33

                                                                 1
                                                                   EXHIBIT 10.21
                            ONSITE SERVICES AGREEMENT
                                  INTRODUCTION

         THIS  AGREEMENT  is entered  into between  Curtice  Burns  Foods,  Inc.
("Client") and SCT Software & Resource  Management  Corporation ["SCT (TMD)"], a
wholly-owned  subsidiary of Systems & Computer  Technology  Corporation,  on the
Effective Date of June 18, 1997

                                   BACKGROUND

         SCT (TMD) is in the  business of  providing  computing  services to the
commercial  market.  SCT (TMD) and Client  desire to enter  into this  Agreement
pursuant  to which SCT (TMD) will plan,  manage,  provide  and  operate  certain
information  systems  environments for Client,  all in accordance with the terms
and  conditions  of this  Agreement  and as more fully set forth in the Scope of
OnSite Services described in Exhibit A.

         Accordingly, the parties agree as follows:

                              TERMS AND CONDITIONS

SECTION 1. DEFINITIONS.  The following  definitions will apply to the terms used
in this Agreement:

         "ADAGE  Software" means those certain software  products  identified in
the License  Agreement,  for which SCT (MDS) granted  Client a license to use as
provided for in the License Agreement.

         "Agreement" means this OnSite Services Agreement.

         "Application   Software"  means  the  application   computer  programs,
manuals, documentation and other related materials.

         "AWP"  means,  in each  instance,  the Annual  Work Plan  described  in
Exhibit A to be developed under this Agreement by SCT (TMD) for Client,  as each
such Annual Work Plan may be updated by the parties from time to time.

         "Cause"  means  termination  of  employment  by or for  any  one of the
following:  (a) an employee's  voluntary  resignation from  employment;  (b) the
death or disability of an employee;  (c) the  continuing  failure by an employee
substantially to perform his or her duties and obligations of employment; or (d)
the willful misconduct of the employee.

         "Client Contract  Administrator" means that person designated by Client
to serve in such position  under Section 4.2 of this  Agreement,  including such
person's successor(s) in that position.

         "Confidential  Information"  means:  (i) all  Application  Software and
Systems Software which is licensed or otherwise  provided to a party with notice
of its  confidential  nature or  restrictions  as to its use; (ii) all business,
financial,  statistical,   personnel  and  technical  data  in  tangible  and/or
intangible  form which a party  maintains  as  confidential  (including  without
limitation  Client's customer lists); and (iii) any information which is defined
as  confidential by law,  expressly  deemed  confidential in this Agreement,  or
provided  or  disclosed,  by  one  party  to  the  other,  with  notice  of  its
confidential nature.

         "Commencement Date" means June 30, 1997.

          "Effective  Date" means the date first identified in this Agreement as
          the "Effective Date."

         "Excluded   Expenses"  means  those  information   technology  expenses
described  in  Exhibit  D(1),  the  costs for which  Excluded  Expenses  are not
included in the amounts  payable to SCT (TMD) under this Agreement but for which
Client, and not SCT (TMD), will remain responsible.

         "Hardware"  means any and all  computers,  disk  drives,  tape  drives,
terminals,   printers,  and  other  computer  hardware  and  related  peripheral
equipment.

         "Included   Expenses"  means  those  information   technology  expenses
described in Exhibit D(2), the costs for which Included Expenses are included in
the amounts  payable to SCT (TMD) under this  Agreement and for which SCT (TMD),
and not Client, will remain responsible, subject to the conditions of Section 6.


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         "Intellectual  Property  Rights"  means  all  patents,  patent  rights,
copyrights,  copyright registrations,  trade secrets, trademarks, service marks,
trademark and service mark registrations,  goodwill pertaining to trademarks and
service marks, and Confidential Information.

         "License  Agreement"  means that certain  Software License and Services
Agreement  entered  into by and  between  Client  and SCT  (MDS) on or about the
Effective Date,  pursuant to which, inter alia, SCT (MDS) granted Client a right
to  use  the  ADAGE   Software  and  agreed  to  provide   Client  with  certain
implementation,  support  and  training  services in  connection  with the ADAGE
Software, all under the terms and conditions of such License Agreement,  and for
the fees specified therein.

          "Location"  means,   collectively  and  individually,   Client's  data
processing facilities in Rochester, New York and Tacoma, Washington.

         "Maintenance   Agreement"  means  that  certain  Software   Maintenance
Agreement  entered  into by and  between  Client  and SCT  (MDS) on or about the
Effective  Date,  pursuant  to which,  inter alia,  SCT (MDS)  agreed to provide
Client with certain  maintenance for and upgraded versions of the ADAGE Software
under the terms and conditions of such Maintenance  Agreement,  and for the fees
specified therein.

         "Network"  means,  in each instance,  an arrangement of data processing
communications peripherals operating with prescribed protocols, all of which, in
concert,  allow computing devices to interface with one another across a defined
area or region.

         "OnSite Services" means the information  technology  services described
in Exhibit A to be provided by SCT (TMD) under this Agreement..

         "Operational     Responsibility"    means    management,     technical,
troubleshooting,  backup and other services to operate the applicable  Hardware,
Systems Software, and Application Software.

         "Prime Rate" means  interest at a  fluctuating  rate per annum which at
all times will be the lowest rate of  interest  generally  charged  from time to
time  (determined  as of the first  business  day of each week,  which rate will
remain in effect  until the first  business  day of the  immediately  succeeding
week) by Mellon Bank, N.A.,  Philadelphia,  PA and publicly  announced by Mellon
Bank, N.A. as its so-called "prime rate."

         "SCT Executive Director" means the SCT (TMD) employee designated by SCT
(TMD) to serve in such position under Section 4.1 of this  Agreement,  including
such person's successor(s) in that position.

         "SCT (MDS)" means SCT  Manufacturing & Distribution  Systems,  Inc., an
affiliate  of SCT (TMD)  that is also a  wholly-owned  subsidiary  of  Systems &
Computer Technology Corporation.

         "Secured Early Termination Fee" means the additional  applicable amount
payable to SCT (TMD) upon the  termination  of this  Agreement,  as set forth in
Section 6.4, which Secured Early Termination Fee is to be secured by a letter of
credit as provided for in that certain  schedule  attached to this  Agreement as
Exhibit F. ,

         "Service  Enhancement  Request"  means a request by Client  pursuant to
Section  12 that SCT (TMD)  provide  Supplemental  Services,  in a written  form
signed by both parties and expressly amending this Agreement.

         "STIP" means the "Short Term Improvement Plan" described in Exhibit A.

         "Supplemental  Services" means those additional and separately billable
services which are beyond the OnSite Services  described in Exhibit A, and which
SCT (TMD) may otherwise provide at the written request of Client.

          "Systems Component" means,  alternatively,  Hardware, Systems Software
or Application Software.

          "Systems" means Hardware,  Systems Software, and Application Software,
operating together.

         "Systems  Software" means the operating systems,  database  management,
fourth  generation  computer  language  facilities,  tools,  and  other  systems
software and related documentation contained in the Systems.



<PAGE>


         "Transitioned  Employees"  means  those  individuals  who,  as  of  the
Commencement  Date,  were  employees  of Client in the  Transitioned  Positions,
accept an offer of  employment  with SCT (TMD) as provided for in Section 4.5 of
this Agreement.

         "Transitioned   Positions"  means  the  Client  information  technology
positions identified in Exhibit C, which Transitioned  Positions will be assumed
and staffed by SCT (TMD) as of the Commencement Date.

         "Unsecured Early  Termination Fee" means the applicable  amount payable
to SCT  (TMD)  as set  forth  in  Section  6.3,  upon  the  termination  of this
Agreement.

         "Without  Cause" means any  termination  of  employment  with SCT (TMD)
other than for Cause.

SECTION 2.  SERVICES.

         2.1 Included Services.  SCT (TMD) will furnish the Client with: (a) the
specific OnSite  Services  described in Exhibit A in connection with the Systems
Components  specifically  listed in  Exhibit  B(1);  (b) the use of the  Systems
Components  generally  described in Exhibit  B(2);  and (c) the specific  OnSite
Services  described  in  Exhibit A in  connection  with the  Systems  Components
generally described in Exhibit B(2). These OnSite Services, as described in this
Agreement  and  Exhibit  A, are the basis for the  financial  terms set forth in
Section  6  of  this  Agreement.   This  Agreement   specifically  excludes  any
responsibility for providing any services other than those services specifically
set forth in Exhibit A in connection with the Systems  Components  identified in
Exhibit  B(1)  and  generally   described  in  Exhibit  B(2).  The   Operational
Responsibility for any Systems/Systems Components in addition to those listed in
Exhibits  B(1) and B(2)  [excepting  specifically  that SCT  (TMD)  will  assume
Operational  Responsibility  for the substitutional  Systems/Systems  Components
generally  described in Exhibit B(2) as part of the OnSite Services,  and not as
Supplemental  Services]  will be  added at  Client's  request  at a later  date,
subject to  availability  of SCT (TMD)  personnel and expertise,  pursuant to an
approved Service Enhancement Request (See Section 12).

         2.2 Supplemental Services. SCT (TMD) may provide Supplemental Services,
subject  to the  availability  and  expertise  of SCT (TMD)  personnel,  at such
additional cost for such Supplemental Services as agreed to by both parties in a
Service Enhancement Request.

SECTION 3.  CERTAIN CLIENT OBLIGATIONS.

         3.1 Location of Systems.  Client will not remove all or any part of the
Systems for which SCT (TMD) has Operational  Responsibility from the Location on
or after the Commencement Date without first obtaining SCT (TMD)'s prior written
consent.  Neither Client nor SCT (TMD) will remove any markings appearing on any
Hardware,   Application  Software,  or  Systems  Software  signifying  ownership
thereof.  Notwithstanding  the foregoing,  Client may relocate its existing data
center to a different Location at Client's sole cost and expense. In such event,
and in addition to all other amounts payable under this  Agreement,  Client will
reimburse  SCT  (TMD) for all  costs  incurred  by SCT (TMD) as a result of such
relocation,  including  relocation and termination  costs in connection with SCT
(TMD) personnel  providing  OnSite Services.  In addition,  the parties agree to
negotiate  in good  faith  to  determine  how SCT  (TMD)  will  additionally  be
compensated under this Agreement for any increase in costs (such as, but without
limitation,  any increased  labor costs  resulting  from Client  establishing  a
Location in an area with a higher cost of living)  that SCT (TMD)  realizes as a
result of such Location change.

         3.2 Access.  Client agrees to permit SCT (TMD)'s authorized  personnel,
and third parties as may be authorized by SCT (TMD),  access to both the Systems
for which SCT (TMD) has  Operational  Responsibility,  and to such  information,
data, data communication  services,  and communication  lines, at such times and
for such purposes as reasonably  necessary or appropriate to permit SCT (TMD) to
perform its  obligations  under this Agreement.  Notwithstanding  the foregoing,
however,  SCT (TMD) will be responsible for maintaining the  confidentiality  of
such Client Confidential Information as may be accessed by such third parties so
authorized  by SCT (TMD) as provided  for in this  Section  3.2, and will employ
appropriate   measures   (such  as  having   such   third   parties   execute  a
Client-approved  non-disclosure  agreement)  to  so  protect  such  Confidential
Information of Client.

         3.3  Operation of Systems.  In order to permit SCT (TMD) to perform its
obligations  under this  Agreement,  except as  otherwise  provided  for in this
Agreement,  no party other than SCT (TMD) will operate the Systems for which SCT
(TMD) has Operational  Responsibility,  either on site or remotely,  without the
prior written  consent of SCT (TMD).  SCT (TMD)  personnel  will comply with the
rules of Client with respect to access to Client's offices, data and records.

         3.4  Availability  of Client  Personnel.  Upon SCT  (TMD)'s  reasonable
request, Client agrees to make its personnel, including appropriate professional
personnel,  administrative  personnel and other employees,  reasonably available
for  consultation  at  mutually  convenient  times  to  facilitate  SCT  (TMD)'s
fulfillment of its obligations under this Agreement.



<PAGE>


         3.5  Facilities  and  Services to be  Provided  by Client.  Client will
provide  to SCT  (TMD)  use of the  following  in order to  permit  SCT (TMD) to
perform its obligations under this Agreement:

                  (a)  Appropriate,   reasonable  floor  and  office  space  and
modifications  to space and facilities (if applicable) for the Systems for which
SCT  (TMD)  has  Operational  Responsibility,  and for all SCT  (TMD)  personnel
providing  OnSite  Services,  and  security  and  janitorial  support  for  such
facilities;

                  (b) Utilities,  including  special power and air  conditioning
reasonably  required  for  operation  of the  Systems  for  which  SCT (TMD) has
Operational  Responsibility.  Such  utility  services  will  include  continuous
electrical power and  environmental  conditioning  capacity  (including  without
limitation a back-up power supply) to meet vendor  specifications  for operation
of the  Systems  for which SCT (TMD)  has  Operational  Responsibility,  and for
storage of computer supplies;

                  (c) General office equipment,  such as desks, chairs, computer
workstations  with  Client-standard  software  and printing  capability,  files,
supplies,  report  reproduction  capability  and  telephone  service  reasonably
requested by SCT (TMD) to accommodate SCT (TMD)  personnel  rendering the OnSite
Services, in support of Client business activities;
 
                  (d)  Fire  protection   equipment  to  protect  against  the
destruction of the Systems and computer data stored on-site;

                  (e)  Storage  facilities  for  historical  files  and  back up
materials  with which to rebuild  data and  systems  files in the event  working
files are destroyed;

                  (g)  On-site  storage  for  expendable  computer  supplies  to
provide a working  level of such supplies on hand at all times,  with  immediate
access to a  minimum  five (5) days of  supply  and  three  (3) day  access to a
minimum thirty (30) day supply;

                  (h)  Parking  spaces at the same  cost and to the same  extent
parking is available to Client's employees.

         3.6 Client Users.  Client will be responsible  for and inform SCT (TMD)
in writing of the users  authorized  to access any of the  Systems for which SCT
(TMD) has Operational  Responsibility,  describing  specifically  the rights and
types of access  each user is  granted.  Client  will not change  such rights or
types of access without first informing SCT (TMD) in writing of such change. SCT
(TMD) will not be responsible for any program  malfunction or breach of security
caused by any use of such Systems by anyone other than SCT (TMD), whether or not
such user has the right to access the Systems;  however,  SCT(TMD)  will provide
required  support  to  identify,  rectify  and  recover  from any  such  program
malfunction,  subject to Client's  agreement in any such  instance to reallocate
SCT (TMD) personnel providing OnSite Services for that purpose.

         3.7  Physical  Support.  Any  changes in physical  support  provided by
Client  (e.g.,  planned water or power outages and repair work) will be promptly
brought to SCT (TMD)'s  attention  to allow SCT (TMD) to evaluate  the impact on
computer center  operations and, where possible,  to take action to minimize the
effect on such operations.

         3.8   Ownership.

                  (a) SCT (TMD) will have no ownership,  leasehold  and/or other
proprietary  interest in the existing Systems  Components  identified in Exhibit
B(1).

                  (b) As part of the OnSite Services, SCT (TMD) will, during the
term of this  Agreement,  provide  Client with the beneficial use of the Systems
Components  generally  described in Exhibit B(2).  Provided that Client has then
paid to SCT (TMD) all  amounts  due and owing  under this  Agreement  (including
without limitation both the applicable  Unsecured Early Termination Fee provided
for in Exhibit E and the Secured Early  Termination  Fee provided for in Exhibit
F), upon the expiration or earlier  termination of this Agreement,  SCT (TMD) or
its  financial  assignee will convey or arrange to convey to Client an ownership
interest in and to the Hardware  listed on Exhibit B(2), and a continuing  right
of use for the Systems  Software  and  Application  Software.  Client  agrees to
cooperate  with SCT (TMD)  and/or its  financial  assignee,  and to execute such
documents as are  reasonably  necessary to effect  conveyance  of the  aforesaid
interests in the Hardware,  Systems Software, and Application Software generally
described in Exhibit  B(2) to Client.  Until such time as SCT (TMD) has conveyed
or arranged to convey to Client the  ownership  interest in and to the  Hardware
listed on Exhibit B(2), and a continuing  right of use for the Systems  Software
and  Application   Software,   Client,  at  its  expense,   agrees  to  maintain
comprehensive  property  and  casualty  insurance  on such  Exhibit B(2) Systems
Components for the full replacement cost therefor [SCT (TMD) acknowledging that,
as of  the  Effective  Date,  such  coverage  would  be  subject  to a  $500,000
deductible, but for which deductible amount Client will remain responsible], and
further  agrees to take such  actions as are  reasonably  necessary  to name SCT
(TMD)  or its  financial  assignee  as an  additional  insured  under  all  such
coverage.  Client  will  provide  SCT (TMD) with  certificates  evidencing  such
insurance coverage and SCT (TMD)'s (or its financial assignee's,  as applicable)
status  thereunder as an  additional  insured from time to time upon SCT (TMD)'s
reasonable  request  therefor.  Such coverage will be primary  coverage for such
Systems  Components  notwithstanding  any  insurance  SCT (TMD) may  maintain in
effect therefor.

                  (c)  Notwithstanding  any other  provision of this  Agreement,
including without limitation Section 3.8(b) above, until such time as Client has
paid to SCT (TMD) all  amounts  to be paid to SCT (TMD)  under  this  Agreement,
including  without  limitation the applicable  Unsecured  Early  Termination Fee
provided for in Exhibit E and the Secured Early  Termination Fee provided for in
Exhibit F, Client will not sell, gift, transfer,  assign,  pledge,  hypothecate,
divest or otherwise convey or provide any other party with any interest in or to
the Hardware,  Systems Software, and Application Software generally described in
Exhibit  B(2).  Further,  and  without  limitation,  Client  will  execute  such
documents as are  necessary,  including  without  limitation  executing  Uniform
Commercial  Code  financing  statements  in  favor of SCT  (TMD) or SCT  (TMD)'s
financial assignee (as otherwise permitted under this Agreement),  for recording
as a matter of public record.

                  3.9 New Systems.  SCT (TMD) and Client will  cooperate  and in
good faith  mutually  agree on the  Hardware,  Systems  Software or  Application
Software to be acquired for the good faith estimated capital amounts  identified
in Exhibit B(2). SCT (TMD) and Client acknowledge and agree that the acquisition
of such different  Hardware,  Systems  Software,  and  Application  Software may
result in increased expenses and the need or desire for additional services,  if
the Hardware,  Systems Software and/or Application  Software so acquired exceeds
in cost the amounts  identified  therefor in Exhibit B(2). SCT (TMD) will not be
responsible  for  any  additional   services  or  increased  expenses  resulting
therefrom  unless an  approved  Service  Enhancement  Request is executed by the
parties  pursuant  to which SCT (TMD) will  provide  the  Supplemental  Services
specified in the approved Service Enhancement Request. Conversely, to the extent
that expenditures for any Systems  Components from the estimated capital amounts
identified in Exhibit B(2) are less then the amounts identified in Exhibit B(2),
SCT  (TMD)  will  credit  the  amount of such  difference  against  the  amounts
otherwise due and owing from Client to SCT (TMD) under this Agreement.

SECTION 4. PERSONNEL

         SCT  (TMD)  will  designate  an SCT  Executive  Director,  who  will be
physically  located at Client's  Rochester,  New York Location,  and who will be
responsible  for  coordinating  SCT  (TMD)'s  efforts  in  providing  the OnSite
Services  and for  communicating  with the Client  Contract  Administrator  with
regard to the OnSite Services and the parties' obligations under this Agreement.
SCT (TMD) may make a change in the SCT Executive  Director upon providing Client
with  prior  written  notice  that SCT (TMD) is making  such  change;  PROVIDED,
however,  that,  subject to the conditions set forth in the following  sentence,
SCT  (TMD)  will not make such a change in the SCT  Executive  Director  without
first  obtaining  Client's  written consent until such time as the SCT Executive
Director has served in the  capacity  for at least  twelve (12)  months.  Client
acknowledges  that SCT (TMD)'s  ability to so retain the SCT Executive  Director
are limited by certain factors beyond the reasonable  control of SCT (TMD), such
as the continued  employment  by SCT (TMD) of the SCT Executive  Director or the
death or disability of the SCT Executive Director. Client will have the right to
request the removal of the SCT Executive Director if Client reasonably considers
the SCT Executive  Director to be unacceptable.  If, after consultation with SCT
(TMD),  Client so requests in writing that SCT (TMD)  effectuate a change in the
SCT Executive  Director  position,  describing in detail the reason for Client's
decision,  SCT (TMD) will  replace the existing SCT  Executive  Director,  at no
additional cost to Client therefor.

         4.2 Client  Contract  Administrator.  Client  will  designate  a Client
Contract  Administrator who will be responsible for  communicating  with the SCT
Executive  Director  with  regard  to  the  OnSite  Services  and  the  parties'
obligations  under this  Agreement.  If Client  decides to make a change in such
position,  Client  will  provide  SCT (TMD) with  written  notice that Client is
making such change.

         4.3  Other  Services.  SCT (TMD)  personnel  may  occasionally  perform
services for Client at other  locations or for others at the Location as long as
the provision of such other services does not have a material  adverse impact on
SCT (TMD)'s performance of the OnSite Services.

         4.4 Non-Hiring of Employees.  Except as  specifically  provided in this
Agreement,  during the term of this Agreement  (including any extension thereof)
and for a period of six (6) months  thereafter,  neither party,  nor any party's
related or affiliated  organization,  will solicit for hire, offer to hire, hire
or in any way  employ,  engage  the  services  of or  otherwise  compensate  any
employee  of, or persons  who have been  employed  during any term hereof by the
other party,  without  obtaining the prior  written  consent of the other party.
Notwithstanding the foregoing, the following exceptions will apply:

                  (a) If this  Agreement  expires or is  terminated,  Client may
hire or employ SCT (TMD) employees who were  Transitioned  Employees and who are
at the time of termination of this  Agreement  permanently  assigned to Client's
site;

                  (b)  Subject to the  enforceability  of this  provision  under
applicable  law,  and  except  as the  parties  may  otherwise  agree  to in any
instance,  neither  SCT (TMD) nor  Client  may hire or  solicit  for  hiring any
employee who is no longer  employed by the other and whose  employment  with the
other had ended for a period of six (6)  months or more prior to the date of the
offer of employment by such other party; and
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                  (c) Either  party may  immediately  hire or solicit for hiring
any former  employee of the other if such other party  involuntarily  terminated
such former employee's employment with the other party for any reason other than
for  avoiding  any "no hiring"  period  described  in Section  described in this
Section 4.4.

          4.5 Use of Client Personnel. Client and SCT (TMD) have agreed that SCT
(TMD)  will be  hiring a number  of  Client's  current  employees.  In this
connection:

                  (a) Client  will make  available  to SCT (TMD) for hire by SCT
(TMD) all of Client employees who, as of the Effective Date, were serving in the
Client positions identified in Exhibit C. SCT (TMD) and Client will review, on a
case by case  basis,  whether  SCT (TMD)  will  offer  employment  to any Client
employee who served in a Client  position  identified  in Exhibit C but who, for
reasons of incapacity or disability (such as, but without  limitation,  a Client
employee  unable to work at such time  because  of an injury  covered  by Client
under  Workers  Compensation),  was  not  serving  in  such  position  as of the
Effective  Date.  Each such  person  will become a  Transitioned  Employee  upon
his/her acceptance of employment with SCT (TMD). Except as specifically provided
to the contrary herein,  all Transitioned  Employees will be retained for thirty
(30) days after the Commencement Date (the "Transition  Period").  SCT (TMD) may
terminate any Transitioned Employee during the Transition Period only for Cause.
SCT  (TMD)  will  not be  obligated  to pay any  Transitioned  Employee  that is
terminated  for Cause  during  the  Transitioned  Period  after the date of such
termination.

                  (b) During the  Transition  Period,  SCT (TMD) will review the
work  performance  of each  Transitioned  Employee.  Client agrees to indemnify,
defend and hold SCT (TMD) harmless  from,  against and in respect of any and all
damages,  losses,  deficiencies,  liabilities,  costs  and  expenses  (including
attorneys' fees and expenses)  resulting from, relating to or arising out of the
lawful termination of employment with SCT (TMD) of any Transitioned Employees on
or before  the  expiration  of the  Transition  Period.  Client  also  agrees to
indemnify,  defend and hold SCT (TMD) harmless  from,  against and in respect of
any and all  damages,  losses,  deficiencies,  liabilities,  costs and  expenses
(including  attorneys' fees and expenses) resulting from, relating to or arising
out of any claim by a Transitioned  Employee against SCT (TMD) based on facts or
allegations which occurred,  or promises which were made by Client, prior to the
Commencement  Date.  SCT  (TMD)  agrees to  indemnify,  defend  and hold  Client
harmless  from,  against  and  in  respect  of  any  and  all  damages,  losses,
deficiencies,  liabilities,  costs and expenses  (including  attorneys' fees and
expenses)  resulting  from,  relating  to or arising out of the  termination  of
employment with SCT (TMD) of any Transitioned  Employees after the expiration of
the Transition Period,  except with respect to any vacation,  sick, and personal
day pay or any benefits of a similar  nature  accrued prior to the  Commencement
Date.

                  (c)  Client  will  provide  to  SCT  (TMD)  an  accounting  of
vacation, sick, and personal days, or other similar benefits,  accrued as of the
Commencement  Date for all Transitioned  Employees who are retained by SCT (TMD)
beyond the Transition  Period.  Client will be responsible  for any liability to
any  Transitioned  Employee in connection with all such benefits accrued by such
Transitioned Employee prior to the Commencement Date.

SECTION 5. TERM

         Subject to the events of termination of Section 13, the initial term of
this Agreement will commence on the Commencement  Date and continue for a period
of 120 months.

SECTION 6.  FINANCIAL TERMS

         6.1 Fees. For the OnSite Services, SCT (TMD) will invoice Client on the
first business day of each month during the term of this Agreement,  one-twelfth
(1/12th) of the  applicable  "Annual  Payment"  amount set forth in the schedule
contained  in Exhibit D. The amounts  payable to SCT (TMD) under this  Agreement
include  certain fees that would  otherwise  be paid to SCT (MDS).  Supplemental
Services will be invoiced monthly,  as such Supplemental  Services are provided.
All amounts  invoiced under this Agreement will be due thirty (30) days from the
date of invoice issuance.

         6.2  Annual  Labor  Cost  Adjustment.  For each July 1 during  the Term
(beginning  July 1,  1998),  SCT  (TMD)  will  calculate  an annual  labor  cost
adjustment to the "labor component" of each payment set forth in Exhibit D, with
such annual  labor cost  adjustment  to be no less than five percent (5%) and no
more than seven percent (7%) for any given one (1) year period,  all  calculated
as follows:  If on January 1, 1998,  and on any January 1 thereafter  during the
term of this  Agreement,  the  Consumer  Price Index for Urban Wage  Earners and
Clerical  Workers,  US  average,  presently  published  by the  Bureau  of Labor
Statistics of the  Department of Labor,  is higher than the Consumer Price Index
on January 1 immediately  prior thereto (for this purpose,  the latest January 1
being called the "Current Index" and the immediately  preceding  January 1 being
called the "Base Index"), then on each subsequent July 1 during the term of this
Agreement  (beginning July 1, 1998),  the "labor  component" of each payment set
forth  in  Exhibit  D for the  year  beginning  on that  July 1 will be  deemed,
automatically without any further act by either party,  increased accordingly to
reflect the  percentage  increase of the  then-Current  Index over the then Base
Index (subject to the limitations  provided for above),  compounded in each year
by the labor cost adjustment  applied for each previous year that this Agreement
was in place.  SCT (TMD) will  calculate  the annual labor cost  adjustment  and
inform Client in writing of the results of the calculation.

If, for any period,  SCT (TMD) believes that the labor cost adjustment  provided
for in this  Section 6.2 should be  increased  above seven  percent (7%) for any
year  beginning  July 1 to reflect  labor  cost  increases  which have  occurred
because such increase does not adequately cover increasing labor costs, then the
parties will negotiate in good faith to determine  whether the "labor component"
of each  payment set forth in Exhibit D will be  increased to reflect all or any
such portion of such labor cost increases.

Without  limiting  any of the  foregoing,  promptly  after  receipt of  Client's
reasonable request therefor,  SCT (TMD) will provide Client with data (such data
which might include, without limitation,  labor cost and wage statistics for the
information  technology  industry  from  established  survey  providers for such
information)  supporting  the  provision  of the  labor  cost  adjustments  made
pursuant to this Section 6.2.

         6.3  Unsecured  Early  Termination  Fee.  Client will pay SCT (TMD) the
applicable Unsecured Early Termination Fee pursuant to the provisions of Section
13.3. Without limiting the foregoing,  Client  acknowledges and understands that
its  obligation  to pay SCT  (TMD) the  Unsecured  Early  Termination  Fee is in
addition to, and not in lieu of, Client's obligation to secure payment of and to
remit payment of the Secured Early  Termination  Fee and/or any other amounts to
SCT (TMD)for OnSite  Services/Systems  Components  provided by SCT (TMD) through
the date of expiration  or earlier  termination  of this  Agreement as otherwise
provided for in this Agreement,  but all without  prejudice to SCT (TMD)'s other
rights and remedies in the event of Client's material breach of this Agreement.

         6.4 Secured Early Termination Fee and Letter of Credit.  Client, at its
sole cost  therefor,  agrees to secure  its  obligation  to pay to SCT (TMD) the
Secured Early Termination Fee set forth in Exhibit F with an irrevocable  letter
of credit  issued in favor of SCT (TMD) by  CoBANK  of  Denver,  Colorado.  Such
letter of credit must be in a form first approved by SCT (TMD), and will require
payment to SCT (TMD) of the  Secured  Early  Termination  Fee in the  applicable
amounts  provided  for as of the dates in Exhibit F upon the  expiration/earlier
termination of this Agreement pursuant to the provisions of Section 13.3. Client
will  cause the  letter  of credit so  securing  payment  of the  Secured  Early
Termination  Fee to be  issued in favor of SCT (TMD)  within  fifteen  (15) days
after the  Effective  Date of this  Agreement,  and such  letter of credit  will
remain in full force and  effect in the  applicable  amounts  and for the period
provided for in Exhibit F. Without limiting the foregoing,  Client  acknowledges
and  understands  that its obligation to secure payment of and to in fact pay to
SCT (TMD) the Secured Early  Termination  Fee is in addition to, and not in lieu
of, Client's  obligation to remit payment of the Unsecured Early Termination Fee
and/or any other  amounts to SCT (TMD) for  OnSite  Services/Systems  Components
provided by SCT (TMD) through the date of expiration or earlier  termination  of
this  Agreement as otherwise  provided  for in this  Agreement,  but all without
prejudice  to SCT  (TMD)'s  other  rights and  remedies in the event of Client's
material breach of this Agreementpre.

         6.5 Client Financial Responsibility/  Reconciliation Processes.  Client
will be  responsible  for all  costs  associated  with  Client  data  processing
incurred  through  June  29,  1997,   inclusive.   SCT  (TMD)  will  assume  the
responsibility for all costs associated with Client data processing  incurred on
or after the Commencement Date, excluding those costs set forth on Exhibit D(1),
which pre-Commencement Date data processing costs will remain the responsibility
of Client. In reviewing the Client financial  records  referenced in Section 6.8
below,  SCT (TMD) has assumed that Client incurred data processing costs ratably
over the course of a year. As soon as reasonably  practicable,  the parties will
reconcile  the costs  incurred (as opposed to amounts  expended) for Client data
processing  through June 29, 1997, and the parties will adjust the costs between
themselves accordingly.

         6.6 Taxes.  Taxes  [other than taxes on SCT  (TMD)'s net income,  gross
receipts,  capital stock, or Included Expenses and associated  Hardware] imposed
by any taxing  authority  and based upon any OnSite  Services or other goods and
services  furnished,  or  payments  made  under  this  Agreement,  will  be  the
responsibility  of Client and will be payable in addition  to all other  amounts
and charges.

         6.7  Interest.  Without  waiving any other right,  balances of any kind
past due in excess of thirty (30) days will bear interest at the lesser:  of the
Prime Rate plus three (3%) percent per annum;  or the highest rate  permitted by
the laws of the State of New York.

         6.8 Pay Agent Status.  Client hereby  designates  SCT (TMD) as Client's
pay agent for data processing  related purchases and  acquisitions,  so that SCT
(TMD) can, on behalf of Client,  make payments to vendors providing goods and/or
services  to  Client  of the  type  for  which  SCT  (TMD)  assumes  Operational
Responsibility  under this Agreement.  Client  covenants and agrees that it will
promptly take all actions reasonably necessary to effect such designation of SCT
(TMD) as Client's pay agent as provided for in this Section 6.8.

         6.9 Client  Financial  Representations.  Client has  represented to SCT
(TMD) certain financial and budgetary information  concerning Client's costs for
providing  data  processing  services  for which SCT (TMD) will now be providing
OnSite Services, and Client acknowledges that SCT (TMD) has materially relied on
Client  representations in determining the OnSite Services to be provided by SCT
(TMD) and the amounts to be paid by Client under this Agreement.

         6.10 Good Faith  Management  of Included  Expenses.  Exhibit  D(2) sets
  forth an annual  limitation  on Included  Expenses.  SCT (TMD) has made a good
  faith estimate of such annual Included Expenses amounts based upon information
  provided  by Client to SCT (TMD).  Accordingly,  SCT (TMD)  agrees to use good
  faith efforts in managing  expenditures  under such Included Expenses amounts,
  and,  prior to any such  expenditure,  to notify  Client of the amount and the
  purpose for any expenditures  that would materially  exceed such amounts.  For
  any expenditure that would so materially  exceed such annual Included Expenses
  amounts,  the parties agree to negotiate in good faith as to how the costs for
  such excess amounts will be borne by the parties.

         6.11  Rights of SCT (TMD)  Regarding  Financial  Assignee of SCT (TMD).
Notwithstanding the restrictions provided for in Section 15.3 of this Agreement,
Client acknowledges that SCT (TMD) intends to engage the financial services of a
third party bank,  leasing company or similar financing entity,  for the purpose
of  assisting  SCT (TMD) in financing  all or some  portion of the  transactions
provided for in or otherwise contemplated by this Agreement. The parties further
agree that it is in their  mutual best  interest  under this  Agreement  for SCT
(TMD) to so engage such  financial  services.  Client agrees that SCT (TMD) may,
for the purpose of procuring or retaining  such financing from such third party,
assign certain of its financial rights (as opposed to its obligations to provide
the OnSite  Services) under this Agreement to such third party,  such assignable
rights to include, without limitation, SCT (TMD)'s rights under or in connection
with Section 3.8(c); SCT (TMD)'s right to receive payment from Client under this
Agreement  upon Client's  receipt of written  notice from SCT (TMD)'s  financial
assignee  demanding  that  such  payments  be made to such SCT  (TMD)  financial
assignee  instead  of to SCT (TMD)  [the  parties  acknowledging  that  Client's
remittance of such payments to SCT (TMD)'s financial  assignee is such instances
will act to satisfy Client's  obligation to otherwise remit such payments to SCT
(TMD)];  and the like. To that end, Client will cooperate with SCT (TMD) and SCT
(TMD)'s financial assignee to effect any such assignment of rights by SCT (TMD),
such  cooperation to include,  without  limitation and without  prejudice to any
claims or defenses that Client might otherwise  have,  executing such reasonable
documentation to effect such  assignments as may be reasonably  requested by SCT
(TMD) or its financial assignee.  The parties further agree that, subject to all
other terms and conditions of this  Agreement,  Client's  payment to SCT (TMD)'s
financial  assignee of any amounts that Client would  otherwise pay to SCT (TMD)
will not relieve SCT (TMD) of its obligation to provide the OnSite Services, and
will not act to permit any degradation in SCT (TMD)'s performance of such OnSite
Services.

SECTION 7.  INSURANCE.

         SCT (TMD), at its expense, will secure and maintain at all times during
the period of performance of this  Agreement,  insurance as set forth in Section
7.2 below. In this connection:

         7.1 Certificates of Insurance. Upon receipt of Client's written request
therefor,   SCT  (TMD)  will  provide  Client  with  certificates  of  insurance
(including certificates for renewal coverage, as applicable) with respect to the
insurance maintained by SCT (TMD) as provided in Section 7.2 below.

         7.2  Amounts of Insurance; Cross Indemnity.

         SCT (TMD) agrees to maintain the following insurance:

         (a)  Workers'  Compensation  and  Employers'  Liability  with  Workers'
Compensation  coverage  that meets the  requirements  of the States of New York,
Washington,  Michigan and Georgia, and Employers' Liability coverage with limits
of $500,000  each  accident;  $500,000 for injury by disease;  and $500,000 each
employee for injury by disease.

         (b) Disability  benefits  liability coverage to comply with the laws of
the State of New York, Washington, Michigan and Georgia.

         (c) Commercial  general  liability  insurance  (including  coverage for
liability  assumed under this Agreement) for bodily injury and property  damage,
personal  injury and  advertising  injury,  with limits of (i)  $1,000,000  each
occurrence and (ii) $2,000,000 annual aggregate.

         (d)  Excess  "umbrella"  liability  covering  bodily  injury,  property
damage,  personal  injury and  advertising  injury with a limit of not less than
$10,000,000.

         (e) Client will be named as an  additional  insured  under the policies
described herein and all policies will be endorsed so that the insurer agrees to
provide  30 days  written  coverage  to  Client  in the  event of  cancellation,
non-renewal or material change in coverage.



<PAGE>


         (f) Notwithstanding  any other provisions of this Agreement,  SCT (TMD)
and Client  each agree  that,  with  respect  to damage to  property  covered by
insurance,  the party  suffering  the loss will release the other party from any
and all  liability  with  respect to such loss to the  extent  that such loss is
recoverable from insurance proceeds.

         In the event any act or omission of a party or its employees, servants,
agents  or  representatives  causes  or  results  in  (i)  loss,  damage  to  or
destruction of property of the other party or third  parties,  and/or (ii) death
or injury to persons  including,  but not limited to,  employees  or invitees of
either party,  then such party will  indemnify,  defend and hold the other party
harmless  from  and  against  any and all  claims,  actions,  damages,  demands,
liabilities,  costs  and  expenses,  including  reasonable  attorneys'  fees and
expenses,  resulting therefrom. The indemnifying party will pay or reimburse the
other party promptly for all such loss, damage, destruction, death or injury.

SECTION 8. COOPERATION

         The parties acknowledge and agree that performance under this Agreement
will require the continued  definition and setting of priorities,  the balancing
of  competing  tasks  and  schedules,  and the  adjustment  of  priorities  over
different tasks and different schedules. The parties will define the activities,
schedules,  and deliverables,  and relative priorities with respect thereto, for
each year during the term of this  Agreement by means of the AWPs. SCT (TMD) and
Client  agree  that they will each use good  faith  and  reasonable  efforts  to
define,  plan,  coordinate  and execute the different  priorities  and schedules
agreed  to by the  parties  within  the  scope of this  Agreement.  In the AWPs,
objectives will be established and will be subject to the priorities approved by
Client,  based on the services to be provided in each  calendar  year during the
term of this Agreement as more  specifically  described in the Scope of Services
set forth in Exhibit A.

SECTION 9. REMEDIES

         9.1 DISCLAIMER OF WARRANTIES. SCT (TMD) HEREBY DISCLAIMS ALL WARRANTIES
OF  ANY  KIND,  INCLUDING  BUT  NOT  LIMITED  TO,  ANY  EXPRESS  WARRANTIES  NOT
INCORPORATED INTO THIS AGREEMENT AND ANY IMPLIED  WARRANTIES OF  MERCHANTABILITY
OR FITNESS FOR A  PARTICULAR  PURPOSE  IMPOSED BY LAW OR WHICH  COULD  OTHERWISE
ARISE IN CONNECTION WITH SCT (TMD)'S PERFORMANCE UNDER THIS AGREEMENT.

         9.2 LIMITATION OF LIABILITY.

                  (A) EXCEPT IN CONNECTION WITH BODILY INJURY  (INCLUDING DEATH)
OR PHYSICAL  DAMAGE TO TANGIBLE  PROPERTY  SOLELY CAUSED BY SCT (TMD) [FOR WHICH
SCT (TMD)'S  LIABILITY  WILL  INSTEAD,  AND NOT  ADDITIONALLY  BE LIMITED BY AND
SUBJECT  TO THE  AVAILABILITY  OF THE  INSURANCE  PROCEEDS  UNDER THE  INSURANCE
COVERAGE  THAT SCT  (TMD) IS  OBLIGATED  TO  MAINTAIN  UNDER  SECTION  7 OF THIS
AGREEMENT), SCT (TMD) AND CLIENT ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL SCT
(TMD)'S LIABILITY TO CLIENT, IF ANY, FOR ANY CLAIM OR REASON WHATSOEVER RELATING
TO THE SUBJECT MATTER OF THIS AGREEMENT  EXCEED THE GREATER OF: (1) FIVE MILLION
DOLLARS ($5,000,000);  AND (2) THE FEES FOR ONSITE SERVICES THAT CLIENT, THROUGH
THE DATE THAT SUCH LIABILITY FIRST AROSE,  ACTUALLY PAID TO SCT (TMD) FOR ONSITE
SERVICES IN THE YEAR THAT SUCH LIABILITY  FIRST AROSE AND IN EACH OF THE TWO (2)
IMMEDIATELY PRECEDING YEARS.

                  (B)  EXCEPT  IN  CONNECTION  WITH  A  MATERIAL  BREACH  OF ITS
OBLIGATIONS REGARDING CLIENT'S CONFIDENTIAL  INFORMATION,  SCT (TMD) WILL NOT BE
LIABLE FOR ANY SPECIAL,  INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
LIMITATION LOSS OF PROFITS, LOSS OF DATA, AND LOSS OF REVENUES, EVEN IF INFORMED
OF THE  POSSIBILITY  THEREOF IN ADVANCE.  EXCEPT IN  CONNECTION  WITH A MATERIAL
BREACH OF ITS OBLIGATIONS REGARDING SCT (TMD)'S CONFIDENTIAL INFORMATION, CLIENT
WILL NOT BE  LIABLE  FOR ANY  SPECIAL,  INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES,
INCLUDING  WITHOUT  LIMITATION  LOSS OF  PROFITS,  LOSS  OF  DATA,  AND  LOSS OF
REVENUES, EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE.

                  (C) THE LIMITATIONS SET FORTH IN THIS SECTION 9.2 APPLY TO ALL
CAUSES  OF ACTION  IN THE  AGGREGATE,  INCLUDING  WITHOUT  LIMITATION  BREACH OF
CONTRACT,  BREACH  OF  WARRANTY,  SCT  (TMD)'S  NEGLIGENCE,   STRICT  LIABILITY,
MISREPRESENTATION, AND OTHER CAUSES OF ACTION BASED ON SIMILAR LEGAL THEORIES.

                  (D) SCT (TMD) AND CLIENT  FURTHER  ACKNOWLEDGE  AND AGREE THAT
THEY ARE ENTERING INTO THIS AGREEMENT ON THE UNDERSTANDING THAT THE FEES FOR THE
GOODS AND SERVICES TO BE PROVIDED  UNDER THIS AGREEMENT HAVE BEEN SET TO REFLECT
THE FACT THAT CLIENT'S REMEDIES,  AND SCT (TMD)'S LIABILITY,  WILL BE LIMITED AS
EXPRESSLY SET FORTH IN THIS AGREEMENT,  AND IF NOT SO LIMITED,  THE FEES FOR THE
SAME WOULD HAVE BEEN SUBSTANTIALLY

<PAGE>
HIGHER.  THE PARTIES HAVE AGREED THAT THE LIMITATIONS  SPECIFIED IN THIS SECTION
9.2  WILL  SURVIVE  AND  APPLY  EVEN IF ANY  LIMITED  REMEDY  SPECIFIED  IN THIS
AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

         9.3 Internal Resolution  Procedure.  In the event that the parties have
any  disagreement,  dispute,  breach  or claim of  breach,  non-performance,  or
repudiation arising from, related to or in connection with this Agreement or any
of the terms or  conditions  hereof,  or any  transaction  under this  Agreement
including but not limited to either party's failure or alleged failure to comply
with any of the  provisions  of this  Agreement  (hereinafter  collectively  the
"Dispute"),  the parties will first conduct a multi-stage  procedure as follows,
it being  agreed that for  purposes of this  Section  9.3,  any  reference  to a
particular  representative  of a party  will  also be  deemed  to  include  such
particular representative's duly authorized successor or designee and such other
persons as each party deems appropriate:

         (a) A party will provide notice to the other party of a Dispute, a copy
of which  also will be sent to the  Client  Contract  Administrator  and the SCT
Executive  Director.  Within ten (10) business days of the giving of such notice
of a Dispute, the Client Contract  Administrator and SCT Executive Director will
conduct  a meeting  either  to:  (i)  resolve  the  matter  and set  forth  such
resolution  in  writing  or (ii)  define the  Dispute  in  writing  including  a
description of the position of each party and the other projects and tasks which
would be affected by the proposed  resolution  submitted by the Client  Contract
Administrator  and by the proposed  resolution  submitted  by the SCT  Executive
Director.  A copy of the writing  described in this Section  9.3(a)(i)  and (ii)
will be  provided to the  persons  who are to receive  notices  pursuant to this
agreement in accordance with Section 15.1.

         (b) If the Client Contract Administrator and SCT Executive Director are
unable to reach an agreement  pursuant to Section 9.3(a) above,  then within ten
(10)  business  days  after  such  meeting,  the  Vice  President  of SCT  (TMD)
responsible  for the  implementation  of this  Agreement  (the "SCT  (TMD)  Vice
President") and the Vice President/Information  Systems and Technology of Client
will meet in Philadelphia,  Pennsylvania to attempt to reach a resolution of the
matter in light of the  description of the Dispute  submitted by the parties and
further   discussion   among  and  between  the  parties  and  their  respective
representatives.  If they are unable to resolve the  Dispute,  they will further
define the Dispute in writing based upon discussions  held at their meeting,  if
appropriate.  A copy of the writing  described  in this  Section  9.3(b) will be
provided to the persons who are to receive notices pursuant to this agreement in
accordance with Section 15.1.

         (c) If the SCT (TMD) Vice President and the Vice  President/Information
Systems and  Technology  of Client are unable to reach an agreement  pursuant to
Section 9.3(b),  then within fifteen (15) business days after such meeting,  the
President of SCT (TMD)'s Technology  Management Division and the Vice President,
Finance/Chief   Financial   Officer  of  Client   will  meet  in   Philadelphia,
Pennsylvania,  which  meeting  will  also  be  attended  by the SCT  (TMD)  Vice
President and SCT Executive Director and the Vice President/Information  Systems
and Technology of Client and the Client  Contract  Administrator,  to attempt to
reach a  resolution  of the matter in light of the  description  of the  Dispute
submitted  by the parties and further  discussion  among and between the parties
and their respective representatives. If they are unable to resolve the Dispute,
they will further define the Dispute in writing based upon  discussions  held at
their meeting,  if appropriate.  A copy of the writing described in this Section
9.3(c) will be provided  to the persons who are to receive  notices  pursuant to
this agreement in accordance with Section 15.1.

         (d) If the President of SCT (TMD)'s Technology  Management Division and
the Vice  President,  Finance/Chief  Financial  Officer  of Client are unable to
reach an agreement pursuant to Section 9.3(c), then within fifteen (15) business
days after such meeting,  the Chief Executive Officer of SCT (TMD) and the Chief
Executive  Officer  of Client  will meet in  Philadelphia,  Pennsylvania,  which
meeting will also be attended by the party representatives identified in each of
the preceding  subsections of this Section 9.3, to attempt to reach a resolution
of the  matter  in light of the  description  of the  Dispute  submitted  by the
parties  and  further  discussion  among  and  between  the  parties  and  their
respective representatives.

         (e) If the parties are unable to resolve  the dispute  after  following
the procedures set forth in  subparagraphs  (a) through (d) of this Section 9.3,
each party may require the other party to submit to  mediation  for a period not
to exceed thirty (30) days. A party may require mediation by providing the other
party, within ten (10) days after the meeting has taken place as contemplated by
subparagraph  (d) of this Section 9.3, a notice of demand for  mediation,  which
also  will be  filed  with  the  American  Arbitration  Association  ("AAA")  in
Philadelphia,  PA. Within ten (10) business days after the demand for mediation,
representatives of the parties will agree on the selection of the mediator,  who
will be experienced  in the computer  services and software area and who will be
on the list of mediators that exists or is compiled by the AAA. In the event the
parties  cannot agree upon the  selection  of a mediator,  the AAA rules for the
selection of a mediator will be followed,  except that the  selection  will be a
person  experienced  as  provided in the  immediately  preceding  sentence.  The
parties  will  move  with  all  deliberate   speed  to  commence  the  mediation
proceedings  and will  negotiate  in good faith in an  attempt  to  resolve  the
Dispute.  If the  Dispute  cannot be  resolved  within  thirty  (30) days of the
appointment  of the  mediator,  the  parties  are  entitled  to pursue all their
remedies  at law and in equity.  Each party will pay one half of the fees of the
mediator.
<PAGE>
         (f) If the parties are unable to resolve  the dispute  after  following
the procedures set forth in this Section 9.3, the parties are entitled to pursue
all their remedies at law and in equity.  Notwithstanding the provisions of this
Section  9.3,  either  party may seek  equitable  relief at any time without the
necessity of first complying with the provisions of this Section 9.3.

SECTION 10. CONFIDENTIALITY.

         10.1 Confidential Information.  Both parties agree that:

                  (a) This  Agreement  and the  terms and  conditions  contained
herein are the Confidential Information of SCT (TMD).

                  (b) Neither party will disclose any  Confidential  Information
of the other party to any third party without first obtaining written consent;

                  (c) Each party will limit  dissemination  of the other party's
Confidential  Information  only to those  employees,  contractors and agents who
require access thereto to perform their  functions  under this Agreement and who
sign appropriate nondisclosure agreements to protect such information;

                  (d) Each party agrees to return the  Confidential  Information
to the disclosing  party upon receipt of written request  therefor,  except that
Client may keep an archival copy of this  Agreement for its records,  subject to
all  the  terms  and  conditions   contained  in  this  Agreement   relating  to
confidentiality;

                  (e) Each party  agrees that the standard of care to be applied
in the  performance of the  obligations  set forth above will be the standard of
care applied by the receiving party in treating its own Confidential Information
of  like  importance,  but at  least  reasonable  care to  prevent  unauthorized
copying, use, publication or disclosure.

                  (f)  Subject to Section  10.2,  each  party  acknowledges  and
agrees that, in the event of its  threatened or actual breach of the  provisions
of this Section 10.1,  damages alone will be an inadequate  remedy,  such breach
will cause the other party great,  immediate and irreparable  injury and damage,
and such  other  party  will  therefore  be  entitled  to  injunctive  and other
equitable relief in addition to, and not in lieu of, any remedies it may have at
law or under this Agreement.

         10.2 Exceptions to Confidentiality.  The obligation of nondisclosure of
Confidential Information as set forth in Section 10.1 will not apply to any data
or information that:

               (a)  Was already  rightfully  in the  possession of the receiving
party or any of its related  companies  prior to  disclosure and without
obligation of confidentiality;

                    (b) Was  independently  developed  by  employees  having  no
access to Confidential Information;

                    (c)  Was  rightfully  received  from a third  party  without
restrictions on disclosure or use;

                  (d) Was  available  by  inspection  of  products  or  services
marketed without restrictions, offered for sale or leased in the ordinary course
of business by either party hereto or others; or

                  (e) Was  required  to be  produced  or  disclosed  pursuant to
applicable  laws,  regulations or court order,  provided the receiving party has
given the  disclosing  party the  opportunity  to defend,  limit or protect such
production  or  disclosure,  and such  disclosure  is not greater  than what was
required to be produced or disclosed.

         10.3  Survival Of  Obligations;  Severability.  Section 10 is severable
from all other provisions of this Agreement and will stand on its own and remain
in full force and effect as if it is an agreement unto itself supported by valid
consideration,  receipt of which is hereby acknowledged by the parties. The term
of the  provisions of this Section 10 will survive  termination or expiration of
this Agreement or any determination that this Agreement or any portion hereof or
Exhibit hereto is void, voidable, invalid or unenforceable.

SECTION 11.  APPLICATION SOFTWARE RIGHTS.

         11.1 Rights to Existing Application  Software.  Except as otherwise set
forth in this  Agreement,  Client will retain such right,  title and interest in
and to the Application Software listed on Exhibits B(1) and B(2) as it had prior
to the Commencement Date of this Agreement [or, the case of Application Software
generally  described  in Exhibit  B(2),  such right,  title and  interest in and
thereto as
<PAGE>
Client is to be granted upon the acquisition of such  Application  Software,  it
being  understood that nothing in this Section 11.1 is intended to, and will not
act,  to limit in any way  Client's  obligations  under  Section  3.8(c) of this
Agreement],  and except as otherwise  provided for in this Agreement,  SCT (TMD)
will have no right, title or interest in or to such Application Software for any
purpose except,  to the extent  permitted by the applicable  agreement  relating
thereto, the right to use, modify, enhance and operate such Application Software
in order to perform  services  under this  Agreement and as may be expressly set
forth herein or in a separate  written  agreement  executed between the parties.
Client acknowledges and understands that SCT (TMD) may be prohibited from using,
modifying,  enhancing  or  operating  certain  Application  Software and Systems
Software set forth in Exhibits B(1) or B(2)as a result of restrictions contained
in Client's license agreement in connection therewith.  Client will use its best
efforts  to grant,  or have  granted  to,  SCT  (TMD) the right to use,  modify,
enhance and operate such Application  Software and Systems  Software.  SCT (TMD)
will  have no  responsibility  to use,  modify,  enhance  or  operate  any  such
Application  Software or Systems  Software until SCT (TMD) is permitted to do so
by the (as appropriate, amended) terms of any applicable license agreement or by
applicable law.

         11.2 Rights to Newly Developed Application Software. Without limitation
or prejudice to any provision of the License  Agreement,  SCT (TMD) will own all
right,  title and interest to any (i) new Application  Software developed by SCT
(TMD)  pursuant  to this  Agreement  and (ii)  modifications,  enhancements,  or
improvements to Client's existing  Application  Software or Application Software
of third  parties  developed  by SCT (TMD)  pursuant to this  Agreement,  to the
extent the  license  agreement  relating to such  Application  Software of third
parties does not grant exclusive rights in any  modifications,  enhancements and
improvements  thereto to the licensor of such Application  Software  ("Developed
Software").  SCT (TMD), without additional charge therefor,  will grant Client a
perpetual, non-exclusive, non-transferable license to use, for Client's in-house
computing  operations pursuant to the terms and conditions of this Agreement and
Exhibit G, such Developed Software.

SECTION 12.  SERVICE ENHANCEMENT REQUEST.

         Client may  request  changes  to,  modifications  of, and extra work in
addition to that  identified  in Exhibit A by  submitting a Service  Enhancement
Request to SCT (TMD) from time to time  during the term of this  Agreement.  SCT
(TMD) will not unreasonably  reject any Service  Enhancement  Request.  Upon the
parties' execution of a Service Enhancement  Request,  the amount to be paid SCT
(TMD)  under this  Agreement  and the time of  performance  will be  adjusted as
specified  in the Service  Enhancement  Request.  All such work will be executed
under the terms and conditions specified in this Agreement.

SECTION 13.  TERMINATION.

         13.1 Events of Termination.  This Agreement may be terminated:

                  (a) By either party, to the extent  permitted under applicable
law,  if the other  ceases to function as a going  concern,  becomes  insolvent,
makes  an  assignment  for  the  benefit  of  creditors,  files  a  petition  in
bankruptcy,  permits a petition in  bankruptcy  to be filed  against it and such
petition is not dismissed within sixty (60) days of filing, or admits in writing
its  inability  to pay its debts as they  mature,  or if a receiver is appointed
over a substantial part of its assets;

                  (b) By SCT  (TMD) for  Client's  failure  to pay any  invoiced
Exhibit D amount or other material  fees/charges  under this Agreement by thirty
(30) days after the payment due date [provided that upon SCT (TMD)'s  failure to
so receive  payment by the end of such thirty  (30) day  period,  SCT (TMD) must
first provide Client with a notice that SCT (TMD) has not received such payment,
and upon SCT (TMD)'s receipt of such past due payment prior to the expiration of
fifteen (15) days after Client's  receipt of such notice,  such payment  default
will be deemed cured), it being understood by SCT (TMD) that Client may elect to
make  payment  to SCT  (TMD)  with an  express  reservation  of rights to assure
continued  performance by SCT (TMD) under this Agreement  pending  resolution of
any disputes;

                  (c) By either party by reason of any other material  breach of
this  Agreement by the other party which breach has not resulted in a reasonably
acceptable  plan for  remedy or cure or which  breach has not been  remedied  or
cured after at least (90) days written notice  delivered by the aggrieved  party
to the other party.

         13.2  Transition   Plan  Upon  Expiration  or  Termination.   Upon  the
expiration or termination of this Agreement, SCT (TMD) will provide a transition
plan to Client at least  sixty  (60) days (or such  shorter  period  that may be
dictated by the circumstances of the termination of this Agreement) prior to the
termination date hereof.  The transition plan will provide that Client will have
the right to extend offers of employment to SCT (TMD)  employees as set forth in
Section  4.4(a).  Client may not extend such offers of  employment  to personnel
more than six (6) months prior to the scheduled transition date unless SCT (TMD)
notifies  Client that it intends to transfer an  employee,  in which case Client
may make an offer to such employee immediately upon such notification. Offers of
employment  will identify the position being offered,  annual salary,  benefits,
date  of next  review,  and  the  manager  to whom  the  employee  will  report.
Employment with Client for the employees accepting the offers of employment will
be the date of transition
<PAGE>


of OnSite Services back to Client under this Agreement. The transition plan will
identify  positions  requiring  transition,  procedures in place  supporting all
responsibilities  to  be  transitioned,   documentation  of  existing  personnel
actions, and existing or planned projects and support activities.

         13.3 Payment of Unsecured and Secured Early  Termination  Fees.  Client
acknowledges  and understands  that SCT (TMD) is entering into this Agreement on
the understanding that the fees for the goods and services to be provided by SCT
(TMD) to Client pursuant to this Agreement are based on a long term relationship
and  that  an  early  termination  of this  Agreement  will  have a  significant
financial impact on SCT (TMD).  Accordingly,  upon the termination or expiration
of this Agreement:

                  (a)  Client  will pay to SCT  (TMD) the  applicable  Unsecured
Early  Termination Fee set forth in Exhibit E based on the increase or decrease,
as applicable,  in the Unsecured Early  Termination Fee during the calendar year
in which the effective date of termination  occurs. For any date falling between
the dates listed in Exhibit E, the amount of the Unsecured Early Termination Fee
will be calculated by straight  line  interpolation  using the two dates between
which the termination date falls and prorating the respective amounts on a daily
basis.  The Unsecured Early  Termination Fee will be due within thirty (30) days
after the  effective  date of  termination  of this  Agreement.  The  applicable
Unsecured Early  Termination  Fee reflects in part the  unamortized  costs which
will be  incurred  by SCT  (TMD) as a result  of an  early  termination  of this
Agreement. The Unsecured Early Termination Fee is not in the nature of, and will
not be deemed to be, a penalty or liquidated damages,  and is due and payable to
SCT (TMD) in addition to, and not in lieu of, the Secured Early Termination Fee.
Notwithstanding  the payment of the Unsecured  Early  Termination Fee by Client,
both SCT (TMD) and Client will be entitled to pursue all their respective rights
and remedies, both at law and in equity.

                  (b)  Client  will  additionally  pay to SCT (TMD) the  Secured
Early  Termination  Fee set forth in Exhibit F based upon the dates provided for
in Exhibit F for  maintaining  the letter of credit  securing the amount of such
Secured Early  Termination Fee. For dates falling between the dates provided for
in Exhibit F, the amount of the Secured Early  Termination Fee on the applicable
date  will be the  date on  Exhibit  F that  immediately  precedes  the  date in
question. Upon the termination or expiration of this Agreement, SCT (TMD) or its
financial  assignee  will have the right to draw upon such  letter of credit for
payment of the Secured  Early  Termination  Fee. The  applicable  Secured  Early
Termination Fee reflects in part the unamortized costs which will be incurred by
SCT (TMD) as a result of an early  termination  of this  Agreement.  The Secured
Early  Termination  Fee is not in the nature of, and will not be deemed to be, a
penalty or liquidated  damages,  and is due and payable to SCT (TMD) in addition
to, and not in lieu of, the Unsecured Early Termination Fee. Notwithstanding the
payment of the  Secured  Early  Termination  Fee by  Client,  both SCT (TMD) and
Client will be entitled to pursue all their respective rights and remedies, both
at law and in equity.

         13.4  Rights  and  Duties  Upon  Termination.  Upon the  expiration  or
termination of this Agreement and in  consideration  of Client's  payment to SCT
(TMD) of all  amounts  and  charges  due to SCT  (TMD) in  accordance  with this
Agreement with or without any reservation of rights by Client:

                  (a) Each party  will  cooperate  reasonably  and in good faith
with the other and/or its designees,  so that the transition of OnSite  Services
rendered under this Agreement will be timely and efficient and  implemented in a
manner  so as not to unduly  interfere  with  Client's  orderly  conduct  of its
business or SCT (TMD)'s other operations.

                  (b) All  Client's  Confidential  Information  will be promptly
delivered or returned (as applicable) to Client.

                  (c) All SCT (TMD)'s Confidential  Information will be promptly
delivered or returned (as  applicable) to SCT (TMD),  except that Client will be
entitled to keep a copy of this  Agreement  even though  this  Agreement  is the
Confidential  Information  of SCT (TMD).  Client will permit SCT (TMD) access to
remove any of the foregoing and will not inhibit or prevent SCT (TMD) from doing
so in any manner.

               (d) All office furniture,  equipment,  documents, records, books,
tapes,  disks and files provided by Client (which have not been disposed of with
Client's  permission)  will be  returned  to  Client in  substantially  the same
condition as received, ordinary wear and tear excepted.

               (e) Subject to  Client's  payment to SCT (TMD) of all amounts due
and owing under this Agreement, including without limitation both the applicable
Unsecured  Early  Termination Fee and the applicable  Secured Early  Termination
Fee, as part of its  undertaking in connection with the transition plan referred
to in Section 13.2 above, all as otherwise  provided for in this agreement,  SCT
will use diligent efforts and take all action  reasonably  necessary  (including
without  limitation  executing  and  filing  in  appropriate  jurisdictions  UCC
security  interest  releases) to promptly  convey or arrange to convey to Client
title in and to the Hardware to be listed on Exhibit B(2) and a continuing right
of use for the  Software  to be listed on  Exhibit  B(2),  free and clear of any
security interests therein,  including without limitation the security interests
that  Client was  required  to provide  to SCT (TMD) or its  financial  assignee
pursuant to Section 3.8 [SCT (TMD) representing that it will use the proceeds of
<PAGE>
the payment of the applicable Unsecured Early Termination Fee and the applicable
Secured Early  Termination Fee to such effect such  unencumbered  title for such
Exhibit B(2) Hardware to Client,  and to pay to SCT (MDS) any sums due and owing
under either the License Agreement and/or the Maintenance  Agreement].  Further,
SCT (TMD) and SCT (MDS) will work with Client Cin good faith to assist Client in
transitioning its relationship for the ADAGE Software from SCT (TMD) directly to
SCT (MDS) under the License Agreement and Maintenance Agreement,  as applicable.
Such  assistance  will include,  without  limitation,  promptly  reconciling all
appropriate  ADAGE  Software  services  and  financial  transactions  for  or in
connection  with the ADAGE Software,  and using diligent,  good faith efforts to
minimize any impact that any early termination of this Agreement might otherwise
have  on  Client's  implementation  of the  ADAGE  Software.  13.5  Survival  of
Obligations.  All  Client's  obligations  relating to SCT  (TMD)'s  Confidential
Information,  Client's  indemnity and payment  obligations,  the  obligations of
Client to respect SCT (TMD)'s  Intellectual  Property Rights, and the provisions
of this Agreement  which by their terms survive  termination of this  Agreement,
will survive  termination of this Agreement for any reason.  Termination of this
Agreement  by either SCT (TMD) or Client  according  to the terms hereof will be
without  prejudice to the  terminating  party's other rights and remedies  under
this Agreement, both at law and in equity.

SECTION 14.  SITE REFERENCE.

         Client agrees upon SCT (TMD)'s prior and reasonable request to act as a
reference site for SCT (TMD) in connection with the services provided under this
Agreement.  In this  connection,  Client  will,  upon  timely  receipt of notice
thereof,  make its facilities and personnel reasonably available to SCT (TMD) as
reasonably  requested by SCT (TMD) to permit SCT (TMD) to provide site visits to
current and  prospective  clients and to demonstrate  any or all of the services
provided by SCT (TMD) to Client under this Agreement.

SECTION 15.  GENERAL.

         15.1 Notices.  Any notice  required or permitted by this Agreement will
be in writing  and  accomplished  by  registered  or  certified  mail,  personal
delivery,  or  overnight  courier.  Such  notice  will be  deemed  to have  been
delivered  three  (3)  days  after  it has  been  mailed  by such  certified  or
registered  mail, one day after it has been delivered to the overnight  courier,
or upon delivery if sent by hand delivery:

         If to SCT (TMD):

                  SCT Software & Resource Management Corporation
                  Great Valley Corporate Center
                  Four Country View Road
                  Malvern, Pennsylvania  19355
                  ATTENTION:          President, Technology Management Division

                    With a copy to the same address, ATTENTION: General Counsel

         If to Client:

                  Curtice Burns Foods, Inc.
                  90 Linden Place
                  Rochester, New York  14603-0881
                  ATTENTION:  Vice President, Information Systems and Technology

                    With a copy to the same address,  ATTENTION: Chief Financial
               Officer


or to such other persons or addresses which Client or SCT (TMD) may from time to
time designate in writing to the other.

         15.2  Waiver.  Waiver of strict  performance  of any  provision of this
Agreement will not be deemed a waiver nor will it prejudice the waiving  party's
right to require strict performance of the same provision or any other provision
in the future unless such waiver has rendered  future  performance  commercially
impossible.

         15.3 Assignment.  Except as otherwise specifically provided for in this
Agreement,  neither  this  Agreement,  nor  any  of  either  party's  rights  or
obligations under this Agreement [except, in the case of SCT (TMD), as otherwise
provided for in Section 6 of this  Agreement],  will be  assignable  without the
prior  written  consent of both  parties.  For purposes of this  Agreement,  the
acquisition of

<PAGE>


all or substantially all of SCT (TMD)'s outstanding capital stock or assets by a
third  party  (that is, by an entity NOT  controlled  by,  controlling  or under
common control with SCT (TMD)'s parent  company,  Systems & Computer  Technology
Corporation) will constitute an "assignment" requiring the prior written consent
of both parties.

         Notwithstanding the foregoing,  however,  subject to the conditions and
limitations  hereinafter  set forth,  Client may assign  this  Agreement  to any
parent holding company of Client; or to any entity in which Client or its parent
holding  company  has the right to elect a majority  of  directors,  directly or
indirectly,  to the remotest tier; or to any entity formed or acquired after the
Effective  Date in which Client or its parent  holding  company has the right to
elect a majority of directors,  directly or indirectly, to the remotest tier; or
to any other  surviving  entity which results from a merger,  acquisition or the
consolidation  of  Client;  (any  of  the  foregoing  being  referred  to  as  a
"Controlled Affiliate"); PROVIDED, HOWEVER, that if immediately after any of the
foregoing  events,  the  total  employment  of  Client  and all  its  Controlled
Affiliates  is not  greater  than  twice the  employment  of Client  and all its
Controlled  Affiliates as of the Effective Date.  Prior to the  effectiveness of
any assignment  permitted under this paragraph,  Client must notify SCT (TMD) of
such  assignment,  and the  Controlled  Affiliate to which Client so assigns its
rights under this  Agreement  must execute an amendment to this  Agreement [in a
form  reasonably  acceptable  to SCT  (TMD)]  specifying  that  such  Controlled
Affiliate  assignee  agrees  to be bound by all  terms  and  conditions  of this
Agreement.  Further,  in the event of an assignment  pursuant to this paragraph,
Client will guarantee such Controlled  Affiliate's  obligations arising under or
in  connection  with  this   Agreement,   and  Client  agrees  to  execute  such
documentation  as SCT (TMD) may  reasonably  request to evidence and effect such
Client position as guarantor.  Still further, SCT (TMD)'s obligations  regarding
the nature,  extend,  scope and SCT (TMD)  staffing  requirements  in  providing
OnSite Services to such Controlled  Affiliate may not be materially greater than
the same obligations that SCT (TMD) had in providing OnSite Services to Client.

         A  party's  failure  to abide  by the  restrictions  contained  in this
Section 15.3 will constitute a material breach of this Agreement  giving rise to
a right of termination of this Agreement by the non-breaching party.

         15.4 No Authority.  Neither party will have any authority,  and neither
party  will  represent  that it has any  authority,  to  assume  or  create  any
obligation, express or implied, on behalf of the other party, except as provided
in this Agreement.  Each party is an independent contractor,  and this Agreement
will not be construed as creating a  partnership,  joint  venture or  employment
relationship  between  the  parties  or as  creating  any  other  form of  legal
association  that would impose  liability on one party for the act or failure to
act of the other party.

          15.5  Governing Law. This Agreement will be interpreted by the laws of
the State of New York.

         15.6  Severability.  If any  part  of this  Agreement  is  found  to be
invalid,  all other  provisions  will  remain in full  force and  effect and the
provisions  found invalid will be enforced to the maximum extent  enforceable by
law.

         15.7  Force  Majeure.  Neither  party  will be liable  for any delay or
failure to perform its obligations  under this Agreement to the extent that such
delay or failure is caused by a force or event beyond the control of such party,
including   without   limitation,   war,   embargoes,    strikes,   governmental
restrictions, riots, fires, floods, earthquakes, or other Acts of God.

         15.8  Further  Assurances.  Each party will  execute,  acknowledge  and
deliver all  documents,  provide all  information,  and take or forbear from all
such action as may be necessary or  appropriate  to achieve the purposes of this
Agreement.

         15.9  Alterations.   The  waiver,  amendment  or  modification  of  any
provision of this Agreement or any right,  power or remedy under this Agreement,
whether by  agreement  of the  parties or by custom,  course of dealing or trade
practice,  will not be  effective  unless  in  writing  and  signed by the party
against whom enforcement of such waiver, amendment or modification is sought.

         15.10 No Third-Party Beneficiaries. Nothing contained in this Agreement
will be  construed  to give any person other than SCT (TMD) and Client any legal
or equitable right, remedy or claim under or with respect to this Agreement.

         15.11 Copies of Agreement. This Agreement may be executed in any number
of copies,  each of which will be deemed an original  and all of which  together
will constitute one and the same instrument.

         15.12  Incorporation by Reference.  The Exhibits attached hereto are an
integral  part of and  are  hereby  incorporated  by this  reference  into  this
Agreement and made a part hereof.



<PAGE>


         15.13  Number and  Gender.  All terms and words used in this  Agreement
regardless  of the number and gender in which they are used,  will be deemed and
construed to include any other number, singular or plural, and any other gender,
masculine,  feminine or neuter, as the context or sense of this Agreement or any
paragraph  or clause  herein  may  require,  the same as if such words have been
fully and properly written in the number and gender.

         15.14 Headings. The headings of sections and paragraphs, if any, to the
extent used herein are for  convenience  and  reference  only, in no way define,
limit or describe the scope or intent of any  provision  hereof,  and  therefore
will not be used in construing or interpreting the provisions hereof.

         15.15  Client  Delay.  Any delay,  obstruction,  or hindrance by Client
which  materially  impacts SCT (TMD)'s ability to perform its obligations  under
this Agreement in a timely manner will excuse a delay in SCT (TMD)'s performance
of its obligations under this Agreement, it being agreed by the parties that SCT
(TMD) will use good faith  efforts to minimize the period of any such  excusable
delay on the part of SCT (TMD).

         15.16  Consents  and  Approvals.  Whenever the consent or approval of a
party under this Agreement is required,  the consent or approval, if required to
be  obtained  from SCT (TMD),  must be given by a Senior Vice  President  or the
President of SCT (TMD)'s Technology  Management  Division,  and if required from
Client,  must be  given  by  Client's  Vice  President/Information  Systems  and
Technology.

         15.17 Right to Subcontract. SCT (TMD) will have the right to enter into
subcontracts  with  other  parties  to provide  certain  of the  services  to be
provided  by SCT (TMD)  under this  Agreement,  although  SCT (TMD) will  remain
responsible  to Client for the  performance  of any  services  performed  by the
subcontractor.

         15.18  Modification  of Exhibits.  The parties  acknowledge  that their
intent  is to  enter  into a long  term  relationship  under  the  terms of this
Agreement.  Accordingly,  as their respective priorities are modified during the
Term,  they will  negotiate  in good  faith to make  appropriate  revisions  and
adjustments to this Agreement,  including without  limitation to the Exhibits of
this Agreement.

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)


<PAGE>



         SECTION 16. ENTIRE AGREEMENT

         THIS  AGREEMENT  SIGNED BY BOTH  PARTIES  CONSTITUTES  A FINAL  WRITTEN
EXPRESSION OF ALL OF THE TERMS OF THIS AGREEMENT AND IS A COMPLETE AND EXCLUSIVE
STATEMENT OF THOSE TERMS. NEITHER PARTY WAS INDUCED TO ENTER INTO THIS AGREEMENT
BY ANY STATEMENTS OR  REPRESENTATIONS  NOT CONTAINED IN THIS AGREEMENT.  ANY AND
ALL  REPRESENTATIONS,  PROMISES,  WARRANTIES  OR  STATEMENTS BY ANY PARTY OR ITS
AGENTS THAT DIFFER IN ANY WAY FROM THE TERMS OF THIS  AGREEMENT WILL BE GIVEN NO
FORCE OR EFFECT.  THIS  AGREEMENT  WILL BE CHANGED,  AMENDED OR MODIFIED ONLY BY
WRITTEN  INSTRUMENT  SIGNED BY BOTH  CLIENT  AND SCT  (TMD)  AND  WHICH  WRITTEN
INSTRUMENT  EXPRESSLY  AND  UNAMBIGUOUSLY  STATES  THAT A PURPOSE  THEREOF IS TO
CHANGE,  AMEND OR MODIFY THIS AGREEMENT.  THIS AGREEMENT WILL NOT BE MODIFIED OR
ALTERED BY ANY COURSE OF PERFORMANCE BY EITHER PARTY,  OR BY USAGE OF THE TRADE.
ANY  PURCHASE  ORDER OR  SIMILAR  DOCUMENT  WHICH  MAY BE  ISSUED  BY  CLIENT IN
CONNECTION  WITH ANY SERVICES TO BE PROVIDED UNDER, OR ANY OTHER MATTER RELATING
TO, THIS AGREEMENT WILL BE FOR CLIENT'S INTERNAL PURPOSES ONLY AND ANY TERMS AND
CONDITIONS  WHICH MAY BE INCLUDED IN SUCH PURCHASE  ORDER OR OTHER DOCUMENT WILL
NOT MODIFY IN ANY MANNER ANY OF THE TERMS AND  CONDITIONS OF THIS  AGREEMENT AND
WILL NOT BIND SCT (TMD) IN ANY MANNER  AND WILL BE  COMPLETELY  INEFFECTIVE  AND
UNENFORCEABLE   AGAINST  SCT  (TMD),  EVEN  IF  IT  IS  INITIALED,   SIGNED,  OR
ACKNOWLEDGED BY A REPRESENTATIVE  OF SCT (TMD).  THIS AGREEMENT  INCLUDES ALL OF
THE FOREGOING PROVISIONS AS WELL AS ALL EXHIBITS ATTACHED HERETO.

         IN WITNESS  WHEREOF,  the parties  hereto have caused their names to be
affixed hereto as of the date first above written.

SCT SOFTWARE & RESOURCE                CURTICE BURNS FOODS, INC.
  MANAGEMENT CORPORATION

By:/s/ Cathy Welsh                       By:/s/ Dennis M. Mullen

Name and Title:  Cathy Welsh            Name and Title:  Dennis M. Mullen,
                 President                               President & CEO
                
Consent:
SCT MANUFACTURING &
  DISTRIBUTION SYSTEMS, INC.

By:  James D. Bennett

Name and Title:   J.D. Bennett, Dep. General Counsel


<PAGE>


                                    EXHIBIT A

                                SCOPE OF SERVICES

SCT (TMD) will provide Client with OnSite Services  described in this Exhibit A.
The OnSite Services  described in this Exhibit A will be the basis for the joint
development of the Short Term  Improvement Plan (STIP) and the Annual Work Plans
(AWP),  as more fully  described in this  Exhibit A. These Plans will  identify,
more specifically,  objectives,  programs and schedules to be implemented during
the term of the  Agreement,  as  prioritized  by the Client in such  Plans.  The
parties agree that  appropriate  implementation  details and  procedures for all
functions and services  described in this Scope of Services will be incorporated
in a procedures manual ("Procedures  Manual").  During the Term, the Parties may
also agree on different or additional  services and amend this Scope of Services
or the Procedures Manual in writing accordingly.

I.     GENERAL

       SCT (TMD) will, as more specifically described in this Exhibit A, operate
       and manage  Client's  computing  and network  environments  identified in
       Exhibits B(1) and B(2). The Management  Information Systems ("MIS") staff
       will be available as required to support normal  business  operations and
       to meet the performance commitments. SCT (TMD) will provide personnel and
       supplies for the overall management and operation of the above identified
       Client's  operations  and the  management  and  operation  of  individual
       projects in connection  therewith in accordance with the AWP. The parties
       acknowledge  that, from time to time in a given year, the AWP may need to
       be amended to reflect  changes in the Client's  prioritization  of OnSite
       Services that would otherwise have been provided thereunder.

II.    PLANNING AND PROGRESS REPORTING

       A.Planning.

         SCT (TMD) will  provide  technology  planning  services as specified in
         this Exhibit A at the strategic,  tactical, and operational levels. SCT
         (TMD) will  develop  and  maintain  the STIP and AWPs,  specifying  the
         service delivery objectives for the time-frames covered by these plans.

         Client will  participate  with SCT (TMD) in the development of the STIP
         and  AWPs,  and  have   responsibility  for  establishing   appropriate
         priorities and policy directions.


         1.   Short-Term Improvement Program.

         Timing.    Within ninety (90) days of the Commencement Date, SCT (TMD),
                    with the  cooperation  of Client,  will develop the STIP for
                    Client  review and approval.  The STIP will address  initial
                    priority issues and quality improvement opportunities.

         Scope.   The STIP will identify actions to:

              o   Provide short-term service improvements;

              o   Continue delivery of computer services;

              o    Identify areas of technology requiring further review during
                   the AWP process;  o Resolve  existing  critical  application
                   problems;

              o    "Freeze" the Systems to be replaced by the ADAGE Software at
                   their respective status as of the Commencement Date, without
                   further  modification except with the approval of the Client
                   Contract Administrator;

              o    Identify plans and projects to be completed  within the 1998
                   fiscal year; and

              o    Validate  plans and  projects  (that is,  those  produced  by
                   Client  prior to the  Commencement  Date) to be  completed in
                   order to achieve year 2000 Software compliance.

              As an addendum to the STIP, in conjunction with the ADAGE Software
              project, a master implementation schedule will be provided for the
              Hardware,  Software  and  Systems  Software  to  be  acquired  for
              Client's  beneficial  use as  provided  for in  Exhibit  B(2)  and
              otherwise in this Agreement. A tentative high-level ADAGE Software
              implementation   schedule  is  attached  to  this   Exhibit  A  as
              Attachment  1. The parties  acknowledge  and agree that the actual
              master implementation  schedule developed and included in the STIP
              will vary from  Attachment  1 based on a variety of factors,  such
              as, without limitation,  Client's approval of the STIP itself; the
              sophistication  and  complexity  of  the  Exhibit  B(2)  Hardware,
              Software and Systems Software  actually  selected;  the dates upon
              which the Exhibit B(2) Hardware, Software and Systems Software are
              in fact selected and subsequently  acquired;  the agreement of the
              parties  as to whether  SCT (TMD)  should  modify the  Application
              Software or Client should modify its business processes to address
              differences   between   Client's   business   processes   and  the
              functionality  of the  Application  Software in question;  and the
              availability  of  affected  Client  personnel  to  participate  in
              planning   and  training   sessions.   In   developing   the  STIP
              implementation  schedule,  however,  the parties agree to use good
              faith efforts to conform to the high-level implementation schedule
              in Attachment 1.

         2.   Annual Work Plan.

         Timing.    SCT (TMD),  with the cooperation of Client,  will develop an
                    AWP by May 1998 for the year  commencing  July 1, 1998,  and
                    thereafter,  by May of each year for each  following  fiscal
                    year during the term of this Agreement.


<PAGE>



         Scope.     The AWP will identify  recommended  initiatives and services
                    which are consistent  with the direction  established in the
                    STIP and the annual AWPs. The AWP will identify  activities,
                    schedules,  and  deliverables  for the OnSite Services to be
                    provided  under  this  Agreement.   Specific  components  of
                    computing  which the parties  anticipate will be included in
                    the AWP include:

              o   Application Software;

              o   Hardware and Systems Software environment;

              o   Network structure supporting Client's information users;

               o User-based information access and management  methodologies and
                 services; and

               o  Ongoing   operations   and  production   services   supporting
                  Application Software and Client users.

              The  AWP  will   incorporate,   in  pertinent   part,  the  master
              implementation  schedule  (more  fully  described  under the STIP,
              above) for the  Hardware,  Software  and  Systems  Software  to be
              acquired for Client's  beneficial  use as provided for in B(2) and
              otherwise in this Agreement.

         3.   Client Approval of  STIP and AWPs

         After  delivery  of  the  STIP  and  each  AWP,  the  Client   Contract
         Administrator  will have  thirty  days to review the plan and to notify
         SCT (TMD) in writing of its approval or disapproval thereof, and in the
         event of disapproval,  the Client Contract Administrator will set forth
         the  reasons for its  disapproval  in  sufficient  detail to permit SCT
         (TMD)  to  modify  the  Plan  to the  Client  Contract  Administrator's
         reasonable satisfaction.  If after such thirty days have passed and the
         Client Contract  Administrator  fails to so notify SCT (TMD),  the Plan
         will be deemed approved by the Client.

         4.   Disaster Recovery Plan

         Timing.    SCT (TMD) will develop and deliver a disaster  recovery plan
                    by not later than twelve (12) months after the  Commencement
                    Date.  The  disaster   recovery  plan  will  set  forth  the
                    procedures  to be  followed  in  order  to  resume  Client's
                    information service operations in the event of fire or other
                    disaster that creates or results in a long-term interruption
                    of data processing  operations at the Tacoma,  Washington or
                    Rochester, New York Locations.

         5.  Staff Development Plan

         SCT (TMD)  will  provide  to the  Client,  within six (6) months of the
         Commencement  Date, a "Training and  Development  Plan" which will plan
         for the education and training of the Transitional Employees.

         B.   Progress Reporting

         1.   Annual Report

         A report  outlining SCT (TMD)'s  progress  against the STIP (during the
         first  year of the  Agreement)  and  thereafter,  the AWP for the prior
         fiscal year  (commencing  with a report on year  ending June 30,  1998)
         will be provided to Client  Contract  Administrator  by forty-five (45)
         days  after  the  end of  each  fiscal  year  during  the  term of this
         Agreement.

         2.   Progress Report

         Progress Reports will be provided on a monthly basis to Client Contract
         Administrator.  These reports will outline  service  delivery,  project
         status  and  issues   requiring  the   attention  of  Client   Contract
         Administrator.

         3.   Annual Client Survey

         SCT (TMD) will provide  Client with a survey to be  distributed  to the
         relevant users supported  under the scope of this Agreement  containing
         such questions as mutually determined by the SCT Executive Director and
         the Client Contract  Administrator.  SCT (TMD) will provide Client with
         the results of the survey.
<PAGE>
III.     GENERAL MANAGEMENT AND BUSINESS OPERATIONS - MIS DEPARTMENT

         A.   Executive Management

         SCT (TMD) will  provide  management  services as required in support of
Client's executive level management, including:

               o  Strategic  technical  leadership,   planning,  consulting  and
                  guidance;

               o Assistance to Client executive  management in the establishment
                 of policies and procedures  governing the access, use and 
                 control of information resources;

              o  Strategic operations consulting and guidance;

              o Management recommendations in support of Client operations; and

              o Management of external  computing and technology related vendor
                relationships.

         B.   Operational Management

         SCT (TMD) will provide  operational  management  services in connection
         with  Client's  computing  environments  to monitor  and  control  the
         delivery  of  the  OnSite  Services   identified  in  this  Agreement,
         including:

              o   Tactical  leadership,  planning,  consulting and guidance in
                  the computing area;

              o   Tactical operations management consulting and guidance;

              o   Project  management  of  application   support  and  computing
                  improvement projects;

              o   Monitoring SCT (TMD)'s  provision of OnSite Services to ensure
                  the services are consistent with  established  Client policies
                  and each AWP;

              o   Coordination  of the  deployment  and  assignment of SCT (TMD)
                  corporate staff to complement and augment SCT (TMD) site-based
                  staff;

              o   Management   of  SCT   (TMD)   site-based   and   SCT   (TMD)
                  corporate-based staff performing OnSite Services for Client;

              o   Support of Client's  information systems related committees
                  and sub-committees; and

              o   Development of information  technology  policies and
                  procedures in connection with Client's information systems.

         C.   Strategic, Tactical and Operational Planning


<PAGE>

         SCT (TMD) will  provide  Client  with  assistance  to plan and define a
program for Client's computing environment, including:

             o   The  joint  development  of the  STIP,  AWPs,  and  Training
                 and Development Plan;

             o    Management and coordination of the development of the Plans,
                  above;

             o    Evaluation of new  technologies  and their  applicability to
                  Client's computing operations; and

             o    Assistance  in the  development  and  review of the  project
                  plans for the major projects included in the relevant AWP.

         D.   Management Reporting

         SCT  (TMD)'s  Director  will  meet at least  monthly  with  the  Client
Contract Administrator to review the status of day-to-day operations, to discuss
issues  which  have  arisen,  and to review  plans for the  upcoming  month.  In
addition,  at either  party's  reasonable  request  from time to time during the
performance  of  this  Agreement,  the  Client  Contract  Administrator  and SCT
Executive  Director  and any other  personnel  designated  by either  the Client
Contract  Administrator  or the SCT  Executive  Director will meet to review the
progress of the parties under this Agreement.

         Specific reporting to Client will include:

              o   Monthly  reporting to the Client Contract  Administrator  on
                  all major aspects of computer services; and

              o   Providing  reports  periodically  and upon special requests as
                  reasonably  requested by Client  including:  weekly,  monthly,
                  quarterly and annual and other cyclical  printed  reports at a
                  time mutually agreed to by the Client and SCT (TMD).

         E.   Business Operations

         SCT  (TMD)  will  provide  business  support   functions  for  Client's
         computing environment, including:

              o   Implementing management reporting mechanisms as described in
                  D. above;

              o   Developing  a  Management  Information  Services  Department
                  Policies and Procedures Manual;

              o   Putting  in  place  procedures  and  controls  for  managing
                  Department   assets:   hardware   and   software   inventory
                  management; forms and supplies management; office equipment,
                  and hardware/software service contracts;

<PAGE>
              o   Putting in place  procedures  for measuring  and  monitoring
                  organizational performance;

              o   Participating in annual Client budget process;

              o   Working with Client to implement  controls and  procedures for
                  acquisitions of  supplies/services,  and other  administrative
                  requirements agreed upon by SCT (TMD) and Client and;

              o   Cooperating with all Client internal and external audits.

IV.      APPLICATION SOFTWARE SERVICES

         A.   Application Software Support

         SCT (TMD) is  responsible  for managing the support of the  Application
         Software identified in Exhibit B(1)/generally described in Exhibit B(2)
         and specified in the AWPs. SCT (TMD)'s responsibilities include:

              o   Maintain all existing Client application  software until its
                  planned replacement by the ADAGE Software or other Software,
                  as applicable;

              o   With  the  Client,   identify  existing  Client  application
                  software not replaced with the ADAGE  Software and undertake
                  the  conversion  necessary  for Year 2000  compliance.  Such
                  conversion   effort   will   consist  of  up  to  eight  (8)
                  person-years   absent   Client-requested   reallocation   or
                  supplementation of SCT (TMD) personnel  resources  providing
                  OnSite Services;

              o   Provide  the   necessary   MIS   resources  to  support  the
                  implementation  of the ADAGE Software.  Without limiting the
                  foregoing,  SCT (TMD) will not modify the ADAGE  Software in
                  such  a  manner  as  would  abrogate  the  limited  warranty
                  therefor  provided to Client by SCT (MDS) under the terms of
                  the License  Agreement,  without  first  obtaining  Client's
                  approval in any instance;

              o   Definition of Application Software specifications to be used
                  in evaluating new software solutions for the user community;

              o   Management and  coordination of third party software vendors
                  in carrying out their agreements;

              o   Testing, as required to validate processing, data integrity,
                  year  2000  compliance  and/or  performance,  prior  to  the
                  implementation of Application Software;

              o   Scheduling of production and test parameters consistent with
                  established procedures;

              o   Convert,  or in certain instances,  manage the conversion of
                  data  from   existing   Application   Software  to  the  new
                  environment;

              o    Providing  for the  development  of  interfaces  between the
                   Application Software. Such interface development effort will
                   consist   of   up   to   eight   (8)   person-years   absent
                   Client-requested  reallocation  or  supplementation  of  SCT
                   (TMD) personnel resources providing OnSite Services; and

              o    Production turnover of all Application Software.

         B.   Application Software Maintenance

         SCT (TMD) is responsible  for ongoing  maintenance  of the  Application
          Software  operational  on the computer  systems  identified in Exhibit
          B(1)/generally   described  in  Exhibit   B(2).   Client  agrees  that
          modifications  or  enhancements  to the  Systems to be replaced by the
          ADAGE Software are to be minimized and performed only upon  compliance
          with the software  modification  process as defined in the  Procedures
          Manual . These responsibilities include:

              o   Analysis  of all  modifications  agreed  to by SCT (TMD) and
                  Client   for   compliance   with   established   policy  and
                  procedures;

              o   Designing and monitoring changes;

              o   Performing   program   changes   in   accordance   with  the
                  specifications;

              o   Testing program changes;

              o   Documenting changes made;

              o   Implementing changes into production environment, and;

              o   Avoiding continued use of unsupported software.


<PAGE>



         C.  Data Management

         SCT (TMD) is  responsible  for managing the  following  aspects of Data
Management:

         o    Data Integrity;

         o    Back-up and Recovery;

         o    Third-party access;

         o    Security, and;

         o    Availability.

         D.   Service Request Processing

         SCT (TMD) is responsible for continued  support of user  community's ad
          hoc  requests  and  short  range  deliverables   consistent  with  the
          specification  of  available  resources  allocated  in the AWP and the
          approval of the Client Contract Administrator. This includes:

              o   Logging of each request,  including  the requested  delivery
                  time-frame;

              o   Ensuring appropriate business review and prioritization;

              o   Tracking each request as progress is made on tasks identified;

              o   User  notification  of status of  request if  completion  is
                  delayed;

              o   User interaction on matters involving information technology
                  and its use in their area;

              o   Definition and clarification of issues to enable appropriate
                  action to be taken;

              o   Analysis of service, maintenance, and enhancement requests;

              o   Designing  application changes for consistency with existing
                  technologies and policies; and

              o   Programming to complete the agreed upon service requests.

         V.   TECHNICAL OPERATIONS

         SCT (TMD) will have  responsibility for the operation and management of
         the  mainframe  and client server  environments  in Tacoma,  WA. and in
         Rochester, NY as well as remote access to those systems. SCT (TMD) will
         operate the  existing  mainframe  systems in both  locations  until the
         planned  transfer  of  the  mainframe  environment  in  Tacoma,  WA  to
         Rochester,  NY.  After  transition  to  Rochester,  NY., SCT (TMD) will
         operate the mainframe  environment only in Rochester,  NY. SCT (TMD) is
         responsible for the following in connection with the Hardware,  Systems
         Software and Application Software identified in Exhibit  B(1)/generally
         described in Exhibit B(2).

         A.   General Operations

              o    Operations  and personnel to provide  delivery of production
                   computer services;

              o    Interaction  with the user  community  to  understand  their
                   information requests and provide coordinating  assistance in
                   obtaining computer services;

              o    Preparing  and  publishing   written  reports   relative  to
                   computer resource  utilization,  personnel activity,  system
                   performance/stability and user support activities;

              o    Establishment  and  maintenance  of standards and procedures
                   for computer operations;

              o    Planning  for  short-  and   long-term   growth   potential,
                   including computer capacity planning,  facility planning and
                   Hardware/Software installation planning.



<PAGE>


         B.   Operations Support

              o    Monitoring  system  functions  through  the  use of  command
                   consoles,  network  monitoring  tools, and ancillary support
                   devices;

              o   Monitoring  system  commands issued by the system such as tape
                  mounts,  console replies,  printer  operation and control unit
                  operation;

              o   Maintenance of records and documentation  relating to Hardware
                  and Application  Software failures and the provision of notice
                  of such failures to the appropriate personnel;

              o   Provision  of  backup  for  files  and  maintenance  of tape
                  rotation policies;

              o   Provision of assistance and support in problem determination;

              o    Maintenance of an inventory of computer supplies,  including
                   tapes, ribbons and paper.

         C.   Technical Services Support

              1.  Systems Software

         SCT (TMD) is responsible  for supporting the maintenance of the Systems
         Software  identified  in Exhibit  B(1)/generally  described  in Exhibit
         B(2).  The  goal  of  this  function  is to  maintain  vendor-supported
         releases  and   modification   levels  of  Systems   Software   without
         sacrificing system reliability and availability.

         SCT  (TMD) is also  responsible  for  maintaining  the  performance  of
Systems Software, including when necessary:

              o    Altering of system  parameters  to maintain the  performance
                   and efficiency of the Systems Software;

              o    Researching,   testing,   and  evaluating  available  vendor
                   provided Systems Software.


              2.  Support Software

         SCT  (TMD)  is  responsible  for  maintenance  of all  vendor-supported
         utility and related  software  utilized in support of Client's  Systems
         and related Application  Software identified in Exhibit  B(1)/generally
         described  in Exhibit  B(2).  The goal of this  function is to maintain
         releases and modification levels of the system support software without
         sacrificing System reliability and availability.

         SCT (TMD) is  responsible  for  maintaining  the  effectiveness  of the
system support software, including when necessary:

              o    Vendor  contact,   coordination  and  management  of  vendor
                   supplied software maintenance;

              o    Maintenance  of  the  release  and  modification  levels  of
                   existing system support software;

              o    Supporting  an  ongoing   program  for  the   evaluation  of
                   available  application  and  support  utility  packages  for
                   Client's use; and

              o    Monitoring  utilization of existing system support  software
                   and  providing  management  reports  depicting  results with
                   recommendations for future support.

              3.  Technical Support

         SCT (TMD) is responsible for providing technical support in the form of
         consultation, problem determination, and general assistance to Client's
         data processing community.  The goal of this function is to provide the
         benefit of systems programming knowledge and expertise to the Client.

         This support is provided in the following categories of service:

              o   Technical direction;

              o   Problem resolution; and

              o   Documentation.



<PAGE>


         Activities in support of this function are:

              o    Developing policies and procedures for access to the support
                   staff;

              o    Developing  reply  and  escalation  procedures  for  inquiry
                   follow-up and tracking; and

              o    Providing   statistics  and   information  in  the  form  of
                   management  reports  that will allow  Client to evaluate the
                   overall performance of the technical support function.

              4.  Capacity Planning

         SCT (TMD)  will  periodically  review  and notify  Client  promptly  in
         writing  when the  System,  the  Hardware,  the Systems  Software,  the
         Application  Software or any portion thereof,  as identified in Exhibit
         B(1) or generally described in Exhibit B(2) is being used to a capacity
         at which the Client  should  consider any upgrade,  enhancement  and/or
         addition  to  prevent  the  same  from   failing  to  meet   reasonable
         performance standards.

         D.   Production Services

         SCT  (TMD)  is  responsible  for the  maintenance  and  enhancement  of
         Client's production  environment  identified in Exhibit  B(1)/generally
         described in Exhibit B(2).  SCT (TMD) is  responsible  for  maintaining
         site standards  which include  production  programs,  control files and
         production documentation.  In addition to the foregoing, SCT (TMD) will
         monitor  changes in the  production  environment,  logging and tracking
         problems that develop. These activities include:

              o   Change Management;

              o   Problem Reporting;

              o   Production Documentation Maintenance;

              o   Production Environment Maintenance; and

              o   Security Administration.

         E.   Production Control

              SCT (TMD) is responsible for the following:

              o   Job scheduling;

              o   Job setup;

              o   Job submission and checkout;

              o   Output distribution consistent with existing practices;

              o   Problem resolution.

         F.   Data Administration and Security

               SCT (TMD) is responsible  for those tasks necessary to create and
               maintain the data bases  essential to the systems  identified  in
               Exhibits B(1) and B(2). These responsibilities include:

              o   Design of data bases and associated file structures;

              o    Provide  internal  training  of  technical  staff to provide
                   knowledge of data management processes;

              o    Monitoring of data usage to identify  patterns,  abuses, and
                   tuning recommendations with available tools;

              o    Development  and  maintenance  of  recovery  procedures  for
                   restoration  of the data bases and files to the most current
                   version possible;

              o    Perform error  correction  efforts to correct  specific data
                   integrity problems caused by logical or physical errors;

              o    Perform  problem  resolution   activities  to  identify  and
                   correct  processing errors causing  corruption to data bases
                   and files;

              o    Perform  capacity  planning to provide for  availability  of
                   resources for the storage and retrieval of data;



<PAGE>


              o   Provide  vendor  interaction  to maintain  relationships  with
                  required providers of data base software and support products;

              o   Provide support for data translation or conversion, and;

              o   Provide support for remote third party real-time access.

         G.   Microcomputer Services

         Microcomputers  and  local  area  networks  (LANs)  listed  on  Exhibit
          B(1)/generally   described  in  Exhibit  B(2)  are  supported  through
          "Technical  Services"  and  "Application  Services".  SCT  (TMD)  will
          provide the following  additional  services in  connection  with those
          microcomputers listed on Exhibit  B(1)/generally  described in Exhibit
          B(2).

         1.  Consulting

         SCT  (TMD)  will   provide  user   consulting   services  for  standard
         microcomputer packages identified in Exhibit B(1).

         2.   Installation and Relocation

         SCT (TMD) will  provide  configuration,  installation,  and  relocation
         services for the Client workstations  listed in Exhibit  B(1)/generally
         described in Exhibit B(2).

         3.   Service

         SCT  (TMD)  will  provide  maintenance  and  repair  services  for  all
         microcomputers  and  terminals  used in  conjunction  with the Services
         provided in this Agreement  either  internally or by contracting with a
         maintenance  vendor.  SCT (TMD)  will  ascertain  the  number of Client
         microcomputers and terminals in use as of the Commencement Date as part
         of the inventory to be conducted to ascertain the computing environment
         pursuant  to  Exhibit   B(1).   SCT  (TMD)  will  provide   appropriate
         maintenance   and  repair   services   within  an   environment   where
         microcomputers are refreshed on a four year cycle.

         4.   New Microcomputer Configuration

         Definition of the standard  microcomputer will take place for each year
         after the first year as part of the AWP process.

VI.      DATA NETWORK MANAGEMENT

         SCT (TMD) will:

              o    Provide management,  consultative and administrative support
                   for Client's data network and operating environment, and;

              o    Be  responsible  for  maintaining   Client's  network  plan,
                   schematics,  and end-user documentation relating to Client's
                   plan for the  management  of the wide  area and  local  area
                   networks.

         Changes in Client's  wide area and local area  networks are expected to
         occur over time. SCT (TMD) will inform Client of additional operational
         support needs if delivery of other  obligations is negatively  impacted
         by this growth. At such point, SCT (TMD) will notify Client of the need
         to consider  additional  resources.  The metric used to  determine  the
         staffing levels required to support the networks will be defined in the
         Procedures  Manual  and  will  change  over  time  due  to  changes  in
         technology   and/or  tools.  SCT  (TMD)  will  provide  senior  network
         technical  and  administrative  support to perform  these wide area and
         local area network services.

         Client  and SCT  (TMD)  will  periodically  review  the  nature  of the
         services  required in connection  with management of Client's wide area
         and  local  area  networks,   and  will  determine  whether  additional
         resources  are  appropriate  to  support  such wide area and local area
         management services,  and if so, the manner in which such services will
         be provided,  e.g., via additional Client resources or via Supplemental
         Services from SCT (TMD).



<PAGE>


VII.     HELP DESK CENTER AND STAFFING

         SCT (TMD) will:

                  Provide a centralized  help desk which will be the focal point
                  for end user support  services for Client users.  The services
                  provided by the help desk include:

                    o    Responding   to   requests   from   Client   staff  for
                         service/support;

                    o    Assistance in the  operation of supported  applications
                         identified in Exhibits B(1) and B(2);

                    o    Coordinate hardware acquisition and maintenance;

                    o    Guidance on procedures which support Client computing;

                    o    Support during SCT (TMD)'s posted  operating  hours, as
                         such  hours are  mutually  agreed to by Client  and SCT
                         (TMD) and as described in the Procedures Manual;

                    o    On-site consultation and support;

                    o    Automated tracking and reporting software for help desk
                         operations;

                    o    Route and track calls which  require  escalation to the
                         specialized support teams; and

                    o    Maintenance    of   a   technical    library   of   the
                         documentation,  as  available  from SCT (TMD) and/or as
                         provided to SCT (TMD), for the Software being supported
                         by SCT (TMD).

         For  every  150  additional  workstations  added to  Client's  physical
         inventory after the Commencement Date of this Agreement (beyond a total
         of 800), one additional  microcomputer  specialist  will be required to
         augment the help desk staff. SCT (TMD) will notify Client in writing of
         the additional costs required to provide such increased  staff.  Client
         will  notify SCT (TMD) in  writing,  by not later than thirty (30) days
         after SCT (TMD)  provides  Client with notice of the  additional  staff
         required,  of its desire and intent to acquire the additional staff. If
         no notice is provided to SCT (TMD) in connection with Client's election
         in connection with the acquisition of such staff, SCT (TMD)'s help desk
         support will not be increased.



                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)


<PAGE>



VIII.    PERFORMANCE MEASUREMENT CRITERIA AND REPORTING

         For  Client  to  measure  SCT  (TMD)'s  performance,  specific  service
components  and  measurement  criteria  will  be  defined  for  the  Systems  in
production.  In conjunction  with the development of the AWP, SCT (TMD) will, by
not later than 180 days after the  Commencement  Date,  collect  statistics  on,
evaluate,  measure,  record and provide  service  levels in connection  with the
current, or desired, as mutually agreed to by the parties,  baseline performance
of the Systems (the "Baseline  Service  Levels").  The performance  measures set
forth in this  Section  VIII of  Exhibit A apply  only to the  operation  of the
Systems to be provided to Client by SCT (TMD) under the terms of this Agreement.
Notwithstanding  the  foregoing,  neither the  Baseline  Service  Levels nor the
performance  measures  set forth in this Section VIII of Exhibit A will apply in
the case of a declared disaster (a "Declared Disaster"), as such term is defined
in the  disaster  recovery  plan to be provided by SCT (TMD) to Client under the
terms of this Agreement (the "Disaster  Recovery Plan").  The Disaster  Recovery
Plan  will  specify  performance  measures  which  will  apply  in the case of a
Declared Disaster.

         MONTHLY PERFORMANCE REVIEW

         A monthly review of performance  will be held between the SCT Executive
Director and the Client Contract Administrator. SCT (TMD) will notify Client, as
part of the monthly review  meeting,  of any  performance  variances and actions
planned  to  address  such  variances.  SCT (TMD)  will not be  responsible  for
variances from  performance  measurements  resulting from situations  beyond the
control of SCT (TMD).  If such variance is due to situations  within the control
of SCT  (TMD),  the SCT  Executive  Director  will be  required  to  provide  an
explanation  of those  variances  and plans to bring those  criteria  within the
Performance Levels.

         ANNUAL REVIEW

         SCT (TMD) will provide,  as part of its annual  report,  an analysis of
SCT (TMD)'s performance against the measurement  criteria set forth in this Part
VIII of Exhibit A.  Client  will  notify SCT (TMD) in  writing,  within ten (10)
business days after the annual review  meeting,  of any specific  areas in which
SCT (TMD)'s  performance is inconsistent  with the report. If Client fails to so
notify SCT (TMD) of any inconsistencies  within the ten (10) business days, such
performance will be deemed consistent with the report. If Client so notifies SCT
(TMD) of any  specific  areas of  inconsistency,  SCT  (TMD)  will have ten (10)
business  days  to  formally  respond  to  Client,   either  accepting  Client's
objections  or  providing  Client with  additional  information  supporting  SCT
(TMD)'s analysis.  In any event, SCT (TMD) will not be responsible for variances
from performance  measurements  resulting from situations  beyond the control of
SCT (TMD).  By mutual  agreement,  these may be  revised  to reflect  changes in
relevant  service  components  and  appropriate  performance   objectives.   The
Performance  Goal  identified  for  each  service  component  is that  level  of
performance  which SCT (TMD) will strive to attain.  The  Performance  Level for
each  service  component  is that level of  performance  which SCT (TMD)  should
consistently provide, in all material respects,  over an extended period of time
during the term of the Agreement.  In addition to the  performance  criteria set
forth below, each AWP will include,  as applicable,  standards,  such as program
schedules, against which SCT (TMD)'s performance of the tasks identified therein
can be measured.

         Management

         Timeliness of Status Reports:  Status reports will be provided  monthly
and annually.  Formats of status  reports will be mutually  agreed to by the SCT
Executive Director and the Client Contract Administrator.

         Performance Goal: 100% within one day of schedule
         Performance Level:         99% within one week of schedule

         Production Services

         Job  Turnaround:           Measures  the  timeliness  for  the  
processing of scheduled production batch jobs by SCT (TMD).

         Performance Goal: 95% within 24 hours
                                    100% within 48 hours
         Performance Level:         90% within 24 hours
                                    99% within 72 hours

         Timeliness of Reports:     Measures the  timeliness of the delivery of
centrally printed production reports to the end user departments where
appropriate.

         Performance Goal: 90% within 2 hours of scheduled delivery
         Performance Level:         90% within one business day


<PAGE>
         Change  Management:        Measures the  effectiveness  of  management
in planning  and  controlling  changes to the  production environment.

         Performance Goal:          99% of changes to the production environment
                                    will be processed and controlled  through a
                                    formal Change Management process

         Performance Level:         90% of changes to the production environment
                                    will be processed and controlled  through a 
                                    formal Change Management process

         Technical Services Support

         Systems Software Currency:  Measures the effectiveness of maintaining
Systems Software to appropriate levels of currency.

         Performance Goal:          Maintain all Systems Software components to
within two major vendor recommended releases of currency

         Performance Level:         Maintain all Systems Software components to
within three major vendor  recommended releases of currency

         Critical Problem  Resolution:  Measures the  effectiveness in providing
timely responses to reported Systems Software  problems which affect  production
system availability, to the extent SCT (TMD) receives support or resolution from
the Systems Software supplier.

         Performance Goal:          95% of problems are resolved within 2 hours
                                    of the receipt of the problem report

                                    99% of problems are resolved within 24 hours
                                    of the problem report

         Performance Level:         90% of problems are resolved within 24 hours
                                    of the receipt of the problem report
                                   
                                    99% of problems are resolved within 72 hours
                                    of the problem report

         Non-Critical   Problem   Resolution:   Measures  the  effectiveness  in
providing timely  responses to reported  Systems Software  problems which affect
production system performance or function but do not affect availability, to the
extent  SCT (TMD)  receives  support or  resolution  from the  Systems  Software
supplier.

         Performance Goal:          95% of problems are resolved within one week
                                    of the receipt of the problem report

                                    99% of problems are resolved within 30 days
                                    of the problem report

         Performance Level:         90% of problems are resolved within two
                                    weeks of the receipt of the problem report

                                    95% of problems are resolved within 60 days
                                    of the problem report


         Unscheduled Systems Software and Application Software Outages: Measures
the overall  effectiveness  of the change and problem  management  functions  in
limiting the frequency of production system outages caused by Systems Software.

         Performance Goal:    99% up time measured monthly against wall clock
         Performance Level:   97.5% up time measured monthly against wall clock

         Application Software

         Application  Software  Enhancements:  Measures the  effectiveness  of 
                                               completing  and  implementing
                                               requested and approved
                                               enhancements to Application 
                                               Software.

         Performance Goal:          95% completed within the approved schedule
                                    once final requirements have been approved

         Performance Level:         90% completed within 30 days of the approved
                                    schedule once final requirements have been 
                                    approved

         Application  Software  Maintenance:  Measures the effectiveness of 
                                              completing and implementing
                                              required maintenance to the 
                                              Application Software.

         Performance Goal:          95% completed within the approved schedule 
                                    once final requirements have been approved

         Performance Level:         95%  completed  within two weeks of the  
                                    required  schedule  once final  requirements
                                    have been approved

         Help Desk

         Responsiveness:  Measures the effectiveness of Level 1 support through
                          the percent of calls closed during the first call.

         Performance Goal:          80% closed during the first call
         Performance Level:         70% closed during the first call

         Technical  Support:  Measures  the  effectiveness  of the Level 2 
                              technical  support  through  the percent of calls
                              closed within a specific time-frame.

         Performance Goal: 90% closed within 24 hours of the call being 
                           forwarded to "level 2" status

         Performance Level:         80% closed within 24 hours of the call being
                                    forwarded to "level 2" status

<PAGE>
                                                          ATTACHMENT 1 TO

                                                             EXHIBIT A

                                                           (See attached)



<PAGE>



                                [GRAPHIC OMITTED]



<PAGE>



                                  EXHIBIT B(1)

 EXISTING SYSTEMS COMPONENTS FOR WHICH SCT (TMD) HAS OPERATIONAL RESPONSIBILITY


By not later than ninety (90) days after the  Commencement  Date, SCT (TMD) will
validate and update the list of the Systems  Components  installed and in use by
Client as of the Commencement  Date SCT (TMD)  acknowledges  receiving as of the
Effective Date, and which list is deemed  incorporated  herein by this reference
as fully as if written out below).  SCT (TMD) will formally  update Exhibit B(1)
as part of each AWP. Exhibit B(1) will be deemed amended to include each Systems
Component  for which SCT (TMD)  provides  Client  with a right of use during the
Term.  Without  limiting the foregoing,  SCT (TMD) will formally  update Exhibit
B(1) as part of each AWP.



<PAGE>


                                                            EXHIBIT B(2)

          REPLACEMENT SYSTEMS COMPONENTS FOR WHICH SCT (TMD) WILL HAVE
                           OPERATIONAL RESPONSIBILITY

Based on the following  budget  limitations,  SCT (TMD) will provide Client with
the right of use for the following substitutional Systems over the Term:

<TABLE>
                                                                       Amount


<S>                                                                 <C>       
Desktop Workstations                                                $  750,000

Local Area Network Servers                                          $  100,000


Desktop Software (including ADAGE Software peripheral               $  150,000
Systems)


ADAGE Software - Application Software                               $1,000,000


ADAGE Software Implementation [includes estimated travel            $1,350,000
and living expenses for SCT (MDS) implementation
personnel]
</TABLE>


As part of each AWP, SCT (TMD) will annually  update Exhibit B(2) by providing a
listing of all Systems  components for which SCT (TMD) has,  through the date of
such AWP, obtained a right of use for Client, and such updated Exhibit B(2) will
be deemed automatically incorporated into this Agreement.


<PAGE>


                                    EXHIBIT C

                         TRANSITIONED EMPLOYEE POSITIONS

<TABLE>

   Location                        Position                    FTE
<CAPTION>


<S>                      <C>                                   <C>
At Montezuma, GA         Network Administration                 1

At Tacoma, WA            Application Developer                  1
                         Computer Operator                      1
                         Enterprise Network Manager             1
                         Network Administrator                  1
                         Network Support Administrator          1
                         Network Technician                     2
                         Operations Supervisor                  1
                         Process Analyst                        1
                         Project Manager                        1
                         User Training Specialist               1

At Rochester, NY         Application Developer                  8
                         Computer Operator                      1
                         Dir. of Tech. Services Network         1
                         Dir. of Tech. & Development            1
                         Dir. of App. Tech. & Development       1
                         EDI/EC Specialist                      1
                         Network Administration                 2
                         Operations Supervisor                  1
                         PC Tech. Support Specialist            1
                         Process Analyst                        1
                         Project Manager                        3
                         Sr. Computer Operator                  1
                         Systems Programmer                     1
                         User Training Specialist               1

At Benton Harbor, MI    Network Administrator                   1
                                                               --
Total                                                          37
                                                               ==
</TABLE>

<PAGE>


                                                             EXHIBIT D


                                PAYMENT SCHEDULE


<TABLE>
Contract Year      Year 1       Year 2     Year 3      Year 4      Year 5     Year 6     Year 7     Year 8     Year 9      Year 10
<CAPTION>


<S>             <C>         <C>         <C>         <C>         <C>        <C>        <C>        <C>        <C>         <C>       
Annual Payment  $5,000,000  $5,200,000  $5,200,000  $5,200,000  $5,200,000 $5,200,000 $5,100,000 $4,849,000 $4,400,000  $4,400,000
</TABLE>


<TABLE>
Contract Year    Year 1     Year 2      Year 3     Year 4        Year 5     Year 6     Year 7      Year 8      Year 9     Year 10
<CAPTION>


<S>            <C>        <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>        <C>        
Labor Component$4,155,000 $3,893,000* $3,130,000* $2,526,000* $2,535,000* $2,440,000* $2,440,000* $2,410,000* $2,410,000*$2,410,000*


<FN>

*  Represents portion of Annual Payment that is subject to Cost of Living Adjustment, as provided for in Section 6.2 of Agreement.
</FN>
</TABLE>


<PAGE>



                                                            EXHIBIT D(1)

                                Excluded Expenses



      Data Processing costs associated with the support of equipment and Systems
not identified in Exhibits B(1) and B(2).

      License Fees and  maintenance  costs for the ADAGE  Software  (and related
     software  licensed under the License  Agreement) in excess of the number of
     concurrent users licensed in Exhibit 1 of the License Agreement.

      Costs associated with Curtice Burns retained positions.



<PAGE>



                                                            EXHIBIT D(2)

<TABLE>
                                INCLUDED EXPENSES



Contract Year      Year 1      Year 2    Year 3    Year 4     Year 5     Year 6     Year 7     Year 8     Year 9      Year 10
<CAPTION>


<S>             <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>       
Not to Exceed   $2,329,000 $1,734,000 $1,684,000 $1,043,000 $1,024,000 $1,025,000 $1,025,000 $1,026,000 $1,027,000  $1,022,000
Amount
</TABLE>


This Exhibit D(2) represents one component of the total cost of OnSite Services.
The  expenses  on this  Exhibit  D(2)  are  representative  of  data  processing
operating   costs  such  as,  but  not  limited  to,  the  following:   Hardware
maintenance,  supplies,  communications lines, technology refreshment,  etc. The
Included  Expenses  are  subject  to the  conditions  of  Section  6 under  this
Agreement.


<PAGE>



                                                             EXHIBIT E

                    UNSECURED EARLY TERMINATION FEE SCHEDULE


The Unsecured  Early  Termination  Fee will be prorated to the effective date of
termination.

<TABLE>
          Date                         Amount
<CAPTION>

<S>                                  <C>       
  As of the Effective Date           $  888,000

       June 29, 1998                 $  888,000

       June 29, 1999                 $1,763,000

       June 29, 2000                 $2,783,000

       June 29, 2001                 $2,995,000

       June 29, 2002                 $3,322,000

       June 29, 2003                 $3,418,000

       June 29, 2004                 $2,234,000

       June 29, 2005                 $1,227,000

       June 29, 2006                 $  624,000

       June 29, 2007                 $        0
</TABLE>

<PAGE>


                                                             EXHIBIT F

<TABLE>
           SECURED EARLY TERMINATION FEE SCHEDULE


           Date                      Amount
<CAPTION>

<S>                                <C>       
 As of the Effective Date          $3,700,000

      June 30, 1998                $4,300,000

      June 30, 1999                $3,600,000

      June 30, 2000                $2,500,000

      June 30, 2001                $1,200,00

      June 30, 2002                $       0
</TABLE>



<PAGE>


                                                             EXHIBIT G

                        DEVELOPED SOFTWARE LICENSE TERMS

SCT (TMD) grants Client a perpetual, non-exclusive,  non-transferable license to
use,  execute and copy as needed to use the Developed  Software,  in both object
code and source code form, at any locations and on any number of processors  and
related  peripherals,  all in accordance  with all other terms and conditions of
the Agreement.  Any rights not expressly granted in this Agreement are expressly
reserved.

         (1) Client will not disclose all or any part of the source code for the
Developed  Software to any person except:  (i) Client  employees with a "need to
know"; and (ii) consultants with a "need to know" who, prior to obtaining access
to  the   Developed   Software,   have  executed  a   non-disclosure   agreement
substantially in a form acceptable to SCT (TMD).

         (2) Client can copy the  documentation  for the  Developed  Software as
needed for its use in accordance with the terms of the Agreement.

         (3)  Client is  prohibited  from  causing  or  permitting  the  reverse
engineering, disassembly or decompilation of the Developed Software. Client will
not allow the Developed Software, in whole or in part, to be exported outside of
the United  States of  America,  in any manner or by any means,  without in each
instance  obtaining SCT (TMD)'s  prior  written  consent (such consent which SCT
(TMD) will not  unreasonably  withhold or delay) and, if  required,  a validated
export  license  from  the  Office  of  Export  Administration  within  the U.S.
Department of Commerce and such other  appropriate  United  States  governmental
authorities.

         (4) Client may modify,  improve,  enhance  and  compile  the  Developed
Software.  Client may develop  software  derivative of or  interfacing  with the
Developed Software.

         (5)  Client  is  prohibited  from  removing  or  altering  any  of  the
Intellectual  Property Rights notice(s)  embedded in or that SCT (TMD) otherwise
provides  with the  Developed  Software.  Client must  reproduce  the  unaltered
Intellectual  Property  Rights  notice(s) in any copies that Client makes of the
Developed Software.

         (6) Subject to the payment terms  provided for in this  Agreement,  the
provisions  of  the  license  granted  hereunder  and  all  related  rights  and
obligations,  will survive the term or  termination  of this  Agreement  for any
reason.