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                        ADVANTAGE PAYROLL SERVICES, INC.
                           ASSOCIATE LICENSE AGREEMENT

THIS AGREEMENT entered into this day of ____________, 20___ between ADVANTAGE
PAYROLL SERVICES, INC., a Delaware corporation with offices at 126 Merrow Road,
Auburn, Maine, 04211 (referred to as "we" or "us"), and ________________________
_____________________________________________________ (referred to as "you").

                                   WITNESSETH:

     We, as the result of the expenditure of time, skill, effort, and money,
have developed and own a unique and distinctive system ("System") relating to
the establishment and operation of an Advantage payroll business providing
payroll and other business related services including computerized payroll
calculation, payroll check issuance, weekly and monthly client reports, and
other services.

     The distinguishing characteristics of the System include centralized
payroll services, distinctive business image, signs, business cards and
letterhead; marketing of the services; distinctive uniform standards,
specifications, and procedures for operations; consistency and uniformity of
products and services offered; procedures for quality control; training and
assistance; and advertising and promotional programs; all of which may be
changed, improved, and further developed by us from time to time;

     We identify the System by means of certain trade names, service marks,
trademarks, logos, emblems, and indicia of origin, including the mark
"Advantage," and such other trade names, service marks, and trademarks as are
now designated (and may be designated by us in writing) for use in connection
with the System (referred to as "Proprietary Marks");

     We continue to develop, use, and control the use of such Proprietary Marks
in order to identify for the public the source of services and products we
market under the System, and to represent the System's high standards of
quality, appearance, and service;

     You desire to enter into the business of operating an Advantage Payroll
Services business under our System and wish to obtain a license from us for that
purpose, as well as to receive the training and other assistance we provide in
connection with the System;

     You understand and acknowledge the importance of our high standards of
quality, cleanliness, appearance, and service and the necessity of operating the
Licensed Business in conformity with our standards and specifications;

     In consideration of the undertakings and commitments of each party to the
other party as specified, we agree as follows:

I.   GRANT
     -----

     A.   We grant to you, upon the terms and conditions contained in this
          Agreement, the right, license and privilege, and you undertake the

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          obligation, to operate an Advantage Payroll Services business
          (referred to as the "Licensed Business") and to use solely in
          connection with the Proprietary Marks and the System, as they may be
          changed, improved and further developed from time to time, only at the
          approved location as provided in Section I.B.

     B.   The street address of the location approved under this Agreement is:
          ______________________________________________________________________
          ("Approved Location"). You may not relocate the Licensed Business
          without our express prior written consent.

     C.   You may sell and service new clients located within the geographic
          area specified in Attachment A (the "Protected Territory"). You may
          sell and service new clients located outside of the Protected
          Territory if they originate from referral sources located within the
          Protected Territory, but you may not establish a processing office
          located outside of the Protected Territory. Acceptable referral
          sources are specified in our Operations Manual. Further, you must
          restrict all marketing and promotional activity related to the
          Licensed Business to the Protected Territory. Therefore, you may not
          solicit business outside of the Protected Territory through the use of
          an 800 number, the Internet, catalogue, direct mail, telemarketing or
          any other advertising method. If a new client is sold in the protected
          territory of another Advantage Payroll Services Franchise Owner, the
          Franchise Owner in whose territory the client is sold is entitled to a
          percentage override as specified in our Operations Manual.

     D.   During the term of this Agreement, without your prior written consent,
          we will not establish, or license another person to establish, an
          Advantage Payroll Services business under the System within the
          Protected Territory, or directly process new payroll clients located
          within the Protected Territory, except as specified in Sections I.E
          and I.F below.

     E.   You must add at least an average of 25 net new payroll clients per
          quarter to the Licensed Business in every 2 successive calendar
          quarters. If you fail to do so, we may terminate this Agreement under
          Section XIII.B. In the alternative, we may, in our absolute
          discretion, modify the Protected Territory, directly solicit and
          process new clients in the Protected Territory, assign one or more
          additional associates to service clients located within the Protected
          Territory, and/or require you to participate in a sales management
          program approved by us.

     F.   We retain the right to develop, use and license the use of, within or
          outside of the Protected Territory, marks other than the proprietary
          marks for the sale of similar or different products or services,
          including without limitation the sale of payroll and/or accounting
          software, on any terms and conditions we may deem advisable, to
          payroll clients or non-client businesses, without

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          offering you the right to participate or compensating you for any sale
          in the Protected Territory.

          We retain the right to sell products and services similar to those
          authorized to be sold by the Licensed Business, using the Proprietary
          Marks, through dissimilar channels of distribution (including, without
          limitation, the Internet, private label and National or Regional
          Accounts), on any terms we deem appropriate, within or outside of the
          Protected Territory, without offering you the right to participate or
          compensating you for any sales in the Territory.

          We reserve the right to directly service "existing payroll clients,"
          as that term is defined in Attachment D, located within the Protected
          Territory. We reserve the right to enter into new contracts to
          directly service new payroll clients located within the Protected
          Territory where such new client contracts result from referral sources
          or contracts involving 10 or more new clients located within or
          outside the Protected Territory and added at substantially the same
          time. We reserve the right to enter into new contracts to directly
          service new clients located within the Protected Territory with 300 or
          more employees.

          We reserve the right to establish other systems involving similar or
          different products or services, under marks other than the Proprietary
          Marks, and to establish company-owned or franchised outlets for those
          other systems within and outside of the Protected Territory.

II.  TERM AND RENEWAL
     ----------------

     A.   Except as otherwise provided, the term of this Agreement will expire
          10 years from the date of execution of the License Agreement.

     B.   You may, at your option, renew this Agreement for 1 additional term of
          10 years, subject to the following conditions which must be met before
          renewal:

          1.   You must give us written notice of your election to renew not
               less than 6 months nor more than 12 months before the end of the
               initial term;

          2.   You must make or provide for, in a manner satisfactory to us,
               renovation and modernization of the equipment and premises as we
               may reasonably require, including renovation of signs, computers,
               furnishings, fixtures, and decor, to reflect the then-current
               standards and image of the System;

          3.   You must not be in default of any provision, amendment or
               successor of this Agreement, or any other agreement between you
               and us or our subsidiaries and affiliates; and you must have
               substantially complied with all the items and conditions of such
               agreements during the terms of such Agreement(s);

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          4.   You must have satisfied all monetary obligations owed by you to
               us and our subsidiaries and affiliates and will have timely met
               those obligations throughout the term of this Agreement;

          5.   You must execute our then-current form of renewal license
               agreement, which agreement will supersede this Agreement in all
               respects, and the terms of which may differ from the terms of
               this Agreement, including a higher fee for company services.

          6.   You must execute a general release, in a form prescribed by us,
               of any and all claims against us and our subsidiaries and
               affiliates, and their respective officers, directors, agents, and
               employees.

          7.   You must comply with our then-current qualification and training
               requirements.

III. DUTIES OF COMPANY
     -----------------

          A.   We will provide a two-week initial training program in Auburn,
               Maine, or other designated training facility, as well as a
               one-week field sales training program in an existing market of
               our choice, for you (or, if you are a corporation or partnership,
               for a principal of yours) and to your designated manager, and
               will make available such other training programs as we deem
               appropriate. All training provided by us will be subject to the
               terms specified in Section V.D. of this Agreement. By mutual
               agreement, training may be divided into two or more sessions and
               may be completed after you have commenced operations.

          B.   We will provide continuing advisory assistance to you in the
               operation, advertising, and promotion of the Licensed Business as
               we deem advisable.

          C.   We will also provide refresher training programs for you (or, if
               you are a corporation or partnership, for a principal of yours)
               and to your manager as we deem appropriate. All refresher
               training programs provided by us will be subject to the terms
               specified in Section V.D. of this Agreement.

          D.   We will have the right to review and approve or disapprove all
               advertising and promotional materials which you propose to use.

          E.   We will provide you, on loan, one copy of the Operations Manual
               (referred to as "Manual"), as more fully described in Section
               VII.

          F.   We will provide you, from time to time, as we deem appropriate,
               advice and written materials concerning techniques of managing
               and operating the Licensed Business, including new developments
               and improvements in your computerized equipment and software.

          G.   We will establish a banking relationship with a financial
               institution of our own choosing in order to provide banking
               services related to System services provided in the Protected
               Territory.

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     H.   We will seek to maintain the high standards of quality, appearance,
          and service of the System, and to that end shall conduct, as we deem
          advisable, inspections of the Licensed Business and evaluations of the
          products and services rendered. We reserve the right to contact any of
          your clients directly for any reason that we deem appropriate.

     I.   We will provide two bonus programs for you. Under the Starter Bonus
          Program, we will pay to you a one-time bonus of $5 per employee up to
          $75 per client for each new client processed during your first twelve
          months in operation. The Starter Bonus is limited to the first ten
          clients of a group of ten or more clients that are added at the same
          time, or substantially the same time, resulting from a single contact
          or acquisition. Under the Perfect Conversion Program, a bonus of up to
          $27.50 per client is available to you for prompt collection and
          transmittal to Our Tax Department of certain historical wage and tax
          data regarding new clients that have been converted to the Advantage
          System.

     J.   All of our obligations under this Agreement are to you, and no other
          party is entitled to rely on, enforce, or obtain relief for breach of
          such obligation, either directly or by subrogation.

IV.  FEES AND ASSOCIATE PAYMENTS
     ---------------------------

     A.   You must pay to us an initial license fee of $25,000 upon execution of
          this Agreement. Alternatively, you may pay a percentage of the initial
          license fee which will be due upon execution of this agreement
          (receipt of which is acknowledged by us) and the balance may, at the
          at our sole discretion, be financed over a period of 4 years, on terms
          specified in the promissory note attached as Attachment B. The initial
          license fee will be deemed fully earned and non-refundable in
          consideration of administrative and other expenses incurred by us in
          granting this license and for our lost or deferred opportunity to
          license others.

     B.   During the term of this Agreement, we will forward to you gross
          receipts less fees charged on the work performed for your clients.
          Gross receipts are collected by us for services provided to your
          clients and net receipts are remitted by us to you. Your net receipts
          are calculated by deducting from gross receipts certain fees and
          charges, payments, price concessions, or other consideration furnished
          to any endorser approved on a System wide basis, who referred a client
          to us or you. A schedule of current fees and charges is specified in
          the Operations Manual. It is the express understanding of the parties
          that such fees and charges specified in the Operations Manual may
          change in our sole discretion upon 30 day's written notice to you.

     C.   If any national advertising fund for the System is established by us,
          we will contribute, for use by such fund, a sum we will determine. The
          national

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          advertising fund will be maintained and administered by us as provided
          in Section X.B.

     D.   All payments required by this Section IV. will be reported to you on a
          regular basis.

     E.   As used in this Agreement, "gross receipts" will include all revenue
          from the sale of all products and performance of services to your
          clients and income of every kind and nature related to the Licensed
          Business; provided, however, that "gross receipts" will not include
          any sales taxes or other taxes collected from customers by you for
          transmittal to the appropriate taxing authority. In computing gross
          receipts, we will deduct the amount of cash refunds to, and revenues
          on voided payroll checks by, clients, provided such amounts have been
          included in sales.

     F.   The cost of note payments, marketing supplies and other obligations of
          yours to us may be deducted from required payments to you.

V.   DUTIES OF ASSOCIATE
     -------------------

     A.   You understand and acknowledge that every detail of the Licensed
          Business is important to you, us, and other associates in order to
          maintain high and uniform operating standards, to increase the demand
          for the products and services sold by all associates, and to protect
          our reputation and goodwill.

     B.   A Franchise Owner operating as a corporation must comply, except as
          otherwise approved in writing by us, with the requirements specified
          in Section XII.C. of this Agreement, and with the following
          requirements throughout the term of this Agreement:

          1.   You must furnish us with your Articles of Incorporation, Bylaws,
               other governing documents, and any other documents we may
               reasonable request, and any other related amendments.
          2.   You must confine your activities to operating the Licensed
               Business, and your governing documents, if any, must at all times
               provide that your activities are confined exclusively to
               operating the Licensed Business.
          3.   You must maintain stop transfer instructions against the transfer
               on your records of any equity securities; and must issue no
               securities upon the face of which the following printed legend
               does not legibly and conspicuously appear:

               "The transfer of this stock is subject to the terms and
               conditions of a license agreement with Advantage Payroll
               Services, Inc. dated __________. Reference is made to the
               provisions of the said License Agreement and to the Articles and
               Bylaws of this Corporation."

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          4.   You must maintain a current list of all owners of record and all
               beneficial owners of any class of your voting stock and must
               furnish the list to us upon request.

     C.   A Franchise Owner which is a partnership must comply, except as
          otherwise approved in writing by us, with the following requirements
          throughout the term of this Agreement:

          1.   You must furnish us with your partnership agreement as well as
               such other documents as we may reasonably request, and any other
               related amendments.
          2.   You must prepare and furnish to us, upon request, a list of all
               general and limited partners in said partnership.

     D.   Before your commencement of the Licensed Business, you (or, if you are
          a corporation or partnership, a principal of yours) and/or your
          designated manager, must complete, to our satisfaction, all
          pre-training responsibilities identified by us, including but not
          limited to, the procurement of suitable office space, equipment and
          supplies, telephone service and local market research as well as the
          initial training program offered by us. At our option, any persons
          subsequently employed by you in the position of manager must also
          complete to our satisfaction the initial training program. You, your
          designated manager, and other employees must also attend such
          refresher courses, seminars, and other training programs as we may
          reasonably require from time to time. At our sole discretion, based
          upon your quality of performance, you or your manager may be required
          to attend special training sessions, and may be assessed a training
          fee for such special training sessions. We will provide instructors
          and training materials for all required training programs; and you or
          your employees will be responsible for all other expenses incurred by
          you in connection with any training programs, including the cost of
          transportation, lodging, meals, and wages. The initial training
          program will be approximately three weeks in duration and will take
          place at our headquarters in Auburn, Maine, in an existing market of
          our choice or such other locations as we, in our sole discretion, may
          designate. By mutual agreement between us and you, initial training
          may be divided into two or more sessions and may be completed after
          you have commenced operations.

     E.   You must use the Licensed Business premises solely for the operation
          of the Licensed Business; keep the business open and in normal
          operation for such minimum hours and days as we may from time to time
          specify in the Manual or as we may otherwise approve in writing
          (subject to local ordinances or lease restrictions, if any); and
          refrain from using or permitting the use of the premises for any other
          purpose or activity at any time without first obtaining our written
          consent.

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     F.   You must maintain the furniture, fixtures, computers, printers and
          other equipment in a high degree of repair, and condition; and must
          make such additions, alterations, repairs, and replacements (but no
          others without our prior written consent) as may be required for that
          purpose, including such periodic repainting, repairing, and replacing
          of obsolete signs, fixtures, and furnishings as we may reasonably
          direct.

     G.   You must, at your own expense, comply with all applicable laws,
          ordinances, and regulations of municipal, county, state, or federal
          authority.

     H.   You must maintain all premises and adjacent areas at your Approved
          Location in a clean and neat manner.

     I.   At our request, which will not be more often than once every 5 years,
          you must refurbish the furniture, fixtures, computers, printers and
          other equipment at your expense, to conform to the trade dress, color
          schemes, and presentation of trademarks and service marks consistent
          with our then-current public image, including remodeling,
          redecoration, and modifications to existing improvements.

     J.   You must operate the Licensed Business in strict conformity with such
          methods, standards, and specifications as we may from time to time
          prescribe in the Manual or otherwise in writing, to insure that the
          highest degree of quality and service is uniformly maintained. You
          agree:

          1.   To actively promote and sell or refer any and all products and
               services authorized by us as part of the System.
          2.   To maintain in sufficient supply, and use at all times, only such
               equipment, materials, supplies, and methods of service as conform
               to our standards and specifications; and to refrain from
               deviating by using non-conforming items or methods without our
               prior written consent;
          3.   To purchase and install, at your expense, all fixtures,
               furnishings, signs, and equipment as we may reasonably direct
               from time to time in the Manual or otherwise in writing; and to
               refrain from installing or permitting to be installed on or about
               the Licensed Business premises, without our prior written
               consent, any fixtures, furnishings, signs, equipment, or other
               improvements not previously approved as meeting our standards and
               specifications;
          4.   To comply with all Disaster Recovery requirements including all
               hardware and software maintenance agreements as specified in the
               Manual; and
          5.   To comply with all applicable federal, state, and local laws,
               rules, and regulations with respect to any employees.

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     K.   We will have the right to require that certain equipment, computers,
          computer software, fixtures, furnishings, blank checks, data
          processing supplies, signs, office supplies, and other products and
          materials required for the operation of the Licensed Business be
          purchased solely from suppliers (including manufacturers,
          distributors, and other sources), who demonstrate, to our continuing
          reasonable satisfaction, the ability to meet our then-current
          standards and specifications for such items; who possess adequate
          quality controls and capacity to supply your needs promptly and
          reliably; and who have first been approved in writing by us and not
          disapproved. If you desire to purchase any item from an unapproved
          supplier, you must submit to us a written request for such approval,
          and have such supplier acknowledge in writing that you are an
          independent entity from us and that we are not liable for debts
          incurred by you. We will have the right to require that our
          representatives be permitted to inspect the supplier's facilities, and
          that samples from the supplier be delivered, at our option, either to
          us or to an independent, certified laboratory designated by us for
          testing. A charge not to exceed the reasonable cost of the inspection
          and the actual cost of the test shall be paid by you or the supplier.
          We may also require that the supplier comply with such other
          reasonable requirements as we may deem appropriate, including payment
          of reasonable continuing inspection fees and administrative costs. We
          reserve the right, at our option, to re-inspect the facilities and
          products of any such approved supplier and to revoke our approval upon
          the supplier's failure to continue to meet any of our then-current
          criteria.

     L.   You must grant us and our agents the right to enter upon the Licensed
          Business premises at any reasonable time to inspect, photograph, or
          videotape the premises, equipment, and operations to insure compliance
          with all requirements of this Agreement; cooperate with our
          representatives in such inspections by rendering such assistance as
          they may reasonably request; and, upon reasonable notice from us or
          our agents, and without limiting our other rights under this
          Agreement, take such steps as may be necessary to correct immediately
          the deficiencies detected during any such inspection, including
          immediately desisting from the further use of any equipment,
          advertising materials, products, or supplies that do not conform with
          our then-current specifications, standards, or requirements.

     M.   You must not engage in any trade practice or other activity which is
          harmful to the goodwill or reflects unfavorably on your or our
          reputation, for that of the Advantage System, the Licensed Business,
          or the services offered thereat, or constitutes deceptive or unfair
          competition or otherwise is in violation of any applicable laws.

     N.   You must arrange to use an answering machine, an answering service, a
          paging service and/or other message system, acceptable to us, to field
          and respond to business phone calls during normal business hours
          within 2 hours of the call being received.

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     O.   You must commit to having a fully staffed office during normal
          business hours by the time you are servicing 35 active clients.

     P.   You must subscribe to an Internet Service Provider which offers
          standardized Internet protocols, and must be capable at all times
          (subject to circumstances beyond your control) of receiving and
          sending email.

     Q.   During the first 6 months, you must comply, participate and otherwise
          conform with our Sales Management Program as outlined in the Manual.

     R.   You must maintain a quality client retention rate of at least 90%
          during the term of this Agreement. If you fall below a quality client
          retention rate of 90% in any period of 4 successive calendar months,
          and fail to cure (as provided in Section XIII below), we may pursue
          the remedial action described in Section XIII below.

          As used in this Agreement, "quality client retention rate" means the
          percentage of your clients that you actually retain compared to the
          total number of clients that you reasonably could have retained, in
          our judgment, by providing them with sufficient quality service. We
          measure this rate by asking your former clients why they stopped doing
          business with you.

VI.  PROPRIETARY MARKS AND COMPUTER SOFTWARE
     ---------------------------------------

     A.   We represent with respect to the Proprietary Marks that:

          1.   We are the owner of the Proprietary Marks.
          2.   We have taken and will take all steps reasonably necessary to
               preserve and protect the ownership and validity in and of the
               Proprietary Marks.
          3.   We will permit you and other associates to use the Proprietary
               Marks only in accordance with the System and the standards and
               specifications attendant thereto which underlie the goodwill
               associated with and symbolized by the Proprietary Marks.

     B.   With respect to your licensed use of the Proprietary Marks pursuant to
          this Agreement, you agree that:

          1.   You must use only the Proprietary Marks designated by us, and
               must use them only in the manner authorized and permitted by us.
          2.   You must use the Proprietary Marks only for the operation of the
               Licensed Business and only at the approved location authorized,
               or in advertising for the business conducted at or from the
               approved location.

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          3.   Unless otherwise authorized or required by us, you must operate
               and advertise the Licensed Business only under the name
               "Advantage Payroll Services" without prefix or suffix.
          4.   During the term of this Agreement and any renewal, you must
               identify yourself as the owner of the Licensed Business in
               conjunction with any use of the Proprietary Marks, including, but
               not limited to, on invoices, order forms, receipts, and
               contracts, as well as at such conspicuous locations on the
               premises of the Licensed Business as we may designate in writing.
               The form and content of such identification must comply with
               standards specified in the Manual.
          5.   Your right to use the Proprietary Marks is limited to such uses
               as are authorized under this Agreement, and any unauthorized use
               will constitute an infringement of our rights.
          6.   You must not use the Proprietary Marks to incur any obligation or
               indebtedness on our behalf.
          7.   You must not use the Proprietary Marks as part of your corporate
               or other legal name.
          8.   You must comply with our instructions in filing and maintaining
               requisite trade name or fictitious name registrations, and must
               execute any documents deemed necessary by us or our counsel to
               obtain protection for the Proprietary Marks or to maintain their
               continued validity and enforceability.
          9.   In the event that litigation involving the Proprietary Marks is
               instituted or threatened against you, you must promptly notify us
               and must cooperate fully in defending or settling such
               litigation.

     C.   You expressly understand and acknowledge that:

          1.   We are the exclusive owner of all right and interest in and to
               the Proprietary Marks and the goodwill associated with and
               symbolized by them;
          2.   The Proprietary Marks are valid and serve to identify the System
               and those who are authorized to operate under the System.
          3.   You must not directly or indirectly contest the validity or our
               ownership of the Proprietary Marks.
          4.   Your use of the Proprietary Marks pursuant to this Agreement does
               not give you any ownership interest or other interest in or to
               the Proprietary Marks, except the license granted by this
               Agreement.
          5.   Any and all goodwill arising from your use of the Proprietary
               Marks in its licensed operation under the System will inure
               solely and exclusively to our benefit, and upon expiration or
               termination of this Agreement and the license granted, no
               monetary amount will be assigned as attributable to any goodwill
               associated with your use of the System or the Proprietary Marks.
          6.   The right and license of the Proprietary Marks granted to you is
               nonexclusive, and thus we have and retain the rights, among
               others:

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               a.   To use the Proprietary Marks ourselves in connection with
                    selling products and services;
               b.   To grant other licenses for the Proprietary Marks, in
                    addition to those licenses already granted to existing
                    Associates;
               c.   To develop and establish other non-competing systems using
                    the same or similar Proprietary Marks, or any other
                    proprietary marks, and to grant licenses or licenses without
                    providing any rights to you.

          7.   We reserve the right to substitute different Proprietary Marks
               for use in identifying the System and the businesses if our
               currently owned Proprietary Marks no longer can be used, or if
               we, in our sole discretion, determine that substitution of
               different Proprietary Marks will be beneficial to the System.

     D.   With respect to the proprietary  computer software licensed to you
          pursuant to this Agreement (the "licensed software"), we represent
          that:

          1.   We are the owner or licensee of all right, title and interest in
               and to the licensed software which is made available to you to
               enable your computer to perform electronic management information
               data collection and payroll services; and such other software
               programs as are now designated and may be designated in the
               future by us for use in connection with the System.
          2.   We will permit you and your transferees to use the licensed
               software only so long as the nature and quality of the goods sold
               and services rendered under the licensed software meet such
               quality control standards and specifications as we may specify in
               writing from time to time.

     E.   With respect to your use of the licensed software, you agree that:

          1.   Any and all goodwill arising from use of the licensed software by
               you and your transferees will inure exclusively to our benefit.
               You agree that during the term of this Agreement and after the
               expiration or termination of this Agreement, you will not
               directly or indirectly contest or aid in contesting the validity
               or ownership of the licensed software, or take any action
               whatsoever in derogation of our claimed rights therein.
          2.   You must adopt and use the licensed software solely in connection
               with the operation of the business licensed.
          3.   You must execute all documents requested by us or our counsel
               that are necessary to obtain protection of the licensed software
               or to maintain their continued validity or enforceability, and to
               take no action that would jeopardize the validity or
               enforceability thereof.

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     F.   You expressly understand and acknowledge that:

          1.   The licensed software is integral and of the essence to this
               Agreement.
          2.   You must at all times treat the licensed software, and the
               information contained therein, as confidential, and must use all
               reasonable efforts to maintain such information as secret and
               confidential.
          3.   You must not at any time copy, duplicate, tamper with, record, or
               otherwise reproduce the licensed software, in whole or in part,
               except as directed by us in the Manual or otherwise in writing,
               nor otherwise make the same available to any unauthorized person.
          4.   You further acknowledge that any failure to comply with the
               requirements of this Section will cause us irreparable injury,
               and you consent to the entry of an injunction against it to avoid
               such irreparable injury from transpiring, and further agree to
               pay all court costs and reasonable attorney's fees incurred by us
               in obtaining specific performance of, or an injunction against
               violation of, the requirements of this Section.

     VII. ASSOCIATE OPERATIONS MANUAL
          ---------------------------

          A.   In order to protect our reputation and goodwill and to maintain
               high standards of operation under our Proprietary Marks, you must
               conduct your business in accordance with the Manual, one copy of
               which you acknowledge having received on loan from us for the
               term of this Agreement.

          B.   You must at all times treat the Manual, any other manuals created
               for or approved for use in the operation of the Licensed
               Business, and the information contained in them, as confidential
               and must use all reasonable efforts to maintain such information
               as secret and confidential. You must not at any time copy,
               duplicate, record, or otherwise reproduce the confidential
               materials, in whole or in part, nor otherwise make the same
               available to any unauthorized person.

          C.   The Manual must at all times remain our sole property and must at
               all times be kept in a secure place on the Licensed Business
               premises.

          D.   We may from time to time revise the contents of the Manual, and
               you expressly agree to comply with each new or changed standard.

          E.   You must at all times insure that your copy of the Manual is kept
               current and up-to-date; and, in the event of any dispute as to
               the contents of the Manual, the terms of the master copy of the
               Manual maintained by us at our headquarters will be controlling.

                                       13


<PAGE>

VIII.CONFIDENTIAL INFORMATION
     ------------------------

     A.   You must not, during the term of this Agreement or thereafter,
          communicate, divulge, or use for the benefit of any other person,
          persons, partnership, association, or corporation any confidential
          information, knowledge, or know-how concerning the methods of
          operation of the business licensed hereunder which may be communicated
          to you or of which you may be apprised by virtue of your operation
          under the terms of this Agreement. You must divulge such confidential
          information only to such of your employees who must have access to it
          in order to operate the Licensed Business. Any and all information,
          knowledge, know-how, and techniques which we designate as confidential
          must be deemed confidential for purposes of this Agreement, except
          information which you can demonstrate came to your attention prior to
          disclosure by us; or which, at or after the time of disclosure by us
          to you, had become or later becomes a part of the public domain,
          through publication or communication by others.

     B.   At our request, you must require your managers and any other personnel
          having access to any confidential information from us to execute
          covenants that they will maintain the confidentiality of information
          they receive in connection with their employment by you at the
          Licensed Business. Such covenants must be in a form satisfactory to
          us, including the specific identification of us as a third party
          beneficiary of such covenants with the independent right to enforce
          them.

     C.   You acknowledge that any failure to comply with the requirements of
          this Section VIII. will cause us irreparable injury, and you agree to
          pay all court costs and reasonable attorney's fees we incur in
          obtaining specific performance of, or an injunction against violation
          of, the requirements of this Section VIII.

IX.  ACCOUNTING AND RECORDS
     ----------------------

     A.   You must maintain during the term of this Agreement, and must preserve
          for at least 3 years from the dates of their preparation, full,
          complete, and accurate books, records, and accounts in accordance with
          generally accepted accounting principles and in the form and manner
          prescribed by us from time to time in the Manual or otherwise in
          writing.

                                       14




<PAGE>

     B.   You must submit to us such weekly, monthly, quarterly, and annual
          financial and sales information relating to the Licensed Business, and
          such other data or information as we may require. We will specify the
          information required in the Manual.

     C.   You must, upon our request and at your expense, provide us with a
          profit and loss statement and balance sheet, accompanied by a review
          report prepared by an independent certified public accountant we find
          satisfactory, within 90 days after the end of each fiscal year during
          the term of the Licensed Business, showing the results of operations
          of the Licensed Business during said fiscal year.

     D.   You must also submit to us for review or auditing, such other forms,
          reports, records, information, and data as we may reasonably
          designate, in the form and at the times and places we reasonably
          require, upon request and as specified from time to time in the Manual
          or otherwise in writing.

     E.   We or our designated agents will have the right, at all reasonable
          times, to examine and copy, at our expense, the books, records, and
          tax returns of the Licensed Business.

X.   ADVERTISING
     -----------

     Recognizing the value of advertising and the importance of the
     standardization of advertising programs to the furtherance of the goodwill
     and public image of the System, the parties agree as follows:

     A.   All advertising and promotion by you in any manner or medium will be
          conducted in a dignified manner and must conform to such standards and
          requirements as are specified by us. You must submit to us (through
          the mail, return receipt requested), for our prior approval (except
          with respect to prices to be charged), samples of all advertising and
          promotional plans and materials that you desire to use and which have
          not been prepared or previously approved by us. If written disapproval
          is not received by you from us within 10 days of the date of our
          receipt of such samples or materials, we will be deemed to have given
          the required approval. You must display the Proprietary Marks in the
          manner we prescribe on all signs and all other advertising and
          promotional materials used in connection with the Licensed Business.

     B.   You agree that we will have the right, in our sole discretion, to
          establish a fund for national advertising (referred to as the
          "National Fund") for the System. In the event that the National Fund
          is established, the parties agree that the National Fund will be
          maintained and administered by us, or our designee, as follows:

                                       15

<PAGE>

          1.   We, or our designee will direct all advertising and/or
               promotional programs with sole discretion over the concepts,
               materials, and media used in the placement and allocation of such
               programs. You agree and acknowledge that the National Fund is
               intended to maximize general public recognition, acceptance, and
               the use of the Proprietary Marks for the benefit of all
               associates within the System, and that we or our designee are not
               obligated, in administering the National Fund, to ensure that any
               particular Associate benefits directly or pro rata from
               expenditures by the National Fund.
          2.   As provided in Section IV.C, we will make contributions to the
               National Fund in an amount determined by us.
          3.   The National Fund, including all contributions and any earnings,
               will be used exclusively to meet any and all costs of
               maintaining, administering, researching, directing, and preparing
               advertising and/or promotional activities (including, among other
               things, the cost of preparing and conducting television, radio,
               magazine, and newspaper advertising campaigns; direct mail and
               outdoor billboard advertising; marketing surveys and other public
               relations activities; use of advertising agencies to assist
               therein; and promotional brochures and other marketing materials
               for Advantage licensed businesses operated under the System.)
          4.   All contributions made by us to the National Fund will be
               maintained in an account separate from our other monies and will
               not be used to defray any of our expenses, except for such
               reasonable administrative costs and overhead as we may incur in
               activities reasonably related to the administration or direction
               of the National Fund and advertising programs for Associates and
               the System. The National Fund and its earning shall not otherwise
               inure to our benefit. We or our designee will maintain separate
               bookkeeping accounts for the National Fund.
          5.   It is anticipated that all contributions to and earning of the
               National Fund will be expended for advertising and/or promotional
               purposes during the taxable year within which the contributions
               and earning are received. If, however, excess amounts remain in
               the National Fund at the end of such taxable year, all
               expenditures in the following taxable year(s) will be made first
               out of accumulated earnings from previous years, next out of
               earnings in the current year, and finally from contributions.
          6.   The National Fund is not and will not be an asset of our Company
               or our designees. A statement of the operations of the National
               Fund will be made available to you upon written request.
          7.   Although the National Fund is intended to be of perpetual
               duration, we maintain the right to terminate the National Fund.
               The National Fund will not be terminated, however, until all
               monies in the National Fund have been expended for advertising
               and/or promotional purposes or returned to the general funds of
               the Company.

                                       16

<PAGE>

     C.   You agree that we will have the right, in our discretion, to designate
          any geographical area (such as Areas of Dominant Influence ("ADI's"),
          as defined by Arbitron on an annual basis) for purposes of
          establishing a regional advertising cooperative (referred to as
          "Cooperative"). If a Cooperative has been established applicable to
          the Licensed Business at the time you commence operations, you must
          immediately become a member of such Cooperative and must execute an
          advertising cooperative agreement prepared by us. If a Cooperative
          applicable to the Licensed Business is established at any later time
          during the term of this Agreement, you must become a member of such
          Cooperative no later than 30 days after the date on which the
          Cooperative commences operation. In no event will you be required to
          be a member of more than one cooperative. The following provisions
          will apply to each Cooperative:

          1.   Each Cooperative will be organized and governed in a form and
               manner, and will commence operation on a date, approved in
               advance by us in writing.

               a.   Each Cooperative will be organized for the exclusive purpose
                    of administering regional advertising programs and
                    developing, subject to our approval, standardized
                    promotional materials for use by members in local
                    advertising.
               b.   No advertising or promotional plans or materials may be used
                    by a Cooperative or furnished to its members without our
                    prior approval. All such plans and materials shall be
                    submitted to us in accordance with the procedure specified
                    in Section X.A.
               c.   Each Cooperative will have the right to require its members
                    to make contributions to the Cooperative in such amounts as
                    are determined by the Cooperative; provided, however, that
                    you will not be required to contribute to a Cooperative more
                    than 5% of your monthly net receipts.
               d.   You must submit to the Cooperative, no later than the 20th
                    day of each month, for the preceding calendar month, your
                    contribution as provided in Section X.C.1.c, together with
                    such other statements or reports as may be required by us or
                    by the Cooperative with our prior written approval.

          2.   We, in our sole discretion, may grant to any Franchise Owner an
               exemption for any length of time from the requirement of
               membership in a Cooperative, upon written request of such
               Franchise Owner stating reasons supporting such exemption. Our
               decision concerning such request for exemption will be final.

                                       17

<PAGE>

     D.   You will have the right to sell your products and offer services at
          any price you may determine, and will in no way be bound by any price
          which we may recommend or suggest.

XI.  INSURANCE
     ---------

     A.   We do not require, but strongly recommend, that you maintain
          insurance. We recommend the following insurance be maintained by you
          at all times:

          1.   Comprehensive general liability insurance, including personal
               injury, errors and omissions liability, completed operations,
               contractual liability, and products liability, as well as
               comprehensive automobile liability coverage for both owned and
               non-owned vehicles,
          2.   Property damage liability insurance.
          3.   Fire, vandalism, and extended coverage insurance with primary and
               excess limits of not less than the full replacement value of the
               Licensed Business premises and its furniture, fixtures, and
               equipment.
          4.   Employer's liability, workers' compensation, and such other
               insurance as may be required by statute or rule of the state or
               locality in which the Licensed Business is located and operated.

     B.   In connection with any construction, renovation, refurbishment, or
          remodeling of the Licensed Business, you should consider requiring the
          general contractor to maintain with a reputable insurer comprehensive
          general liability insurance (with comprehensive automobile liability
          coverage for both owned and non-owned vehicles, builder's risk,
          private liability, and independent contractors coverage), and workers'
          compensation and employer's liability insurance as may be required by
          law.

     C.   Your maintenance of insurance will not relieve you of liability under
          the indemnity provisions specified in Section XVII.C. of this
          Agreement.

XII. TRANSFER OF INTEREST
     --------------------

     A.   Transfer by Company:
          -------------------

     1.   We will have the right to transfer or assign all or any part of our
          rights or obligations to any person or legal entity.

                                       18

<PAGE>

     B.   Transfer by Associate:
          ---------------------

          1.   You understand and acknowledge that the rights and duties set
               forth in this Agreement are personal to you, and that we have
               granted this Agreement in reliance on your business skill,
               financial capacity, and personal character. Accordingly, neither
               you nor any immediate or remote successor to any part of your
               interest in this license or the Licensed Business or its clients,
               nor any individual, partnership, corporation, or other legal
               entity which directly or indirectly owns any interest in this
               license or the Licensed Business or its clients, shall sell,
               assign, transfer, convey, give away, pledge, mortgage, or
               otherwise encumber any direct or indirect interest in this
               license or the Licensed Business or its clients (including any
               direct or indirect interest in a corporate or partnership
               Associate) without our prior written consent; provided, however,
               that we will not consent to any sale, assignment, transfer,
               conveyance, gift, pledge, mortgage, or other encumbrance of any
               direct or indirect interest to a competitor of the System as
               reasonably defined by us; but further provided, however, that our
               consent will not be required for a transfer of an interest in a
               publicly-held corporation. The term "publicly-held corporation"
               as used in this Agreement means a corporation registered under
               the Securities Exchange Act of 1934. Any purported assignment or
               transfer, by operation of law or otherwise, not having our
               written consent required by this Section XII.B.1. will be null
               and void and will constitute a material breach of this Agreement,
               for which we may then terminate without opportunity to cure
               pursuant to Section XIII.B.4. of this Agreement.

          2.   We will not unreasonably withhold our consent to a transfer of
               any interest in this license or in the Licensed Business or its
               clients; provided, however, that if a transfer, alone or together
               with other previous, simultaneous, or proposed transfers, would
               have the effect of transferring a controlling interest in the
               Licensed Business, we may, in our sole discretion, require any or
               all of the following as conditions of our approval:

               a.   All of your accrued monetary obligations and all other
                    outstanding obligations to us, our subsidiaries, and our
                    affiliates must have been satisfied;
               b.   You are not in default of any provision of this Agreement,
                    any amendment hereof or successor hereto, or any other
                    agreement between you and us, or our subsidiaries and
                    affiliates;
               c.   The transferor will have executed a general release under
                    seal, in a form satisfactory to us, of any and all claims
                    against us and our officers, directors, shareholders, and
                    employees, in their corporate and individual capacities,
                    including claims

                                       19

<PAGE>

                    arising under federal, state, and local laws, rules, and
                    ordinances;
               d.   The transferee (and, if the transferee is other than an
                    individual, such owners of a beneficial interest in the
                    transferee as we may request) must enter into a written
                    assignment, under such seal and in a form satisfactory to
                    us, assuming and agreeing to discharge all of your
                    obligations under this Agreement;
               e.   The transferee (or, if the transferee is a corporation or
                    partnership, a principal of transferee) must demonstrate to
                    our satisfaction that he meets our educational, managerial,
                    and business standards; possesses a good moral character,
                    business reputation, and credit rating; has the aptitude and
                    ability to conduct the Licensed Business (as may be
                    evidenced by prior related business experience or
                    otherwise); and has adequate financial resources and capital
                    to operate the business;
               f.   The transferee (and, if the transferee is other than an
                    individual, such owners of a beneficial interest in the
                    transferee as we may request) must execute, for a term
                    ending on the expiration date of this Agreement and with
                    such renewal term as may be provided by this Agreement, the
                    standard form associate License Agreement then being offered
                    to new System associates and such other ancillary agreements
                    as we may require for the Licensed Business, which
                    agreements shall supersede this Agreement in all respects
                    and the terms of which agreements may differ from the terms
                    of this Agreement, including, without limitation, a schedule
                    of higher fees, contributions, and charges withheld by us
                    from gross receipts; provided, however, that the transferee
                    will not be required to pay an initial license fee and that
                    the Protected Territory provided for in this Agreement will
                    remain the same;
               g.   The transferee, at its expense, must upgrade the Licensed
                    Business to conform to the then-current standards and
                    specification of System and must complete the upgrading and
                    other requirements within the time specified by us;
               h.   You must remain liable for all of the obligations to us in
                    connection with the Licensed Business prior to the effective
                    date of the transfer and must execute any and all
                    instruments reasonably requested by us to evidence such
                    liability;
               i.   At the transferee's expense, the transferee's manager(s)
                    must complete any training programs then in effect for
                    associates upon such terms and conditions as we may
                    reasonably require;
               j.   Except in the case of a transfer to a corporation formed for
                    the convenience of ownership, you must pay a transfer fee of

                                       20

<PAGE>

                    either $2,000.00 or 10% of the purchase price, as we may
                    elect in our sole discretion.

          3.   You must grant no security interest in any of the assets of the
               Licensed Business unless we have given our written approval and
               the secured party agrees that in the event of any default by you
               under any documents related to the security interest, We will
               have the right and option to be substituted as obligor to the
               secured party and to cure any of your defaults.

          4.   You acknowledge and agree that each condition which must be met
               by the transferee is necessary to assure such transferee's full
               performance of the described obligations.

     C.   Transfer to Associate's Corporation:
          ------------------------------------

          In the event that the proposed transfer is to a corporation formed by
          you for the convenience of ownership, our consent to such transfer
          shall, in addition to the requirements specified in Sections
          XII.B.2.a. through j. inclusive of this Agreement, be conditioned upon
          the following requirements:

          1.   You must be the owner of all the voting stock of the corporation;
               and, if the Franchise Owner is more than one individual, each
               individual must have the same proportionate ownership interest in
               the corporation as they had in the Franchise prior to the
               transfer;

          2.   The transferee corporation must comply with all the terms and
               conditions specified in Section V.B. of this Agreement.

     D.   Right of First Refusal:
          -----------------------

          1.   Any party holding any interest in this license or in the Licensed
               Business or its clients who desires to accept any bona fide offer
               from a third party to purchase such interest must notify us in
               writing of each such offer, and must provide such information and
               documentation relating to the offer as we may require. We will
               have the right and option, exercisable within 30 days after
               receipt of such written notification, to send written notice to
               the seller that we intend to purchase the seller's interest on
               the same terms and conditions offered by the third party. If we
               elect to purchase the seller's interest, we will use our best
               efforts to close on such purchase within 30 days from the date of
               notice to the seller of our election to purchase. Any material
               change in the terms of any offer before closing will constitute a
               new offer subject to the same rights of first refusal by us as in
               the case of an initial offer. Our failure to exercise the option
               afforded by this Section XII.D. will not constitute a waiver of
               any other provision of this Agreement, including all of the
               requirements of this Section XII., with respect to a proposed
               transfer.

                                       21

<PAGE>

          2.   If the consideration, terms, and/or conditions offered by a third
               party are such that we may not reasonably be required to furnish
               the same consideration, terms, and/or conditions, then we may
               purchase the interest in the Licensed Business proposed to be
               sold for the reasonable equivalent in cash. If the parties cannot
               agree within a reasonable time on the cash consideration, an
               independent appraiser will be designated by us, and his
               determination will be binding.

     E.   Transfer Upon Death or Mental Incompetency:
          -------------------------------------------

          Upon the death or mental incompetency of any person with an interest
          in the license, the executor, administrator, or personal
          representative of such person must transfer within 6 months after such
          death or mental incompetency his interest to a third party approved by
          us. Such transfers, including transfers by devise or inheritance, will
          be subject to the same conditions as any inter vivos transfer.
          However, in the case of transfer by devise or inheritance, if the
          heirs or beneficiaries of any such person are unable to meet the
          conditions in this Section XII., the personal representative of the
          deceased Franchise Owner will have a reasonable time to dispose of the
          deceased's interest in the license, which disposition will be subject
          to all the terms and conditions for transfers contained in this
          Agreement. If the interest is not disposed of within a reasonable
          time, we may terminate this Agreement.

     F.   Non-Waiver of Claims:
          ---------------------

          Our consent to a transfer of any interest in the license granted will
          not constitute a waiver of any claims we may have against the
          transferring party, nor will it be deemed a waiver of our right to
          demand exact compliance with any of the terms of this Agreement by the
          transferee.

XIII. DEFAULT AND TERMINATION
      -----------------------

     A.   You will be deemed to be in default under this Agreement, and all
          rights granted will automatically terminate without notice to you, if
          you become insolvent or make a general assignment for the benefit of
          creditors; or if a petition in bankruptcy is filed by you or against
          you and not opposed to by you; or if you are adjudicated as bankrupt
          or insolvent; or if a bill in equity or other proceeding for the
          appointment of a receiver or other custodian for your business or
          assets is filed and consented to by you; or if a receiver or other
          custodian (permanent or temporary) of your assets or property, or any
          part of, is appointed by any court of competent jurisdiction; or if
          proceedings for a composition with creditors under any state or
          federal law should be instituted by or against you; or if a final
          judgment remains unsatisfied or of record for 30 days or longer
          (unless supersedeas bond is filed); or if you are dissolved; or
          if execution is levied against your business or property; or if

                                       22

<PAGE>

          the real or personal property of your Service Center will be sold
          after levy by any sheriff, marshal, or constable.

     B.   You will be deemed to be in default and we may, at our option,
          terminate this Agreement and all rights granted, without affording you
          any opportunity to cure the default and effective immediately upon
          receipt of notice by you (unless otherwise required by law), upon the
          occurrence of any of the following events:

          1.   If you misappropriate any client or our payroll funds, fail to
               exercise prudent control of payroll checks handled by you, fail
               to give us notice of voided payroll checks, or use our signature
               stamp in any unauthorized fashion;

          2.   If you at any time cease to operate or otherwise abandon the
               Licensed Business, or loses the right to possession of the
               premises, or otherwise forfeit the right to do or transact
               business in the jurisdiction where the Licensed Business is
               located; provided, however, that if any such loss of possession
               results from the governmental exercise of the power of eminent
               domain, or if, through no fault of yours, the premises are
               damaged or destroyed, then you will have 30 days after either
               such event in which to apply for our approval to relocate or
               reconstruct the premises, which approval will not be unreasonably
               withheld;

          3.   If you (or, if Associate is a corporation or partnership, any
               principal of Associate) are convicted of a felony, a fraud, a
               crime involving moral turpitude, or any other crime or offense
               that we believe is reasonably likely to have an adverse effect on
               the System, the Proprietary Marks, and the associated goodwill;

          4.   If you or any partner or shareholder in the franchised business
               purports to transfer any rights or obligations under this
               Agreement or any of your interest to any third party without our
               prior written consent, contrary to the terms of Section XII. of
               this Agreement;

          5.   If you fail to comply with the in-term covenants in Section XV.B.
               or fail to obtain execution of the covenants required under
               Section VIII.B. or Section XV.I.;

          6.   If you fail to attend and complete, to our satisfaction, the
               initial training program required by us, as described in Section
               V.D.;

          7.   If, contrary to the terms of Sections VII. or VIII., you disclose
               or divulge the contents of the Manual or other confidential
               information provided to you by us;

          8.   If an approved transfer is not effected within a reasonable time,
               as required by Section XII.E., following your death or mental
               incompetency;

          9.   If you knowingly maintain false books or records, or submit any
               false reports to us;

          10.  If you, after curing a default pursuant to Section XIII.C or
               XIII.D., commit the same act of default again;

                                       23

<PAGE>

          11.  If you fail to execute and/or participate in an advertising
               cooperative agreement, as specified in Section X.E. of this
               Agreement, within 15 days after receipt of notice to participate;
               or

          12.  If you knowingly fail to comply with the provisions of Section
               XVI.C.

          13.  If you fail to comply with the minimum net new client requirement
               in Section I.E.

     C.   If you fail to maintain the quality client retention rate described in
          Section V.R, you will be in default of this Agreement and we will
          issue a written notice of termination to you. You may cure this
          default by achieving a quality client retention rate of at least 90%
          in each of the next 2 calendar months following your receipt of our
          notice of termination, or in such other manner as you and we may agree
          in writing. If you fail to cure this default as provided in this
          Section, this Agreement will terminate without further notice to you
          on the 1st day of the 3rd calendar month following your receipt of our
          notice of termination, or at such other time as you and we may agree
          in writing.

     D.   Except as provided in Sections XIII.A., XIII.B and. XIII.C of this
          Agreement, you will have 30 days after your receipt from us of a
          written notice of termination within which to remedy any default (or,
          if the default cannot reasonably be cured within such 30 days, to
          initiate within that time substantial and continuing action to cure
          the default), and to provide evidence to us. If any such default is
          not cured within that time (or, if appropriate, substantial and
          continuing action to cure the default is not initiated within that
          time), or such longer period as applicable law may require, this
          Agreement will terminate without further notice to you effective
          immediately upon expiration of the 30 day period or such longer period
          as applicable law may require. You will be in default for any failure
          to comply substantially with any of the requirements imposed by this
          Agreement, as it may from time to time reasonably be supplemented by
          the Manual, or to carry out the terms of this Agreement in good faith.
          Such defaults include the occurrence of any of the following events:

          1.   If you fail, refuse, or neglect promptly to submit the financial
               or other information required by us under this Agreement, or make
               any false statements in connection with the above information;

          2.   If you fail to maintain any of the standards or procedures
               prescribed by us in this Agreement, the Manual, or otherwise in
               writing;

          3.   If you fail, refuse, or neglect to obtain our prior written
               approval or consent as required by this Agreement;

          4.   If you misuse or make any unauthorized use of the Proprietary
               Marks or otherwise materially impair the goodwill associated with
               our rights;

                                       24

<PAGE>

          5.   If you engage in any business or market any service or product
               under a name or mark which, in our opinion, is confusingly
               similar to the Proprietary Marks; or

          6.   If you, by act or omission, permit a continued violation in
               connection with the operation of the Licensed Business of any
               law, ordinance, rule or regulation of a governmental agency, in
               the absence of a good faith dispute over its application or
               legality and without promptly resorting to an appropriate
               administrative or judicial forum for relief therefrom.

     E.   You may terminate this Agreement, with or without cause, effective
          immediately upon the submission of written notice by you to us.

XIV. OBLIGATIONS UPON TERMINATION OR EXPIRATION
     ------------------------------------------

     Upon termination or expiration of this Agreement, all rights granted to you
     will terminate, and:

     A.   You must immediately cease to operate the business licensed under this
          Agreement, and must not thereafter, directly or indirectly, represent
          to the public or hold yourself out as our present or former Associate.

     B.   You must immediately and permanently cease to use, in any manner
          whatsoever, any confidential methods, procedures and techniques
          associated with the System; the Proprietary Mark "Advantage"; and all
          other Proprietary Marks and distinctive forms, slogans, signs,
          symbols, and devices associated with the System. In particular, you
          must cease to use, without limitation, all signs, advertising
          materials, displays, stationery, forms, and any other articles which
          display the Proprietary Marks; provided, however, that this Section
          XIV.B. will not apply to the operation by you of any other license
          under the system which may be granted by us to you.

     C.   You must take such action as may be necessary to cancel any assumed
          name or equivalent registration which contains the mark "Advantage" or
          any of our other service marks or trademarks, and you must furnish us
          with this obligation within 30 days after termination or expiration of
          this Agreement.

     D.   You must promptly and irrevocably assign and transfer all of your
          right, title, and interest in clients served by the Licensed Business.
          Upon such assignment and transfer, we will pay you on a continuing
          basis for a period ending 4 years following the termination or
          expiration, 25% of the "regular, ongoing data processing items"
          received by us during such four year time period; however, any
          discount given by you or any other payments to third-party endorsers
          will be deducted from the 25%. The term "regular, ongoing data
          processing items" means those revenues received by us as specified in
          the Schedule of Regular, Ongoing, Data Processing Items contained in
          Attachment C. Such payments will be based upon your clients

                                       25

<PAGE>

          at the time of the termination or expiration. The System policies for
          determining which clients are included in the post-termination payment
          program is set forth in Attachment D. The Schedule of Regular, Ongoing
          Data Processing Items which is set forth in Attachment C, and the
          policies set forth in Attachment D defining your clients may be
          changed in our discretion upon 30 days written notice to you. The
          parties agree that we will be required to make such payments only on
          the basis of regular, ongoing data processing items actually received
          by us, and will have no obligations whatsoever to you with respect to
          clients who terminate their relationship with us. The parties further
          agree that such payments shall expressly be conditioned on your
          compliance with the post termination covenants set forth in Section
          XV.C. of this Agreement. Payments described in this Section XIV.D.
          will be forwarded to the former Associate within 30 days after receipt
          of client revenues by us. We agree that such payments must be
          accompanied by a written statement of our receipt of regular, ongoing
          data processing items, and the computation of the former Franchise
          Owner's payment. If the former Franchise Owner has any question or
          objection to the computation, you must submit such question or
          objection within 10 days of receipt of payment. If no such written
          question or objection is received by us, the payment will be deemed
          accepted.

     E.   You must, at our option, assign to us any interest which you have in
          any lease or sublease for the non-residential premises of the Licensed
          Business. If we do not elect to exercise our option to acquire the
          lease or sublease for the non-residential premises of the Licensed
          Business pursuant to Section XIV.D., you must make such modifications
          or alterations to the premises operated (including, without
          limitation, the changing of the telephone number and assigning the
          telephone number of the Licensed Business to us) immediately upon
          termination or expiration of this Agreement as may be necessary to
          prevent the operation of any business by itself or others in
          derogation of this Section XIV. and must make such specific additional
          changes as we may reasonably request for that purpose. If you fail or
          refuse to comply with the requirements of this Section XIV., we will
          have the right to enter upon the non-residential premises where the
          Licensed Business was conducted, without being guilty of trespass or
          any other tort, for the purpose of making or causing to be made such
          changes as may be required at the expense of your, which expense you
          agree to pay upon demand.

     F.   You agree, in the event you continue to operate or subsequently begin
          to operate any other business, not to use any reproduction,
          counterfeit, copy, or colorable imitation of the Proprietary Marks,
          either in connection with such other business or the promotion
          thereof, which is likely to cause confusion, mistake, or deception, or
          which is likely to dilute our rights in and to the Proprietary Marks,
          and further agree not to utilize any designation of origin or
          description or representation which falsely suggests or represents an
          association or connection with us constituting unfair competition.


                                       26

<PAGE>

     G.   You must promptly pay all sums owed to us and our subsidiaries and
          affiliates. In the event of termination for any default by you, such
          sums will include all damages, costs, and expenses, including
          reasonable attorney's fees, incurred by us as a result of the default,
          which obligation will give rise to and remain, until paid in full, a
          lien in favor of us against any and all of the personal property,
          furnishings, equipment, signs, fixtures, and inventory owned by you
          and on the premises operated hereunder at the time of default.

     H.   You must pay to us all damages, costs, and expenses, including
          reasonable attorney's fees, incurred by us subsequent to the
          termination or expiration of this Agreement in obtaining injunctive or
          other relief for the enforcement of any provisions of this Section
          XIV.

     I.   You must immediately deliver to us all manuals, including the Manual,
          records, files, instructions, correspondence; licensed computer
          software, computer program workbooks and manuals; and all materials
          related to operating the Licensed Business, including, without
          limitation, printed checks, signature stamps, brochures, agreements,
          disclosure statements invoices, and any and all other materials
          relating to the operation of the Licensed Business in your possession,
          and all copies thereof (all of which are acknowledged to be our
          property). You must retain no copy or record of any of the foregoing,
          except your copy of this Agreement and of any correspondence between
          the parties and any other documents which you reasonably need for
          compliance with any provision of law.

     J.   Within 15 days from the date of termination, you and we shall arrange
          for an inventory to be made, at our cost, of all of your personal
          property, fixtures, equipment, and inventory, including any and all
          items bearing the Proprietary Marks, related to the operation of the
          Licensed Business. We will have the option, to be exercised within 30
          days after termination or expiration, to purchase from you any or all
          such items at fair market value. If the parties cannot agree on fair
          market value within a reasonable time, an independent appraiser will
          be designated by us, and his determination will be binding. If we
          elect to exercise any option to purchase, we will have the right to
          set off all amounts due from you under this Agreement, and the cost of
          the appraisal, if any, against any payment.

     K.   You must comply with the covenants contained in Section XV.C. of this
          Agreement.

XV.  COVENANTS
     ---------

     A.   License covenants that during the term of this Agreement, except as
          otherwise approved in writing by us, you (or, if Associate is a
          corporation or partnership, a principal of Associate approved by us)
          must devote full time, energy, and best efforts to the management and
          operation of the Licensed


                                       27

<PAGE>

          Business and other licensed businesses established and operated by you
          under the System.

     B.   You specifically acknowledge that, pursuant to this Agreement, you
          will receive valuable specialized training and confidential
          information, including, without limitation, information regarding our
          operational, sales, promotional and marketing methods and techniques
          and the System. You covenant that, during the term of this Agreement,
          except as otherwise approved in writing by us, you must not, either
          directly or indirectly, for yourself, or through, on behalf of, or in
          conjunction with any person, persons, or legal entity:

          1.   Divert or attempt to divert any business or customer of the
               Licensed Business to any competitor, by direct or indirect
               inducement or otherwise, or do or perform, directly or
               indirectly, any other act injurious or prejudicial to the
               goodwill associated with our Proprietary Marks and the System.

          2.   Employ or seek to employ any person who is at that time employed
               by us or by any of our other associates or developers, or
               otherwise directly or indirectly induce such person to leave his
               or her employment.

     C.   You covenant that, except as otherwise approved in writing by us, you
          will not, during the term of this Agreement and for a continuous
          uninterrupted period commencing upon the expiration or termination of
          this Agreement, regardless of the cause for termination, and
          continuing for 4 years thereafter, either directly or indirectly for
          yourself, or through, on behalf of, or in conjunction with any person,
          persons, or legal entity, own, maintain, operate, engage in, be
          employed by, or have any interest in any payroll service business
          which features computerized, third party payroll services of the type
          offered at the Licensed Business and which is, or is intended to be,
          located within the Protected Territory or any other territory granted
          by us to an associate for use of the System.

     D.   Section XV.C. will not apply to ownership by you of less than a 5%
          beneficial interest in the outstanding equity securities of any
          publicly-held corporation.

     E.   The parties agree that each of the covenants will be construed as
          independent of any other covenant or provision of this Agreement. If
          all or any portion of a covenant in this Section XV. is held
          unreasonable or unenforceable by a court or agency having valid
          jurisdiction in an un-appealed final decision to which we are a party,
          you expressly agree to be bound by any lesser covenant subsumed within
          the terms of such covenant that imposes the maximum duty permitted by
          law, as if the resulting covenant were separately stated in and made a
          part of this Section XV.


                                       28

<PAGE>

     F.   You understand and acknowledge that we will have the right, in our
          sole discretion, to reduce the scope of any covenant specified in
          Sections XV.B. and XV.C. of this Agreement, or any portion thereof,
          without your consent, effective immediately upon receipt by you of
          written notice; and you agree that you will comply with any covenant
          as so modified, which shall be fully enforceable notwithstanding the
          provisions of Section XX.

     G.   You expressly agree that the existence of any claims you may have
          against us, whether or not arising from this Agreement, will not
          constitute a defense to the enforcement by us of the covenants in this
          Section XV. You agree to pay all costs and expenses (including
          reasonable attorney's fees) incurred by us in connection with the
          enforcement of this Section XV.

     H.   You acknowledge that your violation of the terms of this Section XV.
          would result in irreparable injury to us for which no adequate remedy
          at law may be available, and you accordingly consent to an immediate
          cessation of the post termination payments described in Section XIV.D.
          and to the issuance of an injunction prohibiting any conduct by you in
          violation of the terms of this Section XV.

     I.   At our request, you must require and obtain execution of covenants
          similar to those set forth in this Section XV. (including covenants
          applicable upon the termination of a person's relationship with you)
          from any or all of the following persons: (1) All of your principals
          (if you are a corporation or partnership), all your managers, and any
          other personnel employed by you who have received or will receive
          training from us; (2) all officers, directors, and holders of a
          beneficial interest of 5% or more of the securities of the Licensed
          Business, and of any corporation directly or indirectly controlling
          the Franchised Business, if you are a corporation; and (3) the general
          partners and any limited partners (including any corporation, and the
          officers, directors, and holders of a beneficial interest of 5% or
          more of the securities of any corporation which controls, directly or
          indirectly, any general or limited partner), if you are a partnership.
          Every covenant required by this Section XV.I. shall be in a form
          satisfactory to us, including, without limitation, specific
          identification of us as a third party beneficiary of such covenants
          with the independent right to enforce them. Failure by you to obtain
          execution of a covenant required by this Section XV.I. shall
          constitute a default under Section XIII.B.5.

XVI. TAXES, PERMITS, AND INDEBTEDNESS
     --------------------------------

     A.   You must promptly pay when due all taxes levied or assessed,
          including, unemployment and sales taxes, and all accounts and other
          indebtedness of every kind incurred by you in the conduct of the
          business licensed under this Agreement. You must pay to us an amount
          equal to any sales tax, gross receipts tax, or similar tax (other than
          income tax, or similar tax) imposed on


                                       29

<PAGE>

          us with respect to any payments to us required under this Agreement,
          unless the tax is credited against income tax otherwise payable by us.

     B.   In the event of any bona fide dispute as to your liability for taxes
          assessed or other indebtedness, you may contest the validity or the
          amount of the tax or indebtedness in accordance with procedures of the
          taxing authority or applicable law; however, in no event will you
          permit a tax sale or seizure by levy or execution or similar writ or
          warrant, or attachment by a creditor, to occur against the premises of
          the Licensed Business, or any improvements thereon.

     C.   You must comply with all federal, state, and local laws, rules and
          regulations, and will timely obtain any and all permits, certificates,
          or licenses necessary for the full and proper conduct of the business
          licensed under this Agreement, including, without limitation, licenses
          to do business, fictitious name registrations, sale tax permits, and
          fire clearances.

     D.   You must notify us in writing within 5 days of the commencement of any
          action, suit, or proceeding, and of the issuance of any order, writ,
          injunction, award, or decree of any court, agency, or other
          governmental instrumentality, which may adversely affect the operation
          or financial condition of the Licensed Business.

XVII. INDEPENDENT CONTRACTOR AND INDEMNIFICATION
      ------------------------------------------

     A.   It is understood and agreed by the parties hereto that this Agreement
          does not create a fiduciary relationship between them; that you must
          be an independent contractor; and that nothing in this agreement is
          intended to constitute either party as an agent, legal representative,
          subsidiary, joint venturer, partner, employee, or servant of the other
          for any purpose whatsoever.

     B.   During the term of this Agreement and any extensions hereof, you must
          hold yourself out to the public as an independent contractor operating
          the business pursuant to a license from us. You agree to take such
          action as may be necessary to do so, including, without limitation,
          exhibiting a notice of that fact in a conspicuous place in the
          licensed premises, the content and form of which we reserve the right
          to specify.

     C.   It is understood and agreed that nothing in this Agreement authorizes
          you to make any contract, agreement, warranty, or representation on
          our behalf, or to incur any debt or other obligation in our name; and
          that we will in no event assume liability for, or be deemed liable
          hereunder as a result of, any such action; nor will we be liable by
          reason of any of your acts or omissions in your conduct of the
          Licensed Business or for any claim or judgment arising therefrom
          against you or us. You must indemnify and hold us, and our officers,
          directors, and employees, harmless against any and all claims

                                       30

<PAGE>

          arising directly or indirectly from, as a result of, or in connection
          with your operation of the Licensed Business, as well as the costs,
          including attorney's fees, of defending against them.

XVIII. APPROVALS AND WAIVERS
       ---------------------

     A.   Whenever this Agreement requires our prior approval or consent, you
          must make a timely written request to us, and such approval or consent
          must be obtained in writing.

     B.   We make no warranties or guarantees upon which you may rely, and
          assume no liability or obligation to you, by providing any waiver,
          approval, consent, or suggestion to you in connection with this
          consent, or by reason of any neglect, delay, or denial of any request
          therefor.

     C.   No failure of ours to exercise any power reserved to us in this
          Agreement, or to insist upon compliance by you with any obligation or
          condition in this agreement, and no custom or practice of the parties
          at variance with the terms hereof, will constitute a waiver of our
          rights to demand exact compliance with any of the terms of this
          Agreement. Waiver by us of any particular default will not affect or
          impair our right with respect to any subsequent default of the same or
          of a different nature; nor will any delay, forbearance, or omission by
          us to exercise any power or right arising out of any breach or default
          by you of any of the terms, provisions, or covenants of this Agreement
          affect or impair our rights; nor shall such constitute a waiver by us
          of any rights hereunder or rights to declare any subsequent breach or
          default.

XIX. NOTICES
     -------

          Any and all notices required or permitted under this Agreement must be
          in writing and must be personally delivered or mailed by certified or
          registered mail, return receipt requested, to the respective parties
          at the following addresses unless and until a different address has
          been designated by written notice to the other party:

          Notices to Company:          Advantage Payroll Services, Inc.
                                       P.O. Box 1330
                                       126 Merrow Road
                                       Auburn, Maine 04211-1330


          Notices to Associate:        _________________________________________

                                       _________________________________________

                                       _________________________________________

                                       _________________________________________

                                       31

<PAGE>

     Any notice by certified or registered mail shall be deemed to have been
     given at the date and time of receipt.

XX.  ENTIRE AGREEMENT
     ----------------

     This Agreement, the documents, and the attachments, constitute the entire,
     full, and complete Agreement between us and you concerning the subject
     matter, and supersede all prior agreements. Except for those permitted to
     be made unilaterally by us, no amendment, change, or variance from this
     Agreement will be binding on either party unless mutually agreed to by the
     parties and executed by their authorized officers or agents in writing.

XXI. SEVERABILITY AND CONSTRUCTION
     -----------------------------

     A.   Except as expressly provided to the contrary, each portion, section,
          part, term and/or provision of this Agreement will be considered
          severable; and if, for any reason, a portion, section, part, term,
          and/or provision herein is determined to be invalid and contrary to,
          or in conflict with, any existing or future law or regulation by a
          court or agency having valid jurisdiction, such will not impair the
          operation of, or have any other effect upon, such other portions,
          sections, parts, terms, and/or provisions of this Agreement as may
          remain otherwise intelligible; and the latter shall continue to be
          given full force and effect and bind the parties; and said invalid
          portions, sections, parts, and/or provisions will be deemed not to be
          a part of this Agreement.

     B.   Except as expressly provided to the contrary, nothing in this
          Agreement is intended, nor will be deemed, to confer upon any person
          or legal entity other than you, us, our officers, directors, and
          employees, and such of your and our respective successors and assigns
          as may be contemplated (and, as to you, permitted) by Section XII.
          hereof, any rights or remedies under or by reason of this Agreement.

     C.   You expressly agree to be bound by any promise or covenant imposing
          the maximum duty permitted by law which is subsumed within the terms
          of any provision hereof, as though it were separately articulated in
          and made a part of this Agreement, that may result from striking from
          any of the provisions hereof any portion or portions which a court may
          hold to be unreasonable and unenforceable in a final decision to which
          we are is a party, or from reducing the scope of any promise or
          covenant to the extent required to comply with such a court order.

     D.   All captions in this Agreement are intended solely for the convenience
          of the parties, and none shall be deemed to affect the meaning or
          construction of any provision hereof.


                                       32

<PAGE>

     E.   All references to the masculine, neuter, or singular shall be
          construed to include the masculine, feminine, neuter, or plural, where
          applicable; and all acknowledgments, promises, covenants, agreements,
          and obligations herein made or undertaken by you will be deemed
          jointly and severally undertaken by all those executing this Agreement
          on your behalf.

     F.   This Agreement may be executed in several parts, and each copy so
          executed will be deemed an original.

XXII. APPLICABLE LAW
      --------------

     A.   This Agreement takes effect upon its acceptance and execution by us in
          Maine, and will be interpreted and construed under the laws thereof,
          which laws will prevail in the event of any conflict of law; provided,
          however, that if any of the provisions of this Agreement would not be
          enforceable under the laws of Maine, then such provisions will be
          interpreted and construed under the laws of the state in which the
          premises of the Licensed Business are located. Any grievance, breach,
          or alleged breach of this Agreement must be brought within one year of
          the date of the breach or the party forfeits the right to do so.

     B.   The parties agree that any action brought by either party against the
          other in any court, whether federal or state, will be brought within
          the State of Maine in the United States District Court, Portland,
          Maine, or the Maine District Court, Lewiston, Maine, and do hereby
          waive all questions of personal jurisdiction or venue for the purpose
          of carrying out this provision.

     C.   No right or remedy conferred upon or reserved to us or you by this
          Agreement is intended to be, nor will be deemed, exclusive of any
          other right or remedy herein or by law or equity provided or
          permitted, but each will be cumulative of every other right or remedy.

     D.   Nothing herein contained will bar our right to obtain injunctive
          relief against threatened conduct that will cause it loss or damages,
          under the usual equity rules, including the applicable rules for
          obtaining restraining orders and preliminary injunctions.

XXIII. ACKNOWLEDGMENTS
       ---------------

     A.   You acknowledge that you have conducted an independent investigation
          of the Licensed Business, and recognize that the business venture
          contemplated by this Agreement involves business risks and that its
          success will be largely dependent upon your ability as an independent
          businessman. We expressly disclaim the making of, and you acknowledge
          that you have not received, any warranty or guarantee, express or
          implied, as to the potential volume, profits, or success of the
          business venture contemplated by this Agreement.

                                       33

<PAGE>

     B.   You acknowledge that you received a copy of the complete Advantage
          Payroll Services, Inc. License Agreement, the Attachments thereto, and
          agreements relating thereto, if any, at least 10 business days prior
          to the date on which this Agreement was executed. You further
          acknowledge that you received the disclosure document required by the
          Trade Regulation Rule of the Federal Trade Commission entitled
          "Disclosure Requirements and Prohibitions Concerning Franchising and
          Business Opportunity Ventures" at least 10 business days prior to the
          date on which this Agreement was executed.

     C.   You acknowledge that you have read and understood this Agreement, the
          Attachments hereto, and any agreements relating thereto, and that we
          have accorded you ample time and opportunity to consult with advisors
          of your own choosing about the potential benefits and risks of
          entering into this Agreement.

                                       34

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and
delivered this Agreement on the day and year first above written.

                             ADVANTAGE PAYROLL SERVICES, INC.
                             --------------------------------


------------------------     ---------------------------------------------------
Witness                      Title:
                                    --------------------------------------------

                             ASSOCIATE
                             ---------

------------------------     ---------------------------------------------------
Witness

------------------------     ---------------------------------------------------
Witness

     Each of the undersigned owns a beneficial interest in Associate; each has
read this Agreement; and each agrees to be bound, jointly and severally, by all
obligations of Associate hereunder.

------------------------     ---------------------------------------------------
Witness

------------------------     ---------------------------------------------------
Witness

------------------------     ---------------------------------------------------
Witness

                                       35

<PAGE>

                                  ATTACHMENT A

                        ADVANTAGE PAYROLL SERVICES, INC.
                           ASSOCIATE LICENSE AGREEMENT

     As provided in Section I.C. of the Associate License Agreement, the
following area shall be the Protected Territory:

<PAGE>

                                  ATTACHMENT B

                        ADVANTAGE PAYROLL SERVICES, INC.
                           ASSOCIATE LICENSE AGREEMENT

                                 PROMISSORY NOTE
                                 ---------------
$                                                           Date
 ------------------                                              ---------------


     FOR VALUE RECEIVED, the undersigned, __________________, hereby promises to
pay to ADVANTAGE PAYROLL SERVICES, INC., of Auburn, Maine, or order, the sum of
________ dollars (_______), with interest on the balance from time to time
outstanding at the rate of ten percent (10%) per annum, payable in the following
manner:

     Interest shall accrue through the anniversary date of this note, following
which the sum ___________ of dollars ($________) shall be amortized by payment
of ________ (______) equal monthly payments of principal and interest of
__________ dollars ($______) commencing on the date that is thirteen months from
the date of this note and continuing on the same date of each succeeding month
until paid in full. Payments will be first applied to interest with the
remaining balance to principal.

     At the option of the holder of this note, any default by the maker in the
timely payment of any installment hereunder shall be a default of the whole, and
the holder may accelerate this note and demand immediate payment of all sums
due. In addition to all other sums due hereunder, the maker also agrees to pay
all costs and expense, including reasonable attorney fees, incurred by the
holder in connection with collection and enforcement or attempted collection and
enforcement of this note. Holder shall, in addition to all other available
remedies, have the right to set off any amount due hereunder against payments
owed to Maker pursuant to Maker's contract with holder. Maker hereby waives
presentment, protest, notice of dishonor, and all other notices with respect to
this note.

     Dated this        day of                                    , 20    .
                ------        -----------------------------------    ----




Signed:                                                         Date:
       -------------------------------------------------        ----------------

<PAGE>

                                  ATTACHMENT C

                        ADVANTAGE PAYROLL SERVICES, INC.
                           ASSOCIATE LICENSE AGREEMENT

     The schedule of "Regular, Ongoing Data Processing Items" on which all
post termination payments are to be made pursuant to Section XIV.D. of the
Associate License Agreement is as follows:

     I.   The following items are included in "Regular, Ongoing Data Processing
Items":

          Base per pay period
          Check fees
          New hires
          Changes
          W-2 forms
          Sick time accrual
          Vacation time accrual
          Sick/Vacation time report
          Rate review report
          Special presentation sheet with tips
          Tip allocations
          Labor costing
          Special runs
          Non-weekly processing
          100% of all normal conversions fees (not problem resolutions billed on
          a time and material basis) will be paid to you.

     II.  The following items are not included in "Regular, Ongoing Data
Processing Items":

           B.A.C. charges
           Stop payments
           Manual checks
           Delivery fees
           Problem resolution billed on a time and material basis
           Other services

<PAGE>

                                  ATTACHMENT D

                        ADVANTAGE PAYROLL SERVICES, INC.
                           ASSOCIATE LICENSE AGREEMENT

     The following system wide policies shall govern all questions regarding
existing clients, client successors, client mergers, and client divisions:

     I.   Any existing client of ours or yours in your territory will remain our
          client so long as service is not interrupted for a period of more than
          one year.

     II.  The successor of an existing Company or Associate client will remain a
          client of ours or yours so long as service is not interrupted for a
          period of more than thirty days. We or you, at our or your discretion,
          grant permission to others to sell and set up the successor of a
          client prior to the thirty day lapse in service. The new client will
          then be a client of yours or ours, as the case may be, for
          post-termination payment purposes.

     III. If a client is acquired by or merges with another client, the
          surviving company will continue to be processed in the same manner
          with no change in client status. We reserve the right to make the
          final decision regarding which company is deemed the surviving
          company, should it be necessary.

     IV.  When an existing client of ours acquires a controlling interest in
          another (new or existing) non-client corporation, we shall have thirty
          days in which to initiate processing and thus establish a
          Company-client status. The same thirty days will be allowed if your
          client acquires another corporation.

     V.   When an existing client acquires a controlling interest in another
          corporation (new or existing) which is already its client and will
          continue to do business as a separate corporation with a separate
          federal ID number, the acquired corporation shall continue as our or
          your client, as the case may be.

     VI.  If a client opens a new division in another territory, the client
          status of that corporation shall remain unchanged.

     VII. Situations not addressed by the above policies will be decided on an
          individual basis through negotiation between us and one or more
          associates.