<PAGE>
                                                                    EXHIBIT 10.2
================================================================================
                         DIGITAL EQUIPMENT CORPORATION



                                  PC UTILITY

                               STATEMENT OF WORK

                                      FOR
                          RENAISSANCE SOLUTIONS, INC.


                                AUGUST 29, 1996


             [LOGO OF DIGITAL EQUIPMENT CORPORATION APPEARS HERE]


================================================================================
 This document is confidential and is not to be disclosed in whole or in part 
          without the express written consent of the parties hereto.
<PAGE>
 
  THIS STATEMENT OF WORK AND THE ASSOCIATED PRODUCT AND SERVICE SCHEDULES ARE
 EXPRESSLY CONTINGENT UPON A THIRD PARTY FINANCIAL COMPANY AGREEING TO PROVIDE
   THE FINANCING FOR RENAISSANCE SOLUTIONS, INC. TO PURCHASE THE PRODUCTS AND
     SERVICES DESCRIBED IN THIS STATEMENT OF WORK AND ASSOCIATED SCHEDULES.
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
               <S>                                                                                         <C>
               REVISION CONTROL HISTORY.................................................................   1
               ------------------------
               1.0 PURPOSE..............................................................................   2

               2.0 SCOPE................................................................................   2

               3.0 ASSUMPTIONS..........................................................................   3

               4.0 DIGITAL AND RENAISSANCE RESPONSIBILITIES.............................................   4

               Digital  Responsibilities................................................................   4
               Renaissance Responsibilities.............................................................   4

               5.0  PROGRAM CONTROL.....................................................................   4

               Change Control...........................................................................   4
               Issue Resolution.........................................................................   5
               Management Escalation....................................................................   6

               6.0 STATUS MEETINGS AND REPORTS..........................................................   6

               Status Meetings..........................................................................   6
               Status Reports...........................................................................   7

               7.0  DEPENDENCIES........................................................................   7

               Equipment, Facilities, and Operations Support............................................   7
               Program Personnel........................................................................   8
               Information and Assistance...............................................................   8

               8.0  DELIVERABLES........................................................................   8

               Program Management Services..............................................................   9
               Buy Back Services........................................................................   9
               Acquisition Services.....................................................................  10
               Staging and Integration Services.........................................................  12
               Deinstallation Services..................................................................  14
               Installation and End-User Orientation Services...........................................  14
               Migration Services.......................................................................  16
               Migrating Existing Clients to Microsoft Windows 95 and Microsoft Office 95 Professional..  21
               Lotus Notes Migration - V3 to V4.........................................................  22
               Helpdesk Services........................................................................  22
               Hardware Maintenance Services............................................................  29
               Software Maintenance.....................................................................  30
               Microsoft Systems Management Server......................................................  32
               Technology Refresh.......................................................................  34
               Resident Senior LAN Engineer.............................................................  35
               Acceptance and Payment...................................................................  36

               9.0 PRECEDENCE OF  AGREEMENT.............................................................  37

               10.0 ACCEPTANCE SIGNATURES...............................................................  37

               Appendix A - Service/Product Schedules...................................................  38
               Appendix B - Renaissance Locations.......................................................  44

</TABLE> 
<PAGE>
 
<TABLE> 
               <S>                                                                                        <C> 
               Appendix C - Change Request Form.........................................................  45
               Appendix D - Certificate of Acceptance...................................................  46
               Appendix E - Issue Resolution Form.......................................................  47

</TABLE>
<PAGE>
 
               REVISION CONTROL HISTORY
               -----------------------------------------------------------------
               This section provides an account of revisions to this PC Utility
               Services Agreement commencing with V1.0 dated April 8, 1996.

               DOCUMENT VERSION/DATE         DOCUMENT STATUS AND/OR DESCRIPTION
               ---------------------         -----------------------------------
                                             OF CHANGES
                                             ----------

               V1.0 April 8, 1996            Initial draft issued for formal
                                             Customer review.

               V 2.0 April 25, 1996          Revised document based on
                                             Customer requests

               V 3.0 April 26, 1996          Following changes agreed to during
                                             meeting with Anatoly Roytman on 
                                             April 25.
                                             P. 8 Windows NT Migration
                                             P. 9 Added "approximately" to
                                             existing inventory
                                             P. 10 & 11 Change DEC to NEC
                                             monitor
                                             P. 11 Change WIN NT to WIN 95 
                                             P. 12 Removed references to
                                             Cheyenne Innoculan
                                             P. 12 Change to "Digital provides
                                             image"
                                             P. 15 Change Renaissance
                                             provides to approves
                                             P. 32 Change responsibility to
                                             liability
                                             P. 33 Change Windows'95 to NT
                                             P. 44 Under Technology Refresh,
                                             add: Renaissance will have the
                                             option, after the 20th month, to
                                             re-fresh ...........keeping the
                                             current price per seat.
                                             P. 48 Change Quantity 23 to 18,
                                             $182,988 to $143,208.
                                             P. 49 Change Quantity 83 to 71,
                                             $917,316. to $784,692.
                                             P. 52 Change Quantity 20 to 12,
                                             $381,120 to $228,672.

               V 4.0 April 30, 1996          P. 44 Pricing and Quantity revised
                                             to reflect revised Service/Product
                                             Schedules (App. A)
                                             P. 50 Price per Seat revised to
                                             $5,864.

               V 5.0 August 29, 1996         P. 9 Buyback inventory revised to
                                             reflect physical inventory results.
                                             P. 10 Configuration 3 changed to
                                             Venturis 5150
                                             P. 22 Help Desk changes to
                                             incorporate Custom Solution from
                                             Sutherland which includes Call
                                             Processing for User Application
                                             Support, Back Office, Procurement,
                                             Remedial Dispatch, Tracking &
                                             Escalation & Remote Network
                                             Support
                                             P. 39 - 43 Revised schedule Price,
                                             Quantity and Services
<PAGE>
 
               1.0 PURPOSE

               This Statement of Work ("SOW") defines the scope of services and
               deliverables that Digital Equipment Corporation, hereafter
               referred to as "Digital", will provide to Renaissance Solutions,
               Inc. hereafter referred to as "Renaissance". This SOW, and the PC
               Utility Services Agreement constitute the entire PC Utility
               Program between Digital and Renaissance.

               Digital's performance of this SOW is contingent upon Renaissance
               reasonably performing Renaissance's responsibilities that are
               expressly designated herein.

               This SOW details:

                     .  The scope of work Digital agrees to deliver to
                        Renaissance 

                     .  The working relationship between Digital and
                        Renaissance, including roles and responsibilities

                     .  Description of deliverable items under this PC Utility
                        Agreement

                     .  The process for deliverable acceptance

                     .  Significant tasks

                     .  Change Procedure and Issue Resolution process.

               2.0 SCOPE

               Under this agreement, Digital will define, develop, and deliver
               to Renaissance the following services which will begin 30 days
               from the signing of the agreement:

                     .  BUY-BACK OF THE CURRENT INSTALLED BASE

                     .  PROCUREMENT SERVICES 

                     .  STAGING AND INTEGRATION SERVICES

                     .  INSTALLATION SERVICES

                     .  MIGRATION SERVICES

                     .  LOTUS NOTES MIGRATION

                     .  HELP DESK SERVICES (SUTHERLAND)

                     .  CALL PROCESSING (SUTHERLAND)

                     .  END USER SOFTWARE SUPPORT  (SUTHERLAND)

                     .  HARDWARE MAINTENANCE AND SUPPORT SERVICES

                     .  MICROSOFT SOFTWARE MAINTENANCE (2 YEARS)

                     .  MICROSOFT SYSTEM MANAGEMENT SERVER

                     .  TECHNOLOGY REFRESH SERVICES

                     .  PROGRAM MANAGEMENT SERVICES

                     .  RESIDENT SENIOR LAN CONSULTANT/PROGRAM MANAGER
<PAGE>
 
               3.0 ASSUMPTIONS 

               The program is based upon this SOW and if the assumptions stated
               are in error the pricing is subject to change.  Additions,
               deletions or changes to this SOW will require either a change
               order or a new SOW accompanied with the appropriate pricing,
               schedule, or deliverable changes before any work affected by the
               changes will commence.

               Digital and Renaissance hereby acknowledge the following
               assumptions and further acknowledge that Digital, in the
               preparation of the cost, schedule and resource estimates
               contained in this SOW relied on said assumptions.

              .  The locations where equipment will be installed and services
                 provided per this SOW are identified in Appendix B.

              .  Installation work at all sites will be performed during the
                 hours specified by Renaissance, which are currently Monday to
                 Friday, 8 AM to 5 PM. Holiday work will be considered a change
                 of scope and will be handled through the change order process
                 specified herein.

              .  Renaissance will designate a small, securable holding area at
                 each Renaissance location. This area will be needed to store
                 shipments overnight and unbox systems prior to installation.

              .  As near as practical, shipments will be timed to coincide with
                 planned installations.

              .  Prior to Digital personnel arriving for the installation, the
                 desktop location will be available for the existing equipment
                 to be de-installed and the new equipment to be installed.
                 Renaissance will coordinate this activity with the end-users.

              .  Renaissance will provide a complete listing of the existing
                 desktop systems that are to be deinstalled and removed.

              .  Prior to Digital personnel arriving for the installation,
                 Renaissance will use it's best efforts to set end-user's
                 expectations for the forthcoming change in their desktop system
                 so as to minimize any detrimental affect on their day-to-day
                 responsibilities and productivity.

              .  Digital Financial Services (DFS), as the leasing agent,
                 Renaissance, as the customer, and Digital, as the vendor, will
                 develop mutually agreeable Terms and Conditions for financing
                 of this program.

              .  Renaissance will establish " Standard" hardware and software
                 configurations for the purpose of placing orders under this
                 agreement. Non-standard options or orders will be processed on
                 a time and material basis. 

              .  Loading of Tracktime by CLI provided by Renaissance will take
                 no longer than 20 minutes per system.

              .  Asset Management is not being provided by Digital
                 
              .  Renaissance has proper licensing for all software
<PAGE>
 
               4.0 DIGITAL AND RENAISSANCE RESPONSIBILITIES

               DIGITAL  RESPONSIBILITIES

               Digital will designate an individual from it's organization to
               serve as the Digital Program Manager, and be Renaissance's
               primary contact with Digital. The Digital Program Manager will be
               responsible for the overall program delivery including:

                     .   Management of scope

                     .   Planning, Scheduling and Program Controls

                     .   Coordinating site specific implementations

                     .   Conducting Status Meetings

                     .   Preparing Status Reports

                     .   Other activities as specified in this SOW

               RENAISSANCE RESPONSIBILITIES

               Renaissance will assign an individual to serve as Renaissance's
               Program Manager and be Digital's primary contact with
               Renaissance.  The Renaissance Program Manager shall use his or
               her best efforts to ensure that Renaissance personnel responsible
               for individual parts of this program will report status on a
               weekly basis to the Digital Program manager.  Renaissance's
               Program Manager is authorized to perform his or her duties under
               this Agreement.

               5.0  PROGRAM CONTROL

               The Program Implementation Plan will identify and describe the
               tasks, activities, schedule and resources required to produce the
               deliverables specified in this SOW.

               CHANGE CONTROL

               Any changes to this SOW must be mutually agreed upon by both
               Digital and Renaissance in writing.  Any verbal agreement between
               persons involved in the program will not be binding on neither
               Digital nor Renaissance.  Mutually acceptable changes in the
               scope of work and adjustments in schedule and price will be
               incorporated as a modification to this Agreement or may become
               the basis of a new, follow-on agreement.

               A change is an alteration to the Program scope, deliverables, or
               milestones that affects the Program cost, schedule, quality, or
               conformance of the deliverables to the agreed  on specifications.
               The Digital Program Manager has overall responsibility for the
               Change Order Process.

               CHANGE ORDER PROCESS

               Change requests that impact program scope must be submitted in
               writing using Digital's standard Change Request Form (attached as
               Appendix C).
<PAGE>
 
               Digital will take the following steps upon receipt of a Change
               Request Form from Renaissance

               1. DEFINITION  - The requirements for change are defined and 
               change impact is initially estimated. The proposed change is
               classified, and the effort required to evaluate its full impact
               is estimated. A review of the proposed change takes place. The
               status of the proposed change is logged and communicated.

               2. EVALUATION - A full-scale impact analysis is conducted and any
               missing data are requested from the change originator. The status
               of the proposed change is logged and communicated.

               3. APPROVAL - The proposed change and impact analysis is reviewed
               and a decision is reached regarding its approval, rejection, or
               deferral. If a change proposal is deferred, additional studies or
               external approval can be requested. Funding for implementing the
               change may need to be negotiated. The status of the request is
               logged and communicated. Digital will either accept or reject the
               requested change within fifteen (15) days of receipt of a Change
               Request Form.

               Acceptance of the change is signified by the Renaissance and
               Digital Program Managers signing the Change Request Form.
               Renaissance and Digital will revise the contract/purchase orders
               as necessary.

               4. IMPLEMENTATION - The change is implemented and the baseline
               information is updated. The change status is tracked and
               reported.

               5. VERIFICATION - A check for correctness, completeness, and
               adherence to quality requirements is completed, and final status
               of the change is logged and reported.

               Once approved, Digital will promptly implement the requested
               change and complete verification procedures.

               RENAISSANCE SHALL USE IT'S BEST EFFORTS TO MANAGE THE IMPACT THAT
               CHANGE REQUESTS HAVE ON PROGRAM PRICE AND SCHEDULE.  THIS
               INCLUDES BOTH THE IMPACT OF PERFORMING THE CHANGE REQUEST
               EVALUATION AND THE IMPACT OF CHANGE REQUEST IMPLEMENTATION.

               ISSUE RESOLUTION

               The process for resolving issues will be in conformance with
               Digital's Standard for Issue Resolution. Digital and Renaissance
               shall each designate an escalation manager. Digital's Program
               Manager is the primary contact for issue resolution.

               An Issue Resolution Form (Appendix E) is submitted when
               individuals working on the program experience problems within a
               given area. The Digital Program Manager is responsible for
               tracking all program issues.
<PAGE>
 
               Either Digital or Renaissance may escalate an issue when it is
               deemed necessary. Each escalation manager will actively assist in
               defining and influencing the resolution, and further escalate to
               their management if executive assistance is required.

               ISSUE RESOLUTION PROCESS
               The following activities will be performed for each issue:
               . Define the problem and agree it should be handled as an issue
               . Evaluate the issue, estimate its impact on the program and
                 potential financial exposure
               . Identify corrective action and responsible individuals
               . Log and track the issue
               . Notify the appropriate business management
               . Follow up until resolution is reached

               Identified issues shall be resolved promptly. Notwithstanding the
               foregoing, Renaissance will hereby retain any and all rights it
               may have pursuant to this Agreement or otherwise should an issue
               not be resolved to Renaissance's satisfaction.

               MANAGEMENT ESCALATION

               In the event a problem cannot be resolved to Renaissance's
               satisfaction, Renaissance will have the option of escalating the
               problem. The following Digital senior managers will be available
               for issue resolution

               . George Bergeron - On site Senior LAN consultant
               . Raymond Mercier - Program Manager
                     (617) 676-4502
               . Robert Zepf - Unit Delivery Manager
                     (617)676-4312
               . Tim Hines - District Manager
                     (617)676-4297
               . John Kelley - Territory Operations Manager
                     (617)676-4744
               . Fran Delaney - Vice President, Eastern States Territory
                     (617)676-4385

               6.0 STATUS MEETINGS AND REPORTS

               STATUS MEETINGS

               Program status meetings will be held, at a minimum, two (2) times
               per month during the implementation of the Service/Product
               Schedules (Appendix A).  Renaissance's Program Manager and
               Digital's Program Manager will represent their organizations at
               these meetings. Status Meetings will include, but are not limited
               to:
<PAGE>
 
                    . Review of action items
                    . Review progress relative to plan
                    . Review open Change Requests
                    . Review open Issues
                    . Review achievement against milestones
               
               Minutes will be taken at each Status Meeting, documenting
               decisions made, and distributed with the Program Status Report.

               STATUS REPORTS

               Program Status Reports will be prepared by Digital's Program
               Manager and sent to Renaissance's Program Manager within one (1)
               week following each Status Meeting.  Status Reports will contain,
               but are not limited to, the following:

                    . Major accomplishments during the reporting period
                    . Program status summary
                    . Change Request status (new, open, closed since last 
                      report)
                    . Issue status (new, open, closed since last report)
                    . Schedule status, including Inventory of Systems installed
                      during the reporting period

               7.0  DEPENDENCIES

               EQUIPMENT, FACILITIES, AND OPERATIONS SUPPORT

               During program implementation, Digital personnel will be accorded
               priority access to Renaissance facilities during normal business
               hours, Monday through Friday. Renaissance will provide Digital
               personnel access to Renaissance facilities outside of these hours
               upon mutual agreement.

               Renaissance will be responsible for handling any and all security
               related issues pertaining to this program, including providing
               unescorted access to buildings where the program team will be
               working.

               Renaissance will obtain and pay for any and all approvals, of
               whatever nature, from any landlord, mortgagee, or from any other
               person or entity whose permission is needed to accomplish the
               Program, as reasonably necessary so as not to impede the progress
               of this Program.

               In addition, the following will be supplied by Renaissance:
               .  A safe and secure workplace for program team members,
                  including access to telephones and FAX services.
               .  Access to shipping/receiving (delivery dock) area, if needed.
               .  All necessary technical matter and data required for this
                  program such as client and server network names, addresses,
                  and passwords.
<PAGE>
 
               PROGRAM PERSONNEL

               In addition to a Program Manager, Renaissance agrees to provide a
               Technical Consultant on an as needed basis.

               INFORMATION AND ASSISTANCE

               Renaissance agrees to respond, within a time frame mutually
               agreed to by  the Digital Program Manager and the Renaissance
               Program Manager, to requests for the following documentation,
               information, or assistance needed for the Program. This includes
               but is not limited to:

                    .  Documentation and information needed for the current
                       environment such as login scripts and naming conventions
                       including usernames, addresses, and passwords. 

                    .  Skilled and knowledgeable Renaissance personnel to assist
                       Digital in the program.

                    .  Samples of data and/or the assistance of Renaissance
                       personnel to prepare required staging and installation
                       procedures testing.

               Renaissance is responsible for the accuracy and completeness of
               all information it provides.  If information is incomplete or
               incorrect or if information is uncovered during the course of the
               program which could not be reasonably anticipated by Digital, any
               work required to correct problems created by the use of such
               incomplete or inaccurate information or any additional work
               required by the discovery of such unanticipated information,
               shall be treated as a Renaissance requested change to the scope
               of the work and subject to the change order procedure.

               Renaissance will notify Digital in advance of potentially
               hazardous environments of which Renaissance has knowledge.

               8.0  DELIVERABLES

               Pursuant to this PC Utility Agreement, Digital shall provide the
               following services and products to Renaissance:
               .  Program Management Services
               .  Buy-back of the current installed base
               .  Procurement Services for hardware and software products
               .  Staging and Integration of the procured products
               .  Installation Services
               .  Migration of the existing Novell environment to Windows NT
               .  Migrate Lotus Notes 3.0 to 4.0
               .  Help Desk Services (Sutherland Group)
               .  End user software support (Sutherland Group)
               .  Hardware Maintenance and Support Services
               .  Microsoft Software Maintenance (2 years)
               .  Microsoft System Management Server
               .  Technology Refresh Services
<PAGE>
 
               .  Resident Senior LAN Consultant

               PROGRAM MANAGEMENT SERVICES

               Digital will establish a Program Management Office (PMO) for the
               purpose of fulfilling the deliverables to Renaissance as defined
               in this SOW.  The PMO will be headed by a Digital Program Manager
               and staffed by a team of Digital resources assigned to fulfill
               the terms of the Digital/Renaissance PC Utility Agreement.  The
               Digital team will be comprised of project managers and
               specialists trained in administration, procurement,  staging,
               integration, roll out, and support.

               Digital's Program Manager will be responsible for providing:

               ANALYSIS - Identify Renaissance's needs/objectives relative to
               the program, specify approaches to address those needs, recommend
               preferred approaches, and secure approval of Renaissance to
               proceed with an approach.

               PLANNING & SCHEDULING - Generate detailed plan(s) to implement
               the chosen approach. Plans will include identification of the
               tasks to pursue the approach, identification of resource
               requirements (personnel and/or equipment), assignment of
               responsibilities, and identification of methods to achieve the
               planned objectives. Working with the combined Digital,
               Renaissance and supplier teams (if applicable),  the Digital
               Program Manager will develop the scheduling strategy and master
               schedule for the Renaissance roll out.  The master schedule will
               be submitted  to Renaissance for approval. Once approved, changes
               to the schedule will be accomplished via the Change Order
               Process.

               IMPLEMENTATION - Responsible for program implementation.  On a
               proactive daily basis manage suppliers and Digital resources.
               Act as the single point of contact to Renaissance for all issues
               and work both with Renaissance and within Digital to resolve
               issues.  Coordinate multiple site activities.  Monitor and report
               the status of contract deliverables and program milestones.
               Control changes and ensure continued progress toward program
               objectives.  Review actual schedules, budgets, costs, and results
               against program plans.  Manage  exceptions and risks, and
               implement corrections to achieve program plans.  Establish and
               maintain project files including correspondence, change
               summaries, contracts, historical records, plans, and other
               program related information.

               PROGRAM REVIEWS - Define and conduct joint Renaissance and
               Digital program status reviews as defined in the Program Plan.
               Provide Digital approval for any documentation.  Obtain
               Renaissance acceptance and approval at each step to proceed.

               BUY BACK SERVICES

               PURCHASE OF EXISTING ASSETS

               Digital Equipment Corporation. through its Financial Partner,
               Digital Financial Services, will purchase an existing approximate
               inventory of 38, predominately
<PAGE>
 
               486 type Desktop PC's, 62 Standard Laptops, the laptop units
               being primarily NEC VERSA 4000 series, 23 HP Laserjet Printers,
               and 7 Compaq Proliant Servers, plus miscellaneous Cisco, Bay
               Networks, and Shiva network hardware for a price of $830,000. A
               bank transfer (or check) will be presented to Renaissance no
               later than four days after the commencement date of the PC
               Utility Program. The Program will commence 30 days after the
               signing of the PC Utility Agreement. All legal documents must be
               completed and a physical inventory will be taken to confirm
               availability of the assets prior to the money being transferred
               to Renaissance.

               At Renaissance's request, Digital is able to dispose of any
               displaced units. The disposal fee is 20% of Fair Market Value
               (FMV) of the asset. If Renaissance wants Digital to clean the
               Hard Disk Drives prior to disposal, the fee for disposal and
               cleaning is 40% of FMV.

               ACQUISITION SERVICES

               Digital will manage the procurement of all material necessary to
               the Program. These materials are described below as "Renaissance
               Standard Configurations". The Digital purchasing specialist will
               provide the following services:

               .  Procure such third party material that Renaissance orders from
                  Digital.
               .  Procure such Digital material that Renaissance orders.
               .  Develop/manage Basic Order Agreement(s) with  third party
                  supplier(s) as necessary
               .  Manage delivery performance of the supplier(s).
               .  Manage any return authorization or supplier issues (as
                  provided for by the supplier channel/vendor).

               RENAISSANCE STANDARD CONFIGURATIONS

               CONFIGURATION 1: LAPTOP POWER USER
                                                    OEM PART #    VENDOR PART #

                Digital HiNote Ultra II CTS-5/133   FR-P87WG-AA   112702 TD
                Pentium 133 MH CPU
                256 KB L2 CACHE
                8 MB DRAM
                1.35 GB HDD, 1.44 MB FDD
                VL-BUS SVGA Video w/1 MB DRAM
                10.4" Active Color Display
                16 Bit Audio
                2 Type II or 1 Type III PCMCIA EXPN
                I/R Port, LiIon Batt
                Windows 95

                Kingston 16 MB DIMM                 KTV-ULTRA/16  KST-E-03875 MA

                Quad Speed Multimedia Module        FR-PCP8D-W1   108119 TD
<PAGE>
 
               Configuration 2: Laptop Power User

               Same as Configuration 1 above plus the following:

               NEC Multisync XV17+               JC-1734VMA-1    501062
               17" SVGA Color Monitor
                1024x768 ni; .28 DP

               CONFIGURATION 3: DIGITAL VENTURIS 5150 DESKTOP PC
                                                 OEM PART #      VENDOR PART #

                DEC Venturis FP 5150             FR-92EAA-WE     DEC-A-12210 TD
                150 MH Pentium CPU
                1.2  GB EIDE HDD
                3.5" 1.44 MB FDD
                8 MB RAM
                S3 64 Bit Graphics Accel W/1MB
                Windows 95

                Kingston 8 MB Upgrade (1x8MBx70NS) KTV-NPVEN/8   447819 TD
 
                NEC Multispin 6XCDROM            CDR-502         NEC-F-47535 MA
 
                Soundcard Wave Table 16 Bit      FR-PCXBJ-DH     DEC-G-70910 MA
 
               NEC Multisync XV17+               JC-1734VMA-1    501062
               17" SVGA Color Monitor
                1024 x 768ni .28DP
 
               SOFTWARE                          OEM PART #      VENDOR PART #
 
                WIN '95 Single User 3.5"         050-31V950      454901 TD
                                              
                WIN '95 MOLP-A Lic               050S051V95LPA   534781 TD
                                              
                MS Office PRO V7.0 for WIN'95    2697054V95LPA   454123 TD
                w/ACCESS Single User 3.5"     
                                              
                MS Office PRO V7.0 for WIN'95    269A050V70LPA   532461 TD
                w/ACCESS MOLP-A Lic           
                                              
                MS Office Std. V7.0 for WIN'95   021-056V700     454936 TD
                 on CD ROM                    
                                              
                MS Office Std. V7.0 for WIN'95   021A055V70LPA   532452 TD
                MOLP-A Lic (50-499 total units)
                                              
                Visual Basic PRO  V4.0 CD-ROM    203-056V400     453589 TD
 
<PAGE>
 
                MS Visual Basic V4.0  CD-ROM     203-1056V400    454081 TD
                Enterprise Ed.                                                 
                                                                               
                MS Visual Basic V4.0             203A550V40LPA   532544 TD
                Enterprise Ed. MOLP-A User Lic                                 
                (50-499 total units)                                           
                                                                               
                NETSCAPE for WIN 953.5 "         123480          STREAM
                                                                               
                NETSCAPE for WIN 95 3.5"         123481          STREAM
                with Reference  Manuals                                        
                                                                               
                NETSCAPE Navigator pers edition 237562          STREAM
                for WIN'95 3.5"                                                
               MISCELLANEOUS                                                   
                                                                               
                Megahertz Xjack  Combo               XJEM3288T  MHZ-G-50365
                FAX/Modem 28.8/ 14.4 and Ethernet                              
                10 Base-T Adaptor                                             
                                                                               
                Megahertz Xjack  28.8/14.4 PCMCIA    XJ4288     573195 TD
                Data/FAX Modem                   


               3COM Ethernet Adaptor for 10Base-T    3C509B-TP  3COM
                UTP RJ45

               STAGING AND INTEGRATION SERVICES

               This service will be performed at Digital's Andover, MA facility
               for the Lincoln, MA and Chicago, Ill sites.  For cost
               considerations, staging and integration will be done in Europe
               for the London site.

               Digital will provide a software image/ scripted input for the
               entire suite of software for each type of hardware configuration
               as approved by Renaissance.

               Digital will manage all aspects of the staging and integration,
               defined by Renaissance as follows:

               CONFIGURATIONS  #1 & 2 DIGITAL HINOTE ULTRA II CTS-5/133

               .  integrate 1 x 16 MB DIMM
               .  integrate multiMedia Module
               .  install MS Office Std Win'95
               .  install Lotus Notes (supplied by Renaissance)
               .  install Lotus Organizer (supplied by Renaissance)
               .  install Innoculan by Cheyenne
<PAGE>
 
               .  install MS Visual Basic V4.0
               .  install Netscape Navigator
               .  test PCMCIA FAX/Modem
               .  power up and self-test the hardware
               .  set special configuration parameters and node addresses, to be
                  provided by Renaissance
               .  perform a viral scan
               .  perform acceptance testing based on mutually agreed to
                  scripts 
               .  apply a Renaissance PC Utility Asset Tag

               CONFIGURATIONS # 3,  DIGITAL VENTURIS FP 5150

               .  integrate 2 x 8 MB SIMMS
               .  integrate Network Interface Adapter
               .  integrate the Sound Card
               .  install Sel-A-Sys Win'95
               .  install MS Office for Win'95
               .  install Lotus Notes (supplied by Renaissance)
               .  install Lotus Organizer (supplied by Renaissance)
               .  install Netscape
               .  install Visual Basic
               .  install Innoculan by Cheyenne
               .  install Tracktime by CLI (supplied by Renaissance)
               .  power up and self-test the hardware
               .  set special configuration parameters and node addresses, to be
                  provided by Renaissance
               .  perform a viral scan
               .  perform acceptance testing based on mutually agreed to
                  scripts 
               .  apply a Renaissance PC Utility Asset Tag

               OTHER  - There are no other configuration components or tasks
               Renaissance requires be performed  during staging and
               integration, such as time-specific burn-in or application-
               specific testing.

               ORDER SCHEDULING AND TRACKING - As required, Digital will manage
               order scheduling and tracking for all Renaissance orders. The
               Digital Program Manager will communicate shipment and schedule
               information to the Renaissance Program Manager.

               SHIPPING - Product shipment to Renaissance locations will take
               place in accordance with the requirements of the installation
               schedule. As near as practical, shipments will be scheduled to
               coincide with planned installations. Digital ships standard
               carrier, but has the ability to ship using any special
               Renaissance specified channel.

               Renaissance is responsible for all shipping and insurance costs.
<PAGE>
 
               In order to facilitate a smooth installation, Renaissance will
               designate a small holding area at the Renaissance location. This
               area will be needed to securely store materials overnight.

               DEINSTALLATION SERVICES
               Digital will perform the following deinstallation tasks:
               .  transfer data from former system to new system
               .  disconnect system (PC, Laptop, Server) and printers from
                  network cable and power outlet
               .  disconnect monitor and keyboard 
               .  move equipment to docking/packing area designated by 
                  Renaissance
               .  bubble wrap and box all components together
               .  apply identifying labels to each box
               .  palletize multiple boxes at the loading dock
               .  visually inspect all equipment to ensure it is secure for
                  shipping
               .  remove all trash associated with the deinstallation/
                  installation activity
               .  transport the deinstalled equipment according to Renaissance's
                  requirements one option will be disposal through Digital's
                  Resource Recovery Center

               INSTALLATION AND END-USER ORIENTATION SERVICES
               Digital will install all newly acquired Systems and Printers in
               accordance with system installation specifications, as jointly
               finalized by Renaissance and Digital in writing. These
               specifications will include procedures for obtaining and
               implementing any software, addresses, cables or Printer network
               cards necessary for connecting the newly installed Systems to the
               network, unless already implemented during Staging and
               Integration.

               SITE SPECIFIC TASKS - GENERAL
               .  Coordinate the logistics of the hardware to meet Renaissance
                  requirements.
               .  Perform site walk through with local Renaissance contact.
               .  Inventory Products and compare with Renaissance site specific
                  requirements.
               .  Oversee the "call logging" requirements to ensure that the
                  installations are logged in Digital's call management system
                  for support services.
               .  Manage installation problems/issues.
               .  Resolve site installation issues within Digital's control in a
                  timely manner.
               .  Provide an inventory of installed systems by site.


               SITE SPECIFIC TASKS - PRINTER, PC, AND LAPTOPS
               .  Unpack and move the system and/or printer to the final 
                  location.
               .  Cable printer to network wall plate
               .  Install personal computer components at desktop location.
               .  Cable PC to the network wall plate
               .  Power up the personal computer and verify installation of
                  operating system.
               .  Set Default printer in user account.
               .  Provide a general orientation and system overview, not to
                  exceed one-half hour, to each end user.
<PAGE>
 
               SITE SPECIFIC TASKS - COMPLETION AND ACCEPTANCE
               .  Test the file, print and application services from each 
                  client .
               .  Send test print to appropriate printers.
               .  Review completed installation with Renaissance local contact.
               .  Report completion of installation to Renaissance Program
                  Manager.
               .  Renaissance signs Certificate of Acceptance. (attached as
                  Appendix D).
               .  Activate Digital's Service Obligation System for Hardware and
                  Software Maintenance.

               INSTALLATION ROLES AND RESPONSIBILITIES - This portion of the SOW
               defines the roles and responsibilities of Digital and Renaissance
               personnel involved in the installation of desktop devices under
               the PC Utility Agreement. Digital will provide an Installation
               Plan promptly after the PC Utility Agreement has been
               consummated, which Plan will detail the activities required by
               both parties for a complete, successful installation to occur.
               Examples of these roles are:

               DIGITAL AND RENAISSANCE ROLES AND RESPONSIBILITIES
               .  Define a mutually acceptable installation acceptance criteria
                  to insure a complete, high quality installation.
               .  Communicate candidly and regularly on any deficiencies or non-
                  conformance issues.

               DIGITAL RESPONSIBILITIES
               .  The Digital Program Manager shall designate a Digital
                  Installation Project Manager.
               .  The Installation Project Manager under the authority of the
                  Program Manager shall have full responsibility for the timely
                  and correct de-installation and removal of old equipment and
                  for the timely and correct installation of all new equipment.
               .  The Installation Project Manager shall inform the Program
                  Manager of any installations which fail for any reason so that
                  an escalation plan can be put in place and executed as
                  needed.
               .  The Installation Project Manager will insure that all
                  appropriate forms and paperwork are completed accurately and
                  in a timely manner for each assigned installation.

               RENAISSANCE RESPONSIBILITIES
               .  Renaissance shall provide all network name and address
                  information required to complete an installation in a timely
                  and usable manner.
               .  Renaissance will provide any required facility modifications
                  in order to complete end user installation in a timely manner.
               .  Renaissance will notify the Digital Program Manager of any
                  special events, priority requirements, or other unusual
                  situations which might adversely affect normal installation
                  activities.
               .  Renaissance will designate a small holding area at the
                  Renaissance location to securely store shipments overnight.
<PAGE>
 
               .  Prior to Digital personnel arriving for the installation, the
                  desktop location will be cleared and available for the
                  existing equipment to be de-installed and the new equipment to
                  be installed. Renaissance will coordinate this activity with
                  the end-users.
               .  Renaissance will approve all scripts and software necessary to
                  load the client system requirements.
               .  Renaissance will approve any documentation  required for
                  orientation of Desktop and Laptop users.

               MIGRATION SERVICES

               Part of the service that will be provided by Digital Equipment
               Corporation will be installing Microsoft Windows NT file servers
               to replace the Novell NetWare version 3.12 file servers. At least
               one of the NetWare file servers will remain in service at the
               Renaissance Solutions, Inc. corporate headquarters. This is
               because the Time and Billing application that is at the heart of
               the Renaissance Solutions, Inc. business suite only runs on
               NetWare at this time.

               The NetWare to Windows NT migration service that will be
               performed will migrate user accounts and files from the NetWare
               file servers to the Windows NT file servers. Some small number of
               users at Renaissance Solutions, Inc. corporate headquarters will
               need to access both the new Windows NT file servers and the
               NetWare file server that runs the Time and Billing system.

               PREPARATION FOR THE MIGRATION

               The first step in the migration process is planning.  As part of
               the plan, Digital will ensure that Renaissance end-users do not
               experience any downtime as a result of the migration.

               To begin Digital Equipment will conduct an inventory of the
               NetWare file servers located at Renaissance Solutions, Inc.
               corporate headquarters. This inventory will focus on identifying
               user accounts, groups, directory and file rights and any unique
               login script entries. This information will be used to plan the
               Windows NT file server account, group and permission structure.

               The next step will be installing software on the Windows NT file
               server. Two software options are necessary to provide a path
               between the NetWare and Windows NT file servers. This software is
               Nwlink and Gateway Services for NetWare. The first implements the
               IPX/SPX protocol on the Windows NT file server. The second allows
               NetWare services to be used by workstations logged into the
               Windows NT file server.

               Microsoft NetWare Link protocol (NWLink) is a Network Device
               Interface Specification (NDIS)-compliant version of the IPX/SPX
               protocol used in NetWare networks. NWLink is a 32-bit transport
               that allows computers running Windows NT to communicate with
               other Windows NT-based computers or NetWare servers.

               
<PAGE>
 
               The second software product is Microsoft Gateway Service for
               NetWare (GSNW). This is a 32-bit Windows NT service. In
               combination with NWLink, GSNW allows a Windows NT Server to
               access files or printers on a Novell NetWare server. The service
               also allows a Windows NT Server to act as a nondedicated gateway
               to NetWare file systems for any Server Message Block (SMB)
               client, including Windows for Workgroups, Windows NT, or any
               Microsoft networking client. The Gateway Service takes the
               incoming SMB request, and translates it to a NetWare Core
               Protocol (NCP) request for the NetWare Server. GSNW can be used
               to access file and print services on NetWare 2.x and 3.x file
               servers, and NetWare 4.x file servers running bindery emulation.

               With GSNW, the Windows NT Server-based computer connects to a
               NetWare file server's directory and then shares it, just as if
               the directory were on the Windows NT-based computer. Microsoft
               network clients can access the directory on the NetWare server by
               connecting to the share created on the Windows NT Server-based
               computer.

               PREPARING THE NETWARE SERVER

               For a Windows NT Server to act as a gateway to resources on a
               NetWare Server, the NetWare Server must have a group named
               NTGATEWAY. In addition, the user name that is going to be used as
               the gateway account must be included in the group NTGATEWAY on
               the NetWare server. Use the NetWare SYSCON utility to create the
               group and user account.

               Any resources that you want shared through the gateway must be
               made available to the members of the group NTGATEWAY through the
               SYSCON group options.

               The default permissions for Gateway-shared directories are Full
               Control for everyone.

               The GSNW allows a Windows NT Server computer to share resources
               located on a NetWare Server, as if those resources were on the
               Windows NT Server computer.

               While Nwlink and GSNW can provide NetWare resources to Windows NT
               clients, that is not our intention. We will use this gateway
               between NetWare and Windows NT to facilitate the migration of
               user accounts, groups and files to the Windows NT server.

               WINDOW NT SERVER MIGRATION TOOL FOR NETWARE

               The Window NT Server Migration Tool for NetWare (NWCONV.EXE)
               allows you to migrate NetWare servers to computers running
               Windows NT Server. The Migration Tool transfers user and group
               accounts, and files and directories from NetWare servers to
               Windows NT Server domain controllers.

               The Migration Tool allows you to:
<PAGE>
 
               .    Preserve appropriate user account information.
               .    Control how user and group names are transferred.
               .    Set passwords for transferred accounts.
               .    Control how account restrictions and administrative rights
                    are transferred.
               .    Select the directories and files to transfer.
               .    Select a destination for transferred directories and files.
               .    Preserve effective rights on directories and files.

               Before running an actual migration, we will run a trial migration
               to ensure that users, groups, files and directories will transfer
               as planned. During a trial migration, the Migration Tool keeps
               track of events as though an actual conversion were in progress.
               This allows us to check for errors before running an actual
               migration.

               Note that the Migration Tool does not change a NetWare server
               into a Windows NT Server. It is used for copying files and
               bindery information to a separate Windows NT Server domain
               controller.

               When migrating from NetWare to Windows NT Server, we consider the
               configuration of the server before actually doing the migration.

               The Migration Process involves:

               .    Identifying NetWare components (users, groups, and data) for
                    migration.
               .    Identifying Windows NT Server domain controllers to receive
                    the users, groups, and data.
               .    Migrating accounts and data.

               In a multiple NetWare server environment, it is common to find
               the same user or group entered in the binderies of more than one
               server. When migrating from the NetWare environment, we must
               consider how to manage duplicate NetWare accounts (users or
               groups).

               Because Windows NT Server uses the domain model, account names
               are required to be unique within the domain. When duplicate names
               are encountered during the migration, they can overwrite the
               existing account, be logged as errors, be ignored, or migrated by
               adding a prefix to the NetWare user name. We will select the last
               option. This will allow us to combine multiple user accounts from
               the NetWare servers into one user account on the Windows NT
               server.

               NetWare assigns restrictions on an account-by-account basis. Some
               of these restrictions are implemented in Windows NT Server
               through account policies instead of being based on the individual
               user.

               The Migration Tool will transfer most NetWare user account
               information, files, and directories. However, some of the NetWare
               settings do not directly translate to Windows NT Server.
<PAGE>
 
               WHAT WILL BE MIGRATED
               
               The Migration Tool will migrate the following NetWare
               information.

               .    User accounts
               .    Group accounts
               .    Account permissions where applicable
               .    Directory structures
               .    Files
               
               WHAT WILL NOT BE MIGRATED

               The Migration Tool will not migrate the following NetWare
               information.

               .    Login scripts--Windows NT login scripts provide similar
                    functionality.
               .    Print server and queue information--Printers will be set up
                    as either Windows NT printers,               
               .    Workgroup and user account managers--There is no equivalent
                    group in Windows NT Server. 
               .    Passwords--Windows NT Server does not have the ability to
                    read NetWare passwords.

               Because NetWare does not implement all rights in the same way as
               Windows NT Server, translations are made when there is an
               equivalent permission. If there is not an equivalent permission,
               the right is dropped during migration.

               The following table shows the NetWare effective rights for
               directories and the equivalent Windows NT Server permissions.

               NetWare directory rights      Windows NT Server permissions

               Supervisor (S)                Full Control (All)

               Read (R)                      Read (RX)

               Write (W)                     Change (RWXD)

               Erase (E)                     Change (RWXD)

               Modify (M)                    Change (RWXD)

               Create (C)                    Add (WX)(not specified)

               File Scan (F)                 List (RX)(not specified)

               Access Control (A)

               By default, all user accounts are transferred from the selected
               NetWare server to the domain of the selected Windows NT Server-
               based computer, except when there is a name conflict. When a user
               name on the NetWare server is identical to a user name on the
               Windows NT domain, the account is not transferred, and an 
<PAGE>
 
               error is logged in the ERROR.LOG. When a group name is identical,
               the account is not transferred and no error is logged in the
               ERROR.LOG. The error log information will provide information
               necessary to decide how to deal with these conflicts.

               SELECT WHICH FILES ARE TO BE TRANSFERRED

               When determining where to transfer directories and files, the
               Migration Tool looks for a share on the computer running Windows
               NT Server that matches the volume name on the NetWare server. If
               no share exists, the Migration Tool creates one when the
               migration is started. The Migration Tool locates the shares it
               creates by first looking for enough space on NTFS partitions.
               With the information we gather during the inventory of the
               NetWare file servers, we will have created the appropriate
               directory structure on the proper volumes on the Windows NT
               server.

               Once the configuration information is complete we will test what
               will occur during the migration by running a trial migration.
               This is a feature of the Migration Tool which gives the ability
               to try out the migration settings without actually completing the
               migration and having to deal with the errors that could occur.

               When running a trial or actual migration, the Migration Tool
               records information on the migration in three LOG files. The
               three LOG files created are:

               .    LOGFILE.LOG which contains information on users, groups, and
                    files, including the information that currently exists on
                    the NetWare server. Also, it provides a record of what was
                    successfully transferred and what failed.

               .    SUMMARY.LOG which presents an overview including the names
                    of servers that were migrated and the number of users,
                    groups, and files that were transferred.

               .    ERROR.LOG which provides a list of any errors that occurred
                    during the migration, including any system failures that
                    prevented the migration, for example, running out of disk
                    space.

               If there are any errors during the trial migration, we will
               determine which settings will be most useful for fixing them, and
               run another trial. This allows the number of errors to be pared
               down considerably. Each time a Trial Migration is run a new set
               of log files are created with a consecutively numbered file
               extension.

               These log files are important for reviewing the status of trial
               migrations so that errors can be minimized prior to the final
               migration, and also for a record from which to work for any final
               cleanup or changes to be made after the actual migration. When we
               are satisfied with the results of the trial migration, we will
               run the process over again, this time committing changes on the
               Windows NT Server-based computer.
<PAGE>
 
               The final result will be a successful migration of user accounts,
               groups and files from the NetWare servers to the Windows NT file
               server. It will be necessary to create login batch files on the
               Windows NT server to establish any drive mappings that user
               applications may be looking for. This will be identified as part
               of the NetWare inventory process.

               MIGRATING EXISTING CLIENTS TO MICROSOFT WINDOWS 95 AND MICROSOFT
               OFFICE 95 PROFESSIONAL

               Digital Equipment Corporation, using a combination of automated
               and manual processes, will collect information about the
               installed base of client PC hardware and software at the
               Renaissance Corporate Headquarters location. This information
               will be used to categorize the hardware and identify the
               software.

               HARDWARE

               The hardware will be grouped into classes of machines. That is,
               machines having like characteristics. A machine will be selected
               from each class and setup in a test area provided at the
               Renaissance Lincoln, MA facility. Migrations from the existing
               operating system to Microsoft Windows 95 will be performed on
               this collection of sample machines using a combination of
               automated and manual processes. The test migration will document
               the procedure to successfully migrate a PC to Windows 95. This
               documentation will include any automated scripts and any problems
               areas and the corrective actions necessary to remove these
               problem areas.

               SOFTWARE

               The software information collected during the inventory process
               will be compared to the Microsoft Windows 95 approved software
               list. Any software that is not on the approved list will result
               in an exception condition. The exception conditions will require
               a manual test effort to determine if the software can run
               reliably under Windows 95 and if so, what is the process
               necessary to migrate to Windows 95. A reasonable effort will be
               expended to determine if the software can be made to run under
               Windows 95. The results of the software evaluation and testing
               will be documented along with any procedures necessary to migrate
               the software to Windows 95.

               The process to migrate to Microsoft Office 95 Professional will
               be included in the migration design process.

               MIGRATION PROCESS

               Using the information from the hardware and software test and
               evaluation process migration scenarios will be developed. These
               scenarios will be a combination of automated and manual
               procedures. Automated migration scripts will be developed for
               each class of machine identified during the inventory process.
               These scripts will also include the necessary commands to migrate
               the software that can be migrated. The scripts will be executed
               at a time mutually agreed to by Renaissance and Digital Equipment
               Corporation. The success of the migration will be 
<PAGE>
 
               determined by the ability to log into the primary file server and
               execute all required programs successfully.

               EXCEPTIONS

               Exceptions are PCs that do not have the minimum hardware
               necessary to run Windows 95. These will be identified and
               presented to Renaissance. These exceptions may result in a
               complete unit replacement, hardware upgrade or component
               replacement to bring the PC into conformance.

               Software exceptions will be presented to Renaissance with
               recommendations to resolve them.

               If the hardware meets the requirements for Windows 95 and the
               software is on the approved software list but the PC cannot be
               successfully migrated using an automated process, an attempt will
               be made to identify the problems and resolve them. This will be
               on a best effort basis.

               LOTUS NOTES MIGRATION - V3 TO V4

               Digital will install a Lotus Notes server based on the Windows NT
               Network Operating System. Lotus Notes version 4.0 Server will be
               installed on the new server. Once this is complete, databases and
               user accounts will be migrated from Lotus Notes version 3.0 to
               Lotus Notes version 4.0. No migration effort will be required on
               the Lotus Notes client.

               When the Lotus Notes Mail to SMTP gateway is available for a
               Windows NT Server platform, Digital will migrate the existing
               gateway from OS/2 to Windows NT and implement the new Lotus Notes
               Mail to SMTP gateway.

               This activity will migrate Renaissance from Lotus Notes Server
               version 3.0 to Lotus Notes version 4.0, migrate the Notes server
               platform from OS/2 to Windows NT and consolidate two Notes
               servers to one server. The Notes Mail to SMTP gateway migration
               will migrate the server platform from OS/2 to Windows NT.

               Digital will implement the migration in a manner that minimizes
               any adverse impact to the Renaissance user community.

               HELPDESK SERVICES

               Digital will provide program management and direction in
               delivering Renaissance Solution's Help Desk Support Services. As
               the program manager, Digital will utilize specific resources and
               expertise from both Digital and from a partnership that Digital
               has developed with a key industry resource. For the Help Desk
               Support Center we will be utilizing one of our partners, The
               Sutherland Group, Ltd. located in Rochester, N.Y.
<PAGE>
 
               DELIVERABLES

               Digital and Sutherland will provide a Help Desk customized to
               meet Renaissance Solution's requirements. The Help Desk will
               incorporate a team of Technical Support Engineers who are career
               employees of Sutherland. Following are the components for the
               Help Desk:

                    .    Support for Windows NT Server and Workstations versions
                         3.51 and 4 (when commercially available), Windows 3.11,
                         MS-Office 4.3, WIN 95, MS-Office 95, NOTES 4.2,
                         NETSCAPE Navigator, Innoculan, Visual Basic 4.X
                    .    Order Management for HW and SW product procurement
                    .    Logging calls for remedial maintenance for office and
                         traveling consultants 
                    .    Access on Open Call status reports
                    .    Managing Moves, Adds, Changes (MAC) via taking work
                         orders and distributing them to the on site LAN manager
                         or other appropriate resource
                    .    Interface for network problem reporting to LAN manager

               EXCLUSIONS:   

               .    The Help Desk will not support any Macintosh operating
                    systems or applications. Any calls on these applications
                    will be dispatched to the Digital LAN manager who will
                    address the issues on a best effort basis.
               .    The Help Desk will not support custom developed applications
                    in Lotus Notes, Visual Basic, or other development
                    environments.
               .    The Help Desk will not support any applications or operating
                    systems (ie. OS/2 and Novell NetWare) except those mentioned
                    above.

                    The Help Desk Team provided will be qualified on each
                    software product and task within the scope of this SOW.

               COVERAGE

               The Help Desk will be available for 5 days per week, 16 hours per
               day, 6 A.M. TO 10 P.M. EST. Access will consistently be provided
               by dialing 1-800-200-6452, E-Mail, and FAX. 

               DEDICATED MODEL

                    No customer program "sharing" is designed into the employee
                    model except for unplanned overflow scenarios. Versus a
                    shared model where a phone agent may represent several
                    customer programs from one station during one shift, the
                    Renaissance Help Desk follows a strict program dedication
                    for each employee 
<PAGE>
 
                    assigned to a customer and the program teams are located in
                    the same office area.

               PLATFORM

                    The Help Desk will support, at a minimum, the following
                    hardware and software environments:
               
                         .    Applications / System environmentsa
                              o    WINDOWS NT Server and Workstation 3.51 (4.x
                                   when commercially available
                              o    WINDOWS 95
                              o    WINDOWS 3.11
                              o    MS-OFFICE 95
                              o    MS OFFICE 4.3
                              o    NOTES 4.2
                              o    NETSCAPE NAVIGATOR
                              o    INNOCULAN
                              o    VISUAL BASIC 4.X

                         .    Intel based PC's (386,486, Pentium)
                         .    Compaq Proliant 1500R/4500

               CALL FLOW/ESCALATION

                    When a call enters into the Help Desk the Technical Support
                    Engineer first identifies the caller as a registered
                    employee of Renaissance Solutions. This is accomplished by
                    starting the call with an identification question(s)
                    minimally consisting of asking for the name, employee id,
                    and phone number of the caller. This information will be
                    verified against a list of valid employees. When a
                    successful match results, the callers record and profile is
                    updated into the Technical Support Engineer's screen. The
                    employee profile will contain the platform, configuration,
                    and software used by the employee, as well as a call history
                    of prior requests and problems logged at the Help Desk.

                    The Engineer then asks the caller to describe the problem
                    they are having or request and inputs the description into a
                    "problem" or "request" screen. For Problem Calls, the Help
                    Desk has an automatic FAQ tool built into the system which
                    rapidly searches for similar descriptions and offers the
                    Engineer possible solutions. The Help Desk program is
                    designed with an intelligent system as well as staffed with
                    qualified engineers to accomplish a problem / resolution
                    exercise quickly and efficiently.
<PAGE>
 
                    When the problem is resolved, the Engineer inputs the
                    solution into the system and the caller's record is updated.
                    All problem calls are tracked for historical purposes. The
                    Engineer has a history of all problem calls for a specific
                    subscriber which aides in pattern identification of non-
                    technical callers for a higher quality support service. This
                    is especially effective for subscribers who call several
                    times for the same problem and deal with different Engineers
                    on each call.

                    If the Engineer cannot find the resolution for the problem,
                    he/she can attempt to duplicate the caller's problem. A
                    "LAB" is maintained at the Help Desk location with the
                    intent to make available the possible environmental make-up
                    of a subscriber's system setup. This lab will include a
                    laptop similar to or the same as the employee callers. The
                    Engineer will attempt to duplicate the caller's problem and
                    then find the solution. For complex or elusive problems it
                    is common for the Engineer to disconnect the call with the
                    subscriber, perform the research, and then call back the
                    subscriber as soon as possible.

                    If the problem is related to hardware or unsupported
                    software the Engineer will initiate the appropriate process.
                    The Help Desk will have the ability to accept a "work order"
                    for HW repair, and will initiate a work order process with
                    Digital. The Help Desk will also take orders on Moves, Adds,
                    and Changes which will be dispatched to the on-site Digital
                    LAN manager. All escalation's or work orders keep the
                    problem ticket open until confirmation of the problem
                    resolution is obtained. The Help Desk Engineer has the
                    ability to "queue" a callback to the caller for follow-up
                    scenarios to ensure that the escalation or dispatch action
                    has been fulfilled. For Hardware Dispatch calls, the Help
                    Desk will call the Renaissance Solution employee at the end
                    of the service level time frame to ensure that a Digital
                    engineer has been dispatched to the caller's site unless the
                    Digital engineer has contacted the Help Desk to indicate a
                    response to the service call.

                    For HW/SW procurement requests, the Help Desk Engineer will
                    create a log on a customized screen and forward the request
                    to the Digital procurement specialist who will respond to
                    the Help Desk with a written quote within 48 hours and will
                    proceed with the procurement activity upon acceptance of the
                    quote by Renaissance.
<PAGE>
 
               END-USER SUPPORT

                    The Help Desk Team will provide end-user support to
                    Renaissance Solutions' employees in a team environment. The
                    Technical Support Engineers will provide support remotely
                    via the 1-800-200-6452 number and the LAN Manager will be 
                    on-site at Renaissance. The Digital LAN manager will be the
                    primary resource who will provide the hands-on support
                    necessary to maintain the integrity of the operations at
                    Renaissance pertaining to the network, servers, clients
                    (PC's), and users. The Technical Support Engineers will
                    provide the vehicle for the users to request changes, log
                    problems, and find resolution. The Technical Support
                    Engineers will also support the LAN Manager in areas
                    requiring additional information on applications, status on
                    open requests, and by providing an organized flow of
                    information pertaining to work requests.

                    Both the Help Desk Engineers and on site LAN Manager will
                    get direction and support from the Program Manager provided
                    by Digital. The Digital Program Manager will provide
                    leadership to the entire team pertaining to the end-goals of
                    the contract between Renaissance and Digital.

                    All team members will conduct themselves as a team
                    regardless of which company they are employed with.
                    Renaissance will view this team as one.

               The Help Desk is responsible for all dispatch requests and will
               follow-up with the end-user and Digital to ensure that the
               service level agreement for break-fix is being met. The Help Desk
               will escalate to the appropriate management level within Digital
               when necessary to report a break in the service level agreement
               with the intent to remedy the situation as soon as possible.
               Renaissance will also provide Digital a management escalation
               tree to be used by the team when necessary.

               DATABASE

                    The Help Desk's comprehensive database houses information
                    about the end user, captures trouble ticket data, stores
                    historical data, tracks open tickets, closed tickets,
                    escalation's, and call transfers (i.e. customer service).
                    Each caller is given a "trouble ticket number" for reference
                    in call back scenarios or for solution attempts when caller
                    must hang up from the Help Desk to attempt a solution
                    recommendation (in the case of callers who have only one
                    phone line). If a caller calls in with a trouble ticket
                    number the 
<PAGE>
 
                    Engineer has only to enter the number to access the record
                    and the open trouble ticket. All information about the
                    previous call is immediately available to the Engineer for
                    the convenience of the caller, in the event the original
                    Engineer is not available. Problem trends are tracked off-
                    line for statistical research and is available on-line
                    within the FAQ tool embedded in the system.

               REPORTS

                    All standard reports are available to measure the activity
                    levels and performance of the program. Each report can be
                    delivered weekly and is available via E-Mail, FAX, or USPS
                    mail. Following are the standard reports:

                       . Number of calls, type, and disposition (open, closed)
                       . Duration of closure (time from open ticket to closed 
                         ticket)
                       . Phone report (hold time, abandonment, time to answer, 
                         overflow)
                       . Escalation's, Work Orders, Requests
                       . LAN Manager Move, Adds, Changes
                       . Order Management Reports
                       . Call Backs (includes time to call back)

                 Additional custom reports are available upon request.

               STATUS MEETINGS

               Status Meetings will be held once a month and will include, as a
               minimum, the Renaissance Program Manager, the Sutherland Program
               Manager, the Digital on site engineer, and Digital
               representatives from the Chicago and U.K. Renaissance offices.
               These meetings will be chaired by the Digital Program Manager and
               will focus on the performance of the program.

               CALL SERVICE LEVEL

                    Service level indicators will be monitored by the Help Desk
                    and Digital will make these available to Renaissance
                    Solutions for performance evaluation. This information will
                    be utilized to make adjustments to the program for higher
                    quality results. The reports mentioned in the Report section
                    of this SOW will be utilized. Following are the metrics and
                    goals:
<PAGE>
 
                       . first call closure rate greater than 80%
                       . abandon rate less than 8% of calls (voice mail 
                         messages do not count as abandoned calls)
                       . 90% of calls answered within 20 seconds (or voice 
                         mail option)
                       . all calls not answered when agents are unavailable 
                         will be given the option to leave voice mail. All voice
                         mails will be responded to when the next agent is 
                         available.

               PROOF OF CONCEPT TEST

                    Renaissance has requested that a 45 day proof of concept
                    test period be implemented initially for this contract. The
                    test period will begin on a date selected by Digital and
                    Renaissance. The test will prove all components of the
                    contract are being met or are set up.

                    The Service Level Indicators for the test period are:

                       . All Renaissance end-users receive support on the 
                         identified applications and functions
                       . All dispatches for break-fix are managed by the 
                         support team
                       . The network, servers, and clients (PC's) are supported
                         by the Digital LAN Manager on-site
                       . All existing problems are either remedied or are 
                         covered under a plan to be remedied
                       . Digital and Sutherland will conduct themselves as one
                         unit (team) to support Renaissance
                       . Status on all requests described within this SOW can be
                         provided on a timely and accurate reporting process

                    The terms of the Proof of Concept Test are:

                       . During the test Renaissance must agree or disagree 
                         that all service level indicators for the test are
                         being met on the 25th day, 35th day, and 45th day of 
                         the test
                       . Upon disagreement Digital will provide to Renaissance a
                         plan to remedy the component in question and will
                         execute any changes necessary to remedy that component
                         if possible
                       . Renaissance agrees to be fair in their assessment
<PAGE>
 
               HARDWARE MAINTENANCE SERVICES

               Digital will implement Hardware Maintenance Services for the term
               of three years from the date on which the hardware is installed
               and  is operational, as follows:

               GENERAL

               . Remedial hardware maintenance will be performed on-site during
                 the standard hours of coverage, specified as Monday through
                 Friday 8:00 AM - 5:00 PM. Digital will automatically activate a
                 Problem Management plan to involve the necessary technical
                 resources should some extraordinary problem cause repairs to
                 exceed predetermined time limits.
               . Problem Management will be in effect Monday through Friday 6 AM
                 to 10 PM. Digital Management will be automatically notified if
                 the following criteria are not met:
                    - Response                             1 Hour
                    - Desktop Repair                       24 Hours
                    - LAN Server Repair                    4 Hours
               . Digital will provide all labor and materials.
               . Replacement parts may be new or refurbished. Replaced parts
                 become the property of Digital.
               . A designated service representative (if applicable) is assigned
                 to each account to monitor the equipment's performance and
                 service history.
               . In the event a hardware problem on Laptops, Desktops, and
                 Printers is not repaired within one business day ( 24 hours),
                 Digital will swap out the defective unit.

               SERVERS:

               Digital will provide our premium level of service, DECservice for
               the eight (8) servers and related hubs and routers. This provides
               a four hour response during the call window, and continuous
               effort to effect a repair. The hours of coverage are Monday to
               Friday, 8:00 AM to 8:00 PM, excluding Digital holidays.

               DESKTOP/PRINTERS:

               Digital will provide onsite maintenance, Monday thru Friday, 8:00
               AM to 5:00 PM with a four (4) hour response time during the call
               window and continuous effort to effect a repair.

               LAPTOPS:

               Renaissance's Laptop installed base falls into three groups; (1)
               Digital HiNote Ultra II, (2) NEC Versa, and (3) Multivendor, ie.
               a mix of AT&T, IBM, Toshiba, etc.

               Digital will provide overnight spare replacement for any Laptop
               requiring maintenance or repair. In order for this to occur,
               Renaissance has agreed to stock 
<PAGE>
 
               4 Ultra II laptops as "hot spares" in Lincoln. The spares will be
               managed by the Digital on-site LAN engineer. Over time, actual
               usage will determine the ideal stocking level. If additional
               spares are required, Renaissance will be requested to purchase
               the recommended spares. If less is required, Renaissance will
               decide how to redeploy the excess spares.

               When a laptop fails, the Renaissance employee will call the Help
               Desk and indicate if they require a replacement unit. If
               required, a replacement unit will be shipped next day via
               overnight carrier.

               For Digital HiNote Ultra II's covered by Passport support and for
               NEC Versa's covered by Ultracare, the Help Desk will schedule an
               Airborne currier will pick up the defective unit for repair. The
               repaired unit will be returned to the user within 3-5 days of
               initial pickup.

               For Multivendor laptops not covered by Passport or Ultracare, the
               defective unit will be returned to a designated Depot Repair
               Center in the same shipping carton that the spare unit was
               delivered in. In instances where a replacement was not required,
               the defective unit will be returned to a designated depot repair
               center in a shipping carton provided by the onsite LAN engineer.

               Once repaired, the unit will be returned to the enduser and the
               enduser will return the spare unit to the Lincoln facility within
               24 hours. This timely return will ensure that minimum spare units
               are stocked in Lincoln.

               SOFTWARE MAINTENANCE

               THE OPEN LICENSE

               The Microsoft Open License is the simplest volume licensing
               option for Renaissance and can also be used for any of your
               affiliates that are too small or dispersed to effectively
               participate in a Variable or Enterprise License.  The Open
               License offers volume pricing over a two-year period based on an
               initial, up-front volume purchase and includes the ability to
               renew and reorder.

               If you have a Variable License and some of your affiliates decide
               to acquire software through an Open License, you will be able to
               count those Open License purchases toward your total Variable
               License forecast, so your organization as a whole can still
               benefit from their purchases.

               The Open License operates as an independent agreement that can be
               signed with any local, Microsoft-authorized reseller.  It has a
               minimum entry requirement of only 50 units.  While your
               affiliates that use the Open License won't have access to your
               more advantageous pricing, you can still count the purchases they
               make under their Open License toward your total Variable License
               forecast, so the organization as a whole can still benefit from
               their purchases.
<PAGE>
 
               Once you've determined your degree of participation in the
               Enterprise License you can evaluate Maintenance. Maintenance
               should be considered if you have a large number of users that
               need to work together and share documents. If software users
               procure upgrades independently, you may end up with a mixed
               environment and users will find that they cannot read each
               other's documents or work together effectively. If your licenses
               are enrolled in Maintenance, all users will have access to the
               latest software versions at the same time and will be able to
               continue working together productively.

               Maintenance should also be considered if your organization
               operates on a set budget that does not allow for unplanned budget
               spikes. It can be very difficult to predict and plan for upgrades
               in your budgeting process. Maintenance can solve this problem by
               establishing a set quarterly fee that is predictable and
               unchanging and that will provide your users will access to all
               upgrade releases. Maintenance can take the guess-work out of your
               budgeting process.

               MAINTENANCE

               With Select Maintenance Renaissance can optimize your software
               investment through  efficient, ongoing access to the latest
               upgrades of Microsoft products.  When you enroll your licenses in
               Maintenance, you'll have the right to distribute the latest
               technology to your Maintenance users when new, upgraded versions
               of your Microsoft software are released.

               You can take advantage of this right at any time during the
               entire 2 year term of your agreement.  In addition, if you enroll
               any previous version of a product in Maintenance, you can
               immediately upgrade that product to the most current version
               under Maintenance for no additional fee.

               Maintenance is an excellent tool to help manage the costs of
               product upgrades over time.  When you enroll in Maintenance, the
               only fee you'll pay for upgrades is a fixed quarterly Maintenance
               fee that is both predictable and unchanging.

               This makes it possible to plan a smooth software budget because
               there will be no unexpected upgrade costs to cause spikes in your
               budget.  In addition, the quarterly Maintenance fee that you
               agree to when you sign your agreement is guaranteed, so you know
               it won't increase during the term of your agreement.

               NEW VERSION LICENSE SERVICE (NVLS)

               New Version License Service grants the right to use all new
               versions of a specific PC software product released during the
               agreement period.  New Version License Service is primarily sold
               on Digital-developed PC software products and on selected third
               party developed products for which Digital has license
               distribution rights.
<PAGE>
 
               SERVICE FEATURES

               . Grants the right to use all new  versions of a specific PC
                 software product released during the contract period.

               . Available on Digital-developed PC software products.

               . Available on third party developed products for which Digital 
                 has license distribution rights .

               MICROSOFT SYSTEMS MANAGEMENT SERVER

               Microsoft's System Management Server(SMS) is a system management
               environment for corporate networks, which are composed of one or
               more local area networks.

               SMS works with the Microsoft family of networks, Windows NT and
               LAN Manager, and the Novell family of networks, NetWare 3.x and
               NetWare 4.x in bindery emulation mode,  to provide a complete
               resource management solution.

               SMS provides inventory management. SMS collects and maintains a
               hardware and software inventory of the entire enterprise. This
               inventory is maintained in a relational database that can be used
               to provide asset management and tracking, support for the on site
               engineer and provide the information necessary to plan future
               network growth.

               SMS can be used to distribute and install software on clients and
               servers in the enterprise. Managing this from a central site can
               substantially reduce the cost of software upgrades and new
               installations.

               SMS is one of the support tools that can be used by the on site
               engineer. SMS can monitor the enterprise for specific events and
               generate alerts when those events occur. The resident engineer
               has a great deal of flexibility in determining what events to
               monitor and what action to take when an event occurs. SMS also
               provides a suite of troubleshooting utilities. There is a client
               remote control function that allows the resident engineer to take
               control of a remote PC and assist the user in solving a problem.
               There are network monitoring tools that aid in determining what
               is happening in the network.

               Because Systems Management Server is the basis of an enterprise
               management system and such a powerful suite of tools,
               implementation planning is critical to realizing the benefits of
               the system. The Digital migration team will work with Renaissance
               to develop the implementation plan.

               IMPLEMENTATION PLANNING

               Systems Management Server is a hierarchical management system
               that is extensible across the enterprise. The hierarchy starts
               with the central site. The 
<PAGE>
 
               central site may be responsible for managing one domain or
               multiple domains depending on the management structure of the
               organization. The central site has the master copy of the SQL
               database. The central site can have multiple subordinate sites
               reporting in to it. These subordinate sites can be primary sites
               which means they also have an SQL database that maintains
               information on the portion of the network the primary site is
               responsible for and also reports the contents of its database to
               the central site.

               Secondary sites do not have an SQL database. They have servers
               that perform SMS functions but they report the results of these
               functions to a primary site. There is no management function at a
               secondary site. This means that there is no SMS console and no
               management personnel to man one. Management functions are
               originated at a primary site and sent to the secondary site for
               execution.

               The planning activities deal with determining the hierarchy and
               the locations of databases and servers. The sizes of the
               databases is determined by the number of devices in the
               enterprise, the frequency of data collection, the database
               retention time and the size and frequency of software
               distribution. Once these computations are completed, the database
               devices and databases are created in SQL.

               There are several server functions in SMS. There are SMS servers,
               logon servers, distribution and helper servers. Planning
               determines which physical servers perform which functions.

               The network infrastructure must be evaluated to determine if it
               can service the communication that SMS will generate. The intent
               of the design process is to minimize this additional network
               communication load.

               Other parts of the planning process will address how the help
               desk will make use of the information collected by SMS, what the
               software distribution strategy will be and the frequency of the
               hardware and software inventory.

               IMPLEMENTATION OF SMS

               SQL Server will be installed and the database devices and
               databases created. A system administrator type of account will be
               established for use by SMS. When this is completed, SMS can be
               installed.

               When the central site SMS is installed, if there are other
               primary sites in the hierarchy, they can attach to the central
               site. This establishes the hierarchy and starts communication. If
               there are secondary sites, the primary sites can acquire them
               which establishes the hierarchy and communication. With the
               installation complete, SMS jobs can be created and scheduled for
               execution. The first job is usually the one that installs the
               client portion of SMS the next time the client logs in. This job
               needs to be sent to the logon servers. When this is complete,
               inventory jobs can be scheduled.
<PAGE>
 
               Any software distribution jobs can be constructed and distributed
               for execution and help desk personnel can be shown how to access
               the system and scheduled for further training.

               The last part of the implementation is the "as built"
               documentation. This includes the planning documents that provide
               information on why the system was built as it was. It also
               includes database documentation and any scripts that have been
               developed to perform SMS functions.

               The Digital migration team will install and implement Microsoft
               SQL Server, Microsoft Systems Management Server and SMS Clients
               at the Renaissance Lincoln, MA. location on a server platform
               provided by Renaissance.

               TECHNOLOGY REFRESH

               Under the PC Utility program, all hardware is eligible for
               periodic replacement with new technology. The refresh strategy
               for Renaissance is to provide the "Power Laptop User" with a
               periodic refresh of technology every 12 months for three
               consecutive refreshes. At month 36 of the initial contract,
               Digital recommends that Renaissance review the said contract to
               determine the best economic strategy.

               The Power Laptop environment will have 30 units refreshed within
               75 days of contract commencement. The initial term for the Power
               Laptops will be 48 months. The refreshment of 42 Power Laptops
               plus 4 hot spares will take place at month 13 from the original
               contract commencement date. The term for the refreshment of Power
               Laptops at month 13 is included in the initial 48 month term.
               The price per seat for the Power Laptop User will remain at
               $397.00 per seat. The 46 replaced Power Laptops will then cascade
               to other Users defined by Renaissance and the 46 replaced units
               will be returned to Digital within 15 days. The contract duration
               will not change as a result of the cascading. At the end of the
               24th month of the original contract commencement date,
               Renaissance will have the option to refresh 42 Power Laptops,
               plus 4 hot spares in which the term for the Power Laptop will
               extend for 48 months at the $397.00 per seat price from date of
               installation of the refreshed Power laptop environment. At this
               point Digital has refreshed the Power Laptop Environment
               successfully for the 36 month term based upon the original
               contract commencement date.

               The laptop refresh program assumes that the cost of the
               configuration will not exceed the current pricing at the time of
               the said refresh. Please refer to the hardware pricing referenced
               in your Purchase Order number MP0496. If Renaissance prefers a
               more expensive product, the cost per seat, per month will be
               adjusted accordingly.

               Digital will refresh 10 desktop PC's as described in the
               Statement of Work, which will be replaced within 30 days of
               contract commencement.
<PAGE>
 
               This refresh program is designed to replace all of the equipment,
               keeping current the price per seat, per month after  the 20th
               month of the contract. However, this is not a planned refresh and
               the Program Manager  will work with Renaissance  to optimize the
               best time and equipment to result in the refresh that Renaissance
               requires at that point in time. Renaissance will have the option,
               after the 20th month to refresh the equipment covered under this
               SOW for an additional term of 36 months except power laptops,
               which will be extended 48 months; keeping the current price per
               seat.

               The "Refresh" program is subject to "Float" language tied to
               three year T-Bills. After the initial and subsequent refresh, all
               future refreshes will have the price per seat, per month changed
               up or down by the following %:


<TABLE>
<CAPTION>
               Term                      Change in 3 Year T-Bill      Change to 
               ------                    -----------------------      --------- 
               Monthly Price
               -------------
               <S>                       <C>                          <C> 
                          48 Months             + 0.5%                 0.915%
                          36 Months             + 0.5%                 0.688%
</TABLE>

               The Three Year  T-Bill  rate at contract commencement is 6.11%.


               Flexibility is the key to this program. Many options will arise
               during the life of this agreement. Digital is ready to
               accommodate Renaissance's needs.

               RESIDENT SENIOR LAN ENGINEER

               A full time Resident Network Engineer will be assigned to
               Renaissance Solutions, Inc. for the term of the PC Utility. This
               individual will be located in Lincoln, MA and be responsible for
               the day to day requirements and will have complete control of
               Renaissance Solutions LAN and WAN environment. This individual
               will arrange for the necessary support agreements to be
               initiated, assist in the supervision of Digital personnel
               assigned to the account, and act as a focal point for all
               services delivered by Digital Multivendor Customer Services
               during the term of the PC Utility. In the event the workload is
               greater than what can successfully be accomplished by one
               individual, Renaissance will add one or more of its own technical
               staff to the Digital staff to assist with the workload. In this
               event, the Renaissance people assigned will be under the
               supervision and direction of the Digital on site LAN Engineer.

               Tasks involve daily management and on-going support of the
               network. The following describes the nature of some of the
               activities carried out by the on-site Network engineer for
               Renaissance platform (Novell or Windows NT):
               
<PAGE>
 
                       . Setting up user groups
                       . Setting up users within each user group
                       . Establishing proper access rights and privileges of
                         users and groups
                       . Setting up printer queues for all networked printers
                       . Running virus protection as needed
                       . Running regular back ups on LAN data and/or 
                         application files
                       . Moving, adding or changing users
                       . Updating passwords
                       . Performing single new user orientation 
                       . Participate in updating existing hardware as required 
                         by the software
                       . Technical edit of procurement requests

               A Digital Network Engineer can also provide expertise to help
               Renaissance make strategic decisions related to network planning,
               growth, business goals and technology refresh. A consultant helps
               with such fundamental decisions as:

                         . Growth Strategy
                         . Network design
                         . Addition or expansion of network(s) or site(s)
                         . Interoperability testing
                         . Migration (data & application) 
                         . Technology - hardware and software platforms-
                           Selections 
                         . Training Plan
                         . Network redundancy (fault tolerance) 
                         . Network & data Security 
                         . Disaster Recovery 
                         . Help Desk & Call Escalation Process
                         . Network Documentation
                         . Network support policies and procedures
                         . Project Management
                         . Investment protection via Technology refresh 
                         . Internet connectivity


               ACCEPTANCE AND PAYMENT

               . With respect to the products and services to be delivered to
                 Renaissance hereunder, including any and all new PC's and all
                 equipment related thereto, Digital will invoice DFS as
                 appropriate, upon (i) delivery of such hardware and equipment
                 to Renaissance's premises AND (ii) the successfully completed
                 installation of the hardware and equipment as evidenced by a
                 Certificate of Acceptance signed by Renaissance.
               
               . DFS will invoice Renaissance on a monthly basis or on any other
                 such terms as are mutually agreed to between Renaissance and
                 DFS.
<PAGE>
 
               9.0 PRECEDENCE OF  AGREEMENT

               Unless otherwise provided herein, if there is any conflict or
               inconsistency between the Statement of Work and the Digital PC
               Utility Services Agreement, the Digital PC Utility Services
               Agreement governs.

               Entered into by Renaissance Solutions, 
               Inc. /s/ William Jenkins
                    --------------------------
                   (Authorized  Signature)


               and by Digital Equipment Corporation 
               /s/ Raymond Mercier
               -----------------------------
               (Authorized Signature)



               10.0 ACCEPTANCE SIGNATURES

               Renaissance Solutions, Inc. and Digital Equipment Corporation
               hereby agree  to this Statement of Work, version 5 dated August
               29 described herein. This Statement of Work, version 5, is to be
               effective on September 3, 1996 and on such date, will replace in
               its entirety version 4 of this Statement of Work.

               RENAISSANCE SOLUTIONS, INC.


               By /s/ William T Jenkins                  Date: 9/3/96
                  ------------------------------              --------------   
                   (Authorized   Signature)


               Name:      William T. Jenkins             Title: VP Finance & 
                     ----------------------------              ---------------
                       (type or printed)                        Administration 

             


               DIGITAL EQUIPMENT CORPORATION


               By /s/Raymond Mericer               Date: /s/3 Sept 96
                  -----------------------------          -----------------
                    (Authorized Signature)


               Name:    Raymond Mercier            Title: Program Manager
                     ---------------------------          -----------------
                      (type or printed)


<PAGE>
 
               APPENDIX A - SERVICE/PRODUCT SCHEDULES

                                  PC UTILITY
                           SERVICE/PRODUCT SCHEDULE

               SERVICE/PRODUCT SCHEDULE NO.  REN-01A  TO PC UTILITY AGREEMENT.
                                             -------
               Services Agreement No. ES 1006-96, dated  as of April 30, 1996.
               This Service/Product Schedule is issued pursuant to the PC
               Utility Agreement, consisting of the SOW and Digital's Terms for
               this program, between Renaissance and Digital, and will be
               governed by that Agreement. This schedule, REN-01A dated August
               29, is to be effective on September 3, 1996 and on such date,
               will replace in its entirety schedule REN-01 of this Statement of
               Work.

               SYSTEMS PROVIDED UNDER THIS SCHEDULE: 

                                                               36 Month Extended
               Configuration  1    Quantity  10  Price per Seat  $260.16 
               -------------       --------      ----- --- ----          
               (includes services) Total $ 93,657.60   Monthly Price: $2601.60
                                   -----               -------------  
                                                       
                                                 
                                                 
                                                 
                                    
               Digital Venturis FP 5150
               Pentium 150 MHZ Processor
               1.2 GB IDE HDD, 3.5 " 1.44MB FDD
               8MB DRAM
               S3 64 Bit Graphics Accelerator w/1MB
               Kingston 8MB Upgrade
               NEC Multispin 6X CDROM
               Sound card Wave Table 16 Bit
               3COM Ethernet Adaptor for 10Base-T UTP RJ45

               NEC 17" SVGA Monitor 1024x768

               Microsoft Windows 95
               Microsoft Office Standard V7.0 on CD ROM (Qty 1)
               Microsoft Office Standard V7.0 for WIN'95
               MOLP-A License -50 User Pack
               Netscape Navigator for  Win'95

               Acquisition, Staging and Integration
               Installation, End-user Orientation
               End User Application Support
               Hardware Maintenance
               Custom Help Desk
               Microsoft  Software Maintenance (2 years)
               Program Management Services
               Technology Refresh Services


<PAGE>


 
               Schedule REN-01A (continued)
                                                               36 Month Extended
               Configuration 2 Quantity 38  Price per Seat: $260.16 
               -------------   --------     --------------          
               (Includes Services) Total $355,898.88  Monthly Price:$ 9,886.08 
                                                      -------------       

               IBM Compatables
               486 Type Desktop PCs
               WIN'95 Migration Services
               Custom Help Desk
               End User Application Support
               Hardware Maintenance
               Microsoft Soft ware Maintenance (2 years)
               Program Management Services
                                                               36 Month Extended
               Configuration 3  Quantity: 62 Price per Seat: $ 412.21 
               -------------    --------     --------------           
               (Includes Services) Total $920,052.72  Monthly Price: $25,557.12
                                                      -------------         

               NEC Versa 4000 type laptops
 
               WIN'95 Migration Services
               Custom Help Desk
               End User Application Support
               Hardware Maintenance
               Microsoft Software Maintenance  (2 years)
               Program Management Services

                                                               36 Month Extended
               Configuration 4   Quantity: 23  Price per Seat: $86.48 
               -------------     --------      --------------         
               (Includes Services) Total $ 71,605.44  Monthly Price:  $1,989.04 
                                   -----              -------------     

               HP Laserjet Printers

               Custom Help Desk
               Hardware Maintenance
               Program Management Services

               
<PAGE>
 
     Schedule REN-01A (continued)
                                                               36 Month Extended
     Configuration 5  Quantity: 7 Price per Seat: $6,379.37 Total $ 1,607,601.20
     -------------    --------    ----- --- ----            -----  
     (Includes Services)          Monthly Price: $44,655.61
                                  -------------- 

     Compaq Proliant Servers

     64 MB RAM
     8 GB HDD

     Misc. Cisco, Bay Networks, and Shiva Hubs and Routers
     NT Migration Services
     Lotus Notes Migration
     Custom Help Desk
     End User Applications Support
     Hardware Maintenance
     Microsoft Software Maintenance (2 years)
     Microsoft System Management Server
     Program Management Services
     Resident Senior LAN Engineer



     CONFIGURATION 1-5 TOTAL:
       36 MONTH EXTENDED                    $3,299,430.10
       MONTHLY TOTAL                        $   84,689.45



     __________________________________________________________________________
               
     RENAISSANCE SOLUTIONS, INC.              DIGITAL EQUIPMENT CORPORATION
               
                   
     By: /s/ William T Jenkins                     By: /s/ Raymond Mercier
         ----------------------------------            -------------------------
             (Authorized Signature)                       (Authorized Signature)
               
                     
     Name:     William T. Jenkins                  Name:    Raymond Mercier
           --------------------------------              -----------------------
               (Typed or Printed)                           (Typed or Printed)


     Title:     V P Finance & Administration       Title:     Program Manager
            --------------------------------              ----------------------

     Date:     09/03/96                            Date:  03 Sept 96
            -------------------------------               ----------------------
<PAGE>
 
                                  PC  UTILITY
                           SERVICE/PRODUCT SCHEDULE

     SERVICE/PRODUCT SCHEDULE NO. REN-02A TO PC UTILITY AGREEMENT. Services
                                  -------
     Agreement No. ES 1006-96, dated as of April 30, 1996. This Service/Product
     Schedule is issued pursuant to the PC Utility Agreement, consisting of the
     SOW and Digital's Terms for this program, between Renaissance and Digital,
     and will be governed by that Agreement. This schedule, REN-02A dated August
     29, is to be effective on September 3, 1996 and on such date will replace
     in its entirety, schedule REN-02 of this Statement of Work.


     SYSTEMS PROVIDED UNDER THIS SCHEDULE:
                                                               48 Month Extended
     Configuration 6  Quantity 34  Price per Seat $ 382.49    Total $ 624,223.68
     -------------    --------     --------------             ----- 
     (Includes services)           Monthly Price:  $13,004.81
                                   --------------              

     Digital Hi Note Ultra II CTS-5/133
     Pentium 133 MH CPU
     256 KB L2 CACHE
     8 MB DRAM
     1.35 GB HDD, 1.44 MB FDD
     VL-BUS SVGA Video w/1MB BRAM
     10.4" Active Color Display
     16 Bit Audio
     2 Typ II or 1 Type III PCMCIA EXPN
     I/R Port, LiIon Batt

     Kingston 16 MB DIMM
     Quad Speed Multimedia Module (Qty 15)
     Megahertz XJACK 28.8/14.4 Kbps
     PCMCIA FAX/Modem
     3COM Ethernet Adaptor for 10 Base-T; RJ45

     NEC 17" SVGA Color Monitor (Qty 10)
     1024X768 ni, .28DP

     Microsoft Office PRO V7.0
     Visual Basic PRO V4.0
     Netscape Navigator
     WIN'95

     Acquisition, Staging and Integration
     Installation, End User Orientation
     Custom Help Desk
     End User Application Support
     Hardware Maintenance
     Microsoft Software Maintenance (2 years)
     Program Management Services
     Technology Refresh Services
<PAGE>
 
     Schedule REN-02A (continued)


              
     ___________________________________________________________________________
     Renaissance Solutions, Inc.             Digital Equipment Corporation
               

     By: /s/ William T Jenkins                By: /s/ Raymond Mercier
         ------------------------------           ------------------------------
            (Authorized Signature)                   (Authorized Signature)


     Name:     William T. Jenkins             Name:     Raymond Mercier
           ----------------------------             ----------------------------
               (Typed or Printed)                       (Typed or Printed)


     Title: VP Finance & Administration       Title: Program Manager
            ---------------------------              ---------------------------
 

     Date: 09/03/96                           Date:  03 Sept 96
           ----------------------------              ---------------------------
<PAGE>
 
                                  PC  UTILITY
                           SERVICE/PRODUCT SCHEDULE

     SERVICE/PRODUCT SCHEDULE NO. REN-03 A TO PC UTILITY AGREEMENT. Services
                                  --------
     Agreement No. ES 1006-96, dated as of April 30, 1996. This Service/Product
     Schedule is issued pursuant to the PC Utility Agreement, consisting of the
     SOW and Digital's Terms for this program, between Renaissance and Digital,
     and will be governed by that Agreement. This schedule, REN-03A dated August
     29, is to be effective on September 3, 1996 and on such date will replace
     in its entirety, Schedule REN-03 of this SOW.

     SYSTEMS PROVIDED UNDER THIS SCHEDULE:
                                                              36 Month Extended
     Configuration 7  Quantity 15  Price per Seat $ 274.00   Total $ 147,960.00
     -------------    --------     --------------            -----
     (Includes services)           Monthly Price: $4,109.88
                                   -------------

     Digital Hi Note Ultra II CTS-5/133
     Pentium 133 MH CPU
     256 KB L2 CACHE
     8 MB DRAM
     1.35 GB HDD, 1.44 MB FDD
     VL-BUS SVGA Video w/1MB BRAM
     10.4" Active Color Display
     16 Bit Audio
     2 Typ II or 1 Type III PCMCIA EXPN
     I/R Port, LiIon Batt
     Kingston 16 MB DIMM
     Quad Speed Multimedia Module (Qty 15)
     Megahertz XJACK 28.8/14.4 Kbps
     PCMCIA FAX/Modem
     3COM Ethernet Adaptor for 10 Base-T; RJ45
     Microsoft Office PRO V7.0
     WIN'95
     34 Spare Batteries
     34 Nylon Carrying Cases
     3 Battery Chargers
     Acquisition, Staging and Integration
     Installation, End User Orientation
     Custom Help Desk
     End User Application Support
     Hardware Maintenance
     Microsoft Software Maintenance (2 years)
     Program Management Services
     ___________________________________________________________________________
     Renaissance Solutions, Inc.              Digital Equipment Corporation

     /s/ Williams T Jenkins                   /s/ Raymond Mercier
     ---------------------------------        ----------------------------------
         (Authorized  Signature)                  (Authorized Signature)

         Williams T. Jenkins                      Raymond Mercier
     ---------------------------------        ----------------------------------
         (Typed or Printed)                       (Typed or Printed)
 
     Title: VP Finance & Administrator        Title: Program Manager
            --------------------------               ---------------------------
     
     Date: 9/3/96                             Date: 9/3/96
           ---------------------------              ----------------------------
<PAGE>
 
     APPENDIX A TOTALS 

     SCHEDULE                             Monthly Total           Extended Total
 
     REN-01A                                $ 84,689.45            $3,048,815.80
 
     REN-02A                                $ 13,004.81            $  624,223.68
 
     REN-03A                                $  4,109.88            $  147,960.00
                                            -----------            -------------
     TOTAL                                  $101,804.14            $3,820,999.40


     APPENDIX B -  RENAISSANCE LOCATIONS

     1.   LINCOLN, MA. - CORPORATE

     2.   CHICAGO, Ill.

     3.   NEW YORK, NY

     4.   LONDON, U.K.
<PAGE>
 
               APPENDIX C - CHANGE REQUEST FORM

               FOR ___________________________ PROJECT
               _________________________________________________________________
               CHANGE REQUEST NUMBER:__________  CREATION DATE:_________________
               DESCRIPTION OF CHANGE:   MORE DETAILS ATTACHED:   [_]Yes   No [_]
               _________________________________________________________________
               _________________________________________________________________
               _________________________________________________________________
               _________________________________________________________________
               _________________________________________________________________

               REASONS FOR PROPOSED CHANGE:..
               [_] Problem/Error/Nonconformance (corrective change)
               [_] Improvement/Enhancement (perfective change)
               [_] Change in Environment (adaptive change)
               DOCUMENTS AND DELIVERABLES REQUIRING UPDATE:
               [_] Contract Agreement   [_] SOW   [_] Payment Schedule
               [_] Project Plan         [_] Quality Plan   [_]______________Plan
               [_] Functional Specification    [_] Acceptance Test Specification
               [_] _____________ Specification [_] _____________ Specification
               [_] System Design Specification [_] Acceptance Test Package
               [_] Solution Component __________________________________________
               [_] Solution Component __________________________________________
               [_] Solution Component __________________________________________
               [_] Solution Component __________________________________________
               [_] Solution Component __________________________________________
               [_]______________________________________________________________
               [_]______________________________________________________________
               ESTIMATE OF IMPACT:
               [_] Minimal   [_] Moderate   [_] Major
               Cost to Implement: _________ hours ________ (local currency)
               IMMEDIATE RESOLUTION: [_] Yes [_] No-start formal change control 
               process
               FULL EVALUATION REQUIRED:  [_]  No  [_] Yes -- Evaluation cost:  
               _________ hours _________ (local currency)
               Recommended Evaluator:
               _________________________________________________________________
               ORIGINATOR: ___________________  SIGNATURE: _____________________
               ADMINISTRATOR: ________________  SIGNATURE: _____________________
               APPROVAL FOR FULL EVALUATION:
               DIGITAL PM: ___________________________________
               CUSTOMER PM: __________________________________
               REVIEW DATE: __________________________________
       
               DECISION:  [_]  Approved  [_]  Rejected  [_] Defer Until:________
               Reason:
               _________________________________________________________________
               DIGITAL PM: __________________  SIGNATURE: ______________________
               CUSTOMER PM:__________________  SIGNATURE:_______________________
               ______________________________  SIGNATURE: ______________________
<PAGE>
 
               APPENDIX D - CERTIFICATE OF ACCEPTANCE



                    PC UTILITY SERVICES STANDARD AGREEMENT
                           CERTIFICATE OF ACCEPTANCE


               TO SERVICE/PRODUCT SCHEDULE NO. _____, DATED __________,19__.

                                      UNDER

               A PC UTILITY AGREEMENT DATED AS OF _______, 1996  BETWEEN DIGITAL
               EQUIPMENT CORPORATION AND RENAISSANCE SOLUTIONS, INC..

               RENAISSANCE HEREBY ACKNOWLEDGES THAT THE SERVICES AND/OR PRODUCTS
               DESCRIBED IN THE ABOVE REFERENCED SERVICE/PRODUCT SCHEDULE HAVE
               BEEN COMPLETELY DELIVERED, PROPERLY EXECUTED AND/OR INSTALLED,
               MEET ALL RELEVANT SPECIFICATIONS AND ARE HEREBY ACCEPTED FOR
               PURPOSES OF THE ABOVE REFERENCED AGREEMENT. RENAISSANCE  HEREBY
               CONFIRMS ITS PAYMENT OBLIGATIONS UNDER THE TERMS OF SUCH
               AGREEMENT.

               RENAISSANCE


               _____________________________               
               (AUTHORIZED SIGNATURE)

               _____________________________               
               (PRINTED NAME)

               _____________________________               
               (TITLE)

               _____________________________               
               (ACCEPTANCE DATE)
<PAGE>
 
               APPENDIX E - ISSUE RESOLUTION FORM

              ------------------------------------------------------------------
                           ISSUE RESOLUTION FORM

               Customer Name ___________________  Program Name
               ____________________
               Issue Resolution Number _________    Date _____________________  
               Requester _________________         Orgn.______________________  
               Issue Type Rfi/Problem/Change/Other (Specify)__________________  
               Issue Description _____________________________________________  
               _______________________________________________________________  
               _______________________________________________________________  
               _______________________________________________________________  
               Impact (If Not Resolved) ______________________________________  
               _______________________________________________________________
               Date Resolution Needed _________   Proposed Assignee __________
               Attachments (If Any) __________________________________________
               _______________________________________________________________
               Reviewer _________________   Review Completion Date____________
               Reviewer Comments: ____________________________________________
               _______________________________________________________________
               Estimate of Additional Effort _________________________________
               Reviewer Recommendations (Circle One): Accept/Reject/Need More
               Info/Other
               Disposition (Circle One): Accepted/Accept Conditionally/Need 
               More Info/Rejected
               Planned Completion Date _________
               Comments ______________________________________________________
               _______________________________________________________________
               _______________________________________________________________
               _______________________________________________________________
               _______________________________________________________________
               _______________________________________________________________
               _______________________________________________________________
               _______________________________________________________________
               _______________________________________________________________


               Program Mgr. Signature______________________Resolved Date______
               Copyright (C) 1989 By Digital Equipment Corporation All Rights
               Reserved
              ------------------------------------------------------------------