<PAGE>

INTERNATIONAL REMARKETER AGREEMENT
                                                                     [LOGO]
REMARKETER PROFILE
--------------------------------------------------------------------------------

1.   DETAILS OF OUR RELATIONSHIP

     A.  OTHER AGREEMENTS

     The terms of the Advantis Industry Remarketer Agreement, its Amendments 
     and Transaction Documents supersede the terms of the International 
     Remarketer Agreement in the United States.

     B.  AGREEMENT TERM

     The term of this Agreement commences on December 1, 1996 and will 
     terminate on December 31, 1997.

     C.  AUTHORIZED RELATIONSHIP AND APPROVED INDUSTRY

     The term "Retail Industry" means retailers in the industry segments ("IS")
     DI through D9, as further identified below, and those suppliers whose 
     business is to supply, by sale or consignment, finished goods to those 
     retailers.

     The term "Transportation Customers" means those transportation carriers 
     whose business is to transport finished goods between those retailers 
     and suppliers identified above.  For the purpose of this Agreement, the 
     term "Retail Industry" includes Transportation Customers, except where 
     specifically excluded.

     You are approved to remarket Eligible Services as an IBM Global Network 
     Remarketer in the Retail Industry, including Transportation Customers. 
     Some countries prohibit segmentation of markets by industry.  In such 
     countries, this provision does not apply to you. We will identify to

--------------------------------------------------------------------------------

Each of us agrees that the complete agreement between us about this 
transaction consists of 1) this Profile,  2) any other Transaction Documents,
and 3) the International Remarketer Provider Agreement (or any equivalent 
agreement signed by both of us).

Agreed to: (Remarketer name)     Agreed to: (Service Provider Lead Company Name)
QUICK RESPONSE SERVICES (QRS)    ADVANTIS

By    /s/Shawn M. O'Connor       By     /s/ R.A. Giffin
  ---------------------------      -----------------------------------
     Authorized signature               Authorized signature

Name (type or print):            Name (type or print):  R.A. Giffin
          Shawn M. O'Connor    
Date: 11/11/96                   Date 

Remarketer Enterprise Number:    Agreement number:  N1071-US
          5229967

Remarketer address:              Service Provider Lead Company Address:
1400 Marina Way South            3405 W. Dr. Martin Luther King Jr. Blvd.
Richmond, CA 94804 U.S.A.        Tampa, FL 33607 U.S.A.
                                 Attention:  Order Support Services
*    Indicates that material has been omitted and confidential treatment has 
     been requested therefore.  All such omitted material has been filed 
     separately with the Commission pursuant to Rule 24b-2.
--------------------------------------------------------------------------------
     After signing, please return a copy of this Agreement to the "Service 
     Provider Lead Company address" shown above.
--------------------------------------------------------------------------------
                                                                     Page 1 of 6

<PAGE>

     you the countries where you are doing business under this Agreement where 
     this provision does not apply.

                          AUTHORIZED INDUSTRY SEGMENTS

          IS   SIC   DESCRIPTION

     D1 Department Stores and Mail Order Retailers

          D1   5311  Department Stores
          D1   5399  Miscellaneous General Merchandise Stores
          D1   5961  Mail-Order Houses

     D2 Mass Merchandisers and Discount Retailers

          D2   533A  Discount Stores
          D2   5331  Variety Stores

     D3 Specialty Retailers

          D3   5611  Men's and Boys' Clothing Stores
          D3   5621  Women's Ready-to-Wear
          D3   5632  Women's Accessory and Specialty Stores
          D3   5641  Children's and Infants' Wear Stores
          D3   5651  Family Clothing Stores
          D3   5661  Shoe Stores
          D3   5699  Miscellaneous Apparel and Accessory Stores
          D3   5941  Sporting Goods and Bicycle Shops
          D3   5942  Book Stores
          D3   5943  Stationary Stores
          D3   5944  Jewelry Stores
          D3   5945  Hobby, Toy and Game Shops
          D3   5946  Camera and Photographic Supply Stores
          D3   5947  Gift, Novelty and Souvenir Shops
          D3   5948  Luggage and Leather Goods Stores
          D3   5949  Sewing, Needlework and Piece Goods

     D4 Hardgoods Retailers

          D4   5211  Lumber and Other Building Materials
          D4   5231  Paing, Glass and Wallpaper Stores
          D4   5251  Hardware Stores
          D4   5261  Retail Nurseries, Lawn and Garden Stores
          D4   5712  Furniture Stores
          D4   5713  Floor Covering Stores
          D4   5714  Drapery, Curtain and Upholstery Stores
          D4   5719  Miscellaneous Home Furnishing Stores
          D4   5722  Household Appliances Stores
          D4   5731  Radio, TV and Electronic Stores
          D4   5734  Computer and Software Stores
          D4   5735  Record and Prerecorded Tape Stores
          D4   5736  Musical Instruments

     D5 Other General Merchandise Stores
 
          D5   5982  Used Merchandise Stores
          D5   5983  Fuel Oil Dealers
          D5   5984  Liquified Petroleum Gas Dealers
          D5   5989  Fuel Dealers, NEC
          D5   5992  Florist Stores
          D5   5993  Cigar Stores and Stands
          D5   5994  News Dealers and Newsstands
          D5   5995  Optical Goods Stores

                                                                     Page 2 of 6

<PAGE>

          D5   5999  Miscellaneous Retail Stores, NEC

     D6 Grocery Retailers
 
          D6   5411  Grocery Stores
          D6   5421  Meat and Fish Markets
          D6   5431  Fruit Stores and Vegetable Markets
          D6   5441  Candy, Nut and Confectionary Stores
          D6   5451  Dairy Products Stores
          D6   5461  Retail Bakeries
          D6   5499  Miscellaneous Food Stores

     D7 Drug Dealers

          D7   5912  Drug Stores and Proprietary Stores

     D8 Restaurant Retailers

          D8   5812  Eating Places
          D8   5813  Drinking Places (Alcoholic Beverages)

     D9 Other Food and Drug Retailers

          D9   5921  Liquor Stores
          D9   5962  Vending Machine Operators
          D9   5963  Direct Selling Establishments

     D. ELIGIBLE SERVICES TO BE REMARKETED

     You may market and sell any generally-available value-added network 
     Service eligible for discount which may be ordered and managed through 
     the IBM International Project Support System (IPSS) in the countries 
     listed in Schedule A of the International Remarketer Agreement. Most, 
     but not all, Services are eligible for discount.

     E. DISCOUNTS

     AMOUNT.  Services eligible for discount outside the United States will 
     be discounted to you at *

     CONDITIONS.  To be eligible for the discount, you must perform your 
     responsibilities described in section 3 of the International Remarketer 
     Agreement and Section 1H of this Profile.

     F. REVENUE COMMITMENT

     The revenue commitment of US$80,000,000 provided for in the Advantis 
     Industry Remarketer Agreement shall remain unchanged and apply to all 
     revenue globally for the Agreement term.

     G. ADJUSTMENT CHARGES

     If the $80,000,000 minimum revenue commitment that QRS agrees to achieve 
     over the contract period of this Agreement is not met, the adjustment 
     charge will be calculated by using the following adjustment charge 
     calculation table:



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

                                                                     Page 3 of 6
<PAGE>

                      ADJUSTMENT CHARGE CALCULATION TABLE

<TABLE>
<CAPTION>

If Actual Service Provider
Revenue from you is:                         The Adjustment Charge is:

<S>                               <C>

From $00,000,000 to 34,999,999    (34,999,999 minus actual revenue) x 20% + $2,400,000
From $35,000,000 to 49,999,999    (49,999,999 minus actual revenue) x  8% + $1,200,000
From $50,000,000 to 59,999,999    (59,999,999 minus actual revenue) x  6% + $  600,000
From $60,000,000 to 69,999,999    (69,999,999 minus actual revenue) x  4% + $  200,000
From $70,000,000 to 79,999,999    (79,999,999 minus actual revenue) x  2%

</TABLE>

H. ADDITIONAL QRS RESPONSIBILITIES

You will:

1.  ensure that you have personnel trained in selling, installing, and 
    supporting IBM Global Network (IGN) Products and Services. These personnel
    should attend the appropriate IGN courses available to them as soon as 
    possible. Courses are listed in the section 1.1.;

2.  develop solutions, make proposals, and implement contracts with your 
    Customers for IGN Eligible Services;

3.  submit orders and engage IGN project management by utilizing the 
    International Project Support System (IPSS);

4.  perform, or have your Customer perform, any necessary planning and 
    preparation and training prior to the installation of Eligible Services;

5.  invoice and collect payment from all your Customers. You will establish 
    your own invoicing system independently of us for invoicing your 
    Customers. We will provide you on a timely basis with invoice and usage 
    detail by country on paper, and where available, electronically. When 
    appropriate or necessary, the Consolidated Statement Facility may be used;

6.  provide implementation planning, account management, and ongoing sales 
    support to your Customers;

7.  be responsible for providing all necessary support to Customers and their 
    End Users for use of your value-added services;

8.  provide enabling support for your Customers' applications. Your Customers 
    may also do their own enabling, or you may engage business partners to do 
    so. You, your Customers, or your business partner will distribute any IGN 
    enabling software under appropriate terms we provide;

9.  inform your Customers and their End Users to direct problem reporting to 
    the QRS help desk using NOTIFY when possible. You may monitor problems in 
    process for IGN issues and will manage all application issues with your 
    Customers;

10. participate in occasional joint surveys with us to determine customer 
    satisfaction. Each of us will jointly share the results of such surveys;

11. gather requirements from your Customers and their End Users, and from 
    general participants in the retail and transportation industries, and 
    twice a year provide us with a report with the requirements in 
    consolidated form; and

12. maintain a disaster recovery plan and provide it to us for review within 
    60 days of a written request from us.


                                                                   Page 4 of 6

<PAGE>

1. ADDITIONAL SERVICE PROVIDER RESPONSIBILITIES

   1. EDUCATION

      We will provide education courses for your marketing and support 
      personnel during the Agreement term. Your marketing and support 
      personnel should attend these courses within one year of the 
      commencement date of this Agreement or within the first year that you 
      assign additional personnel to perform a particular function. The 
      courses we provide may include the following:

      - Specialist Update:
      - Marketing IBM Global Network Services:
      - Marketing in the internetworking and Multiprotocol Environment:
      - Host Connectively Workshop:
      - LAN, TCP/IP and Router Workshop.

      We have sole discretion to determine the content and availability of 
      education courses and the addition or deletion of courses. We will 
      provide these education courses to you on a tuition-free basis: 
      however, you are responsible or travel expenses, lodging and meals, and 
      expenses for educational materials not included in the tuition fee.

      When your personnel complete the course of study listed above, they 
      should be able to perform the following activities:

      - market Eligible Services plus your value-added enhancements:
      - propose valid technical solutions and pricing:
      - discuss terms relating to provisioning or services: and
      - manage your Customers' networking requirements by proposing new or 
        additional services, and maintain an ongoing relationship with the 
        Customers.

   2. PRESALE ACTIVITIES

      The IGN Global Sales Solution Center may be called on to assist you in 
      developing the technical solution for network services. The IGN 
      Messaging Support Group may be called on to assist you in developing 
      the technical solution for messaging services.

   3. FULFILLMENT ACTIVITIES

      The International Support Services organization will provide project 
      management for all International networking activity on a fee basis. 
      IGN is responsible for enabling connectivity for all leased lines. The 
      International Messaging Enabling organizations will provide project 
      management and enabling for all international messaging activity on a 
      fee basis. IGN is responsible for provisioning account IDs and user IDs 
      for international messaging.

2. PROVISION OF ELIGIBLE SERVICES

   You agree to provide all marketing activities required by your Customers 
   and their End Users, including installation and application assistance and 
   technical support. We provide marketing and technical sales support to you 
   (and not to your Customers and their End Users).

   You agree to:
  
   1. make the Eligible Services available only to Customers in the countries
      listed in Schedule A:

   2. demonstrate and explain the functions and expected performance of, the 
      Eligible Services and your services to Customers:

   3. provide support (such as documentation and technical assistance) for 
      the Eligible Services and for your services and software. This support
      includes ordering User Identifications:

                                                                     Page 5 of 6

<PAGE>

   4. inform the Customers, upon their request, of applicable courses that we 
      provide and how to enroll in them; and

   5. select, develop, procure, integrate, and install all elements of your 
      services and any updates to them.



                                                                     Page 6 of 6

<PAGE>

INTERNATIONAL REMARKETER AGREEMENT                          [LOGO]

----------------------------------------------------------------------------

We welcome you as an International Remarketer for networking services. Based 
on your offerings and your knowledge of our Services, your skills and 
experience, we grant you a nonexclusive right to remarket our Services to 
Customers. Like yours, our goal is to provide the highest quality Services 
and solutions to the customer. As our remarketer, please let us know if your 
have any questions or problems with our Services.

The Remarketer Lead Company and Service Provider Lead Company agree to 
coordinate the activities of the local Remarketer Companies ("you") and 
Service Provider Companies ("we") in their respective Enterprises listed in 
Schedule A, under this International Remarketer Agreement (called the 
"Agreement"). This Agreement is written and signed in English with the 
understanding that the Remarketer Lead Company and the Service Provider Lead 
Company are bound by its terms.  In some countries, local law formally 
requires the use of local language for the Agreement.  A lsit of such 
countries is available from the Service Provider Lead Company upon request.

You agree to purchase Eligible Services in the geographic area in which they 
are to be made available; for example, the Eligible Services to be marketed 
and installed in Canada will be ordered and purchased in Canada and the 
Eligible Services for Western Europe will be ordered and installed in Western 
Europe.

As the Service Provider Lead Company, we warrant that in signing this 
Agreement. 1) we are acting on behalf of all of the local Service Provider 
Companies in the countries specified in Schedule A and 2) we will ensure that 
each such company is aware of, and will agree to comply with and be bound by, 
the terms of this Agreement.

As the Remarketer Lead Company, you warrant that in signing this Agreement, 
1) all your local Remarketer Companies are Subsidiaries or Related Companies, 
2) you are acting on behalf of all of the local Remarketer Companies in the 
countries specified in Schedule A and 3) you will ensure that each such 
company is aware of, and will agreed to comply with and be bound by, the 
terms of this Agreement.

AGREED TO: (REMARKETER LEAD COMPANY)  AGREED TO:(SERVICE PROVIDER LEAD COMPANY)
QUICKRESPONSE SERVICES INC.           ADVANTIS

By  /s/ Shawn N. O'Conner             By /s/ R.A. Giffin
 ------------------------------         -------------------------------
     Authorized signature                  Authorized signature

Name (type or print):                  Name (type or print): R.A. Giffin
       Shawn N. O'Conner
Date: 11/11/96                         Date:
Enterprise Number: 5229967             Agreement Number: N1071-US
Remarketer Address:
1400 MARINA WAY SOUTH
RICHMOND, CA 94804 U.S.A.

-------------------------------------------------------------------------------
AFTER SIGNING, PLEASE RETURN A COPY OF THIS AGREEMENT TO THE FOLLOWING ADDRESS:

                                      Advantis
                                      3405 W. Dr. M. L. King Jr. Blvd
                                      Tampa, FL 33607 U.S.A.
                                      Attention: Order Support Services
-------------------------------------------------------------------------------

                                               Page 1 of 27

<PAGE>

The Remarketer Lead Company and Service Provider Lead Company agree to 
distribute copies of this Agreement to their respective local Companies, 
including those added to this Agreement in the future. Ten days after 
acceptance by the Service Provider Lead Company, this Agreement will become 
effective in each country listed in Schedule A. However, if during this ten 
day period, either the Remarketer Lead Company or Service Provider Lead 
Company notifies the other that any of the parties which it represents does 
not agree to this Agreement. Part B and Schedule A will be revised 
accordingly. This Agreement will then become effective as modified. Each 
local Remarketer Company will provide written acceptance of this Agreement to 
the local Service Provider Company when initially ordering Eligible Services; 
however, both of us may agree to to an alternative acceptance procedure.

Local agreements between each Remarketer Company and Service Provider Company 
consist of Attachments and Transaction Documents to this Agreement. This 
Agreement and its applicable Attachments and Transition Documents are the 
complete agreement regarding these transactions in the countries listed in 
Schedule A and replace any prior oral or written communications between us.

By signing this Agreement, both of us agree to the terms of this Agreement. 
Once signed, 1) unless prohibited by local law or specified otherwise, any 
reproduction of this Agreement, an Attachment, or a Transaction Document made 
by reliable means (for example, photocopy or facsimile) is considered an 
original and 2) all Eligible Services ordered locally referring to this 
Agreement are subject to it.

                                               Page 2 of 27

<PAGE>

INTERNATIONAL REMARKETER AGREEMENT

TABLE OF CONTENTS
-------------------------------------------------------------------------------

PART A - GENERAL TERMS

SECTION    TITLE                                            PAGE
   1.      Definitions                                        4
   2.      Agreement Structure                                5
   3.      Responsibilities of the Parties                    6
   4.      Access to Eligible Services                        8
   5.      Warranty for Eligible Services                     8
   6.      Prices and Price Changes                           9
   7.      Invoicing, Payment, and Taxes                     10
   8.      Equipment Provided by Services Provider Company   11
   9.      Customer Transmitted Data                         12
  10.      Electronic Communications                         13
  11.      Ordering and Delivery                             13
  12.      Status Change                                     13
  13.      Export of Services and Products                   13
  14.      Liability                                         13
  15.      Trademarks                                        15
  16.      No Property Rights                                15
  17.      Changes to the Agreement Terms                    15
  18.      Agreement Termination                             15
  19.      Waiver of Noncompliance                           16
  20.      Geographic Scope                                  16
  21.      Governing Law                                     16


PART B - COUNTRY UNIQUE TERMS

SCHEDULE A - LIST OF REMARKETER AND SERVICE PROVIDER LOCAL COMPANIES


                                               Page 3 of 27

<PAGE>

INTERNATIONAL REMARKETER AGREEMENT
-------------------------------------------------------------------------------


1.  DEFINITIONS

    CUSTOMER is a party to whom you remarket Eligible Services and provide a 
    User Identification. A Customer may authorize an End User to use an 
    Eligible Service. A Customer may not remarket an Eligible Service. A 
    Customer may allow End Users to access an Eligible Service for the 
    Customer's business purposes only. 

    END USER is any party whom a Customer authorizes, by any means, for 
    example, a User Identification, to use an Eligible Service. An End User 
    may not remarket or authorize other parties to access an Eligible Service.

    ELIGIBLE SERVICE is an Service Provider Service that a Service Provider 
    authorizes you to remarket. 

    EQUIPMENT is a machine, its features, conversions, upgrades, elements, or 
    accessories, or any combination of them. The term "Equipment" includes 
    Service Provider Equipment and any non-Service Provider Equipment we 
    provide to you or your Customers.

    RELATED COMPANY is any corporation, company or other entity.

    1. more than 50 percent of whose outstanding shares or securities 
    (representing the right to vote for the election of directors or other 
    managing authority) are owned or controlled, directly or indirectly, by 
    either of us: 

    2. which owns or controls, directly or indirectly, more than 50 percent 
    of the outstanding voting shares of either of us; or 

    3. more than 50 percent of whose outstanding voting shares are owned or 
    controlled, directly or indirectly, by a Related Company as defined in 
    item 2 above. 

    However, any such corporation, company or other entity will be deemed to 
    be a Related Company only so long as such ownership or control exists.

    SERVICES are described in Transaction Documents and include access to, 
    and use of, Equipment, programs, networking facilities, and associated 
    enhanced communication and support services. Except for the right to use 
    programs that we authorize you or your Customers to access through the 
    Services, we grant no other rights to those programs to you, your 
    Customers or End Users. 
  
    SERVICE START DATE of an Eligible Service is the date on which we make it 
    available to you or your Customer.

    SUBSIDIARY is any corporation, company or other entity;

    1. more than 50 percent of whose outstanding shares or securities 
    (representing the right to vote for the election of directors or other 
    managing authority) are, or
    2. which does not have outstanding shares or securities, as may be the 
    case in a partnership, joint venture or unincorporated association, but 
    more than 50 percent of whose ownership interest (representing the right 
    to make the decisions for such corporation, company or other entity) is,

    now or hereafter, owned or controlled, directly or indirectly, by either 
    of us, but such corporation, company or other entity shall be deemed to 
    be Subsidiary only so long as such ownership or control exists. 


                                                                  Page 4 of 27

<PAGE>


    USER IDENTIFICATION is a code or codes which enable authorization or 
    access to programs, data, or equipment through a Service. 

2.  AGREEMENT STRUCTURE

    The structure of the International Remarketer Agreement is as follows:

    GENERAL TERMS

    The General Terms consist of two parts:

    Part A -- General Terms are applicable to all your Remarketer Companies, 
    except where modified by Part B. These terms accredit your local 
    Remarketer Companies as Authorized Remarketers in the countries listed in 
    Schedule A and are the general terms governing this relationship. 

    Part B -- Country Unique General Terms modify the terms of Part A in the 
    countries specified.

    TERMS FOR THE ORDERING OF ELIGIBLE SERVICE 

    You may order Eligible Services from:
  
    1. Service Provider Companies in the countries listed in Schedule A; or

    2. any other IBM company or affiliate pursuant to the IBM company or 
       affiliate's then current remarketer terms. All such terms are in addition
       to those of this Agreement. The applicable IBM company or affiliate will
       make these terms available to you and you will accept these terms (or any
       amendment or modifications to these terms) by doing either of the 
       following: 

       a. signing them; or

       b. accepting a Service from that local IBM company or affiliate.

    Other local Remarketer Companies may be added to this Agreement upon the 
    mutual written consent of both parties. 

    TRANSACTION DOCUMENTS

    For each business transaction, we will provide to you the appropriate 
    "Transaction Documents" that confirm the details of the transaction or  
    provide additional information about our relationship. Transaction 
    Documents may contain terms in addition to those we specify in this 
    Agreement. Some Transaction Documents require signature, and others do 
    not. Supplements may contain descriptions of custom solutions and 
    associated special charges. Exhibits and Fee Schedules are unsigned 
    Transaction Documents that explain in detail Service Provider Services, 
    Programs, and associated charges. 

    CONFLICTING TERMS

    If there is a conflict among the terms in the various documents, those of 
    a Transaction Document prevail over those of the International Remarketer 
    Agreement. 

    YOUR ACCEPTANCE OF ADDITIONAL TERMS

    You accept the terms in a Transaction Document by doing any of the 
    following: 

    1. signing it;
    2. providing an Eligible Service to your Customer; or


                                                                  Page 5 of 27

<PAGE>



    3. making any payment for an Eligible Service.

3.  RESPONSIBILITIES OF THE PARTIES

    MUTUAL RESPONSIBILITIES

    Each of us agrees that under this Agreement:

     1.  you are an independent contractor. Neither of us is a legal 
         representative or agent of the other. Neither of us is legally a
         partner of the other (for example, neither of us is responsible for
         debts incurred by the other), and you are not our employee or
         franchisee;

     2.  each of us is free to enter into similar agreements with others, to 
         market service competitive with the Eligible Service, and to conduct 
         its business in whatever way it chooses, provided there is no 
         conflict with this Agreement. The number of our remarketers, the 
         types of distributions channels, and the number of participants in 
         such channels may vary from country to country; 

     3.  each is free to establish its own prices and terms and neither of us 
         will discuss its customer prices and terms in the presence of the 
         other;  

     4.  except for information and data transmitted in electronic form using 
         the Eligible Service, which is discussed in section 9, the terms of 
         this Agreement, which neither of us will disclose except as required 
         by law or unless both of us agree in writing to do so, and 
         information exchanged under a confidentiality agreement signed by 
         both of us, all information exchanged by both of us is 
         nonconfidential; 

     5. we will provide you with access to our information systems only in 
        support of your authorized marketing activities. Programs associated 
        with these information systems are subject to the terms of their 
        applicable license agreements, except that you may not transfer 
        them;  

     6.  neither of us will bring a legal action against the other more than 
         two years after the cause of action arose, unless otherwise provided 
         by local law without possibility of contractual waiver; and

     7.  neither of us is responsible for failure to fulfill its obligations 
         due to causes beyond its control. 

     YOUR RESPONSIBILITIES

     You agree not to do any of the following:

     1.  assign, or otherwise transfer, this Agreement or your rights, under 
         it, delegate you obligations, or appoint another reseller (including 
         a related company) or agent to represent you or to market the 
         Eligible Services, without our prior written consent. Any attempt to 
         do so is void; however, if we allow you to use an agent to represent 
         you, we will provide written guidelines; or 

     2.  assume or create any obligations on our behalf, or make any 
         representations or warranties about us or the Eligible Services 
         other than those we authorize. 

     You agree to:

     1.  sell Eligible Services only to Customers, unless otherwise specified 
         in this Agreement; 

     2.  be responsible for Customer satisfaction with the Eligible Services 
         and all your related activities, and participate in 
         Customer-satisfaction programs as we determine. For example, if we 
         request, you agree to provide us with the names and addresses of all 
         Customers who have acquired Eligible Services from you;


                                                                  Page 6 of 27


<PAGE>


     3.  report or have your Customer report promptly to us all suspected and 
         actual problems with Eligible Services; 

     4.  maintain trained personnel and comply with any reasonable 
         certification requirements: 

     5.  develop and maintain the capability to provide first level warranty 
         service support for the Eligible Services; 

     6.  ensure that your compensation or incentive plans for your employees 
         who market the Eligible Services are not unfair to us in comparison 
         with your plans for competitive products you market; 

     7.  retain records by location of each Eligible Service transaction (for 
         example, a sale or credit) for five years and of each warranty claim 
         for three years. Records must include (as applicable) identification 
         of the Eligible Service provided, the date of your Customer's 
         initial access to an Eligible Service, and the Customer's name and 
         address; 

     8.  assist us in tracing and locating Equipment;

     9.  provide us with sufficient, free, and safe, access to facilities, at 
         a mutually-convenient time, for us to fulfill our obligations. If you 
         become aware of any unsafe conditions or hazardous materials to 
         which our personnel would be exposed at any of the facilities, you 
         agree to notify us promptly; 

     10. require your Customers to keep a record of End Users outsider the 
         Customer's enterprise which include the name and address of the End 
         user, the date of initial Eligible Service access by the End User, 
         and the Eligible Service provided; 

     11. comply, and require your Customers and their End Users to comply 
         with all applicable laws, regulations, or conventions including those 
         related to data privacy, international communications, consumer 
         transactions, and exportation of technical or personal data with 
         respect to your activities under this Agreement;

     12. inform your Customers and their End Users that they are responsible 
         for obtaining all necessary governmental, regulatory, or statutory 
         approvals for their use of the Eligible Services, to obtain all 
         required permissions if they use an Eligible Service to copy, 
         download, display, distribute, or execute programs or perform other 
         works; 

     13. be responsible for, and inform your Customers that they are 
         responsible for, data, programs, or other material that you or your 
         Customers provide for use with an Eligible Service, and for 1) 
         ensuring that your use and informing your Customer that their use of 
         an Eligible Service to provide data, programs, or other material 
         does not cause us to violate anyone's rights, and 2) the disclosure 
         or use of the material through the Eligible Service does not breach 
         any contractual relationship; 

     14. inform, and instruct your Customers to inform, in writing, those 
         whom you or your Customers authorize to access Eligible Services of 
         the applicable terms of this Agreement (for example, the Eligible 
         Services warranty) and that we have no liability to them, before 
         their initial access to the Eligible Services. 

     15. inform you Customers and their End Users that we are not responsible 
         for the content of information and data that they transmit using our 
         Services; and 

     16. to comply with the highest ethical principals in performing under 
         this Agreement. You will not offer or make payments or gifts 
         (monetary or otherwise) to anyone for the purpose of influencing 
         decisions in favor of a Service Provider Company, directly or 
         indirectly. We may terminate this Agreement immediately in case of 
         1) a breach of this clause or 2) when we reasonably believe such a 
         breach has occurred. 

     OUR REVIEW OF YOUR PERFORMANCE WITH THIS AGREEMENT

     We may employ an independent auditor to audit your records related to the
     remarketing of Eligible Services. Audits will be conducted during normal
     business hours upon twenty days' 



                                                                  Page 7 of 27


<PAGE>

    prior written notice, and no more often than once per year for the sole 
    purpose of determining compliance with this Agreement.

4.  ACCESS TO ELIGIBLE SERVICES

    We will provide to you User Identifications which enable access to 
    Eligible Services. You may authorize the Customer to access an Eligible 
    Service by providing a User Identification to that Customer. The Customer 
    may in turn provide User Identifications to its End Users of the Eligible 
    Services. You are responsible for the control and distribution of User 
    Identifications to Customers. You will require your Customers to be 
    responsible for the control and distribution of User Identifications to End
    Users. We have no responsibility for misuse of User Identifications not 
    under our control.

    You agree to notify us in writing of a new authorized Customer and of the 
    User Identifications assigned to that Customer. You also agree to provide us
    with all information we reasonably require to enable your Customers and
    their End Users to access an Eligible Service (or to terminate such access).

    We may withdraw access to an Eligible Service from you when, in our 
    opinion, you, your Customers, or their End Users cause any part of an 
    Eligible Service to malfunction. We may withdraw access if there is a 
    failure to make changes which, in our judgment, are necessary to correct
    malfunctions. We will promptly notify you if we withdraw access to an 
    Eligible Service pursuant to this paragraph.

    You may acquire Eligible Services for your own internal use under the 
    terms, including prices, of the applicable Transaction Documents and any 
    other terms to which we mutually agree.

5.  WARRANTY FOR ELIGIBLE SERVICES

    For each Eligible Service, we warrant that we provide it:

     1. using reasonable care and skill; and

     2. according to its current description contained in this Agreement or a 
        Transaction Document.

     We do not warrant uninterrupted or error free operation of an Eligible 
    Service. We will identify Eligible Services that we do not warrant.

    If the availability, as measured by us and exclusive of maintenance 
    periods, of an Eligible Service listed below or the IBM Global Network 
    backbone network falls below 95% for two consecutive months, then you may 
    terminate this Agreement pursuant to section 18 and no adjustment charge 
    will be due:

        Information Exchange
        IBM-Registered Trademark- Mail Exchange


    The Advantis Backbone Network extends between Service Provider Company 
    points of presence. It does not include the leased line or dial circuits 
    from  the Service Provider Company point of presence to your Customer's or
    End User's location nor the telecommunications equipment at those 
    locations.





------------------------
    IBM is a registered trademark of the International Business Machines 
    Corporation.

                                                                 Page 8 of 27

<PAGE>

    Misuse, accident, modification, unsuitable physical or operating 
    environment, improper maintenance by you, or failure caused by a service 
    or program for which we are not responsible, may void the warranties.

    You will afford us the opportunity to correct any deficiency in an 
    Eligible Service before being found in breach of our obligations under 
    this Agreement. You will permit us to take all appropriate measures to 
    restore the Eligible Service to conform to its desciption. In addition, we 
    may, at our option, substitute for or add to Eligible Services and take such
    other measures as may be necessary, in each case, to correct an Eligible 
    Service deficiency.

    We are not responsible for the selection of, use of, and results obtained 
    from, Eligible Services by you, your Customers, or their End Users.

    Neither party is authorized to make any warranty commitment, whether 
    written or oral, on the other party's behalf.

    THESE WARRANTIES REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, 
    INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 
    PARTICULAR PURPOSE. HOWEVER, SOME LAWS DO NOT ALLOW THE EXCLUSION OF 
    EXPRESS OR IMPLIED WARRANTIES. IF THESE LAWS APPLY, THEN ALL EXPRESS AND 
    IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. NO 
    WARRANTIES APPLY AFTER THAT PERIOD.

    WARRANTY FOR OTHER SERVICES, PROGRAMS, AND EQUIPMENT

    For Services and programs that we do not warrant and non-Service Provider 
    Equipment that a Customer may reasonably believe is warranted by us, you 
    agree to inform your Customers in writing, before the sale or installation 
    as appropriate, that we do not warrant them. You also agree to inform your 
    Customers 1) that the Services, programs, or Equipment are non-Service 
    Provider, 2) of the applicable third party warranty (if any), and 3) of the
    procedure to obtain any warranty service.

    You are responsible for all programs, data, or equipment you, your 
    Customers, or their End Users provide which you, your Customers, or their 
    End Users use to access the Service Provider network.

6.  PRICES AND PRICE CHANGES

    The following are the bases on which we may require the amount payable 
    for an Eligible Service to be paid, with an example of each:

     1. one-time (Eligible Service installation charges);

     2. recurring (a periodic charge for Eligible Services);

     3. usage (network traffic charges).

    We will specify the amount and basis for the particular Eligible Service.

    We specify discountable and non-discountable charges, adjustment 
    charges, credits, and education and reporting requirements in the Fee 
    Schedules. We may change the terms of these Fee Schedules on written notice
    as specified in section 17. "Changes to the Agreement Terms."

    For a discounted-charge Eligible Service, we will reduce your charges by 
    the applicable discount percent we specify in the Fee Schedules.

                                                                 Page 9 of 27

<PAGE>

    PRICE INCREASES

    We may increase recurring charges and usage charges by giving you three 
    months' written notice. An increase applies on the first day of the month 
    on or after the effective date we specify in the notice.

    We may increase one-time charges and hourly rates without notice. 
    However, an increase to one-time charges does not apply to you if 1) we 
    receive your order before the announcement date of the increase and 2) we 
    make the Service available to you within three months after the 
    announcement.

    We will not increase the Eligible Service charges during the first year 
    of the contract period. Thereafter, we may increase Eligible Service charges
    by giving you three months' written notice.

    When the cumulative effect of an increase in Eligible Service charges, or 
    termination of an Eligible Service, in any one year of the contract 
    period results in a change to your Service Provider Company invoice of 
    more than six percent (determined by recalculating your last invoice 
    using the new charges), you may terminate this Agreement by giving us 
    written notice. We must receive the notice before the effective date of 
    the change. The adjustment charge does not apply in this case. The 
    cumulative effect of any of any of these actions resulting in such change 
    to your Service Provider invoice cannot be carried over to subsequent years 
    of the contract period.

    PRICE DECREASES

    For one-time charges, you receive the benefit of a price decrease when 
    the Service Start Date occurs on or after the effective date of the 
    decrease.

    For recurring charges and usage charges, you receive the benefit of a 
    decrease on the first day of the month following the effective date of 
    the decrease.

7.  INVOICING, PAYMENT, AND TAXES

    Payment in full is due upon receipt of our invoice. You agree to pay as 
    we specify in the invoice. We may offset any amounts due you, or 
    designated for your use (for example, marketing funds or promotional 
    offerings), against amounts due us or any of our affiliates.

    You agree to pay amounts equal to any applicable taxes resulting from any 
    transaction under this Agreement. This does not include taxes based on 
    our net income.

    You agree to provide us with valid reseller-exemption documentation for 
    each applicable taxing jurisdiction. Otherwise, we will charge you all 
    applicable state and local taxes or duties. You agree to notify us 
    promptly if this documentation is revoked or modified. You are liable for 
    any claims or assessments that result from any taxing jurisdiction refusing
    to recognize your exemption.

    FAILURE TO PAY ANY AMOUNTS DUE

    If your account becomes delinquent, you agree that we may do one or more 
    of the following:

       1. impose a finance charge, up to the maximum permitted by law, on the 
          delinquent portion of the balance due;

       2. require cash payment on or before provision of any Eligible 
          Services;

       3. terminate this Agreement; or

                                                                 Page 10 of 27
<PAGE>

       4. pursue any other remedy available at law or equity.

    In addition, if your account with any of our affiliates becomes 
    delinquent, we may invoke any of these options allowable by law or equity.


8.  EQUIPMENT PROVIDED BY SERVICE PROVIDER COMPANY

    We may provide Equipment to be installed on your Customers' or End Users' 
    premises for the purpose of providing Eligible Services. The Equipment is 
    and will remain the asset of the Service Provider Company or its lessor 
    and will not become a fixture or really.

    Certain Equipment may contain licensed internal code. We will identify 
    this Equipment to you. Such Equipment may be subject to additional terms 
    specified in a Transaction Document.

    No right, title, or interest in or to the Equipment, or licensed internal 
    code associated with it, or any related planning informantion, is passed 
    to you. However, we will use such Equipment to provide Eligible Services 
    to you, your Customers, and their End Users.

    As appropriate, we will provide you physical planning information for the 
    Equipment. You will ensure that your Customers and their End Users comply 
    with that information in order to provide an environment meeting our 
    specifications.

    OUR RESPONSIBILITIES

    We agree to:

     1. Install the Equipment we provide at your Customers' or their End 
        Users' sites unless we specify otherwise;

     2. maintain the Equipment; and

     3. be responsible for all return, removal, and shipping charges for the 
        Equipment.

     YOUR RESPONSIBILITIES

     You agree to:

      1. ensure that your Customers provide for the physical space and 
         electrical power for the Equipment at your Customers' or their End 
         Users' sites at the Customer's or their End Users' expense;

      2. be responsible for loss of or damage to the Equipment caused by 
         your, your employeess', your agents', your Customers' or their End 
         Users' intentional acts or negligence;

      3. provide us or our designee with all assistance reasonable necessary 
         to permit us access to your Customers' or their End Users' sites to 
         perform inspection, installation, preparation for return, or 
         maintenance, as applicable;

      4. ensure that your Customers or their End Users provide, at no cost to 
         us, adequate security to protect the Equipment from theft, loss, 
         damage, or misuse;

      5. return to us, or permit us or our designee to remove at our 
         discretion, the Equipment, any licensed internal code associated 
         with it, and physical planning documentation at the expiration or 
         termination of the Eligible Service;

      6. not alter the Equipment and any licensed internal code associated 
         with it in any manner, not move it to other locations, and not 
         transfer it to anyone else without our prior written approval;

      7. keep the Equipment and any licensed internal code associated with it 
         free from all liens, charges, or encumbrances; and


                                                                 Page 11 of 27


<PAGE>

     8. affix and keep in a prominent place on the Equipment any marking or 
label we require.

9.   CUSTOMER TRANSMITTED DATA

     We agree not to disclose your, your Customers', or their End 
     Users' confidential information, including programs and data, 
     transmitted in electronic form using the Eligible Services. However, 
     we have no obligation of confidentiality relating to your, your 
     Customers', or their End Users' information, including programs and 
     data, which is not confidential. Information that is not 
     confidential includes information which is:

     1. either currently publicly available or becomes publicly 
        available in the future without our breach of any obligation or 
        responsibility described in this Agreement:

     2. rightfully received by either of us from a third party, 
        where the information was received without any obligation of 
        confidentiality associated with it;

     3. already in our possession without an obligation of 
        confidentiality;

     4. independently developed by us; or

     5. approved for disclosure by you or your Customers.

     We also have no liability for any disclosure of information 
     that occurs as the result of our delivery of your, your Customers', 
     or their End Users' information, at your, your Customers', or their 
     End Users' direction and to a recipient you, your Customers, or 
     their End Users designate, when the delivery is made in the normal 
     course of Eligible Service provision (for example, to an incorrect 
     delivery address provided by you, your Customers, or their End 
     Users to us). We may disclose information to the extent required by 
     law.

     HANDLING OF YOUR, YOUR CUSTOMERS', OR THEIR END USERS' 
     INFORMATION

     You, your Customers, and their End Users are responsible for selection 
     and use of the security facilities and options that we provide.
     
     You, your Customers, and their End Users are responsible to 
     develop and maintain procedures (apart from the Eligible Services) 
     to protect your, your Customers', and their End Users' information. 
     You, your Customers, or their End Users are responsible for backup 
     and restoration of your respective information.

     For the purposes of operation and maintenance we may use, 
     copy, display, store, and distribute internally your, your 
     Customers', or their End Users' information. We agree not to 
     reverse assemble or reverse compile your, your Customers', or their 
     End Users' information. We do not guarantee that these procedures 
     will prevent the loss of, alteration of, or improper access to, 
     your, your Customers', or their End Users' information.  You agree that 
     access to your, your Customers', or their End Users' information will not 
     prohibit or prevent us from developing or marketing any service or 
     product.

     For transmission carried over interexchange carriers' and 
     local exchange carriers' facilities, Service Provider is not 
     responsible for transmission errors, or corruption or security of 
     data.

     We reassign to other customers data storage that you, your 
     Customers, or their End Users return to us. We do not erase data 
     storage and, in some cases, the next customer accessing a disk may 
     be able to read residual data. We are not responsible for your, 
     your Customers', or their End Users' failure to erase sensitive 
     data from disk space returned to us.

     You will take appropriate measures to inform your Customers 
     and their End Users of these provisions.


                                              Page 12 of 27
<PAGE>

10.  ELECTRONIC COMMUNICATIONS

     Each of us may communicate with the other by electronic means, 
     such as IBM(registered trademark) Mail Exchange. Each of us agrees 
     to the following for electronic communications:

     1. a User Identification contained in an electronic document 
        is legally sufficient to verify the sender's identity and the 
        document's authenticity;

     2. an electronic document that contains a User Identification 
        is a signed writing; and 

     3. an electronic document, or any computer printout of it, is an 
        original when maintained in the normal course of business.


11.  ORDERING AND DELIVERY

     On our request, you agree to make reasonable efforts to use 
     our automated order-entry system.

     CANCELLATION OF AN ORDER

     You may cancel an order for an Eligible Service before we 
     provide it. We may charge you a cancellation charge. We will inform 
     you in writing of the cancellation charge. The cancellation charge 
     does not apply to an Eligible Service if 1) we postpone providing 
     it for more than 15 days from its estimated availability date and 
     2) you cancel your order before we provide the Eligible Service.

     DELAYED PROVISION OF AN ELIGIBLE SERVICE

     Circumstances may arise where we delay the provision of an 
     Eligible Service due to our inability to meet the original 
     estimated availability date. If this delay causes the estimated 
     date to be after the end of your contract period, the terms of this 
     Agreement apply to that Eligible Service. It will be treated as if 
     you had acquired it during the contract period.

12.  STATUS CHANGE

     You agree to give us prompt written notice (unless precluded 
     by law or regulation) or any material change, or anticipated 
     change, in your financial condition, business structure, or 
     operating environment (for example, a material change in equity 
     ownership or management or any change to information you have 
     provided to us). Such change or failure to give notice may result 
     in termination of this Agreement.

13.  EXPORT OF ELIGIBLE SERVICES

     You are not authorized to actively market Eligible Services 
     outside the geographic scope of this Agreement and you agree not to 
     use anyone else to do so.

     If a Customer acquires an Eligible Service for export, our 
     responsibilities under this Agreement no longer apply to that 
     Eligible Service. You agree to ensure that your Customers and their 
     End Users comply with export laws and regulations of the 
     originating country, and any import requirements of the destination 
     country.

14.  LIABILITY

     Circumstances may arise where, because of a default or other 
     liability, one of us is entitled to recover damages from the other. 
     In each such instance, regardless of the basis on which


                                                                Page 13 of 27

<PAGE>

damages can be claimed, the following terms apply.

OUR LIABILITY

We are responsible for:

     1. bodily injury (including death), and damage to real property 
        and tangible personal property caused by the Eligible Services; and

     2. the amount of any other actual loss or damage, up to the 
        greater of US$100,000 (or equivalent) or the charges (if recurring 
        12 months' charges apply) for the Eligible Service that is the 
        subject of the claim.


ITEMS FOR WHICH WE ARE NOT LIABLE

Under no circumstances are we liable for any of the following:

     1. third-party claims against you for losses or damages (other than those 
        under the first two items above);

     2. loss of, or damage to, records or data; or

     3. economic consequential damages (including lost profits or 
        savings) or incidental damages, even if we are informed of their 
        possibility.

     ITEMS FOR WHICH YOU ARE LIABLE

     Circumstances may arise where, because of a default on your 
     part or other liability, we are entitled to recover damages from 
     you. In each such instance, regardless of the basis on which we are 
     entitled to claim damages from you, you are liable only for:

     1. bodily injury (including death), and damage to real 
        property and tangible personal property;

     2. claims by others made against us (particularly regarding 
        statements, representations, or warranties not authorized by us) 
        arising out of your conduct under this Agreement or as a result of 
        your relations with anyone else, except where such claim is a 
        result of our action or failure to act;

     3. the adjustment charge, if you fail to meet your minimum 
        revenue commitment; and 

     4. the amount of any other actual loss or damage, including 
        any lost profits associated with the product or Service to the 
        extent inherent in payments required to be made under this 
        Agreement, up to the greater of US$100,000 (or equivalent) or the 
        charges (if recurring, 12 months' charges apply) for the Service, 
        Eligible Service, or program that is the subject of the claim.

ITEMS FOR WHICH YOU ARE NOT LIABLE

Under no circumstances are you liable for any of the following:

     1. third party claims against us for any losses or damages 
        (other than those set forth above);

     2. loss of, or damages to, records or data; or

     3. economic consequential damages (including lost profits or 
        savings) or incidental damages, even if you are informed of their 
        possibility; however, notwithstanding the foregoing, you will 
        indemnify us from consequential or incidental damages associated 
        with the damages for which you are liable as set forth in items 1 
        and 2, "Items For Which You are Liable," and you are responsible 
        for lost profits associated with the product or Service to the 
        extent inherent in payments required to be made under this 
        Agreement.


                                               Page 14 of 27
<PAGE>

15.  TRADEMARKS

     We will provide you with advertising guidelines for our 
     logos, trade and service marks, trade names, emblems, and titles 
     (collectively called "Trademarks"). We will notify you in writing 
     of the title you are authorized to use. You may use the Trademarks 
     only as described in the guidelines and only in association with 
     the Eligible Services we approve you to market.

     On our request, you agree to change or stop using any 
     advertising or promotional material that does not comply (as we 
     determine) with our guidelines or this Agreement. When this 
     Agreement ends, you agree to promptly stop using our Trademarks. If 
     you do not, you agree to pay any expenses and fees that we incur in 
     getting you to stop.

     You agree that any goodwill attaching to our Trademarks as a 
     result of your use of them belongs to us. You agree not to register 
     or use any mark that is confusingly similar to any of our 
     Trademarks.

16.  NO PROPERTY RIGHTS

     Your rights under this Agreement are not property rights and, 
     therefore, you cannot transfer them to anyone else or encumber them 
     in any way. For example, you may not sell your authorization to 
     market the Eligible Services or your right to use our Trademarks.

17.  CHANGES TO THE AGREEMENT TERMS AND ELIGIBLE SERVICES

     CHANGES TO THE AGREEMENT TERMS

     In order to maintain flexibility in our relationship, we may 
     change the terms of this Agreement by giving you three months' 
     written notice. However, these changes are not retroactive. They 
     apply as of the effective date we specify in the notice. If you do 
     not accept a change, you must inform us in writing before its 
     effective date.

     Otherwise, for a change to be valid, both of us must sign it. 
     Additional or different terms in any order or written communication 
     from you are void.

     CHANGES TO AND TERMINATION OF ELIGIBLE SERVICES

     We will give you three months' written notice if increase Eligible 
     Service charges or change invoicing procedures, or when a planned 
     change would substantially alter an Eligible Service from its 
     current description. We will give you 12 months' written notice if 
     we terminate an Eligible Service (or if we can change this 12-month 
     notice period). However, if a third party claims that a product 
     that we provide as part of an Eligible Service infringes a patent 
     or copyright, we reserve the right to terminate the Eligible 
     Service effective immediately.


     You agree to give us one month's written notice to terminate 
     your use of or remarketing of an Eligible Service. The termination 
     will be effective at month's end.

18.  AGREEMENT TERMINATION

     This Agreement ends when terminated or when the contract 
     period ends.

     You may terminate this Agreement, with or without cause, on 
     one month's written notice. If you terminate this Agreement without 
     cause, you are responsible to pay any applicable adjustment charges.


                                               Page 15 of 27
<PAGE>

     We may terminate this Agreement, with or without cause, on 
     three months' written notice. If the termination is for cause, we 
     may (at our discretion) allow you a reasonable opportunity to 
     cure. If you fail to do so, the date of termination is that 
     specified in the notice. However, certain acts or omissions are so 
     serious as to warrant immediate termination. If you repudiate this 
     Agreement, materially breach any of its terms or make any material 
     misrepresentation to us, we may terminate this Agreement at any 
     time, on written notice.

     Examples of a material breach are violation of our status-change
     terms, violation of our trademark terms, submission of a false
     warranty claim, unauthorized sale to a reseller, and failure 
     to use reasonable efforts to maintain your Customers' satisfaction. 
     You agree that our only obligation is to provide the notice called 
     for in this section and we are not liable for any claims or losses 
     if we do so.

     Any terms of this Agreement, which by their nature extend 
     beyond the day this Agreement ends, remain in effect until 
     fulfilled, and apply to respective successors and assignees.

     We may permit you to continue to provide Eligible Services 
     after this Agreement ends. If we do so, you agree to provide those 
     Eligible Services under the terms of this Agreement.

19.  WAIVER OF NONCOMPLIANCE

     Failure by either of us to insist on strict performance or to 
     exercise a right when entitled, does not prevent us from doing so 
     at a later time, either in relation to that default or any 
     subsequent one.

20.  GEOGRAPHIC SCOPE

     All your rights and all our obligations are valid only in the 
     countries designated in Schedule A.

21.  GOVERNING LAW

     Any dispute related to this Agreement will be subject to the 
     law and jurisdiction of the locality in which the Agreement was 
     signed. And dispute regarding a Service will be subject to the law 
     and jurisdiction of the locality where the Service to which the 
     dispute relates was provided.

     In no event will the "United Nations Convention on Contracts 
     for the International Sale of Goods" apply.


                                               Page 16 of 27

<PAGE>

INTERNATIONAL REMARKETER AGREEMENT
PART B - COUNTRY UNIQUE TERMS
-------------------------------------------------------------------------------

The following terms are country amendments to Part A - General Terms. All 
terms not specifically modified or deleted by these amendments remain in 
effect.

Countries listed in this Part B are those with modifications to the terms of 
this Agreement or where Services are provided by Service Provider Companies 
other than IBM. Services are provided in some countries that are not listed 
in Part B because no country unique terms apply and Services are provided by 
IBM Subsidiaries or Related Companies.

The following terms are effective only if the country listed in this Part B 
is also listed in Schedule A.

THE FOLLOWING COUNTRY UNIQUE TERMS APPLY TO AUSTRIA, BELGIUM/LUXEMBOURG, 
DENMARK, EGYPT, FRANCE, FINLAND, GREECE, IRELAND, ISRAEL, NETHERLANDS, 
NORWAY, PORTUGAL, SPAIN, SWEDEN, AND SWITZERLAND.

     2. AGREEMENT STRUCTURE

     YOUR ACCEPTANCE OF ADDITIONAL TERMS

     Item 2, "providing an Eligible Service to your Customer," does not apply

     6. PRICES AND PRICE CHANGES

     PRICE INCREASES

     You may withdraw a Service from an order or terminate a Service to which 
     an increase applies by providing us with written notice within one month 
     of the date of our notice of increase.

THE FOLLOWING ADDITIONAL COUNTRY UNIQUE TERMS APPLY TO FRANCE.

FRANCE

Services are provided by Axone in France.

     17. CHANGES TO THE AGREEMENT TERMS

     If we announce a change in accordance with this section, you may 
     terminate the affected Service by providing us with written notice on or 
     before the effective date of any such change. Continued use of a Service 
     after the effective date of any change shall be considered acceptance of
     the change.

THE FOLLOWING ADDITIONAL COUNTRY UNIQUE TERMS APPLY TO THE NETHERLANDS.

NETHERLANDS

     5. WARRANTY FOR ELIGIBLE SERVICES

     Where Decree D 78-464 is relevant, the legal warranty for hidden defects 
     remains applicable.

     8. EQUIPMENT PROVIDED BY SERVICE PROVIDER COMPANY

     The first two paragraphs are replaced with the following:

          We will, if applicable, provide Equipment specified in the local 
          Agreement Transaction Document to be installed on your premises for
          the purposes of providing a Service. The Equipment is and will remain
          the asset of the Service Provider Company or its lessor


                                                                  Page 17 of 27

<PAGE>


          and will not become a fixture or really. Certain Equipment may 
          contain licensed internal code. We will specify this in the local
          Agreement Transaction Document.

THE FOLLOWING ADDITIONAL COUNTRY UNIQUE TERMS APPLY TO NORWAY.

NORWAY

Services are provided by Norsk Informasjonsteknologi AS (NIT AS) in Norway.

THE FOLLOWING ADDITIONAL COUNTRY UNIQUE TERMS APPLY TO PORTUGAL.

PORTUGAL

Services are provided by COMPENSA in Portugal.

THE FOLLOWING ADDITIONAL COUNTRY UNIQUE TERMS APPLY TO SWEDEN.

SWEDEN

     1. DEFINITIONS

     Item 1 in the definition of "Related Companies" is replaced by the 
     following:

          1. instituted by more than 50% of the total votes for the election 
          of directors or other managing authority by either of us; or

     2. AGREEMENT STRUCTURE

     YOUR ACCEPTANCE OF ADDITIONAL TERMS

     Item 2, "providing an Eligible Service to your Customer," does not apply.

     6. PRICES AND PRICE CHANGES

     PRICE INCREASES

     You may withdraw a Service from an order or terminate a Service to which 
     an increase applies by providing us with written notice within one month
     of the date of our notice of increase.

     14. LIABILITY

     Item 3 is modified to read:

          3. the amount of any other actual loss or damage, up to the greater 
          of SEK 500,000 or the charges (if recurring or usage, 12 months'
          charges apply) for the Service that is the subject of the claim.

     21. GOVERNING LAW

     If any dispute is to be governed by Swedish law, if shall be settled by 
     arbitration in accordance with the Rules of the Arbitration Institute of
     the Stockholm Chamber of Commerce by three arbitrators all appointed in 
     accordance with said Rules. The place of arbitration shall be Stockholm,
     Sweden. The language to be used in these procedings shall be Swedish,
     unless any party is not incorporated under the laws of Sweden.
     Notwithstanding this, either party is free to sue before an ordinary court
     of law for any debt which is due and payable and not disputed in good faith
     by the other party.


                                                                  Page 18 of 27

<PAGE>

THE FOLLOWING COUNTRY UNIQUE TERMS APPLY IN THE COUNTRIES AS INDICATED.

AUSTRALIA

Services are provided by ISSC Australia in Australia.

     5. WARRANTY FOR ELIGIBLE SERVICES

     The following paragraph is added at the beginning of this Section:

          The warranties specified in this section 5 are in addition to any 
          rights you may have under the Trade Practices Act or other similar 
          legislation.

     The following is deleted from this section 5:

          HOWEVER, SOME LAWS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED 
          WARRANTIES. IF THESE LAWS APPLY, THEN ALL EXPRESS AND IMPLIED 
          WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. NO 
          WARRANITES APPLY AFTER THAT PERIOD.

     The following paragraph is added:

          Materials delivered to you under this Agreement are provided 
          without warranty of any kind. We do not warrant that the materials
          are correct or that they will be suitable to your needs.

6. PRICES AND PRICE CHANGES

PRICE DECREASES

For one-time charges, you receive the benefit of a price decrease for any 
amount which becomes due on or after the effective date of the decrease.

14.  LIABILITY

The following paragraphs are added to this section 14:

    Where we are in breach of a condition or warranty implied by the Trade
    Practices Act 1974:

         Our liability is limited to, for Services, the payment of the cost of
         having the Services supplied again, and for goods, the repair or
         replacement of the goods or the supply of equivalent goods.
         Where this condition or warranty relates to right to sell, quiet
         possession or clear title (i.e., Section 69), or the goods are of a
         kind ordinarily acquired for personal, domestic or household use or
         consumption, then none of the limitations in this Section apply.

    In addition to the above, the following is deleted from this section:

         "This limit also applies to any of our subcontractors and program
         developers.  It is the maximum for which we are collectively
         responsible."

ITEMS FOR WHICH WE ARE NOT LIABLE

The first line is modified to read, "Under no circumstances are we liable for
any of the following:"

CANADA

Services are provided by Advantis Canada in Canada.

    5.  WARRANTY FOR ELIGIBLE SERVICES

    The following sentence is added to this section 5.

         Warranties include both warranties and conditions.

                                                                   Page 19 of 27

<PAGE>

9.  CUSTOMER TRANSMITTED DATA

HANDLING OF YOUR INFORMATION

The third paragraph is modified by the addition of the following sentence:

    Any idea, concept, know-how or technique which relates to the subject
    matter of a Transaction Document and is developed or provided by either of
    us or jointly by both of us in the performance of a Transaction Document
    (subject to applicable patents and copyrights) may be freely used by either
    of us in any way either of us deem appropriate.

14. LIABILITY

Our liability for bodily injury (including death) or damage to real property and
tangible personal property shall be limited to that caused by our negligence.

This "Liability" section applies regardless of the basis on which you are
entitled to claim damages from us, including:

1.  breach of contract, even if fundamental breach; or
2.  tort, including, but not limited to, negligence or misrepresentation.

The limitation of liability for Canada is Canadian $100,000.00

17. CHANGES TO THE AGREEMENT TERMS AND ELIGIBLE SERVICES

Changes to and Termination of Eligible Services

We will give you three months' written notice if we terminate a Service (or if
we change this 3-month notice period).

DOMINICAN REPUBLIC

Services and are provided by GBM de Republica Dominicana S.A. in the Dominican
Republic.

GERMANY

    2.  AGREEMENT STRUCTURE

    YOUR ACCEPTANCE OF ADDITIONAL TERMS

    Item 2, "providing an Eligible Service to your Customer" does not apply.

    3.   RESPONSIBILITIES OF THE PARTIES

    MUTUAL RESPONSIBILITIES

    Item 7 is not applicable in case of tort by either of us and our agents.

    5.   WARRANTY FOR ELIGIBLE SERVICES

    If we are not able in a timely manner to eliminate or circumvent a
    substantial deviation of the Service provided compared with the current
    Service description, you reserve the right either to terminate the Service
    effective immediately or deduct the Service charge for the provided Service
    accordingly.

    6.   PRICES AND PRICE CHANGES

    The following example is added at the end of the list in the first
    paragraph under this section:

         5.  a total upfront charge for a fixed contract period.

    PRICE INCREASES

    "Price Increases" is modified as follows:

         You may withdraw a Service from an order or terminate a Service to
         which an increase applies by providing us with written notice within
         one month of the date of our notice of


                                                                   Page 20 of 27
<PAGE>

          increase. Continued use of a Service after the effective date of 
          any price change shall be considered as acceptance of the change.

     14.  LIABILITY

     The limitations and exclusions specified in the Agreement will not 
     apply to damages caused by us with intention or gross negligence. We 
     are liable for assured characteristics. The maximum amount of liability 
     in clause 14, subparagraph 3 is limited to one million Deutche marks.

     17.  CHANGES TO THE AGREEMENT AND ELIGIBLE SERVICES

     If we announce a change in accordance with this Section, you may 
     terminate your use of the affected Service by providing us with written 
     notice on or before the effective date of the change.

HUNGARY

Some Services are provided by the Hungarian PTT in Hungary.

     3.   RESPONSIBILITIES OF THE PARTIES

     YOUR RESPONSIBILITIES

     Additional responsibilities are added as follows:

          12.  to procure communication lines from the Hungarian PTT prior 
          to the Start Date of a Service and to maintain the communication 
          lines for the duration of this Agreement. Any communication 
          equipment you provide must comply with specifications provided by 
          the IBM Computing Center;

          13.  to be responsible for the attachment and operation of 
          communication equipment you provide. IBM's responsibility ends at 
          the applicable interface to the IBM Equipment. IBM is not 
          responsible for maintenance and operation of the Hungarian PTT 
          communication lines including those within the IBM computing 
          center network.

     14.  LIABILITY

     Item 3 is modified to read:

          3.   the amount of any other actual loss or damage, up to the 
          greater of FT 2,500,000.00 (two million five hundred thousand 
          Hungarian Forint) or the charges (if recurring or usage, 12 
          months' charges apply) for the Service that is the subject of the 
          claim.

     21.  GOVERNING LAW

     The following is added to this section:

          The Hungarian language version of this Agreement is the only 
          legally binding version. The laws of Hungary apply to this 
          Agreement.

INDONESIA

Services are provided by PT Sistelindo Mitralintas in Indonesia.

     1.   DEFINITIONS

     Add the following at the end of the last sentence of the definition of 
     "Related Company" following "exists:"

          provided that for the purpose of this definition, the Service 
          Provider Company's agent in Indonesia, PT Sistelindo Mitralintas, 
          a corporation established and domiciled in Jakarta, Indonesia. 
          will be categorized as a "Related Company."

     2.   AGREEMENT STRUCTURE

     Add the following to "Terms for Ordering of Eligible Services:"

          All orders must be confirmed in writing.

                                                                  Page 21 of 27
<PAGE>

     6.   PRICES AND PRICE CHANGES (PRICE INCREASES)

     Add the following to the first paragraph:

          You may withdraw a Service from an order or terminate a Service to 
          which an increase applies by providing us with written notice 
          within one month of the date of our notice of increase.

     8.   EQUIPMENT PROVIDED BY SERVICE PROVIDER COMPANY

     The first two paragraphs are replaced with the following:

          We will, if applicable, provide Equipment specified in the local 
          Agreement Transaction Document to be installed on your premises 
          for the purpose of providing a Service. The Equipment is and will 
          remain the asset of the Service Provider Company or its lessor and 
          will not become a fixture or realty. Certain Equipment may contain 
          licensed internal code. We will specify this in the local 
          Agreement Transaction Document.

     18.  AGREEMENT TERMINATION

     Add the following to this section:

          A termination hereunder shall not require a court decree: we both 
          waive in this regard the provision in article 1266 of the 
          Indonesian Civil Code, 2nd, 3rd and 4th paragraphs to the extent 
          the article provision requires such court decree for the 
          termination of an agreement creating mutual obligations.

ITALY

In Italy, Services will be provided by IN.TE.S.A. S.p.A. (hereinafter called 
INTESA), according to the terms of this Agreement. The following additional 
terms integrate and replace the terms stated in the Agreement. In the event 
of any conflict between the clauses of the Agreement and those of such 
additional clauses, the latter shall prevail.

     2.   AGREEMENT STRUCTURE

     YOUR ACCEPTANCE OF ADDITIONAL TERMS

     Item 2, "providing and Eligible Service to your Customer" does not apply.

     6.   PRICES AND PRICE CHANGES

     The applicable charges for each Service, fixed by INTESA for INTESA's 
     customers, are indicated in Transaction Documents. For one-time 
     charges, the relevant amount will be invoiced in the month of the start 
     date of the Service. For periodic charges, the relevant amount will be 
     invoiced in advance with reference to the related period.

     PRICE INCREASES

     You may withdraw a Service from an order or terminate a Service to 
     which an increase applies by providing us with written notice within 
     one month of the date of our notice of increase.

     7.   INVOICING, PAYMENT, AND TAXES

     The first invoice will be issued by INTESA in the month of the start 
     date of the Service. Payment shall be made cash within 30 days from the 
     end of the month of the invoice. If the order specifies that payment 
     shall be made cash via Factor, INTESA will be free to assign its 
     credits to the Factor specified in the Transaction Document. Without 
     prejudice to the provisions on cash payment via Factor, all payments 
     shall be made to INTESA at 125, via Servais, Turin, ITALY, which 
     remains the place of receipt of customer's payments, also in the event 
     that payment of all or part of the charges due has been otherwise 
     agreed in writing, or, however, made by means of delivery of promissory 
     notes or banking receipts.

     14.  LIABILITY

     Our entire liability is as follows:

                                                                  Page 22 of 27
<PAGE>

     1.   (unchanged)

     2.   bodily injury (including death) and damage to real property and 
          tangible personal property caused solely by our negligence; and

     3.   as to any other actual loss or damage arising in all situations 
          involving our non-performance pursuant to, or in any way related to 
          the subject matter of this Agreement, our liability, except as
          mandatory by law, will be limited to the charge paid by you for the
          individual Service that is the subject of the claim.

     (Applicability to subcontractors and program developers unchanged).

     21.  GOVERNING LAW

     These additional provisions shall be governed by the laws of Italy and 
     the competent court will be Turin in Italy. The Attachment for Italian 
     Burdensome Clauses (Clausole Onerose) must be signed prior to doing 
     business in Italy, whenever Services will be obtained in Italy. The 
     Attachment must be signed whether Italy is the country where the 
     Remarketer Lead Company and Service Provider Lead Company are located 
     or when business will be transacted by other Remarketer Companies and 
     Service Provider Companies.


                                                                  Page 23 of 27
<PAGE>

INTERNATIONAL REMARKETER AGREEMENT
                                                                         [LOGO]
ATTACHMENT FOR ITALIAN BURDENSOME CLAUSES (CLAUSOLE ONEROSE)
-------------------------------------------------------------------------------
PURSUANT TO ARTICLES 1341 AND 1342 OF THE ITALIAN LAW - CIVIL CODE, YOU MUST 
SPECIFICALLY ACCEPT THE CLAUSES LISTED IN THIS ATTACHMENT (CALLED "CLAUSOLE 
ONEROSE") BY SIGNING THIS ATTACHMENT. THE INTERNATIONAL REMARKETER AGREEMENT 
IS VOID IN ITALY IN THE ABSENCE OF YOUR SIGNATURE ON THIS ATTACHMENT.

You hereby specifically accept the following clauses.

     PART A - GENERAL TERMS

     2.   Agreement Structure
     3.   Responsibilities of the Parties
     5.   Warranty for Eligible Services
     8.   Equipment Provided by Service Provider Company
     9.   Customer Transmitted Data
    10.   Electronic Communications
    14.   Liability
    17.   Changes to the Agreement Terms and Eligible Services
    18.   Agreement Termination
    21.   Governing Law

You specifically accept the Italian country unique terms in the following 
contract Part.

     PART B - COUNTRY UNIQUE TERMS

If any of the clauses mentioned above have been amended by a written document 
signed by both of us, by signing this Attachment you are specifically 
accepting the amended terms.
-------------------------------------------------------------------------------
Each of us agrees that the complete agreement between us about this 
transaction consists of 1) this Attachment, 2) any other Transaction 
Documents, and 3) the International Remarketer Agreement (or any equivalent 
agreement signed by both of us).

AGREED TO: (Remarketer Lead Company name)

QUICKRESPONSE SERVICES, INC.

By /s/Shawn M. O'Connor
  ---------------------------------
        Authorized signature

Name (type or print): Shawn M. O'Connor

Date: 11/11/96

<TABLE>
<S>                                          <C>
Remarketer Lead Company Number: 5229967      Agreement number: N1071-US

Remarketer Lead Company address:             Service Provider Lead Company Name and Address:

1400 Marina Way South                        Advantis
Richmond, CA 94804 U.S.A.                    3405 W. Dr. M.L. King Jr. Blvd.
                                             Tampa, FL 33607 U.S.A.
                                             Attention: Order Support Services
</TABLE>

AFTER SIGNING, PLEASE RETURN A COPY OF THIS AGREEMENT TO THE "SERVICE 
PROVIDER LEAD COMPANY ADDRESS" SHOWN ABOVE.

                                                                   Page 24 of 27
<PAGE>

JAPAN

     14.  LIABILITY

     We are not liable for damages which have arisen through special
     circumstances.

MALAYSIA

Services are provided by IBM VADS SDN BHD in Malaysia.

     14.  LIABILITY

     Our liability for actual damages from any cause whatsoever will be 
     limited to the lesser of:

          a)   RM75,000 or
          b)   the total amount invoiced for your use of the Service which 
          is the subject of the action during the previous twelve months 
          before the cause of action arose.

     21.  GOVERNING LAW

     Any dispute arising in connection with this Agreement which cannot be 
     settled by negotiation between the parties or their representatives 
     shall be submitted to arbitration in accordance with the Rules for 
     Arbitration of the Kuala Lumpur Regional Arbitration Centre.

     The following new section is added following section 21.

     22.  LICENSE

     The Services are made available in accordance with the terms of the 
     license for Value Added Network Services granted by the government of 
     Malaysia in 1991. In the event that such license or any successor 
     thereof or VADS SDN BHD's registration thereunder is revoked, 
     terminated or amended, VADS SDN BHD's shall, notwithstanding any other 
     terms, have the right to terminate this Agreement or amend it 
     accordingly on three months' notice.

MEXICO

Services are provided by IBM Servicios Corporativos de Informacion (ISCI) in 
Mexico.

NEW ZEALAND

     14.  LIMITATION OF LIABILITY

     The Consumer Guarantees Act 1993 will not apply in respect of any goods 
     or Services we provide, if you require the goods or Services for the 
     purposes of a business as defined in that Act (which includes any 
     undertaking, whether carried on for gain or reward or not).

PAKISTAN

     2.   AGREEMENT STRUCTURE

     The following paragraph is added after the second paragraph in the 
     subsection titled, "Transaction Documents."

     Service Supplements and Schedule of Charges are unseperable parts of 
     this Agreement. The charges and payment schedule is defined in the 
     Schedule of Charges; the Services that we will provide you under this 
     Agreement are defined in the Service Supplement.

     Any reproduction of this Agreement, an Attachment, or a Transaction 
     Document, must be attested by a Court of Law, to be considered an 
     original.

     The paragraph under "Terms for the Ordering of Eligible Services" is 
     modified to read:


          You may order a Service by various means, including a request 
          written on paper and delivered to us, and a request sent via 
          facsimile to us.

                                                                   Page 25 of 27
<PAGE>

     3.   RESPONSIBILITIES OF THE PARTIES

     MUTUAL RESPONSIBILITIES

     A new item 8 is added:

     8.   we assume no responsibility for not providing Services due to 
     reasons arising from Pakistan's PTT or a private network operator's 
     inability to provide data and/or communications lines.

     YOUR OTHER RESPONSIBILITIES

     Item 6 is modified to read:

     6.   to obtain, install, and maintain suitable equipment, including 
     communication lines, as necessary to access the Services.

     14.  LIMITATION OF LIABILITY

     Item 3 in the first paragraph is modified to read:

     3.   the amount of any other actual loss or damage, up to the greater 
     of this Agreement amount or the charges (if recurring or usage, 12 
     months' charges apply) for the Service that is the subject of the claim.

     17.  CHANGES TO THE AGREEMENT TERMS

     The first paragraph is modified to read:

     We will give you three months' written notice if we increase Service 
     charges or revise our prices due to an act of Government or change 
     invoicing procedures, or when a planned change would substantially 
     alter a Service from its current description. We will give you 12 
     months' notice if we terminate a Service (or if we change this 12-month 
     notice period). However, if a third party claims that a product we 
     provide as part of a Service infringes a patent or copyright, we 
     reserve the right to terminate the Service effective immediately.

SINGAPORE

     6.   PRICES AND PRICE CHANGES

     If we have agreed not to change specified charges to you over a 
     specified period (period type charges), changes to those charges will 
     not apply to you until expiration of the protection period.

     7.   INVOICING, PAYMENT, AND TAXES

     Usage charges are payable up-front if a) they are for the minimum usage 
     specified, and b) you buy units at up-front prices.

     8.   EQUIPMENT PROVIDED BY SERVICE PROVIDER COMPANY

     The term "Equipment" in this section does not apply to Equipment 
     purchased by you where the asset title passes to you.

     14.  LIABILITY

     Our liability for actual damages to you, from any cause whatsoever, 
     will be limited to the greater of S$100,000 or the total amount 
     invoiced for your use of the Service which is the subject of the action 
     during the previous twelve months before the cause of action arose. 
     This limitation will apply 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 for which 
     we are legally liable.

                                                                   Page 26 of 27
<PAGE>

SOUTH AFRICA

Services are provided by Trafex Pty, Ltd. in South Africa.

SOUTH KOREA

     3.   RESPONSIBILITIES OF THE PARTIES

     MUTUAL RESPONSIBILITIES

     An additional responsibility is added as follows:

          8.   each of us will use only communication equipment of the type 
          approved by the Ministry of Communication.

TAIWAN

Services are provided by Global Communications Network (GCN Taiwan) in Taiwan.

     3.   RESPONSIBILITIES OF THE PARTIES

     Mutual Responsibilities

     Item 6 is deleted in its entirety.

     14.  LIABILITY

THAILAND

Some Services are provided by the Communications Authority of Thailand (CAT) 
in Thailand.

With respect to Thailand, Value-added Network Services ("VAN Services") are 
subject to licensing under the Telephone and Telegraph Act of 2477, Telephone 
Organization of Thailand Act, and Communication Authority of Thailand Act and 
their administrative regulations.

UNITED KINGDOM

     2.   AGREEMENT STRUCTURE

     YOUR ACCEPTANCE OF ADDITIONAL TERMS

     Item 2, "providing an Eligible Service to your Customer" does not apply.

     6.   PRICES AND PRICE CHANGES

     PRICE INCREASES

     You may withdraw a Service from an order or terminate a Service to 
     which an increase applies by providing us with written notice within 
     one month of the date of our notice of increase.

     14.  LIABILITY

     1.   in respect of Services, the greater of:

          a.   150,000 UK Pounds; or 
          b.   125% of the total purchase price payable under Clause 7 
          (Invoicing, Payment, and Taxes) for the Services which are 
          directly related to the default or which are directly related to, 
          or rendered functionally inoperative by, a deficiency in the 
          Services.

UNITED STATES OF AMERICA

Services are provided by Advantis in the USA. The terms of the Industry 
Remarketer Agreement between QuickResponse Services and Advantis replace the 
terms of this Agreement in the United States of America.

                                                                   Page 27 of 27
<PAGE>


INTERNATIONAL REMARKETER AGREEMENT                             [LOGO]

SCHEDULE A
______________________________________________________________________________

THE TERMS OF THE INTERNATIONAL REMARKETER AGREEMENT APPLY TO THIS TRANSACTION.


Country               Remarketer Company               Service Provider Company
                       Name and Address                    Name and Address
___________       ____________________________         _________________________

Argentina         QuickResponse Services               IBM Argentina S.A.
                  1400 Marina Way South                Ing. Enrique Butty 275
                  Richmond, CA 94804 USA               1300 Buenos Aires


Australia         QuickResponse Services               ISSC Australia
                  1400 Marina Way South                Darling Park
                  Richmond, CA 94804 USA               201 Sussex Street
                                                       Sydney NSW 2000


Austria           QuickResponse Services               IBM Oesterreich GESMBH
                  1400 Marina Way South                Obere Donaustrasse 95
                  Richmond, CA 94804 USA               A-1020 Vienna


Belgium           QuickResponse Services               IBM IN Belgium
                  1400 Marina Way South                Sq. Victoria Regina 1
                  Richmond, CA 94804 USA               1210 Bruxelles


Canada            QuickResponse Services               Advantis Canada
                  1400 Marina Way South                3500 Steeles Avenue East
                  Richmond, CA 94804 USA               Business/Fin. Serv.
                                                       Markham, Ontario


Denmark           QuickResponse Services               IBM Denmark A.S.
                  1400 Marina Way South                Nymoellevej 91
                  Richmond, CA 94804 USA               2800 Lyngby


France            QuickResponse Services               IBM France Axone-DRCE
                  1400 Marina Way South                4 Av. Montaigne
                  Richmond, CA 94804 USA               Le Montaigne
                                                       93881 Noisy Le Grand


Germany           QuickResponse Services               IBM Deutschland
                  1400 Marina Way South                Informationssysteme GmbH
                  Richmond, CA 94804 USA               Pascalstrasse 100
                                                       70569 Stuttgart



11/96                                                               Page 1 of 3

<PAGE>


Country               Remarketer Company               Service Provider Company
                       Name and Address                    Name and Address
___________       ____________________________         _________________________

Hong Kong         QuickResponse Services               IBM China/Hong Kong Corp.
                  1400 Marina Way South                8 Connaught Road
                  Richmond, CA 94804 USA               46/F Two Exchange Sq.
                                                       Hong Kong


Italy             QuickResponse Services               IN.TE.S.A. SPA
                  1400 Marina Way South                Via Servais, 125
                  Richmond, CA 94804 USA               10146 Torino


Israel            QuickResponse Services               IBM Israel Ltd.
                  1400 Marina Way South                IBM Building
                  Richmond, CA 94804 USA               2 Welzmann Street
                                                       P.O.B. 33655
                                                       Tel Aviv 61336


Japan             QuickResponse Services               IBM Japan Ltd.
                  1400 Marina Way South                2-12 Roppongi 3-Chome
                  Richmond, CA 94804 USA               Minato-ku
                                                       Tokyo 10G


Mexico            QuickResponse Services               IBM Mexico
                  1400 Marina Way South                Avenida Casa de la Moneda
                  Richmond, CA 94804 USA               Col Lomas de Sotelo
                                                       11200 Mexico D.F.


The Netherlands   QuickResponse Services               IBM Nederland N.V
                  1400 Marina Way South                Johan Huizingerlaan 765
                  Richmond, CA 94804 USA               1066 VH Amsterdam
                                                       2713 HA Zoelermeer


New Zealand       QuickResponse Services               IBM New Zealand Ltd.
                  1400 Marina Way South                171 Featherston Street
                  Richmond, CA 94804 USA               P.O. Box 38-993
                                                       Wellington


Pakistan          QuickResponse Services               IBM Pakistan
                  1400 Marina Way South                3, Avari Plaza, Fatima 
                  Richmond, CA 94804 USA               Jinnah Rd.
                                                       Karachi


Singapore         QuickResponse Services               IBM Singapore Pte. Ltd.
                  1400 Marina Way South                80 Anson Road
                  Richmond, CA 94804 USA               IBM Towers
                                                       Singapore 0207


11/96                                                               Page 2 of 3
<PAGE>


Country               Remarketer Company               Service Provider Company
                       Name and Address                    Name and Address
___________       ____________________________         _________________________

South Africa      QuickResponse Services               IBM Trafex Pty. Ltd.
                  1400 Marina Way South                256 Kent Avenue
                  Richmond, CA 94804 USA               Ferndale Randburg


Spain             QuickResponse Services               IBM ISS Spain
                  1400 Marina Way South                Ctra. Barcelona, KM 18.40
                  Richmond, CA 94804 USA               San Fernando de Henares
                                                       28850 Madrid

Switzerland       QuickResponse Services               IBM (Switzerland) Busines
                  1400 Marina Way South                Baendiweg 21
                  Richmond, CA 94804 USA               8010 Zurich


Taiwan            QuickResponse Services               IBM Taiwan
                  1400 Marina Way South                12F. 2. Sec. 1
                  Richmond, CA 94804 USA               Tun Hua S. Road
                                                       Taipei


Thailand          QuickResponse Services               IBM Thailand Co. Ltd.
                  1400 Marina Way South                388 Phaholyothin Road
                  Richmond, CA 94804 USA               Phyathal
                                                       Bangkok 10400


United Kingdom    QuickResponse Services               IBM United Kingdom Ltd.
                  1400 Marina Way South                PO Box 31
                  Richmond, CA 94804 USA               Birmingham Road
                                                       Warwick CV34 5JL


Venezuela         QuickResponse Services               IBM Venezuela S.A.
                  1400 Marina Way South                Avenida Ernesto Blohm
                  Richmond, CA 94804 USA               Guidad Commercial
                                                       Chuao Caracas



11/96                                                               Page 3 of 3