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EXHIBIT 10.9

                      ELECTRONIC COMMERCE AGREEMENT BETWEEN
                           THE UNIVERSITY OF MINNESOTA
                                       AND
                         VIRTUAL TECHNOLOGY CORPORATION
                                      d/b/a
                      NET DIRECT CORPORATION INTERNATIONAL

         THIS AGREEMENT including all Exhibits attached hereto and incorporated
 herein by reference (the "Agreement") is made as of the 4th day of January,
 2000, by and between Virtual Technology Corporation d/b/a Net Direct
 Corporation International, a corporation organized under Minnesota law
 (hereinafter called "NDC"), and the Regents of the University of Minnesota
 (hereinafter called "the University"). On a nonexclusive basis, the University
 agrees to buy products and services from NDC and NDC agrees to provide or
 supply products and services to the University on the following terms and
 conditions specified herein.

 INDUCEMENTS

         WHEREAS, the University has submitted to NDC, and others, a Request for
 Proposal issued on May 14, 1999, and referred to as #U110.19, which is
 attached hereto and incorporated herein as Exhibit 2 (the "RFP") setting forth
 certain terms and conditions, and certain information regarding (i) hardware,
 software and services related to the implementation of an E-Commerce system as
 well as sales of Computer Peripherals and other related Products throughout the
 University's organization, (ii) the University's desire to add value and to
 improve its capability for delivering business solutions through such an
 E-Commerce environment, and (iii) certain technical requirements to fulfill the
 present and future needs of the University over the period of this contract;
 and

         WHEREAS, based on the results of NDC's review and analysis of the RFP,
NDC has prepared and delivered to the University a Proposal dated June 4, 1999,
which is attached hereto and incorporated herein as Exhibit 1 (the "Proposal")
setting forth representations including conclusions, recommendations, and
benefits regarding the E-Commerce environment and the sale of suitable Products
of hardware, software, and services and other related Products required to
provide the University with certain capabilities as specified in the RFP's
requirements and specifications for ongoing operations; and to further provide
the University with the capability and flexibility sufficient to handle its
current and reasonable anticipated growth over the period of this contract; and

         WHEREAS, on the basis of the representations contained in NDC's
 proposal, presentations, other printed material, correspondence, discussions,
 and in reliance upon the expertise of NDC in analyzing, designing, and
 developing E-Commerce solutions for institutions such as the University, the
 University desires to enter into a mutually beneficial relationship with NDC
 under the terms and conditions hereinafter set forth in order to facilitate the
 anticipated purchase by the University of certain Products and Services; and

         NOW, THEREFORE, in consideration of the inducements, mutual covenants
 and conditions herein contained, the parties agree as follows:

 1.0     TERM OF AGREEMENT.

         1.1. TERM. This Agreement shall become effective as of the day first
 written above and shall expire on December 31, 2001, unless terminated earlier
 as provided herein. This Agreement may be extended by either party for three
 successive one-year terms by giving notice to the other party at least sixty
 days prior to the end of the initial term or, as applicable, sixty days prior
 to the end of each successive one-year term.

         1.2. Termination for Convenience. The University may terminate this
 Agreement for convenience in whole or with respect to particular products
 offered by NDC herein; provided that notice is given by the University to NDC
 at least (60) sixty days in advance - In full discharge of any obligations with
 respect to this Agreement and such termination, the University shall pay NDC
 for all orders accepted by the University prior to the effective date of
 termination.




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         1.3. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The terms, provisions,
 representations and warranties contained in this Agreement that by their sense
 and context are intended to survive the performance thereof by either or both
 parties hereunder shall so survive the completion of performance and
 termination of this Agreement and any Order placed hereunder, including, but
 not limited to, the making of any and all payments due hereunder, confidential
 information, insurance, any rights and obligations conveyed by license and any
 cause of action that accrued prior to said termination.

         1.4. RIGHTS UPON ORDERLY TERMINATION. Upon termination or other
 expiration of this, Agreement, or any license or Order made hereunder, each
 party shall forthwith return to the other, or-, where applicable certify in
 writing the destruction of, all papers, materials and properties of the other
 held by such party and required to be returned by this Agreement or any license
 or Order hereunder. In addition each party will assist the other party in
 orderly termination of this Agreement or any Order and the transfer of all
 aspects hereof, tangible and intangible, as may be necessary for the orderly,
 nondisrupted business continuation of each party.

 2.0     DEFINITIONS.

         2.1 Acceptance Date. Acceptance date is the date on which the
 University has received delivery of the complete Order and has inspected such
 delivery for satisfactory and complete performance according to NDC's
 specifications and the applicable order.

         2.2 Component. A Component is any integral part of a "System", whether
hardware or software.

         2.3 Delivery Date. Delivery Date is the date by which all items and
 parts of the applicable Product(s) shall be delivered to the destination
 specified in the Order.

         2.4 Installation Date. The Installation Date is the date by which all
 items or parts of the applicable Product(s) shall be installed and prepared for
 Acceptance at the location specified in the Order.

         2.5 ORDER. An Order is any written request for any Product or Service
 issued on the University's Purchase Order pursuant to this Agreement.

         2.6 Preinstalled Software. Preinstalled Software is commercial software
products sold by NDC as part of a system installed prior to shipment.

         2.7 PRODUCT(S), Product is any Equipment, Software, Service,
 communications hardware or software, or Supply Item offered by NDC; "Software"
 includes any program, programming aid, routine translation, compiler,
 diagnostic routine, Operating System Software or Application Software; "Supply
 Item" includes any cards, paper, magnetic tape, compact discs, other magnetic
 storage media, and similar items that are used or required to operate the
 Products acquired by NDC or the University under this Agreement or any Order.

         2.8 RELATED ORDER(S). Related Order(s) is any Order(s) that is related
 to one or more other Order(s) where (i) either such Order specifies that the
 two or more orders are so related; or (ii) either such order specifies that one
 or more such Orders is conditioned or contingent upon the execution or
 performance of the other Order(s); or (iii) the Order(s) is for Products that
 are necessary to the reasonable or intended operation or use of any other
 Product ordered by the University within thirty (30) days before or after the
 date a University customer executes the other Order, or (iv) a change order
 which alters the conditions or specifications of any Order.

         2.9 Services. Services include any programming service, preventive
 maintenance, remedial hardware maintenance, software maintenance, consulting
 service, or support service or other service provided by NDC or its authorized
 representatives to the University.

         2.10 SPECIFICATIONS.  Specifications are the information, which fully
 describes the capabilities and functionality of the Product as set forth in any
 material provided by NDC including the documentation and user's manuals
 described herein.




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         2.11 System. A System is any collection or aggregation of two (2) or
 more components that is designed to function, or is represented by NDC as
 functioning or being capable of functioning, as an entity.

 3.0     GENERAL DESCRIPTION OF SCOPE OF SERVICES

         3.1 APPLICABILITY. This agreement is applicable to the procurement by
the University in any University designated site of any Products and Services
that are available or will be made available during the term of this Agreement.

         3.2 INTERRELATIONSHIP WITH ORDERS. This is a nonexclusive general
 procurement agreement for electronic transfer of orders that contemplates the
 future execution by NDC and the University of one (1) or more Orders. Each
 Order shall contain the minimum information agreed upon by NDC and the
 University and shall automatically be deemed to include, without the necessity
 of reference or incorporation, all the terms and provisions of this Agreement.
 All transactions between NDC and the University during any terms of this
 Agreement shall be governed by this Agreement and any applicable Order;
 provided that:

                  I.     The parties may otherwise agree in writing executed by
authorized representatives of both of them; and

                  II. Whenever the provisions of an Order conflict with the
 provisions of this Agreement, the provisions of the Order which have been
 mutually agreed upon by the parties in writing and which are not pre-printed as
 part of a form shall control and take precedence over the conflicting
 provisions of this Agreement, but only for purposes of such Order and, except
 for such Order, the terms and conditions of this Agreement shall not be deemed
 to be amended, modified, canceled, or waived. Conflicting template provisions
 belonging to either party shall be deemed deleted.


                 III. The University reserves the right to obtain any or all
 Supply items from sources other than NDC without effect to Maintenance and
 Performance Warranties, provided such supplies conform to manufacturer's
 specifications.


          3.3 Scope of Use. The scope of use by the University may be increased
 under this Agreement to include additional groups such as student purchases,
 staff purchases for personal use, or use by other entities. Reasonable advance
 notice will be given to NDC by the University that the University desires to
 increase the scope of use. Terms and conditions for any increase in scope will
 be renegotiated as deemed necessary and by agreement of NDC and the University.

 4.0     RELATIONSHIP BETWEEN THE UNIVERSITY AND NDC

         4.1 NDC Visits to the University. NDC will, at NDC's expense, visit the
 University's designated location no less than once quarterly. NDC personnel
 will include, but not be limited to, product development specialists and/or
 other such technical specialists as requested by the University.

         4.2 University Visits to NDC. The University will, at its discretion
 and expense, visit NDC facilities. NDC will make available, at NDC's expense,
 technical specialists as determined by the University and NDC to discuss NDC's
 technical strategic direction. Such visits would be subject to non-disclosure
 provisions executed by the University in conformance with the Minnesota
 Government Data Practices Act. Such visits may include NDC's development
 laboratory so that the University, may participate in product development
 discussions.




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         4.3 NDC PERSONNEL REMOVAL FOR CAUSE. Certain individuals will have
 access to the University's plans and confidential information as a requirement
 for fulfilling their duties, and the University will become dependent on these
 individuals for advice and expertise ("Key NDC Personnel") The University may
 require NDC to immediately remove Key NDC Personnel from University projects
 for the violation of the terms and conditions of this Agreement including the
 violation of the University's policies, rules and regulations, violation of
 Local, State, Federal or Municipal statutes, or where said individual is
 engaged in activities that could be detrimental to the University or University
 Personnel. The University's sole liability to NDC when NDC Personnel are
 removed under the provisions of this paragraph will be for the payment of valid
 invoices submitted to the University by NDC covering the period of time of the
 University notifying NDC to remove said personnel.

         4.4 No Effect on Warranty. The University's selection, use (or nonuse)
 of its rights and remedies regarding Personnel shall not affect in any way NDCs
 responsibilities, liabilities, or warranties under this Agreement."

         4.5 SITE RULES AND REGULATIONS. NDC and its employees and agents, while
 on the University's premises, shall comply with the University's site rules and
 regulations.

         4.6 PREFERENTIAL SCHEDULING. In determining the availability of a
 Product or replacement Product, if necessary to meet the University's
 requirements or replace damaged Product(s), NDC shall provide reasonable best
 efforts to expedite and allocate to the University the next available Product
 at NDC's facilities, superseding to the extent permitted by law all other
 delivery commitments and schedules.

         4.7 NEW TECHNOLOGY REPLACEMENT. The University and NDC recognize that
 NDC will market new Products ("New Technology") that are designed to enhance or
 replace Products provided for in this Agreement. To accommodate each party's
 requirements, NDC agrees to include New Technology as part of its Product
 offerings within the terms provided for in this Agreement. The University's
 acquisition of New Technology will be included in any pricing discounts for
 Product or Purchase volumes stated within this Agreement.


         4.8 INDEPENDENT OBLIGATION OF NDC TO CONTINUE PERFORMANCE. Because of
 the critical importance of the obligations undertaken by NDC hereunder to the
 operations of the University and the substantial expertise (not otherwise
 possessed by the University) which NDC has represented it will utilize in
 connection with the fulfillment of its obligations and the reliance of the
 University on such expertise for the fulfillment of its business processing,
 NDC assumes an independent obligation to continue performance of its
 obligations hereunder in all respects regardless of any dispute which may arise
 between the University and NDC in connection with any claims by NDC that the
 University has materially breached its obligations hereunder. Such independent
 obligation shall continue for ninety (90) days from the date upon which the
 University receives written notice of such alleged breach from NDC. NDC
 undertakes this independent obligation without prejudice to any rights or
 remedies it may otherwise have in connection with any dispute between NDC and
 the University.

         4.9 TRADE-IN OF PURCHASED EQUIPMENT. NDC will accept trade-ins of
 previously purchased equipment with the purchase of new equipment. Trade-in
 values, if any, will be determined by agreement between NDC and the
 University.

        4.10 TIME LINE FOR UNIVERSITY E-COMMERCE ENVIRONMENT AND CONTRACT
 CONDITIONS - NDC WILL USE, best efforts to complete the following time line
 projects in accordance with a mutually agreeable timeline:

                  4.10.1 Phase I is to be completed no later than thirty (30)
 days following the execution of this Agreement and consists of the following:

                           Automatic notification (from University to NDQ of
approved purchase orders, with funds committed, for departmental computer sales.
This notification will inform NDC that release of the order from NDC's web site
is authorized and NDC should ship Order.

                  4.10.2 Phase II is to be completed not later than one hundred
 and eighty (180) days following the execution of this Agreement and consists of
 the following:




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                          1.      Open Buying on the Internet (OBI) solution;

                          2.      Automatic notification of NDC Shopping Cart
 information to the University to feed the University's electronic purchase
 order and approval system.

                  4.10.3 Phase III is to be completed no later than three
 hundred and sixty five (365) days following the execution of this Agreement and
 consists of the following:

                          Electronic funds Transfer (EFT) for invoice payment of
 the E-Commerce purchases.  Reasonable terms and conditions of EFT will be
 negotiated by representatives of NDC and the University at such time as is
 reasonable during the development of this Phase.

                  4.10.4 NDC will provide regular progress reports to the
 University summarizing progress made under each Phase.

         4.11 PRODUCT LISTING RIGHTS. NDC will regularly inform the University
 of additions, deletions, and changes in products listed on their E-Commerce Web
 page. The University will have the right to request additions, deletions and
 changes of these listings necessary to maintain the integrity of products
 supplied to the University. NDC, upon receipt of such request, will use best
 efforts to fulfill these requests within forty-eight (48) hours or less.
 Requests must be authorized by designated University personnel. For purposes of
 this provision, the designated individual from the University is

 Dr. Shih-Pau Yen
 190 Shepherd Laboratories
 100 Union Street, S.E.
 Minneapolis, MIN 55455
 Telephone: (612) 624-8865
 Facsimile: (612) 625-6817

 The University agrees to provide NDC notice of any change of its designated
 individual.

         4.12 Capacity. NDC will maintain capability within their system to
 expeditiously handle the number of orders entered by the University community
 throughout the term of this agreement.

         4.13 UNIVERSITY COLLEGES. NDC will maintain the capability to customize
 product availability to meet the needs of differing and specific colleges
 within the University.

         4.14 PRICE SPECIALS. Within the PARAMETERS APPROVED BY THE UNIVERSITY,
 INCLUDING, BUT NOT, LIMITED to advance notice, NDC will roll-out SPECIAL
 PRICING TO THE UNIVERSITY COMMUNITY VIA E-MAIL lists provided by the
 University. The University retains the right to accept or reject products
 offered as specials or promotions.

         4.15 E-mail Lists. Under no circumstances, will NDC provide, sell, lend
 or give E-mail lists supplied to NDC by the University to any other business,
 entity, organization, group, persons or person.

         4.16 Reports. NDC shall provide to the University quarterly reports
 which will include but not be limited to total number of transactions under
 this Agreement, total dollars in transactions, list of categories being
 purchased, leading ten (10) products for each category including cost for each
 Product or range of costs for each Product.

 5.0     ORDER INFORMATION AND PROCEDURES

         5.1  Order Information. Each Order hereunder shall be transmitted
 electronically, using the Internet and such systems as developed between the
 University and NDC. Each Order will contain at the least:

                  a.      a complete list of the Products covered by the Order
 specifying the quantity, type and model number, SKU number, and description for
 each;




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                  b. University's price for each Product; any additional charges
 and costs, including without limitation, non-standard services and special
 features, the total amount payable by the University.

                  c.    the location at which the Products shall be delivered
 and, if different, the location at which the Products shall be initially
 installed or used;

                  d.      any non-standard site specifications for the Product;

                  e.      the Delivery Date for the Products and, if applicable,
any interim delivery schedule;

                  f.      if requested, the Installation Date for the Products;

                  g.      the maintenance -,schedule for the Products, if
applicable;

                  h.      any special terms and conditions agreed upon by NDC
and the University.

         5.2 ORDER ACCEPTANCE. NDC agrees to notify the University (e-mail is
 not considered a writing, for the purposes of timely communication under this
 paragraph; fax notification, however, is considered a writing) if NDC does not
 accept the Order as submitted by University within two (2) days of receipt of
 order. NDC shall have the right to reject any Order for failure of the
 University to: (i) provide all ordering information required by this Agreement
 on said Order; or (ii) correctly state prices or other amounts on the Order; or
 (iii) allow reasonable time for NDC to manufacture, ship, supply, or install
 the Product requested in the statement of dates on the Order; or (iv) NDC
 recognizes the Order will not function as described on the Order. If the Order
 is not accepted, NDC shall detail in writing to the University its reasons for
 such rejection and shall indicate the modifications necessary to make the Order
 acceptable to NDC. Acceptance of any Order by NDC will bind NDC to honor dates,
 amounts and other ordering information shown on the Order, including
 supplemental provisions contained therein unless otherwise agreed upon.

         5.3 EFFECTIVE DATE OF ORDER. The effective date of an Order shall be
 the date upon which the Order is accepted by the later of NDC or the University
 without modification or amendment.

         5.4 UNIVERSITY ORDER AUTHORITY. Each Order placed hereunder shall be
 considered authorized by the appropriate authority when transmitted
 electronically to NDC. The University reserves the right to refuse delivery or
 cancel an outstanding order, regardless of order cancellation terms stated in
 this Agreement, if it is determined that NDC accepted an order outside the
 process stated herein.

         5.5 ORDER CANCELLATION. An Order for Products or Services may be
 canceled under any of the following circumstances: (i) an Order for Equipment
 may be canceled up to seven (7) days prior to its Delivery Date (ii)
 University may cancel and terminate any Order for maintenance, support or
 similar service at any time upon thirty (30) days, prior written notice to NDC
 provided Service has not begun. Upon cancellation and termination by
 University, University shall have no liability for any payments, costs or fees
 accruing after the termination date; provided, however, that University shall
 comply with its obligations, if any, relating to the return or redelivery of
 the applicable Products to the University.

         5.6 SHIPMENT. NDC WILL be responsible for payment to the shipper. Title
 of all ordered products will be passed to the University upon delivery to
 the exact address stated on the Order.

 6.0     EQUIPMENT

         6.1 NEW BUILD EQUIPMENT WARRANTY. NDC hereby represents and warrants to
 University that unless specifically noted and agreed on the Order, as of the
 Acceptance Date for any Equipment purchased by or provided to University
 pursuant to this Agreement, such Equipment shall be: (i) new and of original
 use; and (ii) not


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refurbished, reworked, rebuilt or repackaged. Notwithstanding the foregoing, NDC
may offer to the University such "specials" which may be in contradiction
thereof, with advance notice to the University as provided in 4.14.

         6.2 MAINTENANCE TO BE PROVIDED. An order for maintenance may be
 specified within the Order for equipment or issued as a separate, Related
 Order. Such maintenance will maintain the stated equipment in good operating
 condition.

         6.3 ELECTRICAL POWER AND AIR CONDITIONING.  Failure of electrical power
 or air conditioning shall not be considered as cause to invalidate any
 warranties by NDC, nor constitute University noncompliance with Product
 Specifications.

 7.0     PRODUCT RETURNS. The University and its customers shall be entitled to
 return Products to NDC as follows:

         7.1   Open Box. A nondefective Product in an opened box and which
conforms to the specifications of the Order is nonreturnable to NDC.

         7.2   Unopened Sealed Box. A nondefective Product in an unopened
 sealed box which conforms to the specifications of the Order may be returned
 within 14 days of receipt, subject to a fifteen percent (15%) restocking fee
 unless the order for such Product has been effectively canceled by the
 University. under Section 5.5, in which case no re-stocking fee will be
 charged. Return shipping of the Product to NDC is the responsibility of the
 University and original shipping charges, if any, will not be refunded;
 provided, however, that return shipping will be the responsibility of NDC and,
 original shipping charges, if any, will be refunded, in the event the
 University effectively canceled the order for such products under Section 5.5.

         7.3   Defective/Non-Conforming Product. Any Product that is claimed
 by the University or its customer to be defective or which does not conform to
 the specifications of the Order may be returned within 14 days of receipt with
 no restocking fee so long :; as the Product is actually defective or does not
 conform to the specifications of the Order. Defective Products and/or Products
 which do not conform to the Order will be replaced or the Order for such
 product may be cancelled at the University or University customer's request .
 Return shipping, of actually defective or non conforming Product to NDC within
 said 14 day period is the responsibility of NDC. A call tag will be issued via
 UPS to pick up the defective and/or non-conforminor Product. UPS will pick up
 the defective Product at the address originally shipped to. NDC will inspect
 Product that is claimed to be defective and or non-conformina upon arrival at
 its warehouse. If the Product is found to be defective and/or non-c on forming,
 the University's account will be appropriately credited within 14 days of
 arrival of the returned Product to NDC's warehouse. If the Product is found not
 to be defective or non-conforming, the University will be appropriately billed
 for the return shipping and a 15% restocking; fee. In such event; original
 shipping charges, if any, will not be refunded.

         7.4   Return Procedure. In order to return a Product, the University or
 its customer must contact a NDC customer service representative and obtain a
 Return Merchandise Authorization number ("RMA#"). All returned product must
 have an RMA# for it to be accepted. The University's account will be
 appropriately credited within 14 days of arrival of the returned product in
 NDC's warehouse.

 8.0 WARRANTIES AND REPRESENTATIONS. The University and NDC recognize and agree
 that NDC is not a Software or Product manufacturer or publisher and accordingly
 offers no warranties on the quality or workmanship of Software or Products sold
 to the University under this Agreement except for the warranties provided by
 the Software or Product manufacturer or publisher and except as may be provided
 in this Agreement.

         8.1   COMPONENT AND CONFIGURATION WARRANTY.

                  8.1.1   COMPATIBILITY WARRANTY. Unless the applicable Order
 specifically indicates otherwise, NDC warrants that all Products acquired
 pursuant to an order shall be both data, program,




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 and communications compatible to all other Products acquired pursuant to such
 Order and to any Related order. NDC will review each University Order as to
 completeness and will notify the University as to any inaccuracies or known
 deficiencies or incompatibility with a Related Order.

                  8.1.2 CONFIGURATION WARRANTY. Unless the applicable Order
 specifically indicates otherwise, NDC warrants that the product list for such
 Order for a configuration of components, intended to work together as a system,
 will be compatible, one Product with another. NDC will notify the University if
 such Order is incomplete or contains incompatible components or peripherals.

         8.2 ADDITIONAL COMMITMENTS AND WARRANTIES. Any written commitment by
 NDC under the terms of any Order or of this Agreement shall be binding upon NDC
 whether or not incorporated into said Order or this Agreement. For purposes of
 this Agreement, a commitment by NDC shall include: (i) prices and options
 committed by NDC or its agent to remain in force during the term of this
 Agreement, (ii) any warranty or representation made by NDC or its agent in a
 written proposal to the University as to Product performance, total System's
 performance, or any other physical, design, or functional characteristics of
 any equipment, Software, System, or other Product; (iii) any written warranty
 or representation made by NDC or its agent concerning the characteristics or
 items described in above, made in any literature, descriptions, drawings or
 specifications accompanying or referred to in a proposal or presentation to the
 University; and (iv) any modification of or affirmation or representation as to
 any of the above which is made in writing by NDC or its agent in the course of
 negotiations or during & term of this Agreement whether or not incorporated
 into a formal amendment to the proposal; and (v) any representation by NDC or
 its agent in a written proposal, in supporting documents or in negotiations
 subsequent thereto as to training to be provided, services to be performed,
 prices and options committed to remain in force over a fixed period of time, or
 any other similar matter regardless of the fact that the duration of such
 commitment may exceed the duration of this Agreement.

         8.3 Warranty of Title. NDC warrants that it shall have, as of the date
 of each order, as of the Delivery Date of each Product thereunder, and
 throughout any applicable license term thereunder, including any renewals or
 extensions thereof, free and clear title io, and the right to possess, use,
 sell, transfer, or assign, license, or sub license, any and all Products that
 are sold, licensed or otherwise provided to the University by NDC pursuant to
 such Order. Except as permitted in this Agreement, or in an Order, NDC shall
 not create or permit the creation of any lien, encumbrance, or security
 interest in any Product licensed to the University, or sold to the University
 and for which title has not yet passed to the University, without the prior
 written consent of the University. Title to any Product purchased by the
 University hereunder shall pass to the University upon delivery to the exact
 address on the order for the applicable Product unless the Order specifies that
 title shall pass to the University at some other time. Passing title to any
 Product shall not constitute acceptance on the part of the University.

         8.4 GOOD AND WORKMANLIKE MANNER. NDC warrants all services performed
 under this Agreement pursuant to any extended service plan offered by NDC will
 be performed in a good and workmanlike manner.

         8.5 Warranty of Past Success. NDC warrants the Products have been
 installed and are operational in a production capacity at similar user sites.

         8.6 WARRANTY, OF SUPPLIER CAPABILITY. NDC warrants that it is
 financially capable of fulfilling all requirements of this Agreement, that
 there are no legal proceedings against it that could threaten performance of
 this Agreement, that the Supplier is a validly organized entity to enter into
 the agreement. Further, NDC is not prohibited by any supplier loan, contract,
 financing arrangement, or any other such constraint from entering into this
 Agreement.

         8.7 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES MADE OR
 REFERENCED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES,
 EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING
 WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
 PARTICULAR PURPOSE.




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         8.8 WARRANTY OF SECURE E-COMMERCE ENVIRONMENT. NDC warrants that the
 E-Commerce environment it maintains is secure and that it uses state of the art
 technology for among other things: user and system authentication, fraud
 prevention and detection, user privilege restriction, intellectual property
 protection, privacy and confidentiality preservation, service continuation and
 restoration, data integrity preservation, and information security management.

 9.0     MAINTENANCE, SERVICE, AND SUPPORT OF PRODUCTS. NDC shall provide
 service, and support for all Products provided under this Agreement.

 10.0    SOFTWARE.

         10.1 SOFTWARE TO BE PROVIDED. The terms and conditions of the
 University's use of all Software provided by NDC under this Agreement shall
 be as specified in this Agreement and in the applicable order. The University
 shall receive a license (or where, applicable, an assignment of license) from
 NDC providing for the University's use of such Software on terms and conditions
 that are not inconsistent with this Agreement and the applicable Order. Each
 Software Order and license shall be deemed to be a Related Order to the Order
 or Orders that govern the acquisition by University of the Equipment for which
 the Software is used.

         10.2 Grant of License. NDC shall grant (or assign to) the University,
 its agents, servants, contractors and assigns the right to utilize any Software
 delivered by NDC during the term of this Agreement, on or in connection with
 any CPU worldwide that is utilized by the University to fulfill the
 University's data processing needs; provided such use does not exceed the scope
 specified on the Order. The University shall have a perpetual, irrevocable
 license for unlimited use of such Software.

         10.3 Warranty. NDC warrants that, all Software supplied hereunder shall
 conform to all published Software Specifications*and developer warranty.

 11.0    UNIVERSITY'S COMPUTER REPAIR SERVICES

         NDC acknowledges that the University's Computer Repair Services ("CRS")
 is an authorized computer repair service provider for various Products to be
 sold under this Agreement. NDC agrees to use best efforts to refer incoming
 service calls from University customers regarding such products to CRS. Use of
 CRS shall not be deemed to abrogate any warranties, representations, or
 obligations of NDC under this Agreement.


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 12.     TRANSPORTATION AND DELIVERY.

         12.1 SPECIAL DUTIES OF NDC. The Products shall be shipped UPS Ground
 freight prepaid by NDC to the University's site, as indicated in the applicable
 Order, it being expressly agreed that NDC will pay for all UPS Ground shipping
 for Products under this Agreement. Expedited shipping services will incur
 additional transportation charges to be prepaid and added to the invoice.. NDC
 shall assume full responsibility for dealing with carriers to ensure delivery
 of shipments, locate missing or late shipments, resolve billing for
 transportation charges, and submit and resolve all insurance claims arising
 form damage to its shipments. NDC shall be responsible for direct payment of
 carrier invoices. Such Products shall be crated and packed in materials,
 pursuant to procedures, meeting or exceeding the Product manufacturer's then
 current standards for comparable components.

         12.2 PAYMENT OF CHARGES. Subject to the provisions herein,
 actual transportation charges on Products both from and to NDC's plant or
 warehouse are to be prepaid by NDC. NDC will pay the cost of transportation for
 products (i) shipped for mechanical replacement purposes; (ii) removed as a
 result of Product failure, whether for convenience of NDC or pursuant to a
 demand by the University as provided herein; or (iii) removed as a result of
 default by NDC in any of its obligations under this Agreement or the Order.

         12.3 DELIVERY. Supplier shall deliver all Products on the dates
 and at the locations specified. All orders for delivery will be considered as
 ordered for "Inside Delivery", and all orders will specify same. Handling,
 shipping and unloading of the Products shall meet or exceed the manufacturer's
 then current standards for comparable components. The NDC E-commerce Website
 will state if Product is in stock. If Product is not in stock, the E-commerce
 site will state the estimated delivery date.

         12.4 STAGED DELIVERY AUTHORIZATION. Under staged orders, NDC may not
 deliver any Product more than the (10) days prior to the specified Delivery
 Date without receipt of written consent form University. The University and NDC
 may mutually agree in writing to change any Delivery Date, in which event all
 other dates listed in the Order shall remain unchanged unless specifically
 adjusted by written agreement of NDC and the University. The University may, at
 its discretion, designated an order or orders for staged delivery with
 specified delivery dates. Such staged orders shall be managed by NDC
 accordingly. The University may delay and Delivery Date for not more than
 thirty (30) days by providing prior written notice to NDC not less than fifteen
 (15) days prior to the Delivery Date provided the Order has not already been
 shipped; if such delay stated herein, all other dates, including any


<PAGE>   11


 Installation Date, shall be delayed by an equivalent period, unless otherwise
 agreed in writing by NDC and the University.

         12.5 DELIVERY OF ALL ITEMS. No Product under any Order shall be deemed
 to be "delivered" hereunder unless and until all Products including all items
 necessary for the operation thereof required by the Order to be delivered by a
 specified date have in fact been delivered as required in the Order.

         12.6 NOTICE OF CHANGE OR DELAY. NDC shall notify the University in
 writing in advance of any delay in delivery or change of delivery location when
 such delay or change becomes apparent to NDC. Unless the University is so
 notified and grants its written approval to NDC for such delay or change, the
 University may, at its sole option, suspend or terminated the Order (s)
 affected, and any Related order not yet shipped.

         12.7 DELIVERY AND INSTALLATION DELAY REMEDIES. If any Product purchased
 by the University pursuant to this Agreement is not delivered by the Delivery
 Date specified or if installation is ordered, is not installed by the
 Installation Date, the University may, at is sole discretion, either: (I)
 cancel any Product that has not met the agreed upon Delivery or Installation
 date without regard for delayed or back-ordered Products, and (ii) as an
 alternative remedy for delayed or back-ordered Products, and not withstanding
 the terms of the Agreement as to the University default rights, NDC may, upon
 mutual agreement, temporarily install non-conforming Products of equal or
 greater capabilities until the University order can be fulfilled as written.
 NDC will pay all costs associated with the temporary installation including
 transportation, installation, and any environmental requirements differing form
 the originally ordered Products. Any costs associated with de-installation
 and/or return of the canceled Product will be borne by NDC. The University's
 right to cancel Products under this Paragraph shall not preclude the University
 from enforcing any remedies that may be available to the University in this
 Agreement.


 13      SITE PREPARATION AND INSTALLATION.

         13.1 INSTALLATION. For an additional charge as shown on Exhibit 3, when
 the order specifies installation by NDC, if the University has prepared the
 installation site to satisfy NDC's minimum specifications by the time specified
 in the Order, NDC shall cause the applicable Products to be installed and
 prepared for normal operation by the agreed upon Installation Date specified on
 the Order. Unless otherwise indicated, NDC shall install and prepare the
 Products for normal operation during the normal working hours of the NDC's
 personnel at the University's site location. If the University requests that
 installation or preparation of the Products occur during other hours, the
 University shall reimburse NDC for any overtime, shift differential or similar
 costs actually incurred by NDC in accommodating such request; provided,
 however, that no additional charges shall be paid by the University if NDC must
 provide overtime or multiple shift staffing in order to meet the agreed upon
 applicable Installation Date hereunder. Normal Operation shall be understood to
 mean that, Products are operating according to any written or published
 specifications distributed by NDC.

         13.2 Early Installation and Operation. If the Products are certified by
 NDC to be ready for Installation and Operation prior to the agreed upon
 Installation Date specified in the Order, the University at its option, may
 elect to begin Operation and change the agreed upon Installation Date
 accordingly.

         13.3 Delay of Installation Date. At any time prior to the agreed upon
 Installation Date specified in the Order, the University, by written
 notification to NDC, may delay such date at no additional charge or penalty. If
 any such delay occurs in the Installation Date for any product, all subsequent
 dates specified for such Product and any related Product shall be delayed by an
 equivalent period, unless otherwise specifically agreed in writing by the
 University and NDC.

         13.4 Installation of All Items. No Product shall be deemed to be
 installed for purposes of this Agreement unless and until: (i) all Components
 of the Product specified on the order have also been installed in accordance
 with this Agreement; provided, however that the terms within this paragraph
 shall not apply to any such items for which a subsequent agreed upon
 Installation Date is specified; and (ii) any and all Products required by this
 Agreement or the Order or any Related Order to be installed on or before the
 same Installation Date have also been installed in accordance with this
 Agreement.

         13.5 NOTICE OF CHANGE OR DELAY. NDC shall provide the University with
 written notice of the reasons for and anticipated duration of any delay in
 installation within two (2) business day after such delay becomes known to NDC.
 Neither the delivery of such notice by NDC nor the acceptance of such notice by
 the University shall affect the University's rights or NDC's obligations
 pursuant to this Agreement.




<PAGE>   12


 14. INSURANCE AND RISK OF LOSS. NDC and the University agree to defend, hold
 harmless and indemnify each other, their officers, agents and employees,
 against all claims for loss or damage to property or injury or death to persons
 arising from or connected with their performance of their obligations under
 this agreement. NDC must provide and maintain during the contract period the
 following insurance limits and types:


<TABLE>
<S>                                        <C>
 General Liability:

 General Aggregate (Per Project)           $2,000,000
 Product/ Completed Operations             $1,000,000
 Personal & Advertising Injury             $1,000,000
 Each Occurrence                           $1,000,000
 Fire Damage                               $50,000
 Medical Expense                           $5,000

 Automobile Liability:

 Combined Single Limit                             $500,000

 Umbrella Liability: N/A

 Workers' Compensation:           Statutory
         Each Accident                             $100,000
         Disease - Policy Limit                    $500,000

 Disease - Each Employee                   $100,000
</TABLE>


 Errors and Omissions or Professional Liability insurance in an amount not less
 than $1,000,000 Each Claim and $3,000,000 Each Occurrence if applicable.

 Primary Additional Insured: Regents of the University of Minnesota

 Notice of Cancellation: 60 days

 Additional Comments:  Certificate of Insurance must be provided with the above
 limits and naming the "Regents of the University of Minnesota" as additional
 insureds.



 A certificate of insurance evidencing the foregoing coverages must be provided
 prior to inception of the contract period, and renewals of coverages provided
 by certificate prior to policy expiration. (Wherever feasible or indicated we
 recommend $1,000,000 CSL (Combined Single Limit) per occurrence limits for
 comprehensive general liability.)

 In lieu of the Commercial General Liability Policy, NDC may maintain an Owner's
 and Contractor's Protective Liability Insurance Policy.

 15.     CHARGES, INVOICES, PAYMENTS AND AUDITS

         15.1 PRICING DISCOUNTS. The price NDC will charge the University for
 Products and Services covered by this Agreement shall be on a "cost plus" basis
 more fully described on the Pricing Matrix, shown on Exhibit 3, attached hereto
 and made a part hereof.




<PAGE>   13


         15.2. MARKETING AND PROMOTIONAL FEE. The University shall receive from
 NDC at end of every three (3) months a marketing and promotional fee in an
 amount equal to 2% of the gross amount of all Products and Services sold to
 the University under this Agreement during the preceding three (3) month
 period.

         15.3 Charges. The University will determine the applicability of
 charges by the following criteria: (i) no Product or Service shall be deemed to
 be accepted by the University and the University shall have no obligation to
 NDC for any payment unless and until the Product or Service has been delivered
 and accepted by the University as fully operable; (ii) the University shall not
 be billed or liable for any charges or expenses other than those charges or
 expenses stated and expressly authorized in this Agreement or on an order;
 (iii) unless otherwise specified in the applicable Order, charges payable by
 the University pursuant to an Order shall apply and be calculated from the
 Delivery Date for the applicable Product or 30 days following receipt of
 invoice, whichever is later.

         13.4 REDUCTION BEFORE SHIPMENT. If NDC's published price for any
 Product is less than the price set forth in the University's order for the same
 on Product's Ship Date, then the University shall have the benefit of the
 lesser published price for such Product.

 15      Increase of Price.

                  15.5.1 PRODUCTS. Unless otherwise agreed in writing by the
 University, NDC shall not, increase the price of a Product once an Order has
 been placed by the University or University customer.

                  15.5.2 SERVICES. Unless otherwise agreed in writing by the
 university, NDC shall not during the effective term of this Agreement increase
 the prices for any applicable services provided by NDC during any consecutive
 twelve (12) month period by more than five percent (5%). Notwithstanding any
 other term of this Agreement or any Order, the University may terminate any
 Order on which NDC has notified the University of a Service price increase by
 providing written notice of such termination to NDC up to thirty (30) days
 after the University receives such notice.

         15.6 INVOICING STANDARDS. NDC shall render one (1) copy of an invoice
 not later than the month following the month for which the charges in the
 invoice accrue. Provided that the amounts covered by the invoice are in fact
 due and payable by the University hereunder, each invoice shall be paid within
 thirty (30) days of receipt by the University, or within thirty (30) days of
 receipt of product by the University, whichever is later. Invoices shall
 differentiate the costs between tangible and non-tangible products on the
 invoice, and include as a minimum: (i) type and description of Product; (ii)
 purchase order number; (iii) basic charge for each Product; (iv) other charges
 as applicable; (v) total charges; (vi) other detail required by the applicable
 order, and (vii) serial numbers for all equipment that carries a serial number.

         15.7 Delivery of Invoices. Invoices shall be delivered to the
 University as instructed on the Order. The University does not have central
 billing, so it is the responsibility of NDC to direct the invoices to the
 ordering department within the University and it is the responsibility of the
 University to include such address on each order.

         15.8 CREDITS. Any credits due the University may be applied by the
 University against NDC's invoices with appropriate information attached. Any
 credits due the University that are not so applied against NDC's invoices for
 any reason shall be paid to the University Department credited or refunded (at
 the University's option) by NDC within thirty (30) days after NDC's receipt and
 confirmation of the University's written request for such Payment. At no time
 shall NDC credit a different department than the ordering department that
 received the Credit. The University will not be responsible for having accepted
 a credit made to other than the original Ordering department to which the
 credit was applied.

         15.9 The University may use the Products acquired hereunder for such
 purposes and functions as may be necessary or convenient, and the University's
 use of the Products shall not be restricted to any particular purpose or
 function.




<PAGE>   14


 16.0    RESOLUTIONS OF DISPUTES.

         16.1 Resolution of Disputes of Invoices. If the University disputes any
 amount on any NDC Invoice, the University and NDC agree to use all reasonable
 efforts to resolve such dispute within five (5) days after the University
 provides written notification of the dispute to NDC. Both parties agree to
 provide full supporting documentation concerning any disputed amount or invoice
 within five (5) days after written notification of the dispute. Provided that
 one party furnishes written notification of the dispute to the other party
 within thirty (30) days, neither party shall have any obligation, during the
 sixty (60) day period specified above, to pay any amount that remains in
 dispute.

         16.2 Escalation. Disputes arising out of or relating to this Agreement
 shall first be discussed by Buyer level personnel of NDC and the University.
 Any dispute that cannot be resolved in ten (10) days at the Buyer level shall
 then be discussed by the Vendor Performance Coordinator of the University and
 by Director level by NDC. At such time the University's Vendor Performance
 Program procedures will be followed.

 17.0    INDEMNIFICATION.

         17.1 Mutual Indemnification. Each party shall, at its sole expense,
 indemnify and hold harmless the other, including its assigns and its officers,
 directors, employees, agents, and servants from and against any and all direct
 losses, damages, injuries, causes of action, claims, demands and expenses
 (whether based upon tort, breach of contract, patent or copyright infringement,
 failure to pay employee taxes or withholdings, failure to obtain workmen's
 compensation insurance, or otherwise), including reasonable legal fees and
 expenses, of any kind or nature arising directly out of or on account of, or
 resulting from, any intentional or negligent act or omission of, or default in
 the performance of its obligations pursuant to this Agreement or any Order. IN
 NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL OR
 CONSEQUENTIAL DAMAGES OF ATNTY TYPE OR NATURE.

         17.2 Notice. Each party hereunder shall give the other party prompt
 notice of any claim or liability hereby indemnified against by such other party
 and thereupon such other party shall be entitled to control, and shall assume
 full responsibility for, the defense of such matter. The indemnities contained
 herein shall not be deemed to be a waiver of or in limitation of any other
 rights either party may have, including but not limited to rights of indemnity
 or contribution.

         17.3 INTELLECTUAL PROPERTY INDEMNITY. NDC warrants that each Product
 furnished by NDC hereunder, including without limitation each Component and
 System and any unit or part thereof, and any software, will not infringe upon
 or violate any patent, copyright, trade secret or any other proprietary right
 of any third party or contain the confidential information of any third party.
 If any claim by a third party against the University asserting or involving
 patent, copyright, trade secret or proprietary right violation involving any
 Product acquired by the University hereunder, NDC will defend, at its expense,
 and will indemnify the University against any loss, cost, expense, or liability
 arising out of such claim, whether or not such claim is successful; provided,
 however that NDC is notified by the University in writing within a reasonable
 time after the University first receives written notice of any such claim,
 action, or allegation of infringement. NDC shall have no liability for
 infringement to the extent that such claim is based on the use, license, or
 sale of the Product in combination with other products (including software) not
 furnished by NDC, use of the Product in a manner not allowed under any license
 granted to the University, or modification of the Product by the University,
 where without such combination, use or modification the claim would not have
 arisen.


         17.4 Use OF INFRINGING PRODUCTS. If an injunction or order shall be
 obtained against the University's use of any such Product by reason of the
 allegations, or if in NDC's opinion any such Product is likely to become a
 subject of a claim of infringement or violation of a copyright, trade secret or
 other proprietary right of a third party, NDC will, at its option and its
 expense; (i) procure for the University the right to continue using the
 Product; or (ii) replace or modify the same so that it becomes non-infringing
 (which modification or replacement shall not adversely affect the applicable
 specifications for, or the use or operation by the University of, the Product);
 or (iii) if the Product is purchased, and the other options stated are not
 practicable, repurchase the Product; or (iv) if the Product is licensed, and
 the other options stated are not practicable, remove such Product from the
 University's


<PAGE>   15


 site(s) and refund to the University any charges paid by the University, other
 than charges for license payments for any actual period of use by the
 University in excess of twenty-four (24) months, and release the University
 from any further liability under the applicable Order or other agreement.

         17.5 REMOVAL OF INFRINGING PRODUCTS DISCONTINUATION OF PAYMENTS. In no
 event shall the University be liable to NDC for any license or maintenance
 payments after the date, if any, THAT THE UNIVERSITY is no longer legally
 permitted to use the Product because of such actual or claimed' infringement.
 If removal or replacement of the PRODUCT IS REQUIRED OR UNDERTAKEN PURSUANT TO
 THIS Agreement, NDC shall use reasonable care in the removal or modification
 thereof and shall, at its own expense, restore the premises as nearly to their
 original condition as is reasonably possible.

 18.0     DEFAULTS AND REMEDIES.

         18.1 DEFAULTS BY EITHER PARTY. The occurrence of any of the following
 shall constitute a default:

                  18.1.1 Either party shall fail to pay when due any undisputed
 amount due hereunder and such failure shall continue for a period of sixty (60)
 days after written notice from one party to the other; or

                  18.1.2 Any representation or warranty made by either party in
 this Agreement or any Order to which it is a party shall prove to have been
 false or misleading in any material respect as of the date on or as of which
 the same was made; or

                  18.1.3 Either party shall fail to perform or observe any
 covenant, condition or agreement required by the Agreement or any Order to be
 performed or observed by it and such failure continues for thirty (30) days
 after written notice of one party to the other; or

                  18-1.4 If bankruptcy, receivership, insolvency,
 reorganization, dissolution, liquidation or other proceedings shall be
 instituted by or against either party or all or any substantial part of its
 property under any federal or state law, and such proceedings shall continue
 for sixty (60) days.

         18.2 REMEDIES OF EITHER PARTY. If a default by either party shall occur
 and be continuing, the other party shall have the following remedies except as
 set forth in Section 4. 8.

                  18.2.1 Terminate the applicable Order and, at their option,
 any Related Order or Change Order and redeliver any and all such Products to
 NDC, in the manner required by this Agreement or the Order for redelivery at
 the end of the Product's term, except that such return shall be at sole expense
 of the defaulting party; and

                  18.2.2 By written notice to the defaulting party declare the
 applicable order covering the Product to be terminated, without prejudice to
 either party's rights in respect to the obligations then accrued and remaining
 unsatisfied; and

                  18.2.3 Exercise any other right or remedy that may be
 available at law or in equity or in accordance with the Uniform Commercial
 Code.

         18.3 No Waiver. In no event shall the acceptance by the University, or
 the application by NDC, of any license, maintenance, or other credit pursuant
 to this Agreement or any Order be deemed to be a waiver by the University of
 any of its rights under this Agreement or such Order or at law or in equity.

         18.4     LIMITATION AND MITIGATION OF DAMAGES OF EITHER PARTY.
 Notwithstanding any other provision of this Agreement:

                  18.4.1 OTHER RIGHTS. A default by one party under one (1) or
 more Orders shall not affect the other party's rights under any one (1) or more
 other Orders not in default or under this Agreement; and

                  18.4.2 TIME TO CURE. In addition to the time periods specified
 herein, above, either party shall be permitted a period of thirty (30) days to
 cure any default; provided, however, that if the defaulting party has


<PAGE>   16



 commenced the curing of any default, other than a default in the payment of
 amounts due to be paid by one party to the other, within the thirty (30) day
 period so provided and the defaulting party is diligently and continuously
 pursuing the curing of such default, the thirty (30) day period shall be
 extended to permit the defaulting party to complete the cure. This Time to Cure
 clause does not alter Section 10.6 Notice of Change or Delay, which does not
 include 30 days to cure a default in Delivery Date.

                  18.4.3 MITIGATE DAMAGES. Both parties shall in all events be
 required to mitigate their damages. The University shall be entitled to receive
 as a credit against such damages the reasonable salvage, resale, or release
 value of the Products acquired by the University under the Order, and returned
 to, repossessed by, sold, or otherwise disposed of by ND6.

                  18.4.4 Consequential Damages. In no event shall either party
 be liable to the other for indirect, incidental, special, or consequential
 damages arising out of this agreement for the existence, furnishing,
 functioning, or the University's use of the work product, documentation or
 tools provided by NDC. The foregoing limitation of liability shall not apply
 to: (i) claims for damages in tort against either party; or (ii) claims for
 damages for which NDC ha~ indemnified the University.

 19.0 PROPRIETARY RIGHTS. Neither Party may advertise or promote using the name
 or description of the other Party (including, but not limited to, disclosing
 the existence of the Agreement), without in each instance the express written
 consent of the other Party.

 20.0    GENERAL PROVISIONS.

         20.1 Disaster Recovery. If any Product acquired hereunder is rendered
 inoperative as a result of a natural or other disaster or emergency (including
 major Product failure or breakdown and peak load conditions), NDC will make all
 reasonable efforts to supply or help locate back up or replacement Products. In
 such event, NTDC agrees to waive any delivery schedule priorities, to the
 extent reasonable or permitted by law, and, to the extent possible, to make the
 replacement Product available from the manufacturing facility currently
 producing such equipment or from inventory. Subject to this Agreement, the
 price for any replacement Product provided by NDC will be in compliance with
 this Agreement, plus shipment costs; provided, however, that if the
 non-operation is due to the negligence or fault of NDC, replacement equipment
 will be provided and delivered at no cost to the University. The University
 shall retain the right to accept or reject any offer by NDC to supply any
 emergency or backup Product or other equipment or service.

         20.2 Notice. Any and all notices permitted or required to be given
 hereunder shall be deemed duly given (i) upon actual delivery, if delivery is
 by hand; or (ii) u on receipt by the transmitting party of confirmation of
 receipt of a facsimile; or, (iii) upon delivery into the United States mail if
 delivery is by postage paid registered or certified return receipt requested
 mail. Each such notice shall be sent to the respective party at the address
 indicated below or to any other address as the respective party may designate
 by notice delivered pursuant to this Subparagraph or in any Order placed
 hereunder:

 If to NDC:                       IF TO THE UNIVERSITY:

 Gregory Appelhof                         Katharine Anderson, Technology Buyer
 NDC                                      Suite 560
 3100 W. Lake Street                      University of Minnesota
 Suite 400                                1300 South Second Street
 Minneapolis, NfN 55416                   Minneapolis, MN 55454
 Fax Number (612) 915-1133                Fax Number: (612) 626-0366

         20.3 NON-WAIVER. No term or provision of this Agreement or of any Order
 shall be deemed waived and no breach shall be deemed excused unless such waiver
 or consent shall be in writing and signed by the party claimed to


<PAGE>   17


 have waived or consented. No consent by any party to, or waiver of, a breach by
 the other, whether express or implied, shall constitute a consent to, waiver
 of, or excuse for any different or subsequent breach.

         20.4 PARTIAL INVALIDITY. If any term or provision of this Agreement, or
 of any Order shall be found to be illegal or unenforceable then,
 notwithstanding such illegality or unenforceability, this Agreement, and each
 applicable Order, shall remain in full force and effect and such term or
 provision shall be deemed to be deleted.

         20.5 PARAGRAPH HEADINGS. The Paragraph and Subparagraph headings used
 in this Agreement are for reference purposes only and shall not be deemed a
 part of this Agreement.

         20.6 COUNTERPARTS. This Agreement may be executed in one or more
 counterparts, each of which shall be deemed an original, but all of which
 together shall constitute one and the same instrument.

         20.7 SUBCONTRACTORS AND PARTNERS. NDC is responsible for the
 performance of any subcontractors, partners or any other entity represented by
 NDC in this Agreement.

         20.8 ENTIRE AGREEMENT - This Agreement, with its attachments, taken
 together with Orders and subordinate documents incorporated by reference in
 such orders, constitutes the entire agreement between the parties with respect
 to the subject matter contained herein and may only be modified by an amendment
 executed in writing by both parties.

         20.9 AMENDMENT. This Agreement shall not be modified, amended or in any
 way altered except by an instrument in writing signed by Vice President level
 personnel or their designees of the parties for that express purpose. All
 amendments or modifications of this Agreement shall be binding upon the parties
 despite any lack of consideration.

         20.10 COMPLIANCE WITH LAW. NDC agrees that it will comply with the
 provisions of all applicable federal, state, county, and local laws,
 ordinances, regulations, and codes in the performance of this Agreement
 including the procurement of permits and certificates where needed. NDC further
 agrees to indemnify the University for any loss or damage that may be sustained
 by reason of NDCs failure to comply with the aforementioned federal, state,
 county, and local laws, ordinances, regulations, and codes.

         20.11 GOVERNING LAW. The laws of the State of Minnesota shall govern
 this Agreement and any action to enforce this Agreement shall be brought only
 in Minnesota.

         20.12 PUBLICITY. Neither party shall use the name, trademark, trade
 name or other designation of the other party in any advertising, publicity or
 other promotional activity without the prior express, written permission of the
 other party.

         20.13 Order of Precedence. In the event of conflict between this
 Agreement, its exhibits, and any Orders the following order of precedence shall
 prevail:

 1.      The order, providing any changes to this Agreement made through an
 Order will only prevail for that Order and will not incur a change to this
 Agreement, its Exhibits or other Orders for the term of this Agreement.

 2.      This Agreement and its Exhibits
 3.      The Request for Proposal
 4.      The Proposal

 The parties have read this Agreement, understand it, and agree to be bound by
 it.





<PAGE>   18






 IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
 date first above written.

 VIRTUAL TECHNOLOGY CORPORATION
 d1b/a NET DIRECT CORPORATION
 INTERNATIONAL

 By:     /s/ Greg Appelhof
    ---------------------------


Greg Appelhof
-------------------------------
(print)


Its    President
-------------------------------
         Title


January 17, 2000
-------------------------------
Date


THE UNIVERSITY OF MINNESOTA


By:     /s/ Katharine Anderson
-------------------------------


Katharine Anderson
-------------------------------
(print)


Its  President
-------------------------------
         Title


January 20, 2000
-------------------------------
         Title