause its insurance carrier to name TRINET as an additional named
insured on SUBSCRIBER's policy. SUBSCRIBER will provide TRINET with
certificate(s) of insurance evidencing such coverage and providing for thirty
(30) days' notice to TRINET in the event of cancellation. SUBSCRIBER agrees to
file against such policy exclusively with respect to any claim for damages.
SUBSCRIBER agrees to defend TRINET, or to cause its insurance carrier to defend
TRINET, against any and all liabilities of any kind, including costs and
attorneys fees, arising out of any such claim.

D. GENERAL LIABILITY. SUBSCRIBER is required for its own protection to secure
all usual and customary forms of liability insurance that SUBSCRIBER would deem
essential if the EMPLOYEES were the EMPLOYEES solely of SUBSCRIBER. EMPLOYEES
will be deemed the EMPLOYEES of the SUBSCRIBER for the purposes of this
insurance. Except as specifically defined under this AGREEMENT, TRINET assumes
no liabilities which may arise out of the SUBSCRIBER's operations or the actions
of EMPLOYEES . SUBSCRIBER agrees to keep in fall force and effect at all times
during the term of this AGREEMENT, a comprehensive general liability insurance
policy with a minimum combined single limit of One Million Dollars ($1,000,000)
including bodily injury, property damage, completed operations, products
liability, contractual liability, and personal injury liability. SUBSCRIBER
agrees to cause its insurance carrier to name TRINET as an additional named
insured on SUBSCRIBER's policy. SUBSCRIBER will provide TRINET with
certificate(s) of insurance evidencing such coverage and providing for thirty
(30) days' notice to TRINET in the event of cancellation. SUBSCRIBER agrees to
file against such policy exclusively with respect to any claim for damages.
SUBSCRIBER agrees to defend TRINET, or to cause its insurance carrier to defend
TRINET, against any and all liabilities of any kind, including costs and
attorneys fees, arising out of any such claim.

TriNet Employer Group, Inc. Confidential and Proprietary

                         Subscriber Initials  ______ TriNet Initials ______

                                                                               6
<PAGE>

E. PROFESSIONAL LIABILITY. If usual and customary for the business conducted by
the SUBSCRIBER, SUBSCRIBER agrees to keep in full force and effect at all times
during the term of this AGREEMENT appropriate malpractice, errors and omissions,
or professional liability insurance with a minimum limit of One Million Dollars
(S1,000,000) covering the SUBSCRIBER and all EMPLOYEES. EMPLOYEES will be
deemed the EMPLOYEES of the SUBSCRIBER for the purposes of this insurance.
SUBSCRIBER agrees to cause its insurance carrier to name TRINET as an additional
named insured on SUBSCRIBER's policy. SUBSCRIBER will provide TRINET with
certificate(s) of insurance evidencing such coverage and providing for thirty
(30) days' notice to TRINET in the event of cancellation. SUBSCRIBER agrees to
file against such policy exclusively with respect to any claim for damages.
SUBSCRIBER agrees to defend TRINET, or to cause its insurance carrier to defend
TRINET, against potential liabilities, losses or damages (including penalties,
costs, attorney fees and liability to third parties) arising out of any claim
involving professional liability or malpractice of any kind.

F. EMPLOYMENT PRACTICES LIABILITY. TRINET does not furnish insurance to the
SUBSCRIBER for employment practices liability. In the event of a claim against
the SUBSCRIBER alleging wrongful termination, harassment, discrimination,
failure to accommodate, retaliation, or any other unlawful employment practice,
SUBSCRIBER will immediately notify TRINET. TRINET will assist SUBSCRIBER in
investigating and responding to such claim unless such claim arose out of the
SUBSCRIBER's failure to follow TRINET policies, procedures, or guidance, in
which case SUBSCRIBER shall hold TRINET harmless against any and all potential
liabilities, losses or damages (including penalties, costs, attorney fees and
liability to third parties). TRINET assumes no liability which may arise out of
the SUBSCRIBER's independent management decisions, actions, or non-actions
concerning EMPLOYEES.

G. EMPLOYEE DISHONESTY. TRINET does not furnish insurance to the SUBSCRIBER and
assumes no responsibility for liabilities, losses, or damages resulting from
EMPLOYEE dishonesty. If any EMPLOYEE is required to deal with confidential
information, cash, or high value items when performing duties for the
SUBSCRIBER, SUBSCRIBER acknowledges sole responsibility to maintain adequate
supervision, procedures, and controls for such activities and to obtain such
bonding or fidelity insurance as SUBSCRIBER would deem necessary if the
EMPLOYEES were the EMPLOYEES solely of SUBSCRIBER.

H. SUBSCRIBER agrees to hold TRINET harmless and indemnify it against all claims
for wages earned prior to this AGREEMENT by any and all EMPLOYEES. Any and all
back wages awarded to an EMPLOYEE as a result of such claims will be paid by
SUBSCRIBER and not TRINET, or if required to be paid by TRINET, SUBSCRIBER will
reimburse TRINET for all costs or damages (including penalties, costs, attorney
fees and liability to third parties).

                VI. ADDITIONAL TERM AND TERMINATION PROVISIONS

     The term of this AGREEMENT is one year, subject to continuous automatic
renewals as specified in the General Agreement.

E. CLIENT agrees to pay TRINET for unpaid accrued benefits including (but not
limited to) benefit plan premiums for all enrolled EMPLOYEES through the end of
the month in which this AGREEMENT is terminated. CLIENT also agrees to fulfill
the COBRA obligations defined under section I.D.2 above.

F. In the event of default on any payment required under this agreement,
including, without limitation, timeliness, sufficiency, and good and clear
funds, TRINET shall issue no payroll checks to any shareholder, owner, or
officer who holds more than 5% of the SUBSCRIBER's outstanding shares, or any
controlling person, which is defined as any person who had or should have had
knowledge of SUBSCRIBER's financial condition, and was in a position to affect
the incursion of any additional debt or in a position to impair or enable
SUBSCRIBER's compliance with this AGREEMENT.


TriNet Employer Group, Inc. Confidential and Proprietary

                         Subscriber Initials  ______ TriNet Initials ______

                                                                               7
<PAGE>

                             TriNet Employer Group
                             FINANCIAL DISCLOSURES

COMPARING THE TOTAL COST OF OUR SERVICES:

When comparing the cost of TriNet's comprehensive services to the cost of other
alternatives, consider the following: TriNet costs include: one-time set up fee
to begin service; one-time enrollment fee for each new hire; administrative fees
charged with each payroll; special fees for expediting services or optional
services you request that are not included in your service level; risk
management fees; cash security deposit (or alternative); differentials between
your billing rate and our cost rate on certain employer contributions; fees for
our Strategic Recruitment Services, if used; and the cost of the time of people
on your staff who coordinate your communications with us.

Costs of other alternatives include: cost of your in-house human resources
staff; cost of human resources consultants; cost of routine legal counsel on
employment matters; cost of payroll service; the differential between the rates
you would pay as an individual employer and TriNet's group rates for benefit
plans and workers' compensation insurance; cost of obtaining and maintaining
posters, forms, EMPLOYEE  Handbooks, personnel files, and a Human Resource
Information System; costs of alternative methods of recruitment; cost of
accounting time to pay multiple vendors; and the cost of the time of people on
your staff who coordinate communications with multiple vendors.

To facilitate an analysis of comparable costs, please request our detailed cost
comparison worksheet (also available as an Excel spreadsheet).

INVOICE CATEGORIES:

Most subscribers choose our standard invoice format which provides summary
totals for the following categories of charges billed per
EMPLOYEE :

Gross Wages - total of salaries, bonuses, commissions, and other earnings
including any Benefits Supplements or Benefits Allowances paid to all EMPLOYEES
we service for you.

Employer Taxes and Contributions - total charges for employer services handled
by TriNet, including charges for federal, state, and
local payroll taxes; TriNet's administrative fees for services and risk
management fees for transferring part of your employer liability
to TriNet; miscellaneous charges such as enrollment fees for new hires.

Workers Compensation - total of your charges for workers compensation insurance.

Benefits - total of your contributions toward health, dental, and vision plans
(unless you fund EMPLOYEE  benefits with a Benefits
Supplement, which is part of Gross Wages) plus your costs for group life and
disability and any contribution you make to a retirement
plan.

You may also see itemized at the bottom of your invoice special fees such as
express delivery charges, adjustments to your trust deposit or the cost of
optional services that are not included in your service level,

BILLING PRACTICES:

Social Security and Medicare taxes:

We charge the federal rate for social security taxes up to the annual earnings
limit for each EMPLOYEE , and for Medicare taxes, which do not have an earnings
limit. Your charges will not match EMPLOYEE  tax deductions when their taxable
wages are reduced by pre-tax earnings.

Unemployment taxes:

We charge the federal rate for federal unemployment taxes (FUTA) up to the
earnings limit, In states which also have state unemployment taxes (SUI), we
normally charge the standard rate for a new or unrated company, up to the
earnings limit. In some states, your charges may be based on your individual
experience rating.

Workers compensation insurance:

We normally charge the "manual rates" established by your state for new
companies with your industry classification. However, in
some states, your rates may be subject to adjustment based on your company's
individual experience rating or other regulatory provisions.


TriNet Employer Group, Inc. Confidential and Proprietary

                         Subscriber Initials  ______ TriNet Initials ______

                                                                               8
<PAGE>

                    SCHEDULE OF DUE DATES AND SPECIAL FEES

<TABLE>
<CAPTION>
REGULAR PAYROLL:
<S>                                                                                    <C>
Your payroll worksheet is due at TriNet before 10 am. 3 days before
the check date. Please refer to "Your Payroll Schedule, available
from your Payroll Coordinator.
     Expediting fee for late payroll report                                                $   75
     Expediting fee for late changes to payroll, each change                               $   15
     Expediting fee for pay change reported less than 7 days before check date             $   15
     Overnight delivery to your main location                                           No charge
     Overnight delivery to additional locations, each location                             $   10

SPECIAL CHECKS:

     Expediting fee for replacing lost or misplaced check                                  $   15
     Bank Stop Payment Fee for lost/misplaced check                                        $   10
     Expediting fee for unscheduled check                                                  $   15
     Overnight delivery                                                                    $   10
     Special fee for reviewing relocation or other taxable fringe benefits                 $   50

NEW HIRES:

Report new hires to TriNet on or before the EMPLOYEE 'S first day of work using
our Pre-Hire Worksheet, the W4, and 1-9 forms. TriNet cannot add EMPLOYEES to
our payroll without these documents.

If we do not receive them within three days of your hire date, TriNet's hire
----------------------------------------------------------------------------
date (and benefits start date) will be the date we receive the documents.
-------------------------------------------------------------------------

     Expediting fee for each new hire not reported within 3 days of hire                   $   15
     Special fee for criminal record searches, each courthouse checked                     $   25
     Special fee for background checks (Credit, DMV, Educational, Licenses, etc.)          $   25
     Special fee for drug screening                                                        $  100
     Special fee for foreign nationals working in the U.S. per year                        $  150
     Special fee for U.S. citizens working abroad per year                                 $  300
     Special fee for local nationals working abroad per instance                              TBD

TERMINATIONS:

Most states require payment of all accrued earnings on the EMPLOYEE 's
last work day. Report termination information to TriNet at least three
days before last work day.
     Termination checks, with 3 days lead time                                          No charge
     Expediting fee for termination checks with less than 3 days lead time                 $   15
     Overnight delivery                                                                    $   10

SPECIAL MANAGEMENT REPORTS:

TriNet offers a wide variety of scheduled management reports each payday,
quarterly, and annually, most at no extra charge, We can also custom-design
reports to your specifications. Discuss your needs with your payroll
coordinator or your human resource steam.
     Expediting fee for unscheduled management reports                                     $   75
     Overnight delivery                                                                    $   10
     Special fee for custom management report design, minimum                              $  380

SPECIAL FEES FOR RETIREMENT PLANS:

TriNet will process your payroll deductions, payments to your administrator, and
provide standard reports at no extra charge.
     Set up fee for retirement plan, preferred administrator                            No charge
     Set up fee for retirement plans, non-preferred administrator                          $1,000
     Special remittance or report requirements                                      Request quote
</TABLE>

                                                                               9
<PAGE>

                          TriNet Employer Group, Inc.

                      ELECTRONIC FUNDS TRANSFER AGREEMENT

Subscriber: SupplierMarket.com

Subscriber's Bank Name: ____________________________________________________

Bank Address: ____________________________________________________

Account Number: ____________________________________________________


1. This AGREEMENT authorizes TRINET to charge, through electronic funds transfer
and/or Automated Clearing House (ACH), the checking account indicated above
subject to the following restrictions and procedures:

     a. At the close of a payroll period SUBSCRIBER will report to TRINET the
hours and/or earnings for which EMPLOYEES are to be paid through TRINET'S
payroll.

     b. TRINET will process payroll based upon the reported hours/earnings and
prepare an invoice of charges. The invoice total will be communicated to
SUBSCRIBER by phone, FAX or E-mail at least two days prior to the effective date
that pay checks are to be issued. At the time the amount of the invoice is
communicated by TRINET, SUBSCRIBER may request additional detail on breakdown of
the charges but such request will not delay the initiation of a funds transfer
for SUBSCRIBER to pay TRINET's invoice unless such a delay is approved by
TRINET.

     c. TRINET Will be authorized to charge SUBSCRIBER's designated account for
the invoice total the day prior to the effective date that pay checks are to be
issued. TRINET will also initiate direct deposits to individual EMPLOYEE bank
accounts as authorized by the EMPLOYEE.

     d. The amount of TRINET'S charge to SUBSCRIBER's designated account is
limited to the invoice total that has been communicated in advance by TRINET.

2. SUBSCRIBER reserves the right to revoke this AGREEMENT with 15 days written
notice. However, revocation of this AGREEMENT may result in the termination of
direct deposit privileges for EMPLOYEES of SUBSCRIBER, and may, at TRINET'S
option, be considered cause to terminate delivery of any further services to
SUBSCRIBER.

Authorized Signature and Title

Name: Patrick Mullein


___________________________________________ Date __________________

____   Voided check must be attached

                                                                              10
<PAGE>

                          TriNet Employer Group, Inc.

                        PERFORMANCE ASSURANCE AGREEMENT

This agreement is made by and between TRINET Employer Group, Inc (TRINET), Sanwa
Bank of California (TRUSTEE), and the SUBSCRIBER set forth on the following
page.

A. TRINET provides services to SUBSCRIBER on an ongoing basis under a separate
agreement. Under the terms of that agreement, SUBSCRIBER is required to pay to
TRINET a service fee which represents the cost of providing employer services.

B. TRINET requires that SUBSCRIBER place an amount equal to one typical pay
period's service fee on deposit to secure SUBSCRIBER's performance under the
service agreement.

C. SUBSCRIBER desires to place funds representing the prepayment with TRUSTEE to
be held in trust for the sole purpose of securing the performance of its
obligations under that service agreement. NOW THEREFORE:

          1.   TRANSFER OF FUNDS. SUBSCRIBER hereby places the sum set forth on
the following page with TRUSTEE and TRUSTEE accepts the deposit for the purposes
of this trust.

          2.   DISTRIBUTION OF TRUST FUND EARNINGS. The trust fund principal
will be held by the TRUSTEE for the sole purpose of securing the obligations of
SUBSCRIBER(s) under a separate service agreement. TRINET will at all times be
entitled to receive on demand all accumulated interest and earnings from such
principal sums. At the request of TRINET, TRUSTEE will periodically distribute
to TRINET the accumulated interest on earnings. However, no distribution of
trust fund earnings or accumulated interest will be made if such distribution
would cause the market value of the trust fund to fall below one hundred percent
(100%) of the dollar amount of the trust fund deposits made by SUBSCRIBER(s).

          3.   DISTRIBUTION OF TRUST FUND DEPOSITS. Upon receipt of written
instructions from TRINET, TRUSTEE will disburse the trust fund deposits of
SUBSCRIBER(s) as follows:

          (a)  Disbursement to SUBSCRIBER(s) may be made immediately upon
receipt of such instructions.

          (b)  Disbursement to TRINET maybe made ten (10) days after written
notice of the proposed disbursement given to SUB SCRIBER(s) by TRUSTEE.

          4.   TERMINATION OF TRUST. Upon disbursement of the trust fund deposit
made by SUBSCRIBER(s) either to TRINET or to SUBSCRIBER(s), this agreement will
terminate with respect to SUBSCRIBER(S). The trust will continue with respect to
all other SUBSCRIBER(s) who are parties to this agreement, TRINET and TRUSTEE
until all SUBSCRIBER(s) accounts have been disbursed.

          5.   POWERS OF THE TRUSTEE. The TRUSTEE will have the power to do all
of the following:

          (a)  To sell or otherwise dispose of any investment and to reinvest
the proceeds or any part of the proceeds during the life of this trust, subject
to the limitations set forth in paragraph 6 below.

          (b)  In all respects to sell, convey, and generally to deal with the
trust as if the TRUSTEE was the owner of the trust property, and to execute any
and all documents and take any and all action not inconsistent with the
provisions of the agreement.

          6.   INVESTMENT OF THE TRUST FUNDS. TRUSTEE is authorized to invest
the trust funds in any of the following:

          .      TRUSTEE common Trust Funds.
          .      Certificates of Deposits insured by FDIC or FSLIC.
          .      Securities of the Federal Government.

          TRUSTEE will make investments upon receipt of written instructions
from TRINET. If no instructions have been received by TRUSTEE, then funds will
be invested in TRUSTEE's most liquid Common Trust Fund.

          7.   GENERAL OBLIGATIONS OF TRUSTEE. The TRUSTEE will have no duty to
inquire into the terms or provisions of this agreement or other agreements
between SUBSCRIBER(s) and TRINET. TRUSTEE's duties are purely ministerial in
nature and TRUSTEE will incur no liability whatsoever except for willful
misconduct or negligence so long as it has acted in good faith.

          8.   NOTICE. The TRUSTEE will be deemed conclusively to have given and
delivered any notice required under this agreement if the same notice is in
writing and mailed postage prepaid to SUBSCRIBER(s) or TRINETat the address set
forth in Exhibit A.

          9.   REMOVAL OR RESIGNATION OF TRUSTEE. The TRUSTEE may at any time
resign by giving notice to all parties to this agreement and delivering to the
person who will be named by TRINET as successor TRUSTEE to economically
administer the trust. TRINET may elect to remove TRUSTEE at any time for any
reason provided that SUBSCRIBER(s) have been notified of the TRUSTEE successor.

          10.  COMPENSATION OF TRUSTEE. TRUSTEE will be paid by TriNET according
to TRUSTEE's customary fee schedule.

          11.  CALIFORNIA LAW. This agreement will be interpreted under the laws
of the State of California.

                                                                              11
<PAGE>

The following SUBSCRMER(s) is added to the Trust Agreement between TRINET
Employer Group, Inc. (TRINET) and Sanwa Bank of California.

SUBSCRIBER(s) affirms that they have read the trust agreement on the prior page
and agree to be bound by its terms.

SUBSCRIBER: Name of Business: SupplierMarket.com

Initial Deposit Amount:  $TBD

Approved by: Jon Burgstone

         Signature:  /s/ Jon Burgstone
                     -------------------------

         Date:    July 1, 1999
                  ----------------------------


TriNet Employer Group, Inc.

Approved by: Douglas P. Devlin, Chief Financial Officer

         Signature: /s/ Douglas P. Devlin
                    ----------------------------------

         Date: August 17, 1999
               ---------------------------------------


TRUSTEE:  Sanwa Bank of California
          3396 Castro Valley Blvd.
          Castro Valley, California 94546

                                                                              12

<PAGE>

                          TriNet Employer Group, Inc.

                                   GUARANTEE

TriNet Employer Group is proud of its EMPLOYEES , its services and the
reputation it enjoys with its many satisfied subscribers.

To make your decision to enroll with TriNet an easy one, we are pleased to
guarantee your satisfaction as follows.

The first 60 days you use our services will be considered a trial period. At any
time up to the end of the trial period, you may cancel our services under the
terms of the Subscriber Services Agreement and receive a full refund of all
administrative fees collected by TriNet from the start of the Agreement.

YOUR 60 DAY TRIAL PERIOD ENDS   ______________________________

                                                                              13