<PAGE>


AGREEMENT

This Agreement between Industri-Matematik International (IMI) and Lars-Goran
Peterson (LGPE), personal ID number 450708-5431, has been made and entered into
as follows:

1.  Effective from May 1, 1997 a base salary of SEK 75,000 per month will be
    paid to LGPE

2.  The pension-based salary amounts to SEK 915,000 per year effective from May
    1, 1998.

3.  Pension premiums shall be cost neutral towards the SPP/ITP plan for salaried
    employees.

4.  LGPE is entitled within the framework of the ITP plan to discuss alternative
    pension plan solutions with The Company's insurance agent.

INDUSTRI-MATEMATIK INTERNATIONAL

---------------------------------                     970926
Stig Durlow                                           Date

The above Agreement is hereby accepted and agreed to:

---------------------------------                     970826
Lars-Goran Peterson                                   Date


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                                 Bonus Plan FY98
                               Lars-Goran Peterson

This document describes your bonus plan for FY98 (970501-980430)

The variable portion of your salary (the bonus) includes two components: (1) one
which is tied to the company's total revenue, and (2) one which is tied to the
company's pre-tax income, as defined below. In both cases, the reference is to
the business activities of Industri-Matematik International Corp. (IMIC). Each
of the targets are based on the information set forth in attachment 1.

The total bonus payable can vary from SEK 0 to SEK 600,000 with the target bonus
set at SEK 300,000. The target bonus of SEK 300,000 is realized when the total
revenue and pre-tax income targets are reached. (The total revenue target for
IMIC is defined as US $ 85,000,000 and the pre-tax income target as US $
11,267,000.)

The maximum bonus payable is SEK 600,000.

1.  The bonus relating to total revenue is paid as follows:

<TABLE>
<CAPTION>

    Total revenue (USD)                         Bonus (SEK)
    <S>                                         <C>
      74,375,000                                     0
      85,000,000                                  75,000
      95,625,000                                 150,000

</TABLE>

The maximum bonus payable for this component is SEK 150,000.

2. The bonus relating to pre-tax income is paid as follows:

<TABLE>
<CAPTION>

   Pre-tax income (USD)                        Bonus (SEK)
   <S>                                         <C>
     8,450,250                                      0
    11,267,000                                   225,000
    14,083,750                                   450,000

</TABLE>

The maximum bonus payable for this component is SEK 450,000.

Other terms and conditions:

-   If Lars-Goran Peterson terminates employment during the budget year, no
    bonus is payable.

-   Vacation compensation is not accrued on bonus payments

-   Should the company's budget be changed, especially as a result of a business
    acquisition or divestiture, then the calculations contained herein shall be
    changed in the corresponding month for that period for which the change
    applies.


<PAGE>

    The bonus will be paid out after the company's annual financial statements
have been audited and approved.

For Industri-Matematik International Corp.

------------------------------------------                 970926
Stig Durlow                                                Date

The above bonus plan is hereby accepted and agreed to:

------------------------------------------                 970926
Lars-Goran Peterson                                        Date