Exhibit 10.23

                                                                        Rockwell
                                                                         Collins

SNAP2 Corporation                                       Agreement No. 4500601442
                                                               Date: Nov. 2,2001

                           SUPPORT SERVICES AGREEMENT


This Agreement is entered into between Rockwell Collins, Inc. located at 2001
West Mission Boulevard, Pomona, CA 91766-1020 (hereinafter referred to as
"Rockwell" or "Buyer"), and SNAP2 Corporation, located at 10641 Justin Drive,
Des Moines, Iowa (hereinafter referred to as "Seller").

In consideration of the promises contained herein, the parties agree to the
following terms and conditions:

1.   SCOPE OF SERVICES

     During the term of this Agreement, Seller shall furnish the services set
     forth in Statement of Work, ASU ASIC Verification Software, Project no.
     1048A, attached hereto and made a part hereof. Such services shall be
     performed by individuals as employees of Seller, an independent contractor,
     and not as employees of Buyer. If the services are to be performed at
     Buyer's plant, Seller's employees shall abide by rules established by
     Buyer. Signing and returning the acknowledgment copy of this agreement
     shall constitute acceptance of this Agreement. All use or reference to the
     phrase "this Agreement" contained herein, or in any document incorporated
     by reference, shall mean and be construed to include this Services
     Agreement and any Purchase Orders released hereunder.

2.   TERM OF AGREEMENT

     The Agreement shall commence on Nov. 02, 2001 and be concluded on May 9,
     2002.

3.   BILLING AND PAYMENT

     3.1  As compensation for services to be performed by Seller hereunder,
          Buyer shall pay Seller at the rates set forth in the Schedule and to
          the extent, if any, expressly provided for in the Schedule,
          reimbursements for certain costs, such as travel expenses incurred in
          the performance of services hereunder. Buyer shall not have any
          liability for any other expenses or costs incurred by Seller
          hereunder, unless otherwise provided in the Schedule.

     3.2  Seller shall invoice Buyer at monthly intervals, or as otherwise
          specified in the Schedule. Invoices shall be mailed to:

                            Rockwell Collins, Inc.
                            400 Collins Road, N.E.
                            Cedar Rapids, IA   52498
                            Attn:  Accounts Payable

     3.3  Each invoice submitted by Seller shall provide the following:

          a)   Invoices for services and reimbursable expenses shall contain the
               following statement signed by the Seller, or if this Agreement is
               with a firm, an officer or authorized representative of the firm:

<PAGE>

                                                                        Rockwell
                                                                         Collins

SNAP2 Corporation                                       Agreement No. 4500601442
                                                               Date: Nov. 2,2001

                           SUPPORT SERVICES AGREEMENT


               "I hereby certify, to the best of my knowledge and belief, that
               this invoice is correct, and that all items invoiced are based
               upon actual costs incurred or services rendered consistent with
               the terms of the Support Services Agreement and associated
               Schedule."

          b)   Provide complete supporting detail, including name(s) of
               person(s) who performed the services, dates of services, hours or
               days worked and billing rates.

          c)   Identify the task and completion date if this Agreement is based
               upon a fixed sum payment.

          d)   Be accompanied by (i) an itemized listing of amounts claimed,
               (ii) pertinent information relative to the expenses, and (iii)
               receipts, to document the expenses when reasonably available.

     3.4  Seller shall not take any action hereunder which could cause the
          amount for which Buyer would be obligated to pay Seller to exceed the
          sum of [Confidential Treatment has been requested for this portion of
          this Exhibit]. Notwithstanding any other provisions of this Agreement,
          Buyer shall not be obligated to pay Seller any amount in excess of the
          aforementioned sum, provided however, that this sum may be increased
          from time to time by Buyer in writing.

4.   RELEASE OF NEWS INFORMATION AND ADVERTISING

     Seller shall not, without the prior written consent of Buyer: (a) make any
     news release, public announcement, denial or confirmation of all or any
     part of the subject matter of this Agreement.

5.   ASSIGNMENT AND SUBCONTRACTING

     Performance of this Agreement may not be assigned or subcontracted in whole
     without, in each case, the prior written consent of Buyer. In the event
     Seller designates employees or agents other than as specified herein, such
     individual shall sign a confidentiality agreement prior to commencing work
     on behalf of the Buyer. In the event that during the term of this
     Agreement, any of Buyer's divisions or affiliates or any location or other
     portion of any such division or affiliate is sold or merged with another
     company or entity, such sold or merged entity may continue to operate under
     the terms and conditions of this Agreement for continued services hereunder
     for the twelve (12) month period following the effective date of such
     business change.

6.   CANCELLATION/TERMINATION

     Buyer shall have the right to cancel this Agreement or any part thereof at
     any time by providing written notice to Seller:

     a)   For Convenience - In case of cancellation by Buyer of all or any part
          of this Agreement without cause, any cancellation claim must be
          submitted to Buyer within sixty (60) days after the effective date of
          cancellation and shall be subject to an audit. Seller shall be
          entitled to its direct costs already incurred in the performance of
          the work cancelled, which together may not exceed the contract price
          of the work canceled. Upon receipt of a notice of cancellation from
          Buyer,


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<PAGE>

                                                                        Rockwell
                                                                         Collins

SNAP2 Corporation                                       Agreement No. 4500601442
                                                               Date: Nov. 2,2001

                           SUPPORT SERVICES AGREEMENT


          Seller shall stop work and immediately take the necessary action to
          ensure that all work under the Agreement shall cease and to the extent
          specified in Buyer's notice of cancellation, that all subcontracts and
          orders are forthwith terminated immediately. The provisions of this
          subparagraph shall not limit or affect the right of Buyer to cancel
          this Agreement "For Cause" and shall not apply to a breach of
          contract. In no event shall Buyer be liable for punitive, indirect,
          special, incidental or consequential damages for termination pursuant
          to this provision.

     b)   For Cause - Buyer may by written notice to Seller, without prejudice
          to any other rights or remedies provided under this Agreement by law
          or in equity, terminate this Agreement in whole or in part in any of
          the following circumstances: (i) if Seller has been declared bankrupt,
          makes an assignment for the benefit of creditors, or is in
          receivership; or (ii) if Seller fails to perform the work or deliver
          the supplies in accordance with the performance requirements or
          delivery schedules specified herein or any extension thereof; or (iii)
          if Seller (A) fails to perform any of the other terms of this
          Agreement, or (B) so fails to make progress as to endanger the
          performance of this Agreement in accordance with its terms, and in
          either of the two circumstances enumerated in this provision
          6(b)(iii)(A) or 6(b)(iii)(B), does not cure such failure within a
          period of ten (10) days (or such longer period as Buyer may authorize
          in writing) after receipt of notice from Buyer specifying such
          failure. In the event Buyer terminates this Agreement in whole or in
          part as provided in paragraph (b) of this provision, Buyer may
          procure, upon such terms and in such manner as it may deem
          appropriate, services similar to those so terminated, and Seller shall
          be liable to Buyer for any excess costs, reasonably incurred for such
          similar supplies or services; provided that Seller shall continue the
          performance of this Agreement to the extent not terminated under the
          terms of this provision.

7.   INTELLECTUAL PROPERTY

     a)   All information and data, regardless of form, generated or designed in
          the performance of or delivered under this Agreement, as well as any
          information provided to Seller by Buyer, shall be and remain the sole
          property of Buyer. Seller grants Buyer an unlimited, unrestricted and
          non-exclusive, fully-paid, world-wide license to all background
          intellectual property of Seller necessary to fully practice and
          utilize any design or product (including software) resulting from
          performance hereunder. Seller shall keep all information and data
          generated pursuant to this Agreement in confidence and not disclose or
          use it for any purpose other than in performing this Agreement, except
          with Buyer's prior written approval. In the event that the copyright
          in any data and information generated in the performance of this
          Agreement does not vest in Buyer by law, Seller hereby agrees to
          assign the copyright in all such data and information to the Buyer.
          These obligations shall survive the termination of this Agreement.
          Seller further agrees not to knowingly include any material
          copyrighted by others in technical data delivered under this Agreement
          without first obtaining, at no additional cost and for the benefit of
          Buyer, a license therein of the same scope as set forth herein.

     b)   Seller agrees that all Seller owned data, including but not limited to
          tapes, photo prints and other graphic information, furnished with
          items or required to be furnished by this Agreement, together with any
          information furnished orally, shall be free from proprietary
          restriction. Data for which a restrictive use marking is authorized
          herein or by special agreement, may be


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                                                                        Rockwell
                                                                         Collins

SNAP2 Corporation                                       Agreement No. 4500601442
                                                               Date: Nov. 2,2001

                           SUPPORT SERVICES AGREEMENT


          duplicated and used by Buyer in performance of its present and future
          contracts including preparation of logistics and instructional
          information and delivery thereof as required by customer contract,
          provided that Seller's data subject to restrictive use marking as
          authorized herein, so long as the information is not legally available
          to Buyer from other sources, shall not be disclosed outside Buyer or
          its customers without Seller's permission. Seller further agrees to
          furnish additional data required by Buyer to support Buyer's
          requirements for logistics, maintenance, and operational data for
          Buyer's customers within three (3) years of final delivery for a
          reasonable price for preparation and delivery, including generation
          thereof, if required.

8.   PATENT INDEMNITY

     Seller hereby indemnifies Buyer, its successors, assigns, agents,
     customers, and users of the articles against loss, damage, or liability,
     including costs and expenses, including attorneys' fees, which may be
     incurred on account of any suit, claim, judgment, or demand involving
     infringement or alleged infringement of any copyright, trademark, or patent
     rights in the manufacture, use or disposition of any articles supplied
     hereunder in any form or media, provided Buyer shall notify Seller of any
     suit instituted against it, and to the full extent of its ability to do so
     shall permit Seller to defend the same or make settlement in respect
     thereto. Buyer does not grant indemnity to Seller for infringement of any
     patent, trademark, copyright, or data rights.

     Seller shall not be liable to Buyer in the event any claim or threatened
     claim is solely or wholly based on product specifications designed and, or
     provided by Buyer. Upon Seller's demand, Buyer will defend, indemnify and
     hold Seller harmless from claims directly relating to violations of
     intellectual property rights of a third party where the infringement is
     directly associated with Buyer's designed Product or specifications.

9.   INDEMNIFICATION

     Seller hereby agrees to indemnify and hold harmless Buyer, its affiliates
     and their respective successors and assigns, and its and their respective
     directors, officers, agents and employees, from and against any and all
     claims, liabilities, damages, losses, causes of action and judgments
     brought by any person, corporation, governmental entity or other entity not
     a party to this Agreement, whether arising from injury or death to persons
     or loss or damage to property or otherwise (collectively "Third Party
     Claims"), and reasonable attorneys' fees and costs and expenses incident
     thereto to the extent such Third Party Claims arise from (a) any defect in
     the design, workmanship or material of any product or associated software
     delivered by Seller to Buyer hereunder and/or (b) any negligence (whether
     active or passive) or willful misconduct of Seller, its contractors of any
     tier or its or their directors, officers, agents, or employees. This
     indemnity shall survive the termination or expiration of this Agreement for
     a period of five (5) years.

10.  CHANGES

     Buyer within the general scope of this Agreement, may at any time, by a
     written notice to Seller, issue additional instructions, require additional
     services or direct the omission of services covered by this Agreement. If
     any such change causes an increase or decrease in the cost of, or the time
     required for,


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<PAGE>

                                                                        Rockwell
                                                                         Collins

SNAP2 Corporation                                       Agreement No. 4500601442
                                                               Date: Nov. 2,2001

                           SUPPORT SERVICES AGREEMENT


     the performance of any part of the work under this Agreement, an equitable
     adjustment shall be made in the price or delivery schedule, or both, and
     this Agreement modified in writing accordingly. Information, advise,
     approvals or instructions given by Buyer's technical personnel or other
     representatives shall be deemed expressions of personal opinion only and
     shall not affect Buyer and Seller rights and obligations hereunder unless
     set forth in a writing which is signed by a member of Buyer's procurement
     department and which expressly states that it constitutes an approval,
     amendment, or change to this Agreement. Any claim by Seller for an
     adjustment must be made in writing within thirty (30) days of the receipt
     of any such notice. Nothing in this clause shall excuse the Seller from
     proceeding without delay to perform this Agreement as changed.

11.  NOTICES

     Any notice shall be considered as having been given (i) to Rockwell if
     mailed by certified mail, postage prepaid to Rockwell Collins, Inc.,
     Passenger Systems, 2001 West Mission Boulevard, Pomona, CA 91766-1020,
     Attn: Randy Gauldin, Subcontracts, Phone: (909) 868-6156, FAX: (909)
     868-1241, E-mail: rrgauldi@collins.rockwell.com, or (ii) to Seller if
     mailed by certified mail, postage prepaid to: SNAP2 Corporation, 10641
     Justin Drive, Des Moines, IA, Attn: Mark Mailinak, Phone: (512) 671-3613,
     FAX: (515) 331-3901, E-mail: mmalinak@earthlink.net

12.  CONFIDENTIAL OR PROPRIETARY INFORMATION

     Seller, its directors, officers, employees and agents shall preserve as
     confidential all information pertaining to Buyer's business and all
     technical and proprietary information obtained from Buyer in the
     performance of this Agreement. Seller further agrees that any data and
     information generated or delivered in the performance of this Agreement and
     any information and data furnished by Buyer shall (a) be kept in confidence
     and not be disclosed to third parties without the prior written approval of
     Buyer, and (b) shall not be used in the sale, production, manufacture or
     design of any article, material, process, methodology, study or report,
     except as otherwise provided herein, without Buyer's prior written consent.
     Seller agrees that this obligation shall survive the termination or
     expiration of this Agreement. Seller shall deliver all data and information
     to Buyer upon request and, in any event, upon the completion of all work
     hereunder or cancellation or expiration hereof, whichever shall first
     occur, and shall be fully responsible for the care and protection thereof
     until such delivery. Notwithstanding any other provision of this Agreement,
     the confidentiality obligations specified in this section will not apply to
     any Confidential Information received by Seller, which is or becomes
     publicly available without breach of this Agreement.

13.  BUYER'S PROPERTY

     All property used by Seller in connection with this Agreement which is
     owned, furnished, charged to or paid for by Buyer shall be and remain the
     property of Buyer subject to removal and inspection by Buyer at any time
     without cost or expense to Buyer and Buyer shall have free access to
     Seller's premises for the purpose of inspecting or removing such property.
     All such property shall be identified and marked as Buyer's property, used
     only for this Agreement and adequately insured by Seller at its expense for
     Buyer's protection. Seller shall assume all liability for and maintain and
     repair such property and return the same to Buyer in its original
     condition, reasonable wear and tear excepted, and


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                                                                        Rockwell
                                                                         Collins

SNAP2 Corporation                                       Agreement No. 4500601442
                                                               Date: Nov. 2,2001

                           SUPPORT SERVICES AGREEMENT


     when such property is no longer required hereunder. Seller shall furnish
     Buyer with a list thereof and shall comply with any Buyer disposition
     instructions applicable thereto.

14.  CONFLICT OF INTEREST

     Seller hereby represents and covenants that neither it nor any of its
     employees or representatives has or shall have directly or indirectly, any
     agreement with any official, employee or representative of any customer or
     of any government or governmental agency or of any political party under
     which any such receive either directly or indirectly anything of value
     whether monetary or otherwise as the result of or in connection with any
     action or contemplated action taken or requested to be taken by any
     government or governmental agency or any nature relating to Rockwell or any
     of its subsidiaries. Seller further represents and covenants that neither
     it nor any of its employees or representatives has offered or shall offer
     any gratuity to Rockwell's employees, agents or representatives with a view
     toward obtaining this Agreement or securing favorable treatment with
     respect thereto. Seller further represents that it will not engage in any
     activity, which presents a conflict of interest in light of its
     relationship with Rockwell.

     A.   Movement of personnel, equipment, and tools on and off property site
          referred to in the Schedule and while on the site shall be in
          accordance with Rockwell's plant security and safety regulations.
          Rockwell will make copies of such regulations available to Seller upon
          request.

     B.   If Seller is assigned a working area, it shall be Seller's
          responsibility to conform to good housekeeping rules including all
          Rockwell and other applicable rules and regulations by keeping the
          working area, as well as the designated area assigned to Seller for
          storage of material and equipment to be used in the performance of its
          work, in a clean neat and orderly condition.

     C.   Seller will be required to observe all Rockwell and other applicable
          safety regulations for the protection of property and personnel.

15.  DISCLOSURE

     Rockwell shall have the right, in its discretion, to disclose the terms and
     conditions of this Agreement (as it may be amended from time to time),
     including without limitation amounts paid hereto, to agencies of the United
     States Government.

16.  REPORTS

     Seller will furnish all reports required hereunder in such form and detail
     as may be reasonably required by Rockwell.

17.  NOTICE TO BUYER OF LABOR DISPUTES

(a)  Whenever Seller has knowledge that any actual or potential labor dispute is
     delaying or threatens to delay the timely performance of this Agreement,
     Seller shall immediately give notice thereof, including all relevant
     information, with respect thereto, to Buyer.

(b)  Seller agrees to insert the substance of this clause, including this
     paragraph (b), in any subcontract hereunder to which a labor dispute may
     delay the timely performance of this Agreement.


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<PAGE>

                                                                        Rockwell
                                                                         Collins

SNAP2 Corporation                                       Agreement No. 4500601442
                                                               Date: Nov. 2,2001

                           SUPPORT SERVICES AGREEMENT


18.  RIGHTS, REMEDIES AND WAIVER

     The rights and remedies provided Buyer herein shall be cumulative, and in
     addition to any other rights and remedies provided by law or equity. A
     waiver of a breach of any provision hereof shall not constitute a waiver of
     any other breach.

19.  DISPUTES/APPLICABLE LAW

     This Agreement shall be governed by and construed and enforced in
     accordance with the laws of the State of Iowa, without regard to its choice
     of law rules, but including the provisions of the Uniform Commercial Code
     of said State. This Agreement specifically excludes the provisions of the
     1980 United Nations Convention on Contracts for the International Sale of
     Goods and the U.N. Convention on the Limitation Period in the International
     Sale of Goods, as amended by Protocol. If a U.S.-based Seller, in the event
     that any claim or controversy arising out of this Agreement cannot be
     settled by the parties themselves, the parties agree to attempt in good
     faith to resolve such claim or controversy by mediation, through a mutually
     agreed upon, non-binding form of Alternate Dispute Resolution (ADR),
     through knowledgeable, non-lawyer representatives of each party. The
     parties shall split evenly all costs of ADR. Any dispute that is not
     settled by agreement of the parties or by such mediation may be settled by
     appropriate legal proceedings. Pending any decision, appeal or judgment in
     such proceedings or other settlement of any dispute arising under this
     Agreement, Seller shall proceed with the performance of this Agreement in
     accordance with the decision of the Buyer. If a foreign-based Seller, any
     disputes arising out of or in connection with this Agreement, which are not
     settled by negotiation, including any question regarding its existence,
     validity or termination, shall be referred to and finally resolved by
     arbitration under the Rules of the London Court of International
     Arbitration, which Rules are deemed to be incorporated by reference into
     this clause. The tribunal shall consist of a sole arbitrator, the place for
     arbitration shall be London, England, and the proceedings shall be in
     English language. Judgment upon the award rendered by the arbitrators may
     be entered in any court having jurisdiction thereof. Both parties hereby
     waive the right to refer the case to any other jurisdiction. The parties
     shall continue to perform their obligations under this Agreement pending
     the outcome of such arbitration.

20.  INSURANCE, INDEMNITY AND LIABILITY

     Seller hereby indemnifies, defends and holds Rockwell, its directors,
     officers, agents and employees, harmless against any and all claims,
     actions or demands against Rockwell, its directors, officers, agents and
     employees and against any and all damages, liabilities or expenses,
     including counsel fees, for personal injury to or death of any person and
     for loss or damage to any and all property, arising out of the acts or
     omissions of Seller under this Agreement. Seller shall carry and maintain
     Workers' Compensation and Commercial General Liability Insurance (including
     Contractual Liability), Professional Liability and Automobile Liability in
     such form as to protect Seller and Rockwell from any claims or damages for
     bodily injury, including death, and any damage of or to property which may
     arise from acts or omissions of Seller under this Agreement. Seller shall
     furnish Rockwell with original certificates of insurance, prior to the
     effective date of this Agreement and annually thereafter, evidencing
     minimum limits of liability of $1 million per occurrence combined single
     limit occurrence


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<PAGE>

                                                                        Rockwell
                                                                         Collins

SNAP2 Corporation                                       Agreement No. 4500601442
                                                               Date: Nov. 2,2001

                           SUPPORT SERVICES AGREEMENT


     for bodily injury (including death) and property damage for Commercial
     General Liability and Automobile Liability; Statutory Workers'
     Compensation, and Employer's Liability with a limit of $1 million; and
     Professional Liability with a per claim limit of $1 million. Such insurance
     shall be primary and non-contributing to any insurance maintained by
     Rockwell and the insurers will give thirty (30) days prior written notice
     to Rockwell in the event of cancellation or material change in coverage.
     The Commercial General Liability, Automobile Liability, and Workers'
     Compensation coverages will each include a waiver of subrogation in favor
     of Rockwell. Seller shall include Rockwell as an additional insured on
     Commercial General Liability insurance. Insurers must be reasonably
     acceptable to Rockwell and possess minimum Best's rating of `A -` and be
     licensed to conduct business in all states in which Seller shall operate as
     part of this Agreement. Failure to obtain and maintain the required
     insurance shall be considered a material breach of contract.

21.  PROFESSIONAL LIABILITY

     Seller agrees that all services performed hereunder by Seller, its
     employees and agents shall be performed by persons who are experienced and
     highly skilled in their professions and in accordance with high standards
     of workmanship in their field. Seller further agrees that all work
     hereunder will be fit and sufficient for the purpose intended. Seller shall
     be liable for all loss or damages to Rockwell, its directors, officers,
     agents, employees, and customers arising from its failure to comply with
     any provision hereof, and from any negligent act, error or omission of
     Seller, its agents and employees. Rockwell may, at its option, by contract
     or otherwise, replace or correct any defective materials or conditions
     resulting from said failures, acts, errors and omissions and recover the
     cost thereof from Seller.

22.  REPRESENTATIVES AND TECHNICAL ASSISTANCE

     The below listed representatives shall be available at all reasonable times
     and shall have the authority to act on behalf of their employer except the
     Rockwell representatives shall not have the authority to act in any manner
     which would result in an increase or decrease of the scope of work or of
     the price of this Agreement or which would otherwise change the provisions
     of this Agreement. Rockwell shall furnish such information and technical
     assistance to Seller as shall be reasonably required in connection with the
     Seller's work hereunder. However, no such information or assistance shall
     relieve Seller of its responsibility for the furnishing of a design in
     accordance with all the provisions of this Agreement, constitute an
     acceptance of Seller's work, nor relieve Seller of any of its obligations
     under this Agreement.

     A.   Rockwell's representative for administration of this Agreement is:
          Randy Gauldin, Subcontracts.

     B.   Rockwell's representative for Engineering design is: Tim Yeung
          (Project Engineer).

     C.   Seller's Project Engineer responsible for contract performance is:
          Doug Hoffman (Project Engineer).

     D.   Seller's representative for administration of this Agreement is Mark
          Malinak, Sales.


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                                                                        Rockwell
                                                                         Collins

SNAP2 Corporation                                       Agreement No. 4500601442
                                                               Date: Nov. 2,2001

                           SUPPORT SERVICES AGREEMENT


23.  SEVERABILITY

     If any provision or portion thereof of this Agreement is held to be
     unenforceable or invalid, the remaining provisions and portions thereof
     shall nevertheless be given full force and effect, and the Parties agree to
     negotiate, in good faith, a substitute valid provision which most nearly
     effects the parties' intent on entering this Agreement.

24.  HEADINGS

     The headings of the Sections have been inserted for convenience of
     reference only and shall not affect the interpretation of any of the
     provisions of this Agreement.

25.  COUNTERPARTS

     This Agreement may be executed in two or more counterparts, each of which
     shall be deemed an original, but all such counterparts together shall
     constitute but one and the same Agreement.

26.  AUTHORITY

     Each of the parties hereto represents that such party has the power and
     authority to enter into, execute, deliver and perform its respective
     obligations hereunder. The execution and delivery of this Agreement by each
     of the parties hereto, respectively, has been duly authorized. No other
     action on the part of any is required and execution by each party hereto
     constitutes a valid and binding obligation of such party, respectively,
     enforceable in accordance with its terms.

27.  RECORDS

     Buyer shall, until the expiration of three (3) years after final payment
     under this Agreement, have access to and the right to examine any directly
     pertinent books, documents, papers and records of Seller involving
     transactions related to this Agreement.

28.  BUYER APPROVALS AND REVIEWS

     The review or approval by Buyer of any work hereunder or of any designs,
     drawings, specifications or other documents prepared hereunder shall not
     relieve Seller of any of its obligations under this Agreement, nor excuse
     or constitute a waiver of any defects or nonconformity in any services
     furnished under this Agreement, nor change, modify or otherwise affect any
     of the provisions of this Agreement, including, but not limited to, the
     prices and delivery schedules contained herein.

29.  TAXES

     Seller is liable for and shall pay all taxes, impositions, charges and
     exaction imposed on or measured by this Agreement except those Buyer
     specifically agrees or is required by law to pay and which are


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                                                                        Rockwell
                                                                         Collins

SNAP2 Corporation                                       Agreement No. 4500601442
                                                               Date: Nov. 2,2001

                           SUPPORT SERVICES AGREEMENT


     separately stated on Seller's invoice. Prices shall not include any taxes,
     impositions, charges and exaction for which Buyer has furnished an
     exemption certificate.

30.  U.S. EXPORT CONTROL LAWS AND REGULATIONS

     Seller, for itself and any of its employees and agents who may be given
     access by Seller to technical information of Buyer, or who may be provided
     access to Buyer's premises in carrying out the services to be provided by
     Seller under this Agreement, acknowledges its obligations to control access
     to such technical information and to ensure that such access does not
     result in a violation of the U.S. Export Control Laws and Regulations.

31.  EVIDENCE OF CITIZENSHIP OR IMMIGRANT STATUS

     Buyer may be required to obtain information concerning citizenship or
     immigrant status of subcontractor personnel entering the premises of Buyer.
     Seller agrees to furnish this information before commencement of work and
     at any time thereafter before substituting or adding new personnel to work
     on Buyer's premises. Information submitted by Seller shall be certified by
     an authorized representative of Seller as being true and correct.

32.  U.S. GOVERNMENT COMMERCIAL ORDERS

     If this Agreement indicates that it is placed under a U.S. Government
     contract for the purchase of commercial items as defined in the Federal
     Acquisition Regulation, the following provision is incorporated herein:
     Federal Acquisition Regulation Provision 52.244-6, Commercial Items and
     Commercial Components, except that the term "Contractor" means Seller,
     "Subcontractor" means Seller's Subcontractor, and "Contract" means this
     Agreement. The actions required under the referenced clauses made
     applicable under this Clause shall constitute the entirety of Seller's
     Federal Acquisition Regulation obligations hereunder for such sales.

33.  SPECIAL U.S. GOVERNMENT PROVISIONS

     If this Agreement indicates that it is placed under a U.S. Government prime
     contract for firm fixed price orders for non-commercial materials and/or
     services, applicable special U.S. Government provisions are found in
     Attachment "A" and incorporated herein by reference to this Agreement. If
     this Agreement is placed pursuant to a U.S. Government prime contract with
     the National Aeronautics Space Administration (NASA) for firm fixed price
     orders for non-commercial materials and/or services, applicable special
     provisions are found in Attachment "A-1" and incorporated herein by
     reference to this Agreement.

34.  ENTIRE AGREEMENT

     This Agreement is intended by the Buyer and Seller as a final expression of
     their agreement and is intended also as a complete and exclusive statement
     of the terms of their agreement. No course of prior dealings, written or
     oral, between the parties, no usage of the trade nor acceptance or
     acquiescence in a course of performance rendered under this Agreement shall
     be relevant


                                       10
<PAGE>

                                                                        Rockwell
                                                                         Collins

SNAP2 Corporation                                       Agreement No. 4500601442
                                                               Date: Nov. 2,2001

                           SUPPORT SERVICES AGREEMENT


     to supplement, explain or be relevant to determine the meaning of the terms
     of this Agreement even though the accepting or acquiescing party has
     knowledge of the nature of the performance and opportunity for objection.
     No amendment or change of any kind shall be binding upon Buyer unless in
     writing and signed by an authorized representative of Buyer.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement which
is effective as of the date of the last signature below.

SELLER                                     ROCKWELL COLLINS, INC.
                                           Passenger Systems


By:                                        By:
    ---------------------------------          ---------------------------------

Name: Mark Malinak                         Name: Randy Gauldin
      -------------------------------            -------------------------------

Title: V.P. Sales                          Title: Subcontracts
       ------------------------------             ------------------------------

Date:                                      Date:
      -------------------------------            -------------------------------


      -------------------------------
      Employer Identification No. *

     *    This is the identifying number required to be used in Federal income
          tax and employment tax returns.



                                       11
<PAGE>

SNAP2 Consultants                                       Agreement No. 4500601442
                                                         Date: November 16, 2001

                                Statement of Work
                                       for
                         ASU ASIC Verification Software
                                Project No. 1048A

This Statement of Work (SOW) is governed by the Rockwell Collins Support
Services Agreement (SSA) No. 4500601442 executed between the parties dated Nov.
16, 2001. Exhibits A, "Certificate of Compliance with U.S. Government
Regulations"; Exhibit B, "Inventions and Patents Agreement and Protection of
Proprietary Information Agreement"; and "End Use Certification", are attached
hereto and made a part hereof.

1.   Scope

The scope of this statement of work is to describe the effort requested by
Rockwell Collins Passenger Systems ("RCPS" or "Buyer"), to Snap2 Corporation
("SNAP2" or "Seller") for eTES ASU ASIC verification software.

2.   Definitions

The following is a list of definitions and acronyms that will be used throughout
this document.

eTES         Enhanced Total Entertainment System
ENB          Engineering Notebook
DOORS        Dynamic Object Oriented Requirement System
IFE          In-Flight Entertainment
IPT          Integrated Product Team
PTR          Problem Trouble Report
SDF          Software Development Folder
SRS          Software Requirements Specification
SOW          Statement of Work
TES          Total Entertainment System
VSS          Visual Source Safe

3.   Referenced Documents

The following is a list of reference documents utilized by the Buyer's software
engineering department, and are available to the Seller.

Document Number                 Title
---------------                 -----
ENB 7-6-2             TES Build Environment
PS-ENG-P-002          Integrated Product Teams (IPT) Procedure
PS-ENG-P-302          Software Process Deviation Procedure
PS-ENG-P-303          Software Development Folders Procedure
PS-ENG-B-304.01       TES Software Engineering Credit Taking Rules
PS-ENG-P-305          IFE PTR Package Review Procedure
PS-ENG-P-306          Software Build Procedure
PS-ENG-P-307          Software Integration Test Process Procedure
PS-ENG-T-307.01       Software Integration Test Plan Template
PS-ENG-P-308          Software Change Review Board Procedure
PS-ENG-G-308.01       IFE PTR User's Guide
PS-ENG-T-309.01       Software Functional Design Description Template
PS-ENG-P-312          Software Coding Procedure
PS-ENG-P-315          Unit Test Procedure

<PAGE>

SNAP2 Consultants                                       Agreement No. 4500601442
                                                         Date: November 16, 2001


PS-ENG-S-316          TES Software Development Process Standard
832-8716-003          Engineering Technical Consistent Process
1300234-S520          Software Quality Engineering Plan for Passenger Systems

4.   Description of Work

[Confidential Treatment has been requested for this portion of this Exhibit]

5.   Standards and Procedures

The Seller shall perform all design, development, and test consistent with a set
of software engineering best practices that have been approved by the Buyer. All
software deliverable reviews between the Buyer and Seller shall occur as
determined by the Buyer.

6.   Deliverables

The following list of software deliverables shall be provided to the Buyer. The
Seller shall provide a electronic copy of all the deliverable documents in
Microsoft Word Format compatible with Word version 97, or in the case of
system/software requirements, a format compatible with the RCPS DOORS document
control system.

     a)   Design documentation of all code developed for this contract.

     b)   All software source and binary code.

     c)   Test verification plan, test procedure and test results.

     d)   Build process steps used to build test verification software.

Seller will provide all software design and ASIC verification test procedures to
Buyer for review and approval prior to the next phase of development.

7.   Milestone Schedule

The milestones and schedule items are described as follows.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
       Milestones and Activities        Begin      End                  Deliverables
----------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>      <C>
  1   Detailed design and proposal      8 Oct     2 Nov   Test plan, project plan and proposal
----------------------------------------------------------------------------------------------------
  2   Develop common test framework     7 Nov    29 Nov   Design documents, framework source code.
      software for low-level tests.
----------------------------------------------------------------------------------------------------
      Develop, execute and document     8 Nov     4 Dec   Design documents, source code and test
      FPGA1 low-level tests                               results.
----------------------------------------------------------------------------------------------------
  3   Develop, execute and document    15 Nov    19 Dec   Design documents, source code and test
      FPGA2 low-level tests                               results.
----------------------------------------------------------------------------------------------------
      Develop common test framework     7 Nov    10 Jan   Design documents, framework source code.
      software for high-level tests.
----------------------------------------------------------------------------------------------------
  4   High-level tests on FPGA2        15 Nov     6 Feb   Design documents, source code and test
                                                          results.
----------------------------------------------------------------------------------------------------
  5   High-level tests on ASIC          3 May     9 May   Test results and any modified code.
----------------------------------------------------------------------------------------------------
</TABLE>


                                       2
<PAGE>

SNAP2 Consultants                                       Agreement No. 4500601442
                                                         Date: November 16, 2001


The dates and delivery contents may be modified during the course of the project
based on agreements by the Buyer and Seller.

The success of this schedule is dependent on hardware delivery and the delivery
of a working OS-9 port on each of the hardware platforms. These dependencies
appear below for reference. Slips in any of these dates may have an impact on
the project. The Buyer and Seller will assess the impact to schedule as soon as
the slip condition is known.

<TABLE>
<CAPTION>
    -----------------------------------------------------------------------------------------
                                   Hardware and OS Dependencies
    -----------------------------------------------------------------------------------------
         Hardware                   Description                Available     OS-9 Available
    -----------------------------------------------------------------------------------------
<S>                     <C>                                   <C>           <C>
    FPGA1 - revision A  FPGA1 hardware plus gate array file   November 28     December 14
                          for basic operation of one UART,                  Console prompt
                          HDLC, Sequence lines, Manchester                        only
                                    encoding
    -----------------------------------------------------------------------------------------
    FPGA1 - revision B  FPGA1 hardware with full gate array   December 4       January 11
                                     features
                                                                             Full OS-9 port
    -----------------------------------------------------------------------------------------
    FPGA2 - revision A  FPGA2 hardware plus gate array file   December 10     December 21
                          for basic operation of the same
                           features as FPGA1 revision B                      Console prompt
                                                                                  only
    -----------------------------------------------------------------------------------------
    FPGA2 - revision B  FPGA2 hardware with full gate array    January 2       January 22
                           features sufficient to allow
                          OS-level debugging of Ethernet                     Full OS-9 port
                            driver and USB switch code
    -----------------------------------------------------------------------------------------
     FPGA2 - revision    Update to revision B, no software    January 21       January 22
        C (final)                changes required
    -----------------------------------------------------------------------------------------
           ASIC               Completed ASIC hardware          April 29          May 3
    -----------------------------------------------------------------------------------------
</TABLE>

8.   Status Reports and Meetings

SNAP2 will submit reports on a weekly basis to the RCPS Technical Lead, Seat IPT
Manager, and Technical Subcontract Manager, throughout the duration of the
project. This report will describe the week's accomplishments as well as the
developments planned for the following week. It will also discuss any issues
related to the execution of the project, including risks.

SNAP2 uses Microsoft Project as its project scheduling tool. SNAP2 will create a
detailed project plan that will specify task dependencies within the project as
well as dependencies on events outside of SNAP2's control, such as hardware
availability. Using this plan as the primary tool, SNAP2 will be able to modify
task orders and priorities as necessary should changes occur with regard to
hardware availability or functionality. SNAP2 will be able to determine whether
or not the allocation of additional human resources to the project would benefit
the schedule and will be able to provide RCPS with weekly updates to the
schedule status.

In addition, the project managers and technical leads from Buyer and Seller
shall hold periodic conference call to discuss any technical or project issues
that exist. This regularly scheduled call will promote good


                                       3
<PAGE>

SNAP2 Consultants                                       Agreement No. 4500601442
                                                         Date: November 16, 2001


coordination between the Buyer and Seller, and will help maximize productivity
and avoid wasting time on activities that will require later rework.

9.   Proprietary Headers

All Seller software deliverables shall use the Buyer's proprietary headers and
cover sheets. It shall be understood that the Buyer has full publication rights
of all documentation and software purchased from the Seller. All software files
shall use the Buyer proprietary headers consistent with the current Buyer file
header structure.

10.  Development & Configuration Control Tools

The Seller shall use the following development and Configuration Control tools
to produce the software deliverables.

     a)   Microware Ultra C

     b)   Microsoft Office 97' Compatible word processor for documentation
          deliverables.

11.  Field and Sustaining Support

This subcontract makes no provisions for the Seller to provide extended or field
support of this product after Seller meets all the enclosed closure criteria
requirements.

12.  Scope Management

During the period of this contract the Seller shall notify the Buyer's
Subcontract PE of any request that is not covered in the stated requirements for
this work scope. If the Technical Lead, IPT Manager, Subcontract PE, and Seller
determine that the work request is outside the scope of this contract, then
further discussions will be held with inclusion of the RCPS Subcontract Manager,
to clearly define the new requirements and its impact to schedule and cost. If
appropriate, this statement of work will be amended to address the work scope
change.

13.  Key Personnel

            ----------------------------------------------------------
                Personnel                      Role
            ----------------------------------------------------------
            David Little             Buyer Seat IPT Manager
            ----------------------------------------------------------
            Tim Yeung                Buyer Seat Technical Lead /
                                     Subcontract PE
            ----------------------------------------------------------
            Randy Gauldin            Buyer Subcontracts Manager
            ----------------------------------------------------------
            Bob Mimiaga              Buyer Technical Subcontract Mgr.
            ----------------------------------------------------------
            Mark Malinak             Seller Vice President, Sales
            ----------------------------------------------------------
            Doug Hoffman             Seller Project Manager
            ----------------------------------------------------------
            Todd Earles              Seller Technical Lead
            ----------------------------------------------------------

14.  Payment

The Seat IPT Manager and Technical Lead shall sign and thus authorize payment
for the invoices submitted by Seller.

Seller agrees to permit Buyer and/or its representative to verify any and all
expensed fees and charges payable hereunder. Seller agrees to keep books and
records in satisfactory form and content and to permit Buyer or its
representatives to conduct verifications for audit purposes.

The payment for this contract shall be based on the fixed price of [Confidential
Treatment has been requested for this portion of this Exhibit].


                                       4
<PAGE>

SNAP2 Consultants                                       Agreement No. 4500601442
                                                         Date: November 16, 2001


The payment milestones are associated with receipt of the following software
deliverables:

  [Confidential Treatment has been requested for this portion of this Exhibit]

15.  Acceptance Criteria

The deliverables for this effort shall be considered acceptable when they have
been received, reviewed and approved by RCPS. The milestones for this effort
shall be considered acceptable when they have been approved by RCPS.

RCPS will have 10 business days to accept or reject the software as delivered.
Should the software fail to perform as described, SNAP2 will have 5 business
days to correct defects and resubmit the software to RCPS for final acceptance.

16. Subcontract Closing Criteria Requirements

All the terms of this subcontract will be considered successfully accomplished
when the following closing criteria have been met:

     1.   The Buyer receives reviews and approves all software deliverables
          identified in this contract.

     2.   The Seller successfully achieves all milestones identified in this
          document.


                                       5