<PAGE>   1
                                                                REDACTED VERSION



                                    AGREEMENT

                                       FOR

                         INFORMATION TECHNOLOGY SERVICES

                                     BETWEEN

                             WALL DATA INCORPORATED

                                       AND

                       ELECTRONIC DATA SYSTEMS CORPORATION















[*] - Confidential information omitted and filed separately with the
      Securities and Exchange Commission pursuant to a request for 
      confidential treatment.

<PAGE>   2
                                    AGREEMENT
                                       FOR
                         INFORMATION TECHNOLOGY SERVICES


           THIS AGREEMENT, dated effective as of May 13, 1997 (the "Effective
Date") is by and between Wall Data Incorporated, a Washington corporation ("Wall
Data"), and Electronic Data Systems Corporation, a Delaware corporation ("EDS").

                         AGREEMENT, TERM AND DEFINITIONS

1.1        Agreement. During the Term, EDS will supply to Wall Data, and Wall
           Data will purchase from EDS, the information technology services
           described in this Agreement, all upon and subject to the terms and
           conditions specified in this Agreement.

1.2        Term of Agreement. The term of this Agreement (the "Term") will begin
           on the Effective Date and will end on the tenth anniversary of the
           Effective Date. The date on which the Term expires due to passage of
           time is referred to in this Agreement as the "Expiration Date". This
           Agreement may be terminated prior to the Expiration Date in
           accordance with Article IX.

1.3        Defined Terms. As used in this Agreement, the following terms have
           the meanings set forth below.

           (a)       Access. The term "Access" means the enjoyment of physical
                     and legal use and operation of Software, equipment,
                     hardware or any other item or facility which EDS needs in
                     order for EDS to provide the Services in the manner
                     provided herein.

           (b)       EDS Software. The term "EDS Software" means any Software
                     which is owned by EDS (and not proprietary to any other
                     party) and operated by EDS in connection with the
                     performance of the Services. Although no EDS Software is to
                     initially be used in the performance of the Base Services,
                     in the event any EDS Software is so used, Schedule 1.3(b)
                     will be completed and attached to and added to this
                     Agreement.

           (c)       EDS-Vendor Software. The term "EDS-Vendor Software" means
                     any Software which is licensed to EDS and operated by EDS
                     in connection with the performance of the Services.
                     Although no EDS-Vendor Software is to initially be used in
                     the performance of the Base Services, in the event any
                     EDS-Vendor Software is so used, Schedule 1.3(c) will be
                     completed and attached to and added to this Agreement.

           (d)       Wall Data Software. The term "Wall Data Software" means any
                     Software which is owned by Wall Data (and not proprietary
                     to any other party) and which is to be operated by or on
                     behalf of Wall Data. Wall Data Software is identified on
                     Schedule 1.3(d), which Schedule may be amended from time to
                     time by mutual written agreement of the parties.

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           (e)       Wall Data-Vendor Software. The term "Wall Data-Vendor
                     Software" means any Software which is proprietary to any
                     other party other than Wall Data or EDS and which is to be
                     operated by or on behalf of Wall Data. Wall Data-Vendor
                     Software is identified on Schedule 1.3(e), which Schedule
                     may be amended from time to time by mutual written
                     agreement of the parties.

           (f)       Services. The term "Services" means the Base Services and
                     the Additional Services, if any, that may be provided by
                     EDS under this Agreement.

           (g)       Software. The term "Software" means computer programs
                     together with input and output formats, program listings,
                     narrative descriptions, operating instructions, and
                     supporting documentation and shall include the tangible
                     media upon which such programs and documentation are
                     recorded. Except as otherwise provided in this Agreement,
                     Software includes any enhancements, translations,
                     modifications, updates, new releases, and other changes.

                     Other capitalized terms used in this Agreement are defined
                     herein from time to time.

                   ARTICLE II. INFORMATION TECHNOLOGY SERVICES
                             TO BE PERFORMED BY EDS

2.1        EDS Personnel and Management.

           (a)       EDS Account Director. During the Term, EDS will provide an
                     EDS Account Director (the "EDS Account Director") who has
                     the responsibility for the provision of information
                     technology services to be provided by EDS under this
                     Agreement. The EDS Account Director will maintain
                     appropriate work space in the Wall Data facility located at
                     11332 N.E. 122nd Way, Kirkland, Washington 98034-6931, will
                     have overall responsibility for managing and coordinating
                     the delivery of the Services and for the performance of the
                     EDS personnel comprising the EDS/Wall Data account team and
                     will coordinate and consult with the Wall Data
                     Representative (as defined in Section 3.1(a)). The
                     EDS Account Director will meet regularly with the Wall Data
                     Representative as well as other Wall Data designated
                     personnel in order to review the information technology
                     priorities established by Wall Data and the status of EDS'
                     performance under this Agreement. If either Wall Data or
                     EDS desires to replace the EDS Account Director, Wall Data
                     shall have the right (i) to participate in the interview
                     process for the replacement and (ii) to accept or reject
                     the replacement; provided, however, that Wall Data's
                     acceptance must not be unreasonably withheld and any
                     rejection must be for reasonable cause.

           (b)       Steering Committee. On or before the Effective Date, Wall
                     Data and EDS will each give the other written notice of the
                     names of the three members of their respective management
                     staff (inclusive of the EDS Account Director and the Wall
                     Data Representative) who will serve on an executive
                     steering committee (the "Executive Steering Committee").
                     Wall Data will designate one of its members on the



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                     Executive Steering Committee to act as the chairman of the
                     Executive Steering Committee. The Executive Steering
                     Committee will be responsible for making strategic
                     decisions for Wall Data with respect to linking Wall Data's
                     business objectives to Wall Data's existing and future
                     plans for information technology. Wall Data and EDS each
                     may from time-to-time replace the members of its management
                     staff serving on the Executive Steering Committee with
                     other members of its management staff, except that the EDS
                     Account Director and the Wall Data Representative will be
                     members of the Executive Steering Committee throughout the
                     Term of this Agreement. Although the EDS Account Director
                     will remain a member of the Executive Steering Committee,
                     EDS will remove and replace either of the other two EDS
                     members, which Wall Data, in good faith, requests to have
                     removed for reasonable cause. Wall Data shall have the
                     right (i) to participate in the selection process for the
                     replacement(s) and (ii) to accept the replacement(s),
                     provided, that Wall Data's acceptance is not unreasonably
                     withheld. Wall Data and EDS may mutually agree to increase
                     or decrease the size of the Executive Steering Committee or
                     to change the qualifications of who may serve on the
                     Executive Steering Committee. The Executive Steering
                     Committee will meet at least quarterly unless otherwise
                     agreed by Wall Data and EDS.

           (c)       Transition of Personnel; Notification of Change in
                     Employment Status. On or prior to the Effective Date, EDS
                     will offer employment, effective the start of business on
                     the Effective Date, to the data processing employees of
                     Wall Data identified in Schedule 2.1(c) (the "Transitioned
                     Employees") in accordance with EDS' normal employment
                     policies. In preparation for the transition of employment,
                     EDS and Wall Data will take the necessary measures so that
                     the representatives of the affected personnel departments
                     of the parties will meet and work together to accomplish a
                     smooth and orderly transition for such employees. Neither
                     party will make any representation, promise, or other
                     communication, whether written or oral, to the Transitioned
                     Employees regarding employment with EDS, or the employment
                     benefits, plans, or practices of EDS without obtaining the
                     prior written consent of the other. EDS will notify Wall
                     Data any changes in the employment status of the
                     Transitioned Employees while employed by EDS, including the
                     placement of a Transitioned Employee to an EDS account
                     other than Wall Data.

           (d)       Financial Responsibility for EDS Personnel. Except for
                     out-of-pocket expenses, which shall be paid in accordance
                     with Section 7.1(c), EDS will pay for all personnel
                     expenses, including wages and benefits of its employees
                     performing the Services.


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2.2        EDS Information Technology Services.

           (a)       Description of Services. During the Term, and in accordance
                     with the provisions of this Agreement, EDS will provide to
                     Wall Data (a) the services described in the statement of
                     work attached as Schedule 2.2 to this Agreement (the
                     "Statement of Work") and (b) the Networking and
                     Telecommunication Services (defined below). The services
                     described in the Statement of Work and the Networking and
                     Telecommunication Services will be collectively referred to
                     herein as the "Base Services." The Base Services will be
                     performed at the Wall Data facility located at 11332 N.E.
                     122nd Way, Kirkland, Washington 98034-6931, and the Wall
                     Data facilities specifically listed in Schedule 2.2, as
                     such facilities exist as of the Effective Date
                     (collectively, the "Wall Data Locations"). At Wall Data's
                     request, EDS will provide the Base Services at sites other
                     than the Wall Data Locations as an Additional Service in
                     accordance with Section 2.4. The Networking and
                     Telecommunication Services are more particularly described
                     in Section 2.3 below.

           (b)       Service Levels. Wall Data agrees that, during a one hundred
                     eighty (180) day period commencing on the Effective Date
                     and ending on the one hundred eightieth (180th) day
                     thereafter (the "Due Diligence Period"), it will work with
                     EDS to define and determine (i) as of the Effective Date,
                     the existence, use and capacity of the Wall Data Software,
                     the Wall Data-Vendor Software, the Wall Data-Owned
                     Equipment and the Wall Data Leased Equipment that will be
                     used and operated by EDS in the performance of the Base
                     Services, (ii) the manner of measurement, and (iii) the
                     actual respective levels of service pursuant to which the
                     Base Services will be provided by EDS pursuant to this
                     Agreement, which service levels will based on industry
                     standards and the existence, use and capacity of the Wall
                     Data Software, the Wall Data-Vendor Software, the Wall
                     Data-Owned Equipment, the Wall Data Leased Equipment and
                     the Wall Data network as of the Effective Date. After the
                     determination of such service levels, Wall Data will
                     confirm the accuracy of each and, upon such confirmation,
                     approve each such level in writing and deliver such written
                     approval to EDS (the "Service Level Agreement"). The
                     measurements contained in the Service Level Agreement (as
                     may be amended from time to time in accordance with this
                     Section) will be used in each and every instance in which
                     the terms of this Agreement call for, use or refer to, the
                     levels of service for the Base Services to be performed and
                     provided by EDS pursuant to this Agreement.

                     At least annually, the Executive Steering Committee will
                     review the Service Level Agreement and focus on, if
                     applicable, Wall Data's reasonable business requirements,
                     including its desire for any increase in service levels and
                     related capacity requirements, for the subsequent year, and
                     any EDS recommendations stemming from the technology
                     refresh programs described in the Statement of Work. If
                     such review indicates (i) that the service levels contained
                     in the Service Level Agreement need to be adjusted to meet
                     such business requirements, and EDS determines in its
                     reasonable business judgment that, in order to meet such




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                     adjusted service levels, additional hardware, Software,
                     data/telecommunications services or other items are needed
                     (either as additions to, or replacements of, certain items
                     within Wall Data's then existing information technology
                     environment), or (ii) that technology refreshes in the form
                     of upgrades or otherwise in hardware, Software or other
                     items would be appropriate or desirable, then Wall Data
                     will determine whether it desires to acquire such
                     additional items at its expense as provided below. To the
                     extent that such additional items are so acquired, the
                     parties will mutually determine and agree on appropriate
                     adjustments to the applicable service levels, and such
                     adjustments will be documented in an amendment to the then
                     current Service Level Agreement.

                     In addition, if and to the extent that EDS can demonstrate
                     to the reasonable satisfaction of Wall Data that the then
                     current service levels will, within a period of time
                     reasonably estimated by EDS, no longer be achievable due to
                     the fact that certain hardware, Software or other items
                     material to the operation of Wall Data's then existing
                     information technology environment are (i) obsolete, (ii)
                     worn out, (iii) incompatible with any upgraded technology
                     in use at Wall Data, (iv) no longer commercially supported
                     by the applicable vendor, or (v) not reasonably sufficient
                     to support Wall Data's increased business requirements,
                     then Wall Data will determine whether it desires to replace
                     such items at its expense as provided below. If Wall Data
                     decides not to replace such items, EDS will not be in
                     default of the applicable service level obligations under
                     this Agreement to the extent that such decision adversely
                     affects EDS' ability to properly perform such obligations.

                     Wall Data will be financially responsible for (i) all
                     hardware, Software, equipment, supplies and
                     data/telecommunications services determined to be necessary
                     or desirable in accordance with this Section, and (ii) any
                     service requirements resulting therefrom beyond the scope
                     of services set forth in the Statement of Work, which will
                     be provided by EDS as an Additional Service.

                     The parties agree and acknowledge that, during the period
                     of time in which the measurement activities are to be
                     undertaken pursuant to this Section 2.2(b), EDS will be
                     providing the Base Services pursuant to the terms of this
                     Agreement in a manner so that the delivery of such Base
                     Services reasonably approaches service levels generally
                     recognized within the industry and Wall Data will be
                     obligated to pay EDS for such Base Services during that
                     period.

           (c)       Global Services. The parties acknowledge and agree that
                     this Agreement is intended to be a global agreement and
                     that, for any Services to be performed by EDS for Wall Data
                     outside of the United States, such Services will be
                     performed pursuant to local country agreements or Task
                     Orders, as defined in Section 2.4 below, which will be job
                     specific and country specific for those Services in the
                     country or region in which they are to be performed. In
                     performing Services in countries other than the United
                     States, Wall Data acknowledges and agrees that EDS may
                     perform such Services by or through subsidiaries or
                     affiliates of EDS which are situated in that country or
                     region; 



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                     provided, however, that EDS and Wall Data will be and
                     remain liable and responsible for their respective
                     obligations under this Agreement and any local country
                     agreements or Task Orders, including the Services being
                     performed and for the payment therefor. Any local country
                     agreement or Task Order, the subject of which is the
                     performance of Services outside of the United States, must
                     be approved in writing by the joint executions of the EDS
                     Account Director and the Wall Data Representative.

           (d)       Export Compliance. This Agreement is expressly made subject
                     to any United States of America government laws,
                     regulations, orders or other restrictions regarding export
                     from the United States of computer hardware, software,
                     technical data or derivatives of such software, hardware or
                     technical data. Notwithstanding anything else in this
                     Agreement to the contrary, neither Wall Data nor EDS shall
                     directly or indirectly export (or re-export) any computer
                     hardware, software, or technical data related to the
                     Services provided pursuant to this Agreement or derivatives
                     of such software, hardware or technical data, or permit
                     shipment of same (i) into (or to a national or resident of)
                     Cuba, North Korea, Iran, Iraq, Libya, Syria, or any other
                     country to which the United States has embargoed goods, or
                     (ii) to anyone on the U.S. Treasury Department's List of
                     Specially Designated Nationals, List of Specially
                     Designated Terrorists and List of Specially Designated
                     Narcotics Traffickers, or the U.S. Commerce Department's
                     Denied Parties List, or (iii) to any country or destination
                     for which the United States government or a United States
                     governmental agency requires as export license or other
                     approval for export without first having obtained such
                     license or other approval. This obligation shall survive
                     the expiration or early termination of this Agreement.

           (e)       Year 2000 Issues. Wall Data acknowledges and agrees that
                     the Base Services do not include any changes,
                     modifications, updates or enhancements to Wall Data
                     Software or any third-party Software which may be necessary
                     so that all of such Software will (i) operate and produce
                     data on and after January 1, 2000 (including taking into
                     effect that such year is a leap year), accurately and
                     without delay, interruption or error relating to the fact
                     that the time at which and the date on which such product
                     is operating is on or after 12:00 a.m. on January 1, 2000
                     (including taking into effect that such year is a leap
                     year) or (ii) accept, calculate, process, maintain, store
                     and output, accurately and without delay, interruption or
                     error, all times or dates, or both, whether before, on or
                     after 12:00 a.m. January 1, 2000 (including taking into
                     effect that such year is a leap year), and any time periods
                     determined or to be determined based on any such times or
                     dates, or both. However, EDS would be willing to provide as
                     an Additional Service for an additional charge all such
                     changes, modifications, updates or enhancements to such
                     Software.

2.3        Networking and Telecommunications Services. During the Term, EDS will
           provide to Wall Data the following services in accordance with the
           responsibilities and assumptions set forth in this Agreement:


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           (a)       Networking and Telecommunications Services. EDS will
                     acquire, implement and administratively support, on Wall
                     Data's behalf and at Wall Data's expense and with Wall
                     Data's prior written consent to any and all specific
                     services, outbound long distance calling services, 800
                     inbound services and calling card services and any other
                     telecommunications services in place for Wall Data as of
                     the Effective Date to the extent such services are more
                     particularly described in Sections IV and V of the
                     Statement of Work (the "Networking and Telecommunication
                     Services"). EDS may acquire such services from a
                     telecommunications vendor or vendors as EDS deems
                     appropriate (collectively, the "Vendor") and pass those
                     services on to Wall Data as Services under this Agreement.
                     EDS will provide Wall Data with prior notice of its intent
                     to change Wall Data's existing or future Vendor and will
                     not effect a change in Wall Data's existing or future
                     Vendor that would cause Wall Data to incur increased
                     telecommunication rates or charges for the Networking and
                     Telecommunication Services (excluding increased rates and
                     charges based on Wall Data's usage or business
                     requirements) without Wall Data's prior written consent.

                     EDS will provide such Networking and Telecommunication
                     Services to the Wall Data sites identified in Sections IV
                     and V of the Statement of Work. Section IV (Network
                     Management) and Section V (Telecommunications) of the
                     Statement of Work define the scope of the Networking and
                     Telecommunications Services to be provided by EDS as Base
                     Services under this Agreement. In the event there are
                     substantial technological advances in telecommunications or
                     other related media and, as a result of such advances,
                     complexities are introduced that impact or modify the
                     service levels or functions from those in effect as of the
                     Effective Date with regard to the telecommunications
                     responsibilities of EDS, the parties will negotiate in good
                     faith as to any modifications that should be made in this
                     Agreement as a result thereof.

           (b)       Billing Administration. EDS will provide to Wall Data on a
                     monthly basis, a consolidated bill of rated call detail
                     containing the following information: date and time of
                     call, duration, destination (both number and location), and
                     total per Wall Data Location.

           (c)       Implementation Plan. EDS will develop and coordinate with
                     Wall Data and Vendor(s) an implementation plan so as to
                     commence the Networking and Telecommunication Services by
                     July 1, 1997.

           (d)       Quality, Performance and Remedies. EDS makes no
                     representation or warranty respecting the quality of the
                     Networking and Telecommunication Services made available to
                     it by the Vendor or LEC (as defined in Section 7.1(b)(i) of
                     this Agreement) and provided or made available to Wall Data
                     pursuant to this Agreement. Wall Data's remedies for any
                     service problems with respect to the Networking and
                     Telecommunication Services will be the remedies set forth
                     in the tariff, regulations or agreement applicable to such
                     Vendor or LEC. EDS' responsibility will be to coordinate
                     with Wall Data and communicate with the Vendor or LEC and
                     assist Wall 



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                     Data in the proper reporting of the service problem on Wall
                     Data's behalf and passing through to Wall Data any credits
                     received from such Vendor for such service problem.

2.4        Additional Services. Upon the reasonable written request of Wall
           Data, EDS will, subject to the other terms and conditions of this
           Section 2.4, provide Wall Data with such additional services which
           are beyond the scope, level or capacity of the Base Services
           described in this Agreement as Wall Data and EDS agree in accordance
           with this Section (collectively, the "Additional Services"). The
           specific request for Additional Services to be supplied by EDS to
           Wall Data, the compensation to be paid and other related matters
           shall be expressed in written task orders ("Task Orders") prepared
           from time to time by EDS in response to a request by Wall Data for
           Additional Services. Each Task Order will incorporate by reference,
           and shall be subject to, the terms and conditions of this Agreement.
           EDS acknowledges and agrees that no billable Additional Services
           shall begin unless and until a Task Order is executed and delivered
           by the EDS Account Director and the Wall Data Representative. Each
           Task Order shall be in such form as the parties mutually agree and
           shall contain the following information, as applicable:

           (a)       The incorporation, by reference, of this Agreement.

           (b)       The designation of a unique identifying number.

           (c)       A description of the services or deliverables to be
                     provided by each party, including any documentation or
                     training to be provided by each party.

           (d)       A description of any standards or constraints to be applied
                     to the services performed by EDS.

           (e)       A description of the consideration and terms of payment for
                     services or deliverables.

           (f)       A description of any items of expense authorized for
                     reimbursement to EDS and the basis for such reimbursement.

           (g)       A description of requirements for the delivery and
                     frequency of status reports.

           (h)       The name and telephone number of the Wall Data
                     Representative and the EDS Account Director.

           (i)       A description of the respective Wall Data responsibilities
                     and EDS responsibilities.

           (j)       The term of the Task Order.

                       ARTICLE III. WALL DATA OBLIGATIONS

3.1        Wall Data Personnel and Management.



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           (a)       Wall Data Representative. During the Term, Wall Data will
                     maintain a designated representative (the "Wall Data
                     Representative") who will be a senior executive of Wall
                     Data and who will be authorized to act as the primary point
                     of contact for EDS in dealing with Wall Data with respect
                     to each party's obligations under this Agreement.

           (b)       Transitioned Employees. Wall Data will cooperate with EDS
                     in the performance by EDS of its obligations to offer
                     employment to and hire the Transitioned Employees. Wall
                     Data has not and will not make any representation, promise,
                     or other communication, whether written or oral, to the
                     Transitioned Employees regarding employment with EDS, or
                     the employment benefits, plans, or practices of EDS without
                     obtaining the prior written consent of EDS. Wall Data will
                     direct any such questions to the EDS Account Director.
                     Should EDS request that Wall Data continue to make payments
                     to such employees after they are hired by EDS, Wall Data
                     will do so as an administrative convenience until such
                     personnel can be integrated into the EDS payroll system. In
                     such event, Wall Data will be acting solely as an
                     accommodation to EDS and EDS will reimburse Wall Data for
                     all wages paid and employer's contributions made by Wall
                     Data in connection therewith.

           (c)       Bonus. EDS will pay each Transitioned Employee employed by
                     EDS on July 4, 1997 a bonus of $2,000 within thirty (30)
                     days after such date. Prior to EDS' obligation to pay such
                     bonuses, Wall Data will pay EDS a lump sum aggregate amount
                     equal to $2,000 per Transitioned Employee employed by EDS
                     on July 4, 1997.

3.2        Wall Data Operational Obligations. During the Term, Wall Data will,
           on a timely basis and at no charge to EDS, perform the support
           services and discharge the obligations described in Schedule 3.2.

3.3        Wall Data Financial Obligations. In addition to the payment of
           certain out-of-pocket expenses provided in Section 7.1(c), Wall Data
           shall pay all costs for the acquisition of, or costs associated with,
           any and all Software (including, without limitation, the Wall Data
           Software and the Wall Data-Vendor Software), and hardware (including,
           without limitation, the Wall Data-Owned Equipment and the Wall Data
           Leased Equipment) related to or which may be necessary (as determined
           by the Executive Steering Committee and approved by Wall Data in
           accordance with Section 2.2(b)) for the performance of the Services
           by EDS pursuant to this Agreement, it being hereby acknowledged by
           the parties that such items are not being assigned to, or being
           assumed by, EDS, but shall remain or be the financial
           responsibilities of Wall Data. In addition to any other financial
           responsibilities of Wall Data expressly provided herein, Wall Data
           will pay all costs and expenses related to each item which is to be
           provided by Wall Data pursuant hereto and for which the financial
           responsibility has not been expressly assumed by EDS under this
           Agreement, including, without limitation, the items set forth in
           Sections 3.1 and 3.2.

                  ARTICLE IV. EQUIPMENT AND RELATED AGREEMENTS



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4.1        Wall Data-Owned Equipment. During the Term, Wall Data will furnish to
           EDS for EDS' use in providing the Services at no charge, the
           equipment owned by Wall Data that is either listed on the attached
           Schedule 4.1 or which is purchased by Wall Data subsequent to the
           Effective Date for information technology purposes (and which is
           added to Schedule 4.1 by mutual consent of the parties)
           (collectively, the "Wall Data-Owned Equipment"). The Wall Data-Owned
           Equipment will remain the property of Wall Data and, as such, Wall
           Data will have and retain all ownership and control of the Wall Data
           Owned Equipment. Wall Data will pay all costs and expenses with
           respect to the Wall Data-Owned Equipment, including, without
           limitation, depreciation, insurance and taxes.

4.2        Wall Data Leased Equipment. During the Term, Wall Data will furnish
           to EDS for EDS' use in providing the Services, at no charge to EDS,
           complete use and Access to the equipment leased by Wall Data that is
           listed on the attached Schedule 4.2 or which is leased by Wall Data
           subsequent to the Effective Date for information technology purposes
           (and which is added to Schedule 4.2 by mutual consent of the parties)
           (collectively, the "Wall Data Leased Equipment"). Wall Data will pay
           all costs and expenses with respect to the Wall Data Leased
           Equipment, including, without limitation, all lease payments,
           insurance and taxes, and Wall Data will also pay all costs necessary
           to obtain Access for EDS to the Wall Data Leased Equipment.

4.3        Third Party Approvals. Wall Data and EDS will work together to take
           all actions necessary to obtain any consents, approvals, or
           authorizations from third parties necessary for EDS to lawfully
           access, operate, and use (at or from any location where the Services
           are to be provided) the Wall Data-Owned Equipment and the Wall Data
           Leased Equipment. The payment of any costs and expenses incurred will
           be borne solely by Wall Data.

4.4        Service Agreements. Subject to the terms and conditions set forth in
           this Section 4.4 and subject to Wall Data obtaining any required
           consents, Wall Data will assign to EDS all of Wall Data's right,
           title and interest in and to the agreements listed in Schedule 4.4
           (collectively, the "Maintenance Agreements") relating to the
           maintenance of the Wall Data Software, the Wall Data Vendor Software,
           the Wall Data Owned Equipment and the Wall Data Leased Equipment, and
           EDS agrees to assume all of Wall Data's obligations arising under the
           Maintenance Agreements subsequent to the Effective Date. If a
           required consent is not obtained, then (a) EDS will determine and
           adopt, subject to Wall Data's prior approval, such alternative
           approaches as are necessary and sufficient to perform the Services
           without such required consent, and (b) the parties will mutually
           agree on any appropriate adjustments to this Agreement, including the
           scope of Services, Service Levels, and the Monthly Base Charges.

           Wall Data represents and warrants to EDS that, as of the Effective
           Date, (a) it is not (and, to its knowledge, the provider of the
           maintenance services is not) in default in any material respect under
           any of the Maintenance Agreements, and (b) it has delivered to EDS
           full and complete copies of the Maintenance Agreements (including any
           amendments thereto) prior to the Effective Date. Wall Data agrees
           that the representations and warranties contained in this Section 4.4
           will be true and correct as of the Effective Date. Wall Data agrees
           that it will not amend any of the Maintenance Agreements prior to the
           Effective Date without the prior 



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           written consent of EDS. Wall Data and EDS agree to execute and
           deliver an assignment and assumption agreement in a form that is
           mutually agreed to by the parties evidencing the assignment and
           assumption of the Maintenance Agreements contemplated by this
           Section 4.4.

4.5        Further Assurances. Wall Data and EDS agree to execute and deliver
           such other instruments and documents as either party reasonably
           requests to evidence or effect the transactions contemplated by this
           Article.

4.6        Agency Appointment. Wall Data hereby appoints EDS as its sole agent
           for all matters pertaining to the operation of the Wall Data-Owned
           Equipment and the Wall Data Leased Equipment and will promptly notify
           all appropriate third parties of such appointment. Notwithstanding
           the foregoing, EDS will have no authority to (a) cause Wall Data to
           incur any material cost or expense with regard to the Wall Data-Owned
           Equipment or the Wall Data Leased Equipment, or (b) amend, modify or
           waive any rights or interests contained in any Wall Data agreement
           relating to the Wall Data-Owned Equipment or the Wall Data Leased
           Equipment, without Wall Data's prior approval.

                               ARTICLE V. SOFTWARE

5.1        Wall Data Software. Wall Data Software will remain Wall Data's
           property and EDS will have no ownership interests or other rights in
           the Wall Data Software, except as provided in this Section. Wall Data
           grants to EDS the right to Access Wall Data Software, without charge
           to EDS, to provide the Services. The Wall Data Software will be made
           available to EDS on such media as may be reasonably requested by EDS,
           together with existing documentation and other materials.

5.2        Wall Data-Vendor Software. On or before the date EDS will begin to
           access such Software, Wall Data and EDS will work together to obtain
           all consents necessary to permit EDS to Access or operate the Wall
           Data-Vendor Software and Wall Data will pay all costs and expenses
           associated therewith. Wall Data will provide written evidence of such
           consents to EDS upon EDS' request. The Wall Data-Vendor Software will
           be made available to EDS, together with documentation and other
           materials related to the Wall Data-Vendor Software that were
           originally delivered to Wall Data by the applicable vendor. During
           the term of this Agreement, Wall Data will pay all required (as
           determined by the Executive Steering Committee and approved by Wall
           Data in accordance with Section 2.2(b)) license, installation and
           upgrade fees with respect to the Wall Data-Vendor Software. Nothing
           contained in this Agreement will require either party to violate the
           proprietary rights of any third party in any Software.

5.3        EDS Software. EDS Software will remain EDS' property and Wall Data
           will have no rights or interests therein except that, upon the
           expiration or early termination of this Agreement (except for
           termination due to non-payment by Wall Data) and subject to the other
           terms and conditions of this Agreement, EDS shall grant to Wall Data
           a perpetual, nontransferable, nonexclusive, royalty-free license to
           use, after the Expiration Date, any application software programs
           (including existing documentation) of any EDS Software then being
           used by EDS in 



                                       11
<PAGE>   13

           rendering services to Wall Data (the "Licensed Programs"), subject
           to Wall Data and EDS entering into an agreement, in form and
           substance reasonably satisfactory to EDS and Wall Data, containing
           such terms and conditions as may be appropriate.

5.4        EDS-Vendor Software. EDS will obtain all consents necessary to permit
           EDS to Access or operate the EDS-Vendor Software and will pay all
           costs and expenses associated therewith. During the term of this
           Agreement, EDS will pay all required license, installation,
           maintenance and upgrade fees with respect to the EDS-Vendor Software.

5.5        EDS Development Tools. EDS retains all right, title and interest in
           and to any and all Software (excluding the Wall Data Software),
           software development tools, know how, methodologies, processes,
           technologies or algorithms used in providing any Services which are
           based upon trade secrets or proprietary information of EDS or
           otherwise owned or licensed by EDS (collectively, the "EDS
           Development Tools"), and Wall Data shall have no right, title or
           interest in and to the EDS Development Tools except as provided in
           the following sentence. Upon the expiration or termination of this
           Agreement, and subject to the other terms and conditions of this
           Agreement, EDS shall grant to Wall Data a perpetual, nontransferable,
           nonexclusive, royalty-free license to use, after the Expiration Date,
           any EDS Development Tools then being used by EDS in rendering the
           Services to Wall Data to be used solely for the internal business use
           of Wall Data, subject to Wall Data and EDS entering into an
           agreement, in form and substance reasonably satisfactory to EDS and
           Wall Data, containing such terms and conditions as may be
           appropriate.

             ARTICLE VI. CONFIDENTIALITY, SECURITY AND AUDIT RIGHTS

6.1        Wall Data's Data. Information relating to Wall Data or its customers,
           OEMs, licensors or other third parties contained in Wall Data's data
           files ("Wall Data's Data") is the exclusive property of Wall Data.
           EDS is authorized to have access to and make use of Wall Data's Data
           as appropriate for the performance by EDS of its obligations under
           this Agreement. Upon the termination or expiration of this Agreement,
           EDS will return to Wall Data all of Wall Data's Data in EDS' then
           existing machine-readable format and media or in any other then
           existing format and media. EDS will not use Wall Data's Data for any
           purpose other than providing the Services.


                                       12
<PAGE>   14
6.2        Confidentiality. Except as otherwise provided in this Agreement, EDS
           and Wall Data each agree that all information communicated to it
           (through its employees, agents, consultants or subcontractors) by the
           other or the other's affiliates, or otherwise obtained through the
           performance of the Services or by reason of physical presence at the
           respective party's facilities (with respect to information the
           recipient should reasonably have known was confidential) whether
           before or after the Effective Date, including, without limitation,
           Wall Data Software, Wall Data's Data, EDS Software, trade secrets,
           proprietary process, and the terms of this Agreement, will be
           received in strict confidence, will be used only for purposes of this
           Agreement, and will not be disclosed by the recipient party, its
           agents, subcontractors or employees without the prior written consent
           of the other party. Each party agrees to use the same means it uses
           to protect its own confidential information, but in any event not
           less than reasonable means, to prevent the disclosure of such
           information to outside parties. However, neither party shall be
           prevented from disclosing information which belongs to such party or
           is (a) already known by the recipient party without an obligation of
           confidentiality other than pursuant to this Agreement; (b) publicly
           known or becomes publicly known through no unauthorized act of the
           recipient party; (c) rightfully received from a third party; (d)
           independently developed without use of the other party's confidential
           information; (e) disclosed without similar restrictions to a third
           party by the party owning the confidential information; (f) approved
           by the other party for disclosure in writing; or (g) required to be
           disclosed pursuant to a requirement of a governmental agency or law
           if the disclosing party provides the other party with notice of this
           requirement prior to disclosure. The provisions of this Section will
           survive the expiration or termination of this Agreement for any
           reason.

6.3        Security. EDS will comply with the security procedures that are in
           effect at the Wall Data Locations as of the Effective Date as made
           known to EDS. EDS will also institute such additional security
           procedures at the Wall Data Locations that Wall Data reasonably
           requests as an Additional Service. Wall Data will provide all
           necessary security personnel and related equipment at the Wall Data
           Locations. Except as to (a) Wall Data's need to access certain
           information including Wall Data's Data for the purposes of Sections
           6.2 and 6.4, and (b) a mutually agreed list of Wall Data employees,
           agents, contractors or invitees, without the prior written consent of
           EDS (such consent not to be unreasonably withheld), no employee,
           agent, contractor or invitee of Wall Data will operate or assist in
           operating equipment or Software to be used by EDS under this
           Agreement in any data center located at the Wall Data Locations or
           any shared EDS data center.

6.4        Audit Rights. EDS will provide auditors and inspectors that Wall Data
           designates in writing with reasonable access for the limited purpose
           of performing audits or inspections of Wall Data's business. EDS will
           provide reasonable assistance of a routine nature to such auditors
           and inspectors, and EDS will provide additional assistance as an
           Additional Service. EDS will not be required to provide such auditors
           and inspectors access to data of EDS customers, other than Wall Data,
           or proprietary data of EDS.



                                       13
<PAGE>   15
                          ARTICLE VII. PAYMENTS TO EDS

7.1        Charges for Services

           (a)       Monthly Base Charges.

                     (i)       In consideration for the performance by EDS of
                               the Base Services, for each month following the
                               Effective Date, Wall Data will pay EDS the
                               Monthly Base Charges set forth in Schedule 7.1
                               (the "Monthly Base Charges"), as may be adjusted
                               in accordance with this Article. EDS will invoice
                               each such Monthly Base Charges on the first
                               business day of the month to which it relates and
                               such Monthly Base Charges will be due and payable
                               thirty (30) days after the date of the invoice.
                               The Monthly Base Charges for any partial month
                               will be prorated on a per diem basis. In addition
                               to the payment of the Monthly Base Charges, Wall
                               Data will also make payments for any Additional
                               Services which EDS may be providing to Wall Data
                               pursuant to the terms and conditions of this
                               Agreement.

                     (ii)      The parties agree and acknowledge that, for any
                               of the Services provided by EDS outside of the
                               United States, EDS may invoice and collect such
                               payments in the local currency of the country or
                               region in which such Services were provided.

                     (iii)     In addition to the above, the parties agree that,
                               during each November during the Term (the "Annual
                               Review Meeting"), the parties will meet and
                               jointly review the amount of the Monthly Base
                               Charges (including the Networking and
                               Telecommunication Services charges) for the
                               upcoming year of the Term in comparison to the
                               business plan (as it relates to information
                               technology), the information technology budget of
                               Wall Data, and Wall Data's planned revenue growth
                               rate (as determined by Wall Data's board of
                               directors) for the upcoming year. If such a
                               review reflects that there is a significant
                               disparity between the amount of the Monthly Base
                               Charges for such upcoming year of the Term and
                               the business plan, budgets and planned revenue
                               growth rate of Wall Data, the parties will
                               negotiate in good faith as to the amounts of the
                               Monthly Base Charges for the upcoming year (which
                               may include a proposed change in the usage rates
                               to be charged for the Networking and
                               Telecommunication Services); provided, however,
                               that, if the parties can not agree on such
                               amounts within thirty (30) days after such
                               meeting, the amounts for the Monthly Base Charges
                               will be adjusted in accordance with the
                               calculation set forth in Schedule 7.1.

                               The parties further agree that, during each May
                               during the Term (or at such later date as either
                               party may request), the parties will meet again
                               and jointly review the impact of a Material
                               Growth Change (as defined below), if any, to 



                                       14
<PAGE>   16

                               the Wall Data planned revenue growth rate
                               presented to EDS at the applicable Annual Review
                               Meeting and negotiate in good faith the
                               appropriate adjustments to the Monthly Base
                               Charges based on the Material Growth Change;
                               provided, however, that, if the parties can not
                               agree on such adjustments within thirty (30)
                               days after such meeting, the parties will adjust
                               the Monthly Base Charges in accordance with the
                               calculation set forth in Schedule 7.1. For
                               purposes of this Section 7.1(a)(iii), a
                               "Material Growth Change" shall mean a revision
                               in Wall Data's planned revenue growth rate as
                               adopted in good faith by Wall Data's board of
                               directors.

           (b)       Networking and Telecommunications Services Charges.

                     (i)       Wall Data will pay, in the manner reflected in
                               this Section 7.1(b), to EDS all charges billed
                               pursuant to the billing administration section of
                               the Networking and Telecommunication Services in
                               Section 2.3(b), which shall consist of recurring,
                               non-recurring and usage charges (including
                               applicable billings to the Vendor (as defined in
                               Section 2.3(a)) from the applicable Local
                               Exchange Carriers ("LEC's") but excluding
                               applicable billings to Wall Data from the
                               applicable LECs) and applicable taxes with
                               respect to the services provided or made
                               available to Wall Data under this Agreement. Such
                               charges shall be based upon and subject to EDS'
                               agreement with the Vendor providing such
                               services, including all tariffs, rates, volume
                               commitments, discounts, restrictions, covenants,
                               regulations and other conditions contained
                               therein and applicable thereto from time to time.
                               In addition to any such agreement between EDS and
                               the Vendor and potential changes thereto, as
                               permitted by the Federal Communications
                               Commission and the state utility commissions, the
                               LECs may, from time to time, effect tariff
                               revisions which will change the recurring
                               (access) and intrastate usage charges to EDS.
                               When this occurs, EDS will adjust its charges to
                               Wall Data to reflect such changes and will notify
                               Wall Data as promptly as possible of any such
                               change. In addition, the parties acknowledge that
                               charges to Wall Data for any given month will be
                               based upon Wall Data calling patterns for such
                               month, including originating locations, locations
                               called, frequency of calls, length and time of
                               calls and other such factors, and that such
                               charges may therefore fluctuate accordingly from
                               month to month. The usage rates that will be
                               charged by EDS to Wall Data for the Networking
                               and Telecommunication Services are reflected in
                               Schedule 7.1(b), attached hereto and made part
                               hereof.

                               As to the manner of payment for the Networking
                               and Telecommunication Services provided by EDS,
                               the parties will establish for Wall Data a dollar
                               amount which shall be a baseline (the "Baseline")
                               on Networking and Telecommunication Services
                               usage which shall be based on the average
                               recurring, non-recurring and usage charges
                               incurred by Wall Data in the three (3) months
                               immediately preceding the Effective Date. The
                               Monthly Base Charges paid to EDS will include the
                               Networking and Telecommunications 



                                       15
<PAGE>   17

                               Services Baseline amount. Each calendar quarter
                               during the Term, EDS and Wall Data will have a
                               reconciliation of the Networking and
                               Telecommunication Services payments as to the
                               amounts paid to EDS (based on the Baseline
                               amounts) as compared to the actual usage amounts
                               (both as to actual usage greater than and less
                               than the Baseline). Due to the information that
                               will be available at the time of the
                               reconciliation, such reconciliation will be for
                               the last month of the immediately prior calendar
                               quarter and the first two (2) months of the
                               calendar quarter which would have just concluded
                               prior to the reconciliation. The parties agree
                               and acknowledge that Wall Data shall ultimately
                               be responsible and liable to pay only for its
                               actual usage of the Networking and
                               Telecommunication Services. On an annual basis,
                               the parties will negotiate in good faith to
                               adjust the amount of the Baseline as it compares
                               to the charges then in effect.

                     (ii)      Certain LEC Charges. The LECs providing
                               Networking and Telecommunication Services to Wall
                               Data under this Agreement may require
                               non-recurring installation charges for
                               implementation of such Services. Such charges, if
                               billed to EDS, will be passed directly through to
                               Wall Data at the amount charged to EDS by the
                               LECs. Should Wall Data choose to provide access
                               to the Networking and Telecommunication Services
                               through its LEC rather than through the Vendor,
                               Wall Data shall be responsible for coordinating
                               with such LEC and assuring such LEC's
                               coordination with the Vendor for implementation
                               and support of such access, and for any recurring
                               or non-recurring charges associated with such
                               access, whether such charges are billed to Wall
                               Data or EDS.

                               (iii) Pre-Service Conversion Date Charges. For
                               any conversions that may need to occur for EDS to
                               provide the Networking and Telecommunication
                               Services, if any, for each Wall Data Location,
                               Wall Data will retain all financial
                               responsibility for voice telecommunications
                               services for the period prior to the date that
                               the Vendor or LEC converts the Networking and
                               Telecommunication Services (the "Service
                               Conversion Date"), whether the charges for such
                               services are received by Wall Data or EDS either
                               prior to or following the Service Conversion
                               Date.

                               (iv) Taxes. There will be added to any charges
                               hereunder, if applicable, and Wall Data shall pay
                               to EDS, amounts equal to any taxes, however
                               designated or levied, based upon such charges, or
                               upon this Agreement and Networking and
                               Telecommunication Services or Telecommunications
                               Equipment provided hereunder, or their use,
                               including state and local sales, use, privilege
                               or excise taxes based on gross revenue, and any
                               taxes or amounts in lieu thereof paid or payable
                               by EDS in respect of the foregoing, exclusive,
                               however, of franchise taxes, taxes based on net
                               income of EDS and taxes incurred by EDS pursuant
                               to the Washington business and occupations tax
                               law.


                                       16
<PAGE>   18

                               Should Additional Services be required by Wall
                               Data which change the scope of the Networking and
                               Telecommunication Services offered pursuant to
                               this Agreement, Section 2.4 of the Agreement will
                               apply. Unless otherwise stated in this Section
                               7.1(b), all payments shall be made in accordance
                               with Article VII of this Agreement.

           (c)       Out-of-Pocket Expenses. In addition to the payment of the
                     Monthly Base Charges or the fees for any Additional
                     Services, Wall Data will pay for all reasonable
                     out-of-pocket expenses that Wall Data has given prior
                     written authorization. Such out-of-pocket expenses include,
                     without limitation, travel and travel-related expenses that
                     are directly related to the provision by EDS of the
                     Services.

           (d)       Adjustment for Significant Business Changes. If, during the
                     Term, Wall Data, (i) is merged into another entity or
                     another entity is merged into Wall Data, (ii) is sold to or
                     purchased by another entity or Wall Data buys or purchases
                     another entity, (iii) experiences a change from its
                     operations which results in a substantial change in its
                     financial standing or net worth as of the Effective Date,
                     or (iv) experiences any other type of business modification
                     which results in a substantial change in Wall Data's need
                     for the quantity or quality of the Services to be provided
                     by EDS pursuant to the terms of this Agreement, then, in
                     any of such events, upon written request of either party to
                     this Agreement, the parties will negotiate in good faith to
                     reach a mutually agreeable adjustment in the amount of the
                     payments to made by Wall Data to EDS and any other related
                     provisions to this Agreement as may be necessary or desired
                     as a result of the events stated above. Except as provided
                     in Section 9.5, in no event will this Section 7.1(d) be
                     grounds for termination of this Agreement unless the
                     parties mutually agree to so terminate this Agreement for
                     such a significant business change.

7.2        Cost of Living Adjustment.

           (a)       Adjustment. Except with respect to the period commencing on
                     the Effective Date and ending on November 1, 1997, if the
                     Consumer Price Index for all Urban Consumers, U.S. City
                     Average, for All Items (1982-84 = 100), as published in the
                     Bureau of Labor Statistics of the Department of Labor (the
                     "CPI"), shall on November 1st of each year during the Term,
                     commencing with November 1, 1998, (the "Current Index") be
                     higher or lower than the CPI at the previous November 1st
                     (such CPI, the "Base Index"), then, effective as of the
                     following January 1st, all charges for Services under this
                     Agreement attributable to the period following such January
                     1st (other than charges based upon then current EDS rates
                     and the rates for the Networking and Telecommunication
                     Services), as previously adjusted pursuant to this Section,
                     shall be increased by [*] of the percentage that the
                     Current Index increased from the Base Index. With respect
                     to the period commencing on the Effective Date and ending
                     on November 1, 1997, if the CPI shall on November 1, 1997
                     (the "November Index") be higher or lower than the CPI as
                     of the Effective Date (the "May Index"), then, effective as
                     of January 1, 1998, all charges for Services under this
                     Agreement attributable to the period following such January
                     1st (other than charges based upon then current EDS  


-----------------
* Confidential treatment requested.

                                       17
<PAGE>   19
                     rates and the rates for the Networking and
                     Telecommunication Services), shall be increased by [*] of
                     the percentage that the November Index increased from the
                     May Index.

           (b)       Change of Index. In the event that the Bureau of Labor
                     Statistics should stop publishing the CPI or should
                     substantially change the content or format thereof, the
                     parties hereto shall substitute therefor another comparable
                     measure published by a mutually acceptable source;
                     provided, however, that if such change is merely to
                     redefine the base year for the CPI from 1982-84 to some
                     other year, the parties shall continue to use the CPI, but
                     shall, if necessary, convert either the Base Index or the
                     Current Index to the same basis as the other by multiplying
                     such index by the appropriate conversion factor.

           (c)       Foreign Countries. The parties agree that for any
                     Additional Services performed in countries other than the
                     United States, if the compensation for such Additional
                     Services is paid in the local currency, the payments for
                     such Additional Services will be subject to adjustment for
                     the cost of living in such countries using the index in
                     that country that is the most similar to the CPI.

7.3        Time of Payment. Any sum due EDS hereunder for which a time for
           payment is not otherwise specified will be due and payable thirty
           (30) days from the date of the invoice. Any sum due EDS hereunder
           that is not paid when due will thereafter be subject to and bear
           interest until paid at the lesser of (a) the prime rate established
           from time to time by Citibank, New York N.A. plus two percent per
           annum, or (b) the maximum rate of interest allowed by applicable law.

7.4        Taxes. There will be added to any charges for Services hereunder, and
           Wall Data shall pay to EDS, amounts equal to any taxes or
           assessments, however designated or levied, based upon such charges,
           or upon this Agreement or the Software, services or items provided
           hereunder by EDS, or their use, including state and local sales, use,
           privilege or excise taxes based on gross revenue (or any similar
           taxes or assessments in countries other than the United States), and
           any taxes or amounts in lieu thereof paid or payable by EDS in
           respect of the foregoing, exclusive, however, of franchise taxes,
           taxes based on net income of EDS and taxes incurred by EDS pursuant
           to the Washington business and occupations tax law.

7.5        Verification of Costs. The terms set forth in this Agreement are
           based upon information furnished by each of the parties to the other.
           Both parties believe that such information is accurate and complete.
           However, if any such information should prove to be inaccurate or
           incomplete in any material respect, the two parties will negotiate in
           good faith to make appropriate adjustments to the provisions hereof,
           including, without limitation, the charges for Services provided by
           EDS.

7.6        Supporting Documentation. Upon the reasonable request of Wall Data,
           EDS shall make available to Wall Data for review documentation
           appropriate thereto which supports EDS' time and material charges and
           out-of-pocket expenses hereunder.

           --------
           * Confidential treatment requested.


                                       18
<PAGE>   20

                        ARTICLE VIII. DISPUTE RESOLUTION

8.1        Annual Quality Review. At least annually, EDS and Wall Data will meet
           to review the performance of their obligations under this Agreement,
           including providing Wall Data with a customer satisfaction survey and
           conducting interviews with Wall Data management personnel by EDS
           personnel. EDS and Wall Data will meet to review the results of each
           quality review and measure continuous service improvement. In
           addition, plans for future information technology activities and work
           schedules will be reviewed by the parties.

8.2        Performance Review. During the course of the long-term relationship
           provided for in this Agreement, disputes, controversies or claims may
           arise between the parties. To minimize the expense to and impact on
           each party of formally resolving such disputes, controversies and
           claims, the EDS Account Director and the Wall Data Representative
           will meet regularly to review the performance of each party of its
           obligations under this Agreement. If the parties are unable to
           resolve a dispute, controversy or claim through this performance
           review process, upon the written request of either party, each party
           will appoint a representative whose task it will be to meet for the
           purpose of resolving the dispute, controversy or claim. Such
           representatives will discuss the dispute, controversy or claim and
           negotiate a resolution in good faith, without the necessity of any
           formal proceeding relating thereto. No formal proceedings for the
           resolution of such dispute, controversy or claim may be commenced
           until either or both of the appointed representatives conclude in
           good faith that amicable resolution through continued negotiation of
           the matter is not likely. Except where clearly prevented by the area
           in dispute, both parties agree to continue performing their
           respective obligations under this Agreement while the dispute is
           being resolved unless and until such obligations are terminated or
           expire in accordance with the provisions hereof.

8.3        Arbitration.

           (a)       Procedures. Any dispute, controversy or claim arising out
                     of or related to this Agreement, or the creation, validity,
                     interpretation, breach or termination of this Agreement,
                     that the parties are unable to resolve through informal
                     discussions or negotiations pursuant to Section 8.2, will
                     be submitted to binding arbitration using the following
                     procedure:

                     (i)         The arbitration will be held in Seattle,
                                 Washington, or wherever both parties may
                                 mutually agree, before a panel of three
                                 arbitrators. Either party may demand
                                 arbitration in writing, by serving on the other
                                 party a statement of the dispute, controversy
                                 or claim, and the facts relating or giving rise
                                 thereto, in reasonable detail, and the name of
                                 the arbitrator selected by it.

                     (ii)        Within 30 days after such demand, the other
                                 party will name its arbitrator, and the two
                                 arbitrators named by the parties will, within
                                 30 days after such demand, select the third
                                 arbitrator.



                                       19
<PAGE>   21

                     (iii)       The arbitration will be governed by the
                                 Commercial Arbitration Rules of the American
                                 Arbitration Association (the "AAA"), except as
                                 expressly provided in this Section. However,
                                 the arbitration will be administered by any
                                 organization mutually agreed upon by the
                                 parties. If the parties are unable to agree
                                 upon the organization to administer the
                                 arbitration, it will be administered by the
                                 AAA. The arbitrators may not amend or disregard
                                 any provision of this Agreement or applicable
                                 law.

                     (iv)        The arbitrators will allow such discovery as is
                                 appropriate to the purposes of arbitration in
                                 accomplishing fair, speedy and cost effective
                                 resolution of disputes. The arbitrators will
                                 reference the rules of evidence of the Federal
                                 Rules of Civil Procedure then in effect in
                                 setting the scope and direction of such
                                 discovery. The arbitrators will not be required
                                 to make findings of fact or render opinions of
                                 law.

                     (v)         The decision of and award rendered by the
                                 arbitrators will be final and binding on the
                                 parties. Judgment on the award may be entered
                                 in and enforced by any court of competent
                                 jurisdiction.

           (b)       Enforcement. Other than those matters involving injunctive
                     relief as a remedy, or any action necessary to enforce the
                     award of the arbitrators, the provisions of this Section
                     are a complete defense to any suit, action or other
                     proceeding instituted in any court or before any
                     administrative tribunal with respect to any dispute,
                     controversy or claim arising out of or related to this
                     Agreement or the creation, validity, interpretation, breach
                     or termination of this Agreement. The provisions of this
                     Section will survive the expiration or termination of this
                     Agreement for any reason. Nothing in this Section prevents
                     the parties from exercising the termination rights set
                     forth in this Agreement.

           (c)       Services during Arbitration. Unless EDS is bringing an
                     action under this Section for nonpayment of undisputed
                     amounts by Wall Data or if Wall Data has failed to place a
                     disputed amount into escrow pursuant to Section 9.2, EDS
                     will continue to provide the Services, and Wall Data shall
                     continue to make payments to EDS in accordance with this
                     Agreement during the arbitration proceedings.

8.4        Sole and Exclusive Venue. SUBJECT TO THE PROVISIONS OF SECTION
           8.3(b), EACH PARTY IRREVOCABLY AGREES THAT ANY LEGAL ACTION, SUIT OR
           PROCEEDING BROUGHT BY IT IN ANY WAY ARISING OUT OF THIS AGREEMENT
           MUST BE BROUGHT SOLELY AND EXCLUSIVELY IN THE UNITED STATES DISTRICT
           COURT FOR THE WESTERN DISTRICT OF WASHINGTON AT SEATTLE OR IN THE
           STATE COURTS OF THE STATE OF WASHINGTON AND EACH PARTY IRREVOCABLY
           ACCEPTS AND SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF EACH OF
           THE AFORESAID COURTS IN PERSONAM, GENERALLY AND UNCONDITIONALLY WITH
           RESPECT TO ANY ACTION, SUIT OR PROCEEDING BROUGHT BY OR AGAINST IT BY
           THE OTHER PARTY; provided, however that this paragraph shall not



                                       20
<PAGE>   22

           prevent a party against whom any legal action, suit or proceeding is
           brought by the other party in the state courts of the State of
           Washington from seeking to remove such legal action, suit or
           proceeding, pursuant to applicable Federal law, to the district court
           of the United States for the district and division embracing the
           place where the action is pending in the state courts of the State of
           Washington and in the event an action is so removed, each party
           irrevocably accepts and submits to the jurisdiction of the aforesaid
           district court. Each party hereto further irrevocably submits to the
           service of process required by the State of Washington. EXCEPT AS
           PERMITTED UNDER THE IMMEDIATELY PRECEDING SENTENCE, EACH PARTY HEREBY
           IRREVOCABLY COVENANTS AND AGREES NOT TO BRING ANY LEGAL ACTION, SUIT
           OR PROCEEDING IN ANY WAY ARISING OUT OF THIS AGREEMENT IN ANY OTHER
           COURT OR IN ANY JURISDICTION AND AGREES NOT TO ASSERT ANY CLAIM,
           WHETHER AS AN ORIGINAL ACTION OR AS A COUNTERCLAIM OR OTHERWISE,
           AGAINST THE OTHER IN ANY OTHER COURT OR JURISDICTION. Each party
           hereto hereby irrevocably waives and agrees not to assert, by way of
           motion, as a defense or otherwise, any objection which it may now or
           hereafter have to the laying of venue of any of the aforesaid
           actions, suits or proceedings arising out of or in connection with
           this Agreement brought in the courts referred to above and hereby
           further irrevocably waives and agrees not to plead or claim in any
           such court that any such action or proceeding brought in any such
           court has been brought in an inconvenient forum, that the venue of
           the suit, action or proceeding is improper, or that this Agreement or
           the subject matter hereof or thereof may not be enforced in or by
           such court. As the only exception to any of the above, if a party is
           entitled to seek injunctive or other equitable relief which is not
           available in the venue specified in this Section, this Section shall
           not be deemed to be a bar to the party seeking such relief if such
           relief is wholly non-monetary injunctive or other equitable relief.

                             ARTICLE IX. TERMINATION

9.1        Termination for Cause.

           (a)       Except as provided in Section 9.1(b) and except for a
                     default by Wall Data in its obligation to pay EDS, if
                     either party materially defaults in the performance of any
                     of its obligations under this Agreement, which default
                     shall not be substantially cured within 30 days after
                     written notice is given to the defaulting party specifying
                     the default then, the party not in default, by giving
                     written notice to the defaulting party, may terminate this
                     Agreement as of a date specified in the notice of
                     termination.

           (b)       With respect to a material default which cannot reasonably
                     be cured within 30 days, if the defaulting party fails to
                     immediately (1) proceed to commence curing said default at
                     the beginning of such thirty-day period, (2) proceed with
                     all due diligence to substantially cure that default, and
                     (3) commit the necessary resources as described in Section
                     9.1(d), or if such default is not substantially cured
                     within 120 days after the defaulting party's receipt of
                     written notice specifying the default, then, the party not
                     in default, by giving written notice to the defaulting
                     party, may terminate this Agreement as of a date specified
                     in the notice of termination.



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<PAGE>   23

           (c)       If either party has repeatedly committed material defaults
                     in the performance of any of its obligations under this
                     Agreement, as described in Sections 9.1(a) and (b), then
                     the party not in default, by giving thirty (30) days
                     written notice to the defaulting party, may terminate this
                     Agreement as of a date specified in the notice of
                     termination.

           (d)       With respect to Sections 9.1(a) and (b), each party agrees
                     that, upon receipt of a default notice under this Section
                     9.1, it will immediately commence all commercially
                     reasonable efforts to resolve or cure the specified default
                     and to commit the resources necessary, at the defaulting
                     party's expense, to resolve or cure the specified default
                     as soon as possible. If EDS is the defaulting party, Wall
                     Data may immediately escalate the alleged default to either
                     the EDS Hi-Tech Manufacturing SBU President or Vice
                     President of Operations for resolution.

9.2        Termination for Nonpayment. If Wall Data defaults in the payment when
           due of any amount due to EDS and does not cure such default within 15
           days after being given written notice of such default, then EDS, by
           giving written notice thereof to Wall Data, may terminate this
           Agreement as of a date specified in such notice of termination
           provided, however, (a) if the nonpayment is [*] or more and is
           the result of a good faith dispute regarding EDS' performance under
           this Agreement, Wall Data may pay amounts claimed to be due into an
           escrow account maintained by a disinterested third party, and in such
           event, Wall Data shall not be in default under this Section 9.2, and
           (b) if the nonpayment is less than [*] and is the result of a
           good faith dispute regarding EDS' performance under this Agreement,
           Wall Data and EDS shall promptly negotiate in good faith to reach a
           settlement to the dispute.

9.3        Termination for Insolvency. Subject to the provisions of Title 11,
           United States Code, if either party becomes or is declared insolvent
           or bankrupt, is the subject of any proceedings relating to its
           liquidation, insolvency or for the appointment of a receiver or
           similar officer for it, makes an assignment for the benefit of all or
           substantially all of its creditors, or enters into an agreement for
           the composition, extension, or readjustment of all or substantially
           all of its obligations, then the other party, by giving written
           notice to such party, may terminate this Agreement as of a date
           specified in such notice of termination.

9.4        Termination for Convenience. On each of the fourth, sixth and eighth
           anniversaries of the Effective Date, Wall Data will have a one-time
           option to terminate this Agreement. Wall Data may exercise its option
           to terminate this Agreement on either (a) the fourth anniversary of
           the Effective Date (the "First Termination Date") by notifying EDS in
           writing of Wall Data's intention to terminate this Agreement at least
           nine (9) months prior to such fourth anniversary, (b) the sixth
           anniversary of the Effective Date (the "Second Termination Date") by
           notifying EDS in writing of Wall Data's intention to terminate this
           Agreement at least nine (9) months prior to such sixth anniversary;
           or (c) the eighth anniversary of the Effective Date (the "Third
           Termination Date") by notifying EDS in writing of Wall Data's
           intention to terminate this Agreement at least nine (9) months prior
           to such eighth anniversary; provided that (i) Wall Data is not then
           and does not become in default under any of the terms of this
           Agreement prior to the First Termination Date, the 

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           Second Termination Date, or the Third Termination Date, as
           applicable, (and any such default is not timely cured), and (ii) on
           or before the First Termination Date, the Second Termination Date, or
           the Third Termination Date, as applicable, Wall Data pays to EDS the
           termination fee as described in the following table (the "Termination
           Fee").

             Fourth Year Option     The Termination Fee shall be an amount
                                    equal to the sum of (i) the [*] for
                                    [*] rendered [*] immediately preceding the
                                    [*] and (ii) the [*] (as defined below).

             Sixth Year Option      The Termination Fee shall be an amount
                                    equal to the sum of (i) the [*] for
                                    [*] rendered [*] immediately preceding the
                                    [*], and (ii) the [*].

             Eighth Year Option     The Termination Fee shall be an amount
                                    equal to the sum of (i) the [*] for
                                    [*] rendered [*] immediately preceding the
                                    [*], and (ii) the [*].

           The term "Hardware Charges" shall mean any amounts related to the
           purchase or lease by EDS of hardware (with such purchases or leases
           being completed with Wall Data's written consent) to be used to
           provide the Services to Wall Data pursuant to this Agreement;
           provided, however, that such amounts are either the non-depreciated
           amounts on EDS' books for purchased hardware or the outstanding
           amounts due and payable by EDS under the applicable lease for any of
           such hardware. Upon EDS' receipt of payment for such Hardware
           Charges, EDS will either, as applicable, convey title to, or assign
           the lease of, such hardware to Wall Data.

           The parties do not intend that the Termination Fee will be a penalty
           or liquidated damages but that it is consideration for EDS'
           accommodation of Wall Data's desire to have the ability to terminate
           this Agreement prior to the Expiration Date. The parties acknowledge
           and agree that, upon EDS' receipt of the Termination Fee, Wall Data
           will not thereafter be held in default of this Agreement for
           terminating this Agreement prior to the Expiration Date.

9.5        Termination for Change of Control. If at any time after the one year
           anniversary of this Agreement, Wall Data sells all or substantially
           all its assets to an unaffiliated third party or sells a sufficient
           amount of its issued and outstanding stock to an unaffiliated third
           party and such sale effects a change in control (for purposes of this
           Section 9.5, "control" meaning the right to primarily direct and
           manage the operations of Wall Data), then Wall Data may terminate
           this Agreement, by, after reaching an agreement in principle to


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           consummate such sale, providing EDS with at least nine (9) months
           prior written notice of Wall Data's intention to terminate this
           Agreement; provided that (a) Wall Data is not then and does not
           become in default under any of the terms of this Agreement prior to
           the termination date as specified in Wall Data's notice (the "Change
           of Control Termination Date"), and any such default is not timely
           cured, and (b) on or before the Change of Control Termination Date,
           Wall Data pays to EDS the "Change of Control Termination Fee"
           calculated as follows: (i) if the sale occurs during [*] through [*]
           of this Agreement (as measured from the Effective Date), the Change
           of Control Termination Fee shall be an amount equal to the [*] during
           the [*] period immediately preceding the Change of Control
           Termination Date, and (2) [*], (ii) if the sale occurs during [*]
           through [*] of this Agreement (as measured from the Effective Date),
           the Change of Control Termination Fee shall be an amount equal to the
           [*] during the [*] period preceding the Change of Control 
           Termination Date, and (2) [*], or (iii) if the sale occurs during 
           [*] of this Agreement (as measured from the Effective Date), the
           Change of Control Termination Fee shall be an amount equal to the 
           [*] during the [*] period immediately preceding the Change of Control
           Termination Date, and (2) [*]. Upon EDS' receipt of payment for such
           Hardware Charges, EDS will either, as applicable, convey title to, or
           assign the lease of, such hardware to Wall Data.

           The parties do not intend that the Change of Control Termination Fee
           will be a penalty or liquidated damages but that it is consideration
           for EDS' accommodation of Wall Data's desire to have the ability to
           terminate this Agreement prior to the Expiration Date. The parties
           acknowledge and agree that, upon EDS' receipt of the Change of
           Control Termination Fee, Wall Data will not thereafter be held in
           default of this Agreement for terminating this Agreement prior to the
           Expiration Date.

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9.6        Transition Services upon Termination.

           (a)       Services. In connection with the termination of this
                     Agreement at the Expiration Date or by Wall Data pursuant
                     to Sections 9.1, 9.3, 9.4, 9.5, 11.9(b), or 11.9(c), EDS
                     will contribute, assist and comply with Wall Data's
                     reasonable directions to cause the orderly transition and
                     migration to Wall Data or a third party company to whom
                     Wall Data would be transferring the Services from EDS of
                     all Services then being performed by EDS (the "Termination
                     Transition"). Wall Data, its employees, and agents will
                     cooperate in good faith with EDS in connection with EDS'
                     obligations under this Section and Wall Data will perform
                     its obligations under the Transition Plan (as defined in
                     this Section). EDS will perform the following obligations
                     (and such other obligations as may be contained in the
                     Transition Plan) at Wall Data's expense unless otherwise
                     stated below or as mutually agreed in the Transition Plan.

                     (i)         EDS and Wall Data will work together to develop
                                 a transition plan (the "Transition Plan")
                                 setting forth the respective tasks to be
                                 accomplished by each party in connection with
                                 the orderly transition and a schedule pursuant
                                 to which the tasks are to be completed.

                     (ii)        EDS will provide Wall Data with detailed
                                 specifications for hardware or other equipment
                                 which Wall Data will require to properly
                                 perform the services and procedures previously
                                 performed by EDS.

                     (iii)       Wall Data may purchase from EDS at its net book
                                 value, and subsequently assume the leases
                                 (provided such leases are assumable) for, any
                                 hardware owned or leased by EDS and which is
                                 dedicated to providing the Services to Wall
                                 Data as of the Expiration Date or the effective
                                 date of such termination.

                     (iv)        EDS will deliver to Wall Data and will assist
                                 in the installation on Wall Data's hardware and
                                 equipment the Licensed Programs (as defined in
                                 Section 5.3) which are subject to a mutually
                                 agreeable license agreement

                     (v)         EDS will reasonably assist Wall Data, at Wall
                                 Data's expense, in Wall Data's acquisition of
                                 any necessary rights to access and use any
                                 EDS-Vendor Software and documentation then
                                 being used by EDS in connection with the
                                 processing of Wall Data's information pursuant
                                 to this Agreement.

                     (vi)        EDS will deliver to Wall Data (a) copies of
                                 existing documentation relating to any Wall
                                 Data Software delivered or Licensed Program
                                 licensed to Wall Data pursuant to paragraphs
                                 (iv) and (v) of this Section, and (b) such
                                 documentation for EDS Vendor Software used at
                                 the time of termination of this Agreement by
                                 EDS to provide the Services which is available
                                 to EDS and which EDS is permitted to furnish to
                                 Wall Data.


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<PAGE>   27

                     (vii)       EDS will provide appropriate training for the
                                 Wall Data employees who will be assuming
                                 responsibility for operation of the Software
                                 following the Transition Termination.

                     (viii)      Notwithstanding Section 11.7, Wall Data may
                                 offer employment to any EDS employee who is
                                 then dedicated to providing the Services to
                                 Wall Data.

9.7        Regulatory Requirements.  The parties agree as follows:

           (a)       EDS and Wall Data specifically acknowledge and agree that
                     this Agreement and the integrated Networking and
                     Telecommunication Services provided hereunder have been
                     negotiated and uniquely customized and tailored to satisfy
                     the special requirements of Wall Data.

           (b)       The parties further agree that if any Networking and
                     Telecommunication Services provided hereunder are required
                     by a specific decision of applicable regulatory or judicial
                     authority to be provided under tariff, or if a decision by
                     a regulatory authority at the federal, state or local level
                     materially alters or invalidates this Agreement, or any
                     material provision hereof, or if Vendor and/or LEC, in
                     their sole discretion, file a tariff for the Networking and
                     Telecommunication Services provided hereunder, then (i) EDS
                     will have the option to negotiate modifications to this
                     Agreement with Wall Data, or (ii) if the parties cannot
                     reach agreement, after good faith negotiations, as to
                     appropriate modifications to this Agreement resulting from
                     such regulatory requirements, then either party may
                     terminate this Agreement as to the Networking and
                     Telecommunication Services, in whole or in part, and EDS
                     will provide to Wall Data a pro-rata refund for any prepaid
                     charges, subject to any limitations set forth in this
                     Agreement, and Wall Data will pay to EDS any charges (such
                     as any Vendor termination fees) that EDS incurs as a result
                     of the terminated Networking and Telecommunication
                     Services. If any of the Networking and Telecommunication
                     Services are required by a specific decision of any
                     applicable regulatory or judicial authority to be provided
                     under tariff or Vendor and/or LEC file a tariff for the
                     Networking and Telecommunication Services provided
                     hereunder, and either party elects option (ii) above, then
                     the party electing such option shall provide to the other
                     written notice at least thirty (30) days prior to
                     termination.

           (c)       In no event, however, shall EDS have any liability to Wall
                     Data as a result of any regulatory requirements imposed by
                     any agency of the United States government, state or local
                     governments on a Vendor and/or LEC and any independent
                     actions which the Vendor and/or LEC may undertake which
                     alters the terms, conditions and methodology for providing
                     Networking and Telecommunication Services hereunder or
                     renders the provision of such Networking and
                     Telecommunication Services unlawful.

                ARTICLE X. WARRANTIES, INDEMNITIES AND LIABILITY

10.1       Warranty and Disclaimer.


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<PAGE>   28

           (a)       In all cases where EDS has not committed to a specific
                     performance standard, EDS will provide the Services in
                     accordance with industry practices and standards generally
                     applicable for such Services at the time the Services are
                     rendered.

           (b)       While EDS is primarily providing services to Wall Data
                     under this Agreement, EDS may from time to time provide
                     certain hardware, Software and other items as an incidental
                     part of the Services. With the exception of manufacturers'
                     or licensors' warranties which EDS is able to pass through
                     for Wall Data's benefit, such hardware, Software and other
                     items are provided on an "AS IS" basis without warranty. In
                     all cases where EDS has not committed to a specific
                     performance standard, EDS will use reasonable care in
                     providing services.

                     EDS will assign to Wall Data any rights it obtains under
                     warranties given by third party suppliers in connection
                     with any services, hardware, Software or other items
                     provided by EDS pursuant to this Agreement to the extent
                     that such rights are assignable. To the extent that any
                     such warranties are not assignable, EDS agrees that it
                     will, upon the request of Wall Data, take commercially
                     reasonable action to enforce any applicable warranty which
                     is enforceable by EDS in its own name. However, EDS will
                     have no obligation to resort to litigation or other formal
                     dispute resolution procedures to enforce such warranties,
                     unless Wall Data agrees to reimburse EDS for all expense
                     incurred therewith, including reasonable attorney's fees.
                     Subject to the foregoing sentence, in the event of a
                     nonconformance or other performance-related issue with
                     respect to any third-party Software, hardware or services
                     provided through EDS, EDS will coordinate and be the point
                     of contact for resolution of such nonconformance or
                     performance-related issue with the applicable vendor, and
                     will use commercially reasonable efforts (a) to manage such
                     vendor in accordance with the terms and conditions of their
                     respective agreement, (b) to cause the respective vendor to
                     promptly repair or replace the nonconforming item in
                     accordance with the such vendor's warranty or to remedy the
                     performance-related issue in accordance with the terms of
                     the respective vendor's agreement, and (c) to replace
                     nonperforming third party vendors with appropriate vendors
                     recommended by EDS and reasonably approved by Wall Data.

           (c)       EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, EDS MAKES
                     NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
                     REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY,
                     SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR
                     PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF ANY
                     SERVICES, HARDWARE, SOFTWARE OR OTHER ITEMS PROVIDED UNDER
                     THIS AGREEMENT.

           (d)       Telecommunications Indemnification. Wall Data agrees to
                     indemnify, defend and hold harmless EDS from any and all
                     claims, actions, damages, liabilities, costs and expenses,
                     including reasonable attorneys' fees and expenses, arising
                     out of any claims related to 



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<PAGE>   29

                     (i) the abuse or the fraudulent use of the Networking and
                     Telecommunication Services by Wall Data and not EDS or any
                     its agents or subcontractors, which services are provided
                     or made available under this Agreement and (ii) any
                     information, data or message transmitted over the network
                     by Wall Data that constitutes libel, slander, infringement
                     of copyright, invasion of privacy, and/or alteration of
                     private records and data. Any credits received by EDS from
                     a Vendor or LEC as set forth in Section 2.3(d) of this
                     Agreement shall be passed through to Wall Data. EXCEPT AS
                     SPECIFICALLY STATED IN THIS AGREEMENT, EDS MAKES NO
                     REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
                     REGARDING THE WARRANTIES OF MERCHANTABILITY, SUITABILITY,
                     ORIGINALITY, FITNESS FOR A PARTICULAR PURPOSE, OR RESULTS
                     TO BE DERIVED FROM THE USE OF ANY NETWORKING, VOICE OR DATA
                     SERVICE, EQUIPMENT OR OTHER MATERIALS PROVIDED UNDER THIS
                     AGREEMENT.

10.2       Cross Indemnification. EDS and Wall Data each agree to indemnify,
           defend and hold harmless the other from any and all damages,
           liabilities, costs and expenses, including reasonable attorneys' fees
           and expenses, arising out of, under or in connection with any claim,
           demand, charge, action, cause of action, or other proceeding:

           (a)       for rent or utilities at any location where the indemnitor
                     is financially responsible under this Agreement for such
                     rent or utilities; or

           (b)       resulting from an act or omission of the indemnitor in its
                     capacity as an employer of a person and arising out of or
                     relating to (i) federal, state or other laws or regulations
                     for the protection of persons who are members of a
                     protected class or category of persons, (ii) sexual
                     discrimination or harassment, (iii) work related injury or
                     death, (iv) accrued employee benefits not expressly assumed
                     by the indemnitee, and (v) any other aspect of the
                     employment relationship or its termination (including
                     claims for breach of an express or implied contract of
                     employment) and which, in all such cases, arose when the
                     person asserting the claim, demand, charge, action, cause
                     of action or other proceeding was or purported to be an
                     employee of the indemnitor.

10.3       Intellectual Property Indemnification. EDS and Wall Data each agree
           to defend the other against any action to the extent that such action
           is based on a claim that Software or confidential information
           provided by the indemnitor, or any part thereof, (a) infringes a
           copyright perfected under United States statute, (b) infringes a
           patent granted under United States law, or (c) constitutes an
           unlawful disclosure, use, or misappropriation of another party's
           trade secret. The indemnitor will bear the expense of such defense
           and pay any damages and attorneys' fees which are attributable to
           such claim finally awarded by a court of competent jurisdiction.
           Neither EDS nor Wall Data shall be liable to the other for claims of
           indirect or contributory infringement or for claims that the software
           programs of the Wall Data-Vendor Software or EDS-Vendor Software so
           infringes. If the Software or confidential information becomes the
           subject of a claim under this Section, or in the indemnitor's opinion
           is likely to become the subject of such a claim, then the indemnitor
           may, at its option, (a) replace or 



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<PAGE>   30

           modify the Software or confidential information to make it
           noninfringing or cure any claimed misuse of another's trade secret,
           or (b) procure for the indemnitee the right to continue using the
           Software or confidential information pursuant to this Agreement, or
           (c) replace the Software with reasonably equivalent Software which
           is noninfringing or which is free of claimed misuse of another's
           trade secret. Any costs associated with implementing any of the
           above alternatives shall be borne by the indemnitor.

10.4       Personal Injury and Property Damage.

           (a)       EDS and Wall Data shall each be responsible for damages to
                     their respective tangible personal or real property
                     (whether owned or leased), and each party agrees to look
                     only to their own insuring arrangements (if any) with
                     respect to such damages.

           (b)       EDS and Wall Data each shall be responsible for claims for
                     the death of or personal injury to any person (including
                     any employee of either party), and claims for damages to
                     any third party's tangible personal or real property
                     (whether owned or leased), in accordance with the common
                     law of the jurisdiction in which such claim occurred. Each
                     party shall indemnify, defend and hold harmless the other
                     party from any and all claims, actions, damages,
                     liabilities, costs and expenses, including without
                     limitation, reasonable attorneys' fees and expenses,
                     arising out of claims for which the indemnitor is
                     responsible under the preceding sentence.

           (c)       EDS and Wall Data waive all rights to recover against each
                     other for any loss or damage to their respective tangible
                     personal or real property (whether owned or leased) from
                     any cause covered by insurance maintained by each of them,
                     including their respective deductibles or self-insured
                     retentions. EDS and Wall Data will cause their respective
                     insurers to issue appropriate waivers of subrogation rights
                     endorsements to all property insurance policies maintained
                     by each party.

10.5       Indemnification Procedures.

           (a)       Notice and Control. The indemnification obligations set
                     forth in this Article shall not apply unless the party
                     claiming indemnification:

                     (i)         Notifies the other promptly of any matters in
                                 respect of which the indemnity may apply and of
                                 which the notifying party has knowledge, in
                                 order to allow the indemnitor the opportunity
                                 to investigate and defend the matter; provided
                                 that the failure to so notify shall only
                                 relieve the indemnitor of its obligations under
                                 this Article if and to the extent that the
                                 indemnitor is prejudiced thereby; and

                     (ii)        Gives the other party full opportunity to
                                 control the response thereto and the defense
                                 thereof, including, without limitation, any
                                 agreement relating to the settlement thereof;
                                 provided that, the indemnitee will have the
                                 right to participate in any legal proceeding to
                                 contest and defend a claim for 



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<PAGE>   31

                                indemnification involving a third party and to
                                be represented by legal counsel of its choosing,
                                all at the indemnitee's cost and expense.

           (b)       Settlement. The indemnitor shall not be responsible for any
                     settlement or compromise made without its consent (provided
                     the indemnitor is not in material breach of its indemnity
                     obligations hereunder). The indemnitee agrees to cooperate
                     in good faith with the indemnitor at the request and
                     expense of the indemnitor.

10.6       Limitation of Liability.

           (a)       Direct Damages. Subject to Section 10.6(c), in the event
                     either party shall be held liable to the other for any
                     matter arising out of, under, or in connection with this
                     Agreement, whether based on an action or claim in contract,
                     equity, negligence, tort or otherwise, the amount of
                     damages recoverable against such party for all events, acts
                     or omissions shall not exceed, in the aggregate, the [*] of
                     the [*] by Wall Data to EDS under this Agreement ([*] for
                     [*] or [*] [*]) during the [*] immediately preceding the
                     date that the first such claim or action arose.

           (b)       Indirect Damages. Subject to Section 10.6(c), for any
                     matter arising out of, under, or in connection with this
                     Agreement, whether based on an action or claim in contract,
                     equity, negligence, tort or otherwise, in no event will the
                     measure of damages payable by either party include, nor
                     will either party be liable for, any amounts for loss of
                     income, profit or savings or indirect, incidental,
                     consequential, or punitive damages of any party, including
                     third parties.

           (c)       Exceptions. The limitations set forth in Sections 10.6(a)
                     and (b) will not apply with respect to (i) claims that are
                     covered by the indemnification provisions set forth in
                     Sections 10.1(d), 10.2, 10.3 and 10.4(b) of this Agreement,
                     and (ii) Wall Data's obligation to pay charges to EDS for
                     the Services rendered under this Agreement.

           (d)       Survival. The provisions of this Section 10.6 will survive
                     the expiration or termination of this Agreement for any
                     reason.

10.7       Contractual Statute of Limitations. No claim and demand for
           arbitration or cause of action which arose out of an event or events
           which occurred more than four years prior to the filing of a demand
           for arbitration or suit alleging a claim or cause of action may be
           asserted by either party against the other party.

10.8       Acknowledgment. EDS and Wall Data each acknowledge that the
           limitations and exclusions contained in this Article have been the
           subject of active and complete negotiation between the parties and
           represent the parties' agreement based upon the level of risk to EDS
           and Wall Data associated with their respective obligations under this
           Agreement and the payments to be made to EDS under this Agreement.

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                            ARTICLE XI. MISCELLANEOUS

11.1       Right of the Parties to Engage in Other Activities. Nothing in this
           Agreement will impair either party's rights to acquire, license,
           market, distribute, develop for itself or others or have others
           develop for the respective parties similar technology performing the
           same or similar functions as the technology and the Services
           contemplated by this Agreement.

11.2       Binding Nature and Assignment. This Agreement shall be binding on the
           parties hereto and their respective successors and assigns. Except as
           provided in Section 9.5, neither party may, nor shall have the power
           to, assign this Agreement without the prior written consent of the
           other party, which consent shall not be unreasonably withheld.
           Notwithstanding the foregoing, EDS will have the right to subcontract
           all or any portion of the Services; provided, however, that, other
           than for temporary or incidental services, Wall Data has given its
           written consent for the subcontracting of such services, which
           consent will not be unreasonable withheld. Unless Wall Data provides
           EDS with a reasonable objection to such subcontracting arrangement
           within two weeks after Wall Data's receipt of notice (as provided
           herein), EDS will proceed with the implementation of such arrangement
           as specified in the notice. In no event shall any such subcontract
           relieve EDS of any of its obligations hereunder.

11.3       Notices. Wherever under this Agreement one party is required or
           permitted to give written notice to the other, such notice shall be
           deemed given the third day after its mailing by one party, postage
           prepaid, to the other party addressed as follows:

           In the case of EDS:

                     Electronic Data Systems Corporation
                     5400 Legacy Drive
                     H3-5C-45
                     Plano, Texas  75024-3105
                     Attention: President Hi-Tech Manufacturing SBU



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           with a copy to:

                     Electronic Data Systems Corporation
                     5400 Legacy Drive
                     H3-3A-05
                     Plano, Texas  75024-3105
                     Attention:  General Counsel

           In case of Wall Data:

                     Wall Data Incorporated
                     11332 N.E. 122nd Way
                     Kirkland, Washington 98034-6931
                     Attention:Mr. Richard H. Van Hoesen, Vice President Finance
                                   and Chief Financial Officer

           with a copies to:

                     Wall Data Incorporated
                     11332 N.E. 122nd Way
                     Kirkland, Washington 98034-6931
                     Attention:John Wall, President

                     and

                     Wall Data Incorporated
                     11332 N.E. 122nd Way
                     Kirkland, Washington 98034-6931
                     Attention:General Counsel

           Any writing which may be mailed pursuant to the foregoing may also be
           delivered by hand, telex, telegraph or telecopier and shall be
           effective when received by the addressee. Either party may from time
           to time specify as its address for purposes of this Agreement any
           other address upon giving ten days prior written notice thereof to
           the other party.

11.4       Counterparts. This Agreement may be executed in several counterparts,
           all of which taken together shall constitute one single agreement
           between the parties hereto.

11.5       Headings. The Article and Section headings and the table of contents
           used herein are for reference and convenience only and shall not
           enter into the interpretation hereof.

11.6       Relationship of Parties. EDS, in furnishing the Services to Wall Data
           hereunder, is acting only as an independent contractor and under no
           circumstances will EDS be deemed to be in any relationship with Wall
           Data carrying with it fiduciary or trust responsibilities, whether
           through 



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           partnership or otherwise. EDS does not undertake by this Agreement
           or otherwise to perform any obligation of Wall Data, whether
           regulatory or contractual, or to assume any responsibility for Wall
           Data's business or operations. EDS has the sole right and obligation
           to supervise, manage, contract, direct, procure, perform or cause to
           be performed, all work to be performed by EDS hereunder unless
           otherwise provided herein.

11.7       Hiring of Employees. During the Term and for a period of 12 months
           thereafter, neither party will solicit, directly or indirectly, for
           employment or employ any employee of the other without the prior
           written consent of the other.

11.8       Approvals and Similar Actions. Where agreement, approval, acceptance,
           consent or similar action by either party is required by any
           provision of this Agreement, such action shall not be unreasonably
           delayed or withheld.

11.9       Force Majeure. Each party shall be excused from performance hereunder
           (other than performance of obligations to make payment) for any
           period and to the extent that it is prevented from performing
           pursuant hereto, in whole or in part, as a result of delays caused by
           the other or third parties or an act of God, war, civil disturbance,
           court order, labor dispute, or other cause beyond its reasonable
           control, including failures or fluctuations in electrical power,
           heat, light, air conditioning or telecommunications equipment, and
           such nonperformance shall not be a default hereunder or a ground for
           termination hereof. The party relieved from performance under this
           Section shall use all commercially reasonable efforts and diligence
           to overcome the force majeure event and continue performance of its
           obligations. Notwithstanding the foregoing, in the event a force
           majeure event occurs and such event lasts continuously for a period
           of at least three months and, as a result of such force majeure
           event, EDS is prevented from providing Services pursuant to this
           Agreement, then. In addition, after such three-month period:

           (a)       If EDS can still perform 80% or more of the Services, then
                     this Agreement shall remain in effect through its Term even
                     though the force majeure event may continue; provided,
                     however, Wall Data may discontinue payments under this
                     Agreement to EDS related to the affected portion of the
                     Services which EDS is prevented from performing, and obtain
                     the same services from a third party.

           (b)       If EDS can still perform 50% to 79% of the Services, then
                     Wall Data may elect to either (i) continue the portion of
                     this Agreement relating to the Services that EDS is still
                     able to perform, despite the force majeure event, and
                     terminate the portion of this Agreement relating to the
                     Services affected by the force majeure event, or (ii)
                     terminate the entire Agreement, provided that (1) Wall Data
                     gives EDS prior written notice of such election to
                     terminate and states in such notice the termination date,
                     and (2) except as provided below, prior to such termination
                     date, Wall Data pays EDS a termination fee calculated as
                     follows: (x) if termination occurs in years one through
                     four (measured from the Effective Date), the termination
                     fee shall be [*] of the aggregate invoice amount described
                     in Section 9.4 for the fourth anniversary termination
                     option, plus [*] of the Hardware Charges component, (y) if
                     termination occurs in years five or 



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                     six (measured from the Effective Date), the termination
                     fee shall be [*] of the aggregate invoice amount described
                     in Section 9.4 for the sixth anniversary termination
                     option, plus [*] of the Hardware Charges component, and
                     (z) if termination occurs in years eight through Term
                     (measured from the Effective Date), the termination fee
                     shall be [*] of the aggregate invoice amount described in
                     Section 9.4 for the eighth anniversary termination option,
                     plus [*] of the Hardware Charges component.

                     If a force majeure event occurs after the adoption and
                     implementation of a new disaster recovery plan negotiated
                     in good faith and mutually agreed to by Wall Data and EDS,
                     and if Wall Data elects to terminate this Agreement under
                     the circumstances described in this Section 11.9(b), then
                     Wall Data will not be required to pay EDS the termination
                     fees described in this Section 11.9(b); provided, however,
                     that Wall Data will still be required to pay EDS [*] of
                     the Hardware Charges and any actual and unavoidable third
                     party fees and charges incurred by EDS as a result of such
                     termination.

           (c)       If EDS can still perform less than 50% of the Services,
                     then Wall Data may elect to either (i) continue the portion
                     of this Agreement relating to the Services that EDS is
                     still able to perform, despite the force majeure event, and
                     terminate the portion of this Agreement relating to the
                     Services affected by the force majeure event, or (ii)
                     terminate the entire Agreement, provided that (1) Wall Data
                     gives EDS prior written notice of such election to
                     terminate and states in such notice the termination date,
                     and (2) prior to such termination date, Wall Data pays EDS
                     the Hardware Charges described in Section 9.4.

           During the three-month period and for any period thereafter that EDS
           is prevented from providing Services pursuant to this Section, Wall
           Data may discontinue payments under this Agreement to EDS related to
           the affected portion of the Services (except for actual and
           unavoidable third party charges incurred by EDS).

11.10      Severability. If any term or provision of this Agreement or the
           application thereof to any person or circumstances shall, to any
           extent, be held invalid or unenforceable, the remainder of this
           Agreement or the application of such term or provision to persons or
           circumstances other than those as to which it is invalid or
           unenforceable shall not be affected thereby, and each term and
           provision of this Agreement shall be valid and enforceable to the
           extent permitted by law.

11.11      Waiver. No delay or omission by either party hereto to exercise any
           right or power hereunder shall impair such right or power or be
           construed to be a waiver thereof. A waiver by either of the parties
           hereto of any of the covenants to be performed by the other or any
           breach thereof shall not be construed to be a waiver of any
           succeeding breach thereof or of any other covenant herein contained.
           Subject to the limitations set forth in this Agreement, all remedies
           provided for in this Agreement shall be cumulative and in addition to
           and not in lieu of any other remedies available to either party at
           law, in equity or otherwise.

11.12      Attorneys' Fees. If there is any legal action with regard to the
           enforcement of an award granted under Section 8.3, the prevailing
           party shall be entitled to recover reasonable attorneys' fees 

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           and expenses and other costs incurred in that action or proceeding, 
           in addition to any other relief to which it may be entitled.

11.13      Media Releases. All media releases, public announcements and public
           disclosures by Wall Data or EDS relating to this Agreement or its
           subject matter, including, without limitation, promotional or
           marketing material (but not including any announcement intended
           solely for internal distribution at Wall Data or EDS, as the case may
           be, or any disclosure required by legal, accounting or regulatory
           requirements beyond the reasonable control of Wall Data or EDS, as
           the case may be) shall be coordinated with and approved by Wall Data
           and EDS prior to the release thereof.

11.14      No Third Party Beneficiary. Nothing in this Agreement may be relied
           upon or shall benefit any party other than the parties hereto.

11.15      Entire Agreement. This Agreement, including any Schedules or Exhibits
           referred to herein and attached hereto, each of which is incorporated
           in this Agreement for all purposes, constitutes the entire agreement
           between the parties with respect to the subject matter of this
           Agreement and there are no representations, understandings or
           agreements relating to this Agreement which are not fully expressed
           herein. No amendment, modification, waiver or discharge hereof shall
           be valid unless in writing and signed by an authorized representative
           of the party against which such amendment, modification, waiver or
           discharge is sought to be enforced.

11.16      Governing Law. This Agreement shall be governed by and construed in
           accordance with the laws of the State of Washington, without giving
           effect to principles of conflict of laws.

           IN WITNESS WHEREOF, EDS and Wall Data have each caused this Agreement
to be signed and delivered by its duly authorized officer, all as of the
Effective Date.

ELECTRONIC DATA SYSTEMS                   WALL DATA INCORPORATED
CORPORATION

By:        /s/ ROB LOUKS                  By:       /s/ J. SIMPSON
           -----------------------                  ------------------------

Name:      Rob Louks                      Name:     J. Simpson
           -----------------------                  ------------------------

Title:     Regional Vice President        Title:    Chief Executive Officer
           -----------------------                  ------------------------



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