EXHIBIT 10.33






                            MASTER SERVICES AGREEMENT

                                 between each of

                         STORAGE TECHNOLOGY CORPORATION

                                       and

                       ELECTRONIC DATA SYSTEMS CORPORATION

                                       and

                         EDS INFORMATION SERVICES L.L.C.

                                     with an

                           Agreement Effective Date of

                                  April 1, 2002



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                            Master Services Agreement
                            -------------------------

This Master Services Agreement (this "Agreement"), dated as of April 1, 2002
(the "Agreement Effective Date"), is between each of Storage Technology
Corporation, a Delaware corporation ("STK"), Electronic Data Systems
Corporation, a Delaware corporation ("EDS"), and EDS Information Services
L.L.C., a Delaware limited liability company ("EIS").

                                   BACKGROUND
                                   ----------

STK desires to obtain from EDS, and EDS desires to provide to STK, certain
services, resources, expertise, and deliverables as may be mutually agreed upon
by STK and EDS from time to time and documented in separate, written, specific
Authorization Letters (defined below) containing particular information on
prescribed points and customized terms and conditions for each particular
provision of Services (defined below) by EDS.

STK and EDS also desire to establish a mechanism for the execution of such
Authorization Letters and to agree upon: (a) certain standard provisions that
will govern the performance of the activities contemplated by each such
Authorization Letter, and (b) certain terms and conditions particular to the
specified provision of Services.

This Agreement documents the terms and conditions under which STK agrees to
acquire, and EDS agrees to provide, such Services.


                Article I. Scope, Term and Authorization Letters
                           -------------------------------------

1.1  Definitions;  Scope;  Parties;  Offshore Services;  Non-exclusivity;  Prior
     ---------------------------------------------------------------------------
     Agreement.
     ----------

(a)  Definitions.  For  convenience  of  reference,  the  Definitions  (Schedule
     -----------
     1.1(a)),   attached  hereto  and  incorporated   herein,   sets  forth  the
     capitalized  terms  that  are used in this  Agreement  and  identifies  the
     sections  hereof  in which  the  definitions  for  such  terms  appear.  In
     addition,  terms that are not defined within the body of this Agreement are
     defined  in that  Schedule.  Certain  Authorization  Letters  will  contain
     defined terms applicable to such Authorization Letter.

(b)  Scope.
     -----

(i)  General. This Agreement establishes the standard provisions that will apply
     -------
     to the services, resources and deliverables to be provided by EDS to STK as
     mutually  agreed upon from time to time by EDS and STK and  confirmed  in a
     written  authorization  letter  based upon and  covering  all of the issues
     listed in Section 1.3 (each,  an  "Authorization  Letter") (such  services,
     resources and  deliverables as are described in each  Authorization  Letter
     are collectively  referred to herein as the  "Services"),  provided that no
     such  Authorization  letter shall be binding on STK unless and until it has
     been signed by an authorized representative of STK.

(ii) Parties.
     -------

(1)  Principal  Parties.  EDS  and  STK may be  referred  to in  this  Agreement
     individually as a "Party" and together as the "Parties".

(2)  EDS and EDS Subsidiaries.

(a)  The  obligations  of EDS set  forth  in  this  Agreement  and in each  such


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     Authorization  Letter  will be  performed  by EDS,  itself and  through its
     direct wholly owned subsidiaries, including EIS (each an "EDS Subsidiary").
     All  references to EDS in this Agreement will be deemed to include all such
     subsidiaries.  Notwithstanding  the  foregoing,  EDS  may  not  use  an EDS
     subsidiary which is an STK Competitor to perform  Services,  unless the STK
     Executive Representative approves such use in writing.

(b)  With respect to Authorization  Letters between an EDS Subsidiary and STK or
     a  Permitted  STK  Affiliate,   the  EDS  Subsidiary   must  agree  in  the
     Authorization  Letter,  among other things,  to comply with and be bound by
     the terms and conditions of this Agreement to the same extent as if the EDS
     Subsidiary were a party hereto.

(c)  EDS will  remain  responsible  for  compliance  by or on behalf of each EDS
     Subsidiary  with  the  terms  and  conditions  of  this  Agreement  and the
     applicable Authorization Letter(s).

(3)  STK Affiliates.

(a)  A Permitted  STK  Affiliate  is an STK  Affiliate  which the STK  Executive
     Representative  designates in writing as being  permitted to participate in
     this Agreement.

(b)  Any Permitted  STK  Affiliate  may utilize this  Agreement by executing and
     delivering  to  EDS  an  Authorization   Letter  in  accordance  with  this
     Agreement.

(c)  With respect to Authorization  Letters between EDS or an EDS Subsidiary and
     a  Permitted  STK   Affiliate,   the  STK  Affiliate   must  agree  in  the
     Authorization  Letter,  among other things,  to comply with and be bound by
     the terms and conditions of this Agreement to the same extent as if the STK
     Affiliate were a party hereto, and, unless the context otherwise indicates,
     all  references to "STK" herein will be deemed to be references to such STK
     Affiliate,  but only with  respect to, for  purposes  of, and the extent of
     such Authorization Letter.

(d)  STK  will  remain  responsible  for  compliance  by or on  behalf  of  each
     Permitted STK Affiliate with the terms and conditions of this Agreement and
     the  applicable  Authorization  Letter(s),  provided that the STK Executive
     Representative  has approved such  Authorization  Letter in the  applicable
     section of such Authorization Letter.

(e)  EDS and EDS Subsidiaries will not contact, communicate with, make proposals
     to, enter into  Authorization  Letters  with,  or otherwise  contract  with
     (collectively  "Contact") any STK Affiliate for purposes of  establishing a
     relationship  with or  providing  services,  software,  or equipment to STK
     Affiliate(s),  unless the STK  Executive  Representative  has  approved  in

<PAGE>

     writing such Contact with the specific STK Affiliate in each instance.

(iii)Offshore Services; Offshore Affiliates.
     --------------------------------------

If:

(1)  a material  portion of the  Services  to be  rendered  in an  Authorization
     Letter is to be rendered outside the United States, and/or

(2)  an EDS  Affiliate or an STK  Affiliate is not a U.S.  corporation  and is a
     party to an Authorization Letter,

     then the terms of this  Agreement  must be amended  by the  Parties to take
     into  consideration local laws,  tax matters,  local currencies,  and other
     matters affected by the offshore aspects of such transaction.

(iv) Non-exclusivity.  The Parties acknowledge and agree that except as provided
     ---------------
     in  Section  1.6,  each  Party  reserves  the right to supply or obtain any
     services or products to or from any other client or source during and after
     the term of this Agreement.

(v)  Prior Agreement.
     ---------------

(1)  Previously,  the Parties  executed that certain  Agreement for  Information
     Technology  Services,  dated  effective  as of April 1,  1999  (the  "Prior
     Agreement"),  pursuant  to  which  EDS had  performed  certain  information
     technology  services  for the benefit of STK.  The  Parties now desire,  by
     using this Agreement,

(a)  to expand the information  technology  services and deliverables  which EDS
     will perform, and

(b)  to modify the  contracting  mechanism by which the Parties agree in writing
     to have EDS provide to STK such  services and related items to provide more
     specificity in the associated  contract  documents and more  flexibility in
     the contracting process.

(2)  The Parties agree and acknowledge that

(a)  the Prior  Agreement will govern  services/deliverables  rendered/delivered
     prior to the  applicable  Services  Commencement  Date of an  Authorization
     Letter   issued   under   this   Agreement   and  the   payment   for  such
     services/deliverables,  but the  Prior  Agreement  shall  remain  in effect
     solely for such purposes,

(b)  except as  specifically  set forth in this  Agreement,  the Prior Agreement
     will   not   apply  in  any   respect   to   services/deliverables   to  be
     rendered/delivered  after the applicable  Services  Commencement Date of an
     Authorization Letter issued under this Agreement, and

(c)  any   further   services/deliverables   to  be  provided  by  EDS  will  be
     rendered/delivered under this Agreement to the extent they are specifically

<PAGE>

     set forth in a valid,  written  Authorization Letter issued and executed on
     or after the Agreement Effective Date.

(3)  EDS covenants  that EDS has  rendered/delivered  all  services/deliverables
     which are due under the Prior  Agreement  prior to the applicable  Services
     Commencement Date.

(c)  STK  Competitors.  The  list of STK  Competitors  is  attached  hereto  and
     ----------------
     incorporated  herein as Schedule 1.1(c). STK shall have the right to update
     the  applicable  list of STK  Competitors  with  mutually  agreeable  names
     throughout the term of the applicable Authorization Letter.

1.2  Term; Renewal.  Unless terminated earlier in accordance with the provisions
     -------------
     of this Agreement, the term (the "Term") of this Agreement will commence on
     the  Agreement  Effective  Date and will  expire  on April  15,  2012  (the
     "Expiration Date").  Thereafter, the term of this Agreement may be extended
     by mutual written agreement of the Parties.

1.3  Authorization  Letters.  All  services,  resources and  deliverables  to be
     ----------------------
     provided by EDS to STK will be set forth in written Authorization  Letters.
     No Authorization Letter will become effective until it has been executed by
     authorized  representatives  of each  of EDS  and STK . Each  Authorization
     Letter will include, at a minimum, the following:

(a)  Incorporate  MSA. A reference to this  Agreement,  which  reference will be
     ----------------
     deemed to incorporate all of the provisions of this Agreement;

(b)  Term. The  Authorization  Letter Effective Date, the Services  Commencement
     ----
     Date,  and the term or period of time during which the  Services  described
     therein will be provided ("Authorization Letter Term");

(c)  STK Party.  The name of the Party (either STK or a Permitted STK Affiliate)
     ---------
     to whom  EDS  will be  providing  the  Services  and,  if such  party  is a
     Permitted STK  Affiliate,  the notice address for the STK Affiliate and the
     STK approval required by Section  1.1(b)(ii)(3)(d)  (See Section 1.1(b)(ii)
     for specific Agreement terms);

(d)  Detailed Statement of Work.
     --------------------------

(i)  EDS  Responsibilities.  A specific  description of the  particular  nature,
     ---------------------
     deliverables,  and other aspects of the particular  Services to be provided
     by or on  behalf  of EDS  under the  Authorization  Letter  (including  the
     location at which such  Services  are to be provided)  and the  performance
     criteria, standards and milestones applicable to such Services.

(ii) STK   Specific   Responsibilities.    A   description   of   any   material
     ---------------------------------
     responsibilities of STK relating to the Authorization Letter, including any
     facilities, hardware, software, personnel, design, co-design,  development,
     co-development,  other procurement,  or other support, cost, equipment,  or
     assistance to be provided by or on behalf of STK to EDS.

(iii)Additional   Provisions.   Any  additional  provisions  applicable  to  the
     -----------------------
     Services  to be  provided  under the  Authorization  Letter that are either
     appropriate  or  required  by  this  Agreement  to be  addressed,  are  not
     otherwise set forth in this Agreement,  or are permitted  exceptions to the
     provisions set forth in this Agreement.

<PAGE>

(e)  Necessary/Restricted  Personnel.  A list of the Key Positions,  if any, for
     -------------------------------
     the Authorization Letter (See Section 3.2 for specific Agreement terms);

(f)  Payments. (See Section 8 for specific Agreement terms.)
     --------

(i)  The amounts payable for the Services to be provided under the Authorization
     Letter (including,  if applicable,  the rate(s) for all EDS personnel to be
     used in EDS' performance of the Services),

(ii) any related  charges or fees  (including but not limited to any procurement
     of any third party technology, components, or services), and

(iii)the  schedule on which such  amounts  will be invoiced by EDS (or any third
     party);

(g)  Liability Cap. The  applicable  Authorization  Letter  Damages Limit.  (See
     -------------
     Section 11.2(c) for specific Agreement terms.)

(h)  Assumed  Positions/Eligible  Employees.  A list of the positions within STK
     --------------------------------------
     which  will  become  positions  within  EDS  and a  list  of  the  Eligible
     Employees. (See Section 3.4 for specific Agreement terms.)

(i)  Knowledge  Holders.  A list  of the  Eligible  Employees  whose  Patentable
     ------------------
     Developments  conceived  after the applicable  Services  Commencement  Date
     would  be  owned by STK  under  the  terms  of  Section  6.2(d)(i)  of this
     Agreement.

1.4  Order of Precedence; Changes.
     ----------------------------

(a)  Order of Precedence.  In the event of any express conflict or inconsistency
     -------------------
     between the  provisions of an  Authorization  Letter and the  provisions of
     this Agreement,  the provisions of the Authorization Letter will govern and
     control with respect to the  interpretation of that  Authorization  Letter;
     provided,  however, that the provisions of the Authorization Letter will be
     so  construed  to  give  effect,  first  to the  terms  of and  within  the
     Authorization  Letter,  and then,  second,  to the extent necessary to give
     effect to the  Authorization  Letter,  the  applicable  provisions  of this
     Agreement.

(b)  Effect of Changes to Agreement.  Any changes or modifications  made to this
     ------------------------------
     Agreement in accordance  with Section 12.4 will apply to all  Authorization
     Letters  with  effective  dates after the  effective  date of such  written
     change/modification,  unless  otherwise  specifically  set  forth  in  such
     change/modification.

(c)  Effect of Changes to  Authorization  Letter.  Any changes or  modifications
     -------------------------------------------
     made to any  Authorization  Letter  will apply  only to that  Authorization
     Letter.

(d)  Cross-reference.    See   also   Section   1.11(d)   regarding   conflicts.
     ---------------

1.5  Additional Items of Property.
     ----------------------------

(a)  General.  If any  additional  items  of  property,  whether  in the form of
     -------
     equipment,  Software  or  otherwise,  are  required  by EDS to perform  the
     Services  or  otherwise  to meet its  obligations  under any  Authorization
     Letter,  whether in  addition  to or in  replacement  of any then  existing
     property,  the particular  Authorization  Letter will address such items of
     property in detail.

(b)  Standards  Required.  If there are particular  items of property which must
     -------------------

<PAGE>

     meet certain  standards  or service  levels in order for EDS to provide the
     Services reflected in the particular Authorization Letter at the applicable
     service levels or performance standards,  the detailed requirements must be
     specifically set forth in the applicable  Authorization Letter. If STK does
     not obtain or lease such items of property which meet or exceed such agreed
     requirements,  then EDS will not be  responsible  for any  direct,  adverse
     impact  on  STK,  the  Services  or any  applicable  performance  criteria,
     standards or milestones to the extent directly  related to STK's failure to
     obtain or lease such items of  property  which meet or exceed  such  agreed
     requirements.   Notwithstanding  the  preceding  sentence,   EDS  will  use
     Commercially Reasonable Efforts to mitigate such adverse impacts.

1.6  Third Party Services.
     --------------------

(a)  Exclusivity as to Services  Provided.  Unless  otherwise  specifically  set
     ------------------------------------
     forth in the applicable  Authorization Letter, STK shall not have the right
     to contract  with a third party to perform any  services  which are clearly
     within the scope of an executed  Authorization  Letter. For the purposes of
     this  Agreement,  any  services  which are not the  subject of an  executed
     Authorization  Letter  at any  particular  time  during  the  term  of this
     Agreement shall be referred to herein as an "Out of Scope Service."

(b)  Cooperation Regarding Third Parties; Charges.
     --------------------------------------------

(i)  General.  If STK  contracts  with a third party to perform any Out of Scope
     -------
     Services  or services  which are  non-exclusive,  to the extent  reasonably
     required  by STK,  EDS  shall  cooperate  with  STK and such  third  party,
     including provision of

(1)  assistance to such third party, and

(2)  access to the  technical  environment  managed  or  operated  by EDS or any
     Services as necessary for such third parties to perform their work, subject
     to

(x)  STK's  standard,   applicable  bilateral  confidentiality  agreement  being
     executed and delivered by such third party, and

(y)  such third party complying with, as applicable,  EDS' or STK's physical and
     technical security corporate policies.

(ii) EDS'  Support.  EDS shall be obligated to support and maintain such service
     -------------
     provider's work product at STK's request if such work product:

(1)  was or  becomes a  supported  product  as a  portion  of  Services  under a
     particular Authorization Letter, and

(2)  unless otherwise set forth in the applicable Authorization Letter, complies
     with the same STK requirements,  standards and policies with which EDS must
     comply  under  this  Agreement  or  the  applicable   Authorization  Letter
     regarding such supported product.

(iii) Charges.
      -------

<PAGE>

(1)  EDS shall provide such assistance and access reflected in Section 1.6(b)(i)
     at no  additional  charge  and,  further,  shall  provide  the  support and
     maintenance  services  reflected  in Section  1.6(b)(ii)  at no  additional
     charge, unless:

(a)  such support and maintenance services are then Out of Scope Services, or

(b)  in the event such Services are the subject of an Authorization  Letter,  if
     excess resources are necessary to provide such support and maintenance.

(2)  If there are to be additional  charges under Section  1.6(b)(iii)(1),  then
     such  charges for such  support and  maintenance  services  shall be at the
     applicable EDS rates for similar Out of Scope  Services,  unless  otherwise
     negotiated.

1.7  Changes in Law and Regulations.
     ------------------------------

(a)  Notification.
     ------------

(i)  As part of the Services,  EDS shall identify the impact, if any, of changes
     in applicable  legislative enactments and regulations on the Services or on
     the  business  of EDS of which EDS  becomes  aware in the normal  course of
     business,  taking into account EDS'  national and global  market  research,
     services planning, and other functions and resources.  EDS shall notify STK
     of such  changes  and shall  work with STK to  identify  the impact of such
     changes on how EDS plans or delivers or how STK uses the affected  Services
     and the related deliverables.

(ii) If there occur new applicable legislative enactments and regulations on the
     Services or upon STK's  business  of which STK becomes  aware in the normal
     course  of  business  or due to STK's  particular  specialization  in STK's
     product development,  manufacturing and sales, then STK shall notify EDS of
     such changes in applicable legislative enactments and regulations.  In such
     cases, EDS and STK will work with each other to identify the impact of such
     changes on how EDS plans or delivers or how STK uses the affected  Services
     and the related deliverables.

(b)  Implementation.  EDS shall promptly make any resulting modifications to the
     --------------
     design (unless the  Authorization  Letter  provides that STK has control of
     applicable  design),  development,  delivery,  and/or  documentation of the
     affected  Services  and  the  related  deliverables  which  are  reasonably
     confirmed,  after detailed analysis and prior  communications  with STK, as
     necessary as a direct result of such legislative or regulatory  changes and
     which have been documented through the Authorization  Letter Change Control
     Procedures.

(c)  Payment of Costs.  EDS shall be  responsible  for,  and shall pay for,  the
     ----------------
     cost, including those incurred by STK, of any such changes relating to EDS'
     business.  STK shall be responsible for the cost,  including those incurred
     by EDS, of any such changes  relating to STK's business and not relating to
     EDS' business.  STK shall also be  responsible  for changes in the Services

<PAGE>

     required  as a direct  result of such  changes to the extent  such  changes
     require resources in excess of the resources  otherwise  provided by EDS as
     part of the Services, unless such changes relate to EDS' business.

(d)  Payment of Fines and Penalties.  EDS shall be responsible for any fines and
     ------------------------------
     penalties  imposed  on STK and  its  Affiliates  or EDS  arising  from  any
     noncompliance by EDS, its subcontractors, or agents with the changes in any
     laws and  regulations for which EDS has the  responsibility  to comply with
     pursuant to this Section 1.7.  STK shall be  responsible  for any fines and
     penalties  imposed  on STK or EDS  and  its  Affiliates  arising  from  any
     noncompliance  by STK,  its  contractors  or agents with the changes in any
     laws and  regulations for which STK has the  responsibility  to comply with
     pursuant to this Section 1.7.

(e)  Unforeseen  Change  with  Severe  Economic  Consequences.  In the event any
     --------------------------------------------------------
     completely  unexpected  (i.e.  as of the  date a  particular  Authorization
     Letter is executed)  change in applicable law necessarily  (e.g. no waiver,
     extension or other remedies are possible under the new legal  requirements)
     and directly,  causes the  performance  of the affected  Services to become
     necessarily,  permanently and  significantly  uneconomical to either Party,
     then the Parties will negotiate in good faith to:

(i)  modify the  affected  Services,  schedule,  deliverables,  and/or  payments
     pursuant to the Authorization Letter Change Control Procedures so that they
     are no longer  uneconomical to either Party (i.e.  adjust for the directly,
     inevitable,  unexpected  adverse impacts of such  unexpected  change in the
     applicable law), or

(ii) terminate only the affected  Services  under the  applicable  Authorization
     Letter  and  make  equitable   resulting   adjustments  to  the  applicable
     provisions  of  this  Agreement  and  the  affected  Authorization  Letter,
     including,  without limitation,  the applicable termination costs, pursuant
     to the Authorization Letter Change Control Procedures.

1.8  Relocation of Software, Equipment or Resources; Shared Environment.
     ------------------------------------------------------------------

(a)  General.  During the time the Services are  performed at STK's  facilities,
     -------
     EDS shall  provide  the  Services  using  hardware,  software  and  related
     resources  dedicated solely to supporting STK, unless EDS,  pursuant to the
     terms and conditions of this Section 1.8, has:

(i)  relocated the Services or portions thereof to another facility, or

(ii) STK has approved the use of an STK facility or a portion of an STK facility
     for EDS to provide services to EDS clients other than STK.

(b)  STK's Request. During the Term, if STK requests, EDS shall provide to STK a
     -------------
     proposal for the provision of any or all Services using shared or dedicated
     Equipment from EDS' facilities or from a facility designated by STK.

(c)  EDS' Request.
     ------------

(i)  Relocatable Services.

(1)  Notwithstanding  anything  to the  contrary  in  this  Agreement  or in any
     Authorization  Letter,  for those four (4) portions of the  Services  under

<PAGE>

     Authorization  Letter  No.  1  which  Services  are  mainframe  monitoring,
     software  applications  maintenance  and  support,  help desk,  and systems
     administration  (the  "Relocatable   Services"),   EDS  may,  in  its  sole
     discretion,  perform the  Relocatable  Services or any portion thereof from
     any location  determined by EDS, or relocate any Software or personnel used
     by EDS to perform the  Relocatable  Services;  provided  however,  that any
     change  in the  Relocatable  Services  location  made  by  EDS in its  sole
     discretion shall not:

(a)  adversely  impact  EDS'  ability to  perform  its  obligations,  including,
     without limitation, the achievement of any applicable Service Levels,

(b)  increase  STK's fees or costs  (unless EDS agrees to reimburse STK for such
     increase in STK's fees and costs),

(c)  involve the  movement of any  equipment or use of or access to any Software
     in a manner  which  would  require  STK to obtain  additional  permissions,
     rights, or waivers from licensors or lessors, or

(d)  adversely impact the way in which STK conducts its business or operations.

(2)  EDS and STK will negotiate in good faith any Services pricing  reduction or
     credits to STK which may result  from such  relocation  of the  Relocatable
     Services.

(ii) Moving Services Other than Relocatable Services.

(1)  In addition  to the  Relocatable  Services,  at any time during the term of
     this Agreement or the applicable Authorization Letter, with regard to other
     portions of the Services that are being performed  pursuant to a particular
     Authorization  Letter,  EDS may make proposals to STK for STK's  reasonable
     consideration  for an  arrangement  under which EDS may perform  such other
     portions of the Services from another  location or relocate any Software or
     personnel used by EDS to perform such other portions of the Services.

(2)  If STK  accepts any such  proposal,  the Parties  will  negotiate  mutually
     agreeable  terms and conditions  relating to such  relocation of such other
     portions of the Services and make  appropriate  modifications to the terms,
     including  Services  pricing or  credits to STK which may result  from such
     relocation,  of the applicable Authorization Letter, in accordance with the
     Authorization Letter Change Control Procedures,  or as an amendment to this
     Agreement.  If the Parties are unable to negotiate mutually agreeable terms
     and conditions  within ninety (90) days,  then,  unless otherwise agreed by
     the Parties in writing,  the negotiations will cease and STK will be deemed
     to have rejected such proposal.

(d)  Shared Facilities.
     -----------------

<PAGE>

(i)  At any time during the term of this Agreement,  with regard to the Services
     that are being performed pursuant to a particular Authorization Letter, EDS
     may  make  proposals  to STK  for  STK's  reasonable  consideration  for an
     arrangement  under which EDS may use all or a portion of the STK facilities
     from which EDS is then performing the Services or any portion  hereunder to
     perform services for other clients of EDS.

(ii) If STK  accepts any such  proposal,  the Parties  will  negotiate  mutually
     agreeable terms and conditions  relating to EDS' use of such STK facilities
     for other EDS  clients  and make  appropriate  modifications  to the terms,
     including  Services  pricing  or credits to STK or charges to EDS which may
     result from such use of STK  facilities,  of the  applicable  Authorization
     Letter  in  accordance  with  the   Authorization   Letter  Change  Control
     Procedures, or as an amendment to this Agreement. If the Parties are unable
     to negotiate  mutually  agreeable  terms and conditions  within ninety (90)
     days,  then,  unless  otherwise  agreed  by the  Parties  in  writing,  the
     negotiations  will  cease  and STK will be  deemed  to have  rejected  such
     proposal.

1.9  Correction of Errors.
     --------------------

(a)  At no cost to STK, EDS shall promptly correct any errors or inaccuracies in
     STK Data or Reports caused by EDS.

(b)  Unless otherwise set forth in the Applicable Authorization Letter,

(i)  EDS shall  promptly  correct any errors or  inaccuracies  (other than those
     caused by EDS, which are the subject of Section  1.9(a),  above) in the STK
     Data  or  Reports  (i.e.,  those  caused  by STK or as a  result  of bad or
     incorrect  STK Data or other  incorrect  information  from  STK),  and such
     corrections:

(1)  shall be rendered by EDS at no additional  charge to STK to the extent such
     corrections  are  within  the  scope  of  the  Services  set  forth  in the
     applicable Authorization Letter; or

(2)  shall be rendered by EDS at no additional  charge to STK to the extent such
     corrections can be made by EDS without additional resources,  provided that
     if the rendering of such correction  services may reasonably be anticipated
     to negatively affect the delivery of Services or the Service Levels, if STK
     wishes to have the correction  services  performed at no additional charge,
     STK may  re-prioritize the delivery of Services or adjust Service Levels in
     a manner so as to give EDS appropriate relief from such Services or Service
     Levels.

(ii) If there will be additional charges to STK under this Section 1.9, then EDS
     shall obtain STK's prior written approval of the applicable  charges before
     performing such corrections.

(c)  Unless  otherwise  specifically  set forth in the Applicable  Authorization
     Letter,  corrections  and reruns  shall be  reported  in daily,  weekly and
     monthly  reports  defined  by STK and  produced  by EDS as a portion of the
     Services at no additional charge to STK.

<PAGE>

1.10 Reports.  As a part of the Services and at no additional charge to STK, EDS
     -------
     shall   prepare  and  deliver  to  STK  the  reports   described   in  each
     Authorization  Letter ("Reports") by the respective  deadlines specified in
     each Authorization Letter.

1.11 Procedures Manual.
     -----------------

     Unless the applicable Authorization Letter contains a different process for
     creating and changing the applicable  Procedures Manual, then the following
     shall apply:

(a)  Initial Procedures Manual.
     -------------------------

(i)  Within  forty-five  (45) days following the Services  Commencement  Date of
     each Authorization  Letter, EDS shall deliver to STK for review and comment
     a  comprehensive,  complete draft of a manual which complies with STK's ISO
     certification requirements (the "Procedures Manual"):

(1)  describing  in detail the  activities  EDS shall  perform  to  provide  the
     Services  in  the  applicable   Authorization  Letter,   including,   where
     appropriate,   direction,   supervision,   monitoring,  quality  assurance,
     staffing,  reporting,  planning,  and  testing  activities  and  procedures
     normally  undertaken  at facilities  that provide  services of the type EDS
     shall provide under the applicable Authorization Letter, and

(2)  including the documentation (such as, for example, operations manuals, user
     guides, forms of Service Level reports, call lists,  escalation procedures,
     emergency  procedures,  and requests for  approvals or  information)  which
     provides further information regarding the Services, and

(3)  is based:

(a)  on the STK  procedures  manual  used to  provide  the  particular  Services
     reflected in such  Authorization  Letter  immediately  before the effective
     date of each  Authorization  Letter,  if STK desires to have such manual be
     used for such purpose, and/or

(b)  on the STK procedures used to provide the particular  Services reflected in
     such  Authorization  Letter  immediately  before the effective date of each
     Authorization  Letter,  if STK desires to have such STK procedures used for
     such purpose.

(ii) STK shall provide  comments on the Procedures  Manual to EDS within fifteen
     (15) days after STK's receipt. EDS shall incorporate any mutually agreeable
     comments and suggestions made by STK and shall deliver a revised Procedures
     Manual within fifteen (15) days after receipt of STK's comments.

(iii)The process set forth in Section  1.11(a)(ii)  shall be repeated  until the
     Parties agree upon the contents of the  Procedures  Manual.  If the Parties
     are not able to agree upon the  contents  of the  Procedures  Manual  after
     either:

<PAGE>

(1)  the process set forth in Section  1.11(a)(ii)  has been followed a total of
     three times, or,

(2)  one hundred  twenty  (120) days after the  Authorization  Letter  Effective
     Date,

     then the Parties shall proceed to the dispute  resolution process set forth
     in Article IX.

(b)  Updates to Procedures Manual.
     ----------------------------

(i)  EDS shall  update  each  Procedures  Manual for each  Authorization  Letter
     throughout the term of each Authorization  Letter to reflect changes in the
     Services  and the  procedures  and  resources  used to provide the Services
     within five (5) Business  Days after such change is agreed upon through the
     applicable procedure ("Change Date").

(ii) STK shall provide comments on the updated  Procedures  Manual to EDS within
     five (5)  Business  Days after STK's  receipt.  EDS shall  incorporate  any
     mutually agreeable comments and suggestions made by STK and shall deliver a
     revised  Procedures  Manual  within five (5) Business Days after receipt of
     STK's comments.

(iii)The process set forth in Section  1.11(b)(ii)  shall be repeated  until the
     Parties agree upon the contents of the  Procedures  Manual.  If the Parties
     are not able to agree upon the  contents  of the  Procedures  Manual  after
     either:

(1)  the process set forth in Section  1.11(b)(ii)  has been followed a total of
     three times, or,

(2)  thirty (30) days after the Change Date,

     then the Parties shall proceed to the dispute  resolution process set forth
     in Article IX.

(iv) Except for modifications  necessitated by emergencies (as may be defined in
     the applicable  Authorization  Letter or Procedures  Manual),  no change in
     then current  procedures shall be implemented  unless and until the Parties
     have agreed upon the updated Procedures Manual.

(c)  Effect of Procedures Manual.
     ---------------------------

(i)  EDS shall  use the  then-current  version  of the  Procedures  Manual as an
     operational guide to the performance of the Services.

(ii) Unless  otherwise  specified in the applicable  Authorization  Letter,  EDS
     shall not be in default or  material  default  solely  because it failed to
     perform the Services in accordance  with the  Procedures  Manual.  As such,
     unless otherwise expressly specified in the applicable Authorization Letter
     that EDS is to perform the Services in accordance with specific sections of
     the  Procedures  Manual or in accordance  with the Procedures  Manual,  the
     Procedures   Manual   shall  not   constitute   a   contractual   document,
     responsibility  or  obligation  of EDS to perform  such  Services in such a
     manner.

<PAGE>

(d)  Conflicts.
     ---------

(i)  In the  event  of a  conflict  between  the  provisions  of the  applicable
     Authorization  Letter and its  Procedures  Manual,  the  provisions  of the
     Authorization  Letter shall control,  and STK's and EDS'  acceptance of the
     Procedures Manual shall not be deemed a waiver of any rights of STK or EDS.

(ii) See also Section 1.4 regarding conflicts.

(e)  STK Approvals.  Approvals (agreement) by STK under this Section 1.11 of the
     -------------
     initial  Procedures  Manual and any updates thereto may be made only by the
     STK Authorization Letter Representative in writing.

(f)  ISO  Certification  Requirements.  EDS is responsible for compliance of the
     --------------------------------
     Procedures Manual with the applicable STK ISO  certification  requirements.
     STK will provide EDS with a copy of the  applicable  STK ISO  certification
     requirements.

1.12 Technical Change Control.  EDS shall implement any changes in the technical
     ------------------------
     environment  and systems  used to provide the Services  only in  accordance
     with the terms of the applicable Authorization Letter.

1.13 Authorization Letter Change Control Procedures.
     ----------------------------------------------

     Unless the applicable Authorization Letter contains a different process for
     creating  and  changing  the  applicable  Authorization  Letter,  then  the
     following shall apply:

(a)  Changes.

(i)  From time to time during the term of each Authorization  Letter, STK or EDS
     may propose adjustments,  changes or additions (collectively a "Change") to
     a  particular   Authorization  Letter,   including   modifications  to  the
     applicable statement of work. This process should be used for major Changes
     in the Services reflected in the applicable Authorization Letter and should
     not be used for Out of Scope  Services to be provided by EDS outside of the
     Services,  unless such new services are so closely  related to the Services
     that  the  Services  could  not be  provided  effectively  unless  such new
     services were also provided,  in which case this process should be used for
     including  such Out of Scope  Services into the Services.  For Out of Scope
     Services  which are not so closely  related to the Services,  an additional
     Authorization Letter would be negotiated.

(ii) Small or routine  Changes made in the ordinary  course of EDS' provision of
     the Services that are performed within the then-existing  resources used to
     provide the Services and that do not materially modify the items (including
     but not limited to Services, Service Levels, tasks, responsibilities, fees)
     specified  in  the  applicable  Authorization  Letter  shall  be  made  and
     documented in accordance with the applicable Authorization Letter.

(b)  If  either  Party  desires  to  propose  a  major  Change  to a  particular
     Authorization Letter, it may do so by preparing and delivering an amendment

<PAGE>

     to the  Authorization  Letter  ("Authorization  Letter  Amendment")  to the
     Authorization Letter  Representative of the other Party. If the other Party
     is interested in investigating the Change,  then the  Authorization  Letter
     Representative   shall  notify,  in  writing,   the  Authorization   Letter
     Representative of the other Party.

(c)  The following matters should be considered by the Parties when preparing an
     Authorization Letter Amendment:

(i)  any changes in  specifications,  Services,  Service  Levels,  assignment of
     personnel and other resources,

(ii) how and when the Change would be implemented,

(iii)the effect of the  proposal,  if any, on the  amounts  payable by STK under
     the applicable Authorization Letter,

(iv) any other terms relevant to the Change.

(d)  EDS and STK will  cooperate  with each other in  discussing  the Change and
     exchanging information relevant to evaluating the Change, including without
     limitation   the   scope,   nature,    equipment,    software,    staffing,
     implementation,  timing, and if applicable, any amounts associated with the
     Change.

(e)  EDS shall, as promptly as reasonably possible,  but unless otherwise agreed
     by the Parties,  in not more than thirty (30) days, prepare at EDS' expense
     and  deliver  to the STK  Authorization  Letter  Representative  a  revised
     Authorization Letter Amendment reflecting the discussions of the Parties.

(f)  After the STK  Authorization  Letter  Representative  receives  the revised
     Authorization  Letter  Amendment  from EDS,  the STK  Authorization  Letter
     Representative shall notify the EDS Authorization Letter Representative of:

(i)  any  modifications or clarifications  required in the Authorization  Letter
     Amendment,

(ii) STK's acceptance of the Authorization Letter Amendment, or

(iii) STK's rejection of the Authorization Letter Amendment.

(g)  If STK notifies EDS of any modifications or clarifications  required in the
     Authorization Letter Amendment,  then EDS promptly (unless otherwise agreed
     by  the  Parties,  in not  more  than  ten  (10)  days)  shall  revise  the
     Authorization  Letter Amendment and submit the revised document to STK. The
     process described in Section 1.13(f) above shall then follow.

(h)  An Authorization Letter Amendment,  once submitted to STK, shall constitute
     an offer by EDS to implement  the proposal  described  therein on the terms
     set forth therein,  and shall be  irrevocable  for a minimum of thirty (30)
     days after the latest version is issued by EDS.

(i)  No  Change  to  an  Authorization  Letter  shall  become  effective  or  be
     implemented unless and until such  Authorization  Letter Amendment has been
     executed  by the  respective,  authorized  representative  of  each  of the
     Parties.

(j)  If either STK or EDS proposes a Change pursuant to the Authorization Letter
     Change Control  Procedures,  the charge for such Change shall be determined

<PAGE>

     in the manner set forth in this Section (j) as follows:

(i)  To the extent the proposed  change or addition can be  accommodated  within
     the  existing  level of  resources  then being  used by EDS to provide  the
     Services under the applicable  Authorization Letter and without degradation
     to existing Service Levels (unless otherwise agreed by STK in writing), the
     charges payable by STK under the applicable  Authorization Letter shall not
     be increased.

(ii) To the extent the proposed change or addition  necessarily will require the
     addition or  subtraction  of  resources  for which a pricing  metric  (such
     pricing metrics being pre-set charges for adjustments in applicable fees to
     be paid to EDS that are expressly  reflected in the  Authorization  Letter)
     exists under the applicable  Authorization  Letter, the resulting change to
     the charges payable by STK hereunder shall be calculated in accordance with
     that pricing metric.

(iii)Except as set forth in (i) and (ii),  above,  any other  charge  adjustment
     shall be a mutually agreed charge or fee.

1.14 Service Levels.
     --------------

(a)  Service Levels; Review of Service Levels.
     ----------------------------------------

     Unless  otherwise  specifically  set forth in the applicable  Authorization
     Letter:

(i)  As a part of the statement of work for each  Authorization  Letter and with
     respect to the Services to be performed pursuant thereto,  the Parties will
     jointly  define and  determine  the  Service  Levels that will apply to the
     Services in such Authorization Letter. If a Service Level is not to go into
     effect  on the  Services  Commencement  Date set  forth in the  application
     Authorization  Letter,  the Authorization  Letter must clearly specify when
     such Service Level is to go into effect.

(ii) Throughout  the  term  of  each   Authorization   Letter,   EDS  shall  use
     Commercially  Reasonable Efforts to identify and notify STK of commercially
     reasonable  methods of improving the Service Levels.  Within six (6) months
     after the Services  Commencement Date of each  Authorization  Letter and at
     least  quarterly  thereafter,  the Parties shall jointly review the Service
     Levels and adjust  them  pursuant to Section  1.13 to reflect any  improved
     performance  capabilities  associated  with advances in the  technology and
     methods used to perform the Services.

(b)  Measurement and Monitoring  Tools.  As part of the Services  throughout the
     ---------------------------------
     term of each  Authorization  Letter,  and at no additional cost to STK, EDS
     shall implement reasonable  measurement and monitoring tools and procedures
     necessary  (collectively the "Monitoring  Protocol") to compare EDS' actual
     performance  of  the  Services  to  the  Service  Levels.  Such  Monitoring
     Protocols are subject to STK's approval.

(c)  Failure to Meet Service Levels.
     ------------------------------

(i)  EDS  acknowledges  that its failure to meet one or more Service  Levels may
     have a material  adverse  effect on the business and  operations of STK and
     that,  subject to the  provisions of Section 11.2 hereof and the applicable
     remedies set forth in the applicable  Authorization  Letter, STK shall have

<PAGE>

     any remedies  available to STK under this  Agreement,  at law or in equity,
     including,  if such failure  constitutes  a material  breach by EDS and EDS
     fails to cure  such  breach  as  provided  in  Section  10.1,  the right to
     terminate  this  Agreement  for  material  default in  accordance  with the
     provisions of Section 10.1(a).

(ii) Each time EDS fails to meet a Service Level, EDS shall:

(1)  promptly  investigate the root cause(s) of the failure and deliver to STK a
     written report identifying such root cause(s) in the form requested by STK;

(2)  and

(a)  if such  problem was  attributable  to the fault of EDS,  at no  additional
     charge to STK,  promptly correct the problem and begin meeting such Service
     Level; or

(b)  if such  problem was not  attributable  to the fault of EDS but  correction
     and/or  management  of the  correction  is within the scope of the Services
     under the applicable Authorization Letter, then, at no additional charge to
     STK, promptly correct the problem and begin meeting such Service Level, or

(c)  if such problem was not  attributable  to the fault of EDS, and  correction
     and  management  of the  correction is not within the scope of the Services
     under the applicable Authorization Letter, cooperate with STK to effect the
     correction of such problem and begin meeting such Service Level, and

(3)  advise STK of the status of such status and corrective efforts.

(iii)EDS shall  not be liable  for any  failure  to meet a Service  Level to the
     extent that such failure is directly caused by:

(1)  a Force Majeure Event; or

(2)  the failure of STK to perform the functions and  responsibilities of STK as
     those functions and responsibilities are specifically identified in the STK
     responsibilities in the applicable  Authorization  Letter,  unless such STK
     failure is attributable to EDS or such function or  responsibility  was the
     responsibility  (to perform and/or  manage) of EDS under any  Authorization
     Letter or another agreement or arrangement with EDS, or

(3)  if applicable, the events exempted from liability as specifically set forth
     in the  applicable  Service Level portion of the  applicable  Authorization
     Letter.

1.15 Benchmarking.
     ------------

(a)  In order to determine whether EDS is delivering  Services which are, in the
     aggregate for each Authorization Letter, comparable in price and quality to
     similarly   bundled   prices,   terms  and  service   offerings   of  other

<PAGE>

     best-in-class  service  providers,  STK may, at its election and at its own
     cost and expense,  conduct  benchmarking  subject to the provisions of this
     Section  1.15.  Such  benchmarking  exercises  shall  compare the  Services
     provided by EDS for a particular  Authorization  Letter  hereunder and EDS'
     charges  therefor  against  similarly  bundled  prices,  terms and  service
     offerings   (including,   without  limitation,   comparable  financial  and
     operational  risks  inherent in such service  offerings)  provided by other
     best-in-class and similarly situated service providers.  In addition,  such
     benchmarking   exercises  shall  not  occur  prior  to  the   [CONFIDENTIAL
     INFORMATION  DELETED]  month after the  Services  Commencement  Date of the
     applicable   Authorization   Letter  and,   subsequent   to  such   initial
     benchmarking   exercise,  no  more  often  than  once  every  [CONFIDENTIAL
     INFORMATION DELETED] months for the remainder of the term of the applicable
     Authorization Letter.

(b)  To the extent that additional  resources are reasonably  required by EDS to
     support  the  benchmarking  exercise,  STK  shall  compensate  EDS for such
     additional   resources  at  the  rates  for  personnel  in  the  applicable
     Authorization   Letter.   Otherwise,   the  expenses  of  the  third  party
     facilitator  shall be  borne  solely  by STK,  but EDS  will  provide  EDS'
     internal personnel resources required to support such benchmarking  process
     at no additional charge to STK.

(c)  Such  benchmarking  exercise will be facilitated by one or more independent
     third  parties  agreed  to by both STK and EDS and  will be  based  upon an
     agreement entered into by STK, EDS and the third party facilitator(s).  The
     Parties  agree that no entity that is a  competitor  of either party and no
     entity that would be  conflicted  by its status as a  corporate  auditor of
     either party will serve as the third party  facilitating  any  benchmarking
     exercise  hereunder.  The following are examples of acceptable  third party
     facilitators:  Compass, Forrester Research, Gartner Group, Giga Information
     Group,  and Meta Group.  Agreement  upon a facilitator  shall be contingent
     upon such facilitator's agreement to such non-disclosure obligations as may
     be  reasonably  required  by each  Party,  taking  into  account the highly
     sensitive, trade secret nature of the information to which such facilitator
     may be provided access.

(d)  The  facilitator(s)  will  provide  a  preliminary  (draft)  report  of the
     ===========================================================================
     benchmarking  exercise  to the  Parties,  which  report  will  include  the
     ===========================================================================
     methodology  used,  findings  and  conclusions  and support  therefor.  The
     ===========================================================================
     Parties will have thirty (30) days to provide  comments and questions.  The
     ===========================================================================
     facilitator(s)  will be required to respond to all of the Parties' comments
     ===========================================================================
     and questions before issuing a "Final  Benchmarking  Report" (the report of
     ===========================================================================
     the faciltators(s)  issued after addressing the comments and questions from
     ===========================================================================
     the Parties  concerning the  benchmarking  exercise and preliminary  report
     ===========================================================================
     thereon).
     ========

(e)  If the Final Benchmarking  Report identifies no best-in-class and similarly
     ===========================================================================
     situation  service  provider  alternative  to  EDS  with  a  charge  or fee
     ===========================================================================
     advantage   to  STK  of  at  least   [CONFIDENTIAL   INFORMATION   DELETED]
     =================================
     improvement,  the  Authorization  Letter  will  continue  in full force and
     ===========================================================================
     effect without any modification or change. If the Final Benchmarking Report
     ===========================================================================
     indicates that a  best-in-class  and similarly  situated  service  provider
     ===========================================================================
     other than EDS offers a fully comparable aggregate of Services as reflected
     ===========================================================================
     in the  applicable  Authorization  Letter(s)  for a charge  or fee at least
     ===========================================================================
     [CONFIDENTIAL  INFORMATION DELETED] less than the EDS fees or charges under
                                         =======================================
     the applicable  Authorization  Letter(s),  the Parties will meet as soon as
     ===========================================================================
     reasonably   practicable  to  discuss  the  benchmarking  report  and  will
     ===========================================================================
     negotiate in good-faith with regard to any adjustments or  modifications to
     ===========================================================================

<PAGE>

     the  Authorization  Letter that either Party  believes are  appropriate  in
     ===========================================================================
     light  of  such  benchmarking  report,  provided,  however,  that  no  such
     ===========================================================================
     adjustment or  modification  shall be made unless  mutually  agreed upon in
     ===========================================================================
     writing by the Parties.
     =======================

(f)  If the Parties are unable to reach an agreement on appropriate  adjustments
     ===========================================================================
     or modifications to the applicable Authorization Letter pursuant to Section
     ===========================================================================
     1.15(e) within ninety(90) days after the receipt of the Final  Benchmarking
     ===========================================================================
     Report, then STK will have the option, but not the obligation, to terminate
     ===========================================================================
     the affected  Authorization  Letter(s) subject to the terms of this Section
     ===========================================================================
     1.15(f).  In order for STK to  exercise  its  termination  option STK would
     ===========================================================================
     deliver to EDS written notice of such termination identifying the effective
     ===========================================================================
     termination date (which would be at least sixty (60) days after the date of
     ===========================================================================
     such notice). In connection with any such termination:
     ======================================================

(i)  STK shall have no liability to EDS for amounts in excess of:
     ============================================================

(1)  the EDS fees or charges specified in the affected  Authorization  Letter up
     ===========================================================================
     to the effective date of termination, and
     =========================================

(2)  an  amount  which is equal to  [CONFIDENTIAL  INFORMATION  DELETED]  of the
     =============================                                        ======
     Termination Fee reflected in the affected Authorization Letter.
     ===============================================================

(ii) The Parties acknowledge and agree that:
     =======================================

(1)  such termination will only be for the affected Authorization Letter(s) and,
     ===========================================================================
     at STK's  option,  any portions of other  Authorization  Letters  which are
     ===========================================================================
     expressly tied to the benchmarked Authorization Letter,
     =======================================================

(2)  except as set forth in Section  1.15(f)(ii)(1),  all other then outstanding
     ===========================================================================
     Authorization  Letters  and this  Agreement  shall not be  affected by such
     ===========================================================================
     termination  and shall remain in full force and effect in  accordance  with
     ===========================================================================
     their respective terms and conditions; provided, however, that in the event
     ===========================================================================
     such  termination  of an  Authorization  Letter  directly  impacts  another
     ===========================================================================
     Authorization  Letter,  as reflected in Section  1.15(e)(ii)(1)  above, the
     ===========================================================================
     Parties will negotiate  mutually  agreeable  adjustments in the EDS charges
     ===========================================================================
     for the remaining portion of the impacted Authorization Letter, , and
     =====================================================================

(3)  the Parties may, in the applicable Authorization Letter(s),  mutually agree
     ===========================================================================
     to modify the percentage  reflected herein as to the termination  amount to
     ===========================================================================
     be paid pursuant to this Section 1.15(f).
     ========================================


                       Article II. Relationship Management
                                   -----------------------

2.1  Authorization Letter Representatives.
     ------------------------------------

(a)  EDS Authorization Letter Representatives.

(i)  During  the  term  of  each  Authorization  Letter,  EDS  will  provide  an
     individual for each Authorization Letter who will be primarily dedicated to

<PAGE>

     STK's account with respect to that  Authorization  Letter and who, at STK's
     request, will maintain an office at STK's facilities located in Louisville,
     Colorado (the "EDS Authorization Letter Representative").

(ii) Each EDS Authorization Letter Representative:

(1)  will be reasonably acceptable to STK,

(2)  will  be the  primary  contact  for  STK in  dealing  with  EDS  under  the
     applicable Authorization Letter,

(3)  will have overall responsibility for managing and coordinating the delivery
     of the Services, under the applicable Authorization Letter;

(4)  will  meet  regularly  with  the   applicable  STK   Authorization   Letter
     Representative, and

(5)  will have the power and authority to make decisions with respect to actions
     to be taken by EDS in the ordinary course of day-to-day management of STK's
     account with respect to the applicable Authorization Letter.

(b)  STK Authorization Letter Representatives.

(i)  During  the  term  of  each  Authorization  Letter,  STK  will  provide  an
     individual for each  Authorization  Letter (the "STK  Authorization  Letter
     Representative").

(ii) Each STK Authorization Letter Representative:

(1)  will  be the  primary  contact  for  EDS in  dealing  with  STK  under  the
     applicable Authorization Letter,

(2)  will  meet  regularly  with  the   applicable  EDS   Authorization   Letter
     Representative, and

(3)  will have the power and authority to make decisions with respect to actions
     to be taken by STK in the  ordinary  course  of  day-to-day  business  with
     respect to the applicable Authorization Letter.

2.2  Executive Representatives.
     -------------------------

(a)  STK Executive Representative.

(i)  During  the term of this  Agreement,  STK  will  designate  a senior  level
     individual  who will be authorized to act as STK's primary  contact for EDS
     in dealing  with STK under this  Agreement  and who will have the power and
     authority  to make  decisions  with  respect  to actions to be taken by STK
     under this Agreement (the "STK Executive Representative").  The initial STK
     Executive Representative is Ken Martin.

(ii) The STK Executive Representative may designate in writing:

(1)  an additional STK employee or consultant to be the STK Authorization Letter
     Representative under each particular Authorization Letter, and

<PAGE>

(2)  a reasonable  number of additional STK employees or  consultants  (provided
     any such consultant has been given appropriate agency or other authority to
     act on  behalf  of STK) to be points of  contact  for EDS with  respect  to
     particular  matters  of  expertise  relating  to one or more  Authorization
     Letters.

(b)  EDS Executive Representative.

(i)  During  the term of this  Agreement,  EDS  will  designate  a senior  level
     individual who will be authorized to act as EDS' primary contact for STK in
     dealing  with STK  under  this  Agreement  and who will  have the power and
     authority  to make  decisions  with  respect  to actions to be taken by EDS
     under this Agreement (the "EDS Executive Representative").  The initial EDS
     Executive Representative is Mike O'Hair.

(ii) The EDS Executive Representative may designate in writing:

(1)  an   additional   EDS   employee  to  be  the  EDS   Authorization   Letter
     Representative under each particular Authorization Letter, and

(2)  a reasonable number of additional EDS employees to be points of contact for
     STK with respect to particular matters of expertise relating to one or more
     Authorization Letters.

2.3  Authorization Letter Committees; Relationship Committee.
     -------------------------------------------------------

(a)  Promptly   after  the   Authorization   Letter   Effective   Date  of  each
     Authorization  Letter,  the Parties shall form a committee  with respect to
     that Authorization Letter (the "Authorization Letter Committee"). The name,
     scope, goals,  membership,  meeting schedule and related processes shall be
     as set forth in each applicable Authorization Letter.

(b)  Each Authorization Letter Committee may appoint  subcommittees to deal with
     specific issues and establish scope,  goals,  membership,  meeting schedule
     and related processes for such committees.

(c)  Within  fifteen (15) days after the Agreement  Effective  Date, the Parties
     shall form a  committee  (the  "Relationship  Committee").  The  respective
     Executive  Representatives  shall be members of the Relationship  Committee
     and shall each appoint two  additional  members.  The name,  scope,  goals,
     membership,  meeting schedule and related  processes shall be determined by
     the Relationship Committee at the first meeting.

2.4  Reliance  on  Instructions.   In  performing  its  obligations  under  this
     --------------------------
     Agreement  and all  Authorization  Letters,  each Party will be entitled to
     rely upon any  routine  instructions,  authorizations,  approvals  or other
     information provided to such party by the other party's representative (STK
     Executive Representative,  STK Authorization Letter Representative(s),  EDS
     Executive  Representative,  or EDS Authorization Letter Representative,  as
     applicable)  or, as to areas of competency  specifically  identified by the
     such representative, by any other personnel of such Party identified by the
     Party's Executive Representative, from time to time, as having authority to
     provide  the same on behalf  of STK in such  person's  area of  competency,
     unless:

(a)  the other  Party knew of any error,  incorrectness  or  inaccuracy  in such

<PAGE>

     instructions, authorizations, approvals or other information; or

(b)  otherwise specifically set forth in the applicable  Authorization Letter or
     Procedures Manual.


                             Article III. Personnel
                                          ---------

3.1  Use and Replacement of Personnel.
     --------------------------------

(a)  Removal of EDS Employees from STK Account.  Under any Authorization Letter,
     -----------------------------------------
     STK shall have the right to notify EDS if STK determines in good faith that
     the  continued  assignment to the STK account of any EDS employee is not in
     the best  interests of STK.  Upon receipt of such notice,  EDS shall have a
     reasonable  time period,  not to exceed five (5) days, to  investigate  the
     matters  stated  therein,  discuss  its  findings  with STK and  attempt to
     resolve such  matters in a manner  acceptable  to STK. If STK  continues to
     request the  replacement of such  individual  after such period,  EDS shall
     remove the individual  from the STK account.  Nothing in this Section shall
     be deemed to require EDS to terminate the  employment  of such  individual.
     When replacing such an individual,  EDS shall locate and assign individuals
     who have qualifications and skills acceptable to STK.

(b)  Key EDS Positions
     -----------------

     Unless  otherwise  specifically  set forth in the applicable  Authorization
     Letter:

(i)  Each  Authorization  Letter will designate certain EDS personnel  positions
     (the "Key EDS  Positions"),  if any,  which are critical to  providing  the
     Services  throughout  the  term of such  Authorization  Letter.  By  mutual
     agreement, the Parties may change or update the Key EDS Positions from time
     to  time  during  the  term  of the  Authorization  Letter  (utilizing  the
     applicable Authorization Letter Change Control Procedures),  provided that,
     unless  otherwise  agreed by the  parties in the  applicable  Authorization
     Letter, the number of Key EDS Positions on each Authorization  Letter shall
     not  exceed  four.  EDS  shall  cause  the  personnel  filling  the Key EDS
     Positions to devote  substantially full time and effort to the provision of
     the Services while such EDS personnel are filling a Key EDS Position.

(ii) The  individuals  who will fill the Key EDS Positions will be listed in the
     appropriate exhibit to the applicable Authorization Letter, and the Parties
     acknowledge  that,  if no position is  reflected  in  conjunction  with the
     individual's  name in the exhibit to the applicable  Authorization  Letter,
     the  position  held  by  such  individual  as of  the  applicable  Services
     Commencement  Date will be deemed to be a Key EDS Position.  EDS shall not,
     from the date an individual first fills a Key EDS Position until completion
     of the period set forth next to such Key EDS  Position  in the  appropriate
     schedule  transfer such individual  from such Key EDS Position,  unless EDS
     and STK, after good faith  consultation with the other,  determine that the
     individual  should no longer  continue in the Key EDS Position.  EDS agrees
     that it will not  assign any EDS  Employee  filling a Key EDS  Position  to
     provide  services  to any of the STK  Competitors  during  such  employee's
     assignment  to a Key  EDS  Position  or  for a  period  of  two  (2)  years
     thereafter.

<PAGE>

(iii) Before assigning an individual to fill a Key EDS Position,

(1)  EDS promptly:

(a)  shall notify STK of the proposed assignment,

(b)  shall introduce the individual to appropriate  STK personnel  designated by
     the  STK  Executive   Representative  or  the  STK   Authorization   Letter
     Representative, and

(c)  shall  provide  STK with a resume  and such  other  information  as STK may
     reasonably request.

(2)  If STK objects in good faith to the proposed assignment within fifteen (15)
     days  after  being  notified  thereof,  EDS  promptly  shall  discuss  such
     objections  with STK and  attempt to resolve  them on a mutually  agreeable
     basis. If STK continues to object to the proposed assignment, EDS shall not
     assign the individual to that position and promptly  shall propose  another
     individual to fill the Key EDS Position with appropriate qualifications and
     skills.

(iv) The prior  individual  in an Key EDS  Position  will train the  replacement
     individual for that Key EDS Position.

(v)  As other employees are assigned to the Key EDS Positions in accordance with
     the  provisions of this  Agreement,  the exhibit  setting forth the list of
     employees in those  positions  [see (ii) above] shall be updated to include
     such  individuals'  names, or if this is not effected,  such names shall be
     deemed to have been added to such Schedule.

(c)  All personnel  whom EDS  designates  to provide  services to STK under this
     Agreement  shall  be  employees  of  EDS,  its  subsidiaries  or  permitted
     subcontractors.  These  personnel shall not be construed to be employees of
     STK and no joint employment relationship is intended.

3.2  Use of Subsidiaries and Subcontractors.
     --------------------------------------

(a)  EDS shall not  subcontract  with any  individual  or entity  for  personnel
     resources  to perform any of EDS'  obligations  related to the  Services as
     described  in  the  appropriate   Authorization  Letter  attached  to  this
     Agreement  without  STK's prior written  consent,  which consent may not be
     unreasonably withheld.  Reasonable bases for withholding consent,  include,
     without limitation:

(i)  the subcontractor is an STK Competitor,

(ii) the  subcontractor  does not have an acceptable  reputation in the industry
     for quality and/or  reliability  or STK has one or more specific  instances
     where STK or its subcontractors  previously used such subcontractor and STK
     or its subcontractor was not satisfied with the quality or reliability,

(iii)the  subcontractor  does not  have  sufficient  resources  to  perform  the

<PAGE>

     services the subcontractor is to perform,

(iv) the subcontractor's financial profile is not acceptable, or

(iv) the  percentage  of  subcontracting  is greater  than 25% of the  headcount
     resources of the applicable portion of the Services.

(b)  EDS will remain  responsible  for the compliance by or on behalf of each of
     its subcontractors  with the terms and conditions of this Agreement and the
     applicable Authorization Letters.

(c)  With respect to any confidential  information of STK, EDS will not disclose
     or permit access to any subcontractor  (affiliated or unaffiliated)  unless
     and  until  such  subcontractor  has  agreed  in  writing  to  protect  the
     confidentiality of such confidential  information in the manner required by
     Section 7.5 and then disclose or permit access only to the extent necessary
     for such  subcontractor to perform those Services  subcontracted to it. EDS
     will provide to STK copies of such confidentiality agreements.

3.3  Hiring of  Employees.  Except  as set  forth in  Section  10.7  (Offers  to
     --------------------
     Employees),  during the Term, STK shall not directly or indirectly  solicit
     the employment of any EDS employees  providing the Services.  Except as set
     forth  in  Section  3.4,  during  the  Term,  while  EDS is  providing  any
     Termination/Expiration  Assistance  under the terms of this Agreement,  and
     for a period of twelve (12) months  thereafter,  EDS shall not  directly or
     indirectly solicit the employment of any STK employees.

3.4  STK Personnel to be Hired by EDS. Each Authorization Letter will reflect if
     --------------------------------
     any  employees  of STK are to be hired by EDS as a result  of the  Services
     that would be performed in each such Authorization Letter and the manner in
     which each such hiring of employees  would occur.  In the event the Parties
     do not  address the manner in which such  employees  would be hired by EDS,
     the following provisions shall apply:

(a)  Eligible Employees; New EDS Employees

(i)  Each  Authorization  Letter will  contain a  Schedule,  which lists the STK
     positions which will be assumed by EDS ("Assumed  Position").  An "Eligible
     Employee"  is an employee of STK who is in an Assumed  Position  and on the
     STK payroll the business  day before the  applicable  Authorization  Letter
     Services  Commencement  Date.  Within  seven (7) days after the  applicable
     Authorization  Letter  Effective  Date,  EDS will offer  employment to each
     Eligible  Employee,  with such offer of  employment  to be effective on the
     applicable  Authorization Letter Services  Commencement Date. Each Eligible
     Employee will remain an employee of STK until his or her effective  date of
     employment with EDS. For any Eligible Employee who is on a leave of absence
     approved  by STK as of the date the  offers by EDS are made  following  the
     Authorization  Letter  Effective Date and before the Services  Commencement
     Date,  EDS also will offer  employment to each such Eligible  Employee upon
     his or her return to active employment with STK,  provided,  however,  that
     the Eligible  Employee's  return to active employment is within one hundred
     thirty (130) days following the applicable  Authorization  Letter  Services
     Commencement  Date.  Each Eligible  Employee will remain an employee of STK
     until his or her effective  date of employment  with EDS. EDS shall have no
     obligation to employ an Eligible Employee who is not on the STK payroll and
     actively  employed  by STK on  the  last  business  day  before  his or her
     effective date of employment with EDS.

<PAGE>

(ii) The Parties agree that the value of the "Targeted Total  Compensation"  (as
     defined below) that these  Eligible  Employees,  in the aggregate,  will be
     initially  offered  from  EDS,   commencing  on  their  effective  date  of
     employment  with EDS,  constitutes a "Comparable  Job" as defined below. An
     Eligible  Employee who accepts EDS' offer of employment  hereunder  will be
     deemed to be a "New EDS  Employee"  for purposes of this  Agreement and for
     the  applicable  Authorization  Letter.  STK  will  terminate  each New EDS
     Employee on the day before the  applicable  Authorization  Letter  Services
     Commencement Date.

(iii) "Comparable Job" defined:

(1)  If the  Eligible  Employee  has been  employed by STK at least  twelve (12)
     months,  a Comparable  Job is one that provides the Eligible  Employee with
     Targeted Total  Compensation,  which means the Eligible  Employee's  actual
     base salary, targeted commissions and targeted bonuses, exclusive of fringe
     benefits  and  equity  awards,  equal  to at  least  90%  of  the  Eligible
     Employee's actual base salary, targeted commissions,  and targeted bonuses,
     exclusive of any fringe benefits and equity awards,  at STK during the most
     recent  completed  calendar  year or the last  twelve  (12) months in STK's
     discretion,  and the Eligible Employee will not be required to commute to a
     location more than fifty (50) miles farther than he or she was commuting to
     STK at the time of such offer.

(2)  if the Eligible Employee has worked for STK less than twelve (12) months, a
     Comparable  Job is one that  provides the Eligible  Employee  with Targeted
     Total  Compensation  equal  to at  least  90%  of the  Eligible  Employee's
     annualized base salary, targeted commissions,  and targeted bonuses at STK,
     exclusive  of any fringe  benefits  and  equity  awards,  and the  Eligible
     Employee will not be required to commute to a location more than fifty (50)
     miles  farther  than he or she  was  commuting  to STK at the  time of such
     offer.

(iv) Severance Benefits

(1)  During the 6-month period  following a New EDS  Employee's  start date with
     EDS, if EDS  terminates  the New EDS  Employee's  employment  with EDS, EDS
     shall provide such employee with  severance  benefits  equal to the greater
     of:

(a)  the severance  benefits provided to similarly  situated EDS employees under
     the EDS severance  policy in effect when the New EDS Employee is terminated
     from EDS, and

(b)  the severance  benefits provided to similarly  situated employees under the
     STK  severance   policy  in  effect  as  of  the  date  of  the  applicable
     Authorization Letter Services Commencement Date;

     provided that:
     -------------

<PAGE>

(x)  the terms of the  applicable  EDS  severance  policy  shall  determine  the
     eligibility of the New EDS Employee for these benefits, and

(y)  if the New EDS Employee is eligible for benefits  under the  applicable EDS
     severance  policy,  eligibility for benefits under the STK severance policy
     shall be  assumed  for  purposes  of  making  calculation  in this  Section
     3.4(a)(iv)(1).

(2)  After the 6-month period  following the New EDS Employee's  start date with
     EDS, EDS shall provide the New EDS Employee with  severance  benefits equal
     to those  provided  to  similarly  situated  EDS  employees  under  the EDS
     severance policy in effect when such employee is terminated from EDS.

(3)  For  purposes  of  eligibility,  vesting  and  benefit  accrual  under  the
     applicable EDS severance policies, each New EDS Employee shall be given one
     year's credit for each year of his or her service with STK.

(4)  For each New EDS Employee,  if any, who is  terminated  from EDS during the
     6-month period  following the New EDS  Employee's  start date with EDS, STK
     agrees to  reimburse  EDS for any and all  severance  benefits  that EDS is
     obligated to pay to the New EDS Employee under Section 3.4(a)(iv)(1) to the
     extent  that those  benefits  are  greater  than those to which the New EDS
     Employee  would be entitled to receive  under the EDS  severance  policy in
     effect when such  employee is  terminated  from EDS.  With  respect to each
     Authorization  Letter,  the  sum of  all of  STK's  obligations  under  the
     previous  sentence for all such New EDS Employees under that  Authorization
     Letter  shall not exceed the  Authorization  Letter  Severance  Cap and STK
     shall have no  obligation  to EDS  regarding  any New EDS  Employee  who is
     terminated more than 6-months following his or her start date with EDS.

(5)  The "Authorization Letter Severance Cap" will be:

(a)  with respect to Authorization  Letter No. 1 and Authorization Letter No. 2,
     $100,000 for the two Authorization Letters combined, and

(b)  with respect to each subsequent,  applicable Authorization Letter involving
     Eligible Employees, shall be specified in such Authorization Letter.


                             Article IV. STK's Role
                                         ----------

4.1  STK's Role.
     ----------

(a)  During the term of this Agreement and in connection  with EDS'  performance
     of its obligations  hereunder,  STK will, at its own cost and expense, have
     the  obligations  to EDS,  and  retain the  responsibilities,  specifically
     described in each Authorization Letter.

<PAGE>

(b)  STK  acknowledges  and agrees that EDS'  ability to perform the Services in
     accordance   with  this  Agreement  may  be  dependent  upon  STK's  timely
     performance of those  obligations  assigned to STK hereunder and under each
     Authorization Letter, but only:

(i)  if such EDS obligation is directly  dependent  upon the  performance of the
     particular STK's obligation at issue,

(ii) to the extent such failure of STK to meet such STK obligation  affects such
     EDS obligation, and

(iii)if EDS promptly notifies STK of STK's failure to so perform,  which in some
     cases may be after EDS performs a root cause analysis.

(c)  Unless  otherwise  specifically  permitted  in such  Authorization  Letter,
     despite any such failure of STK to meet such obligation, EDS shall continue
     to perform such Services and strive to meet such EDS obligations, provided,
     however,  that it is acknowledged and agreed that, in such situations,  EDS
     might only be able to provide  such  Services  at  correspondingly  reduced
     levels, including correspondingly reduced Service Levels, but only:

(i)  if such EDS obligation is directly  dependent  upon the  performance of the
     particular STK's obligation at issue,

(ii) to the extent such failure of STK to meet such STK obligation  affects such
     EDS obligation, and

(iii)if EDS promptly notifies STK of STK's failure to so perform,  which in some
     cases may be after EDS performs a root cause analysis.


         Article V. Representations, Warranties and Additional Covenants
                    ----------------------------------------------------

5.1  Mutual  Representations,  Warranties and Covenants.  Each Party represents,
     --------------------------------------------------
     warrants and covenants to each other that:

(a)  As of the Agreement  Effective Date, it is a corporation duly incorporated,
     validly  existing  and is in good  standing  under the laws of the state in
     which  it  is  incorporated,   and  is  in  good  standing  in  each  other
     jurisdiction where the failure to be in good standing would have a material
     adverse  effect on its  business or its ability to perform its  obligations
     under this Agreement or any Authorization Letter.

(b)  It has now and  will  have  throughout  the  term  of  this  Agreement  all
     necessary  corporate  power and  authority  to own,  lease and  operate its
     assets and to carry on its business as presently  conducted  and as it will
     be conducted  pursuant to this Agreement  without any approval from, notice
     to, or waiver of subordination of right by, any third party.

(c)  It has all  necessary  corporate  power and  authority  to enter  into this
     Agreement and to perform its obligations  hereunder,  and the execution and
     delivery  of this  Agreement  and  the  consummation  of this  transactions
     contemplated  thereby have been duly authorized by all necessary  corporate
     actions on its part.

(d)  This Agreement  constitutes and will constitute a legal,  valid and binding
     obligation of such Party,  fully enforceable  against it in accordance with
     its terms.

(e)  Each of the Parties covenants that it shall use all Commercially Reasonable
     Efforts so that no Viruses are coded,  introduced  or permitted to be coded
     or introduced  into any of the systems,  equipment,  or software  which are
     used to  provide  the  Services,  are used to store  STK  Data,  or are the
     subject of the Services.  If a Virus is coded or permitted to be introduced
     into the  systems  used to  provide  the  Services,  then EDS and STK shall
     perform  their  respective  tasks  as  specified  in  the   then-applicable
     Authorization  Letter(s)  and this  Agreement to diagnose and eliminate the
     Virus,  mitigate any losses of operational  efficiency caused by the Virus,
     and repair any damage to data caused by the Virus.

5.2  EDS Representations, Warranties and Covenants.
     ---------------------------------------------

     EDS represents,  warrants and covenants to and with STK, STK Affiliates and
     their respective  officers,  directors,  successors,  representatives,  and
     agents that:

(a)  As of the Agreement Effective Date, it has not violated any applicable laws
     or  regulation  or any STK  policies  (of which it has had written  notice,
     including publication on the STK intranet available to all STK employees);

(b)  It is not a party to, and is not bound or  affected  by or subject  to, any
     instrument,  agreement, charter or by-law provision, law, rule, regulation,
     judgment, subordination requirement, or order which would be contravened or
     breached  in any way as a result  of the  execution  of this  Agreement  or
     consummation of the transactions or performance of any Service contemplated
     by this Agreement.

(c)  EDS covenants that it and its subcontractors  shall perform the Services in
     a professional and workmanlike manner. In all cases where EDS has committed
     to a specific  performance  standard or Service  Level in an  Authorization
     Letter, such specific  performance  standard or Service Level shall govern.
     In all cases where EDS has not committed to a specific performance standard
     or Service Level in an  Authorization  Letter,  EDS and its  subcontractors
     will use reasonable care in providing Services thereunder.

(d)  EDS covenants  that it shall not knowingly  insert or permit to be inserted
     into any Software,  equipment or data any code, technology or feature which
     would have the effect of disabling any Software,  equipment or Services, or
     preventing the aggregation,  appending, use or accuracy of any STK Data and
     EDS shall not knowingly invoke or permit to be invoked such disabling code,
     technology  or feature at any time  (whether  during or after the Term) for
     any  reason.  If at any time the  licensor  or  provider of any Third Party
     Software,  equipment,  or services  shall  invoke or threaten to invoke any
     disabling code,  technology or feature in Third Party Software  licensed or
     provided  to EDS which  could  adversely  affect the  Software,  equipment,
     Services,  or STK Data,  then EDS shall  notify  STK as soon as such  third
     party threat or action comes to EDS'  attention  and EDS and STK shall work
     together using Commercially  Reasonable Efforts to perform their respective
     duties under this Agreement and the applicable  Authorization  Letter(s) to
     preclude such action on the part of such third party.

<PAGE>

(e)  That the information  furnished by EDS to STK as of the Agreement Effective
     Date and each Authorization  Letter Effective Date is accurate and complete
     in all material respects.

(f)  Warranty on Third Party Items.

(i)  Subject to Section 5.2(f)(ii),  EDS agrees that it will pass through to STK
     any rights it obtains under  warranties and indemnities  given by its third
     party  suppliers  in  connection  with  any  Software,  equipment  or other
     products provided by EDS pursuant to an Authorization  Letter to the extent
     permitted by the applicable  subcontractors  or suppliers.  If pass-through
     warranties and indemnities  reasonably  acceptable to STK are not available
     from a particular  subcontractor  or supplier,  EDS will discuss the matter
     with STK prior to engaging the particular  subcontractor  or supplier,  and
     the Parties will mutually  determine to either  accept the terms  available
     from such  subcontractor  or  supplier,  in which case EDS will enforce the
     applicable  warranty or  indemnity on behalf of STK as provided  below,  or
     deal with another  vendor of comparable  services,  Software,  equipment or
     other  products that will provide  warranties  and  indemnities  reasonably
     acceptable  to STK.  In the event of a Third Party  Software  or  equipment
     nonconformance,  EDS will coordinate  with, and be the point of contact for
     resolution of the problem through, the applicable vendor and, upon becoming
     aware of a problem,  will  notify  such  vendor  and will use  Commercially
     Reasonable  Efforts to cause such vendor to promptly  repair or replace the
     nonconforming  item in  accordance  with  such  vendor's  warranty.  If any
     warranties or  indemnities  may not be passed  through,  EDS agrees that it
     will,  upon the  request of STK,  take  reasonable  action to  enforce  any
     applicable  warranty or indemnity  which is  enforceable  by EDS in its own
     name. However, EDS will have no obligation to resort to litigation or other
     formal  dispute  resolution  procedures  to enforce  any such  warranty  or
     indemnity,  unless EDS chooses to do so and STK agrees to reimburse EDS for
     all  costs  and  expenses  incurred  in  connection  therewith,   including
     reasonable attorneys' fees and expenses.

(ii) EDS agrees that it will notify STK promptly when any Software, equipment or
     other  products to be provided by EDS pursuant to an  Authorization  Letter
     will be  obtained  from its third  party  suppliers.  Such  notice  will be
     provided  in a  timeframe  which  will allow STK and EDS to work out a pass
     through  warranty  under Section  5.2(f)(i) with the third party which pass
     through  warranty is acceptable to STK, and, if such pass through  warranty
     is not  acceptable  to STK,  for EDS or STK,  as the case may be, to obtain
     such  software,  equipment or other  products from another  source.  If EDS
     fails to so  notify  STK in a timely  manner,  then EDS will  warrant  such
     software,  equipment or other  products  directly to STK. The terms of such
     direct  warranty  will be a  mutually  agreeable,  but not  less  than  the
     prevailing warranty in the applicable industry.

(iii)Notwithstanding  the  foregoing,  this Section 5.2(f) does not apply to EDS
     Vendor Software.

(g)  Developed Software Warranty.

(i)  Except as otherwise  specifically set forth in a warranty in the applicable
     Authorization  Letter, EDS warrants that, during the Warranty Period,  each
     item of Developed Software (as defined in Section 6.1(e) of this Agreement)

<PAGE>

     under such  Authorization  Letter will conform in all material  respects to
     the written technical  specifications agreed to by the Parties and with the
     software development  methodologies adopted by the Parties pursuant to such
     Authorization  Letter.  The "Warranty  Period" is the time period following
     the successful  completion of systems  integration  testing which period is
     specified in the applicable  Authorization Letter, or, if not so specified,
     the twelve (12) month period following the successful completion of systems
     integration testing.

(ii) As  soon  as  reasonably  practicable  after  discovery  by STK or EDS of a
     failure of the Developed Software to so conform (a  "Nonconformance"),  STK
     or EDS, as applicable, will deliver to the other a statement and supporting
     documentation  describing in reasonable detail the alleged  Nonconformance.
     If there is a Nonconformance,  then EDS, at EDS' cost and expense, will use
     Commercially  Reasonable Efforts to correct such Nonconformance,  utilizing
     methods and techniques for correcting Nonconformances which comply with the
     Software  Development  processes  provided  by STK to EDS.  Such  cost  and
     expenses  will not be  passed  on to STK and the  resources  used by EDS to
     correct  such  Nonconformances  shall not be counted  against any  resource
     baselines  in  the  applicable  Authorization  Letter  or  charges  related
     thereto.

(iii) The foregoing warranty will not extend to any Nonconformances caused

(1)  by any change or  modification  to  Developed  Software  without EDS' prior
     written consent, or

(2)  by STK's operation of the Developed Software other than:

(a)  in accordance with the applicable documentation,

(b)  for the purpose for which it was designed, or

(c)  on hardware not recommended, supplied or approved in writing by EDS. If the
     hardware is included in the agreed  written  technical  specification,  EDS
     will be deemed to have approved such hardware in writing.

(iii)Furthermore,  unless  otherwise set forth in the  applicable  Authorization
     Letter, if, after undertaking  Commercially  Reasonable Efforts to remedy a
     breach  by EDS of the  foregoing  warranty,  EDS,  in the  exercise  of its
     reasonable  business  judgment,  determines  that any  repair,  adjustment,
     modification  or  replacement  is not  feasible,  or in the event  that the
     Developed Software, subsequent to all repairs,  adjustments,  modifications
     and  replacements,  continues to fail to meet the foregoing  warranty,  STK
     will return the Developed Software to EDS, and EDS will credit to STK, in a
     manner and on a  schedule  agreed to by the  Parties  and as STK's sole and
     exclusive remedy for such failure,  an amount equal to the charges actually
     paid by STK to EDS for the  Developed  Software that has failed to meet the
     foregoing warranty.

(iv) Notwithstanding  the other  provisions  of this  Section  5.2(g),  upon the
     written  request of STK, EDS will use  Commercially  Reasonable  Efforts to
     correct  an  alleged   Nonconformance   for  which  EDS  is  not  otherwise
     responsible  hereunder because it is caused or contributed to by one of the
     factors  listed  above and,  to the extent that such  correction  cannot be

<PAGE>

     performed  within the scope of the Services,  such  correction will be paid
     for by STK  at  the  then  current,  applicable  rates  established  in the
     applicable Authorization Letter.

5.3  STK Representations, Warranties and Covenants.
     ---------------------------------------------

     STK represents,  warrants and covenants to and with EDS, EDS Affiliates and
     their  respective  officers,  directors,  successors,  representatives  and
     agents that:

(a)  As of the Agreement Effective Date, it has not violated any applicable laws
     or regulations  which may be applicable to the STK  obligations  under this
     Agreement, the applicable Authorization Letters, or to STK or its business;

(b)  It is not a party to, and is not bound or  affected  by or subject  to, any
     instrument,  agreement, charter or by-law provision, law, rule, regulation,
     judgment, subordination requirement, or order which would be contravened or
     breached  in any way as a result  of the  execution  of this  Agreement  or
     consummation   of  the   transactions   or   performance  of  any  Services
     contemplated by this Agreement.

(c)  That the  information  furnished  by STK to EDS,  as of each  Authorization
     Letter  Effective Date, on which EDS based the description of the Services,
     any applicable  performance standards or Service Levels, and the charges to
     be paid by STK therefore,  as set forth in each  Authorization  Letter,  is
     accurate and complete in all material respects.

5.4  Disclaimer of Warranties.
     ------------------------

(a)  EXCEPT AS  OTHERWISE  EXPRESSLY  PROVIDED IN THIS  AGREEMENT,  EDS MAKES NO
     REPRESENTATIONS  OR WARRANTIES,  EXPRESS OR IMPLIED,  REGARDING ANY MATTER,
     INCLUDING THE MERCHANTABILITY,  SUITABILITY, ORIGINALITY, NON-INFRINGEMENT,
     FITNESS FOR A PARTICULAR USE OR PURPOSE,  OR RESULTS TO BE DERIVED FROM THE
     USE, OF ANY INFORMATION  TECHNOLOGY  SERVICE,  SOFTWARE,  HARDWARE OR OTHER
     MATERIALS  PROVIDED  UNDER THIS MASTER  AGREEMENT OR  AUTHORIZATION  LETTER
     HEREUNDER.

(b)  EXCEPT AS  OTHERWISE  EXPRESSLY  PROVIDED IN THIS  AGREEMENT,  STK MAKES NO
     REPRESENTATIONS  OR WARRANTIES,  EXPRESS OR IMPLIED,  REGARDING ANY MATTER,
     INCLUDING THE MERCHANTABILITY,  SUITABILITY, ORIGINALITY, NON-INFRINGEMENT,
     FITNESS FOR A PARTICULAR USE OR PURPOSE,  OR RESULTS TO BE DERIVED FROM THE
     USE, OF ANY SERVICE,  SOFTWARE,  HARDWARE OR OTHER MATERIALS OR INFORMATION
     PROVIDED UNDER THIS MASTER AGREEMENT OR AUTHORIZATION LETTER HEREUNDER.


                         Article VI. Proprietary Rights
                                     ------------------

6.1  Definitions. For purposes of this Agreement and all Authorization Letters:

(a)  Developed Software.  The term "Developed  Software" means any Software that
-----------------------
     is developed by EDS or its  subcontractors  under an Authorization  Letter,
     and paid for by STK,

<PAGE>

(i)  including  any Software  Changes made by EDS or its  subcontractors  to STK
     Software or STK-Vendor Software as part of the Services,

(ii) excluding

(a)  any Software Changes made to EDS Software or EDS-Vendor Software, and

(b)  any EDS  Software  or EDS  Development  Tools that are used in  developing,
     modifying or enhancing any Developed Software hereunder.

     Unless there are specific express fees to be paid for particular  Developed
     Software  pursuant to an  Authorization  Letter,  the payment by STK of the
     monthly EDS charges shall be deemed payment for the Developed Software.  To
     the extent the payment of such monthly EDS charges constitutes only partial
     payment for the Developed Software or if there are specific express fees to
     be paid for Developed  Software under an  Authorization  Letter and STK has
     only  partially  paid such fees,  STK shall be  entitled to receive the pro
     rata portion of the Developed Software represented by such partial payment.

(b)  EDS Development Tools. The term "EDS Development Tools" means all know-how,
--------------------------
     intellectual property, methodologies,  processes, technologies, algorithms,
     software, or development tools used in performing the Services which:

(i)  are based on trade secrets or proprietary information of EDS,

(ii) are developed or created by or on behalf of EDS without reference to or use
     of the intellectual property of STK, or

(iii) are otherwise owned or licensed by EDS.

(c)  EDS Patentable  Developments.  The term "EDS Patentable Developments" shall
---------------------------------
     have the meaning set forth in Section 6.2(d)(v).

(d)  EDS Software.  The term "EDS  Software"  means any Software  that,  for any
-----------------
     Services to be performed under a particular  Authorization Letter, is owned
     or  developed  by or on behalf of EDS before the  particular  Authorization
     Letter  Services  Commencement  Date,  or is acquired or developed by or on
     behalf  of  EDS  after  the  particular   Authorization   Letter   Services
     Commencement Date without reference to or use of the intellectual  property
     of STK.

(e)  EDS-Vendor  Software.  The term  "EDS-Vendor  Software"  means any Software
-------------------------
     that,  for any  Services to be performed  under a particular  Authorization
     Letter,  is  proprietary to any party other than EDS or STK and is licensed
     to EDS. EDS Vendor Software does not include Third Party Software.

(f)  Other  Deliverables.  The term "Other  Deliverables"  means those  tangible
------------------------
     (including  without  limitation hard copy and electronic  forms),  viewable
     items (other than  Software)  that are developed and delivered by EDS under
     this Agreement and the  applicable  Authorization  Letter,  and paid for by
     STK.  Examples of Other  Deliverables  are assessments,  reports,  manuals,
     charts,  checklists,  system design or site layouts,  flow charts and other
     documentation.

     Unless there are  specific  express  fees to be paid for  particular  Other
     Deliverables pursuant to an Authorization Letter, the payment by STK of the

<PAGE>

     monthly EDS charges shall be deemed payment for the Other Deliverables.  To
     the extent the payment of such monthly EDS charges constitutes only partial
     payment for the Other Deliverables or if there are specific express fees to
     be paid for Other  Deliverables  under an Authorization  Letter and STK has
     only  partially  paid such fees,  STK shall be  entitled to receive the pro
     rata portion of the Other Deliverables represented by such partial payment.

(g)  Patentable Developments.  The term "Patentable Developments" shall mean all
----------------------------
     inventions,  discoveries, or improvements that are first conceived, reduced
     to practice, originated, or developed pursuant to this Agreement.

(h)  Residual Knowledge. The term "Residual Knowledge" means:
-----------------------

(i)  with  respect to EDS, the ideas,  concepts,  methodologies,  processes  and
     know-how  which are developed or created by EDS in the course of performing
     the  Services  and may be retained by EDS'  employees  in  intangible  form
     (i.e., in the employee's memory, not in an electronic form such as computer
     memory), and

(ii) with  respect to STK, the ideas,  concepts,  methodologies,  processes  and
     know-how which are learned by STK from EDS or its subcontractors  while EDS
     and its subcontractors are in the course of performing the Services and may
     be retained by STK' employees in intangible  form (i.e.,  in the employee's
     memory, not in an electronic form such as computer memory).

(i)  Software. The term "Software" means computer programs,  together with input
-------------
     and output  formats,  source and object codes,  interpreted  code,  program
     listings,  data models,  flow  charts,  outlines,  narrative  descriptions,
     operating  instructions  and  supporting  documentation,  and  includes the
     tangible  media upon which such  programs and  documentation  are recorded,
     including  all  authorized  reproductions  of  such  programs.   Except  as
     otherwise   expressly   provided  in  this   Agreement  or  the  applicable
     Authorization  Letter,  Software  includes any  corrections,  enhancements,
     translations,  modifications, updates, new releases, new versions and other
     changes (collectively, "Software Changes").

(j)  STK Application. The term "STK Application" means an STK patent application
--------------------
     for an STK Patentable Development.

(k)  STK Field of Use.  STK Field of Use is defined in Section 6.2(d)(ii) below.
---------------------

(l)  STK Software.  The term "STK  Software"  means any Software that, as to any
-----------------
     Services to be performed under a particular  Authorization Letter, is owned
     or  developed  by or on behalf of STK before the  particular  Authorization
     Letter  Services  Commencement  Date,  or is acquired or developed by or on
     behalf of STK (other than by EDS) after the particular Authorization Letter
     Services  Commencement Date without reference to or use of the intellectual
     property of EDS.

(m)  STK Patent.  The term "STK Patent" means an STK patent in an STK Patentable
---------------
Development.

(n)  STK Patentable  Developments.  The term "STK Patentable Developments" shall
---------------------------------
     have the meaning set forth in Section 6.2(d)(iii).

(o)  STK-Vendor  Software.  The term  "STK-Vendor  Software"  means any Software
-------------------------

<PAGE>

     that, as to any Services to be performed  under a particular  Authorization
     Letter,  is  proprietary to any party other than STK or EDS and is licensed
     to STK.

(p)  Knowledge Holders. The term "Knowledge Holders" shall mean the specific New
----------------------
     EDS  Employees  identified  in the  applicable  Authorization  Letter.  The
     Parties  acknowledge  that the Knowledge  Holders have unique knowledge and
     understanding  of STK business  needs,  processes,  and data that make them
     essential to the  understanding  of STK  application  requirements  and the
     successful design of new or enhanced Software applications.

6.2  Ownership
     ---------

(a)  EDS Software; EDS Vendor Software.
--------------------------------------

(i)  EDS Software  Ownership.  All EDS Software,  including all Software Changes
     -----------------------
     made  thereto,  will be and  remain  EDS'  property,  and,  except  for the
     licenses  granted  to STK by EDS as set  forth  in  this  Agreement  or any
     Authorization Letter, STK will have no rights or interest therein.

(ii) EDS-Vendor Software  Ownership.  All EDS-Vendor Software will be and remain
     ------------------------------
     the property of the applicable third party  vendor(s),  and, as between EDS
     and STK, any Software Changes made by EDS thereto will be owned by EDS. EDS
     will obtain all consents necessary to permit EDS (and any subcontractors of
     EDS engaged in accordance with this Agreement or any  Authorization  Letter
     and, as applicable,  STK and its  subcontractors and outsourcers) to access
     the EDS-Vendor  Software in connection with the performance of the Services
     and will pay all costs and expenses associated therewith.

(iii) License from EDS to STK for EDS Software and EDS Vendor Software.
      ----------------------------------------------------------------

(1)  EDS  hereby  grants  to  STK a  perpetual,  royalty-free,  nontransferable,
     nonexclusive  license to use, copy,  display,  perform,  modify,  maintain,
     enhance, and create derivative works, sublicense (or, as applicable,  grant
     access rights) to subcontractors and outsourcers,  after the earlier of the
     beginning of  Transition/Termination  Assistance or the expiration  date or
     the effective date of termination of the applicable  Authorization  Letter,
     the object or interpreted  code forms and any existing  source code form of
     any  software  programs,  including  existing  documentation,  of  the  EDS
     Software   and  the   EDS-Vendor   Software  (if  any  and  to  the  extent
     transferable) then being used by EDS in performing the Services or licensed
     by or on behalf of EDS to STK (other than those items of EDS  Software  and
     EDS Vendor  Software  being used solely at one or more EDS data  centers as
     part  of the  Services,)  solely  for the  purpose  of STK  (including  its
     subcontractors   and  outsourcers)   performing  the  services   previously
     performed by EDS hereunder (the "Licensed Programs").

(2)  At no additional cost, EDS will provide reasonable amounts of telephone and
     email  support  and  assistance  to STK for  the  Licensed  Programs  at an
     engineering  level (not help desk support for  end-users).  Notwithstanding
     anything to the  contrary in this  Agreement or any  Authorization  Letter,

<PAGE>

     such license  will not include the right to use any  Software  Changes with
     respect to the EDS Software other than those in use at the time the license
     is granted,  nor shall EDS be  obligated to maintain or update the Licensed
     Programs.

(3)  The parties  agree and  acknowledge  that the terms and  conditions  of any
     licenses for Third Party  Software  (which  excludes EDS Vendor  Software),
     licensed by STK from a third party with the  assistance of EDS are separate
     and distinct from the foregoing  license terms and such separate  terms and
     conditions  shall  govern the use of such Third Party  Software  during the
     Term and thereafter.

(b)  STK Software  Ownership.  All STK Software,  excluding any Software Changes
----------------------------
     made by EDS  thereto  as  part of the  Services  (which  will be  Developed
     Software and will be owned as set forth in Sections  6.2(d) and/or  6.2(e),
     as appropriate),  will be and remain STK's property.  The STK Software will
     be  made  available  to EDS in  such  form  and on  such  media  as EDS may
     reasonably request, together with appropriate documentation.  EDS shall use
     such STK  Software  solely for the purpose of  performing  the Services for
     STK.

(c)  STK-Vendor Software Ownership.
----------------------------------

(i)  All STK-Vendor Software, excluding any Software Changes made by EDS thereto
     as part of the Services (which will be Developed  Software and,  subject to
     any  STK-Vendor  rights  or  restrictions,  will be owned  as set  forth in
     Sections  6.2(d) and/or  6.2(e),  as  appropriate),  will be and remain the
     property of the applicable third party vendor(s).  The STK-Vendor  Software
     will be made  available  to EDS in such  form and on such  media as EDS may
     reasonably  request.  EDS shall use such STK-Vendor Software solely for the
     purpose of performing the Services for STK.

(ii) STK will use  Commerically  Reasonable  Efforts to  obtain,  within six (6)
     months  following the Agreement  Effective Date, all consents  necessary to
     permit EDS (and any  subcontractors  of EDS engaged in accordance with this
     Agreement or any  Authorization  Letter) to access the STK-Vendor  Software
     solely for purposes of  performing  the Services and will pay all costs and
     expenses  associated  therewith.  In the event STK is unable to obtain such
     consents  or for the period STK does not obtain such  consent,  EDS will be
     relieved of the  performance of the Services and the related Service Levels
     to the extent the failure to obtain such consent or delay in obtaining such
     consent directly impacts such performance or Service Levels.  EDS agrees to
     comply with the terms and conditions of the applicable  license and support
     agreements  between  STK and the STK  Vendor  with  respect to each item of
     STK-Vendor Software.

(d)  Patentable Developments.
     -----------------------

(i)  STK shall own all patent rights in any  Patentable  Developments  which are
     created by Knowledge Holders, provided:

(1)  such Knowledge Holder:

(a)  conceives  the  Patentable  Developments  within  five (5) years  after the
     Services Commencement Date of the applicable Authorization Letter, and

<PAGE>

(b)  is an employee of EDS working on the STK account when such Knowledge Holder
     conceives the Patentable Development; and

(2)  such Patentable  Developments  are, become, or are likely to become used in
     STK products (including without limitation hardware,  web sites,  Software,
     and Other Deliverables) which are sold, licensed, or made accessible, by or
     on behalf of STK, in the commercial market to third parties in the ordinary
     course of STK business ("STK Product").

     EDS agrees it will not shift the  employment of any  Knowledge  Holder to a
     subcontractor  of EDS or move any Knowledge  Holder to another  account for
     purposes of avoiding the provisions of Section 6.2(d)(i)(1).

(ii) STK shall own all patent rights in any  Patentable  Developments  which are
     created  in  whole  or in part by  employees  of EDS or its  subcontractors
     working on the STK account,  which  Patentable  Developments are within the
     STK Field of Use. [CONFIDENTIAL INFORMATION DELETED]

(iii)"STK Patentable  Developments" are the Patentable Developments specified in
     Sections 6.2(d)(i), and (ii), above.

(iv) For any STK  Patentable  Developments,  STK hereby  grants to EDS a royalty
     free, perpetual, non-exclusive, worldwide license to use, make, sell, offer
     to sell, lease, have used, have made, have sold, and have leased, under any
     STK Patent or STK Application,  used by EDS in the course of EDS' business,
     either internally or for others, as a service bureau or otherwise,  only to
     provide  services,   including,   without   limitation,   design  services,
     installation  services,   implementation   services,   provision  services,
     operation  services,   improvement   services,   maintenance  services  and
     management  services,  for data storage and networking systems. The license
     granted in this  Section  6.2(d)(iv),  however,  shall not be  considered a
     license to EDS to use, make,  sell, offer to sell,  lease,  have used, have
     made,  have sold, and have leased,  any hardware or Software,  except where
     such Software is developed by EDS in the course of  performing  programming
     services to implement the functional  specifications required by a customer
     other than STK.  The  license  granted  in this  Subsection  6.2(d)(iv)  is
     subject to the provisions of Section 7.5.

(v)  Other than the STK Patentable Developments, EDS shall own all patent rights
     in any Patentable Developments developed by EDS without reference to or use
     of STK  intellectual  property  (the "EDS  Patentable  Developments").  EDS
     hereby grants to STK a royalty free,  perpetual,  non-exclusive,  worldwide
     license to use, make,  sell,  offer to sell,  lease,  have used, have made,
     have sold, and have leased, under the EDS Patentable Developments:

(1)  in order to receive and use the Services,

(2)  for STK's own internal purposes, and

(3)  in providing STK products and services to third parties.

<PAGE>

(vi) Processes Regarding STK Applications and STK Patents.

(1)  EDS and its  employees,  subcontractors,  and agents shall make  reasonable
     efforts to document any STK Patentable  Developments.  EDS shall provide to
     STK the invention  disclosures  which EDS receives and which are in the STK
     Field of Use. At the request of STK, EDS will provide reasonable assistance
     to STK in identifying STK Patentable  Developments,  provided that, for EDS
     employees,  subcontractors,  and agents who are or may be  inventors of STK
     Patentable  Developments,  such assistance  shall be subject to the six (6)
     hour limitation in Section  6.2(d)(vi)(5)  below. If EDS wants attorneys to
     participate in invention reviews,  such attorneys' fees and expense will be
     at EDS'  expense.  EDS shall create the kind of  documentation  for the STK
     Patentable  Developments  that EDS typically creates in the ordinary course
     of business and shall not in bad faith  intentionally  conceal an invention
     from STK.

(2)  EDS  employees,  subcontractors,  and  agents  who  are  inventors  of  STK
     Patentable  Developments  and who  remain  under the  control  of EDS shall
     participate in one or more interviews for purposes of preparation of an STK
     Application  and for purposes of reviewing an STK  Application  for filing.
     EDS will take commercially reasonable efforts to request all EDS employees,
     subcontractors,  and  agents  who  are  inventors  of such  STK  Patentable
     Developments to, where proper,  execute a declaration and power of attorney
     as  required  by the  United  States  Patent  and  Trademark  Office and an
     invention  assignment  document,  assigning  to STK all right,  title,  and
     interest  in and to the STK  Patentable  Developments,  provided  that  the
     refusal of such EDS employees, subcontractors, or agents to do so shall not
     constitute a breach of this Agreement.  EDS agrees to execute an assignment
     to STK assigning all right title and interest in and to such STK Patentable
     Developments. EDS employees,  subcontractors,  and agents who are inventors
     of STK Patentable  Developments shall provide any additional  assistance or
     perform any other act in connection  with any STK Application or STK Patent
     as reasonably  requested by STK,  provided such assistance shall be subject
     to the limitations of Section 6.2(d)(vi)(5), below.

(3)  In no case shall any STK Application  include,  without  permission of EDS,
     any EDS Confidential Information,  developed without reference to or use of
     the  intellectual  property  of STK.  In no case  shall any STK  Patentable
     Development, without permission of EDS, include any information licensed to
     EDS  by any  third  party.  If an STK  Application  is  accidentally  filed
     containing such prohibited  information,  then, upon notice by EDS prior to
     issuance of an STK Application or the publication thereof, STK shall remove
     this  information or file a continuing STK  Application  which deletes such
     information.

<PAGE>

(4)  STK shall have sole control in obtaining and  maintaining  patent,  utility
     model,  or similar  protection for STK Patentable  Developments,  including
     whether to seek patent, utility model or similar protection.  STK shall pay
     all costs and expenses  relating to the STK  Applications  and STK Patents,
     including but not limited to attorneys' fees, patent draftsman fees, filing
     fees, issue fees, maintenance fees, fees paid for any purpose to any patent
     office, annuities, and taxes.

(5)  EDS shall cause EDS employees, subcontractors, and agents who are inventors
     of an STK Patentable  Development to provide up to six (6) hours of time in
     support of each STK Application at no additional  charge. STK will pay EDS,
     on a time and materials  basis for all  acts/assistance  beyond the six (6)
     hours set out above related to the preparation,  filing, and prosecution of
     the STK  Applications  at the personnel  rates set forth in the  applicable
     Authorization Letter.

(6)  EDS shall  have no duty to submit  prior art in the form of an  information
     disclosure statement for any STK Application,  provided, however, EDS shall
     cause  such  inventors  to  disclose  to STK all prior art  related  to STK
     Applications of which such inventors are aware or become aware at any time,
     but EDS shall  otherwise have no duty to do a prior art search with respect
     to such STK Application. EDS shall not submit to any third party, including
     but not limited to the US Patent Office,  any prior art with respect to any
     STK Application,  unless EDS notifies STK of such submission and identifies
     such prior art no later than the date of such submission.

(7)  Other than as expressly set forth herein, EDS shall have no duty to provide
     any assistance or information of any kind to STK after the filing of an STK
     Application.

(8)  In the event of any  assignment of an STK Patent or STK  Application,  then
     such  assignment  must be made subject to the license  granted to EDS under
     Section  6.2(d)(iv),  and STK will  notify EDS of such  assignment.  If STK
     chooses  to  abandon  any STK  Application  or STK  Patent,  then STK shall
     provide  notice of the same in writing  to EDS and EDS shall have  fourteen
     (14)  days to decide  whether  to  accept  assignment  from STK of such STK
     Application  or STK Patent.  If EDS elects to accept  assignment,  then STK
     agrees  to  assign  the same to EDS,  including  the  right to sue for past
     infringement,  and EDS  shall  assume  full  responsibility  for  such  STK
     Application  and STK  Patent,  including  responsibility  for all  costs or
     expenses  associated   therewith  on  a  going-forward   basis.  Upon  such
     assignment,  then EDS hereby grants to STK the license set forth in Section
     6.2(d)(v) as to such assigned STK Application or STK Patent.

(9)  If STK grants an exclusive license of a STK Patent or STK Application, then
     such exclusive  license must be granted  subject to the license  granted to
     EDS in Section 6.2(d)(iv) of this Agreement.

<PAGE>

(10) EDS shall have no  liability  of any kind to STK or any third party for any
     act  that  invalidates,   makes   unenforceable,   or  contributes  to  the
     invalidation of or making unenforceable any STK Patent (or portion thereof)
     or prevents any STK Application (or portion  thereof) from maturing into an
     STK  Patent,  provided  that EDS  shall  not take any  action  for the sole
     purpose  of  invalidating  or  making   unenforceable  any  STK  Patent  or
     preventing any STK Application  (or portion  thereof) from maturing into an
     STK Patent.

(11) EDS shall have no duty to cooperate in the enforcement of any STK Patent or
     in any proceeding  related to any STK  Application  or STK Patent,  if such
     cooperation,  in the sole reasonable  discretion of EDS, would interfere or
     have the potential to interfere  with a business  relationship  between EDS
     and its affiliates  and a supplier,  customer,  or prospective  supplier or
     customer,  whether direct of indirect. If EDS has a duty to cooperate under
     the  preceding  sentence,  then EDS shall provide  commercially  reasonable
     cooperation under the terms of this Section 6.2(d)(vi)(11).

(e) Copyrights and Trade Secrets in Developed Software and Other Deliverables.
-----------------------------------------------------------------------------

(i)  STK will own the  copyrights  and  trade  secrets  in and to all  Developed
     Software and Other Deliverables.

(ii) STK  hereby  grants  to EDS  (and  any  subcontractors  of EDS  engaged  in
     accordance   with  this   Agreement   or  any   Authorization   Letters)  a
     royalty-free, nontransferable,  nonexclusive license under STK's copyrights
     and trades secrets, during the term of any applicable Authorization Letter,
     to use, copy, maintain,  modify, enhance and create derivative works of the
     Developed Software or Other Deliverables  solely to provide the Services to
     STK.

(iii)If any EDS Software or EDS Development Tools used in developing,  modifying
     or enhancing  the  Developed  Software or Other  Deliverables  hereunder or
     under the  applicable  Authorization  Letter are embedded in such Developed
     Software or Other  Deliverables,  then EDS hereby grants to STK a perpetual
     (subject to compliance with this sentence), royalty-free,  nontransferable,
     nonexclusive license to use, sublicense,  copy, display, perform, maintain,
     modify,  enhance and create derivatives works of such embedded EDS Software
     and EDS Development  Tools solely in connection with STK's internal use and
     internal and  external  exploitation  (including  within an STK Product) of
     such  Developed  Software  or  Other  Deliverables  and  provided  such EDS
     Software  and EDS  Development  Tools  remain  embedded  in such  Developed
     Software or Other Deliverables and are not separated therefrom.

(iv) All Developed Software and Other Deliverables, originated or prepared by or
     on behalf of EDS (either  solely or jointly with  others) in  contemplation
     of, or in the course of, or as a result of, Services  performed  hereunder,
     shall be promptly furnished to STK.

(v)  All Developed  Software and Other  Deliverables shall be deemed to be works
     for hire.  To the extent that they may not, by  operation  of law, be works
     for hire, EDS hereby assigns to STK all copyrights and trade secrets in and
     to such Developed Software and Other Deliverables.

<PAGE>

(vi) EDS will provide STK, upon  expiration or  termination of this Agreement or
     any  Authorization  Letter  for any  reason  or upon  STK's  request,  with
     sufficient  documentation  and source code (if such source code  exists) to
     fully  utilize all  Developed  Software  and Other  Deliverables,  provided
     however,  that EDS shall have no  obligation  to  maintain  or update  such
     documentation  or source  code  after  expiration  or  termination  of this
     Agreement,  unless  otherwise  set  forth in the  applicable  Authorization
     Letter.

(f)  EDS Development Tools.  Subject to the terms of Section 6.2(d) and (e), EDS
--------------------------
     will  retain all right,  title and  interest in and to, and will be free to
     use, the EDS Development Tools.

(g)  Residual Knowledge.
-----------------------

(i)  Subject  to the terms of  Section  6.2(d)  and (e) and the  confidentiality
     obligations set forth in Section 7.5 of this Agreement,  each Party will be
     free to use the Residual  Knowledge,  provided such Party does not infringe
     or misappropriate  the other Party's  intellectual  property rights in such
     Residual Knowledge.

(ii) The Parties  acknowledge  and agree that EDS' right,  title and interest in
     and to the Residual  Technology  may constitute  substantial  rights in the
     technology  developed  as a result of the  Services  performed  under  this
     Agreement and all Authorization Letters.

6.3  No Implied  Licenses.  No licenses  will be deemed to have been  granted by
     --------------------
     either  Party  to  any  of  its  patents,  trade  secrets,   trademarks  or
     copyrights, except as otherwise expressly provided in this Agreement or the
     applicable Authorization Letter.

6.4  Recognition of Third Party Intellectual Property.  Nothing in or related to
     ------------------------------------------------
     this Agreement or any  Authorization  Letter will require EDS or STK or any
     of their respective  subcontractors,  consultants,  or agents to violate or
     infringe  the  proprietary  rights of any third  party in any  Software  or
     otherwise.  Without limiting the foregoing,  EDS acknowledges the existence
     and its receipt and review of, and agrees to strictly  comply  with,  STK's
     policy  regarding   compliance  with  third  party  proprietary  rights  in
     Software, data, and other materials.

6.5  Further  Assurances.  EDS and STK agree to execute and  deliver  such other
     -------------------
     instruments  and  documents as either  Party  reasonably  and  specifically
     requests in writing, to evidence or effect the transactions contemplated by
     this  Article  VI.  The  provisions  of this  Article VI will  survive  the
     expiration or termination of this Agreement and each  Authorization  Letter
     for any reason.


               Article VII. Data, Confidentiality and Audit Rights
                            --------------------------------------

7.1  Ownership of STK Data.  All STK Data shall remain the property of STK. EDS,
     ---------------------
     its employees, agents, subcontractors, and representatives shall not

(a)  use STK Data other than in  connection  with  providing  the  Services,  as
     contemplated  by and in accordance  with this  Agreement and the applicable
     Authorization Letter(s),

(b)  with  respect to STK Data,  disclose  to,  sell to,  assign  to,  lease to,
     license  to,  or  otherwise  provide  to or  permit  access  to or by third
     parties, or

<PAGE>

(c)  directly or indirectly, commercially exploit STK Data.

7.2  Return of Data.
     --------------

(a)  At no cost to STK,  EDS shall,  upon  request by STK at any time,  promptly
     provide to STK all or any requested  portion of the STK Data, in the format
     and on the media in use as of the date of request or, at STK's  option,  in
     the format and on the media requested by STK.

(b)  Upon request by STK at any time, EDS, its affiliates,  officers, employees,
     agents, representatives and subcontractors promptly shall return to STK all
     copies of the STK Data (or such portion thereof  requested by STK) in their
     possession and/or under their control and shall discontinue use of such STK
     Data. However,  for a period of twelve (12) months after such request,  EDS
     may retain archival tapes  containing any portion of the requested STK Data
     and EDS shall use such archival tapes only for purposed of restoring  other
     data  contained  on such tapes and,  for a period of three (3) months after
     such  request,  as  reasonably  required to  properly  invoice STK for EDS'
     charges.  Unless such STK request is  predicated  by a prior or  threatened
     breach of this Agreement or any Authorization  Letter(s) by EDS, any breach
     by EDS of this Agreement which is caused directly by EDS' lack of access to
     such STK Data  pursuant to this  Section 7.2 shall be excused,  but only to
     the extent  such  breach  would have been  avoided if EDS had had access to
     such requested portion of the STK Data.

(c)  To the extent  the  provisions  of this  Section  7.2 place more  stringent
     obligations upon EDS and its subcontractors  than the provisions of Section
     7.5 (Confidentiality), the provisions of this Section 7.2 shall control.

7.3  Security.
     --------

(a)  During  the Term,  each  Party  will  comply  with the  reasonable  written
     security  procedures  that are in effect at the other  Party's  facilities.
     Unless  otherwise  specified in an Authorization  Letter,  the Parties will
     jointly  develop  security  procedures for the Services  within ninety (90)
     days after the Agreement  Effective  Date, or the applicable  Authorization
     Letter Effective Date, as applicable.

(b)  Access to Attorney-Client Privileged Information and Attorney Work Product.
     --------------------------------------------------------------------------

(i)  Because EDS personnel  may, by nature of the Services,  have the ability to
     defeat systems security  provisions on devices  specified in this Agreement
     or any Authorization  Letter(s) containing both attorney-client  privileged
     material or  attorney  work  product,  but such  personnel  have no need to
     actually access such data in order to perform Services, EDS covenants that,
     in addition to the other  provisions  of this Article VII, EDS shall inform
     STK whenever access is sought by EDS, its employees,  or contractors to the
     data files on such devices if EDS has actual  knowledge  that it is seeking
     to access data that contains either attorney-client  privileged material or
     attorney work product of STK.  Except as required in its performance of the
     Services,  EDS shall not, and EDS'  employees  and  contractors  shall not,
     access such STK Data, and EDS waives any claim that, as to EDS, STK, by any
     act  contemplated  or  permitted  under  this  Agreement,  has  waived  any
     privileges  to which it is  otherwise  entitled  by  virtue  of the  access
     required for performing the Services.

<PAGE>

(ii) Because EDS personnel may, by the nature of the Services,  have the ability
     to  defeat  systems  security  provisions  on  devices  specified  in  this
     Agreement  containing  STK's  financial data that, if utilized or disclosed
     could lead to violations of the applicable  securities  laws, EDS covenants
     that, in addition to the other provisions of this Article VII,

(1)  except as otherwise required to perform the Services or otherwise expressly
     permitted  by the  provisions  of  this  Agreement,  neither  EDS  nor  its
     employees or contractors shall access any STK financial data,

(2)  neither  EDS  nor its  employees  or  contractors  shall  disclose  any STK
     financial data, and

(3)  EDS employees and  contractors  who have access to STK financial  data will
     comply with:

(a)  applicable  laws and  regulations  regarding the disclosure and use of such
     information, and

(b)  policies and  procedures  which STK imposes upon the STK employees who have
     permitted access to such data.

7.4  Privacy Laws.
     ------------

(a)  The Parties acknowledge that various laws and regulations around the world,
     including,  without limitation,  European Union Council Directive 95/46/EC,
     and its EU and national  implementing  legislation,  regulations  and rules
     (collectively,  the "Privacy Laws"),  may govern the processing of personal
     data that  forms part of the STK Data under  this  Agreement.  The  Parties
     acknowledge  and agree that in connection  with processing of such personal
     data under this  Agreement,  STK shall remain the data  controller  and EDS
     shall remain a data  processor,  and that nothing in this  Agreement or any
     Authorization  Letter  will  restrict  or limit in any way  either  party's
     respective   rights  or  obligations  as  such  data  controller  and  data
     processor.  As used herein, the terms "data controller",  "data processor",
     "personal data", "process" and "processing",  and terms comparable thereto,
     shall have the usages  given  thereto,  or shall apply to the  concepts and
     functions  generally  attributable  thereto (if other  terminology is used)
     under applicable Privacy Laws.

(b)  STK and EDS, as data  controller  and data  processor,  respectively,  each
     agrees to process  personal  data  forming  part of the STK Data under this
     Agreement in compliance  with Privacy Laws  applicable to their  respective
     roles as such data  controller and data  processor,  as such laws may be in
     effect from time to time during the term of this Agreement.

(c)  In the event that  applicable  Privacy Laws change after the effective date
     of this  Agreement,  and  such  changes  expand  the  scope  of  activities
     previously  undertaken  by EDS  pursuant to section  7.4  hereof,  then the
     provisions of section 1.7 of this Agreement shall apply.

7.5  Confidentiality.
     ---------------

<PAGE>

(a)  Definitions
     -----------

(i)  "Disclosing Party" means the Party furnishing Confidential  Information and
     "Receiving  Party" means the Party receiving the  Confidential  Information
     disclosed by the Disclosing Party.

(ii) "Confidential Information" means:

(1)  when EDS is the Disclosing Party:

(a)  whether or not marked confidential,

(i)  EDS Software, EDS Development Tools, EDS Patentable Developments;

(ii) information relating to its Software or hardware products or services,  its
     research and development projects or plans; and

(iii)information  relating to its business,  policies,  strategies,  operations,
     finances, plans or opportunities, including the identity of, or particulars
     about, its clients or suppliers; and

(b)  information  marked or otherwise  identified as  confidential,  restricted,
     secret or proprietary,  including,  without  limiting the generality of the
     foregoing,  information  acquired by inspection or oral disclosure provided
     such  information  was identified as confidential at the time of disclosure
     or inspection and is confirmed in writing with ten (10) Business Days after
     the disclosure or inspection.

(2)  when STK is the Disclosing Party:

(a)  whether or not marked confidential,

(i)  STK  Data,  STK  Software,  Developed  Software,  Other  Deliverables,  STK
     Patentable Developments;

(ii) information relating to its Software or hardware products or services,  its
     research and development projects or plans; and

(iii)information  relating to its business,  policies,  strategies,  operations,
     finances, plans or opportunities, including the identity of, or particulars
     about, its clients or suppliers; and

(b)  information  marked or otherwise  identified as  confidential,  restricted,
     secret or proprietary,  including,  without  limiting the generality of the
     foregoing,  information  acquired by inspection or oral disclosure provided
     such  information  was identified as confidential at the time of disclosure

<PAGE>

     or inspection and is confirmed in writing with ten (10) Business Days after
     the disclosure or inspection.

(3)  Notwithstanding  Sections (1) and (2),  Confidential  Information  does not
     include information which the Receiving Party can establish:

(a)  has become  generally  available to the public or commonly  known in either
     Party's business (external to the Party) other than as a result of a breach
     by the Receiving Party of any obligation to the Disclosing Party;

(b)  was known to the Receiving Party prior to disclosure to the Receiving Party
     by the  Disclosing  Party by  reason  other  than  having  been  previously
     disclosed in confidence to the Receiving Party;

(c)  was disclosed to the Receiving Party on a non-confidential basis by a third
     party who did not owe an obligation of confidence to the  Disclosing  Party
     with respect to the disclosed information; or

(d)  was independently  developed by the Receiving Party without any recourse to
     any part of the Confidential Information.

(iii)"Confidential  Materials"  means  the part of any  tangible  media  upon or
     within  which  any part of the  Confidential  Information  is  recorded  or
     reproduced in any form,  excluding any storage device which forms a part of
     computer hardware.

(b)  Rights, Restrictions and Obligations of the Receiving Party
     -----------------------------------------------------------

(i)  During the Term, unless otherwise  specifically set forth in this Agreement
     or an Authorization Letter, the Receiving Party may:

(1)  subject  to the  applicable  licenses  and other  terms  specified  in this
     Agreement and/or any applicable Authorization Letter(s), disclose or permit
     access to Confidential  Information received from the Disclosing Party only
     to its subcontractors,  representatives,  advisors, employees, officers and
     directors  and  Affiliates  who  have  a  need  to  know  such  information
     exclusively  for the purpose of executing  EDS'  obligations  or exercising
     EDS'  rights  under  this  Agreement,  provided,  however,  that EDS is not
     permitted to disclose STK Confidential  Information to any of the foregoing
     entities or individuals which/who are STK Competitors;

(2)  reproduce and use the Confidential Information received from the Disclosing
     Party only as required to execute its  obligations  or exercise  its rights
     under this  Agreement,  subject to the applicable  licenses and other terms
     specified in this Agreement and/or any applicable  Authorization Letter(s);
     and

<PAGE>

(3)  disclose  Confidential   Information  as  required  by  law,  provided  the
     Receiving  Party gives the  Disclosing  Party  prompt  notice prior to such
     disclosure  to allow the  Disclosing  Party to make a reasonable  effort to
     obtain a protective order or otherwise protect the  confidentiality of such
     information.

(ii) Except  as  otherwise  specifically  provided  in  this  Agreement  or  any
     applicable  Authorization  Letter(s),  during  the Term and for a period of
     five (5) years after expiration or earlier termination hereof the Receiving
     Party,  exercising the same degree of care that it takes to protect its own
     information of a similar nature, but in no event less than reasonable care,
     shall not

(1)  disclose  or  permit  access  to,  in whole or in  part,  any  Confidential
     Information received directly or indirectly from the Disclosing Party; or

(2)  sell,  rent,  lease,  transfer,   encumber,  pledge,  reproduce,   publish,
     transmit,   translate,   modify,  reverse  engineer,   compile,  decompile,
     disassemble,   license,  distribute,  or  otherwise  use  the  Confidential
     Information, in whole or in part.

(iii)For  purposes of Section  7.5(b)(ii),  reasonable  care  includes,  without
     limiting the generality of the foregoing:

(1)  informing its subcontractors, agents, representatives, advisors, directors,
     officers,  employees and Affiliates and, where applicable, their directors,
     officers and  employees,  of the  confidential  nature of the  Confidential
     Information and the terms of this Agreement,  directing them to comply with
     these terms, and obtaining  written  acknowledgment  in accordance with the
     terms of this Agreement and, if applicable, the Authorization Letters, from
     subcontractors and agents that they have been so informed and directed, and
     their written undertaking to abide by these terms; and

(2)  notifying the  Disclosing  Party  immediately  upon  discovery of any loss,
     unauthorized disclosure, access, or use of Confidential Information, or any
     other breach of this Section 7.5 by the Receiving  Party, and assisting the
     Disclosing  Party in every  reasonable  way to help  the  Disclosing  Party
     regain  possession of the  Confidential  Information and to prevent further
     unauthorized disclosure, access, or use.

(iv) The Receiving Party acknowledges that:

(1)  the Disclosing  Party  possesses and will continue to possess  Confidential
     Information that has been created,  discovered or developed by or on behalf
     of the Disclosing  Party, or otherwise  provided to the Disclosing Party by
     third parties,  which  information  has commercial  value and is not in the
     public domain;

(2)  unauthorized use or disclosure of Confidential Information may cause injury
     not readily measurable in monetary damages, and therefore irreparable;

<PAGE>

(3)  in  the  event  of  an  unauthorized  use  or  disclosure  of  Confidential
     Information,  the  Disclosing  Party may be entitled,  without  waiving any
     other rights or remedies,  to such injunctive or equitable relief as may be
     deemed proper by a court of competent jurisdiction;

(4)  unless  otherwise  specifically  set  forth in this  Agreement  and/or  any
     applicable  Authorization  Letter,  the Disclosing  Party and its licensors
     retain  all  right,   title  and  interest  in  and  to  the   Confidential
     Information,  including  without  limiting the generality of the foregoing,
     title to all Confidential Materials regardless of whether provided by or on
     behalf of the Disclosing Party or created by the Receiving Party; and

(5)  as between  STK and EDS,  any  disclosure  by the  subcontractors,  agents,
     representatives, advisors, directors, officers and employees and Affiliates
     of the Receiving Party and, where applicable, their directors, officers and
     employees  shall be deemed to be disclosure by the Receiving  Party and the
     Receiving Party shall be liable for any such disclosure as if the Receiving
     Party had disclosed the Confidential Information.

(c)  Rights and Remedies of the Disclosing Party
     -------------------------------------------

(i)  Immediately upon the Disclosing  Party's request,  and at the expiration or
     earlier termination of this Agreement, the Receiving Party shall:

(1)  return all  Confidential  Materials,  including,  without  limitation,  all
     originals, copies, reproductions and summaries of Confidential Information;
     and

(2)  destroy all copies of Confidential Information in its possession,  power or
     control, which are present on magnetic media, optical disk, volatile memory
     or  other  storage  device,  in a  manner  that  assures  the  Confidential
     Information is rendered unrecoverable.

(ii) Upon  completion  of  those  tasks  an  authorized  representative  of  the
     Receiving Party shall provide written  confirmation to the Disclosing Party
     that the requirements of this Section have been complied with.

(d)  Subject to more specific and stringent requirements specified in applicable
     Authorization  Letters,  EDS  shall at all times  during  the Term have its
     employees providing Services to STK be parties to appropriate nondisclosure
     agreements.  EDS will have complied with the immediately preceding sentence
     if such employees  have executed and delivered the EDS standard  employment
     agreement.

7.6  Recordkeeping and Audit Rights.
     ------------------------------

(a)  General.
     -------

(i)  Recordkeeping

(1)  EDS shall  maintain  complete  and  accurate  records  of,  and  supporting
     documentation for,

<PAGE>

(a)  the amounts billed to and payments made by STK under this Agreement and any
     Authorization  Letters and the charge back allocation,  as specified in the
     monthly invoice, of such amounts and payments, and

(b)  Service Level compliance.

     EDS shall provide to STK, at STK's request,  paper and electronic copies of
     documents and  information  reasonably  necessary to verify EDS' compliance
     with this Agreement, in the format and on media reasonably requested by STK
     in advance of EDS' provision of such copies and information. The provisions
     of Section 7.6(a)(vi), below, shall not apply to this Section 7.6(a)(i)(1).

(2)  EDS shall maintain  records and supporting  documentation  of all financial
     and non-financial  transactions under this Agreement sufficient to permit a
     complete  audit thereof in  accordance  with this Section 7.6. Such records
     and  supporting  documentation  shall be retained by EDS for the applicable
     time periods  required by applicable  laws,  rules or regulations,  and any
     special industry requirements identified by STK to EDS in writing and shall
     then be returned to STK.

(ii) EDS shall, at no additional cost to STK, provide to STK, STK's internal and
     external auditors, inspectors, regulators and such other representatives as
     STK may designate from time to time,  access at reasonable  times and after
     reasonable notice (unless circumstances reasonably preclude such notice) to

(1)  the parts of any facility at which EDS is providing the Services,

(2)  EDS personnel providing the Services,

(3)  the systems and Software providing the Services, and

(4)  all data and records relating to the Services,

     for  the  purpose  of  performing  audits  and  inspections  of STK and its
     business,  to verify the integrity of STK Data, to examine the systems that
     process,  store,  support and transmit that data, to verify compliance with
     Section  7.5(c),  to verify  compliance  with this Agreement and any/or the
     Authorization  Letter(s)  thereunder,  and  to  examine  EDS'  charges  and
     performance of the Services under this Agreement.

(iii)Any third party auditor or other  representative of STK will be required to
     enter into a  confidentiality  agreement  that is reasonably  acceptable to
     EDS,  provided  that  such  confidentiality  agreement  shall  not be  more
     restrictive  than  the   confidentiality   provisions  set  forth  in  this
     Agreement.  Any such third party  auditor or  representative  of STK (other
     than  STK's  corporate  auditors)  may be denied  access if EDS  reasonably
     determines  that such  auditor or other  representative  is  employed  by a
     competitor of EDS.

<PAGE>

(iv) The foregoing  audit rights shall  include,  without  limitation,  and when
     applicable, audits

(1)  of practices and procedures,

(2)  of systems,

(3)  of general controls and security practices and procedures,

(4)  of data backup and restoration procedures,

(5)  of the efficiency (in accordance with Section 1.15 (Benchmarking) of EDS in
     performing the Services,

(6)  record keeping,

(7)  of charges under this Agreement or Authorization Letters,

(8)  necessary to enable STK to meet applicable regulatory requirements, and

(9)  Service Level compliance.

(v)  EDS shall provide  reasonable  cooperation  to such  auditors,  inspectors,
     regulators and representatives, including the installation and operation of
     audit software and access to Monitoring Protocol;  provided,  however, that
     such audits and  inspections  shall not  unreasonably  interfere  with EDS'
     performance of the Services hereunder.

(vi) Other than audits  conducted or required by regulators,  STK will limit its
     audits to one  operational  and one  invoice  audit in any  annual  period.
     Notwithstanding the foregoing, if STK has reason to suspect any malfeasance
     or dishonest  acts on the part of EDS, or other  significant or non-routine
     problems,  STK shall be  entitled  to  undertake  such  audit of EDS as STK
     reasonably deems  appropriate upon reasonable  notice to EDS and subject to
     the provisions of this Section.

(vii)If, in any audit,  STK  determines  that material  operational  problems or
     financial  issues  exist,  STK may  conduct a  follow-up  audit.  EDS shall
     respond promptly to any conclusions and recommendations reported as part of
     an audit and the applicable  Authorization  Letter Committee will establish
     and monitor EDS' schedule for implementation of such recommendations.

(b)  Audit of Payments.
     -----------------

(i)  If an undisputed  audit finding  reveals that EDS has  overcharged  STK for
     Services  performed  under a  particular  Authorization  Letter  during the
     audited period EDS shall  reimburse STK for such  overpayment,  and if such
     overcharge  is an amount equal to or in excess of three percent (3%) of the
     payments  made  to  EDS  during  the  last  twelve-month  period  for  such
     Authorization  Letter,  EDS shall  reimburse STK for the cost of the audit.
     EDS shall pay such  amounts to STK  within  thirty  (30) days  after  STK's
     written request.

<PAGE>

(ii) If an undisputed  audit finding reveals that EDS has  undercharged  STK for
     Services during the audited period for a particular  Authorization  Letter,
     STK shall pay such amount to EDS within thirty (30) days after EDS' written
     request.

(c)  Survival.  This  Section  7.6  shall  survive  the  expiration  or  earlier
     termination of the Term and shall  continue to the fifth (5th)  anniversary
     of the last day EDS provides any Termination/Expiration Assistance.


                             Article VIII. Payments
                                           --------

8.1  Charges for Services.
     --------------------

(a)  In consideration for the performance of the Services, STK will pay to EDS:

(i)  the undisputed charges set forth in each Authorization Letter, plus

(ii) the undisputed taxes to be paid by STK pursuant to this Agreement;

     provided,  however,  that  disputed  charges  and taxes shall be handled in
     compliance with Sections 8.5(b) and (c) of this Agreement.

(b)  Unless otherwise expressly provided in an Authorization Letter with respect
     to the charges to be paid thereunder, EDS will invoice STK for such charges
     on a monthly  basis in  arrears  (not later than the fifth day of each such
     month), with each invoice setting forth the charges related to the previous
     month.  EDS  either  will  include on each such  invoice,  or will bill STK
     separately for, the taxes for which STK is responsible hereunder.

8.2  Travel and Travel-Related Expenses.
     ----------------------------------

(a)  Unless otherwise expressly provided in the applicable Authorization Letter,
     EDS will pay all of the travel and travel-related expenses incurred by EDS.

(b)  If specifically provided in the applicable Authorization Letter and subject
     to STK's prior written approval of such expenses in each instance, STK will
     pay,  or  reimburse  EDS for,  the  reasonable  travel  and  travel-related
     expenses  incurred  by  EDS,  in  accordance  with  STK's  standard  travel
     reimbursement  guidelines,  in  the  course  of  EDS'  performance  of  its
     obligations under such Authorization  Letter. EDS acknowledges that STK has
     provided  EDS  with  access  to an  electronic  copy of such  reimbursement
     guidelines as in effect on the Agreement  Effective  Date. STK will provide
     access  to such  electronic  guidelines  during  the Term and EDS  shall be
     responsible  for  monitoring  such  guidelines as they change over time. At
     STK's option,  STK may book directly,  at STK's expense,  any or all travel
     arrangements  with  airlines,  hotels and rental cars for EDS personnel and
     EDS will cause its personnel to cooperate with STK or its designated travel
     agent. For those travel and travel-related expenses that are initially paid
     for by EDS and are subject to  reimbursement  by STK,  EDS will invoice STK
     separately for all such expenses,  which invoice will be sent by EDS to STK
     after EDS incurs such expenses and will contain an itemized  listing of the
     applicable expenses which is acceptable to STK.

8.3  Other Out-of-Pocket Expenses.
     ----------------------------

<PAGE>

(a)  Unless otherwise expressly provided in the applicable Authorization Letter,
     EDS will pay all out-of-pocket expenses incurred by EDS.

(b)  If specifically provided in the applicable Authorization Letter and subject
     to STK's prior written approval of such expenses in each instance, STK will
     pay, or reimburse EDS for, the  reasonable  out-of-pocket  expenses,  other
     than travel and travel-related expenses covered by Section 8.2, incurred by
     EDS,  in  accordance   with  STK's   standard,   applicable   reimbursement
     guidelines, in with the course of EDS' performance of its obligations under
     such  Authorization  Letter.  EDS will invoice STK  separately for all such
     out-of-pocket expenses,  which invoice will be sent by EDS to STK after EDS
     incurs such expenses and will contain an itemized listing of the applicable
     expenses which is acceptable to STK.

8.4  Adjustment  to  Charges.  Unless  otherwise  specifically  set forth in the
     -----------------------
     applicable Authorization Letter, charges and fees payable by STK under this
     Agreement and all Authorizations Letters shall not be subject to increases.

8.5  Time of Payment; Disputed Amounts.
     ---------------------------------

(a)  Unless otherwise expressly provided in an Authorization Letter with respect
     to the charges to be paid thereunder,  any sum due a Party pursuant to this
     Agreement or any Authorization  Letter for which the time of payment is not
     otherwise  specified  shall be due and  payable  thirty (30) days after the
     date that the  payer  Party  receives  the other  Party's  invoice.  Unless
     otherwise  expressly  provided in an  Authorization  Letter,  all  periodic
     charges under this Agreement or any Authorization  Letter shall be computed
     on a calendar month basis and shall be prorated for any partial  month.  If
     either Party should  receive a refund,  credit or other rebate for goods or
     services paid for by the other Party, the recipient of such refund,  credit
     or rebate shall  promptly  notify the other Party and shall pay such amount
     to such other Party.

(b)  If either  Party  disputes  in good faith any  portion of an  invoice,  the
     disputing Party shall pay the undisputed dollar amount of such invoice when
     due and may,  at its  option,  but  subject  to the  provisions  of Section
     8.5(c),  withhold the disputed portion pending resolution of the dispute by
     mutual  agreement  or pursuant to Article IX (Dispute  Resolution).  If the
     disputing Party withholds any payment pursuant to this Section 8.5(b),  the
     disputing  Party  shall  notify  the  other  party  of the  basis  for such
     withholding in accordance with Section 12.9 (Notices).

(c)  With respect to each Authorization  Letter, in the event that the aggregate
     amount in dispute for such  Authorization  Letter  exceeds  $200,000,  then
     pending  resolution  of the  dispute,  the  disputing  Party  will  pay all
     disputed amounts in excess of $200,000 for such  Authorization  Letter into
     an interest  bearing escrow account with an independent  third party escrow
     agent reasonably acceptable to the other Party. The mediator, arbitrator or
     court,  as  the  case  may  be,  will  make  the  determination   regarding
     distribution  of such  deposited  amounts plus  interest.  If the disputing
     Party fails to escrow disputed payments as required by this Section 8.5(c),
     the other Party may apply to any court of  competent  jurisdiction  to seek
     injunctive  relief for such  failure  and will have the right to  terminate
     this Agreement in accordance with Section 10.1(b).

(d)  Interest.

<PAGE>

(i)  Any  sum  or  credit  due  either   Party  under  this   Agreement  or  any
     Authorization Letter that is not paid or granted thirty (30) days after the
     date otherwise due, shall  thereafter  bear interest until paid or applied,
     as the case may be, at a rate of interest equal to the lesser of

(1)  the  then-current  prime rate  established from time to time by Citibank of
     New York, plus 2%, or

(2)  the maximum rate of interest allowed by applicable law.

(ii) No interest  shall be due under Section  8.5(d)(i) with respect to disputed
     amounts which are handled in compliance with Section 8.5(b) and 8.5(c).

(e)  Within sixty (60) days after the Agreement Effective Date the Parties agree
     to  negotiate in good faith an escrow  agreement  to  establish  the escrow
     contemplated by this Article VIII.

8.6  Taxes.
     -----

(a)  Unless STK provides EDS with a valid and applicable exemption  certificate,
     and to the extent that EDS is required by law to collect sales,  use, gross
     receipts,  or other  transaction type taxes (herein referred to as "Taxes")
     from STK on any sum payable  hereunder,  then EDS shall  timely  remit such
     taxes to the appropriate taxing jurisdiction.  EDS shall only collect Taxes
     that are required by law and will  reimburse STK for any amounts  collected
     that are not  required by law or that are  otherwise  not  remitted to such
     taxing  jurisdiction.  Taxes shall be  separately  stated on the invoice by
     jurisdiction.   Non  taxable  and  taxable  Services  shall  be  documented
     separately and by the applicable jurisdiction.

(b)  Where  permissible,  the Parties shall work together in the minimization of
     Taxes.  The Parties  understand that, for state and local sales and use tax
     purposes,  the amounts  payable under this Agreement and all  Authorization
     Letters may be audited by the applicable taxing authority,  and the Parties
     shall cooperate to minimize any assessments.

(c)  STK shall  indemnify  and hold  harmless  EDS from and  against any and all
     Taxes that STK is  responsible  to pay, or is liable for.  STK shall not be
     liable  for any  penalties,  interest,  fees,  or other  expenses,  if any,
     incurred  by EDS as the result of any such Taxes not being paid at the time
     or in the manner  required by applicable law. In the event of an assessment
     of Taxes, STK shall pay or reimburse EDS for such assessed Taxes, provided,
     however,  that STK shall have the right to appeal such assessment,  and EDS
     shall  cooperate  accordingly,   provided,  however,  that  STK  shall  pay
     pre-authorized and reasonable third party fees if applicable.  EDS reserves
     the right to settle  and pay such  assessment  without  notification  to or
     approval  by STK,  provided,  however,  that in such event EDS cannot  seek
     relief from STK for such  assessment.  In the event that STK  provides  EDS
     with a certificate  that is deemed to be invalid by the  applicable  taxing
     authority,  then STK shall be  required to pay tax,  penalty  and  interest
     assessed related to such invalid certificate.

8.7  EDS   Financial   Obligations.   In   addition   to  any  other   financial
     -----------------------------
     responsibilities   of  EDS   contemplated   by  this   Agreement  and  each
     Authorization  Letter,  EDS will pay all costs and expenses  related toeach

<PAGE>

     item that is to be provided  by EDS  pursuant  to this  Agreement  and each
     Authorization Letter.


            Article IX. Dispute Escalation, Mediation and Arbitration
                        ---------------------------------------------

9.1  General. Any dispute or controversy between the parties with respect to the
     -------
     interpretation  or  application  of any  provision of this  Agreement,  any
     Authorization  Letter or the performance by EDS or STK of their  respective
     obligations shall be resolved as provided in this Article IX.

9.2  Informal Dispute Resolution
     ---------------------------

(a)  The Parties shall,  by mutual  agreement,  attempt to resolve their dispute
     informally in the following manner:

(i)  Either Party may submit the dispute to the applicable  Authorization Letter
     Committee,  which  shall  meet as  often  as the  Parties  reasonably  deem
     necessary to gather and analyze any information  relevant to the resolution
     of  the  dispute.  The  applicable  Authorization  Letter  Committee  shall
     negotiate in good faith in an effort to resolve the dispute.

(ii) If the applicable  Authorization  Letter Committee determines in good faith
     that resolution through continued  discussions by such Authorization Letter
     Committee  does not appear  likely,  the matter  shall be  referred  to the
     Relationship Committee to negotiate a resolution of the dispute.

(iii)During the course of  negotiations,  all  reasonable  requests  made by one
     Party to the other for  non-privileged  information,  reasonably related to
     the  dispute,  shall be honored in order  that each of the  Parties  may be
     fully advised of the other's position.

(iv) The  specific  format  for  the  discussions  shall  be  determined  at the
     discretion  of  the  applicable   Authorization  Letter  Committee  or  the
     Relationship  Committee,  but may  include the  preparation  of agreed upon
     statements of fact or written statements of position.

(b)  For all or a specified class of disputes, an Authorization Letter may:

(i)  substitute  a  dispute  resolution  process  for the  process  set forth in
     Section 9.2(a)

(ii) impose a dispute resolution process in addition to the process set forth in
     Section 9.2(a).

(c)  Proposals,   statements  of  fact,   statements  of  position,   and  other
     information  exchanged  during the informal  proceedings  described in this
     Article between the Parties shall be privileged,  confidential  and without
     prejudice to a Party's  legal  position in any formal  proceedings,  unless
     such  information  is otherwise  known or otherwise  subject to  disclosure
     under this  Agreement or an  Authorization  Letter.  All such proposals and
     information,  as well as any  conduct  during  such  proceedings,  shall be
     considered settlement discussions and proposals,  and shall be inadmissible
     in any subsequent proceedings.

(d)  Notwithstanding  this Section,  neither Party may commence  formal  dispute

<PAGE>

     resolution  proceedings pursuant to Section 9.3 (Arbitration) without first
     observing the  procedures set forth in this Section 9.2. If the Parties are
     unable to resolve their dispute:

(i)  within thirty (30) days,  after the  commencement of such informal  dispute
     resolution process, or

(ii) by another mutually agreeable date documented in writing,

then the Parties shall be deemed to have exhausted this Section 9.2.

9.3  Arbitration
     -----------

(a)  Except as set forth in clause (g) below, any dispute or controversy between
     the  parties  with  respect to the  interpretation  or  application  of any
     provision of this Agreement, any Authorization Letter or the performance by
     EDS or STK of  their  respective  obligations,  including  any  controversy
     regarding the arbitrability of any dispute, shall be settled at the request
     of either Party by binding  arbitration in Denver,  Colorado  before and in
     accordance  with  the then  existing  Commercial  Arbitration  Rules of the
     American Arbitration Association (the "Rules").

(b)  In any dispute in which the amount in  controversy is less than Two Hundred
     Thousand Dollars ($200,000), there shall be one (1) arbitrator agreed to by
     the Parties or, if the Parties are unable to agree within  thirty (30) days
     after  demand for  arbitration  is made,  selected in  accordance  with the
     Rules.

(c)  In all other cases there  shall be three (3)  arbitrators,  one (1) of whom
     shall  be  selected  by STK  within  thirty  (30)  days  after  demand  for
     arbitration is made, one (1) of whom shall be selected by EDS within thirty
     (30) days after demand for  arbitration  is made, and one (1) of whom shall
     be selected by the two Party-appointed  arbitrators within thirty (30) days
     after their selection.

(d)  If one or more  arbitrator(s) is not selected within the time period stated
     in the preceding sentence, such arbitrator(s) shall be selected pursuant to
     Rule 13 of the Rules (or the then-current, applicable Rule).

(e)  Unless otherwise  agreed by the Parties,  all  arbitrator(s)  shall have at
     least  ten (10)  years of  experience  in  complex,  commercial  technology
     engagements in the area that is generally the same as the technology  issue
     that is the subject of the dispute.

(f)  Each Party  shall pay its own  attorneys'  fees and  one-half  (1/2) of the
     arbritators' fees, subject to final  apportionment by the arbitrators.  The
     arbitrators  shall apply the law set forth herein to govern this  Agreement
     and applicable  Authorization Letters and shall have the power to award any
     remedy available at law; provided, however, that the arbitrators shall have
     no power to amend this Agreement or any  Authorization  Letters.  Any award
     rendered  pursuant  to such  arbitration  shall be final and binding on the
     Parties,  and  judgment  on such award may be  entered in any court  having
     jurisdiction thereof.

(g)  Notwithstanding Sections 9.2 and 9.3(a)-(f), inclusive, above, either Party
     may request a court of competent  jurisdiction to grant equitable relief to
     such  Party  until an  arbitrator  can  render  an award on the  matter  in
     question and such award can be  confirmed  by a court  having  jurisdiction
     thereof.

<PAGE>

9.4  Continued  Performance.  Subject  to the terms and  conditions  of  Section
     ----------------------
     8.5(b) and (c), both parties shall  continue  performing  their  respective
     obligations and responsibilities under this Agreement and the Authorization
     Letters  while  any  dispute  is being  resolved  in  accordance  with this
     Article,  unless and until such  obligations  are  terminated  or expire in
     accordance  with  the  provisions  of  this  Agreement  or  the  applicable
     Authorization Letter.

9.5  Applicable Law. All questions  concerning the validity,  interpretation and
     --------------
     performance  of  this  Agreement  shall  be  governed  by  and  decided  in
     accordance with the laws of the State of Colorado, as such laws are applied
     to contracts between Colorado residents that are entered into and performed
     entirely with the State of Colorado.

9.6  Jurisdiction  and Venue.  Subject to the  provisions  of Section  9.3,  the
     -----------------------
     Parties  hereby  submit and consent to the  exclusive  jurisdiction  of any
     state or federal court located within the State of Colorado and irrevocably
     agree that all permitted actions or proceedings  relating to this Agreement
     and any Authorization  Letter, other than any action or proceeding required
     by this Article to be submitted to arbitration,  shall be litigated in such
     courts,  and each of the  Parties  waives any  objection  which it may have
     based on improper  venue or forum non conveniens to the conduct of any such
     action or  proceeding  in such court.  Nothing in this Section shall affect
     the  obligation of the Parties with respect to the  arbitration of disputes
     pursuant to Section 9.3.

9.7  Charges  and  Costs.  Unless  otherwise  set  forth  in this  Agreement  or
     -------------------
     otherwise  determined  by a court of competent  jurisdiction,  in any legal
     action,  each Party shall pay its own attorneys' fees, expert witness fees,
     and other ordinary and necessary  costs of litigation.  Such costs include,
     without  limitation,  costs of any legal  proceedings  brought to enforce a
     judgment or decree.

9.8  Equitable  Remedies.  The Parties  agree that in the event of any breach or
     -------------------
     threatened  breach  of any  provision  of  this  Agreement  concerning  (i)
     Confidential  Information,  or (ii)  intellectual  property  rights,  money
     damages may be an inadequate  remedy.  Accordingly,  such provisions may be
     enforced by the preliminary  injunction or other equitable order of a court
     of competent  jurisdiction  pending  resolution of the dispute  pursuant to
     Sections 9.2 and 9.3.


                             Article X. Termination
                                        -----------

10.1 Termination for Material Default; Termination for Non-Payment
     -------------------------------------------------------------

(a)  Except for a default in payments, which will be governed by Section 10.1(b)
     below,  either  Party shall have the  option,  but not the  obligation,  to
     terminate for material default:

(i)  this  Agreement  (if the  material  default by the other Party  occurs as a
     breach of the terms of the body of this Agreement), and/or

(ii) any Authorization Letter (if the material default by the other Party occurs
     as a breach of the terms of this Agreement or such Authorization Letter)

     provided:
     --------

(x)  with respect to a curable  material  default which is curable within thirty

<PAGE>

     (30) days, such material default is not cured by the breaching Party within
     thirty (30) days after the date on which the  non-breaching  Party provides
     written notice of such material default, in accordance with Section 12.9;

(y)  with  respect to a curable  material  default  which is not curable  within
     thirty (30) days,

(1)  if, within ten (10) Business Days after the date on which the non-breaching
     Party provides written notice of such material default,  in accordance with
     Section 12.9, the breaching Party has submitted to the non-breaching  Party
     a reasonable  timeframe for curing such material default and, such material
     default is not cured within that reasonable timeframe, or

(2)  if,  at the end of ten (10)  Business  Days  after  the  date on which  the
     non-breaching  Party provides written notice of such material  default,  in
     accordance  with Section 12.9, the breaching Party has not submitted to the
     non-breaching  Party  a  reasonable  timeframe  for  curing  such  material
     default, or

(z)  the material  default is not curable,  immediately  when the  non-breaching
     Party provides written notice of such material default,  in accordance with
     Section 12.9.

(b)  Either Party shall have the option,  but not the  obligation,  to terminate
     this Agreement (if the material  default occurs as a breach of the terms of
     the body of this Agreement) or any applicable  Authorization Letter (if the
     material  default occurs as a breach of the terms of this Agreement or such
     Authorization  Letter) if the other Party  ("Payer")  fails to pay when due
     amounts which Payer owes to the first Party  ("Payee") under this Agreement
     or any  Authorization  Letter and Payer fails to cure such  failure  within
     thirty (30) days after  receipt from Payee of written  notice  specifically
     stating that Payee is  exercising  its rights  under this Section  10.1(b);
     provided,  however,  that Payee shall not have the option to terminate this
     Agreement for a failure of Payer to pay Payee amounts due once such failure
     has been  cured by Payer in  accordance  with this  Section  10.1(b).  With
     respect to amounts  due under this  Agreement  or an  Authorization  Letter
     which are in dispute,  the Payee shall not have the right to terminate this
     Agreement  or any  Authorization  if the  Payer is in  compliance  with the
     provisions of Section 8.5(b) and (c).

(c)  If STK terminates  this  Agreement  and/or  any/all  Authorization  Letters
     pursuant to Section  10.1(a) or 10.1(b),  then no Termination  Fees will be
     payable  by STK  as to  this  Agreement  or  the  particular  Authorization
     Letter(s) so terminated.

10.2 Termination  of Dormant  Agreement.  If at any time during the term of this
     ----------------------------------
     Agreement there are no Authorization  Letters with an unexpired term and no
     Authorization  Letters  have been  entered  into by the Parties  during the
     prior 12-month period,  either Party may terminate this Agreement by giving
     at  least  30  days'  prior  written  notice  to  the  other  Party  and no
     Termination Fees will be payable by STK.

10.3 Termination  for   Convenience.   If  applicable  and   appropriate,   each
     ------------------------------
     Authorization  Letter will contain  provisions  pursuant to which STK shall
     have the option,  but not the obligation,  to terminate such  Authorization
     Letter for its convenience. For each Authorization Letter, STK may exercise

<PAGE>

     its  termination  option  by  delivering  to EDS  written  notice  of  such
     termination,  in accordance with Section 12.9,  identifying the termination
     date (which  shall be at least one hundred and eighty  (180) days after the
     deemed  delivered  date  of such  notice),  and  STK  shall  pay to EDS the
     applicable   termination   fee,  if  any,  set  forth  in  the   applicable
     Authorization  Letter (the "Termination  Fee"). In connection with any such
     termination,

(a)  STK shall have no liability to EDS for amounts in excess of:

(i)  the charges or fees  specified in the respective  Authorization  Letter for
     Services through the effective date of termination, and

(ii) the applicable Termination Fee specified in each Authorization Letter.

(b)  EDS shall use Commercially Reasonable Efforts to reduce any costs for which
     STK is responsible that are associated with any such termination.

10.4 Termination for  Insolvency.  Subject to applicable law, either Party shall
     ---------------------------
     have the option, but not the obligation, to terminate this Agreement or any
     Authorization  Letter without payment of any termination  fees if the other
     Party

(a)  becomes insolvent or is unable to meet its debts as they mature,

(b)  files a voluntary  petition in  bankruptcy  or seeks  reorganization  or to
     effect a plan or other arrangement with creditors,

(c)  files an answer or other pleading  admitting,  or fails to deny or contest,
     the  material  allegations  of an  involuntary  petition  filed  against it
     pursuant to any applicable  statute relating to bankruptcy,  arrangement or
     reorganization,

(d)  shall be adjudicated a bankrupt or shall make an assignment for the benefit
     of its creditors generally,

(e)  shall apply for, consent to or acquiesce in the appointment of any receiver
     or trustee for all or a substantial part of its property, or

(f)  any such receiver or trustee shall be appointed and shall not be discharged
     within thirty (30) days after the date of such appointment.

10.5 Effect of Expiration or Termination.
     -----------------------------------

(a)  Except as set forth in this Agreement, termination of this Agreement or any
     Authorization Letter under this Article shall not affect:

(i)  any  liabilities  or  obligations  of  either  Party  arising  before  such
     termination or out of the events causing such termination, or

(ii) any damages or other  remedies to which a Party may be entitled  under this
     Agreement,  at  law  or in  equity,  arising  from  any  breaches  of  such
     liabilities or obligations.

(b)  Expiration or Termination of Authorization  Letter Only. Upon expiration or
     -------------------------------------------------------
     termination of an Authorization  Letter,  but not this Agreement,  EDS will
     cease to perform the Services covered thereby,  and STK will pay to EDS all
     undisputed  amounts  due to EDS under such  Authorization  Letter  and,  as
     applicable,  this Agreement.  Any disputed  amounts would be subject to the

<PAGE>

     provisions  of Sections  8.5(b) and (c).  Expiration or  termination  of an
     Authorization  Letter will not affect any other  Authorization  Letters the
     performance of which by either or both of the Parties remains  outstanding,
     unless the Parties otherwise agree in writing. In addition,  the transition
     provisions set forth in Section 10.5(e) will apply to the extent  indicated
     therein. In the event one or more Authorization  Letters are expressly tied
     to the  terminated  Authorization  Letter,  the Parties  will make  mutally
     agreeable adjustments to the continuing Authorization Letter(s).

(c)  Expiration  of  Agreement  with No  Outstanding  Authorization  Letters  or
     ---------------------------------------------------------------------------
     Termination of Agreement.  Upon expiration of this Agreement at a time when
     ------------------------
     no  Authorization  Letters  are  outstanding  or upon  termination  of this
     Agreement (and all outstanding  Authorization Letters) by STK in accordance
     with this Article X, EDS will cease to perform the Services  covered hereby
     and  thereby,  and STK will pay to EDS all  undisputed  amounts  due to EDS
     hereunder  and  thereunder.  Any disputed  amounts  would be subject to the
     provisions  of  Sections  8.5(b)  and  (c).  In  addition,  the  transition
     provisions set forth in Section 10.5(e) will apply to the extent  indicated
     therein.

(d)  Expiration  of  Agreement  with  Outstanding  Authorization  Letters.  Upon
     --------------------------------------------------------------------
     expiration of this  Agreement  when one or more  Authorization  Letters are
     outstanding, this Agreement will remain in full force and effect solely for
     purposes of such Authorization  Letters.  The effective date termination of
     this Agreement will be deemed to be, as applicable,  the "expiration  date"
     or "effective date of termination" of the last such Authorization Letter to
     remain in  effect.  Thereafter,  EDS will  cease to  perform  the  Services
     covered hereby and thereby,  and STK will pay to EDS all undisputed amounts
     due to EDS hereunder and thereunder.  Any disputed amounts would be subject
     to the  provisions of Section  8.5(b) and (c). In addition,  the transition
     provisions set forth in Section 10.5(e) will apply to the extent  indicated
     therein.

(e)  Transition  Assistance at Expiration or Termination of Authorization Letter
     ---------------------------------------------------------------------------
     or Agreement.
     ------------

(i)  Unless  otherwise  specified  in  the  applicable   Authorization   Letter,
     commencing  six  (6)  months  before  the  expiration  of the  term  of the
     applicable  Authorization  Letter or, if  applicable,  upon  delivery  of a
     termination  notice by STK or EDS pursuant to Article X (Termination),  and
     continuing until the expiration of the term of the applicable Authorization
     Letter or, if applicable, the termination date, EDS shall provide to STK or
     STK's  designee the  assistance  reasonably  requested by STK to enable the
     Services to continue  without  interruption  and to facilitate  the orderly
     transfer of the  Services to STK or its  designee  ("Termination/Expiration
     Assistance").  The  Parties  acknowledge  that  the  six (6)  month  period
     reflected  above may not be  appropriate  for all Services  that may be the
     subject of an Authorization Letter and that the Parties will designate such
     applicable period in the  Authorization  Letter if that period is different
     from the six (6) month period  reflected  above.  In addition,  the Parties
     shall, in each Authorization Letter, determine if it is appropriate to have
     provisions which deal with extending the termination date of the applicable
     Authorization  Letter  and,  if so,  the  appropriate  provisions  for such
     extension. Such  Termination/Expiration  Assistance shall be rendered at no
     additional charge to STK.

(ii) At STK's  request,  EDS shall provide to STK for up to six (6) months after
     the  expiration  date  of  the  applicable   Authorization  Letter  or,  if

<PAGE>

     applicable, the effective date of termination,  any and all of the Services
     being  performed  by  EDS  immediately   prior  to  such  date  under  such
     Authorization Letter, including, without limitation, Termination/Expiration
     Assistance. The Parties acknowledge that the six (6) month period reflected
     above may not be appropriate for all Services that may be the subject of an
     Authorization  Letter and that the Parties will designate  such  applicable
     period in the Authorization Letter if that period is different from the six
     (6)  month  period  reflected  above.  This  Agreement  and the  applicable
     Authorization  Letter shall continue to govern the  performance of all such
     Services   during  such  period,   except  that  to  the  extent  that  the
     Termination/Expiration  Assistance  requested  from EDS requires  resources
     beyond the  resources  then being  provided by EDS,  such  services will be
     provided at the  applicable  personnel  rates  specified in the  applicable
     Authorization Letter.

(iii)EDS  acknowledges  that, if it were to breach,  or threaten to breach,  its
     obligation to provide STK with Termination/Expiration Assistance, STK would
     be irreparably harmed. STK shall be entitled to proceed directly to a court
     of  competent  jurisdiction  and to  attempt  to  obtain  such  injunctive,
     declaratory  or other  equitable  relief as may be reasonably  necessary to
     prevent such breach, provided that:

(1)  STK  has  complied  with  its  obligations  under  this  Agreement  and the
     applicable Authorization Letter, including without limitation,  its payment
     obligations  (subject to but in compliance with the obligations pursuant to
     Section 8.5(b) and (c), or

(2)  if STK has not complied with its  obligations  under this Agreement and the
     applicable  Authorization Letter, STK has paid in advance for fees, if any,
     under Section  10.5(e)(ii),  above, in accordance with Section 10.5(e)(iv),
     below.

(iv) With respect to Section  10.5(e)(iii)(2),  above,  in  connection  with the
     performance of Termination/Expiration  Assistance, pursuant to this Section
     10.5(e),  if STK pays EDS  monthly  in  advance  the  reasonable  estimated
     charges for such  Termination/Expiration  Assistance to be performed during
     such month,  then the charges  paid  pursuant to this  Section  10.5(e)(iv)
     shall be  reconciled  within  fifteen  (15) days after  completion  of each
     month, and,

(1)  in the  case  of an  undercharge  STK  will  pay  EDS  the  amount  of such
     undercharge, or

(2)  in the  case of an  overcharge,  EDS  will  pay to STK the  amount  of such
     overcharge.

10.6 Purchase of Equipment.  Upon expiration or termination of any Authorization
     ---------------------
     Letter, STK shall have the option, but not the obligation,  to purchase any
     equipment  owned by EDS and used by EDS at the time of the  termination  or
     expiration   exclusively   to  provide  the  Services   reflected  in  such
     Authorization Letter. The purchase price for any equipment purchased by STK
     shall be the greater of (i) the net book value of the applicable equipment,
     or (ii) the fair market value of the  applicable  equipment.  STK shall pay
     the purchase  price to EDS  concurrently  with EDS'  delivery to STK of the
     equipment and a bill of sale acceptable to STK. In addition,  STK shall pay
     any amounts payable pursuant to Section 8.6 (such section captioned Taxes).

<PAGE>

     In addition, STK shall have the option, but not the obligation, but only to
     the extent  permitted  by EDS'  leases,  to assume  any lease of  equipment
     leased by EDS and used by EDS at the time of the  termination or expiration
     exclusively   to  provide  the  Services   reflected   in  the   applicable
     Authorization  Letter.  All references in this section to STK shall include
     STK's designee.

10.7 Offers to  Employees.  As an exception  to the  provision of Section 3.3 of
     --------------------
     this Agreement,  beginning six (6) months before  expiration of the term of
     the applicable Authorization Letter, or (if applicable), upon delivery of a
     notice of  termination  pursuant to this Article,  STK shall be entitled to
     seek to hire  any EDS  employee  who  has  spent a  majority  of his or her
     working  hours in the  preceding  six (6) months  performing  the  Services
     reflected in the applicable  Authorization  Letter. EDS shall not interfere
     with STK's  efforts,  shall not  enforce any  restrictions  imposed on such
     employees by agreement or policy which would  interfere with STK's efforts,
     and  shall  provide  STK  access  to such  employees  for the  purposes  of
     interviews,  evaluations  and  recruitment.  In conducting  the  activities
     described  in  this  Section  10.7,  STK  shall  not  interfere  with  EDS'
     performance  of the Services under any  Authorization  Letter that are then
     outstanding.  Any such  employment  by STK  would  not be  effective  until
     termination or expiration of this Agreement or the applicable Authorization
     Letter, as the case may be.

                Article XI. Indemnities, Liability and Insurance
                            ------------------------------------

11.1 Indemnities for Third Party Claims.
     ----------------------------------

(a)  Indemnification by EDS for Third Party Claims
     ---------------------------------------------

(i)  Employment-related claims
------------------------------

     EDS shall  indemnify and hold harmless STK, its  Affiliates  and their past
     and present (as  applicable)  respective  officers,  directors,  employees,
     agents, successors, and assigns (collectively,  the "STK Indemnitees") from
     and  against  any and all Losses  arising  out of or  relating to a New EDS
     Employee's  employment  with EDS or  performance  of  services  under or in
     connection with this Agreement, including without limitation:

(1)  violation by EDS of Federal,  state, local,  international or other laws or
     regulations protecting persons or members of a protected class or category,
     including without limitation laws or regulations prohibiting discrimination
     or harassment on the basis of a protected characteristic;

(2)  liability  arising or resulting from a New EDS Employee's  employment  with
     EDS;

(3)  payment  of  wages  that  become  due and  owing  to any  New EDS  Employee
     following such New EDS Employee's effective date of employment with EDS;

(4)  any  employee  pension or  welfare  benefits  owed under an EDS  pension or
     welfare benefit plan;

(5)  other aspects of any New EDS Employee's employment relationship with EDS or
     the termination of such  relationship,  including without limitation claims
     for breach of an express or implied contract of employment; and

<PAGE>

(6)  liability  resulting  from  representations  (oral  or  written)  by EDS to
     Eligible Employees or New EDS Employees.

(ii) Other third party claims
     ------------------------

     EDS shall indemnify,  defend and hold harmless the STK Indemnitees and each
     of them,  from and against all Losses  arising from, in connection  with or
     relating to, any allegations by a third party (including without limitation
     a federal, state or local agency) regarding any of the following:

(1)  EDS'  failure to perform any  obligations  required to be  performed by EDS
     after the effective date of the applicable  Authorization  Letter under any
     of the third party contracts assigned to EDS thereunder, if any; and

(2)  any claims of EDS' subcontractors, suppliers, or independent contractors.

(b)  Indemnification by STK for Third Party Claims.
     ----------------------------------------------

(i)  Employment-related claims
     -------------------------

     STK shall  indemnify and hold harmless EDS, its  Affiliates  and their past
     and present (as applicable),  respective  officers,  directors,  employees,
     agents, successors, and assigns (collectively,  the "EDS Indemnitees") from
     and  against  any and all Losses  arising out of or relating to an Eligible
     Employee's  employment with STK before the first date on which the Eligible
     Employee is employed by EDS, including without limitation:

(1)  violation by STK of Federal,  state, local,  international or other laws or
     regulations protecting persons or members of a protected class or category,
     including,    without   limitation,   laws   or   regulations   prohibiting
     discrimination or harassment on the basis of a protected characteristic;

(2)  payment of wages due and owing to

(a)  any Eligible Employee who does not become a New EDS Employee or

(b)  any New EDS  Employee  before  such New EDS  Employee's  effective  date of
     employment with EDS;

(3)  any  employee  pension or  welfare  benefits  owed under an STK  pension or
     welfare benefit plan;

(4)  other aspects of any Eligible Employee's  employment  relationship with STK
     or the termination of such  relationship,  including,  without  limitation,
     claims for breach of an express or implied contract of employment; and

(5)  liability  resulting from  representations  (oral or written) by STK to the
     Eligible Employees.

<PAGE>

(ii) Other third party claims
     ------------------------

     STK shall indemnify,  defend and hold harmless the EDS Indemnities and each
     of them from and against all Losses  arising from,  in  connection  with or
     relating to, any allegations by a third party (including without limitation
     a federal, state or local agency) regarding of any of the following:

(1)  STK's  failure to perform any  obligations  required to be  performed by it
     prior to the effective  date of the applicable  Authorization  Letter under
     any of the third party contracts assigned to EDS thereunder, if any; and

(2)  any claims of STK's subcontractors, suppliers or independent contractors.

(c)  Mutual Indemnification.  EDS shall indemnify,  defend and hold harmless the
     ----------------------
     STK Indemnitees, and STK shall indemnify, defend, and hold harmless the EDS
     Indemnitees, from and against all Losses arising from claims relating to:

(i)  death of or  bodily  injury  to any  agent,  employee,  customer,  invitee,
     visitor  or  other  person  to the  extent  caused  by the  conduct  of the
     indemnitor,  its  Affiliates,  or their  respective  agents,  employees  or
     contractors,  except for Losses paid or incurred as a result of a claim for
     workers' compensation benefits; or

(ii) damage  to,  or loss or  destruction  of,  any  real or  tangible  personal
     property of third  parties to the extent  directly  caused by the  tortious
     conduct of the indemnitor,  its  Affiliates,  or their  respective  agents,
     employees or contractors, or

(iii)incidents  stemming from  publications  on the internet by such other Party
     which  result  in third  party  claims of libel,  indecency,  false  light,
     invasion of privacy or image or personality rights.

(d)  Intellectual Property Indemnification
     -------------------------------------

(i)  Defense Obligation.

(1)  STK and EDS (each a "First  Party")  each agree to defend,  the other Party
     ("Second  Party") and the Second Party's  respective,  past and present (as
     applicable) officers, directors,  representatives,  agents, and successors,
     from and  against  any action to the extent  that such action is based on a
     third party claim that the Software (other than Third Party Software, which
     by definition does not include EDS Vendor  Software)  provided by the First
     Party,  the  Confidential  Information  provided by the First Party, or any
     other  deliverable  provided by the the First Party to the Second Party, or
     any part thereof, (collectively "IP Items")

(a)  infringes a copyright perfected under applicable United States law,

(b)  infringes a patent granted under applicable United States law, or

<PAGE>

(c)  constitutes  an unlawful  disclosure,  use or  misappropriation  of another
     party's trade secret.

(2)  The First Party will:

(a)  bear the  expenses of such  defense,  including  without  limitation  court
     costs,  attorneys' fees, and other related expenses, each as they come due,
     and

(b)  pay any  damages,  attorneys'  fees,  and expenses of such defense that are
     attributable  to  such  claim  finally  awarded  by a  court  of  competent
     jurisdiction.

(ii) Alternatives.
     ------------

(1)  If any IP Item becomes the subject of a claim under this Section, or in the
     First Party's opinion is likely to become the subject of such a claim, then
     the First Party may, at its option,

(a)  modify the IP Item to make it  noninfringing  or cure any claimed misuse of
     another's  trade  secret,  provided  such  modification  does not adversely
     affect the  functionality  or  usefulness  of the IP Item or  increase  the
     Second Party's costs related to the use of such IP Item, or

(b)  procure  for the  Second  Party  the  right to  continue  using the IP Item
     pursuant to this Agreement or the applicable Authorization Letter, or

(c)  replace  the IP  Item  with a  substantially  equivalent  IP  Item  that is
     noninfringing or that is free of claimed misuse of another's trade secret.

(2)  Any costs  associated with  implementing any of the alternatives in Section
     11.1(d)(ii)(1)  shall be borne by the First  Party,  but such costs will be
     subject to Sections  11.2(b)  (Limit on Types of Damages  Recoverable)  and
     11.2(c) (Limit on Amount of Direct Damages Recoverable).

(3)  If none of the alternatives set forth in Section  11.1(d)(ii)(1) is pursued
     by, or (if pursued) available to, the First Party, then

(a)  the Second Party will return such IP Item to the First Party, and

(b)  if requested by the Second Party,  the Parties will negotiate,  pursuant to
     Article  IX but  subject  to  Sections  11.2(b)  (Limit on Types of Damages
     Recoverable)  and 11.2(c) (Limit on Amount of Direct Damages  Recoverable),
     to reach a written agreement on what, if any, monetary damages (in addition
     to the First  Party's  obligation  to defend the claim and pay any damages,
     attorneys'  fees, and expenses as required  above in this Section  11.1(d))

<PAGE>

     are  reasonably  owed by the First Party to the Second Party as a result of
     the of the Second Party no longer  having use of such IP Item;  the payment
     of any such monetary  damages will be the Second Party's sole and exclusive
     remedy for the  inability of the First Party to implement  any of the above
     alternatives in Section 11.1(d)(ii)(1).

(4)  The indemnitor will regularly,  fully,  and promptly  communicate  with and
     consider  the  views  of the  Second  Party  in  any  such  defense  and/or
     settlement efforts.

(iii)With  respect  to any IP  Item  provided  or  developed  by a  First  Party
     pursuant to this Agreement or any  Authorization  Letter,  such First Party
     shall have no  liability  to the Second  Party under this  Agreement or any
     Authorization Letter:

(1)  to the extent that any claim of  infringement  is based upon the use of the
     IP Item in connection or in combination with equipment,  devices or another
     IP Item not supplied by the First Party Party or used in a manner for which
     the IP Item was not designed,

(2)  to the extent caused by maintenance,  modifications,  updates, enhancements
     and/or  improvements  to the IP Item made by any party other than the First
     Party  Party,  unless  such third party is or was a  contractor,  employee,
     agent, representative, director, or Affiliate of such First Party; or

(3)  to the extent  the claim of  infringement  arises out of the First  Party's
     compliance  with  specifications  provided  by the  Second  Party  and such
     infringement would not have occurred but for such compliance.

(iv) This Section 11.1(d) sets forth the Parties' sole and exclusive obligations
     and remedies with respect to infringement,  misappropriation, or misuse, of
     a third party's intellectual property rights.

(e)  Indemnification Procedures
     --------------------------

(i)  Promptly  after  receipt by an indemnitee of any written claim or notice of
     any action giving rise to a claim for  indemnification  by the  indemnitee,
     the  indemnitee  shall so notify the indemnitor and shall provide copies of
     such claim or any documents relating to the action. No failure to so notify
     an indemnitor  shall relieve the indemnitor of its  obligations  under this
     Agreement or the applicable  Authorization Letter except to the extent that
     the  failure  or delay is  prejudicial.  The  indemnitor  shall  notify the
     indemnitee  in  writing  (a  "Notice  of  Assumption  of  Defense")  if the
     indemnitor  elects to assume  control of the defense and settlement of such
     claim or action:

(1)  within thirty (30) days following  receipt of such written  notice,  but in
     any event no later  than  twenty  (20) days  before  the  deadline  for any
     responsive pleading, or

<PAGE>

(2)  in the case of a temporary restraining order, within two (2) days following
     receipt of such  written  notice,  but in no event later than five (5) days
     prior to such proceeding, or

(3)  if shorter time periods are dictated by the timing of the  proceedings,  as
     soon as  reasonably  possible,  but no later than one (1) day prior to such
     proceeding.

(ii) If the  indemnitor  delivers a Notice of Assumption of Defense with respect
     to a claim  within the  required  period,  the  indemnitor  shall have sole
     control over the defense and settlement of such claim;  provided,  however,
     that:

(1)  the  indemnitee  shall be  entitled to  participate  in the defense of such
     claim and to employ  counsel at its own expense to monitor  and  reasonably
     assist in the handling of such claim, and

(2)  the  indemnitor  shall obtain the prior written  approval of the indemnitee
     before  entering  into  any  settlement  of  such  claim  (but  only  as to
     non-monetary  concessions that will adversely  affect the  indemnitee),  or
     ceasing to defend against such claim.

(iii)After  the  indemnitor  has  delivered  a timely  Notice of  Assumption  of
     Defense  relating to any claim,  the indemnitor  shall not be liable to the
     indemnitee for any legal expenses incurred by such indemnitee in connection
     with the defense of such claim; provided, that the indemnitor shall pay for
     separate  counsel  for the  indemnitee  to the  extent  that  conflicts  or
     potential  conflicts  of  interest  between  the  Parties  so  require.  In
     addition,  the indemnitor shall not be required to indemnify the indemnitee
     for any amount paid by such  indemnitee in the  settlement of any claim for
     which the indemnitor has delivered a timely Notice of Assumption of Defense
     if such  amount  was  agreed to by the  indemnitee  without  prior  written
     consent of the  indemnitor,  which  shall not be  unreasonable  withheld or
     delayed in the case of monetary claims.  An indemnitor may withhold consent
     to settlement of claims of infringement  affecting its proprietary  rights,
     including  licenses  to  use  others'   proprietary   rights,  in  is  sole
     discretion.

(iv) If the  indemnitor  does not  deliver a Notice  of  Assumption  of  Defense
     relating to a claim within the required notice period, the indemnitee shall
     have  the  right  to  defend  the  claim  in such a  manner  as it may deem
     appropriate,  at the cost and  expense of the  indemnitor.  The  indemnitor
     shall  promptly  reimburse the  indemnitee  for all such costs and expenses
     upon written request therefor, as such amounts come due.

(v)  The indemnitee will provide to the indemnitor reasonable cooperation in the
     defense or settlement  of the claim.  To the extent the  indemnitee  incurs
     reasonable  incremental  expenses to provide such  cooperation,  indemnitor
     will pay, as they come due, such expenses.

(f)  Subrogation.  Except  as  provided  under  Section  11.3,  in the  event an
     -----------
     indemnitor   indemnifies  an  indemnitee  pursuant  to  this  Article,  the
     indemnitor shall, upon payment in full of such indemnity,  be subrogated to
     all of the rights of the indemnitee with respect to the claim to which such
     indemnity relates.

11.2 Liability.
     ---------

<PAGE>

(a)  General  Intent.  Subject  only  to  the  limitations  set  forth  in  this
     ---------------
     Agreement, a Party who breaches any of its obligations under this Agreement
     or any Authorization Letter shall be liable to the other Party (but not any
     third  party) for any direct  damages  actually  incurred by the other as a
     direct result of such breach.

(b)  Limit on Types of Damages Recoverable
     -------------------------------------

(i)  EXCEPT AS SET FORTH IN CLAUSE (ii) BELOW, NEITHER PARTY SHALL BE LIABLE FOR
     INDIRECT,  CONSEQUENTIAL  (INCLUDING,  WITHOUT  LIMITATION,  LOST PROFITS),
     INCIDENTAL,  EXEMPLARY  OR  PUNITIVE  DAMAGES,  REGARDLESS  OF THE  FORM OF
     ACTION, WHETHER IN CONTRACT,  TORT, WARRANTY OR OTHERWISE, AND EVEN IF SUCH
     PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(ii) The exclusion set forth in clause 11.2(b)(i) shall not apply to:

(1)  Losses otherwise  recoverable by an indemnitee pursuant to Sections 11.1(c)
     and 11.1(d) (except for 11.1(c)(iii) and 11.1(d)(ii)),

(2)  a Party's  intentional  breach of its obligations with respect to the other
     Party's Confidential Information,

(3)  damages caused by a Party's gross negligence or willful misconduct, and

(4)  STK's payment obligation for EDS charges pursuant to Section 8.1.

(c)  Limit on Amount of Direct Damages Recoverable
     ---------------------------------------------

(i)  Each Party's  aggregate  liability under any  Authorization  Letter for all
     acts or  omissions  and all  claims,  whether  arising in  contract,  tort,
     warranty or  otherwise,  will be stated in each  Authorization  Letter (the
     "Authorization   Letter  Damages  Limit").   However,   in  the  event  the
     Authorization Letter Damages Limit is omitted from an Authorization Letter,
     the  Authorization  Letter  Damages  Limit shall be an amount  equal to the
     total fees paid and payable to EDS under such  Authorization  Letter during
     the twelve (12) complete calendar months immediately preceding the month in
     which the event  giving rise to the  liability  occurred  (or, if the event
     giving rise to the  liability  occurs  during the first  twelve (12) months
     after the effective date of such  Authorization  Letter,  the total charges
     estimated  to be payable to EDS  pursuant to the  Authorization  Letter for
     such first twelve (12) months).  This limitation  shall not apply to losses
     or damages attributable to:

(1)  Losses otherwise recoverable by an indemnitee pursuant to Sections 11.1 (c)
     and 11.1(d) (except for 11.1(c)(iii) and 11.1(d)(ii))

(2)  a Party's  intentional  breach of its obligations with respect to the other
     Party's Confidential Information,

<PAGE>

(3)  claims arising out of a Party's gross negligence or willful misconduct, and

(4)  STK's payment obligation for EDS charges pursuant to Section 8.1.

(ii) Notwithstanding   the  provisions  of  Sections  11.2(c)(i)  or  any  other
     provision in this  Agreement,  the liability of each Party to the other for
     all  damages   arising  out  of  or  related  to  this  Agreement  and  all
     Authorization  Letters,  regardless  of the  form of  action  that  imposes
     liability, whether in contract, equity, negligence,  intended conduct, tort
     or otherwise  will be limited to and will not exceed,  in the aggregate for
     all claims,  actions and causes of action of every kind and nature, the sum
     of all Authorization  Letter Damages Limits for all  Authorization  Letters
     then in effect, and, if the Authorization  Letter under which the claim was
     asserted has expired or been  terminated  and the  liability for such claim
     survives such termination or expiration,  the  Authorization  Letter Damage
     Limits for such Authorization Letter, (the "Aggregate Damages Limit"). This
     limitation shall not apply to losses or damages attributable to:

(1)  Losses otherwise recoverable by an indemnitee pursuant to Sections 11.1 (c)
     and 11.1(d) (except for 11.1(c)(iii) and 11.1(d)(ii)),

(2)  a Party's  intentional  breach of its obligations with respect to the other
     Party's Confidential Information,

(3)  damages caused by a Party's gross negligence or willful misconduct, and

(4)  STK's payment obligation for EDS charges pursuant to Section 8.1.

(iii)The following  shall be considered  direct  damages and neither party shall
     assert that they are  indirect,  consequential,  or special  damages to the
     extent  they result from a Party's  failure to fulfill its  obligations  in
     accordance with this Agreement:

(1)  reasonable   costs  of   testing,   verifying,   recreating,   documenting,
     reformatting, and reloading any of STK's lost or damaged information;

(2)  reasonable  costs of designing,  testing,  documenting,  and implementing a
     workaround in respect of a failure to provide the Services;

(3)  reasonable   costs  of   diagnosing,   repairing,   testing,   documenting,
     reintegrating,  and/or replacing lost or damaged  equipment and Software or
     other materials;

(4)  reasonable  costs and  expenses  incurred  to correct  excessive  errors in
     Software  maintenance  and  enhancements  provided as part of the  Services
     which result from EDS' failure to perform the Services in  compliance  with
     Section 5.2(d);

(5)  reasonable  costs and  expenses  incurred to procure the  Services  from an

<PAGE>

     alternate   source,   including   research,   development,    distribution,
     publication,  and  administration  of  requests  for  proposals,  and other
     transaction costs; and

(6)  straight  time,  overtime,   and  related  expenses  incurred  by  STK  for
     employees, consultants, and contractors,  including overhead allocations of
     STK for STK's employees consultants, and contractors, wages and salaries of
     additional employees, travel expenses, overtime expenses, telecommunication
     charges, and similar charges, reasonably incurred by STK as a direct result
     of a  failure  of EDS to  provide  the  Services  in  accordance  with this
     Agreement or incurred in connection with (1) through (5) above.

(iv) Each party shall have a duty to reasonably  mitigate  damages for which the
     other Party is liable.

(d)  Contractual  Statute of  Limitations.  No claim and demand for mediation or
     ------------------------------------
     arbitration  or cause of action which arose out of an event or events which
     occurred  more  than six (6)  years  prior to the  filing  of a demand  for
     mediation or arbitration or suit alleging a claim or cause of action may be
     asserted by either Party against the other.

(e)  Acknowledgment.  The Parties expressly acknowledge that the limitations and
     --------------
     exclusions set forth in Sections  11.2(a),  11.2(b),  11.2(c),  and 11.2(d)
     have been the  subject  of active  and  complete  negotiation  between  the
     Parties and  represent  the  Parties'  agreement  taking into  account each
     Party's level of risk associated with the performance or  nonperformance of
     its obligations under this Agreement and the payments and other benefits to
     be derived by each Party pursuant to this Agreement. The provisions of this
     Article XI will survive the expiration or termination of this Agreement and
     any Authorization Letter for any reason.


<PAGE>



11.3 Insurance; Risk of Loss
     -----------------------

(a)  Required Insurance Coverage
     ---------------------------

     Throughout   the  Term  EDS  shall  maintain  in  force  (and  cause  their
     subcontractors to maintain in force), at minimum,  the insurance  coverages
     described below.

(i)  Commercial  General  Liability   Insurance,   including   Products/Complete
     Operations and Advertising Injury coverage,  with a minimum combined single
     limit of $1,000,000 per occurrence.  The policy shall contain  coverage for
     property in the "care,  custody  and  control" of EDS in an amount not less
     then $1,000,000;

(ii) Umbrella Liability Insurance,  including  Products/Complete  Operations and
     Advertising  Injury  coverage,  with a  minimum  combined  single  limit of
     $10,000,000 per occurrence;

(iii)Worker's  Compensation  Insurance  or any  alternative  plan or coverage as
     permitted  or required by  applicable  law, of the state or nation in which
     the work is performed and  Employer's  Liability  coverage in an amount not
     less then $1,000,000 per occurrence;

(iv) Automotive  Liability  Insurance  covering use of all owned,  non-owned and
     hired  automobiles  with a minimum  combined single limit of $1,000,000 per
     occurrence for bodily injury and property damage liability; and

(v)  Crime  insurance  for  Losses  arising  out of the  dishonest  acts of EDS'
     employees  in the amount of  $5,000,000  for each loss or series of related
     losses.

(b)  General Insurance  Requirements.  All insurance policies EDS is required to
     -------------------------------
     carry pursuant to this Section 11.3 shall:

(i)  be primary as to EDS' negligence and  non-contributing  with respect to any
     other insurance or self-insurance STK may maintain;

(ii) name STK, its  Affiliates  and their  respective  officers,  directors  and
     employees as additional  insureds,  as such  parties'  interests may appear
     with  respect to this  Agreement,  but only with  respect to the  insurance
     policies described in subsections  11.3(a)(i),  11.3(a)(ii) and 11.3(a)(iv)
     above;

(iii)be provided by  insurance  companies  rated by A-M Best with at least an A-
     rating; and

(iv) require the  insurer to notify STK in writing at least  thirty (30) days in
     advance of cancellation or material modification.

     Upon STK's request, EDS shall cause its insurers to issue to STK as soon as
     possible  after the Agreement  Effective  Date and each policy renewal date
     certificates of insurance  evidencing  that the coverages  required by this
     Section 11.3 are in effect.

<PAGE>

(c)  Risk of Loss.  Unless  such  damages  have been  caused by the  reckless or
     ------------
     intentional  misconduct  of the  other  Party,  EDS and STK  each  shall be
     responsible  for  damages to their  respective  tangible  personal  or real
     property  (whether owned or leased),  and each Party agrees to look only to
     their own insuring arrangements (if any) with respect to such damage.

(d)  Waiver of Subrogation. EDS and STK waive all rights to recover against each
     ---------------------
     other for any loss or damage to their respective tangible personal property
     (whether owned or leased) from any cause covered by insurance maintained by
     each of  them,  including  their  respective  deductibles  or  self-insured
     retentions.  EDS and STK also  agree to waive and  cause the  waiver of all
     rights that either of them or their respective  insurers might have against
     the other or the other's  insurers  for Losses paid or incurred as a result
     of a claim for workers' compensation benefits. EDS and STK will cause their
     respective  insurers to issue  appropriate  waivers of  subrogation  rights
     endorsements to all property insurance  policies  maintained by each party.
     Each  party  shall  give the  other  party  written  notice  if a waiver of
     subrogation is unobtainable,  or obtainable only at additional  expense. If
     the party  receiving  such notice  agrees to reimburse  the other party for
     such  additional  expense,  the other  party  shall  obtain  such waiver of
     subrogation.  If a waiver is  unobtainable  or if a party elects not to pay
     the additional  expense of a waiver,  then neither party nor their insurers
     shall waive such subrogation rights.


                           Article XII. Miscellaneous
                                        -------------

12.1 Interpretation
     --------------

(a)  In this  Agreement  and  any  Authorization  Letter,  words  importing  the
     singular  number  include  the plural  and vice  versa and words  importing
     gender  include all genders.  The word  "person"  includes,  subject to the
     context  in which it  appears,  an  individual,  partnership,  association,
     corporation, trustee, executor, administrator or legal representative.

(b)  The division of this  Agreement and of any  Authorization  Letter and their
     respective Schedules into Articles, Sections, subsections and Schedules and
     the insertion of any captions or headings are for  convenience of reference
     only and shall not affect its construction or interpretation.

(c)  In  this  Agreement  and  any   Authorization   Letter,   unless  otherwise
     specifically provided:

(i)  References to a specified Article, Section,  subsection,  Schedule or other
     subdivision  shall be construed as  references to that  specified  Article,
     Section, subsection,  Schedule or other subdivision of this Agreement or of
     any Authorization Letter, unless the context otherwise requires.

(ii) The word "dollar" and the symbol "$" refer to United States dollars.

(iii)References  to  "days"  means  calendar  days  unless  "Business  Days" are
     expressly specified.

(vi) The term "including" means "including,  without limitation," or "including,
     but not limited to."

<PAGE>

12.2 Binding Nature and Assignment.
     -----------------------------

(a)  Neither  Party may assign,  voluntarily  or by operation of law, any of its
     rights or  obligations  under this  Agreement or any  Authorization  Letter
     without the prior written  consent of the other Party,  which consent shall
     not be unreasonably  withheld;  provided,  that either Party may assign its
     rights and obligations under this Agreement or any Authorization  Letter to
     an Affiliate,  or to an entity which acquires all or  substantially  all of
     the assets of such Party

(b). No  assignment  by a Party  shall  relieve  such  Party of its  rights  and
     obligations  under  this  Agreement  or any  Authorization  Letter,  unless
     otherwise  specifically  set forth in an assignment  approval  signed by an
     authorized  representative  of the other Party.  Subject to the  foregoing,
     this  Agreement  and all  Authorization  Letters  shall be  binding  on the
     Parties and their respective successors and assigns.

(c)  A corporate reorganization not involving any additional entities other than
     a Party and its then-current  wholly owned  subsidiaries will not be deemed
     to be an assignment for purposes of Section 12.2(a).

(d)  Notwithstanding  the  provisions of Sections  12.2(a),  (b), and (c), in no
     event will EDS be permitted to assign this Agreement to an STK  Competitor,
     even if such STK Competitor is an EDS Affiliate.

(e)  Notwithstanding  the  provisions of Section  12.2(a),  (b), and (c), if the
     control of EDS (or the entity  providing  Services under this Agreement) is
     transferred to an STK Competitor,  whether through  acquisition of stock or
     merger,  then STK shall have the right,  at its option,  to terminate  this
     Agreement and any or all  Authorization  Letter(s)  under the provisions of
     Section 10.3, provided, however, that the number of days of notice shall be
     ninety  (90)  days  instead  of one  hundred  eighty  (180)  days  and  the
     applicable Termination Fee(s) shall be deemed to be:

(i)  if the effective date of termination occurs during the first  [CONFIDENTIAL
     INFORMATION DELETED] months following the Agreement Effective Date, a total
     of  [CONFIDENTIAL  INFORMATION  DELETED]  months  of fees  under  the  then
     applicable fee schedule(s) for the terminated Authorization Letter(s), or

(ii) if the effective date of termination  occurs after the first  [CONFIDENTIAL
     INFORMATION DELETED] months following the Agreement Effective Date, a total
     of [CONFIDENTIAL  INFORMATION  DELETED] of the then applicable  Termination
     Fee(s)  pursuant  to the  Termination  Fee  schedule(s)  to the  terminated
     Authorization Letter(s).

12.3 Expenses.  Unless otherwise  specifically  provided in this Agreement or in
     --------
     the applicable  Authorization Letter, all costs and expenses (including the
     fees and  disbursements  of legal counsel)  incurred in connection with the
     negotiation  and  preparation  of  this  Agreement  and  all  Authorization
     Letters,  and  the  completion  of the  transactions  contemplated  by this
     Agreement  and all  Authorization  Letters,  shall  be  paid  by the  Party
     incurring such expenses.

12.4 Amendment and Waiver. No supplement,  modification,  amendment or waiver of
     --------------------
     this Agreement or any Authorization Letter shall be binding unless executed
     in  writing  by an  authorized  representative  of the Party  against  whom

<PAGE>

     enforcement  of such  supplement,  modification,  amendment  or  waiver  is
     sought.  No  waiver  of any of the  provisions  of  this  Agreement  or any
     Authorization  Letter  shall  constitute  a waiver of any  other  provision
     (whether or not  similar)  nor shall such waiver  constitute  a  continuing
     waiver unless otherwise expressly provided.

12.5 Further Assurances;  Consents and Approvals.  Each Party shall provide such
     -------------------------------------------
     further documents or instruments  reasonably required by the other Party as
     may be reasonably  necessary or desirable to give effect to this  Agreement
     and all Authorization  Letters and to carry out their provisions.  Whenever
     this Agreement or any  Authorization  Letter requires or  contemplates  any
     action,  consent or approval,  such Party shall act  reasonably and in good
     faith and (unless  the  Agreement  or any  Authorization  Letter  expressly
     allows  exercise  of a Party's  sole  discretion)  shall  not  unreasonably
     withhold or delay such action, consent or approval.

12.6 Publicity.  Except as otherwise set forth in the  applicable  Authorization
     ---------
     Letter or this Agreement,  all media  releases,  public  announcements  and
     other  disclosures  by  either  Party  relating  to  this  Agreement,   any
     Authorization  Letter or the subject  matter  hereof or thereof,  including
     promotional or marketing materials,  but excluding  announcements  intended
     solely  for  internal   distribution   or  to  meet  legal  or   regulatory
     requirements,  shall be coordinated with and approved by the other Party in
     writing prior to release.  Each Authorization Letter may include procedures
     regarding  such  coordination  and  approval  matters  applicable  to  such
     Authorization Letter.

12.7 Severability.  Any provision in this Agreement or any Authorization  Letter
     ------------
     which is prohibited or unenforceable in any jurisdiction  shall, as to such
     jurisdiction,   be  ineffective  to  the  extent  of  such  prohibition  or
     unenforceability without invalidating the remaining provisions or affecting
     the validity or enforceability of such provision in any other jurisdiction.

12.8 Entire Agreement.  This Agreement and all Authorization Letters,  including
     ----------------
     the Schedules hereto and thereto,  constitute the entire agreement  between
     the Parties pertaining to the subject matter hereof and supersede all prior
     and   contemporaneous   agreements,   understandings,    negotiations   and
     discussions,  whether  oral or written,  of the Parties  pertaining  to the
     subject matter hereof.

12.9 Notices. Any notice, demand or other communication required or permitted to
     -------
     be given  under this  Agreement  or any  Authorization  Letter  shall be in
     writing and shall be deemed delivered to a Party:

(a)  when delivered by hand or receipted courier,

(b)  when  sent  by  confirmed  facsimile  with a copy  sent  by  another  means
     specified in this Section,

(c)  six (6) days after the date of mailing if mailed by United States certified
     mail, return receipt requested, postage prepaid, or

(d)  when sent by confirmed electronic mail (email notification is not permitted
     for notices of termination or notices of material default).;

     in each case to the address of such Party set forth below (or at such other
     address as the Party may from time to specify  by notice  delivered  in the
     foregoing manner):

      If to EDS, to:

               Electronic Data Systems Corporation

<PAGE>

               833 W.S. Boulder Road
               Louisville, CO  80027
               Attention:  Mike O'Hair
               Telephone:  (303) 665-1520 (number provided for convenience only)
               Telecopy No.:  (303) 666-3965
               Email:  mike.ohair@eds.com

      With a copy (for notices which may not be sent by email
pursuant to Section 12.9(d) above), to:

               Electronic Data Systems Corporation
               5400 Legacy Drive
               Mailstop H3-3A-05
               Plano, TX  75024
               Attention:  General Counsel
               Telephone:  (972) 605-5500 (number provided for convenience only)
               Telecopy No.:  (972) 605-3491

      If to STK, to:

               Storage Technology Corporation
               One StorageTek Drive  MS 4315
               Attention:  Vice President , Global Supply Chain Management
               Louisville, CO  80028
               Telecopy No.:  (303) 661-6218
               Email:  roy_perry@storagetek.com

      With copies to:

               Storage Technology Corporation
               One StorageTek Drive, MS 4309
               Attention: Office of Corporate Counsel
               Louisville, CO  80028
               Telecopy No.:  (303) 673-4151
               Telephone:  (303) 673-5989 (number provided for convenience only)
               Email: timothy_schulte@storagetek.com

               StorageTek Technology Corporation
               One StorageTek Drive, MS 4326
               Attention: Vice President, Finance
               Louisville, CO  80028
               Telecopy No.:  (303) 661-6218
               Telephone:  (303) 673-6505 (number provided for convenience only)
               Email:  kenneth_martin@storagetek.com

12.10 Survival. Any provision of this Agreement or of any  Authorization  Letter
      --------
     which contemplates  performance or observance subsequent to any termination
     or expiration of this Agreement or of the applicable  Authorization  Letter
     shall  survive  expiration  or  termination  of  this  Agreement  or of the
     applicable Authorization Letter.

12.11 Independent Contractors.  EDS shall  perform  its  obligations  under this
      -----------------------
     Agreement and all  Authorization  Letters as an  independent  contractor of
     STK.  Nothing  herein  or in any  Authorization  Letter  shall be deemed to
     constitute  EDS and STK as partners,  joint  venturers,  or  principal  and
     agent.  Neither  Party has the authority to represent the other Party as to
     any matters,  except as expressly  authorized  in this  Agreement or in any
     Authorization Letter.
<PAGE>

12.12 Third Party   Beneficiaries.   Nothing  in  this   Agreement   or  in  any
      ---------------------------
     Authorization Letter, express or implied, is intended to confer any rights,
     benefits,  remedies,  obligations or liabilities on any person  (including,
     without limitation, any employees of the Parties) other than the Parties or
     their respective successors or permitted assigns.

12.13 Counterparts. This Agreement and any Authorization  Letter may be executed
      ------------
     in one or more counterparts,  each of which shall be deemed an original but
     all of which taken together shall constitute one and the same instrument.

12.14 Additional EDS   Signatory.   By  execution   below,   EIS,  an  indirect,
      --------------------------
     wholly-owned  subsidiary  of EDS,  agrees to be bound by and subject to the
     terms of this Agreement and all Authorization Letters, including all rights
     and obligations under this Agreement and all Authorization  Letters, to the
     same extent as EDS, and all  references to EDS in this Agreement and in all
     Authorization Letters will be deemed to include EIS. The addition of EIS as
     an additional EDS signatory to this Agreement and all Authorization Letters
     will in no way diminish the rights nor the  obligations  of any other Party
     to this Agreement or any Authorization Letters.

12.15 Force Majeure
      -------------

(a)  Neither  Party shall be liable for any failure or delay in the  performance
     of its obligations  under this Agreement or any  Authorization  Letter,  if
     any, to the extent such failure or delay both:

(i)  is caused,  directly or indirectly,  without fault by such Party, by: fire,
     flood,  earthquake,  elements  of  nature  or  acts  of  God;  acts of war,
     terrorism, riots, civil disorders, rebellions or revolutions;  quarantines,
     embargoes and other similar governmental action; or any other similar cause
     beyond the reasonable control of such party; and

(ii) could not have been prevented by reasonably effective precautions.

     Events meeting both of the criteria set forth in clauses (i) and (ii) above
     are  referred  to  collectively  as  "Force  Majeure  Events."  Each  Party
     expressly  acknowledges  that  Force  Majeure  Events  do not  include  the
     non-performance of its own subcontractors.

(b)  Upon the  occurrence of a Force Majeure  Event,  the  non-performing  Party
     shall be excused from any further performance or observance of the affected
     obligation(s)  for as long as such  circumstances  prevail  and such  Party
     continues to use Commercially  Reasonable Efforts to recommence performance
     or observance  whenever and to whatever extent possible  without delay. Any
     Party so delayed in its performance  will  immediately  notify the other by
     telephone or by the most timely means otherwise  available (to be confirmed
     in writing within two (2) Business Days of the inception of such delay) and
     describe in reasonable detail the circumstances causing such delay.

(c)  If a Force  Majeure  Event  causes  a  material  failure  or  delay  in the
     performance  of any Services under any  Authorization  Letter for more than
     five (5) consecutive  days, and EDS  unreasonably  fails to procure for STK
     such  Services  under the affected  Authorization  Letter from an alternate
     source,  STK may, at its option,  procure such Services  under the affected
     Authorization  Letter from an  alternate  source until EDS is again able to
     provided  such  Services.  STK  shall  continue  to  pay  EDS  the  charges

<PAGE>

     established  hereunder  during  such  period  for  the  Services  that  EDS
     continues  to perform  during such eriod,  but EDS shall not be entitled to
     any additional  payments as a result of the Force Majeure Event, or payment
     for  Services  that are not  performed  as a result of such  Force  Majeure
     Event.

(d)  Notwithstanding  any other provision of this Section, a Force Majeure Event
     shall not relieve EDS of its  obligation  to implement  all of the Services
     relating  to   disaster   recovery   services   and   business   continuity
     servicesunless  and to the  extent  such  disaster  recovery  services  are
     indepently affected by a separate Force Majeure Event.

(e)  Despite the  occurrence of a Force  Majeure  Event,  EDS shall  continue to
     perform  the  Services  in a manner so as to  minimize  the effects of such
     Force Majeure Event on the delivery and performance of the Services and the
     deliverables thereunder.

12.16 Right to Engage in Other Activities.  Subject to the provisions of Article
      -----------------------------------
     VI (Intellectual  Property) and the restrictions on the use of data and the
     disclosure  of  confidential  information  set forth in Article  VII, or as
     otherwise  restricted  in this  Agreement or any  applicable  Authorization
     Letter,  nothing in this Agreement or any Authorization  Letter will impair
     either Party's right to acquire, license, market,  distribute,  develop for
     itself or others or have others  develop for such Party similar  technology
     performing  the same or similar  functions as the  technology  and Services
     contemplated by this Agreement or any Authorization Letter.

12.17 Compliance with Laws and Policies.
      ---------------------------------

(a)  Each party agrees to comply with all applicable laws and regulations in the
     performance  of its  obligations  and the exercise of its rights under this
     Agreement and all Authorization Letters.

(b)  EDS  agrees  to  comply  with  STK's  applicable   corporate  policies  and
     procedures.

12.18 Export Regulations.  This  Agreement  and  each  Authorization  Letter  is
      ------------------
     expressly  made  subject  to, and the  Parties  agree to comply  with,  the
     applicable  provisions of any United States  government laws,  regulations,
     orders or other  restrictions  regarding  export  from the  United  States,
     including  exports  of  computer  hardware,  software,  technical  data  or
     derivatives of such hardware, software or technical data.




<PAGE>



In Witness Whereof, the Parties have duly executed and delivered this Agreement
by their duly authorized representatives (in accordance with the terms of this
Agreement) as of the Agreement Effective Date.

STORAGE TECHNOLOGY CORPORATION   ELECTRONIC DATA SYSTEMS
                                 CORPORATION

By:                              By:
   ---------------------------      -----------------------------------------
Title:                           Title:
      ------------------------         --------------------------------------
Date:                            Date:
     -------------------------        ---------------------------------------


                                 EDS INFORMATION SERVICES L.L.C.

                                 By:
                                    -----------------------------------------
                                 Title:
                                       --------------------------------------
                                 Date:
                                      ---------------------------------------