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RETAIL MANAGEMENT AGREEMENT                                            [LOGO]

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Each of us agrees that the following terms and conditions apply to the project
to be jointly undertaken by the parties (Project) for the purpose described in
the Attachment to the Retail Management Agreement (Attachment).

1.   ASSOCIATED CONTRACT DOCUMENTS

     The Attachment describes the details of the Project and, if needed,
     additional terms and conditions.

     A Change Authorization to Retail Management Agreement (Change
     Authorization) modifies the terms and conditions of this Agreement, the
     Attachment or any previous Change Authorizations.  Both parties must sign
     such Change Authorization.
     
     The IBM Agreement for Exchange of Confidential Information contains the
     terms and conditions under which the parties will exchange confidential
     information, if any.

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Each of us agrees that the complete agreement between us about this transaction
consists of 1) this Agreement, 2) its attachments and 3) any other applicable
agreements, transaction documents, and Change Authorizations.  This statement of
the agreement supersedes all proposals or other prior agreements, oral or
written, and all other communications between us relating to this subject.  Any
reproduction of this Agreement by reliable means will be considered an original
of this document.

Agreed to:                              Agreed to:
QUICKRESPONSE SERVICES, INC.            INTERNATIONAL BUSINESS MACHINES 
                                        CORPORATION



By: /s/ Shawn M. O'Connor               By: /s/ Al Giffin    January 15, 1998
   ----------------------                  ----------------------------------
  Authorized Signature                           Authorized Signature


Name (type or print): SHAWN O'CONNOR    Name (type or print): AL GIFFIN


Date:   12/31/97                        Date:   12/31/97


Agreement number:

IBM Business Partner no:

Business Partner Address:               IBM Address:
QuickResponse Services                  IBM Corporation
1400 Marina Way South                   3405 W. Dr. M. L. King Jr. Blvd.
Richmond, CA 94804                      Tampa, FL 33607
                                        Attention:     Order Support Services


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After signing, please return a copy of this Agreement to the IBM address above.
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2.   DEFINITIONS

     INVENTION means any idea, concept, know-how, technique, invention,
     discovery, or improvement, whether or not patentable, that either of us
     first conceives or reduces to practice during the term of the Project and
     while in performance of this Agreement and for which 2 patent application
     is filed.

     MATERIALS means literary works or other works of authorship, not available
     under other IBM or non-IBM agreements, which result from a Project, such as
     programs, program listings, programming tools, documentation, reports,
     drawings, suggestions, test scenarios, and results.

3.   PERSONNEL

     Each of us will designate a person ("Project Representative") with
     authority to represent it in all matters concerning the Project and to whom
     all notices will be addressed.  Each of us will provide the other prompt
     written notice of replacement of such person.

     Each of us will be responsible for the supervision, direction and control
     of our own personnel while engaged in Project activities.  Neither of us
     will prevent the other's personnel from engaging in activities with third
     parties that are similar to Project activities.

4.   ESTIMATED SCHEDULE

     Each of us agrees to make reasonable efforts to perform our
     responsibilities according to the Estimated Schedule.  The term of the
     Project will begin on the date specified in the Attachment and will end
     upon the earlier of 1) the acceptance by both of us of the Materials or 2)
     the expiration of a Project's duration.

5.   CONFIDENTIAL INFORMATION

     Each of us agrees that 211 information exchanged will be nonconfidential. 
     If the Project requires the exchange of confidential information, such
     exchange will be made under a separate confidentiality agreement.

6.   OWNERSHIP AND LICENSE

     You hereby assign to IBM and IBM will have all right, title and interest,
     including ownership of copyright, in the Materials and all copies made from
     them, whether the Materials are developed solely by IBM or you, or jointly
     by IBM and you.  If requested, you agree to provide to IBM a certificate of
     originality in the form provided by IBM, with respect to the Materials
     assigned to IBM.

     IBM hereby grants to you an irrevocable, non-exclusive, worldwide, paid-up
     license to use, execute, reproduce, display, perform, distribute
     (internally only) copies of, and prepare derivative works based upon, the
     Materials.  Such license includes the right to grant sublicenses to your
     subsidiaries.  You will reproduce and include the copyright notice and any
     other legend, following IBM's copyright instructions, on any copies of the
     Materials you make.

     Nothing contained in this Agreement will restrict the use of any ideas,
     concepts, know-how, or techniques which either of us, individual or
     jointly, develops or provides during the term of the Project.

7.   INVENTIONS

     An Invention will be treated as follows:

     if made separately by the employees of one of us, it will be the property
     of that party (Inventing Party).  The Inventing Party hereby grants to the
     other an irrevocable, non-exclusive, worldwide, paid-up license under such
     Invention, all patent applications filed therefor, and all patents issued
     thereon;


                                     Page 2 of 4
<PAGE>

     if made jointly by the employees of both of us, it and all patent
     applications filed therefor and all patents issued thereon will be jointly
     owned.  Each of us has the right to grant licenses to third parties or
     assign our rights therein without accounting to the other.

     All licenses granted to either of us include the unrestricted right to
     make, have made, use, lease, sell or otherwise transfer any apparatus, and
     to practice any method, covered by the Invention.  Such license shall
     include the right to grant sublicenses to our subsidiaries.

     Nothing contained in this Agreement shall be deemed to grant any license
     under any patent or patent applications arising out of any other inventions
     of either of us.

8.   REPRESENTATIONS AND WARRANTIES

     Each of us represents and warrants that:

     1.   the Materials will be original;
     2.   no portion of the Materials will violate any copyright of any third
          party;
     3.   each of us has agreements with our employees sufficient to meet our
          obligations under this Agreement.

     Neither of us warrants or assumes any liabilities in connection with the
     accomplishment or completion of any Project activities or that the
     Materials will be error free.

     EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER OF US MAKES ANY
     WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
     WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.   TERMINATION / EXPIRATION

     Either of us may terminate this Agreement, with or without cause, upon
     written notice.  Upon receipt of such notice, both parties will end all
     Project activities in an orderly manner as soon as practical or in
     accordance with a schedule agreed to by both of us.

     If this Agreement is terminated or a Project's duration expires, each of us
     will deliver to the other a copy of the Materials developed through such
     termination or expiration.  Such Materials are subject to the provisions of
     Sections 6 and 7.

     Any provisions of this Agreement which by their nature extend beyond the
     termination or expiration of this Agreement will remain in effect beyond
     such termination or expiration until fulfilled and shall apply to our
     successors and assigns.

10.  LIMITATION OF REMEDIES

     Each party's entire liability and the other's exclusive remedy shall be as
     follows.

     For any claim concerning performance or nonperformance by either of us
     pursuant to, or in any way related to, the subject matter of this
     Agreement, the damaged party shall be entitled to recover actual damages to
     the limits set forth in this Section.

     Each party's liability for actual damages from any cause whatsoever will be
     limited to $25,000.  This limitation will apply, except as otherwise stated
     in this Section, regardless of the form of action, whether in contract or
     in tort, including negligence.  This limitation will not apply to claims
     for bodily injury or damage to real property or tangible personal property
     for which the other is legally liable.

     In no event will either of us be liable for any lost profits, lost savings,
     incidental damages, or other economic consequential damages, even if
     advised of the possibility of such damages.  In addition, neither of us
     will be liable for any damages claimed by the other based on any third
     party claim.


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11.  GENERAL

     Each of us will bear its own Project expenses.

     Neither of us may assign our rights or delegate or subcontract our duties
     or obligations under this Agreement without prior written consent.  Any
     attempt to do so is void.

     This Agreement shall not prevent either of us or our subsidiaries from
     marketing, acquiring or developing materials, products or services which
     are competitive to those of the other, except that any such materials,
     products or services may not violate any statutory or common law rights of
     the other.  Each of us may pursue activities independently with any third
     party, even if similar to the activities under this Agreement.

     Each of us agrees not to use the other's name, trade name, trademarks, or
     other designation without prior written consent.

     Neither of us will disclose the existence of this Agreement or the Project
     without prior written consent, except to the extent required by law.

     Neither of us will be responsible for failure to fulfill its obligations
     under this Agreement due to causes beyond its control.

     Neither of us may bring an action, regardless of form, arising out of this
     Agreement, more than two years after the cause of action has arisen.

     If there is a conflict between the terms and conditions of this Agreement
     and its Attachment, those of the Attachment prevail.  Except as modified by
     the Attachment, the terms and conditions of this Agreement remain in full
     force and effect.

     The laws of the State of New York govern this Agreement.


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RETAIL MANAGEMENT AGREEMENT                                               [LOGO]


ATTACHMENT
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1.   PURPOSE

     The purpose of this Attachment to Retail Management Agreement is to define
     your responsibilities to IBM in your activities as an IBM Business Partner
     in retail industry management, for which IBM will pay you a fee.

2.   SCOPE OF WORK

     Under this Attachment, you will provide services to assist IBM in
     evaluating opportunities to sell network services in the retail industry to
     improve IBM's market share and competitive position.

3.   TERM

     The term of this Attachment shall be from the date of execution of this
     Attachment until December 31, 2000.  However, this Attachment will be
     terminated in the event the Business Partner Agreement between IBM and QRS
     is terminated.

4.   IBM RESPONSIBILITIES

     We will cooperate with you and promptly respond to your requests for
     information to assist you to complete your tasks under the scope of this
     Attachment.



Agreed to:                              Agreed to:
QUICKRESPONSE SERVICES, INC.            INTERNATIONAL BUSINESS MACHINES
                                        CORPORATION


By: /s/ Shawn M. O'Connor                  By: /s/ Al Giffin    January 15, 1998
   ----------------------                     ----------------------------------
  Authorized Signature                        Authorized Signature


Name (type or print) SHAWN O'CONNOR      Name (type or print): AL GIFFIN


Date:   12/31/97                        Date:   12/31/97


Agreement number:

IBM Business Partner no:

Business Partner Address:               IBM Address:
QuickResponse Services                  IBM Corporation
1400 Marina Way South                   3405 W. Dr. M. L. King Jr. Blvd.
Richmond, CA 94804                      Tampa, FL 33607
                                        Attention:     Order Support Services


                                                                    Page 1 of 3
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5.   YOUR RESPONSIBILITIES

     QRS will provide the following Retail Industry Management Services to IBM.

     You will:

     1.   INDUSTRY REQUIREMENTS:
          a.   identify, gather, quantify and communicate "network services" and
               "electronic commerce" requirements to IBM,
          b.   include an opportunity statement and prioritization of
               requirements, and
          c.   provide current information on industry and segment trends,
               market analysis and issues with IBM management;
     2.   INDUSTRY STANDARDS:
          a.   participate with industry standards organizations and report to
               IBM issues and recommendations for resolution, and identify
               opportunities to influence these organizations where appropriate;
     3.   COMPETITIVE ANALYSIS:
          a.   collect and communicate pertinent competitive information to IBM
               relating to competitive offerings, services, and initiatives
               relating to electronic commerce and network services as well as
               items you feel would be of interest to IBM, and
          b.   make recommendations to IBM that would improve IBM's competitive
               position in the marketplace in general as well as specific areas
               you identify both tactically and strategically;
     4.   MARKET MANAGEMENT:
          a.   share QRS market analysis information and recommend to IBM
               actions that will enable IBM to increase Market share both in
               conjunction with QRS and independently.  The recommendations
               should include industry initiatives and offerings by market
               segment;
     5.   TRADE SHOWS:
          a.   represent IBM at trade shows and industry functions and
               communicate issues and recommend solutions that enhance the
               visibility and image of IBM and QRS.  Make recommendation of
               joint and/or individual participation at industry functions;
     6.   NON-TRADITIONAL OPPORTUNITIES:
          a.   communicate to IBM business opportunities that are outside the
               scope of our Remarketer Agreement such as data center
               outsourcing, EDI outsourcing and general information systems
               opportunities.  Specifically, QRS should identify at least five
               "EDI Outsourcing" opportunities to IBM over the term of this
               Agreement.  QRS and IBM will work together to determine what
               actions, if any, that may lead to an individual or joint sales
               engagement of these various opportunities;
     7.   FORECASTING & OPPORTUNITY REVIEW:
          a.   provide a three year business forecast to IBM that is updated on
               a semi-annual basis, and
          b.   conduct joint opportunity reviews to establish action plans to
               engage and close specific opportunities.

     Input to IBM will take place on an ongoing basis with formal reviews
     semi-annually.  These formal reviews will include all the topical areas
     listed above and others to which we may both agree from time to time. 
     These formal reviews will be scheduled on a mutually agreeable basis.

     IBM and QRS will annually re-evaluate the QRS responsibilities described in
     this section and IBM may reasonably modify these responsibilities to
     reflect IBM business requirements following the process described in the
     Retail Management Agreement.


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6.   RESULTING MATERIALS

     Resulting Materials under this Attachment are reports covering the
     information and topics described in section 5, Your Responsibilities.

7.   ESTIMATED SCHEDULE

     Reports under this Attachment are generally due at the semi-annual review
     meetings on dates to be mutually agreed upon.  Interim or special reports
     or information will be provide as both of us agree from time to time.

8.   PROJECT REPRESENTATIVES

     Within 30 days of the start of work under this Agreement, both of us will
     identify project representatives for this Attachment.

9.   COMPENSATION

     In consideration for the Retail Industry Management Services provided by
     QRS, IBM will pay QRS a nonrefundable fee of * each year during the term 
     of this Attachment, payable in installments of * before the end of the 
     months of April, July, October of the same year and January of the
     following year.  In the event that this Agreement is terminated before 
     the end of any calendar year, IBM will prorate the annual fee for the 
     period of work performed prior to termination.

     In recognition of the successful contract completion and revenue
     overachievement of the five year industry remarketer agreement which
     concluded on December 31, 1997, IBM will pay QRS a nonrefundable fee for
     activities completed through December 31, 1997 of *, payable within 30 
     days after execution of this Attachment.

*    Indicates that material has been omitted and confidential treatment has 
     been requested therefor.  All such omitted material has been filed 
     separately with the Commission pursuant to Rule 24b-2.






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