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                                                                   EXHIBIT 10.42



                               SERVICES AGREEMENT


                                     BETWEEN


                              SAFESKIN CORPORATION

                                       AND


                            PEROT SYSTEMS CORPORATION


                                      DATED


                                FEBRUARY 3, 1998




Perot Systems Corporation Proprietary and Confidential


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                               SERVICES AGREEMENT


           This Services Agreement, dated as of February 3, 1998 (the
"Agreement Date"), is between Safeskin Corporation, a Florida corporation
("Safeskin"), and Perot Systems Corporation, a Delaware corporation ("PSC").


                   Article I. Definitions, Agreement and Term


1.1        Definitions.  As used in this Agreement:

           (a)       "Existing Services" mean those information technology
                     services and functions described in Section 3.1 performed
                     by the Transitioned Employees, the Non-Transitioned
                     Employees, and the Safeskin IT Subcontractors immediately
                     prior to the Effective Date.

           (b)       "Pass Through Expenses" mean those expenses (which are not
                     PSC Direct Costs) to be paid in accordance with Section 5.5
                     (except as otherwise agreed by the parties as part of the
                     Service Transition Plan or otherwise) that are described in
                     Schedule 1.1(b) hereto and payments for services by
                     subcontractors hired by PSC in accordance with Section 2.5
                     other than any subcontractors for which Safeskin pays PSC a
                     Subcontractor Management Fee as defined in Section 5.1(g).

           (c)       "Project Services" mean information technology services or
                     resources that are different from, or in addition to, the
                     Services that PSC provides to Safeskin under Section 3.4.

           (d)       "PSC Direct Cost" means all costs, other than the
                     Pass-Through Expenses specified on Schedule 1.1(b) hereto,
                     incurred by PSC in the performance and provision of the
                     Services and certain of the Project Services pursuant to
                     this Agreement, as reflected in the profit and loss
                     statement for the PSC account supporting Safeskin, prepared
                     by PSC in the ordinary course of its business, and on a
                     basis consistent with the profit and loss statements
                     prepared by PSC for its other commercial accounts. PSC
                     Direct Costs shall not include any PSC corporate overhead.

           (e)       "Retained Expenses" mean those expenses to be invoiced to,
                     and paid by, Safeskin directly including those expenses
                     described in Schedule 1.1(e) and the expenses associated
                     with the Safeskin IT Subcontractors other than any of the
                     Safeskin IT Subcontractors for which Safeskin pays PSC a
                     Subcontractor Management Fee defined in Section 5.1(g),
                     unless the parties otherwise agree.

           (f)        "Safeskin IT Subcontractors" means the Safeskin
                      subcontractors listed in Schedule 1.1(f).




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           (g)       "Services" mean (i) prior to the Service Transition Date,
                     the Existing Services, and (ii) after the Service
                     Transition Date, those information technology services,
                     functions and responsibilities mutually agreed upon by the
                     parties and set forth in the Service Transition Plan.

           (h)       "Service Levels" mean the operational standards
                     specifically identified as service levels and set forth in
                     the Service Transition Plan, as adjusted from time to time
                     by the mutual agreement of the parties.

           (i)       "Service Transition Date" means the date on which the
                     parties mutually agree upon the Service Transition Plan as
                     described in Section 3.2(a) hereof, which date the parties
                     anticipate will be on or around the date that is 120 days
                     after the Effective Date.

           (j)        "Service Transition Plan" means the written plan described
                      in Section 3.2(a).

1.2        Other Definitions.  Other terms used in this Agreement are defined in
           the context in which they are used and shall have the respective 
           meanings there indicated.

1.3        Agreement. Safeskin will purchase all of its requirements for
           information technology services from PSC during the Term in
           accordance with the terms of this Agreement, except as otherwise
           specifically provided in this Agreement and except as the parties
           otherwise agree. Safeskin and PSC may agree to engage other resources
           when PSC does not have, or can not hire as an employee in a timely
           manner, the necessary expertise or resources to achieve the outcomes
           needed to advance Safeskin's business.

1.4        Term. The term of this Agreement will begin on February 3, 1998 (the
           "Effective Date") and will end on the fifth anniversary of the
           Effective Date (the "Initial Term") unless earlier terminated in
           accordance with the terms of this Agreement. The Agreement will
           automatically extend at the end of the Initial Term for consecutive
           two year renewal terms ("Renewal Terms") unless either party provides
           to the other party at least six months prior written notice that the
           Agreement will not be extended. The Initial Term and the Renewal
           Terms are collectively referred to herein as the "Term."


                      Article II. Management and Personnel

2.1        PSC Account Manager. PSC shall designate an individual to serve as
           its account manager ("PSC Account Manager"). The PSC Account Manager
           as of the Effective Date is Bob May. The PSC Account Manager (i) will
           serve as the principal point of contact for coordinating and managing
           the performance of PSC's obligations under this Agreement, and (ii)
           will be authorized to act for and on behalf of PSC with respect to
           all matters relating to this Agreement. PSC shall identify the
           candidate or candidates that PSC proposes to designate as the initial
           PSC Account Manager (or any candidate or 



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           candidates which may be proposed by PSC from time to time to fill any
           vacancies which occur), and Safeskin shall have the right to reject
           any candidate which Safeskin believes in good faith is not suitable
           for the position. If, during the Term, Safeskin is reasonably
           dissatisfied with the PSC Account manager, Safeskin shall so notify
           PSC in writing. If, after 30 days of such notice, Safeskin remains
           reasonably dissatisfied with the PSC Account Manager, then at
           Safeskin's request, PSC shall reasonably promptly replace the PSC
           Account Manager with an individual acceptable to Safeskin. In such
           event, PSC agrees that it will provide an interim PSC Account Manager
           in a timely manner and will work to provide a replacement for the PSC
           Account Manager within 45 days after the existing PSC Account Manager
           is removed. For the first 36 months during the Term, PSC shall not
           reassign the PSC Account Manager to another account of PSC without
           the prior written consent of Safeskin. PSC agrees that the PSC
           Account Manager will execute an agreement regarding securities
           trading in the form Safeskin requires its own employees to sign with
           such changes as the parties agree.

2.2        Safeskin Representative. Safeskin shall designate an individual to
           serve as its representative ("Safeskin Representative"). The Safeskin
           Representative (i) will serve as the principal point of contact for
           coordinating and managing the performance of Safeskin's obligations
           under this Agreement, and (ii) will be authorized to act for and on
           behalf of Safeskin with respect to all matters relating to this
           Agreement.

2.3        Employees.

           (a)        Transitioned Employees. As of the Effective Date and
                      thereafter during the Term, PSC may offer employment to
                      the Safeskin employees listed in Schedule 2.3(a) (those
                      employees listed in Schedule 2.3(a) who accept PSC's offer
                      of employment are referred to collectively as the
                      "Transitioned Employees") in accordance with PSC's
                      standard employment policies. The parties intend that,
                      with respect to those Transitioned Employees who accept
                      PSC's offer of employment as of the Effective Date, the
                      aggregate value of the compensation and employee benefits
                      package that the Transitioned Employees will receive from
                      PSC as of the Effective Date will be comparable in value
                      to the compensation and employee benefits package
                      (excluding Safeskin stock options) that they received from
                      Safeskin immediately prior to the Effective Date. Safeskin
                      will cooperate with PSC in connection with PSC making such
                      offers, and Safeskin will be responsible for any severance
                      obligations that Safeskin may have to its employees
                      including the Transitioned Employees. Safeskin will not
                      make any representations to the Transitioned Employees as
                      it relates to the terms of employment by PSC.

           (b)       Credit for Service. Transitioned Employees who accept PSC's
                     offer of employment as of the Effective Date shall receive
                     credit for their years of service with Safeskin for
                     purposes of the participation and vesting requirements of
                     any PSC employee benefits plans, including but not limited
                     to, any applicable, 401(k) retirement plan, stock purchase,
                     disability, medical, life insurance, dependent care or
                     other similar benefit plans, if any, offered by PSC to its
                     employees unless 



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                     prohibited by law or unless such credit would require an 
                     amendment to such plans.

           (c)       Pre-Existing Condition. PSC shall waive any pre-existing
                     condition exclusion in the PSC medical plan for all
                     Transitioned Employees who accept employment with PSC as of
                     the Effective Date.

           (d)        Non-Transitioned Employees. Safeskin will continue to
                      employ the Safeskin employees listed in Schedule 2.3(a)
                      who do not accept PSC's offer of employment (the
                      "Non-Transitioned Employees") to continue to perform the
                      functions performed by such Non-Transitioned Employees
                      immediately prior to the Effective Date. Safeskin agrees
                      that if any of the Non-Transitioned Employees leave the
                      employment of Safeskin that Safeskin will not replace such
                      Non-Transitioned Employee. Safeskin agrees that PSC will
                      manage the Non-Transitioned Employees and such management
                      will include PSC controlling the salary (including bonuses
                      other than Safeskin stock options) and performance reviews
                      of the Non-Transitioned Employees. If PSC is reasonably
                      dissatisfied with the performance of any of the
                      Non-Transitioned Employees, PSC will notify Safeskin in
                      writing. In such event, PSC will provide such
                      Non-Transitioned Employee with a written performance
                      improvement plan. PSC will monitor the performance of such
                      Non-Transitioned Employee against such plan. If PSC is not
                      reasonably satisfied with the performance of such
                      Non-Transitioned Employee within 30 days after the
                      delivery of such plan to such Non-Transitioned Employee or
                      if PSC is not reasonably satisfied at anytime during such
                      30 day period with the progress of such Non-Transitioned
                      Employee then, at PSC's request which will include the
                      reason and supporting documentation, Safeskin will
                      transfer such Non-Transitioned Employee from performing
                      the functions contemplated by this Section 2.3(d) to
                      another role within Safeskin. The parties agree that
                      Safeskin, in its sole discretion, will determine whether
                      such Transitioned Employee's employment should be
                      terminated.

           (e)       Confidentiality Agreement. PSC agrees that its employees
                     who are assigned to the Safeskin account will execute a
                     confidentiality agreement with Safeskin, the form of which
                     is attached as Schedule 2.3(e).

2.4        Management Committees. The PSC Account Manager will participate on
           Safeskin's officer level operating committees and will participate in
           all technology related decisions to the same extent that Safeskin's
           chief information officer would participate in such decisions.

2.5        Subcontractors.

           (a)       Management. PSC may use subcontractors to perform its
                     obligations under this Agreement. PSC shall manage such
                     subcontractors and the Safeskin IT Subcontractors. In the
                     event that Safeskin becomes dissatisfied with the



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                     performance or non-performance of any PSC subcontractor
                     utilized by PSC in connection with the performance of the
                     Services, Safeskin will notify PSC in writing of the
                     reasons for its concerns. Within 10 days after PSC's
                     receipt of such notice, the parties will meet to address
                     and attempt to resolve Safeskin's concerns.

           (b)        Responsibility. PSC and Safeskin may agree in writing
                      that, with respect to certain subcontractors (including
                      the Safeskin IT Subcontractors) that Safeskin will pay to
                      PSC the Subcontractor Management Fee. In such event, PSC
                      would be responsible for the performance of such
                      subcontractor with respect to which Safeskin pays PSC the
                      Subcontractor Management Fee as if it were an employee of
                      PSC unless the parties otherwise agree in writing. The
                      parties agree that PSC will have no liability for the
                      actions of the subcontractors including the performance or
                      non-performance of the subcontractors if Safeskin does not
                      pay PSC the Subcontractor Management Fee for such
                      subcontractors and the charges for such subcontractors are
                      paid by Safeskin as a Retained Expense or a Pass Through
                      Expense.

2.6        PSC Personnel. PSC agrees that it will provide to Safeskin reasonable
           opportunity to interview PSC employees who PSC anticipates will be
           permanently assigned to provide services to Safeskin for at least 3
           months and provide input to PSC regarding such PSC employees prior to
           placing them on the Safeskin account.

2.7        Restrictions on Hiring. Except as otherwise specifically provided in
           this Agreement, PSC and Safeskin each agree not to hire the other's
           employees with whom PSC or Safeskin came into contact in connection
           with the activities contemplated by the Agreement during the Term
           without the prior written consent of the other party. Notwithstanding
           the foregoing, after either party has notified the other party that
           the Agreement will not be extended or that the Agreement will be
           terminated, Safeskin may notify PSC that it wants to interview and
           offer employment to certain of the PSC employees. Within 30 days
           after receipt of such notice, PSC will identify up to 15% of the
           employees (the "Protected Employees") (other than the Transitioned
           Employees) to whom Safeskin will be prohibited from offering
           employment. During the Offer Period (hereinafter defined), Safeskin
           may offer employment to the PSC employees then providing services to
           Safeskin at its facilities on a full time basis other than then
           Protected Employees. The "Offer Period" is defined to mean (i) if the
           Agreement is terminated under Section 7.6, the 90 day period
           immediately prior to the termination of this Agreement, (ii) if this
           Agreement expires, the 90 day period immediately prior to the
           expiration of this Agreement, (iii) if this Agreement is terminated
           under Sections 3.3(b), 5.6, 7.3, 7.4, or 7.5, the 60 day period
           beginning upon receipt of the designation of the Protected Employees
           by Safeskin.


                              Article III. Services

3.1        Services Prior to the Service Transition Date. Prior to the Service
           Transition Date, PSC shall perform the Existing Services with the
           same level of staff and at least at the same level 



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           as to type, function, availability, scope, quality and performance as
           those Existing Services were performed by the Transitioned Employees
           and the Non-Transitioned Employees immediately prior to the Effective
           Date. In its performance of the Existing Services, and to the extent
           performed by the Transitioned Employees and the Non-Transitioned
           Employees immediately prior to the Effective Date, PSC will:

           (a)       Computer Operations. Perform computer operations functions,
                     twenty-four hours per day, seven days per week, including
                     batch job scheduling, abend resolution, tape/cartridge
                     library management, and printing, on substantially the same
                     time schedule as immediately prior to the Effective Date.

           (b)       Technical Support. Perform technical support functions for
                     the operating Safeskin Software including systems
                     administration, security administration, operating systems
                     maintenance and updating, data base management and problem
                     resolution.

           (c)       Reports. Furnish such information and reports as Safeskin
                     had been receiving immediately prior to the Effective Date
                     on approximately the same time schedule and in the same
                     format, unless PSC and Safeskin otherwise agree.

           (d)       Voice and Data Communications. Perform voice and data
                     communications support functions for the Safeskin Software.

           (e)       Help Desk. Provide a help desk to provide support to
                     Safeskin. The help desk provides a single point of contact
                     for Safeskin Software users to report problems or request
                     routine services. The help desk shall resolve user problems
                     immediately, if possible, or shall assign a problem to
                     other technicians for resolution. A priority will be
                     assigned to all problems which cannot be solved
                     immediately.

           (f)       LAN. Perform PC and local area network ("LAN") support 
                     functions.

           (g)       Performance Monitoring. Monitor and report the performance
                     and use of distributed Safeskin Software to the extent that
                     performance monitoring tools are available for such
                     Safeskin Software as of the Effective Date.

           (h)       Weekly Review. Perform a weekly review of Safeskin Software
                     operations performance and any outstanding issues related
                     to operations with Safeskin.

           (i)       Manage Third Party Vendors. Manage the use of third party
                     vendors with respect to the Safeskin Technology, to the
                     extent provided by the Transitioned Employees and the
                     Non-Transitioned Employees immediately prior to the
                     Effective Date, that are related to the delivery of
                     Existing Services.


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           (j)       Other Services. Perform those services and functions
                     described in Schedule 3.2(b) hereto, to the same extent
                     those services and functions were performed by the
                     Transitioned Employees and the Non-Transitioned Employees
                     prior to the Effective Date.

           (k)       Performance Tools. Should Safeskin not have performance
                     tools available for PSC's use in performing the Existing
                     Services, then PSC shall recommend such to Safeskin. PSC
                     shall work with Safeskin to understand current and future
                     computer usage requirements and shall make recommendations
                     for appropriate hardware, operating systems software and
                     data communications.

           (l)       Existing Services Work Plan. PSC will perform the
                     activities described in the Existing Services work plan set
                     forth in Schedule 3.1 in connection with its performance of
                     the Existing Services.

3.2        Services After the Service Transition Date.

           (a)        Service Transition Plan. After the Effective Date, and
                      until the Service Transition Date, PSC and Safeskin will
                      work together in good faith to jointly develop and
                      mutually agree upon a Service Transition Plan that will
                      include, if applicable, (i) a detailed description of the
                      Services to be performed by PSC hereunder after the
                      Service Transition Date, which Services shall include the
                      Existing Services, unless otherwise mutually agreed, (ii)
                      the level of resources that PSC will provide in connection
                      with the provision of the Services after the Service
                      Transition Date, (iii) the Service Levels applicable to
                      the Services after the Service Transition Date, and (iv)
                      any modifications to PSC's charging mechanism applicable
                      to the period prior to the Service Transition Date.
                      Schedule 3.2(a) sets forth the process that PSC
                      anticipates that it will follow for developing a draft of
                      the Service Transition Plan. PSC will deliver to Safeskin
                      a draft of the Service Transition Plan within 90 days
                      after the Effective Date.

           (b)       Initial Draft of Service Transition Plan. Schedule 3.2(b)
                     sets forth an initial draft of the description of the
                     Services that the parties anticipate that PSC will perform
                     hereunder after the Service Transition Date.

           (c)       Service Levels. PSC agrees that after the Service
                     Transition Date, its performance of the Services will meet
                     or exceed the service levels in accordance with the Service
                     Transition Plan. PSC agrees that the PSC employees
                     performing the Services will perform them in a work man
                     like manner.

           (d)       Status Reports. PSC shall prepare, at regular intervals and
                     provide to Safeskin, status reports on PSC's performance
                     compared to the mutually agreed upon Service Levels. The
                     Service Levels may be amended on an annual basis or from
                     time to time by the mutual agreement of the parties.



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3.3        Initial Targets and Floors.

           (a)       Initial Items. Schedule 3.3 identifies three items against
                     which PSC will initially measure its performance of the
                     Existing Services as described in this Section 3.3. With
                     respect to each of those items, Schedule 3.3 specifies a
                     target range ("Target") and a floor ("Floor"). Within 30
                     days after the Effective Date, PSC will notify Safeskin of
                     the time period it will take for PSC to perform the
                     Existing Services to meet each of those Targets and Floors
                     (not to exceed 9 months after the Effective Date) and the
                     expenditures that Safeskin must make so that PSC may meet
                     the Targets and Floors.

           (b)        Targets and Floors. If Safeskin makes the expenditures
                      specified by PSC within the time period specified by PSC
                      then PSC's performance of the Existing Services will meet
                      the Targets and the Floors in the time period specified.
                      If Safeskin makes those expenditures within the time
                      period specified by PSC and PSC's performance of the
                      Existing Services does not meet the Floor in accordance
                      with Schedule 3.3, then Safeskin will have the right to
                      notify PSC of such failure. PSC will have the right to
                      cure any such failure. If PSC does not cure any such
                      failure within 60 days after receipt of such notification,
                      then Safeskin will have the right to terminate the
                      Agreement by providing PSC with prior written notice of
                      termination, provided, however, that termination as
                      described in this Section 3.3 will be Safeskin's sole
                      remedy for PSC's failure to meet the Targets and Floors.
                      If Safeskin does not authorize and make the expenditures
                      specified by PSC in the time periods specified then PSC
                      will not be obligated to meet the Targets or the Floors.

           (c)       Measurement. The method and time periods for measurement of
                     whether PSC meets the Targets and Floors are set forth in
                     Schedule 3.3. PSC will not be liable for failures to meet
                     the Targets or Floors if such failure is caused, in whole
                     or in material part, by Safeskin or any act of God, civil
                     disturbance, court order, labor dispute, third party
                     nonperformance (other than a subcontractor for which PSC
                     receives a Subcontractor Management Fee) or other cause
                     beyond its reasonable control.

3.4        Project Services. PSC will provide such Project Services which are
           beyond the scope of the Services as PSC and Safeskin from time to
           time agree and document in writing (a "Project Plan"). PSC's
           obligation to provide any services in connection with causing any
           software to perform in accordance with its specifications to
           accommodate dates on or after January 1, 1999 will be defined in
           Project Plans on such terms as the parties agree.

           (a)        Project Plan. Upon receipt of a request from Safeskin to
                      perform Project Services, PSC shall provide Safeskin with:

                     (i)       a written description of the Project Services;


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                     (ii)      a description of the responsibilities that 
                               Safeskin will have in connection with the Project
                               Services;

                     (iii)     a schedule for commencing and completing such 
                               Project Services;

                     (iv)      PSC's charges for such Project Services,
                               including a breakdown of any estimated charges
                               and the charging methodology;

                     (v)       when appropriate, a description of any new
                               software or equipment to be provided by PSC in
                               connection with such Project Services;

                     (vi)      a written description of the human resources
                               necessary to develop and operate the product or
                               provide the Project Services;

                     (vii)     when appropriate, a list of any existing software
                               or equipment included in or to be used in
                               connection with such Project Services; and

                     (viii)    when appropriate, acceptance test criteria and
                               procedures for any new software or any products,
                               packages or services.

           (b)       Authorization. PSC shall not begin performing any Project
                     Services until Safeskin has provided PSC with written
                     authorization to perform the Project Service from the
                     Safeskin Representative.

           (c)       Work Plan. Within 90 days after the Effective Date, PSC
                     will develop, with the assistance of Safeskin, a high level
                     plan (the "Work Plan") of the projects on which the parties
                     anticipate that PSC will work as part of the Project
                     Services during the initial 12 months after the Effective
                     Date. The parties agree that PSC's obligations to provide
                     the Project Services will be defined in the Project Plans
                     and not in the Work Plan. PSC, with the assistance of
                     Safeskin, will update the Work Plan annually. An initial
                     draft of the Work Plan is attached as Schedule 3.4.

           (d)       Initial Project Plans. Within 90 days after the Effective
                     Date, PSC will deliver to Safeskin a draft of a Project
                     Plan for the ERP, summit, data warehousing, and sales force
                     automation projects.

3.5        Change Control Procedures. All changes to existing application
           Safeskin Software or approved application Developed Software
           requirements or design documents that would materially alter the
           functionality of the affected application Safeskin Software, and all
           material changes to Project Services (collectively, "Changes"), shall
           be controlled using a formal change control process to be defined by
           PSC and Safeskin within 90 days after the Effective Date (the "Change
           Control Process"). The parties will establish a Change Control Board
           to implement the Change Control Process within 90 days after the
           Effective Date. The Change Control Board will consist of two
           representatives appointed by Safeskin and two, including the chairman
           of the Change Control Board, appointed by PSC. No Changes will be
           implemented without (i) approval of the Change Control 



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           Board, (ii) written approval by Safeskin and (iii) a written
           agreement setting forth applicable specifications, schedules, and
           resources to be utilized, responsibilities of both parties and
           definition of successful completion. If the Change Control Board can
           not reach agreement as to any of the Changes, then Safeskin will make
           the final decision. However, if Safeskin makes the decision without
           PSC agreement and such Change affects PSC's ability to perform its
           obligations or causes PSC to incur additional costs in performing its
           obligations, then PSC will be relieved of its obligation to meet the
           applicable Service Levels and Safeskin would (i) reimburse PSC for
           such additional costs that are Pass Through Expenses and (ii) pay PSC
           for such additional costs that are PSC Direct Costs plus an amount
           equal to 45% of those PSC Direct Costs. The Change Control Process
           shall include definition and processes for routine changes which do
           not need formal approvals as set forth above.

3.6        Information Technology Plan. As part of the Services, within 180 days
           after the Effective Date, PSC will develop, with the assistance of
           Safeskin, an information technology plan (the "IT Plan") that will be
           the basis for determining Safeskin's investments in its information
           technology architecture for the next three years. PSC, with the
           assistance of Safeskin, will update the IT Plan annually.


                      Article IV. Safeskin Responsibilities

4.1        Cooperation. Safeskin shall reasonably cooperate with PSC by, among
           other things, making available, as reasonably requested by PSC,
           management decisions, information, approvals or disapprovals, and
           acceptances or rejections in a reasonably timely manner so that PSC
           may fulfill its obligations under this Agreement. In addition,
           Safeskin shall perform the responsibilities specifically designated
           as Safeskin responsibilities in the Service Transition Plan. Schedule
           3.2(b) sets forth an initial draft of the description of the
           obligations that the parties anticipate will be Safeskin's
           responsibility under the Service Transition Plan. Prior to the
           Service Transition Date, Safeskin agrees to perform the obligations
           that are specifically designated as Safeskin responsibility in
           Schedule 3.2(b) hereto, to the same extent those obligations were
           performed by Safeskin prior to the Effective Date excluding those
           services performed by the Transitioned Employees prior to the
           Effective Date.

4.2        Access to Software.

           (a)       Safeskin Proprietary Software. Safeskin will provide PSC
                     with access to, and the necessary rights to operate,
                     modify, and enhance, its proprietary software listed in
                     Schedule 4.2(a) and such other proprietary software as is
                     necessary for PSC to perform its obligations under the
                     Agreement ("Safeskin Proprietary Software"). Safeskin will
                     pay any access or other fees associated with obtaining such
                     rights to the Safeskin Proprietary Software. Safeskin will
                     pay all license, maintenance and other fees associated with
                     the Safeskin Proprietary Software as a Retained Expense.




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           (b)       Safeskin Vendor Software. Safeskin will provide PSC with
                     access to, and the necessary rights to operate, modify and
                     enhance, its vendor software listed in Schedule 4.2(b) and
                     such other vendor software as is necessary for PSC to
                     perform its obligations under the Agreement ("Safeskin
                     Vendor Software") and will pay any access or other fees
                     associated with obtaining such rights to the Safeskin
                     Vendor Software. Safeskin will pay all license, maintenance
                     and other fees associated with the Safeskin Vendor Software
                     as a Retained Expense.

           (c)        Safeskin Software. Safeskin Proprietary Software and
                      Safeskin Vendor Software are collectively referred to
                      herein as "Safeskin Software."

4.3        Access to Safeskin Facilities. Safeskin shall provide PSC access to
           its facilities and will provide at such facilities such office
           furnishings, janitorial service, telephone service, secretarial
           support, utilities (including air conditioning) and office-related
           equipment, supplies, and duplicating services as PSC may reasonably
           require in connection with the activities contemplated hereunder.
           Safeskin will provide such access 24 hours a day, seven days a week.
           PSC shall obey all generally applicable rules and procedures at any
           Safeskin facility of which Safeskin has notified PSC.

4.4        Access to Technology. Safeskin will provide PSC with access to the
           hardware, equipment, and technology related items and services listed
           in Schedule 4.4 and such other hardware, equipment and technology
           related items and services identified as part of the annual budgeting
           process or as otherwise approved by Safeskin at its facilities as is
           necessary for PSC to perform its obligations under the Agreement (the
           "Safeskin Technology"). Safeskin will pay all costs and expenses,
           including without limitation maintenance costs associated with the
           Safeskin Technology as a Retained Expense.

4.5        Retained Expenses. Safeskin shall be financially responsible for all
           Retained Expenses, and shall indemnify, defend and hold harmless PSC
           from any and all claims related to the payment or non-payment of such
           Retained Expenses.


                               Article V. Payments

5.1        Budget Process.

           (a)       Annual Budget. On an annual basis, PSC and Safeskin will
                     work together to develop a cash expenditure budget
                     reflecting the expenditures that will be required during
                     the following year for the performance of the Services and
                     the Project Services. The cash expenditure budget will
                     include Safeskin's Retained Expenses and Pass Through
                     Expenses. In connection with establishing the cash
                     expenditure budget for each year after the first year of
                     the Agreement, the parties will review such factors as
                     Safeskin's needs for services, changes in size of
                     Safeskin's business (including divestitures and
                     acquisitions), and Safeskin's ability 



                                       11
<PAGE>   13

                     to absorb new technology. As of the Effective Date, the 
                     parties anticipate that cash expenditures will increase 
                     each year by 25%.

           (b)        Annual Review of Services. As part of the annual budgeting
                      process, the parties will work together to make revisions
                      to the Services and Project Services described in Article
                      III to be provided by PSC during the next year, the
                      Service Levels at which the Services and Project Services
                      will be provided during the next year, and the charges for
                      such Services and Project Services. The parties agree that
                      as part of the process the parties will review technology
                      changes, volume of usage changes, economies of scale, the
                      escalation or reduction of costs, and the parties ability
                      to absorb changes. If the parties are unable to agree on
                      the changes to the Services or Project Services, the
                      Service Levels or the applicable charges then PSC will
                      continue to provide during the next year the Services or
                      Project Services, as the case may be, in place during the
                      prior year (without Service Levels) and Safeskin will
                      compensate PSC on a cost plus basis as described in
                      Sections 5.3 and 5.4.

           (c)       First Year Budget. The cash expenditure budget for
                     Services, the Project Services, Safeskin's Retained
                     Expenses and Pass Through Expenses for the first 12 months
                     after the Effective Date is set forth in Schedule 5.1(c).

           (d)       Estimated Charges For Existing Services Prior to the
                     Service Transition Date. Prior to the Service Transition
                     Date, and as part of the annual budgeting process, if
                     applicable, the parties will agree on an estimate of (i)
                     PSC Direct Costs to perform the Existing Services, plus an
                     amount equal to 45% of those estimated PSC Direct Costs,
                     (ii) the Subcontractor Management Fee (hereinafter defined)
                     related to the Existing Services, and (iii) the
                     Non-Transitioned Employees Fee (hereinafter defined)
                     related to the Existing Services (collectively, the
                     "Estimated Existing Services Charges") with respect to each
                     month prior to the Service Transition Date and, if part of
                     the annual budget process, with respect to each month of
                     the following year.

           (e)       Estimated Charges for Services After the Service Transition
                     Date. After the Service Transition Date, if the parties are
                     unable to agree upon the charging methodology for the
                     Services during the annual budgeting process, as part of
                     the annual budgeting process, the parties will agree on an
                     estimate of (i) PSC Direct Costs to perform the Services
                     plus an amount equal to 45% of those estimated PSC Direct
                     Costs, (ii) the Subcontractor Management Fee related to the
                     Services, and (iii) the Non-Transitioned Employees Fee
                     related to the Services (collectively, the "Estimated
                     Services Charges") with respect to each month of the
                     following year.

           (f)       Estimated Project Services Charges. As part of the annual
                     budgeting process, the parties will agree on an estimate of
                     (i) PSC Direct Costs to perform the requirements gathering,
                     analysis, and implementation phases of any Project



                                       12
<PAGE>   14

                     Services, plus an amount equal to 45% of those estimated
                     PSC Direct Costs, (ii) the Subcontractor Management Fee
                     related to the requirements gathering, analysis, and
                     implementation phases of any Project Services, and (iii)
                     the Non-Transitioned Employees Fee related to the
                     requirements gathering, analysis, and implementation phases
                     of any Project Services (collectively, the "Estimated
                     Project Services Charges") with respect to each month of
                     the following year.

           (g)       Subcontractor Management Fee. PSC and Safeskin may agree in
                     writing that Safeskin may pay PSC a management fee with
                     respect to certain subcontractors under Section 2.5(b). In
                     such event, the management fee will be an amount equal to
                     the charges paid to such subcontractor plus an amount equal
                     to such percentage as the parties agree (not to exceed 45%)
                     of such charges (the "Subcontractor Management Fee").
                     Without limiting the requirement that the parties reach
                     agreement as described in this Section including agreement
                     as to the Subcontractor Management Fee at the time, the
                     parties anticipate that the Subcontractor Management Fee
                     will be calculated using between 20% and 45% based on the
                     circumstances at the time.

           (h)       Non-Transitioned Employees Fee. The Non-Transitioned
                     Employees Fee will be an amount equal to 45% of the amounts
                     paid by Safeskin to the Non-Transitioned Employees for
                     salary, fringe benefits and bonuses (excluding Safeskin
                     stock).

           (i)        Reductions to the Cash Expenditure Budget. If Safeskin
                      reduces the cash expenditure budget, such reduction
                      reduces the amounts paid by Safeskin to PSC during such
                      year (other than payments for Pass Through Expenses) and
                      causes PSC to incurs costs that it would not have
                      otherwise incurred, and the charges for the Services or
                      Project Services are calculated on a cost plus basis under
                      Sections 5.3, 5.4, and 5.5, then the costs that PSC incurs
                      in connection with such reduction will be included in the
                      PSC Direct Costs and Pass-Through Expenses. If Safeskin
                      reduces the cash expenditure budget, such reduction
                      reduces the amounts paid by Safeskin to PSC during such
                      year (other than payments for Pass Through Expenses) and
                      causes PSC to incur costs that it would not have otherwise
                      incurred, and the charges for the Services or Project
                      Services are calculated under the Service Transition Plan,
                      then Safeskin will reimburse PSC for such costs that would
                      have constituted Pass-Through Expenses as Pass-Through
                      Expenses and pay PSC for such costs that would have
                      constituted PSC Direct Costs an amount equal to such costs
                      plus 45% of those costs. PSC and Safeskin agree to work
                      together to try and minimize such costs.

5.2        Budget Management. During each year, Safeskin and PSC will work
           together to manage the cash expenditure budget by adjusting the cash
           expenditure budget or adjusting the Services and the Project Services
           to be provided as overages or other unplanned activities occur or as
           savings are realized. The parties intend that the budgeting process
           will be a joint activity.


                                       13
<PAGE>   15

5.3        Charges for Services.

           (a)       Charges for the Existing Services Prior to the Service
                     Transition Date. For each month during the Term prior to
                     the Service Transition Date, Safeskin will pay PSC for the
                     Services provided that month an amount equal to the
                     Estimated Existing Services Charges described in Section
                     5.1(d). PSC will deliver an invoice to Safeskin for the
                     Estimated Existing Services Charges on or about the first
                     day of the month to which the Estimated Existing Services
                     Charges relate. Such invoice will be due and payable by the
                     last day of the month in which such invoice is received.

           (b)        Charges for Services After the Service Transition Date.
                      For each month during the Term after the Service
                      Transition Date, Safeskin will pay PSC for the Services
                      provided that month in accordance with the terms of the
                      Service Transition Plan as amended from time to time as
                      part of the annual budgeting process or otherwise as the
                      parties agree. Notwithstanding the foregoing, if the
                      parties were unable to agree upon the charging methodology
                      for the Services during the annual budgeting process, then
                      Safeskin will pay PSC for the Services provided each month
                      an amount equal to the Estimated Services Charge described
                      in Section 5.1(e). PSC will deliver an invoice to Safeskin
                      for the Estimated Services Charges on or about the first
                      day of the month to which the Estimated Services Charges
                      relate. Such invoice will be due and payable by the last
                      day of the month in which such invoice is received.

           (c)        True-Up Mechanism Prior to Service Transition Date. Within
                      15 days after the end of each quarter after the Effective
                      Date but prior to the Service Transition Date, PSC will
                      compare the actual (i) PSC Direct Costs incurred by PSC in
                      performing the Existing Services plus an amount equal to
                      45% of those PSC Direct Costs, (ii) Subcontractor
                      Management Fee related to the Existing Services, and (iii)
                      Non-Transitioned Employees Fee related to the Existing
                      Services (collectively, the "Actual Existing Services
                      Charges") during such quarter with the Estimated Existing
                      Services Charges during such period. If the Actual
                      Existing Services Charges exceed the Estimated Existing
                      Services Charges then PSC will include a charge for such
                      difference on the next monthly invoice. Safeskin will pay
                      PSC the difference with the payment for the next monthly
                      invoice. If such comparison results in a determination
                      that the Estimated Existing Services Charges exceed the
                      Actual Existing Services Charges for any quarter prior to
                      the Service Transitions Date, then PSC will issue a credit
                      to Safeskin for the difference on the next monthly
                      invoice.

           (d)        True-Up Mechanism After the Service Transition Date. If
                      the parties are unable to agree upon the charging
                      methodology for the Services during the annual budgeting
                      process, within 15 days after the end of each quarter
                      after the Effective Date, PSC will compare the actual (i)
                      PSC Direct Costs incurred by PSC in performing the
                      Services plus an amount equal to 45% of those PSC Direct
                      Costs, 



                                       14
<PAGE>   16

                      (ii) Subcontractor Management Fee related to the Services,
                      and (iii) Non-Transitioned Employees Fee related to the
                      Services (collectively, the "Actual Services Charges")
                      during such quarter with the Estimated Services Charges
                      during such period. If the Actual Services Charges exceed
                      the Estimated Services Charges then PSC will include a
                      charge for such difference on the next monthly invoice.
                      Safeskin will pay PSC the difference with the payment for
                      the next monthly invoice. If such comparison results in a
                      determination that the Estimated Services Charges exceed
                      the Actual Services Charges for any quarter, then PSC will
                      issue a credit to Safeskin for the difference on the next
                      monthly invoice.

           (e)        Credit. PSC agrees to issue a credit in 1998 to Safeskin
                      in the amount of $400,000 for Services rendered in 1998
                      under this Agreement.

5.4        Charges for Project Services.

           (a)       Estimated Project Services Charges. For each month during
                     the Term, Safeskin will pay PSC for the requirements
                     gathering, analysis, and implementation phases of any
                     Project Services provided that month an amount equal to the
                     Estimated Project Services Charges described in Section
                     5.1(f). PSC will deliver an invoice to Safeskin for the
                     Estimated Project Services Charges on or about the first
                     day of the month to which the Estimated Project Services
                     Charges relate. Such invoice will be due and payable by the
                     last day of the month in which such invoice is received.

           (b)        True-Up Mechanism For Project Services. Within 15 days
                      after the end of each quarter after the Effective Date,
                      PSC will compare the actual (i) PSC Direct Costs incurred
                      by PSC in performing the requirements gathering, analysis,
                      and implementation phases of any Project Services plus an
                      amount equal to 45% of those PSC Direct Costs, (ii)
                      Contractor Management Fee related to the requirements
                      gathering, analysis, and implementation phases of any
                      Project Services, and (iii) Non-Transitioned Employees Fee
                      related to the requirements gathering, analysis, and
                      implementation phases of any Project Services
                      (collectively, the "Actual Project Services Charges")
                      during such quarter with the Estimated Project Services
                      Charges during such period. If the Actual Project Services
                      Charges exceed the Estimated Project Services Charges then
                      PSC will include a charge for such difference on the next
                      monthly invoice. Safeskin will pay PSC the difference with
                      the payment for the next monthly invoice. If such
                      comparison results in a determination that the Estimated
                      Project Services Charges exceed the Actual Project
                      Services Charges for any quarter, then PSC will issue a
                      credit to Safeskin for the difference on the next monthly
                      invoice .

           (c)       Project Services Charges for Other Phases. For each month
                     during the Term, Safeskin will pay PSC, for phases of
                     Project Services other than the requirements gathering,
                     analysis, and implementation phases, PSC's charges as
                     mutually agreed in the applicable Project Plan(s). Such
                     pricing may include time and material, 


                                       15
<PAGE>   17

                     fixed price, or other risk reward pricing. PSC will deliver
                     an invoice to Safeskin for those charges, and such invoices
                     will be due and payable, as mutually agreed upon in the
                     applicable Project Plan(s).

5.5        Pass Through Expenses. Unless otherwise agreed to by the parties in
           the Service Transition Plan or as part of the annual budgeting
           process, Pass Through Expenses will be either: (i) paid directly to
           the appropriate vendor by Safeskin, where (A) PSC requests Safeskin
           to do so, or (B) payment directly to the appropriate vendor by
           Safeskin does not adversely affect PSC and Safeskin elects to do so,
           or (ii) paid to PSC by Safeskin sufficiently in advance to enable PSC
           to comply with payment terms as invoiced by the respective vendors.
           PSC agrees to comply with Safeskin's standard expense reimbursement
           policies in connection with the Pass Through Expenses, provided that
           Safeskin provides PSC with prior written notice of such policies. The
           parties agree that, to the extent that Safeskin pays for
           subcontractors as a Pass Through Expense, PSC will have no liability
           for the performance or non-performance of such subcontractors.

5.6        Taxes. Safeskin will pay or reimburse PSC for, amounts equal to any
           taxes, however designated or levied, based upon the charges for the
           Services and the Project Services or this Agreement, including state
           and local taxes, and any taxes or amounts in lieu thereof paid or
           payable by PSC in respect of the foregoing, excluding franchise taxes
           and taxes based on the net income of PSC. Each party will cooperate
           with the other in minimizing any applicable tax and, in connection
           therewith, Safeskin will provide PSC any resale certificates,
           information regarding out-of-state use of materials, services or
           sales, or other exemption certificates or information reasonably
           requested by PSC. If any new tax or additional tax on the charges for
           the Services and the Project Services or this Agreement is passed and
           such new tax or additional tax would result in Safeskin having to pay
           during the first 12 months after the date such new tax or additional
           tax is effective an amount in excess of the 8% Tax (hereinafter
           defined), then Safeskin will have the right to notify PSC of such new
           tax or additional tax within 90 days after such new tax or additional
           tax is effective. Upon receipt of such notice by PSC, the parties
           agree that PSC and Safeskin will discuss renegotiating the charges
           for the Services and Project Services under this Agreement. If the
           parties are unable to reach agreement as to the terms of the
           renegotiated Agreement within 60 days after receipt of such notice,
           then, during the 30 day period after the end of such 60 day period,
           Safeskin will have the right to terminate the Agreement by providing
           PSC with prior written notice of termination, provided, however, that
           such termination will not be effective more than 10 days prior to the
           effective date of such new tax or additional tax. Safeskin agrees to
           pay to PSC within 30 days after receipt of an invoice, an amount
           equal to the Shut-Down Costs (but not the Termination Fee) defined in
           Section 7.6 incurred by PSC in connection with such termination. The
           term "8% Tax" is defined as an amount equal to 8% of all of the
           charges for the Services and the Project Services during the 12 month
           period prior to the date that the new tax or additional tax was
           effective (or, if such tax is effective during the first 12 months
           after the Effective Date, the amount that the parties anticipate that
           Safeskin would pay PSC for the Services and the Project Services
           during the first 12 months after the Effective Date).



                                       16
<PAGE>   18

5.7        Time of Payment. All amounts due hereunder for which a due date is
           not otherwise specifically provided will be due within 30 days after
           receipt by Safeskin of an invoice therefor. Amounts not paid when due
           will incur interest until paid at the lesser of (i) 1% per month, or
           (ii) the maximum rate permitted by applicable law.

5.8        Verification of Information. Safeskin has disclosed and will continue
           to disclose to PSC all relevant information regarding its information
           technology expenditures, and Safeskin acknowledges that the charges
           to be paid by Safeskin to PSC under this Agreement are based and will
           be based on information provided to PSC by Safeskin. PSC has not and
           will not independently verify that information. If that information
           is incomplete or inaccurate then the parties will make appropriate
           adjustments to the provisions of the Agreement, including the
           charges.

5.9        Audit of Charges. Within 30 days after the Effective Date, PSC and
           Safeskin will agree as to the documentation that PSC will provide to
           Safeskin each month in support of the calculation of the Actual
           Existing Services Charges, the Actual Services Charges and the Actual
           Project Services Charges. Each month after the parties reach such
           agreement, PSC will provide to Safeskin with each invoice such
           documentation.


        Article VI. Confidentiality, Proprietary Rights and Audit Rights

6.1        Confidentiality.

           (a)       Confidential Information. All Confidential Information
                     relating to Safeskin or PSC will be held in confidence by
                     the other party to the same extent and in at least the same
                     manner as such party protects its own confidential or
                     proprietary information. Neither PSC nor Safeskin may
                     disclose, publish, release, transfer or otherwise make
                     available Confidential Information of the other party to,
                     or for the use or benefit of, any third party without the
                     other party's prior written consent. The term "Confidential
                     Information" is defined to mean, with respect to Safeskin
                     and PSC, all confidential or proprietary information,
                     documentation, data, material or know-how concerning or in
                     any way relating to Safeskin or PSC, respectively, or to
                     PSC's or Safeskin's respective business, customers or
                     suppliers that is proprietary or is not, on the date such
                     information is disclosed, publicly available, including,
                     without limitation (i) with respect to Safeskin, the
                     information relating to Safeskin or its customers that is
                     contained in the data files of Safeskin and the Safeskin
                     Proprietary Software, (ii) with respect to PSC, all costing
                     and pricing information of PSC, the PSC Software and the
                     PSC Tools, and (iii) with respect to each party, the terms
                     of this Agreement.

           (b)       Certain Permitted Disclosures. Each of PSC and Safeskin
                     will, however, be permitted to disclose relevant aspects of
                     the other party's Confidential Information to its
                     respective officers, agents, subcontractors and employees
                     to the extent that

                                        17

<PAGE>   19

                     such disclosure is reasonably necessary for the performance
                     of its duties and obligations under this Agreement;
                     provided, however, that such party will take reasonable
                     measures to prevent, and shall remain responsible for, the
                     disclosure of Confidential Information of the other party
                     in contravention of the provisions of this Agreement by
                     such officers, agents, subcontractors (except as otherwise
                     specifically provided in this Agreement) and employees.

           (c)       Disclosures Required by Law. PSC or Safeskin, as the case
                     may be, may disclose Confidential Information of the other
                     party if required pursuant to an order or requirement of a
                     court, administrative agency or other governmental body,
                     provided that (i) PSC or Safeskin, as the case may be, will
                     give the other party written notice of such order or
                     requirement as soon as practicable after it has knowledge
                     thereof and in any event prior to disclosure of the
                     Confidential Information, and (ii) PSC or Safeskin, as the
                     case may be, will disclose no more Confidential Information
                     than is required by such order or requirement.

           (d)       Exclusions. The provisions of this Section 6.1 will not
                     apply with respect to information which (i) is developed by
                     the other party without violating the disclosing party's
                     proprietary rights, (ii) is or becomes publicly known
                     (other than through unauthorized disclosure), (iii) is
                     disclosed by the owner of such information to a third party
                     free of any obligation of confidentiality, (iv) is already
                     known by such party without an obligation of
                     confidentiality other than pursuant to this Agreement, or
                     (v) is rightfully received by a party free of any
                     obligation of confidentiality.

           (e)       Obligations upon Termination or Expiration. Upon the
                     termination or expiration of this Agreement, except as
                     provided in Section 6.4 with respect to the Developed
                     Software, PSC or Safeskin, as the case may be, will return
                     to the other party or destroy any Confidential Information
                     of the other party then held by Safeskin or by PSC, as the
                     case may be.

           (f)       Unauthorized Possession or Use. PSC and Safeskin agree to
                     notify the other promptly of any material unauthorized
                     possession or use of the other party's Confidential
                     Information by any person or entity which may become known
                     to such party. PSC and Safeskin agree to promptly furnish
                     to the other full details of the unauthorized possession or
                     use, and use reasonable efforts to assist the other in
                     investigating or preventing the recurrence of any
                     unauthorized possession or use of Confidential Information.
                     PSC and Safeskin agree to use reasonable efforts to
                     cooperate with the other in any litigation and
                     investigation against third parties deemed necessary by the
                     other to protect its Confidential Information. PSC and
                     Safeskin agree to promptly use reasonable efforts to
                     prevent a recurrence of any such unauthorized possession or
                     use of Confidential Information.

           (g)       Injunctive Relief. Each party agrees that, in the event of
                     a breach or threatened breach by either party of the
                     provisions of this Section 6.1, for purposes of 



                                       18
<PAGE>   20

                     determining the right to injunctive relief under this
                     Section 6.1(g), the non-breaching party will have no
                     adequate remedy in money damages and, accordingly, may be
                     entitled to seek an injunction against such breach, in
                     addition to any other legal or equitable remedies available
                     to it.

6.2        Safeskin Proprietary Software. Safeskin Proprietary Software,
           including any modifications to any Safeskin Proprietary Software,
           will be and remain the property of Safeskin, and PSC will have no
           rights or interests therein except as required to perform the
           Services, the Project Services or as described in this Agreement.

6.3        PSC Software and PSC Tools. Any software that is proprietary to PSC
           that PSC uses or to which PSC provides Safeskin access ("PSC
           Software") and any tools or methodologies which are proprietary to
           PSC and used in connection with the activities contemplated by this
           Agreement ("PSC Tools"), including any modifications to any PSC
           Software and the PSC Tools, will be and remain the property of PSC,
           and Safeskin will have no rights or interests therein. Upon
           termination or expiration of this Agreement, Safeskin may request
           that PSC grant to Safeskin a license to any of the PSC Software and
           the PSC Tools then being used on the Safeskin account for itself on
           such terms as the parties agree. PSC agrees that it will not
           unreasonably refuse to grant such license, unless such grant would
           materially impair a competitive advantage to PSC or grant a material
           competitive advantage to a competitor of PSC. For purposes of this
           Section, a competitor of PSC is any company that competes (or whose
           affiliates compete) directly with the (i) then current businesses or
           (ii) planned businesses as documented in PSC's strategic plan.

6.4        Rights in Developed Software.

           (a)       Ownership. PSC and Safeskin agree that Safeskin will own
                     the copyright to software developed by the parties
                     hereunder and that is delivered to Safeskin by PSC but
                     excluding modifications to any PSC Software and any
                     Embedded Software ("Developed Software"). PSC may from time
                     to time request that Safeskin grant to PSC a license to the
                     Developed Software for itself and for its customers on such
                     terms as the parties agree. Safeskin agrees that it will
                     not unreasonably refuse to grant such license, unless such
                     grant would materially impair a competitive advantage to
                     Safeskin or grant a material competitive advantage to a
                     competitor of Safeskin. For purposes of this Section 6.4(a)
                     a competitor of Safeskin is any company that competes (or
                     whose affiliates compete) directly with the (i) then
                     current businesses or (ii) planned businesses as documented
                     in Safeskin's written strategic plan..

           (b)       Embedded Software. The term "Embedded Software" is defined
                     to mean pre-existing software that is owned by PSC or
                     licensed by Safeskin or PSC from a third party that is
                     embedded in the Developed Software. PSC will retain its
                     rights to any Embedded Software that is owned by PSC,
                     provided, however, that PSC grants to Safeskin a perpetual,
                     transferable, non-exclusive license to use, modify, and
                     enhance the Embedded Software that is owned by PSC as part
                     of the Developed 




                                       19
<PAGE>   21

                     Software. If any Embedded Software is owned by a third 
                     party, then the terms of the applicable license will 
                     define each party's rights to such Embedded Software.

6.5        Residual Knowledge. Safeskin acknowledges that PSC is in the business
           of providing information technology services. Without limiting PSC's
           obligations under Section 6.1, nothing in this Agreement will limit
           PSC's right to provide services or resources to PSC's other customers
           or other third parties that are similar to the activities performed
           or resources provided by PSC hereunder, and PSC will be free to use
           residual information retained by PSC in a nontangible form.

6.6        Access to PSC Third Party Software. PSC shall provide Safeskin with
           access to the third party software listed in Schedule 6.6 and such
           other third party software as the parties agree ("PSC Third Party
           Software") in connection with the activities contemplated by this
           Agreement. PSC will obtain any third-party consents necessary for
           Safeskin to have access to and use the PSC Third Party Software.
           Safeskin shall reasonably cooperate with PSC in obtaining such
           consents. PSC shall pay any license, access or other fees for any PSC
           Third-Party Software.

6.7        Audit of Safeskin's Business. PSC shall provide reasonable support in
           connection with an audit of Safeskin's business at Safeskin's
           expense. PSC shall not be obligated by this Agreement to disclose to
           Safeskin or any other person or entity any information which is not
           reasonably necessary to conduct an audit of Safeskin's business, nor
           shall PSC be obligated to divulge any Confidential Information of PSC
           or any third party except to the extent reasonably necessary to
           satisfy the purpose of the audit. In no event shall PSC be obligated
           to disclose any Confidential Information to any competitor, or
           affiliate of a competitor, of PSC. Safeskin may utilize third parties
           to conduct such audit, provided, however, that Safeskin shall be
           responsible for causing such third parties to maintain the
           confidentiality of any of PSC's Confidential Information obtained by
           such third parties in connection with such audit. Safeskin agrees to
           allow PSC to reallocate resources or adjust PSC's obligations to
           accommodate the audit or to reimburse PSC for additional costs
           incurred as a result of such audit that are Pass-Through Expenses and
           to pay PSC an amount equal to such costs that are PSC Direct Costs
           plus 45% of those costs.


                 Article VII. Performance Review and Termination

7.1        Performance Review. Appropriate representatives of Safeskin and PSC
           will meet as often as may be reasonably requested by either party to
           review the performance of PSC under this Agreement and to discuss any
           questions or concerns relating to such performance. On at least a
           monthly basis, PSC and Safeskin will meet to review the account
           operations.

7.2        Resolution of Dispute. Any controversy, claim or other dispute
           arising from or relating to this Agreement or the Warrant
           (hereinafter defined) will be resolved as follows:



                                       20
<PAGE>   22

           (a)       Designated Representatives. Upon the written request of
                     either party, each of the parties will appoint a designated
                     representative who will meet with the designated
                     representative of the other party and negotiate in good
                     faith to resolve the dispute. No mediation, arbitration or
                     other formal proceedings for the resolution of the dispute
                     may be commenced until the earlier of (i) the date that the
                     designated representatives conclude in good faith that
                     amicable resolution of the dispute through continued
                     negotiation does not appear likely, or (ii) the date that
                     is 60 days after the date that such negotiations commence.

           (b)       Non-Binding Mediation. Any dispute that is not resolved
                     through negotiation as provided in Section 7.2(a) will be
                     submitted to non-binding mediation conducted in accordance
                     with the Commercial Mediation Rules of the American
                     Arbitration Association then in effect and the parties will
                     use good faith efforts to resolve the dispute through such
                     mediation. No arbitration or other formal proceedings for
                     the resolution of the dispute may be commenced until the
                     earlier of (i) the date that the mediator concludes that
                     resolution of the dispute through continued mediation does
                     not appear likely, or (ii) the date that is 60 days after
                     the date that such mediation commences.

           (c)       Binding Arbitration. Any dispute that is not resolved by
                     negotiation or mediation as provided in Sections 7.2(a) and
                     7.2(b) above will be resolved by binding arbitration that,
                     except as may be otherwise mutually agreed, will be
                     conducted in accordance with and subject to the Commercial
                     Arbitration Rules of the American Arbitration Association
                     then in effect by three neutral arbitrators selected in
                     accordance with those Rules. Any award rendered in any such
                     arbitration will be final and conclusive and judgment
                     thereon may be enforced in any court of competent
                     jurisdiction.

           (d)       Other Rights. The fact that the foregoing dispute
                     resolution procedures have been or may be invoked will not
                     prevent either party from exercising any termination or
                     other rights that it may have under this Agreement or from
                     seeking injunctive or other equitable relief from any
                     appropriate court.

           (e)       Continuation of Services. In the event of a dispute between
                     Safeskin and PSC, each Party, shall continue to so perform
                     its obligations under this Agreement in good faith during
                     the resolution of such dispute unless and until this
                     Agreement is terminated in accordance with the provisions
                     hereof.

           (f)       Location of Mediation and Arbitration. The parties agree
                     that any mediation or arbitration proceeding contemplated
                     by this Section 7.2 shall be conducted in California,
                     Arizona, or Colorado or such other location as the parties
                     may reasonably agree; provided that the parties agreement
                     on any such location (and agreement to mediate or
                     arbitrate) is conditioned on the understanding that the
                     mediators or arbitrators will exclusively apply Delaware
                     law in the resolution of the disputed matter in accordance
                     with the agreement of the parties as to 



                                       21
<PAGE>   23

                     governing law set forth in Section 9.12. In the event any
                     mediator or arbitrator in any proceeding does not agree to
                     exclusively apply, or fails to exclusively apply, Delaware
                     law in accordance with Section 9.12, then the affected
                     mediation or arbitration shall be null and void and such
                     mediation or arbitration proceeding shall instead take
                     place and be conducted in Wilmington, Delaware. In such
                     circumstances, each of the parties consents to jurisdiction
                     in any court of competent jurisdiction in the State of
                     Delaware or the United States District Court for the
                     District of Delaware with respect to all issues affecting
                     such matter including, without limitation, seeking to
                     obtain an order in aid of arbitration or enforcing an
                     arbitration award or enjoining an arbitration that is in
                     violation of the provisions of this Section 7.2(f). Each
                     party agrees that service of a complaint or other process
                     in any such matter may be made and given in the same manner
                     as specified in Section 9.2 hereof for the giving of
                     notices hereunder. Any process so given shall be as
                     effective as personal service in the State of Delaware.

7.3        Termination for Cause. In the event that either party materially
           defaults in the performance of any of its duties or obligations under
           this Agreement (other than Safeskin's failure to pay PSC which is
           addressed under Section 7.4), which default is not substantially
           cured within 60 days after written notice is given to the defaulting
           party specifying the default (or, with respect to any such default
           which cannot reasonably be cured within such 60 day period if the
           defaulting party fails to proceed within such 60 day period to
           commence curing the default and thereafter to proceed with all due
           diligence to substantially cure the default), then the nondefaulting
           party may, by giving prior written notice thereof to the defaulting
           party, terminate this Agreement as of a date specified in such notice
           of termination.

7.4        Termination for Non-Payment. In the event that Safeskin defaults in
           the payment when due of any amount due to PSC hereunder, and does not
           cure the default within 30 days after being given written notice of
           the default, then PSC may, by giving prior written notice thereof to
           Safeskin, terminate this Agreement as of a date specified in the
           notice of termination.

7.5        Termination for Insolvency. In the event that either party (the
           "Insolvent Party") becomes or is declared insolvent or bankrupt, is
           the subject of any proceedings relating to its liquidation,
           insolvency or for the appointment of a receiver or similar officer
           for it (which, in the case of involuntary proceedings, remains
           undismissed for at least 60 days), makes an assignment for the
           benefit of all or substantially all of its creditors, or enters into
           an agreement for the composition, extension or readjustment of all or
           substantially all of its obligations, then the other party may, by
           giving prior written notice thereof to the Insolvent Party, terminate
           this Agreement as of a date specified in such notice of termination.
           This Agreement may not be terminated pursuant to this Section once
           the Insolvent Party ceases to be insolvent or be the subject of a
           proceeding relating to its liquidation, insolvency or the appointment
           of a receiver.

7.6        Termination for Convenience. Safeskin will have the right to
           terminate this Agreement effective at anytime after the second year
           of the Agreement but before the end of the 



                                       22
<PAGE>   24

           Term by providing PSC at least 180 days prior written notice. In
           order for Safeskin to terminate the Agreement under this Section,
           Safeskin must pay to PSC the Termination Fee prior to termination.
           The term "Termination Fee" is defined to mean an amount equal to (i)
           Shut-Down Costs reasonably incurred or to be incurred by PSC in
           winding down the account, and (ii) $500,000. The term "Shut-Down
           Costs" is defined to mean all of PSC's direct and actual costs
           incurred by PSC in connection with the wind-down and termination of
           this Agreement, including but not limited to, the costs described in
           Schedule 7.6. PSC and Safeskin agree to work together to try and
           minimize the amount of the Shut-Down Costs.

7.7        Obligations Upon Termination or Expiration. During the Transition
           Period, PSC will provide to Safeskin the termination assistance
           described in this Section; provided, however, that Safeskin has paid
           to PSC all amounts owed by Safeskin to PSC under this Agreement and
           Safeskin is not otherwise in default under this Agreement. The
           "Transition Period" is defined to mean (i) if the Agreement is
           terminated under Section 7.6, the period beginning upon receipt of
           notice of termination by either party pursuant to Section 7.6 through
           the termination of this Agreement, (ii) if the Agreement expires, the
           period beginning upon receipt of the notice that this Agreement will
           not be extended under Section 1.4 through the expiration of this
           Agreement, or (iii) if this Agreement is terminated under Sections
           3.3(b), 5.6, 7.3, 7.4, or 7.5, the 60 day period beginning upon
           receipt of the notice of termination of this Agreement. If PSC
           terminates the Agreement under Section 7.4, all of PSC's charges
           hereunder for the termination assistance services described herein
           shall be invoiced by PSC and paid by Safeskin in advance. To the
           extent that the termination assistance described in this Section
           requires PSC to use resources not otherwise used on the account,
           Safeskin will pay PSC for such additional resources on a time and
           materials basis at PSC's then standard commercial billing rate or on
           such other rates as the parties agree. PSC will provide to Safeskin
           the following termination assistance:

           (a)       Services. PSC will continue to perform any or all of the
                     Services and Project Services then being performed by PSC.

           (b)       Transition Plan. PSC will work with Safeskin to develop a
                     plan for the transition of the Services and Project
                     Services from PSC to Safeskin.

           (c)       Training. PSC will provide reasonable training for
                     personnel of Safeskin in the performance of the Services
                     and Project Services then being transitioned to Safeskin.

           (d)       Equipment. PSC will assign to Safeskin, pursuant to
                     mutually acceptable terms and conditions, any leases to
                     equipment leased by PSC that is then dedicated to the
                     performance of the Services and the Project Services then
                     being provided to Safeskin subject to the terms of any
                     applicable lease; provided, however that Safeskin assumes
                     PSC's obligations with respect to any such lease and PSC is
                     released by the lessor of any obligations under the lease
                     after the date of such 



                                       23
<PAGE>   25

                     assignment. PSC will sell to Safeskin any such equipment 
                     owned by PSC at PSC' then-current book value.


               Article VIII. Indemnities and Liability Limitation

8.1        Cross Indemnity. PSC and Safeskin each agree to indemnify, defend and
           hold harmless the other from any and all claims, actions, damages,
           losses, liabilities, costs and expenses, including reasonable
           attorneys' fees and expenses, arising out of or relating to the death
           or bodily injury of any agent, employee, customer, business invitee
           or business visitor of the indemnitor, or arising out of or relating
           to the loss of or damage to tangible real or tangible personal
           property of the indemnitor.

8.2        Intellectual Property.

           (a)       By PSC. PSC shall defend Safeskin from any third-party
                     claims brought against Safeskin alleging that (i) the
                     Developed Software infringes a third person's copyright or
                     trade secret enforceable where the Developed Software was
                     installed by PSC or was, to the knowledge of PSC as
                     determined at the time of installation, to be used by
                     Safeskin, or (ii) the method chosen and used by PSC in its
                     sole discretion to implement the specifications for the
                     Developed Software infringes a third party's patent issued
                     prior to the date the Developed Software was delivered to
                     Safeskin and enforceable where the Developed Software was
                     installed by PSC or was, to the knowledge of PSC as
                     determined at the time of installation, to be used by
                     Safeskin. PSC shall pay any judgments finally awarded by a
                     court of competent jurisdiction and any settlements to
                     which PSC agrees in writing.

           (b)       By Safeskin. Safeskin shall defend PSC from any third-party
                     claims brought against PSC alleging that the functionality
                     required by the specifications for the Developed Software
                     infringes a third party's patent issued prior to the date
                     the Developed Software was delivered to Safeskin and
                     enforceable where the Developed Software was installed by
                     PSC or was, to the knowledge of Safeskin as determined at
                     the time of installation, to be used by Safeskin. Safeskin
                     shall pay any judgments finally awarded by a court of
                     competent jurisdiction and any settlements to which
                     Safeskin agrees in writing. The fact that Safeskin approved
                     the specifications for the Developed Software will not by
                     itself create a presumption that the method chosen and used
                     by PSC to implement the specifications for the Developed
                     Software was not in PSC's sole discretion.

           (c)       Mitigation. Upon receiving notice of an infringement claim,
                     the indemnitor may, in its sole discretion, (i) modify the
                     allegedly infringing item to be non-infringing without
                     materially impairing its functionality, (ii) replace the
                     allegedly infringing item with a noninfringing item of
                     substantially equivalent functionality, or (iii) obtain for
                     the indemnitee the right to continue to use the item in
                     accordance with the terms of this Agreement.


                                       24
<PAGE>   26

           (d)       Exclusions. Notwithstanding the other provisions of this
                     Section 8.2, the indemnitor shall have no liability to the
                     indemnitee for any claim of infringement to the extent that
                     such claim is based on modifications or enhancements to the
                     Developed Software created by the indemnitee or the use of
                     the Developed Software by the indemnitee in a manner not
                     intended by the indemnitor.

8.3        Employment Indemnification.

           (a)       Indemnification by PSC. PSC agrees to indemnify, defend and
                     hold harmless Safeskin against any and all claims, actions,
                     damages, losses, liabilities, costs and expenses including
                     reasonable attorneys' fees and expenses, arising out of or
                     relating to any Transitioned Employee, attributable to any
                     period commencing on or after the date on which such
                     Transitioned Employee accepts employment with PSC and
                     arising out of PSC's employment of that Transitioned
                     Employee, including without limitation claims relating to
                     salary, employee benefits, employment taxes and other
                     payments in connection therewith, but excluding claims
                     relating to agreements, arrangements or commitments made by
                     Safeskin with or to that Transitioned Employee.

           (b)       Indemnification by Safeskin. Safeskin agrees to indemnify,
                     defend and hold harmless PSC from any and all claims,
                     actions, damages, losses, liabilities, costs, and expenses
                     including reasonable attorneys' fees and expenses, arising
                     out of or relating to any Transitioned Employee or
                     Non-Transitioned Employee, attributable to any period
                     during which such Transitioned Employee or Non-Transitioned
                     Employee was employed by Safeskin and arising out of
                     Safeskin's employment of that Transitioned Employee or
                     Non-Transitioned Employee, including without limitation
                     claims relating to salary, employee benefits, and other
                     payments in connection therewith and any claims relating to
                     agreements, arrangements, or commitments made by Safeskin
                     with or to that Transitioned Employee or Non-Transitioned
                     Employee.

8.4        Indemnification Procedures. With respect to third-party claims
           subject to the indemnities set forth in this Article, the indemnitee
           will notify the indemnitor promptly of any matters in respect of
           which the foregoing indemnity may apply and of which the indemnitee
           has knowledge and will give the indemnitor full opportunity to
           control the response thereto and the defense thereof, including,
           without limitation, any agreement relating to the settlement thereof,
           provided that the indemnitee will have the right to approve any
           settlement or any decision not to defend, which approval will not be
           unreasonably withheld. The indemnitee's failure to promptly give
           notice will affect the indemnitor's obligation to indemnify the
           indemnitee only to the extent that the indemnitor's rights are
           materially prejudiced thereby. The indemnitee may participate, at its
           own expense, in any defense and any settlement directly or through
           counsel of its choice. If the indemnitor elects not to defend, the
           indemnitee will have the right to defend or settle the claim as it
           may deem 



                                       25
<PAGE>   27

           appropriate, at the cost and expense of the indemnitor, which will 
           promptly reimburse the indemnitee for such costs, expenses and 
           settlement amounts.

8.5        Limitation of Liability. Except as provided in Section 8.7, with
           respect to all claims arising out of, under or in connection with
           this Agreement (including without limitation claims for breach of an
           obligation to provide indemnification), Safeskin shall only be liable
           under this Agreement for direct damages. With respect to all claims
           arising out of, under or in connection with this Agreement (including
           without limitation claims for breach of an obligation to provide
           indemnification) and all confidentiality agreements signed by PSC
           employees pursuant to Section 2.3(e), PSC shall only be liable under
           this Agreement for direct damages. Except as provided in Section 8.7,
           with respect to all claims arising out of, under or in connection
           with this Agreement (including without limitation claims for breach
           of an obligation to provide indemnification) and all confidentiality
           agreements signed by PSC employees pursuant to Section 2.3(e),
           neither PSC's nor Safeskin's liability will exceed, in the aggregate,
           an amount equal to the charges actually paid by Safeskin to PSC
           during the first six months after the Effective Date (excluding
           amounts paid as reimbursement of expenses, including Pass Through
           Expenses, and taxes).

8.6        Limitation on Type of Damages. With respect to all claims arising out
           of, under or in connection with this Agreement (including without
           limitation claims for breach of an obligation to provide
           indemnification) and all confidentiality agreements signed by PSC
           employees pursuant to Section 2.3(e), the measure of damages payable
           by PSC will not include, and PSC will not be liable for, any amounts
           for indirect, incidental, reliance, special, consequential (including
           without limitation lost profits or lost revenue) or punitive damages
           of Safeskin or any third parties. Except as provided in Section 8.7,
           with respect to all claims arising out of, under or in connection
           with this Agreement (including without limitation claims for breach
           of an obligation to provide indemnification), the measure of damages
           payable by Safeskin will not include, and Safeskin will not be liable
           for, any amounts for indirect, incidental, reliance, special,
           consequential (including without limitation lost profits or lost
           revenue) or punitive damages of PSC or any third parties.

8.7        Exclusion from the Limitations. The limitations in Sections 8.5 and
           8.6, shall not apply to Safeskin's obligations to make payments to
           PSC under this Agreement or the Common Stock Warrant executed by
           Safeskin as of the date hereof (the "Warrant").

8.8        Statute of Limitations. Neither party may assert a claim against the
           other party more than two years after the date that such claim arose.

8.9        Disclaimer of Warranty. EXCEPT AS MAY BE SPECIFICALLY PROVIDED IN
           THIS AGREEMENT, PSC DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY
           REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
           LIMITATION ANY WARRANTY OF THE MERCHANTABILITY, SUITABILITY, FITNESS
           FOR A PARTICULAR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF
           ANY RESOURCES, SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS
           AGREEMENT.



                                       26
<PAGE>   28

8.10       Force Majeure. Each party will be excused from the performance of its
           obligations under this Agreement (other than Safeskin's obligation to
           make payments to PSC hereunder) for any period and to the extent that
           such performance is prevented, in whole or in part, as a result of
           delays caused by the other party or any act of God, civil
           disturbance, court order, labor dispute, third party nonperformance
           (except as otherwise specifically provided in this Agreement) or
           other cause beyond its reasonable control, and such nonperformance
           will not be a default hereunder or grounds for termination hereof.


                            Article IX. Miscellaneous

9.1        Binding Nature and Assignment. This Agreement will be binding on the
           parties and their respective successors and assigns, but neither
           party may, nor will have the power to, assign this Agreement without
           the prior written consent of the other party.

9.2        Notices. Wherever under this Agreement one party is required or
           permitted to give notice to the other, such notice will be deemed
           given when delivered in hand or when mailed by overnight mail, or
           registered or certified mail, return receipt requested, postage
           prepaid, and addressed as follows:

           In the case of PSC:

                     Perot Systems Corporation
                     12377 Merit Drive, Suite 1100
                     Dallas, Texas  75251
                     Attention: PSC Account Manager

                     with a copy to:

                     Perot Systems Corporation
                     12377 Merit Drive,  Suite 1100
                     Dallas, Texas  75251
                     Attention:  General Counsel

           In the case of Safeskin:

                     Safeskin Corporation
                     12671 High Bluff Drive
                     San Diego, California 92130
                     Attention: John G. Brewer



                                       27
<PAGE>   29
                     with a copy to:

                     Safeskin Corporation
                     12671 High Bluff Drive
                     San Diego, California 92130
                     Attention: William C. Miller

           Either party hereto may from time to time change its address for
           notification purposes by giving the other prior written notice of the
           new address and the date upon which it will become effective.

9.3        Counterparts. This Agreement may be executed in several counterparts,
           all of which taken together constitute one single agreement between
           the parties hereto.

9.4        Headings. The article and section headings and the table of contents
           used herein are for reference and convenience only and will not enter
           into the interpretation hereof.

9.5        Relationship of Parties. PSC, in performing its obligations
           hereunder, is acting only as an independent contractor. PSC does not
           undertake by this Agreement or otherwise to perform any obligation of
           Safeskin, whether regulatory or contractual, or to assume any
           responsibility for Safeskin's business or operations. PSC has the
           sole right and obligation to supervise, manage, contract, direct,
           procure, perform or cause to be performed, all work to be performed
           by PSC hereunder.

9.6        Approvals and Similar Actions. Where agreement, approval, acceptance,
           consent or similar action by any party to this Agreement is required
           by any provision of this Agreement, such action will not be
           unreasonably delayed or withheld.

9.7        Media Releases. All media releases, public announcements and public
           disclosures by Safeskin or PSC relating to this Agreement, including
           without limitation, promotional or marketing material (but not
           including any announcement intended solely for internal distribution
           within Safeskin or PSC, as the case may be, or any disclosure
           required by legal, accounting or regulatory requirements beyond the
           reasonable control of Safeskin or PSC, as the case may be) will be
           coordinated with and approved by the other prior to the release
           thereof.

9.8        Severability. If any provision of this Agreement is declared or found
           to be illegal, unenforceable or void, then the parties will be
           relieved of all obligations arising under such provision, but only to
           the extent that such provision is illegal, unenforceable or void, it
           being the intent and agreement of the parties that this Agreement
           will be deemed amended by modifying such provision to the extent
           necessary to make it legal and enforceable while preserving its
           intent or, if that is not possible, by substituting therefor another
           provision that is legal and enforceable and achieves the same
           objective. If such illegal, unenforceable or void provision does not
           relate to the payments to be made to PSC hereunder and if the
           remainder of this Agreement will not be affected by such declaration
           or finding and is 


                                       28
<PAGE>   30

           capable of substantial performance, then each provision not so 
           affected will be enforced to the extent permitted by law.

9.9        Waiver. No delay or omission by either party hereto in exercising any
           right or power hereunder will impair such right or power or be
           construed to be a waiver thereof. A waiver by either party hereto of
           any of the covenants to be performed by the other or any breach
           thereof will not be construed to be a waiver of any succeeding breach
           thereof or of any other covenant herein contained. Except as
           otherwise provided in this Agreement, all remedies provided for in
           this Agreement will be cumulative and in addition to and not in lieu
           of any other remedies available to either party at law, in equity or
           otherwise.

9.10       Attorneys' Fees. If any legal action or other proceeding is brought
           for the enforcement of this Agreement, or because of an alleged
           dispute, breach, default or misrepresentation in connection with any
           of the provisions of this Agreement, the prevailing party will be
           entitled to recover reasonable attorneys' fees and other costs
           incurred in that action or proceeding, in addition to any other
           relief to which it may be entitled.

9.11       Entire Agreement. This Agreement, including any Schedules referred to
           herein and attached hereto, each of which is incorporated herein for
           all purposes, and all documents executed contemporaneously herewith,
           constitutes the entire agreement between the parties hereto with
           respect to the subject matter hereof and there are no
           representations, understandings or agreements relative hereto which
           are not fully expressed herein. No change, waiver, or discharge
           hereof will be valid unless in writing and signed by an authorized
           representative of the party against which such change, waiver, or
           discharge is sought to be enforced.

9.12       Governing Law. In accordance with 6 Del. C. Section 2708, this
           Agreement shall be governed by, and construed and enforced in
           accordance with, the domestic laws of the State of Delaware without
           giving effect to any choice of law or conflict of law provision or
           rule (whether of the State of Delaware or any other jurisdiction)
           that would cause the application of the laws of any jurisdiction
           other than the State of Delaware.

9.13       No Third-Party Beneficiaries. The parties agree that this Agreement
           is for the benefit of the parties hereto and is not intended to
           confer any rights or benefits on any third-party, including any
           employee of either party, and that there are no third-party
           beneficiaries to this Agreement or any part or specific provision of
           this Agreement.




                                       29
<PAGE>   31
           In Witness Whereof, PSC and Safeskin have each caused this Agreement
to be signed and delivered by its duly authorized representative, all as of the
Agreement Date.


Perot Systems Corporation              Safeskin Corporation

By: /s/ H. RONALD NASH                 By: /s/ JOHN G. BREWER
   -------------------------------        --------------------------------------
Name: H. RONALD NASH                   Name: JOHN G. BREWER
     -----------------------------           -----------------------------------
Title: Vice-President                  Title: Vice-President
       ---------------------------           -----------------------------------


                                       30