<PAGE>   1

                                                                   EXHIBIT 10.38


                                   AGREEMENT

                                            Contract No.       C-140162     
                                                        ------------------------

         Agreement dated the 21st day of January, 1998 between the New York
State Workers' Compensation Board (Board) and QCSinet Acquisition Corp.
(hereinafter "QCSinet" or "Contractor"), a corporation with its principal place
of business located at 1150 NW 72d Avenue, Suite 600, Miami, Florida 33126.

         Whereas the Board has issued a Request for Proposal dated September 9,
1997 and entitled Request for Proposal For Paper to Image Conversion Services
(hereinafter "RFP"); and

         Whereas, in response to this RFP, QCSinet has submitted a proposal
which includes a Volume 1 Technical Proposal and Volume 2 Cost Proposal; and

         Whereas, by letter dated December 30, 1997 the Board has awarded
QCSinet the within described contract;

         NOW THEREFORE, in consideration of the foregoing, and the mutual
promises and covenants contained herein, it is mutually agreed as follows:

1        GENERAL CONTRACTOR DUTIES AND OBLIGATIONS

1.1      GENERAL CONTRACTOR DUTIES

         The Contractor shall:

1.1.1    Assume responsibility for the cost, delivery of services, and timely
         accomplishment of all obligations and duties required by the Agreement
         whether or not such obligations or duties are performed by the
         Contractor, its subcontractor, or its supplier.  Subcontracting
         assignments are allowed under this contract under the terms set forth
         in section 12 of this Agreement.  The Contractor shall carry out its
         obligations and duties in a competent and timely manner.

1.1.2    Be the sole point of contact with regard to contractual matters.

1.1.3    Maintain a dedicated administrative organization sufficient to
         discharge its contractual duties, obligations and responsibilities.

1.1.4    Maintain a level of liaison and cooperation with the Board necessary
         for proper performance of all contractual responsibilities.

1.1.5    Provide access to its main operation team through key personnel such
         as Managing Executive and Operation Manager.
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1.1.6    Maintain operation staffing levels and personnel as required for
         performance of its duties under this Agreement.

1.1.7    Notwithstanding the circumstances under which the employment of a "key
         personnel" is terminated with the Contractor, subject to prior
         approval of the Board, designate an equally qualified alternate with
         full authority to act in that "key position" for full performance
         under this Agreement.  Such designee will have no authority to alter
         or modify any of the terms and conditions of the Agreement.

1.1.8    Agree that, except as specified in this Agreement and section 2-3 of
         the RFP, no aspect of Contractor performance under this Agreement will
         be contingent upon Board personnel or the availability of Board
         resources.

1.1.9    Immediately notify the Board upon learning of any situation which can
         reasonably be expected to adversely affect the operation of this
         project.  If such notification was verbal, then submit within three
         (3) days of learning of the circumstance, a written description of the
         situation and a recommendation for its resolution.

1.1.10   Cooperate fully with any other contractors that may be engaged by the
         Board.

1.1.11   Refrain from honoring any requests to perform work outside the scope
         of the Agreement unless such request(s) are pursuant to the Scope of
         Work Alteration procedures set forth in section 13 of this Agreement.

1.1.12   Cooperate with the Board, any other authorized State agency, and any
         law enforcement authority, in the investigation, documentation and
         litigation of any alleged illegal act, misconduct or unethical
         behavior related to this contract or which may affect the Board's
         operations.

1.1.13   Perform in accordance with the Performance Standards set forth in the
         RFP or as otherwise required in this Agreement.

1.1.14   Modify, at its own cost, the application or technical configuration to
         meet the Performance Standards set forth in this RFP or as otherwise
         required in this Agreement.

1.1.15   Honor any written commitment within the scope of this Agreement and
         the Contractor's proposal.  Failure of the Contractor to fulfill any
         such commitment shall render the Contractor liable under the default
         provisions for damages due to the Board under the terms of this
         Agreement.  For the purpose of this Agreement, a written commitment by
         the Contractor includes commitments specified by this Agreement, the
         proposal submitted by the Contractor, and specific written amendments
         to its proposal.  Written commitments by the Contractor are further
         defined as including:  (1) any warranty or representation made by the
         Contractor in a proposal as to performance; (2) any warranty or
         representation made by the Contractor described in (1) above, made in
         any literature descriptions, drawings, or specifications accompanying
         or referred to in a proposal; and (3) any modification of or
         affirmation or representation as to the above which is made by the
         Contractor in or during the course of negotiations, whether or not
         incorporated into a formal amendment to the proposal.





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2        SPECIFIC CONTRACTOR DUTIES AND OBLIGATIONS

2.1      SPECIFIC CONTRACTOR DUTIES

         The Contractor shall:

2.1.1    Convert the Board's paper-based claims documents to electronic-based
         claims documents; and deliver the images and their associated indices
         as accurate reproductions of the original documents to the Board, as
         described in the Contractor's proposal.  Contractor specifically
         agrees to:

            (a)  provide a paper-to-image conversion operation and maintain at
                 its expense, all facility(ies) necessary to perform required
                 services within New York State, with space adequate to house
                 all staff, equipment, materials and supplies and paper
                 documents to support the operational needs of the system as
                 specified in section 2-5 of the RFP;

            (b)  obtain, maintain, and pay for all permits and licenses legally
                 required to transact business and pay all fees and comply with
                 all laws, rules and regulations applicable to the
                 paper-to-image conversion operations at no additional cost to
                 the Board;

            (c)  provide all hardware and software necessary to perform the
                 required services;

            (d)  provide all staff required to manage and operate the
                 paper-to-image conversion facility(ies);

            (e)  establish and demonstrate that controls are in place to
                 monitor the accuracy and authenticity of data, the reliability
                 of hardware and software, and the integrity and security of
                 the system before any paper-to-image conversion operations are
                 commenced, as specified in section 2-8.3 of the RFP;

            (f)  provide "backfile" paper-to-image conversion services to
                 convert all claims documents associated with open case folders
                 and reopened case files, from each district office of the
                 Workers' Compensation Board, and deliver the images and their
                 associated indices as accurate reproductions of the original
                 documents to the Board within seven (7) calendar days of
                 receipt;

            (g)  convert "no-claims" documents from paper to images from each
                 district office and deliver images and their associated
                 indices as accurate reproductions of the original documents to
                 the Board within seven (7) calendar days of receipt;

            (h)  store paper case folders, no-claims documents, and incoming
                 claims documents for at least six (6) months after conversion;

            (i)  provide secured destruction of the paper documents after
                 completion of statewide conversion in accordance with a plan
                 and schedule developed by the Board;

            (j)  correct any defects identified by the Board's quality control
                 process;





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            (k)  complete the duties specified in paragraphs f - j of section
                 2.1.1 herein as quickly as possible, with completion no later
                 than December 31, 1998;

            (l)  convert all incoming claims documents to generate images from
                 the paper documents and deliver the images and their
                 associated indices as accurate reproductions of the original
                 documents to the Board within twenty-four (24) hours after
                 receipt of the daily documents.

2.1.2    Accept responsibility for full knowledge of the Office for Technology
         Policy 96-10, titled Guidelines for the Legal Acceptance of
         Electronically Stored Documents;  State Archives and Records
         Administration brochure titled Guidelines for the Acceptance of Public
         Records in an Emerging Electronic Environment.

2.1.3    Provide reliable systems and processes which are capable of producing
         trustworthy records, and manage the paper-to-image conversion
         facility, the operations, the functional areas and staff in a manner
         that will ensure the legal admissibility of the image records in a
         court of law in accordance with the guidelines listed in section 2.1.2
         herein and provide for complete documentation of all operational
         procedures.

2.1.4    Design, develop, install, implement, maintain and manage the systems
         as required by this Agreement and the RFP, and provide all staff,
         hardware, software and facilities necessary to perform required
         services at the prices stated in Contractor's Cost Proposal, Volume 2.

2.1.5    Maintain confidentiality of documents through appropriate
         non-disclosure agreements with employees.

2.1.6    Permit Board staff to be present when Board documents are being
         converted.

2.1.7    Warrant that Product(s) furnished pursuant to this Agreement shall,
         when used in accordance with the Product documentation, be able to
         accurately process date/time data (including, but not limited to,
         calculating, comparing, and sequencing) from, into, and between the
         twentieth and twenty-first centuries, and the years 1999 and 2000,
         including leap year calculations.  Where a purchase requires that
         specific Products must perform as a package or system, this warranty
         shall apply to the Products as a system.

         In the event of any breach of this warranty, Contractor shall restore
         the Product to the same level of performance as warranted herein, or
         repair or replace the Product with conforming Product so as to
         minimize interruption to the Board's ongoing business processes, time
         being of the essence, at Contractor's sole cost and expense.  This
         warranty does not extend to correction of the Board's errors in data
         conversion.

         For the purposes of this warranty, the following definitions shall
         apply: "PRODUCT" shall include, without limitations: any piece or
         component of equipment, hardware, firmware, middleware, custom or
         commercial software, or internal components or subroutines therein
         which perform any date/time data recognition function, calculation,
         comparing or sequencing.  Where services are being furnished, e.g.
         consulting, systems integration, code or data conversion or data
         entry, the term "Product" shall include resulting deliverables.





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         "CONTRACTOR'S PRODUCT" shall include all Product delivered under this
         Agreement by Contractor other than Third Party Product.

         "THIRD PARTY PRODUCT" shall include product manufactured or developed
         by a corporate entity independent from Contractor and provided by
         Contractor on a non-exclusive licensing or other distribution
         Agreement with the third party manufacturer.  "Third Party Product"
         does not include product where Contractor is: a) a corporate
         subsidiary or affiliate of the third party manufacturer/developer;
         and/or b) the exclusive re-seller or distributor of product
         manufactured or developed by said corporate entity.

         This warranty shall survive beyond termination or expiration of the
         Agreement.

         Nothing in this warranty shall be construed to limit any rights or
         remedies otherwise available under this agreement.

2.1.8    Meet the performance standards specified in section 2-6 of the RFP for
         each of the paper-to-image conversion operations defined in section
         2-4 of the RFP.

2.1.9    Restore the paper-to-image conversion functions as specified in
         section 2-7 of the RFP, at the performance levels specified in section
         2-6 of the RFP, within seventy-two (72) hours of a disaster.
         "Disaster" shall include, but not be limited to:  theft, fire and
         smoke damage, water damage, damage or unauthorized destruction caused
         by employees, and fatal system problems (such as non-functioning
         critical hardware, internal personnel- induced disasters (hacking
         and/or sabotage)).

2.1.10   Ensure that the images and indices produced by contractor on behalf of
         the Board can be confidently used as the Board's primary record,
         enabling the elimination of paper records, as specified in section 2-8
         of the RFP.  Convert paper documents so that the delivered documents
         are retrievable, readable and clear enough that reasonable hardcopy
         output can be obtained at a later point.

2.1.11   Receive, protect and preserve all original documents transferred
         possession of by the Board and safeguard such documents from damage or
         destruction until completion of paper-to-image conversion and,
         further, until such time as the Board authorizes the secure
         destruction of such documents.

2.1.12   Provide 100 percent (100%) retrievability of paper documents prior to
         their secured destruction pursuant to section 2.1.1(i) herein.

2.1.13   Return to the Board, at Contractor's expense, sample numbers of open
         case folders and original paper documents transferred to Contractor by
         the Board, upon the Board's request, within five (5) days of the
         request.

2.1.14   Provide training and regular retraining of staff as specified in
         section 2-8.2 of the RFP before any paper-to- image conversion
         operations are commenced by Contractor.

2.1.15   Closely supervise employees and inspect employees' work to detect
         deficiencies including the





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         use of unauthorized procedures, employees in need of additional
         training, any inefficiencies in existing hardware and software, and to
         receive ideas as to how to improve the system.

2.1.16   Keep complete logs to trace the activities of employees,
         subcontractors and intruders to enable the thorough investigation of
         any suspicious activity as part of monitoring the accuracy and
         authenticity of data, the reliability of hardware and software, and
         the integrity and security of the system.

2.1.17   Establish and follow employee exit procedures for all employees with
         access to Board documents which include all of the following:

            (a)  unambiguous notice of termination;

            (b)  an exit interview;

            (c)  signed and dated records of communications between the
                 overseeing supervisor and employee;

            (d)  reminder of confidentiality and nondisclosure of Board
                 information and a copy of confidentiality agreement for
                 employee's use;

            (e)  retrieval of property, documents, keys, ID cards in the
                 employee's possession;

            (f)  escort of employee to his or her workstation to obtain
                 personal effects;

            (g)  escort out of building; and

            (h)  immediate disablement of all employee's access codes,
                 passwords and authorizations.

2.1.18   Provide management reports as specified in section 2-9 of the RFP.

2.1.19   Attend formal weekly status meetings with the Board's management team,
         as specified in section 2-9 of the RFP.

2.1.20   Permit Board and Office of State Comptroller (OSC) audit staff access
         to records and computer resources as specified in section 2-10 of the
         RFP.

3        GENERAL BOARD DUTIES AND OBLIGATIONS

         The Board shall:

3.1      Provide reasonable accommodation at the Board's premises to enable
         Contractor to carry out its work under this Agreement.

3.2      Provide responses to reasonable requests for information; provide
         data, documentation and staff cooperation as appropriate.





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4        SPECIFIC BOARD DUTIES AND OBLIGATIONS

4.1      Identify all incoming claims documents to be directed for
         paper-to-image conversion; manually count the mail and complete a
         transmittal slip.

4.2      Pull the no-claims documents, prepare a transmittal slip, and provide
         all no-claims documents and transmittal slip to the Contractor on the
         first day of conversion.

4.3      Pull open case folders, prepare a transmittal slip, and provide the
         open case folders and transmittal slip to the Contractor at  a rate
         mutually agreed upon by the parties, commencing no later than May 1998
         and finishing no later than December 31, 1998. .

4.4      Provide for transportation of all incoming claims documents from all
         district offices to the Contractor.  The Board may elect to contract
         with the Contractor for transportation of the incoming claims
         documents at the prices stated in Contractor's Cost Proposal, Volume
         2.

4.5      Implement a quality control process prior to the end of six (6) months
         from the date documents are received by the Contractor to ensure that
         all performance standards are met, including, but not limited to,
         those relating to accuracy, quality and volume.

4.6      Refer problems immediately to the Contractor for identification and
         corrective action.

5        BOARD ADMINISTRATION

5.1      The parties acknowledge that joint administration and control is
         essential to the success of the Board operation.  Therefore, the
         parties shall use agreed upon processes and forms to report progress
         and to identify, track and resolve problems and issues associated with
         the operation.

5.2      Each party shall, within five (5) days after this Agreement becomes
         effective pursuant to section 18.1 herein, appoint a Managing
         Executive and Operation Manager.

5.3      The Operation Managers may clarify, explain, provide further details,
         handle necessary technical matters, implement technical changes,
         develop administrative procedures, and act as the primary contact
         persons between the entities, but shall have no authority to affect,
         change, alter, amend or modify any of the terms and conditions of this
         Agreement.

5.4      The Managing Executive shall be authorized to:  (a) receive and
         resolve issues regarding this operation as escalated by the Operation
         Manager(s), and (b) negotiate amendments affecting the contract price
         and the terms and conditions of the Agreement subject to final
         approval by the Board and the Comptroller of the State of New York.





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<PAGE>   8
5.5      Any good faith dispute arising under the terms of this Agreement which
         is not resolved within a reasonable period of time by the Operation
         Managers shall be brought to the attention of the representatives of
         the parties as set forth below:

<TABLE>
<CAPTION>
ESCALATION
TIMETABLE                   CONTRACTOR                            BOARD
(BUSINESS DAYS)             REPRESENTATIVE                        REPRESENTATIVE
<S>                         <C>                                   <C>
Not to exceed 2 days        Operation Manager                     Operation Manager
                            
Not to exceed 5 days        Managing Executive                    Deputy Executive
                                                                  Director
                            
Not to exceed 10 days       To be named                           Chair
</TABLE>

         Both the Board and the Contractor agree that this dispute resolution
         process shall precede the assertion of any legal rights, including the
         Board's right to assess liquidated damages, and the parties will
         continue without delay all their respective responsibilities under
         this Agreement.

6        BILLINGS TO THE BOARD

6.1      The Contractor shall bill the Board using invoices satisfactory to the
         Board and the Office of the State Comptroller of the State of New
         York.  Billings will be based on the actual volume of pages converted
         by the Contractor at the per-page price designated in Contractor's
         proposal for each of the three categories.  A single invoice will be
         submitted for each month of the contract.  All charges for a month
         shall be billed during the month immediately following the month in
         which the charges took place.  Payments, minus any liquidated damages
         as stated in section 8 of this Agreement, shall be made in accordance
         with Article XI-A of the New York State Finance Law.

6.2      The Contractor is responsible for all travel, meals, and lodging costs
         for their staff associated with delivery of services under this
         Agreement.

7        ASSURANCES/LETTER OF CREDIT

         Prior to the adoption of this Agreement by the parties, the Contractor
         shall demonstrate proof of financial responsibility by filing with the
         Chair of the Workers' Compensation Board an irrevocable letter of
         credit from a New York State or federally chartered bank qualified to
         do business in New York State and insured by the Federal Deposit
         Insurance Corporation.  In the event of damages occurring as a result
         of disaster, default, abandonment, or nonperformance, and/or in the
         event of breach of this Agreement resulting in liquidated damages, as
         per the terms identified elsewhere in this Agreement, the Board may
         demand disbursement of all or any portion(s) of the face value of the
         letter of credit to recover said damages and/or liquidated damages.
         Such disbursements, pursuant to the demand of all or any portion(s) of
         the face value of this letter of credit, may be effected by the
         Board's submission of a written demand for payment to the institution
         that issued the letter of credit on behalf of the Contractor.  Partial
         disbursement(s), pursuant to demand, shall not terminate the letter of
         credit, but the balance shall





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         be diminished by any amounts disbursed and shall otherwise remain in
         effect.  The Board shall follow the dispute escalation procedures
         contained in section 5.5 of this Agreement prior to making any demand
         for disbursement of all or any portion of the letter of credit.

         The letter of credit shall name the Chair of the Workers' Compensation
         Board as beneficiary and be in the amount of ten million dollars
         ($10,000,000).  If, in the Board's discretion, the Contractor has
         satisfactorily performed its duties during the first year of the
         contract, such letter of credit may be reduced in the second year to
         the amount of five million dollars ($5,000,000).  The letter of credit
         shall authorize the New York State Workers' Compensation Board to draw
         a draft on sight, when accompanied by a Certificate from the New York
         State Workers' Compensation Board certifying that the amount demanded
         is due because of the failure of Contractor to perform under this
         Agreement as specified in sections 8, 9, 11, and/or 14 of this
         Agreement; and authorize partial drawings from the face of the letter
         of credit.

         The letter of credit shall not be canceled, revoked, or terminated
         during the term of the Agreement between the Workers' Compensation
         Board and the Contractor and for a period of ninety (90) days
         thereafter.

8        CONTRACTOR FAILURE TO MEET WORK PERFORMANCE STANDARDS

         In the event the Contractor fails, in the reasonable judgment of the
         Board, to properly achieve  the performance standards for each of the
         areas below, the following specific actions may be taken.

8.1      FAILURE TO MEET QUALITY AND/OR TECHNICAL PERFORMANCE STANDARDS

            (a)  As used in this provision and consistent with section 2.6 of
                 the RFP, the term "batch" is defined as follows:

                 (1)  A "batch" of incoming daily mail consists of all incoming
                      claims documents transferred from the Board to the
                      Contractor each day.

                 (2)  A "batch" of no-claims documents consists of all
                      no-claims documents transferred from the Board to the
                      Contractor on the first day of conversion.

                 (3)  A "batch" of open case folders consists of all folders
                      transferred from the Board to the Contractor each day.

            (b)  If any information which is readable and recognizable in an
                 original document cannot be read and recognized on the digital
                 image at the quality and technical capabilities specified in
                 section 2-6 of the RFP, Contractor shall, at the Board's
                 request, reconvert the document.

            (c)  If the number of documents from a batch which reveal missing
                 documents, poor image quality, poor retrievability, or
                 technical non-compliance exceeds 5 percent (5%) of the batch,
                 Contractor shall, at Contractor's expense, reconvert the
                 entire batch.  Failure by the Board to timely review, accept
                 or reject a batch shall not constitute acceptance of a





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                 batch by the Board.  If, in such circumstance, the Board
                 subsequently requires material changes to the delivered
                 images, the parties shall fairly consider and mutually agree
                 as to the effect of the untimely rejection or acceptance on
                 the delivery or implementation schedules.  In no event shall
                 the Contractor be entitled to any price increase due to the
                 need to correct deficient deliverables.  The Board shall not
                 assess liquidated damages greater than one day until such time
                 as the Board has provided notice to the Contractor of the
                 failure to achieve a performance standard.  Liquidated damages
                 as provided in section 8.2 herein shall only be assessed for
                 that period of time subsequent to providing such notice.

8.2      FAILURE TO MEET VOLUME AND ACCESSIBILITY PERFORMANCE STANDARDS

         The Board will be committing considerable financial and personnel
         resources to meet the time frames specified in this Agreement and the
         RFP.  Contractor agrees to pay liquidated damages proportionate to the
         extent of the failure to meet volume and accessibility performance
         standards as specified below.  Liquidated damages are not limited to
         the amount of the monthly billing.  Liquidated damages will be
         recovered solely against either the current month's billing, or
         subsequent monthly billings, or, if such billings are insufficient to
         cover such damages, from the face value of the letter of credit upon
         the Board's written demand for payment, as authorized in section 7 of
         this Agreement.

8.2.1    LATE DELIVERY OF CONVERTED INCOMING DAILY DOCUMENTS

         Contractor shall convert all pages of incoming daily mail and deliver
         the file images and indices to the Board within twenty-four (24) hours
         to achieve 100 percent (100%) performance.  For each day that
         performance falls below the quantity or time frame standard for
         transmission, liquidated damages shall be assessed as follows:

<TABLE>
            <S>                               <C>
            More than twenty-four (24) hours, one thousand dollars ($1,000) per day.
            More than forty-eight (48) hours, two thousand dollars ($2,000) per day.
            More than seventy-two (72) hours, three thousand dollars ($3,000) per day.
            More than ninety-six (96) hours, four thousand dollars($4,000) per day.
</TABLE>

8.2.2    LATE DELIVERY OF CONVERTED OPEN CASE FOLDERS

         Contractor shall complete the paper-to-image conversion of open case
         folders and older cases which are reopened, from each of the district
         offices, and deliver the images and associated indices to the Board
         within seven (7) calendar days of Contractor's receipt of the folders
         to achieve 100 percent (100%) performance.  For each day that
         performance falls below the time standard for delivery of the images
         and indices to the Board, liquidated damages shall be assessed as
         follows:

<TABLE>
            <S>                       <C>
            More than seven (7) days, one thousand dollars ($1,000) per day.
            More than fourteen (14) days, two thousand dollars ($2,000) per day.
            More than twenty-one (21) days, three thousand dollars ($3,000) per day.
            More than twenty-eight (28) days, four thousand dollars ($4,000) per day.
</TABLE>





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8.2.3    LATE DELIVERY OF CONVERTED NO-CLAIMS DOCUMENTS

         Contractor shall complete the paper-to-image conversion of the 1997
         and 1998 no-claims documents from each of the district offices and
         deliver the images and associated indices to the Board within seven
         (7) calendar days of Contractor's receipt of the documents to achieve
         100 percent (100%) performance.  For each day that performance falls
         below the time standard for delivery of the images and indices to the
         Board, liquidated damages shall be assessed as follows:

<TABLE>
            <S>                       <C>
            More than seven (7) days, one thousand dollars ($1,000) per day.
            More than fourteen (14) days, two thousand dollars ($2,000) per day.
            More than twenty-one (21) days, three thousand dollars ($3,000) per day.
            More than twenty-eight (28) days, four thousand dollars ($4,000) per day.
</TABLE>

8.3      FAILURE TO MEET DISASTER RECOVERY STANDARDS

         The Board commits considerable financial and personnel resources to
         maintain its on-going operations.  Failure to maintain routine,
         on-going operations results in downtime.  Downtime results in loss of
         productivity and is costly to the Board.  Contractor agrees to pay
         liquidated damages proportionate to the extent of the failure to meet
         disaster recovery standards as specified in section 2-7 of the RFP.
         Liquidated damages are not limited to the amount of the monthly
         billing.  Liquidated damages  will be recovered solely against either
         the current month's billing, or subsequent monthly billings, or, if
         such billings are insufficient to cover such damages, from the face
         value of the letter of credit upon the Board's written demand for
         payment, as authorized in section 7 of this Agreement.

         For each day there is an inability to restore the paper-to-image
         conversion functions at the performance levels specified in section
         2-6 of the RFP within seventy-two (72) hours of a disaster, liquidated
         damages shall be assessed as follows:

<TABLE>
            <S>                               <C>
            More than seventy-two (72) hours, one thousand dollars ($1,000)
            More than eighty-four (84) hours, two thousand dollars ($2,000).
            More than ninety-six (96) hours, five thousand dollars ($5,000).
            More than one hundred eight (108) hours, ten thousand dollars ($10,000).
            More than one hundred twenty (120) hours, fifteen thousand dollars ($15,000).
            More than one hundred forty-eight (148) hours, twenty thousand dollars($20,000).
</TABLE>

8.4      FAILURE TO MEET MANAGEMENT REPORTING REQUIREMENTS

         The Board will be committing considerable financial and personnel
         resources to meet the time frames specified in this Agreement and the
         RFP.  Reliance on timely management reports is crucial to meeting
         timely completion of this operation.  Contractor agrees to pay
         liquidated damages proportionate to the extent of the failure to meet
         the management reporting requirements as specified in section 2-9 of
         the RFP.  Liquidated damages are not limited to the amount of the
         monthly billing.  Liquidated damages  will be recovered solely against
         either the current month's billing, or subsequent monthly billings,
         or, if such billings are insufficient to cover such damages, from the
         face value of the letter of credit upon the Board's written demand for
         payment, as authorized in section 7 of this Agreement.





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         The amount of liquidated damages for failure to meet the management
         reporting requirements will amount to three thousand dollars ($3,000)
         multiplied by the quantity of management reports not delivered within
         three (3) days of the end of a reporting period divided by the total
         management reports due.

8.5      FAILURE TO CURE

         If the Contractor continues to be deficient for ten (10) days beyond
         the due date of any performance standard, or in the case of any
         ongoing or recurring failure to meet a performance standard, then ten
         (10) days after the end of the calendar month in which the deficiency
         is manifest, the Board shall notify the Contractor in writing that the
         Contractor has ten (10) days from receipt of the notice to comply.
         The ten (10) days shall be designated as the "cure" period.
         Liquidated damages of five thousand ($5,000) dollars per day for each
         day or part thereof beyond the cure period shall accrue against the
         Contractor if the Contractor fails to comply within the "cure" period.
         Liquidated damages are not limited to the amount of the monthly
         billing.  Liquidated damages will be recovered solely against either
         the current month's billing, or subsequent monthly billings, or, if
         such billings are insufficient to cover such damages, from the face
         value of the letter of credit upon the Board's written demand for
         payment, as authorized in section 7 of this Agreement.

9        CONFIDENTIALITY OF BOARD-RELATED DOCUMENTS

9.1      CONFIDENTIALITY OF BOARD-RELATED INFORMATION

         The Contractor, its officers, agents and employees and subcontractors,
         shall treat all workers' compensation documents and information, with
         particular emphasis on information relating to claimants, their
         employers, and their insurance carriers, which is obtained by it
         through its performance under this Agreement, as confidential
         information to the extent required by the laws of the State of New
         York and the United States and any regulations promulgated thereunder.
         Unauthorized disclosure of personal, confidential, and/or medical
         information may result in civil and/or criminal penalties under New
         York State and Federal laws.

9.1.1    Except as provided in section 9.1.2 herein, all individual
         identifiable information relating to any claimant, employer, or
         insurance carrier shall be held confidential and shall not be
         disclosed by the Contractor, its officers, agents and employees or
         subcontractors without the prior written approval of the Executive
         Director of the Workers' Compensation Board or a designee.

9.1.2    The use of information obtained by the Contractor in the performance
         of its duties under this Agreement shall be limited to purposes
         directly connected with such duties.

9.1.3    Contractor agrees its officers, agents, employees and subcontractors
         shall not disclose, show or otherwise make available any portion of
         the materials or their contents to any one other than its employees
         and subcontractors in connection with the performance of its duties
         under this Agreement.

9.1.4    The Contractor shall be responsible for assuring that any agreement
         between the Contractor and any of its officers, agents, and employees
         or subcontractors contains a provision which strictly comports to the
         provisions of this section 9 herein.





                                       12
<PAGE>   13
9.1.5    The Contractor shall advise the Board of all requests made to
         Contractor for information described in section 9 herein within
         twenty-four (24) hours of such request.





                                       13
<PAGE>   14
9.2      CONTRACTOR BREACH OF CONFIDENTIAL INFORMATION

9.2.1    Contractor shall, at its expense, defend and satisfy the amount of any
         final judgment for the unauthorized disclosure of workers'
         compensation data brought against the State or the Board resulting in
         violation of privacy or injury to a claimant, employer or insurer
         arising from the actions of Contractor, its officers, agents, and
         employees or subcontractors.  The Board shall give Contractor written
         notice of such claim or suit.


9.2.2    In addition to any penalties as authorized by law, Contractor shall
         pay liquidated damages to the Board for the unauthorized disclosure of
         workers' compensation data at the rate of ten thousand dollars
         ($10,000) per instance per claim.

10       PRESERVATION AND SAFEGUARDING OF BOARD DOCUMENTS

10.1     Contractor agrees to locate its paper-to-image conversion
         facilities/off-site work area(s) used for the performance of
         activities specified under this Agreement within the State of New York
         and apprise the Board of the location and address of such facilities.

10.2     If files and/or documents are lost due to the negligence or wrongdoing
         of Contractor or subcontractors in failing to preserve or safeguard
         such documents prior to their secure destruction as authorized by the
         Board, Contractor shall bear the cost of replacing lost files and/or
         lost documents therefrom, including the cost of making the Board
         and/or claimant whole.

11       DATA TAMPERING

11.1     Contractor acknowledges that "data tampering" is the alteration or
         destruction of computerized information without proper authority and
         purpose.

11.1.2   Contractor acknowledges that a false record is a misrepresentation.

11.1.3   Contractor agrees not to alter, modify, forge, eliminate information
         from or add information to, or otherwise tamper with Board documents.
         Contractor further agrees not to destroy documents without proper
         authority and purpose from the Board.

11.1.4   Contractor agrees its officers, agents, employees and subcontractors
         shall not alter, modify, forge, eliminate information from or add
         information to, or otherwise tamper with Board documents.  Contractor
         further agrees its officers, agents, employees and subcontractors
         shall not destroy documents without proper authority and purpose from
         the Board.

11.1.5   Contractor shall be responsible for assuring that any agreement
         between the Contractor and any of its officers, agents, and employees
         or subcontractors contains a provision which strictly comports to the
         provisions of this section 11 herein.

11.2     Contractor shall, at its expense, defend and satisfy the amount of any
         final judgment for data tampering of workers' compensation data
         brought against the State or the Board.  The Board shall give
         Contractor written notice of such claim or suit.





                                       14
<PAGE>   15
11.3     Contractor shall pay liquidated damages to the Board for data
         tampering of workers' compensation data at the rate of ten  thousand
         dollars ($10,000) per instance per claim.

12       SUBCONTRACTING

12.1     Prior written approval of the Board shall be required for all
         subcontracts.  This requirement does not apply to individual
         employer-employee contracts, or management incentives for same, or
         subcontracts executed prior to the date of release of the RFP.  Any
         subcontract related to performance of this Agreement shall be subject
         to the provisions of law set forth in sections 220, 220-d, and 220-e
         of the Labor Law of the State of New York, Article 15 of the Executive
         Law of the State of New York and to the provisions set forth herein.
         The Board reserves the right to request information about any
         subcontracting relationship.

12.2     All subcontracts shall be in writing and shall contain provisions
         which are consistent with the provisions of this Agreement.  All
         subcontracts shall contain a provision for assignment of the
         subcontract to the Board or its successor contractors.

12.3     A copy of any subcontract, once approved by the Board and executed by
         the Contractor and the subcontractor, shall be furnished to the Board
         within thirty (30) days of execution.

12.4     The Contractor shall give the Board immediate notice in writing of any
         legal action or suit filed, and prompt notice of any claim made,
         against the Contractor by any subcontractor or vendor which may result
         in litigation related in any way to this Agreement or which may affect
         the performance of duties under this Agreement.

12.5     The requirement of prior approval of any subcontract by the Board
         under this Agreement shall not make the State of New York a party to
         any subcontract or create any right, claim or interest in or by the
         subcontractor or proposed subcontractor against the State.

12.6     The Contractor shall be considered the prime contractor and sole point
         of contact in regard to any contractual items specified or required in
         this Agreement or RFP.  Contractor is not to be relieved in any way of
         any responsibility, duty or obligation of this Agreement by a
         subcontract.

13       SCOPE OF WORK ALTERATION

13.1     The parties agree that the Agreement, including the RFP and the
         Proposal, fairly delineates the Scope of Work to be performed under
         the Agreement at the prices named in Contractor's Cost Proposal,
         Volume 2.  However, they further agree that events may occur which
         could alter the scope of the operation.  If an alteration in scope is
         desired by the Board, the Board shall issue a change request in
         writing on an Operation Change Request Form.  The Board shall then
         provide the Operation Change Request Form to the Contractor Operation
         Manager.  Such change request must include a description of the
         proposed change and a statement of why the change is desired.
         Contractor will review the change request and provide, at no
         additional charge to the Board, a proposal setting forth the impact of
         the change request.

13.2     It is recognized that Change Order requests may cause changes in
         price.  The parties will enter into good faith negotiations in order
         to reach agreement on the actions, if any, to be taken in





                                       15
<PAGE>   16
         order to achieve an equitable adjustment to the Agreement terms.  The
         Contractor's Proposal shall be used as the basis for negotiating any
         proposed changes in cost related to a Scope of Work Alteration.  The
         Contractor's rates for such services shall conform to the rates
         included in this Agreement.

13.3     Contractor shall implement an operation change request only upon
         written agreement of the parties  in a Memorandum of Understanding
         signed by the Managing Executives specifying the changes, related
         prices and revisions to timetables.  All substantive changes to the
         Statement of Work contained in a Memorandum of Understanding shall
         require an Amendment to this Agreement approved by the Comptroller of
         the State of New York.

14       BASIS FOR TERMINATION

14.1     The Agreement may be terminated:

            (a)  By mutual written agreement of the contracting parties.

            (b)  By the Board, whenever the Contractor shall default in
                 performance of the Agreement in accordance with its terms and
                 shall fail to cure such default within a period of ten (10)
                 days after receipt from the Board of a written notice
                 specifying the default.  If it is subsequently determined for
                 any reason that the Contractor was not in default or that the
                 Contractor's failure to perform or make progress in
                 performances was due to causes beyond the control and without
                 the fault or negligence of the Contractor, either in part or
                 in full, the Board shall have the option to either deem the
                 Notice of Termination to have been issued under section 14.2
                 herein as a termination for convenience and the rights and
                 obligations of the parties shall be governed accordingly, or
                 allow the Contractor to resume performance under this
                 Agreement.  In the event of a termination for default, the
                 Contractor shall be paid the following:

                 (1)  the per-page cost for the number of pages converted to
                      images, indexed, and delivered in specified format to the
                      Board (calculated monthly and not previously paid) minus
                      any liquidated damages assessed;

                 (2)  costs allowable in the discretion of the Board of
                      settling and paying subcontractor and supplier claims
                      arising out of the termination of work when costs were
                      incurred prior to termination and such claims are
                      properly chargeable to the terminated portion of the
                      Agreement.

14.2     The Agreement may be terminated by the Board for any reason.  Such
         termination shall be referred to herein as "termination for
         convenience."  Upon receipt of sixty (60) days written notice of
         termination for convenience, the Contractor shall be paid the
         following:

            (a)  the per-page cost for the number of pages converted, indexed,
                 and delivered in specified format to the Board (calculated
                 monthly and not previously paid) to the date of termination;

            (b)  costs allowable in the discretion of the Board of settling and
                 paying subcontractor and





                                       16
<PAGE>   17
                 supplier claims arising out of the termination of work when
                 costs were incurred prior to termination and such claims are
                 properly chargeable to the terminated portion of the
                 Agreement.

            (c)  reasonable costs arising from the settlement process,
                 including accounting, legal, clerical and other justifiable
                 expenses, necessary for the preparation of settlement claims
                 and supporting data with respect to the terminated portion of
                 this Agreement, and for the termination and settlement of
                 subcontracts thereunder.

14.3     Upon filing of a petition in bankruptcy or insolvency by or against
         the Contractor or subcontractor, if such petition is not vacated
         within thirty (30) days of its filing, the Board shall deem the
         Agreement terminated without termination services or costs, but
         payments for services rendered, subject to the status of the Board as
         a creditor in possession, shall be made as provided in section 14
         herein.  The Board shall not be precluded during the thirty (30)-day
         vacatur period from terminating the Agreement under other bases
         provided for in section 14 herein.

14.4     Should State funds for this Agreement become unavailable, the Board
         may deem this Agreement terminated.

15       PROCEDURES FOR TERMINATION

         Upon receipt of a written notice of termination, the Contractor shall:

15.1     Make provision for turning over any remaining records to the Board
         which are held after the completion of the final accounting as
         provided in this section 15 herein.  Additionally, the Contractor
         shall assist the Board or a successor contractor in completing any
         activities undertaken before the termination of the Agreement
         including, without limitation, any judicial and administrative
         proceedings.

15.2     Stop work under this Agreement on the date and to the extent specified
         in the notice of termination.

15.3     Place no further orders or subcontracts for materials, services or
         facilities, except as may be necessary for completion of such portion
         of the work under this Agreement as is not terminated.

15.4     Terminate all orders and subcontracts to the extent that they relate
         to the performance of work terminated by the notice of termination.

15.5     Assign to the Board, in the manner and to the extent directed by the
         Board, all of the rights, title and interests of the Contractor under
         the orders of subcontracts so terminated, in which case the Board
         shall have the right, in its reasonable judgment, to settle or pay any
         or all claims arising out of termination of such orders and
         subcontracts.

15.6     With the approval or ratification of the Board, to the extent it may
         require, which approval or ratification shall be final and conclusive
         for all purposes of this clause, settle all outstanding liabilities
         and all claims rising out of such termination or orders or
         subcontracts, the cost of which would be reimbursable in whole or in
         part, in accordance with the provisions of this





                                       17
<PAGE>   18
         Agreement.

15.7     Complete the performance of such part of the work as shall not have
         been terminated by the notice of termination.

15.8     Take such action as may be necessary, or as the Board may direct, for
         the protection and preservation of the property related to the
         Agreement which is in the possession or control of the Contractor and
         in which the Board has or may acquire an interest.

15.9     After receipt of a notice of termination, the Contractor shall submit
         to the Board its termination claim in the form and with the
         certification prescribed by the Board.  Such claim shall be submitted
         promptly but in no event later than two (2) months from the effective
         date of termination.  Upon failure of the Contractor to submit its
         termination claims within the time allowed, the Board may, subject to
         any review required by the State's procedures in effect as of the date
         of execution of the Agreement, determine, on the basis of information
         available to it, the amount, if any, due to the Contractor by reason
         of the termination and shall thereupon cause to be paid to the
         Contractor the amount so determined.

15.10    Subject to the provisions of section 15.9 herein, and subject to any
         review required by the Board's procedures in effect as of the date of
         execution of this Agreement, the Contractor and the Board may agree
         upon the whole or any part of the amount or amounts to be paid to the
         Contractor by reason of the total or partial termination of work
         pursuant to section 15 herein.  This Agreement shall be amended
         accordingly, and the Contractor shall be paid the agreed amount.

15.11    In the event of the failure of the Contractor and the Board to agree
         in whole or in part, as provided in section 15.9 herein, as to the
         amounts with respect to charges to be paid to the Contractor in
         connection with the termination of work pursuant to section 15 herein,
         the Board shall determine, on the basis of information available to it
         and as provided in section 14, the amount, if any, due to the
         Contractor by reason of termination and shall pay to the Contractor
         the amount so determined.

15.12    The Contractor shall have the right to appeal under section 19 of the
         Agreement, entitled "Disputes," from any such determination made by
         the Board, except that, if the Contractor has failed to submit its
         claim within the time provided in section 15.9 herein, it shall have
         no such right of appeal.

15.13    In any case where the Board has made such determination of the amount
         due, the Board shall pay to the Contractor the following:

            (a)  If no timely appeal has been taken, the amount so determined
                 by the Board; or

            (b)  If an appeal has been timely taken, the amount finally
                 determined on such appeal.

15.14    In arriving at the amount due the Contractor under section 15 herein,
         there shall be deducted:

            (a)  All payments theretofore made to the Contractor, applicable to
                 the terminated portion of





                                       18
<PAGE>   19
                 this Agreement and

            (b)  Any claim which the Board may have against the Contractor in
                 connection with this Agreement.

15.15    The Board may from time to time, under such terms and conditions as it
         may prescribe, make partial payments and payments on account against
         costs incurred by the Contractor in connection with the termination
         portion of this Agreement whenever, in the opinion of the Board, the
         aggregate of such payments shall be within the amount to which the
         Contractor will be entitled hereunder.  If the total of such payments
         is in excess of the amount finally determined to be due under section
         15 herein, such excess shall be payable by the Contractor to the Board
         upon demand, together with simple interest computed at the rate of
         twelve percent (12%) per year, for the period from the date excess
         payment is received by the Contractor to the date on which such excess
         is repaid to the Board.

16       PARTICIPATION OF CERTAIN BUSINESS ENTERPRISES

         In accordance with Article 15-A of the New York State Executive Law,
         the Contractor shall ensure that certified minority and women-owned
         business enterprises (M/WBEs) are provided the opportunity for
         meaningful participation in the performance of the Agreement.

         The Board has established a goal of four and one-half percent (4 1/2%)
         participation by NYS Certified Minority Business Enterprises on this
         contract.  The participation goals are expressed as a percentage of
         the total bid price of the contract.  As set forth in detail in
         Appendix J of the RFP, the Contractor shall secure participation in
         the work of the contract by M/WBEs in satisfaction of the goals or
         document good-faith efforts taken to fulfill the goals.  This
         participation may be as suppliers of goods.  As a monitoring measure,
         the contractor shall submit a Contractor utilization report on forms
         provided by the Board, as set forth in Appendix J of the RFP.  Any
         goal percentages established herein are subject to the requirements of
         Article 15-A of the Executive Law and regulations adopted pursuant
         thereto.  The Board and Contractor agree as a condition of the State
         contract to be bound by the provisions of section 316 of Article 15-A
         of the Executive Law.

17       MACBRIDE FAIR EMPLOYMENT PRINCIPLES

         The Contractor must comply with section 165 of the State Finance Law
         (MacBride Fair Employment Principles) wherein the Contractor agrees to
         stipulate that they have no business in Northern Ireland or, if they
         do have business in Northern Ireland, they shall comply with the
         MacBride Fair Employment Principles, and shall permit independent
         monitoring of such principles.

18       AGREEMENT DURATION

18.1     TERM OF THE AGREEMENT

         The effective date of this Agreement shall be the date upon which the
         signatures of authorized State officials from the Department of Law
         and the Office of the State Comptroller shall be duly





                                       19
<PAGE>   20
         affixed to the face of this Agreement, as required under section 33
         herein.  The term of this Agreement shall be for five (5) years from
         such effective date.

19       DISPUTES

         This Disputes provision shall apply to any dispute of the parties
         relating to performance under the Agreement except liquidated damages.
         Any dispute concerning any question of fact or law arising under the
         Agreement which is not disposed of by mutual agreement of the parties
         shall be initially decided by the designee of the Chair of the Board.
         A copy of the written decision shall be furnished to the Contractor.
         Upon issuance of such decision, the parties shall proceed diligently
         with the performance of the Agreement and shall comply with the
         provisions of such decision and continue to so comply pending further
         resolution of any such dispute as provided herein.  The decision of
         the designee of the Chair shall be final and conclusive unless, within
         ten days from the receipt of such decision, the Contractor furnishes
         the Chair a written appeal.  In the event of an appeal, the Chair
         shall promptly review the initial decision, and confirm, annul, or
         modify it.  The decision of the Chair shall be final and conclusive
         unless it is overruled or modified by a court of competent
         jurisdiction.  In connection with any appeal as provided herein, the
         Contractor shall be afforded an opportunity to be heard de novo and to
         offer evidence in support of its appeal.  Pending final decision of
         any legal action or proceeding hereunder by a court of competent
         jurisdiction, both parties shall proceed diligently with the
         performance of the Agreement in accordance with the Chair's decision.

20       ACCESS REQUIREMENTS

20.1     ACCESS TO PREMISES

20.1.1   To assure compliance with this Agreement and for any other reason the
         Board deems appropriate for the effective and continuing operation of
         the paper-to-image conversion and indexing operation, the Board, the
         Office of the State Comptroller, or other State officials, and their
         authorized representatives and designees, shall at all times have the
         right to enter into any premises of the Contractor used in performance
         of this Agreement or such other place where duties under the Agreement
         are being performed, to inspect, monitor or otherwise evaluate the
         work performed or being performed therein, or to elicit information
         concerning the functions and management of this operation.  Provisions
         shall be made by the Contractor to provide permanent identification
         cards for all on-site personnel and a limited number of other State
         personnel.  No additional access requirements will be imposed on State
         personnel that are not required of the Contractor's employees. The
         Board shall have final authority in determining the extent of access
         to the Contractor's facilities for all on-site personnel, State
         personnel, key personnel and any other individuals whom the Board
         deems appropriate.  For any such instance of access by authorized
         representatives or designees of any State agency or successor
         contractor, the Contractor shall provide, and shall require any
         subcontractor to provide, all reasonable facilities, cooperation and
         assistance to such representatives or designees in the performance of
         their duties.  All such instance of access shall be undertaken in such
         a manner as will not unduly disrupt the Contractor's operations or
         performance under the Agreement.  The right of access provided for
         herein shall include on-site visits, as directed and limited by the
         Board, by representatives of competitors in the process or procurement
         of a successor contractor.





                                       20
<PAGE>   21
20.1.2   Contractor shall give the Board advance notice of all visits to or
         tours of the paper-to-image  conversion and indexing operations
         site(s) by other than Contractor staff.

20.1.3   The Contractor shall be responsible for assuring that the provisions
         of this section 20 shall apply to any subcontract related to
         performance under this Agreement.





                                       21
<PAGE>   22
21       RECORDS RETENTION

21.1     The Contractor agrees to preserve all Agreement-related records for
         the term this Agreement is in effect and for six (6) years thereafter,
         with disposal by the Contractor of any records during said period
         permitted only upon prior written approval by the Board.  Records
         involving matters in litigation shall be kept for a period of not less
         than three (3) years following the termination of the litigation.
         Open-case folders, no-claims documents, reopened cases, and incoming
         daily documents do not constitute "Agreement-related records."
         Microfilm or imaged copies of any Agreement-related documents may be
         substituted for the originals with the prior written approval of the
         Board, provided that the microfilming or imaging procedures are
         accepted by the Board as reliable and are supported by an adequate
         retrieval system.

21.2     The Contractor shall be responsible for assuring that the provisions
         of section 21.1 herein shall apply to any subcontract related to
         performance under this Agreement.

22       INDEMNIFICATION

         The Contractor shall indemnify, defend and save harmless the Board,
         the State, its officers, agents or employees from any and all claims
         and losses accruing to or resulting from any and all contractors,
         subcontractors, materialmen, laborers, and any other person, firm, or
         corporation furnishing or supplying work, services, materials, or
         supplies in connection with the performance of the Agreement, and from
         all claims and losses accruing to or resulting from any person, firm,
         or corporation who may be injured or damaged by the Contractor, its
         officers, agents, or employees or subcontractors in the performance of
         the Agreement and against any liability, including costs and expenses,
         for violation of rights of privacy, arising out of the publication,
         translation, reproduction, delivery, performance, use or disposition
         of any data furnished under the Agreement or based on any libelous or
         otherwise unlawful matter contained in such data.

23       GENERAL PROVISIONS

23.1     DOCUMENT INCORPORATION AND ORDER OF PRECEDENCE

23.1.1   The Agreement consists of:

            (a)  The body of this Agreement;

            (b)  The appendices attached to the Agreement body;

            (c)  The Request for Proposal issued by the Board dated September
                 9, 1997 and entitled Request For Proposal For Paper to Image
                 Conversion Services as modified by the Board and by official
                 Board responses to questions (i.e., Questions and Answers),
                 the foregoing being herein incorporated by reference; and

            (d)  The Contractor's Proposal submitted to the Board consisting of
                 a Technical Proposal, Volume 1, and a Cost Proposal, Volume 2,
                 the foregoing proposal elements being herein incorporated by
                 reference.





                                       22
<PAGE>   23
23.1.2   In the event of any inconsistency in or conflict among the document
         elements of the Agreement identified in section 23.1.1 herein, such
         inconsistency or conflict shall be resolved by giving precedence to
         the document elements in the following order:

            (a)  First, Appendix A, Standard Clauses for All New York State
                 Contracts, attached to the Agreement;

            (b)  Second, body of the Agreement;

            (c)  Third, appendices other than Appendix A, attached to the body
                 of the Agreement;

            (d)  Fourth, the RFP, as amended; and

            (e)  Fifth, the Contractor's Proposal.

23.2     INDEPENDENT CAPACITY OF CONTRACTOR

         The parties hereto agree that the Contractor is an independent
         contractor, and the Contractor, its agents, officers and employees, in
         the performance of the Agreement, shall act in an independent capacity
         and not as officers or employees of the State or the Board.

23.3     NO THIRD-PARTY BENEFICIARIES

         Nothing contained in the Agreement, expressed or implied, is intended
         to confer upon any person, corporation or other entity, other than the
         parties hereto and their successors in interest and assigns, any
         rights or remedies under or by reason of the Agreement.

23.4     NONASSIGNABILITY

         In accordance with section 138 of the State Finance Law, this contract
         may not be assigned by the Contractor or its right, title, or interest
         therein assigned, transferred, conveyed, sublet or otherwise disposed
         of without the previous consent, in writing, of the State, which shall
         not be unreasonably withheld, and any attempts to assign the contract
         without the State's written consent are null and void.  The Contractor
         may, however, assign its right to receive payment without the State's
         prior written consent unless this contract concerns Certificates of
         Participation pursuant to Article 5-A of the State Finance Law.

23.5     CONTRACTOR PERSONNEL

         The Board reserves the right to require the Contractor to discharge,
         from performance of any or all duties under the Agreement, specified
         Contractor employees.  The Board will not exercise this authority
         unreasonably.  The Contractor agrees to replace any employee so
         discharged with an employee of equal or better qualifications.  If the
         Board exercises its right under this provision, it agrees to provide
         written notice to the Contractor setting forth its reasons with
         specificity.





                                       23
<PAGE>   24
23.6     EMPLOYMENT PRACTICES

23.6.1   The Contractor shall comply with the nondiscrimination clause
         contained in Federal Executive Order 11246, as amended by Federal
         Executive Order 11375, relating to Equal Employment Opportunity for
         all persons without regard to race, color, religion, sex or national
         origin, and the implementing rules and regulations prescribed by the
         Secretary of Labor and with 41 Code of Federal Regulations, Chapter
         60.  The Contractor and any of its subcontractors shall comply with
         the Executive Law of the State of New York, sections 290-299 thereof
         and any rules or regulations promulgated in accordance therewith.

23.6.2   The Contractor shall comply with the provisions of the Federal
         Americans with Disabilities Act ("ADA"), Public Law 101-336, 42 U.S.C.
         12101 et seq., and implementing regulations by the Federal Government
         including 29 CFR Part 1630 (equal employment opportunity for
         individuals with disabilities), 29 CFR Parts 1602 and 1627 (record
         keeping and reporting under Title VII of the Civil Rights Act of 1964
         and the ADA), 28 CFR Part 35 (nondiscrimination on the basis of
         disability in state and local government services) and 28 CFR Part 36
         (nondiscrimination on the basis of disability by public accommodations
         and in commercial facilities) as well as regulations issued by the
         Secretary of Labor of the United States at 41 CFR Part 60, pursuant to
         the provisions of Executive Order 11758 and its Federal Rehabilitation
         Act of 1973.  The Contractor shall likewise be responsible for
         compliance with the above-mentioned regulations by subcontractors with
         whom the Contractor enters into a contractual relationship in
         furtherance of this Agreement.

23.6.3   The Contractor shall comply with regulations issued by the Secretary
         of Labor of the United States in 41 Code of Federal Regulations,
         Chapter 60, pursuant to the provisions of Executive Order 11758 and
         the Federal Rehabilitation Act of 1973.  The Contractor shall likewise
         be responsible for compliance with the above- mentioned regulations by
         subcontractors with whom the Contractor enters into a contractual
         relationship in furtherance of this Agreement.

         Employment practices of the Contractor shall be consistent with
         corporate personnel policy and shall be uniformly applied to all
         contract staff.

23.6.4   The Contractor agrees to cooperate in implementing Board policies
         intended to achieve equal opportunity employment and, accordingly,
         warrants that it will not discriminate against employees or applicants
         for employment because of race, creed, color, national origin, sex,
         age, disability, sexual preference or marital status.  The Contractor
         will state, in all solicitations, or advertisements for employees
         placed by or on behalf of the Contractor, that all qualified
         applicants will be afforded equal employment opportunities without
         discrimination because of race, creed, color, national origin, sex,
         age, disability, sexual preference or marital status.

23.6.5   The Contractor agrees to undertake or continue existing programs of
         affirmative action to ensure that minority group members and women are
         afforded equal employment opportunities without discrimination because
         of race, creed, color, national origin, sex, disability or marital
         status.  For these purposes, affirmative action shall apply in the
         areas of recruitment, employment, job assignment, promotion,
         upgradings, demotion, transfer, layoff or termination and rates of pay
         or other forms of compensation.





                                       24
<PAGE>   25
23.6.6   The Contractor's affirmative action program shall be specified in an
         Affirmative Action Plan which shall contain but not be limited to
         goals and time frames for employment of protected classes, and
         procedures for preparation and submission of periodic affirmative
         action reports.

24       LEGAL ASSURANCE OF AUTHORITY TO PERFORM

         In consideration of the within premises, the Contractor represents to
         the Board that:

            (a)  The Contractor has corporate authority to perform all duties
                 required of it by the Agreement; and

            (b)  The Contractor is qualified to do business in the State of New
                 York.

         The Contractor shall give immediate notice to the Board of any event
         or circumstance which may affect the validity of the representations
         herein contained and shall take any and all actions required to
         preserve its legal authority to perform the Agreement.

25       FORCE MAJEURE

         Neither party shall be liable or deemed to be in default for any delay
         or failure in performance under the Agreement resulting directly or
         indirectly from acts of God, civil or military authority, acts of
         public enemy, wars, riots, civil disturbances, insurrections,
         earthquakes, the elements, acts or omissions of public utilities, or
         strikes, work stoppages, slow downs or other labor interruptions due
         to labor/management disputes involving entities other than the parties
         to the Agreement, or any other causes not reasonably foreseeable or
         beyond the control of a party.  The parties are required to use best
         efforts to eliminate or minimize the effect of such events during
         performance of the Agreement and adhere to the performance standards
         as specified in section 2.1.9 of this Agreement.

26       NOTIFICATION

         Any notice required by the Agreement to be given between the
         Contractor and the Board shall be sent to the Board's Deputy Executive
         Director for this operation or the Contractor's designated Operation
         Director by registered or certified mail, return receipt requested, or
         shall be delivered in hand and a receipt granted.

27       DELEGATIONS OF AUTHORITY

         Whenever, by any provision of the Agreement, any right, power or duty
         is imposed or conferred on the Board, the right, power or duty so
         imposed or conferred shall be possessed and exercised by the Chair of
         the Board unless any such right, power or duty is specifically
         delegated to the duly appointed agents or employees of the Board.  Any
         such delegation of authority shall be reduced to writing by the Chair
         and a copy thereof furnished to the Contractor.





                                       25
<PAGE>   26
28       PATENT OR COPYRIGHT INFRINGEMENT

28.1     The Contractor, solely at its expense, shall defend any claim or suit
         which may be brought against the Board or the State for the
         infringement of United States patents or copyrights arising from the
         Contractor's or the Board's use of any equipment materials or
         information prepared, developed or furnished by the Contractor in
         connection with performance of the Agreement, and in any such suit
         shall satisfy any final judgement for such infringement.  The Board
         will give the Contractor written notice of such claim or suit and full
         right and opportunity to conduct the defense thereof, together with
         full information and all reasonable cooperation.

28.2     If principles of governmental or public law are involved, the State
         may participate in the defense of any action identified in section
         28.1 herein, but no costs or expense shall be incurred upon the
         account of the Contractor without the Contractor's written consent.

28.3     If, in the Contractor's opinion, any equipment, materials or
         information mentioned in section 28.1 herein is likely to or does
         become the subject of a claim of infringement of a United States
         patent or copyright, then, without diminishing the Contractor's
         obligation to satisfy final award, the Contractor may, with the
         Board's prior written approval, substitute other equally suitable
         equipment, materials and information, or at the Contractor's option
         and expense, obtain the right for the Board to continue the use of
         such equipment, materials and information.

28.4     In the event that an action at law or in equity is commenced against
         the State arising out of claim that the State's use of the software
         under the Agreement infringes on any patent, copyright or proprietary
         right, and such action is forwarded by the State to the Contractor for
         defense and indemnification pursuant to section 28 herein, the Board
         shall send copies of all pleadings and documents forwarded to the
         Contractor, together with the forwarding correspondence, to the Office
         of the Attorney General of the State of New York, together with a copy
         of the Agreement.  If upon receipt of such request for defense, or at
         any time thereafter, the Contractor is of the opinion that the
         allegations in such action, in whole or in part, are not covered by
         the indemnification set forth in section 28 herein, the Contractor
         shall immediately notify the Board and the Office of the Attorney
         General of the State of New York in writing and shall specify to what
         extent the Contractor believes they are and are not obligated to
         defend and indemnify under the terms and conditions of the Agreement.
         The Contractor shall in such event protect the interests of the State
         of New York and secure a continuance to permit the State of New York
         to appear and defend its interests in cooperation with the Contractor
         as is appropriate, including any jurisdictional defenses which the
         State shall have.

29       CONFLICT OF INTEREST

         If during the term of the Agreement and any extension thereof the
         Contractor becomes aware of an actual or potential relationship which
         may be considered a conflict of interest, the Contractor shall notify
         the Board in writing immediately.  Should the Contractor engage any
         current or former New York State Workers' Compensation Board employee
         as its own employee or as an independent contractor because of such
         employee's knowledge of New York State finances, operations or
         knowledge of the Workers' Compensation Board program, or any current
         or former New York State Workers' Compensation Board employee who in
         the course of his or her State employment had frequent contact with
         management level Contractor employees, the Contractor





                                       26
<PAGE>   27
         shall notify the Board, in writing, immediately.  Should the Board
         thereafter determine that such employment is inconsistent with State
         or Federal Law, the Board shall so advise the Contractor, in writing,
         specifying its basis for so determining, and may request that the
         employee's relationship with the Board with respect to matters set
         forth  in this Agreement be terminated.

         In addition, the Contractor shall not offer any Board employee or
         agent of the Board any gratuity or benefit without prior written
         approval of the Board.

30       STANDARD OF INTERPRETATION

         This Agreement shall be subject to liberal interpretation to
         accomplish the parties' evident purpose. The Contractor and the Board
         shall perform under this Agreement in a manner to fully ensure smooth,
         non-disruptive paper-to-image conversion operations of the Board's
         documents, whether such operation by the Contractor or by the Board or
         a successor contractor, consistent with the terms of this Agreement.

         Performance by the Contractor and the Board, under this Agreement
         shall at all times be consistent with those fundamental premises and
         this Agreement shall be construed accordingly. Disagreement between
         the parties concerning interpretation of this Agreement shall be
         subject to the "Disputes" provisions set forth in section 19 herein.

31       WAIVER OF BREACH

         No term or provision of this Agreement shall be deemed waived and no
         breach excused, unless such waiver or consent shall be in writing and
         signed by the party claimed to have waived or consented. Any consent
         by a party to, or waiver of, a breach under this Agreement shall not
         constitute a consent to, a waiver of, or excuse for any other,
         different or subsequent breach.

32       TAXES

         It shall be understood that the Board, as an agency of the State of
         New York, is not liable for the payment of any sales, use, excise or
         other form of tax, however designated, levied or imposed and shall
         agree to reimburse the Contractor for same only if taxes would have
         been incurred through the Board's normal business operations.

33       AGREEMENT APPROVAL

         The State Finance Law of the State of New York, section 112, requires
         that any contract made by a State department which exceeds ten
         thousand dollars in amount be first approved by the Office of the
         State Comptroller before becoming effective.  The parties recognize
         that the Agreement is wholly executory and not binding until and
         unless approved by the Office of the State Comptroller, and the
         Department of Law.





                                       27
<PAGE>   28
34       CONTRACT EXTENSION WITHIN THE STATE

         Contractor acknowledges and agrees that by entering this Agreement, it
         grants the State of New York the option to extend this Agreement and
         the terms and conditions contained herein to any other  state agency
         or authorized purchasers pursuant to Article XI of the New York State
         Finance Law.

35       CHOICE OF LAW

         The parties agree that the Agreement shall be interpreted according to
         the laws of the State of New York.  The Contractor shall be required
         to bring any legal proceeding against the Board or the State arising
         from the Agreement in New York State courts.

36       STANDARD NEW YORK STATE CONTRACT CLAUSES

         Appendix A, Standard Clauses for all New York State Contracts,
         attached hereto, is hereby fully incorporated into the Agreement.

37       SEVERABILITY

         Should any provision of the Agreement be declared or found to be
         illegal, unenforceable, ineffective or void, then each party shall be
         relieved of any obligation arising from such provision; the balance of
         the Agreement, if capable of performance, shall remain in full force
         and effect.





                                       28
<PAGE>   29
IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT THE DAY AND YEAR
WRITTEN BELOW, AND HEREBY ACKNOWLEDGE THAT THEY HAVE REVIEWED THE TERMS AND
CONDITIONS SET FORTH HEREIN AND AGREE TO BE LEGALLY BOUND BY THE SAME.

                                   SIGNATURES

                      CONTRACT NO.      C-140162                
                                  -------------------

BOARD CERTIFICATION  (IN ADDITION TO THE ACCEPTANCE OF THIS CONTRACT, I ALSO
CERTIFY THAT ORIGINAL COPIES OF THIS SIGNATURE PAGE WILL BE ATTACHED TO ALL
OTHER EXACT COPIES OF THIS CONTRACT).

PRINCIPAL PLACE OF BUSINESS IS THE LOCATION OF THE PRIMARY CONTROL, DIRECTION
AND MANAGEMENT OF THE ENTERPRISE.

                                        STATE OF
                                                -------------------------------
                                        QCSINET's PRINCIPAL PLACE OF BUSINESS

NEW YORK STATE WORKERS'                 CONTRACTOR
COMPENSATION BOARD

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SIGNATURE                               SIGNATURE


            
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PRINT NAME                              PRINT NAME


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                                        ADDRESS

                                                                           
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DEPARTMENT OF LAW                       OFFICE OF THE STATE COMPTROLLER
DENNIS C. VACCO                         H. CARL MCCALL
new YORK STATE                          NEW YORK STATE
ATTORNEY GENERAL                        COMPTROLLER

BY:                                     BY: 
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<PAGE>   30
ASSISTANT ATTORNEY GENERAL


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DATE                                    DATE



                        ACKNOWLEDGMENT OF CORPORATION

STATE OF                         
         ------------------------
COUNTY OF                       SS:
         ---------------------     

    ON THIS ______ DAY OF ____________________, 1998, BEFORE ME PERSONALLY CAME
_________________________________________ ________, TO ME KNOWN, WHO, BEING BY
ME DULY SWORN, DID DEPOSE AND SAY THAT HE RESIDES IN
_______________________________ ___, THAT HE IS THE
____________________________________ OF QCSINET ACQUISITION CORP.  DESCRIBED IN
AND WHICH EXECUTED THE ABOVE INSTRUMENT; THAT HE KNOWS THE SEAL OF SAID
CORPORATION; THAT THE SEAL AFFIXED TO SAID INSTRUMENT IS SUCH CORPORATE SEAL;
THAT IT WAS SO AFFIXED BY ORDER OF THE BOARD OF DIRECTORS OF SAID CORPORATION,
AND THAT HE SIGNED HIS NAME THERETO BY LIKE ORDER.


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                                                NOTARY PUBLIC