<PAGE>

                                   EXHIBIT A


                           XYVISION SYSTEMS AGREEMENT


This Agreement is between Xyvision, Inc., a Delaware corporation with its
principal place of business at 101 Edgewater Drive, Wakefield, Massachusetts
01880, and the party whose name and principal place of business is set forth
below.


                         Underwriters Laboratories Inc.
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                               333 Pfingsten Road
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                           Northbrook, Illinois 60062
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This Xyvision Systems Agreement covers the major business transactions intended
between the parties, including:

  (a) Sale of hardware Products;
  (b) License of software Products; and
  (c) Provision of Services.

This Agreement and Orders under it are the complete understanding between the
parties regarding the subject matter of this Agreement and replace any prior
oral or written communications between the parties.

No subsequent modification of this Agreement shall be effective unless it is in
writing and duly signed by authorized representatives of both parties.

By signing below, each party agrees to the terms of this Agreement. Once
signed, (i) any reproductions of this Agreement or an Order under it made by
reliable means (for example, photocopy or facsimile) is considered an original
and (ii) all Products and Services ordered under this Agreement are subject to
it.

The parties agree that the terms and conditions of this Agreement shall apply
to Customer orders for Products and Services as of January 9, 1997 (the
("effective Date").

Underwriters Laboratories Inc.
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Customer



/s/ J.J. Ritchie
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Authorized Signature



J.J. Ritchie
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Name



Vice President
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Title



January 9, 1997
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Date



XYVISION, INC.
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/s/ Kevin J. Duffy
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Authorized Signature



Kevin J. Duffy
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Name



President, C.O.O.
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Title



January 10, 1997
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Date



                                       1

<PAGE>

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                                   SECTION 1

                                  DEFINITIONS
1.1 AGREEMENT means this Xyvision System Agreement.

1.2 CUSTOMER means the party identified above, and any affiliate(s) owned by
that party or its parent; provided that the party identified above shall remain
primarily liable for all obligations of each affiliate placing an Order under
this Agreement and the affiliate agrees by placing an Order to be bound to the
terms of this Agreement.

1.3 DELIVERY means transfer of a Product to a carrier for shipment to
Customer's site.

1.4 INSTALLATION means the Product(s) have been placed by Xyvision or Customer,
as applicable, in good working order and are ready for use at the installation
site defined in the applicable Order.

1.5 ORDER means an order submitted by Customer and accepted by Xyvision under
Section 2.

1.6 PRICE LIST means the Xyvision price list, for the applicable country, in
effect at the time of any purchase request(s) from Customer.

1.7 PRICE QUOTE means a quote or proposal submitted by Xyvision to Customer for
Products or Services.

1.8 PRODUCTS means the hardware and software products offered in the then
current Price List for the applicable country or as defined in a Price Quote.

1.9 PRODUCT SPECIFICATIONS means the then current data and information,
published at the time of an Order by XyEnterprise or the appropriate third
party vendor, concerning the Products.

1.10 COMPLIANT HARDWARE means hardware configuration as specified in Customer's
Order, or other hardware configurations that conform to the appropriate Product
Specifications and Xyvision configuration guidelines.

1.11 PUBLISHING SYSTEM means the publishing system to be built for Customer by
Xyvision utilizing the Products and Services of Xyvision and the products or
services of Customer and/or other vendors.

1.12 SERVICES means the services offered in the then current Price List for the
applicable country or as defined in a Price Quote.

1.13 SERVICE DESCRIPTION means a technical description or statement of work
describing a service.

1.14 STAGING means the installation, integration and testing of Products at a
single site to test their performance as a Publishing System or a substantial
portion of a Publishing System.

1.15 XYVISION means Xyvision, Inc., its subsidiaries and its divisions.


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                                   SECTION 2

                             ORDER ADMINISTRATION

2.1 PRICE QUOTES
Upon request, Xyvision will meet with Customer to review its requirements, and
will furnish Customer with a Price Quote for the Products and Services desired.
The Price Quote will be valid for sixty (60) days.

2.2 ORDERS

Customer may place an Order by issuing a purchase order referencing this
Agreement, and Price Quote, if any. Xyvision will promptly review the purchase
order and issue a written acknowledgment either accepting the Order or
requesting Customer's written acceptance of any clarifications, configuration
changes or other necessary changes. Alternatively, the parties may generate an
Order by completing a Xyvision Purchase Supplement.

Xyvision will confirm, and amend as necessary, any estimated shipment or
completion date for each Product or Service in the Order.

Terms and conditions submitted by either party in a purchase order, written
acknowledgment, or other form that differ from, conflict with, or are not
included in the terms and conditions in this Agreement will not become a part
of any Order or any other agreement between Customer and XyEnterprise unless
such terms and conditions are specifically accepted by the other party in
writing. To the extent that the other party accepts such modifications or
additions to the terms and conditions, they shall only apply to that specific
Order or Agreement.

2.3 ORDER CANCELLATION AND RESCHEDULING

Customer may cancel or reschedule any Order for any Products, in whole or in
part, at any time prior to Delivery of such Products by giving Xyvision notice
of such cancellation. In the event of any such cancellation or rescheduling,
Customer agrees to pay XyEnterprise a cancellation or rescheduling charge, as
the case may be, in accordance with the "Cancellation and Rescheduling Table"
that follows.

The cancellation and rescheduling charges in the table below are a percentage
of the undiscounted List Price of the Products so canceled or rescheduled.
These charges are based on the number of days remaining to the originally
scheduled delivery date for such Products, from the date of Xyvision receipt of
Customer's notice of such cancellation or request for rescheduling.


                                       2

<PAGE>

                      CANCELLATION AND RESCHEDULING TABLE

<TABLE>
<CAPTION>
  DAYS REMAINING
 UNTIL SCHEDULED     CANCELLATION     RESCHEDULING
     DELIVERY           CHARGE           CHARGE
_________________   ______________   _____________
<S>                 <C>              <C>
     Over 60             0%               0%
      60-31              10%              0%
    30 or less           15%              0%
_________________        __          _____________
</TABLE>

Customer may cancel any Order for Services, except Maintenance Services (see
14.2.1), upon ninety (90) days written notice to Xyvision.

2.4 PRICES, TAXES AND DUTIES

The prices for Products and Services ordered by Customer under this Agreement
shall be based on the prices set forth in the Price List.

Prices and license fees are exclusive of all federal, state, municipal or other
government excise, sales, use, value added, inventory, like taxes or customs
duties now in force or enacted in the future except taxes based on Xyvision's
net income. Customer agrees to provide Xyvision any applicable certificate or
exemption or similar document required to exempt any sale or license of
Products Delivered under this Agreement from sales or other tax and to
reimburse Xyvision for any such taxes Xyvision is required to collect and pay.


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                                   SECTION 3

                              TITLE AND SHIPMENT
Title to each hardware Product shall pass, and the license to each software
Product shall start, upon Delivery. Shipment shall be F.O.B. Xyvision's plant.
Risk of loss shall pass at shipment. Xyvision will select the carrier unless
Customer selects a carrier: (i) in the Order or (ii) in writing ten (10) days
prior to Delivery.


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                                   SECTION 4

                         PAYMENT AND PRICE PROTECTION
4.1 PRODUCT PAYMENTS
Unless otherwise agreed to in an Order, payment for Products shall be:

(a) Fifteen percent (15%) of the Software Products and fifty percent (50%) of
      hardware products as deposit with Customer's Purchase Order; and

(b) Fifteen percent (15%) of the Software Products upon completion of mutually
       agreed final Implementation Plan; and

(c) Fifty percent (50%) of hardware Products upon hardware installation and
       acceptance; and

(d) Fifty (50%) of the software Products net thirty (30) days from Delivery;
       and

(e) Twenty percent (20%) of the software Products net thirty (30) days from
       completion of installation

4.2 SERVICE PAYMENTS

Unless otherwise agreed to in an order, Payments for Services shall be net
thirty (30) days from the date of invoice.

4.3 INVOICING AND FORM OF PAYMENT

Products are invoiced at Delivery. Services are invoiced monthly. Payment may
be made by check or by wire transfer to a bank designated by Xyvision. Payments
made under this Agreement shall be made in U.S. Dollars and shall not be deemed
made until payment is available to Xyvision in the United States in freely
available funds.

4.4 LATE PAYMENTS
Late payments are subject to a late payment charge of 1.5 percent per month,
but not in excess of the lawful maximum, on the unpaid balance.

4.5 PRICE PROTECTION
If published prices for Xyvision software Products are decreased within six (6)
months of Customer's purchase of those Products, Customer will receive a credit
in proportion to such price decrease.


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                                   SECTION 5

                        SITE PREPARATION, INSTALLATION
                             AND FINAL ACCEPTANCE
5.1 SITE PREPARATION
Provided Xyvision provides Customer with adequate notice of the Product
Specifications, Customer agrees to arrange a safe and suitable place for
Installation in accordance with the applicable Product Specifications prior to
the Installation date.

5.2 HARDWARE AND SOFTWARE PRODUCTS
Prior to Delivery, Customer and Xyvision will agree on a mutually agreeable
Installation date. Customer will determine the desired location for the
Product(s). Xyvision will provide all appropriate labor for unpacking and
placing each Product in the desired location ("Installation") only if such
services have been purchased from Xyvision. Xyvision shall not be responsible
for the Installation of any products not purchased from Xyvision. Packaging
materials shall become the property of Customer. Software Installation,
including operating system loading, system configuration and Xyvision
application loading shall be the responsibility of the customer unless such
services are defined in a Service Description and purchased in the Order. In
the event that Xyvision is contracted to provide Installation, the completion
of Installation will be evidenced by Xyvision's written notice to Customer
stating the date of Installation.

The Customer's acceptance of the Delivered Products shall occur on the earlier
of (i) the date of Installation, or (ii) if no Installation is required,
Delivery; unless, in


                                       3

<PAGE>

either case, the Customer notifies Xyvision in writing, within thirty (30) days
after such Installation or Delivery, as the case may be, that the Delivered
Products are defective or fail to conform to the applicable Product
Specifications. Xyvision's sole obligation with respect to such defective or
nonconforming Delivered Products shall be to repair or replace them, at its
option, pursuant to the warranty provisions of this Agreement.

Unless otherwise agreed to in an Order, Customer is responsible for connecting
non-Xyvision supplied equipment to the Products.

5.3 STAGING AND ACCEPTANCE OF INTEGRATED SYSTEM  If Customer is ordering a
Publishing System, or a significant portion of a Publishing System, Xyvision
may Stage the Products at the Installation site(s). Upon Staging, Xyvision will
conduct its standard diagnostic tests appropriate for the Publishing System and
any other tests agreed upon in the Statement of Work for the Publishing System;
(see Section 13 Special Products and Services).

The tests will be confirmed by a test report dated and signed by a
representative of Xyvision and a representative of Customer. If the Publishing
System fails the tests, Xyvision will correct the deficiency, without charge to
Customer, and rerun the tests.


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                                   SECTION 6

                                   WARRANTY
6.1 WARRANTY PERIOD
The "Warranty Period" for all Xyvision developed Products shall be 90 days from
date of Installation. In the case of a phased implementation, the Warranty for
licenses which are not activated at the time of installation will begin upon
their activation. The Warranty Period for all third party Products shall be as
described in Exhibit A.

6.2 HARDWARE WARRANTY
Warranty for Hardware Products purchased through Xyvision will be described in
Exhibit A.

6.3 SOFTWARE WARRANTY
Xyvision represents and warrants that it has all necessary rights, including
title to, or is the authorized licensor or reseller of, the software Products
and that there are no known claims to the effect that any Product infringes the
property rights of third persons.

The software Products, when used within the scope of the applicable software
license, will substantially conform to their Product Specifications or, in the
case of customized software Products, to specifications mutually agreed to in
writing by both parties. At no charge to Customer, Xyvision shall use
reasonable efforts to provide corrections to remedy any failure to so conform
which are reported by Customer during the Warranty Period. In addition,
warranty service also includes free software Products updates and revisions
during the Warranty Period which XyEnterprise provides generally to its
customers covered under software Product maintenance. Xyvision does warrant
that the software Products, when used within the scope of the licensing
agreement, will conform in all material ways to their Product Specifications
including specifications defined in a mutually developed Statement of Work. If
Xyvision receives detailed written notification from the Customer that the
Products or a component of the Products fails to perform in accordance with the
Product Specification in a reproducible and material way ("Defective Item"),
and after Xyvision's repeated failures to bring the Defective Item to its
proper performance level, the Customer shall have the right to return the
Defective Item for a full refund unless Xyvision can substitute mutually
agreeable equivalent product(s) that will meet the required performance level.
The above shall not apply to failure caused by the Customer or any third party
products or services not supplied by Xyvision.

Xyvision does not warrant that the functions contained in the Software Products
will operate in the specific combinations which may be selected for use by
Customer, or that the operation of the Software Products will be uninterrupted
or error free.

6.4 SERVICES WARRANTY

Services will be performed in a professional and workmanlike manner and
according to the applicable Service Description.

6.5 WARRANTY FOR PUBLISHING SYSTEMS
For each Publishing System Xyvision delivers to Customer under a Statement of
Work for Special Products and Services (see Section 13), Xyvision warrants that
it meets its completion Criteria as specified in the Statement of Work.

If a Publishing System does not function as warranted during the warranty
period, Xyvision will correct the deficiency without charge.

6.6 EXCLUSIONS
Xyvision's warranty obligations apply only if: (i) Customer, per the proposal,
provides modem access to the system via dial-up telephone line, if specified
pursuant to the applicable Product Specifications, (ii) the Delivered Products
are being properly used and maintained in accordance with the applicable
Product Specifications, (iii) the Delivered Products have not been subjected to
misuse, accident or disaster, including without limitation fire, flood, water,
wind, lightning or other acts of God, and (iv) the hardware and software
Products have not been altered or modified, unless authorized or performed by
Xyvision.


                                       4

<PAGE>

6.7 PRODUCT MODIFICATIONS

Xyvision reserves the right, without the prior approval of Customer, to make
changes to any Products ordered by Customer under this Agreement:

(a) Which do not affect their physical or functional interchangeability or
      performance at a higher level of assembly, for any reason;

(b) When required for purposes of safety; or

(c) When required to meet Product Specifications or certifications.


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                                   SECTION 7

                                 INFRINGEMENT
7.1 INFRINGEMENT PROTECTION
Notwithstanding any other provisions of this Agreement to the contrary, during
the term of this Agreement, Xyvision will defend Customer against any claim
that the use of one or more Products infringes a patent or copyright, or a
trade secret or other proprietary right. Xyvision will pay resulting costs,
damages and attorney's fees sustained or incurred by Customer on the condition
that:

(a) Customer notifies Xyvision in writing promptly upon Customer's receipt of
      any such claim;

(b) Xyvision has sole control of the defense, provided Xyvision keeps Customer
       informed, and all related settlement negotiations for, any such claim;
       and

(c) Customer cooperates fully in the defense of, and furnishes all related
       evidence in its control relating to, any such claim.

7.2 INFRINGEMENT REMEDIES
Xyvision is not liable for infringement claims based on (i) the combination,
operation or use of one or more Products with equipment, data or software not
supplied or recommended in writing by Xyvision if the claim would have been
avoided by use of other equipment, data or software; (ii) modifications to one
or more Products if the modifications were not made or recommended by Xyvision
if such claim would have been avoided by the absence of the modification; (iii)
modification to the Products in accordance with Customer's designs or
specifications of which Xyvision is unaware; or (iv) Products originally
supplied to Xyvision by a third-party vendor to the extent that the vendor
limited its liability to Xyvision for such claim.

7.3 XYVISION PROTECTION
Customer shall defend Xyvision and pay Xyvision all resulting costs, damages
and attorney's fees which Xyvision may sustain or incur by reason of
infringement, or claim thereof, of any patents, copy-rights, trade secrets or
other proprietary rights resulting from Xyvision's compliance with Customer's
designs or specifications or from Customer's combination, operation or use of
one or more Products with equipment, data or software not supplied or
recommended by Xyvision; provided Xyvision furnishes Customer with the same
notice, control and cooperation required of Customer under Section 7.1 (a),
(b), (c).

7.4 LIMITATION OF REMEDY

This Section 7.0, as limited by Section 11, states the entire obligation of the
parties with respect to infringement of patents, copyrights, trade secrets
and/or other proprietary rights.


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                                   SECTION 8

                           INTELLECTUAL PROPERTY AND
                                CONFIDENTIALITY

8.1 INTELLECTUAL PROPERTY RIGHTS
This Agreement does not grant either party a license or right in or to any
patent, copyright, trademark, service mark, trade name or other proprietary
right of the other party than as set forth in Section 9 Software Licenses and
Section 13.

8.2 CONFIDENTIAL DISCLOSURE PROVISIONS
Each party agrees to keep all "Proprietary Information," that is identified in
writing as Proprietary and/or Confidential, in confidence and shall not
disclose Proprietary Information to anyone, except to employees, contractors or
agents of either party to whom disclosure is necessary in performance of this
Agreement.

See attached Addenda for further clarification.

The receiving party agrees to protect the confidentiality of the disclosing
party's Proprietary Information by use of the same degree of care that the
receiving party uses to protect its own Proprietary Information, but no less
than a reasonable degree of care. A receiving party shall not be liable to the
disclosing party for the inadvertent disclosure of the disclosing party's
Proprietary Information if such disclosure occurred despite the observance of
the aforementioned standard of care standard of care.

The parties agree to impose the same responsibilities and duty of
confidentiality set forth in this Section 8 on any and all persons or other
entities to whom the parties are authorized to disclose Proprietary
Information.

Proprietary Information shall not be considered to be confidential if: (i) it
is generally of public knowledge, (ii) is rightfully obtained from a third
party, (iii) is provided to a third party by the disclosing party with no
obligations or confidentiality or (iv) is developed independently by the
receiving party.

8.3 CONFIDENTIAL NATURE OF THIS AGREEMENT
Except as required by law, the terms of this Agreement shall not be disclosed
to any third party by either party without the prior written approval of the
other party.


                                       5

<PAGE>

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                                   SECTION 9

                               SOFTWARE LICENSES
9.1 CUSTOMER'S SOFTWARE LICENSE
Each Xyvision Software Product, including any updates, corrections or
modifications, (collectively the "Software"), is furnished under a
nontransferable, nonexclusive perpetual license for use by Customer on
compliant hardware. Software may be copied in whole or in part as reasonably
necessary to allow for Customer's internal use on the compliant hardware, and
for the purposes of archiving and backup. Customer agrees to reproduce and
include Xyvision's copyright and any other proprietary rights legends on each
copy of the Software, and not to remove or alter such legends on copies of the
software supplied by Xyvision. All copies of the Software, in whole or in part,
are the property of Xyvision or its third party vendor and no title to or
ownership of the Software is transferred to Customer. The Software contains
proprietary and confidential information of Xyvision or its supplier and
Customer agrees not to sell, lease, or otherwise transfer, provide, disclose or
make available copies of any Software to any other party, other than its
consultants authorized to receive proprietary information, without the prior
written consent of Xyvision. Customer shall not reverse compile or otherwise
disassemble the Software.

Each license is effective from the date of Delivery of each software Product
and shall remain in effect until it is terminated by Customer or by Xyvision
under this Agreement. If the license is terminated, the Customer agrees to
delete the applicable software Product and all copies thereof from its system
files and storage media, to destroy the soft-ware Product in printed form, to
terminate all use of the software Product and to deliver to Xyvision all
storage media owned by Xyvision in Customer's possession. Customer agrees to
certify in writing, within thirty (30) days that, to the best of its knowledge,
it returned or destroyed the original and all copies of the software Product.

9.2 THIRD PARTY SOFTWARE PROVISIONS
Certain Xyvision Software Products contain third party software. Xyvision
and/or any third party vendor reserve the right to enforce and/or terminate
this license if Customer fails to comply with the terms of Section 9.

Certain Software Products are entirely third party software to which Xyvision
has the rights to transfer a license to Customer. These software Products are
provided to Customer subject to the license agreement provided with them, as
modified by the Customer, and agreed by the relevant third party software
manufacturer. Xyvision and the third party vendor of the software reserve the
right to enforce this license.

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                                  SECTION 10

                             TECHNICAL SUPPORT AND
                            TECHNICAL DOCUMENTATION

10.1 TECHNICAL SUPPORT
Except as otherwise agreed to in writing by Xyvision, Customer shall be
responsible for the operational use of all Products Delivered under this
Agreement. Xyvision shall support Customer in the aforementioned activities to
the extent required by this Agreement and in connection with any Order(s) for
Services.

10.2 TECHNICAL DOCUMENTATION

Xyvision will supply one copy of Xyvision's standard user documentation
applicable to the hardware and software Products ordered by Customer at the
time of Delivery. This documentation will be provided primarily in electronic
form suitable for PostScript printing at the Customer Site. This documentation
may be used and copied by Customer solely in connection with Customer's use of
the hardware and software Products delivered by Xyvision to Customer.


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                                  SECTION 11

                                   INDEMNITY

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, TO THE EXTENT ANY
EMPLOYEE, CONTRACTOR OF, OR CONSULTANT, OR ADVISOR TO XYVISION ENTERS UPON
CUSTOMER'S PREMISES IN THE PERFORMANCE OF THIS AGREEMENT, XYVISION AGREES TO
INDEMNIFY, DEFEND, AND HOLD HARMLESS CUSTOMER, ITS SUCCESSORS AND ASSIGNS,
AFFILIATES, TRUSTEES, OFFICERS, AGENTS, EMPLOYEES, AND CLIENTS FROM AND AGAINST
ALL CLAIMS, SUITS, LOSSES, JUDGEMENTS, LIENS, COSTS, FINES, LIABILITIES OR
EXPENSES OF WHATEVER NATURE (INCLUDING ATTORNEY'S FEES AND EXPENSES), ARISING
FROM ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR ECONOMIC LOSS (INCLUDING
SPECIAL OR CONSEQUENTIAL LOSS, LOST PROFITS, OR OTHER DAMAGES WHETHER OR NOT
XYVISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), CAUSED BY ANY
SUCH EMPLOYEE, CONTRACTOR, CONSULTANT, OR ADVISOR WHILE ON CUSTOMER'S PREMISES
WITHOUT REGARD TO THE ACTS OR OMISSIONS OR NEGLIGENCE OF ANY PARTY WHICH MAY
HAVE CONTRIBUTED IN WHOLE OR IN PART TO THE PERSONAL INJURY, DEATH, PROPERTY
DAMAGE OR ECONOMIC LOSS OF WHICH COMPLAINT IS MADE UNLESS SUCH CLAIM ARISES
FROM THE SOLE NEGLIGENCE OF CUSTOMER.


                                       6

<PAGE>

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                                  SECTION 12

                       INTERNATIONAL DELIVERY AND EXPORT

12.1 RESPONSIBILITIES
Xyvision will be responsible for obtaining export licenses for the Products,
parts, repair equipment or technical data to be exported to Customer. As
necessary, Customer will provide Xyvision with any information, certifications
or other documents that Xyvision may reasonably require.

12.2 EXPORT REASSURANCE

Customers agrees that, regardless of any disclosure made by Customer to
Xyvision, Customer will not re-export either directly or indirectly, any
Products, parts, repair equipment or technical data without first obtaining a
license, as required, from the United States Department of Commerce or any
other agency or department of the United States Government.


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                                  SECTION 13

                         SPECIAL PRODUCTS AND SERVICES

Special Products and Services are any Products or Services not listed in the
Price List. All Special Products and Services will be noted as such in an
Order.

Xyvision will use its best efforts to complete the work described in a Price
Quote for the requested Special Products or Services ("Statement of Work").

Xyvision shall retain title to the intellectual property produced by its work
under this Agreement, but (subject to Section 8 Intellectual Property and
Confidentiality) grants to Customers a royalty-free, nonexclusive,
nontransferable license (i) to make use of any such intellectual property which
is conceived or first reduced to practice by Xyvision in the performance of the
Statement of Work and (ii) to use, duplicate, disclose or otherwise dispose of
all reported information (such as reports or data tables), except Xyvision
proprietary data or Products, delivered to Customer in the performance of the
Statement of Work.


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                                  SECTION 14

                                  MAINTENANCE
14.1 DEFINITIONS CONCERNING MAINTENANCE
(14.1.1) "Initial Maintenance Term" means the period commencing on the day
after the expiration of the warranty on any of the Delivered Products and,
unless otherwise agreed, ending one year thereafter.

(14.1.2) "Additional Maintenance Term" means the period commencing on the day
after the expiration of a Maintenance Term and ending one year thereafter.

(14.1.3) "Installation Site" means the area in which the Products have been
installed at the location identified in the Order.

(14.1.4) "Principal Period of Maintenance" means, unless otherwise specified in
an Order, the hours of 8:30 a.m. and 5:00 p.m. local time on Monday through
Friday of each week, excluding holidays normally observed in the area where
service will be provided.

(14.1.5) "Remedial Maintenance" means any repair services performed by Xyvision
or its authorized representative, including diagnosis, troubleshooting, repair,
testing or replacement, which may be performed either on-site or from a remote
location by telephone and/or modem.

14.2 TERM OF MAINTENANCE

(14.2.1) Each of the Products shall be covered for the Initial Maintenance Term
and, unless written notice of termination is given more than forty-five (45)
days prior to the expiration of such Initial Maintenance Term or any Additional
Maintenance Term, shall be covered for successive Additional Maintenance Terms.


(14.2.2) Any Products added during a maintenance term, shall have a maintenance
term coterminous with the then current maintenance term.

14.3 ELIGIBILITY
(14.3.1) At the Installation Site, all XyEnterprise-supplied Products on site
which comprise a single system shall be included under this Agreement (a
"single system" being one or more groupings of XyEnterprise-supplied Products
into "nodes") as specified in the Order and interconnected by power or signal
cables or connections.

(14.3.2) Any Xyvision developed Product which, immediately prior to inclusion
under this Agreement, is covered by a Xyvision warranty will be eligible for
inclusion without prior inspection by Xyvision. All other Products are subject
to inspection and approval by Xyvision prior to inclusion under this Agreement.
The Customer shall pay the then prevailing time and materials rates plus
reasonable travel and subsistence costs required to inspect and place the
Products in a condition such that they will be accepted by Xyvision for
maintenance under this Agreement.

14.4 CHARGES
(14.4.1) The maintenance charge in the Price Quote shall remain in effect
during the Initial Maintenance Term. Thereafter, the maintenance charge may be
adjusted to Xyvision's then current rates upon ninety (90) days notice to
Customer.

(14.4.2) Charges for Services performed during times other than the Principal
Period of Maintenance or for Services performed outside of the scope of this
Agreement shall be made at Xyvision's then prevailing standard time and
materials rates plus reasonable travel and


                                       7

<PAGE>

living expenses. The minimum time charged for such Service shall be four (4)
hours, including travel time to and from the Installation Site.

14.5 RESPONSIBILITIES OF CUSTOMER

(14.5.1) The Customer shall provide, during the Principal Period of
Maintenance, at no charge to Xyvision, resources, including without limitation
full and free access to the Products, working and storage space, adequate
facilities within a reasonable distance from the Products and use of any
machines, attachments, features or other equipment necessary to enable Xyvision
to provide the Services set forth in this Agreement.

(14.5.2) The Customer shall not perform, or authorize the performance of,
maintenance or repair, other than preventative maintenance, to Products covered
by this Agreement except with the prior written consent of Xyvision. Customer
shall perform required preventative maintenance measures, as defined and
mutually agreed in the Implementation Plan, in accordance with the applicable
Product Specifications.

(14.5.3) The Customer shall be responsible for the procurement, installation,
and maintenance of all non-Xyvision communications media. Charges for such
media in connection with the performance of the Services set forth in this
Agreement shall be the responsibility of Customer.

(14.5.4) The Customer shall provide Xyvision remote dial-up access to the
system through the installation and maintenance of an appropriate modem for the
purposes of remote problem diagnosis. If such equipment is not supplied,
Xyvision shall not be obligated to fulfill its maintenance commitments under
this Agreement.

14.7 SOFTWARE MAINTENANCE SERVICES
(14.7.1) Xyvision shall provide telephone support and consultation to the
Customer during the Principal Period of Maintenance.

(14.7.2) Xyvision shall periodically distribute Program letter updates, (i.e.
Revision 4.2g) providing factory distributed fixes, updates to the system
operating software and other Programs.

(14.7.3) Xyvision shall periodically distribute new revision releases of the
software at no charge. Revision releases are designated by a change in number
to the right of the decimal point for the software Product.

(14.7.4) Xyvision shall, from time to time, distribute one set of user manual
updates providing new manuals and supplements and revisions to existing manuals
which pertain to the system operating software included in the Products.

(14.7.5) The incorporation or integration of third party Product upgrades or
new release may require additional, funded development or technical services.
In the event that the third party upgrade or new release requires such
reintegration, Xyvision agrees to provide the customer a statement of work and
a price quote describing the required services prior to initiating or
implementing the upgrade. Such charges shall not exceed Xyvision's standard
time and materials charges for the amount of work required. Customers should
notify Xyvision prior to upgrading any third party Product or operating System
to ensure compatibility with XyEnterprise Products.

(14.7.6) Xyvision shall provide the Products with Remedial Maintenance,
including all actions required to verify the existence of a reported problem,
and ascertain the conditions under which the problem can be repeated. After
examination of the problem, Xyvision shall issue a status report and, at its
discretion, perform one of the following actions; as appropriate (i) provide a
patch, update or revision; (ii) provide a temporary bypass or workaround; (iii)
provide a statement that the problem could not be verified and more data is
necessary; or (iv) provide a statement that the problem is not of sufficient
magnitude to warrant immediate correction, whereupon it will be corrected in a
later revision. Implementation of the maintenance action suggested (if any)
will take place during Principal Period of Maintenance.

Remedial Maintenance will not be provided for problems that could have been
prevented by implementation of a distributed patch or update.

(14.7.7) Maintenance services for software Products replaced by an updated
version may be discontinued ninety (90) days after delivery of the update.

(14.7.8) Xyvision will support a major release of software for five (5) years
after its initial release to a customer, subject to the following conditions:


      (1) all Xyvision software products are continuously and uninterruptedly
             maintained under Xyvision's software maintenance program, and;

      (2) Customer installs latest software updates as they are released to the
             general public, and;

      (3) imbedded third-party products are exempted to the extent that they
             become obsolete or unsupportable.

14.8 MOVEMENT OF PRODUCTS
(14.8.1) Except in the event of an emergency relocation to a back-up system,
prior to any movement of Products from the Installation Site, or transfer of
Software to a new Compliant Hardware Platform, the Customer shall give Xyvision
at least thirty (30) days prior written notice of such propose movement and
specify the proposed new location and hardware environment. Xyvision will
evaluate the proposed transfer on a timely basis and will make recommendations
as the suitability of the new environment. Customer shall be re-


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<PAGE>

sponsible for providing all services related to the actual movement and
reconfiguration of the Products unless such services are contracted through
Xyvision in an Order or statement of work.

(14.8.2) In the event of a Product relocation, the monthly charges specified in
this Agreement shall be suspended on the day the dismantling of the Products
commences and shall be reinstated on the day following the Installation of the
Products at the new location.

(14.8.3) If, upon relocation and inspection, XyEnterprise personnel determine
that the Products are not in good operating condition as a result of causes
beyond the control of Xyvision, the Customer shall be charged separately for
all labor, materials and adjustments required to place the Products in good
operating condition. Charges for this work shall be computed at the then
prevailing standard Xyvision rates for labor and materials plus travel and
living expenses.

14.9 EXCLUSIONS
(14.9.1) Xyvision's obligation to provide maintenance services under this
Agreement is contingent upon: (i) the Delivered Products being properly used
and maintained in accordance with their applicable Product Specifications; (ii)
the Delivered Products not being subjected to misuse, accident or disaster,
including without limitation fire, flood, water, wind, lightning or other acts
of God, and (iii) the Products have not been altered or modified, unless
authorized or performed by Xyvision.

(14.9.2) This sub-section not applicable. (14.9.3) Maintenance services under
this Agreement do not include: (i) furnishing of supplies, accessories, media
or replacement or expendable parts consumed by preventive maintenance
procedures.

14.10 LIMITATION ON ANNUAL INCREASES IN SOFTWARE MAINTENANCE CHARGES
The annual increase for Xyvision Software Maintenance will not exceed the
Consumer Price Index (CPI) for the Chicago, Illinois metropolitan area, as
published by the United States Department of Labor.


--------------------------------------------------------------------------------
                                   SECTION 15

                              TERM AND TERMINATION
15.1 AGREEMENT TERM
This Agreement shall commence upon the Effective Date and shall continue for
five (5) years, at which time this Agreement shall expire unless renewed by
mutual agreement of the parties (the "Agreement Term"). Notwithstanding the
expiration of this Agreement, each party shall remain obligated to complete its
respective obligations under this Agreement for any Order(s) accepted by
Xyvision prior to such expiration.

15.2 TERMINATION

If any of the events set forth below occur with respect to one party, then this
Agreement may be terminated effective immediately upon written notice thereof
by the other party:


      (a) A party becomes insolvent; files a voluntary petition in bankruptcy
             or liquidation; proposes any dissolution, liquidation,
             reorganization, or recapitalization with its creditors; has filed
             against it any involuntary petition in bankruptcy or liquidation,
             or a receiver is appointed or takes possession of a party's
             property, and such petition or receiver is not dismissed or stayed
             within ninety (90) days after such filing, appointment or taking
             possession; makes an assignment for the benefit of creditors, or
             is adjudicated as a bankrupt; or takes any similar action under
             similar laws or any jurisdiction; or


      (b) Material breach of this Agreement which is not remedied within thirty
             (30) days after written notice (stating the breach with
             particularity) has been given; or

15.3 SURVIVAL

Following the termination or expiration of this Agreement, neither party shall
have any further obligations or rights with respect to the other party under
this Agreement, except that (i) Xyvision shall be obligated to honor any Orders
accepted by it prior to such termination or expiration, (ii) Customer shall be
obligated to pay any amounts owed to Xyvision, and Xyvision's security interest
securing such payment pursuant to Section 3 shall remain in effect and (iii)
the provisions of Section 6, 7, 8, 9, 11, 12 and 16 shall remain in effect in
accordance with their terms.


--------------------------------------------------------------------------------
                                   SECTION 16

                                 MISCELLANEOUS
16.1 UNITED STATES GOVERNMENT RESTRICTED RIGHTS  If Customer uses the Products
or Services under or for a United States government contract, Customer agrees
that it will include all necessary and applicable restricted rights legends on
the software and documentation Products to protect Xyvision's or its third
party vendors' proprietary rights under subparagraph (a) through (d) of the
Commercial Computer-Restricted Rights clause at FAR 52.227-14 when applicable,
or in subparagraph (C) (1) (ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013. Contractor/manufacturer is Xyvision,
Inc., 101 Edgewater Drive, Wakefield, MA 01880.


                                       9

<PAGE>

16.2 ANNOUNCEMENTS
Except as required by law, the prior written approval of all press releases and
other public announcements concerning this Agreement shall be obtained by the
releasing party from the other party in all cases in which publicity makes
reference to the other party and/or to this Agreement.

16.3 THIRD PARTY FINANCING
Customer agrees that none of the Products sold or licensed to Customer under
this Agreement shall be subject to a third party leasing agreement, without
Xyvision's prior written consent, which will not be unreasonably withheld.

16.4 FORCE MAJEURE
If any performance under this Agreement is interfered with by reason of any
circumstances beyond the reasonable control of the party affected, including
without limitation, fire, explosion, power failure, acts of God, war,
revolution, civil commotion or acts of public enemies; any law, order,
regulation, ordinance, or requirement of any government or legal body; any
labor unrest, including without limitation strikes, slowdowns, picketing or
boycotts; then the party so affected, upon prompt notice thereof to the other
party, shall be excused from such performance to the extent so affected by the
force majeure interruption provided that the party so affected shall use all
reasonable efforts to remove such causes of nonperformance as soon as
practicable.

16.5 NOTICES
Any notices required or permitted to be given under this Agreement shall be in
writing, in the English language, and shall be deemed to have been duly given
when delivered in person, or if mailed (when mailed by registered air mail
postage prepaid, return receipt requested), to the parties at the addresses set
forth on the front page of this Agreement or at such other address as may be
given in writing by either party to the other.

16.6 ASSIGNMENT
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Neither
party may assign this Agreement or its rights, duties or obligations without
the prior written consent of XyEnterprise, which shall not be unreasonably
withheld. Any unauthorized attempt to assign this Agreement or any of rights,
duties or obligations without such prior written consent shall be considered
void. Either party may terminate this Agreement and any licenses granted under
this Agreement by notice to the other party effective on the date such notice
is given if a party assigns this Agreement or any of Customer's rights, duties
or obligations without the prior written consent.

16.7 GOVERNING LAW

The parties hereby agree that any dispute regarding the interpretation or
validity of this Agreement shall be subject to the exclusive jurisdiction of a
competent State or Federal court in the Commonwealth of Massachusetts, U.S.A.,
and the parties hereby submit to the jurisdiction of such courts therefore. The
official version of this Agreement shall be the English language version.

16.8 ORDER OF PRECEDENCE
The order of Precedence will be stated in Addenda A.

16.9 VALIDITY
If any term of this Agreement is found to be invalid or unenforceable by a
court of competent jurisdiction or is waived by the parties, in whole or in
part, the remaining terms of this Agreement is found to be invalid or
unenforceable by a court of competent jurisdiction or is waived by the parties,
in whole or in part, the remaining terms of this Agreement shall continue in
full force and effect, as applicable.

16.10 HEADINGS
The headings used in this Agreement are included for reference only and shall
not affect the meaning or interpretation of this Agreement.

16.11 PROTECTION FROM INCREASED SERVICE CHARGES DUE TO UNILATERAL REASSIGNMENT
OF IMPLEMENTATION RESOURCES.
In the event that Xyvision unilaterally reassigns project management of
consulting personnel after a Statement of Work or functional specification has
been mutually-agreed in writing, and development of delivery of services has
begun, Customer will not be liable for any additional cost caused by such
reassignment.


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