<PAGE>


AGREEMENT

This Agreement between Industri-Matematik International (IMI) and Mats
Lillienberg (MALI), personal ID number 601001-2935, has been made and entered
into as follows:

1.  Effective from May 1, 1997 a base salary of SEK 65,000 per month will be
    paid to MALI

2.  The pension based salary amounts to 12.2 X (65,000 - 15,000) = SEK 610,000
    per year effective from May 1, 1998.

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

4.  Besides the SPP/ITP plan, MALI has entered into an agreement which means
    that the following will result in increased pension premium payments from
    January 1, 1996:

    A pension insurance plan may be drawn up for a maximum amount which
    corresponds to a premium of SEK 2,900 per month effective from January 1,
    1996. MALI wants this premium payment to be applied to insurance policy
    ELA65H20.

    MALI has previously arranged for a salary set-aside of SEK 1,403 per month.

INDUSTRI-MATEMATIK INTERNATIONAL

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

The above Agreement is hereby accepted and agreed to:

----------------------------------                   ---------------
Mats Lillienberg                                     Date


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                                 Bonus Plan FY98
                                Mats Lillienberg

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 payable bonus can vary from SEK 0 to SEK 300,000 with the target bonus
set at SEK 150,000. The target bonus of SEK 150,000 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 $
14,050,000.)

The maximum bonus payable is SEK 300,000.

3. 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.

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

<TABLE>
<CAPTION>

   Pre-tax income (USD)                        Bonus (SEK)
  <S>                                          <C>
     10,537,000                                     0
     14,050,000                                  75,000
     17,562,000                                 150,000

</TABLE>

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

Other terms and conditions:

-   If Mats Lillienberg 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.

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

The above bonus plan is hereby accepted and agreed to:

-----------------------------------                  ---------------
Mats Lillienberg                                     Date