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                                                                 Exhibit 10.2A

                                                                       3/21/97


* Confidential portion has been omitted and filed separately with the
Commission.


THIS COMPUTER SERVICES AGREEMENT is made and entered into this 21 day of March,
1997 (the "Effective Date") by and between Computer Outsourcing Services, Inc.,
a New York Corporation (hereinafter referred to as "COSI"), on the one hand and
Alicomp, a division of Alicare, Inc., (hereinafter referred to as "ALICOMP") on
the other hand.

WHEREAS COSI is in the business of providing computer related services for
ALICOMP and other ALICOMP commercial customers (herein individually called "an
ALICOMP customer" and collectively called "ALICOMP Customers"; and

WHEREAS ALICOMP is desirous of obtaining certain of these services provided by
COSI under terms and conditions set forth herein; and

WHEREAS COSI is desirous of providing certain related services to ALICOMP;

                                   WITNESSETH

NOW THEREFORE in exchange for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties have agreed as follows:

1.     DEFIN1TIONS

The following terms, when used herein, shall have the meanings ascribed to them
hereinbelow:

1.     "ALICOMP Software" means the Software that is proprietary to ALICOMP or
       the ALICOMP customer, which COSI shall use to provide the Services
       hereunder.

2.     "COMMUNICATIONS MANAGER" means the individual(s) that COSI shall
       designate to receive all notices and/or formal communications under this
       Agreement.

3.     "COMPLIANCE" means, with respect to the Services, that such Services are
       provided in accordance with the then-current Performance Standards.

4.     "COMPUTER EQUIPMENT" means CPU's, terminals, direct access storage
       devices, computers, keyboards, disk drives, disks, tape drives, tapes,
       display devices, modems, multiplexors, peripherals, other input and
       output devices, communications devices, routers, servers, gateways, and
       all other computer hardware and equipment, as set forth in Exhibit A and
       attached hereto.

5.     "COMPUTER SYSTEMS" means applications and telecommunications network.


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6.     "CONFIDENTIAL INFORMATION" means all confidential, non-public,
       proprietary information relating to a party or its clients, prospective
       clients, brokers and consultants, suppliers, or clients' clients and all
       copies and tangible embodiments thereof in whatever form or medium,
       including, without limitation, the Software, the Data, the Computer
       Equipment, and all data, files, supplier, client and customer identities
       and lists, accounting records, forecasts, project management plans,
       marketing plans, business plans, systems designs, report formats, coding
       techniques and routines, file handling and search techniques, data entry
       handling routines, and report generation routines. It shall include
       information provided in writing, graphically, electronically or orally
       (if provided orally, it shall not be deemed Confidential Information
       unless within thirty (30) days of disclosure it is identified as
       Confidential Information in writing except for prospective clients, whose
       identity shall be confidential regardless of how provided). Information
       in writing shall be treated as confidential as of the date of receipt of
       the written confirmation. Notwithstanding the foregoing, the term
       Confidential Information shall not include information that: (i) is or
       becomes publicly known through no wrongful act or breach of any
       obligation of confidentiality on the part of the party receiving same;
       (ii) is at any time received from a third party by the party that
       receives the same in connection with this Agreement (unless the party
       receiving the information has actual knowledge that the third party
       supplying such information has breached an obligation to keep the
       information confidential; (iii) was approved for release by written
       authorization from the party that disclosed the same in connection with
       this Agreement; or (iv) was disclosed without an obligation of
       confidentiality to the party receiving the same without an obligation of
       confidentiality. The parties ftirther agree that a party shall not be
       liable for (I) inadvertent disclosure of Confidential Information
       provided that (a) such party uses the same degree of care in safeguarding
       such Confidential Information as it uses for its own proprietary
       information of like importance and (b) upon discovery of such inadvertent
       disclosure of such Confidential information, such party endeavors to
       prevent any further disclosure, and (ii) unauthorized disclosure of
       Confidential Information by persons who are or who have been in the
       employ, unless it fails to safeguard such confidential Information with
       the same degree of care it uses for its own proprietary information of
       like importance.

7.     "DATA" means files and factual information of any supplier or customer of
       ALICOMP including but not limited to the respective operations that are
       used to provide the Services as defined below.

8.     "DATE OF FIRST PRODUCTIVE USE" means the date the provision of all
       Services hereunder commences (the date ALICOMP uses COSI's Computer
       Center on a live basis to process all its work). Such date shall be
       evidenced by a document executed by both parties within ten (10) days
       following such date in the form of Exhibit B attached hereto. If the
       parties fail to execute such document, the Date

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       of First Productive use shall be deemed to be thirty (30) days prior to
       the date of issue stated on the first check in payment for the services
       provided hereunder.

9.     "EFFECTIVE DATE" means the date that this Agreement is signed.

10.    "EMERGENCY SERVICES" means services which COSI must provide promptly (but
       in any case, within one (1) hour of notice) upon request from ALICOMP.
       Such services shall include without limitation, Services to respond to
       ALICOMP needs and business requirements and to resolve problems,
       regenerate tables and provide increased availability during monthly
       financial reconciliation and year-end reporting.


11.    "FACILITY LOCATION" means 300 Harmon Meadow Boulevard, Secaucus, New
       Jersey 07094 or other location approved by ALICOMP from which
       the Services to be provided hereunder are so provided.


12.    "FORCE MAJEURE EVENT" means any event beyond the control of a party,
       including, but not limited to, acts of God, flood or fire not caused by
       negligence or any intentional act of an employee, agent or subcontractor
       of such party, earthquakes, acts of public enemies, and natural
       disasters, or changes in requirements of law, government order or
       regulation that prohibit or limit performance of the Agreement. Failure
       of a third party to provide electricity shall be a force majeure event
       only if the back up system provided by COSI is maintained and in good
       working order at the time of the event.

13.    "INTELLECTUAL PROPERTY" means copyrights, patents, trademarks, trade
       secrets, and all other intellectual property rights.

14.    "INTERNAL RESPONSE TIME" means the time it takes an instruction to go out
       from a device (from the time the Enter key is hit) until the computer
       response to the instruction (as that time is understood in the industry
       with respect to MIPS), not including the delay a data communications
       network will add ("Total Response Time"). For channel attached devices,
       Total Response Time is the same as Internal Response Time.

15.    "IPL" means Initial Program Load.

16.    "MAINTENANCE SERVICES" means, with respect to any computer Equipment or
       Software that COSI uses to provide the Services, all services necessary
       to ensure that such COSI Computer Equipment or Software is in good
       operating order an otherwise substantially conforms to the descriptions
       of the same contained in the agreements pursuant to which COSI obtained
       the right to use such Computer Equipment or Software to provide the
       Services.

                                     PAGE 3
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17.    "MAJOR PROBLEM" means any failure of the Services to be in Compliance
       that ALICOMP, in the exercise of its reasonable discretion, determines
       affects ALICOMP's ability to provide services to itself or its customers,
       provided the failure is not caused by ALICOMP or its representatives or
       customers or by any data or program installed by any of the foregoing.

18.    "MINOR PROBLEM" means any failure of the Services to be in Compliance
       other than a Major Problem, provided the failure is not caused by ALICOMP
       or its representatives or customers or by any data or program installed
       by any of the foregoing (other than data or programs so installed
       pursuant to advice from or with the approval of COSI).


19.    "MIPS" means Millions of Instructions Per Second.


20.    "NEW ALICOMP SOFTWARE" means all software that is developed or purchased
       by or for ALICOMP and used by COSI solely to provide the Services and for
       no other purpose, including, without limitation, all derivative works of
       ALICOMP Software.

21.    "PRIME SHIFT TIME" means Monday through Friday 7:30 A.M. to 8:00 P.M. and
       Saturday 7:30 A.M. through 3:00 P.M. inclusive fifty two weeks per year.

22.    "NON PRIME SHIFT TIME" means all times of the day other than Prime Shift
       Time.

23.    "PERFORMANCE STANDARDS" means the standard of performing the Services
       hereunder as set forth herein.

24.    "SERVICES" means all functions and responsibilities described in Exhibit
       A attached hereto, as modified from time to time.

25.    "SOFTWARE" means Software (in Source Code and executable code forms) and
       all programming, systems and user documentation related to such Software.

26.    "SOURCE CODE" means, with respect to any computer program or portion
       thereof, a full source language statement of such program and all
       documentation related to maintenance for such program, including, without
       limitation, all flow charts, schematics and annotations that comprise the
       design specification for such program.

27.    "TERMINATION COSTS" shall mean all reasonable costs of ALICOMP incurred
       after termination of this Agreement for breach by COSI before the
       expiration of the then-current term of this Agreement to obtain from a
       third party for the balance of the then current term the Services on
       substantially the same terms and

                                     PAGE 4
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       conditions as those contained herein or to perform the Services itself,
       including, without limitation (a) all costs associated with any Computer
       Equipment or Software purchased, licensed or leased by ALICOMP from a
       third party to obtain from a third party the services on substantially
       the same terms and conditions as those contained herein (or to perform
       the Services itself); (b) all amounts in excess of the amounts that would
       have been paid to COSI hereunder to provide such Services; (c) all
       reasonable out-of-pocket expenses (including, reasonable legal fees and
       professional time) paid by ALICOMP to enter into all agreements required
       to obtain the Services from a third party or perform the Services itself.
       COSI's maximum liability hereunder shall be the greater of the total of
       (a), (b) and (c) or the monthly fees times the remainder of months and
       partial months in the then current term times one and one-half (1.5).

2.     TERM


(A)    The term of this Agreement shall commence on the Date of First Productive
       Use and remain in effect for thirty-six (36) consecutive months. This
       Agreement shall continue thereafter for a maximum of an additional 24
       months unless ALICOMP shall have given 180 days notice of its wish to
       terminate this Agreement. Notice may be given at any time after the
       Agreement has been in effect for thirty months.


(B)    Anything contained in this Agreement to the contrary notwithstanding,
       this Agreement shall not be effective unless and until COSI enters into a
       lease for the Facility Location.

3.     COMMENCEMENT

(A)    The Facility Location shall be ready to effectuate the Date of First
       Productive Use no later than October 1, 1997.

(B)    The Date of First Productive Use shall not be later than December 15,
       1997 provided the Facility Location is in Compliance.

4.     A. COMPUTING SERVICES

(1)    Quality of Services. At all times during the term of this Agreement, COSI
       shall provide the Services in Compliance.

(2)    Manner of Performance. COSI shall cause all Services provided by it under
       this Agreement, whether performed by COSI or its approved subcontractors,
       agents or representatives, to be performed in a timely and professional
       manner pursuant to the Exhibits attached hereto by qualified persons
       fully familiar with the Computer Equipment and the operating system
       Software as it relates to the applications software used by COSI to
       provide Services, and in compliance with

                                     PAGE 5
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       all laws, ordinances, rules and regulations, all requirements of
       insurance policies, and all requirements of any third party that may have
       provided any of the Software or Computer Equipment to COSI.

(3)    Compliance with ALICOMP Rules. Each party shall ensure that its
       employees, agents, and subcontractors shall obey, when on the premises of
       the other party , all rules, regulations and security procedures and
       other requirements of that party , and all reasonable instructions and
       directions from that party and its designees.

(4)    Key Employee(s): (i) COSI shall assign Robert Wallach for as long as he
       is employed as a COSI employee, with management responsibility over COSI
       as ALICOMP's Client advocate. In the event that Robert Wallach shall
       cease to be a COSI employee, or cease to have day to day responsibility
       over the COSI outsourcing activities ALICOMP shall have the right to
       approve or disapprove his replacement as client advocate. If ALICOMP
       shall disapprove his replacement, then COSI shall use its best efforts to
       select a new client advocate acceptable to ALICOMP. COSI's client
       advocate will assure ALICOMP that any COSI corporate policy that is made
       during the term of this Agreements will be consistent with this Agreement
       or make ALICOMP immediately aware if not so.; (ii) COSI shall assign
       Thomas Laudati to work as COSI's account representative for ALICOMP; In
       the event that Thomas Laudati shall cease to be a COSI employee, ALICOMP
       -shall have the right to approve or disapprove his replacement as account
       representative. If ALICOMP shall disapprove his replacement, then COSI
       shall use its best efforts to select a replacement ALICOMP Account
       Representative acceptable to ALICOMP.

4. B.  SINGLE POINT OF CONTACT, FACILITY LOCATIONS & INSPECTION

(1)    Communications Manager. (i) Within three (3) days after the Effective
       Date, COSI shall designate in writing a qualified employee(s) of COSI
       acceptable to ALICOMP to whom all communications from ALICOMP shall be
       addressed and who has authority to act for COSI in connection with all
       aspects of this Agreement. (ii) Within three (3) days after the Effective
       Date, ALICOMP shall designate a qualified employee(s) of ALICOMP who has
       authority to act for ALICOMP in connection with all aspects of this
       Agreement. ALICOMP, in its sole discretion, may replace such employee(s)
       from time to time during the term of this Agreement upon providing notice
       of same to the Communications Manager. See Exhibit C attached hereto.

(2)    Changes to Technology. From time to time during the term of this
       Agreement, ALICOMP may provide notice to the Communications Manager that
       the Computer Equipment or Software should be modified to reflect the
       development of Software or Computer Equipment being used within the
       overall COSI operating environment that is more effective or efficient
       for the business needs of

                                     PAGE 6
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       ALICOMP than that used to provide the Services at the time of such
       notice. Upon receipt of such notice, the parties shall negotiate in good
       faith to modify the Computer Equipment and/or Software accordingly to
       reflect the inclusion of such Software and/or Computer Equipment if COSI
       uses such new Software or Computer Hardware for its clients.

(3)    Facilities Location. Except as expressly permitted herein, COSI shall
       provide the Services solely from the Facility Location (sometimes known
       as the "Information Technology Facility") and such other information
       technology facilities for which COSI gives notice to ALICOMP and for
       which ALICOMP provides to COSI written consent, which consent shall not
       be unreasonably withheld. Any migration and moving costs and expenses
       incurred by ALICOMP as a result of such services being provided from
       another location, even if with ALICOMP's consent, shall be borne by COSI.
       The failure to consent by ALICOMP to relocate to a facility located both
       outside of Hudson County and more than 10 miles from the New Jersey side
       of the Lincoln Tunnel prior to 36 months from the Date of First
       Productive Use shall not be deemed unreasonable.

(4)    (a) Inspection. ALICOMP shall have the right from time to time, but in no
       event to exceed two (2) times per year, to be exercised at ALICOMP's
       option through its employees and third party consultants, auditors, or
       agents, to observe and monitor all aspects.,of performance by COSI of it
       obligations hereunder at COSI's place of performance, such observation or
       monitoring shall be upon reasonable notice. All books and records of COSI
       related to same shall be made available. COSI shall use its best efforts
       to facilitate such observations and monitoring (including, without
       limitation, providing access to any portion of COSI's premises where
       performance is occurring). ALICOMP shall pay all costs and expenses of
       ALICOMP employees and third party consultants, auditors or agents to
       observe and monitor such performance. The ALICOMP employees, auditors and
       agents who perform such observations and monitoring shall be required to
       treat a Confidential Information any information disclosed to them during
       such observation.

       (b) In addition to the inspections performed by ALICOMP, ALICOMP's larger
       ALICOMP Customers shall have the right to a similar inspection on the
       same terms and conditions set forth in the paragraph immediately above.
       ALICOMP shall take reasonable steps to limit the inspection right of its
       customers and in no event shall more than ten (10) ALICOMP Customers have
       the right to an inspection in any twelve (12) month period without prior
       written consent of COSI and no ALICOMP Customer shall have the right to
       perform more than one inspection per twelve (12) month period.

(5)    Continuity. Notwithstanding anything to the contrary contained herein,
       but subject to subparagraph 24.E., without prior consent of ALICOMP, COSI
       shall not suspend performance of its obligations hereunder during the
       term of this

                                     PAGE 7
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       Agreement for any reason including, without limitation, any breach of the
       Agreement by ALICOMP other than non-payment of undisputed amounts
       becoming due hereunder for more than * after such amounts first became
       due.

4.     C. CHANGES TO SERVICES

(1)    Technological Advances. COSI shall take all commercially reasonable
       actions in accordance with the standards of the industry, without charge
       to ALICOMP to (a) maintain all Computer Equipment and Software used by
       COSI to provide Services at a technological level that will enable
       ALICOMP to maintain its competitiveness; (b) to provide to ALICOMP
       written descriptions of any technological advances scheduled for the
       overall operating environment as such technology advances become
       available and to provide at least thirty (30) days prior notice of the
       scheduled changes; and (c) to share the benefits of new technology,
       research and development.

(2)    COSI shall not install or implement any Hardware or Software to provide
       Services to ALICOMP which are unique to COSI without the prior written
       consent of ALICOMP, which consent shall not be unreasonably withheld.
       ALICOMP's refusal to grant its consent shall not be deemed to have been
       unreasonably withheld if the Hardware or Software is not commercially
       available or if a reasonable number of third party vendors do not provide
       service contracts or replacement parts as applicable or if ALICOMP will
       have to rely upon COSI to maintain the Hardware and Software after
       termination of this Agreement.

4.     D. MAINTENANCE AND SUPPORT

(1)    Problem Reports. Upon acquiring knowledge of any Major Problem or Minor
       Problem, ALICOMP shall report same to Communications Manager by
       telephone. COSI shall provide qualified personnel twenty-four (24) hours
       per day, seven (7) days per week, three hundred sixty five (365) days per
       year to provide telephone service to respond to such telephone reports
       from ALICOMP. Within one hour COSI shall provide ALICOMP with a status
       report on its efforts to correct the problem, including a statement as to
       whether COSI deems the problem to be a Major Problem or a Minor Problem.

(2)    Major Problems. COSI shall correct all Major Problems or provide a
       workaround within * of receipt of telephone reports from ALICOMP of such
       Major Problems. COSI shall provide Emergency Services including but not
       limited to qualified staff to work exclusively to correct Major Problems
       until such Major Problems are corrected. ALICOMP shall cooperate with
       COSI as may be reasonably necessary for COSI to correct such major
       Problem; provided that such cooperation shall not interrupt the normal
       business operations of ALICOMP. In the event that COSI fails to correct
       such major

                                     PAGE 8


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

       Problem or provide a workaround within * of receipt of ALICOMP's
       telephone report of such Major Problem, ALICOMP may, at COSI's sole
       expense, provide employees of ALICOMP or third parties to work at COSI's
       premises to correct such Major Problem.

(3)    Minor Problems. COSI shall use its best efforts to correct all Minor
       Problems within * of receipt of telephone reports from ALICOMP of such
       Minor Problems. ALICOMP shall cooperate with COSI as may be reasonably
       necessary for COSI to correct such Minor Problems provided such
       cooperation shall not interrupt the normal business operations of
       ALICOMP.

(4)    Support. COSI shall make available by telephone twenty-four (24) hours
       per day, seven (7) days per week, three hundred sixty five (365) days per
       year, qualified personnel necessary to answer questions from ALICOMP
       regarding the, Services and to assist ALICOMP to use all features of the
       Services fully and completely. COSI shall provide responses to all such
       questions within one (1) hour after receipt of same.

(5)    Service Levels. If COSI fails to provide the Services in Compliance, and
       after notice to COSI setting forth the reason(s) for such failure,
       discussions between the parties with respect to the failure and agreement
       by COSI that the Services were not provided in Compliance the Monthly
       Fixed Fee due after the month in which COSI so fails to provide such
       Services shall be reduced as specified in this Agreement or Exhibits
       attached hereto.

4.     E. REPORTING

(1)    Performance and Cost Reporting. In addition to any reports which are
       required to be made by the Account Manager, COSI shall keep complete and
       accurate records as may be necessary (i) to monitor the performance of
       COSI obligations hereunder including, without limitation, as may be
       necessary to determine whether the Services are in Compliance; and (ii)
       to allocate costs to offices, practices, functional groups, commercial
       clients, and similar divisions and subdivisions of ALICOMP; and (iii) any
       other reasonable reports requested by ALICOMP. Within the first five (5)
       business days after the last day of each calendar month, COSI shall
       provide to ALICOMP such records relating to such calendar month in
       machine readable form on media and in data formats as may be specified by
       ALICOMP from time to time. ALICOMP may provide such records to third
       parties. CIMS reports, or equivalent agreed to by ALICOMP, however,
       needed to produce customer invoicing must be provided by the first day of
       the month immediately preceding the month for which the information is
       required.

(2)    Planned Changes. As required, COSI shall provide to ALICOMP a complete
       report of all modifications to the Computer Equipment and the Software
       used by

                                     PAGE 9


* Confidential portion has been omitted and filed separately with the
Commission.


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       COSI to provide the Services that are planned by COSI to the ALICOMP
       operating environment. COSI shall discuss with ALICOMP any objections
       ALICOMP may have to such modification and shall use its best efforts to
       resolve all issues raised in connection with such objectives.

(3)    Meetings. From time to time during the term of this Agreement, within
       five (5) business days after written request for a meeting with COSI.
       COSI shall meet with ALICOMP at ALICOMP's premises or at such location as
       may be reasonably designated by ALICOMP to discuss the performance of
       this Agreement by COSI. COSI shall use its best efforts to ensure that
       any employee or agent of COSI that may be specified by ALICOMP attends
       such meetings.

5.     A. PERFORMANCE STANDARDS

(1)    (i) Computer and Data Network Availability. For both batch and on-line
       capabilities, computer and data network availability and attended
       computer operators will be provided seven (7) days per week, twenty-four
       (24) hours per day, three hundred sixty five (365) days per year, except
       for prescheduled preapproved Non Prime Shift Time maintenance coordinated
       in advance with ALICOMP. Additional or special requirements for
       maintenance will be coordinated with ALICOMP as soon as practical.

       (ii) COSI guarantees that the standard for computer and data network
       availability will be * of the time twentyfour (24) hours a day, seven (7)
       days per week, three hundred sixty-five (365) days per year (herein
       called "the Standard").


(2)    (a) Application availability. Unless ALICOMP approves otherwise, in
       writing, all updated production on-line applications shall be fully
       functional and available to ALICOMP and ALICOMP's Customers no later
       than 7:30 A.M. each morning and will be available thereafter continually
       until the daily batch cycles have to be run. The batch cycle will be run
       no earlier than 8:00 P.M. and no later than is necessary to comply with
       the 7:30 A.M. requirement; assuming "batch window" requirements for
       meeting system schedules remain consistent with performance prior to the
       Date of First Productive Use at COSI.


       (b) ALICOMP shall use its best efforts to fully test each new application
       or change to any existing application or operating system release
       (software changes) so as to minimize any Major Problems or Minor Problems
       that my results from its use. ALICOMP shall sign off on each change
       before it will be moved from Test to Production. Internal response time
       standards will be reviewed for compliance after each application change
       and jointly agreed upon with COSI. COSI shall attempt to balance and tune
       standards back in compliance. If additional resources are required to
       bring the performance back into compliance due to any change caused by
       ALICOMP, ALICOMP may purchase such

                                     PAGE 10


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

       additional resources from COSI or agree to change the Standards. If
       client changes such standards such changes will be the responsibility of
       ALICOMP.

       (c) COSI will use its best efforts to make software changes required for
       COSI to be in Compliance and use its best efforts to maintain the same
       Performance Standards that existed just prior to the software change.
       ALICOMP acknowledge that new releases can cause intermittent problems
       that cannot be foreseen in advance and may not be detected during the
       testing of same in that regard. Balancing and tuning will be immediately
       attended to by COSI and COSI will promptly provide ALICOMP Emergency
       Services to bring the standard back to what it was prior to the change.

       (d) It is ALICOMP's responsibility to provide COSI with information that
       it may be in possession of which may help COSI to prepare for software
       changes requested by ALICOMP or new ALICOMP business which would require
       more resources. Should more MIPS, DASD or labor (resources) be required
       to handle a software change, COSI shall use its best efforts to provide
       such additional resources in a prompt and timely manner. ALICOMP will pay
       COSI, pursuant to this Agreement, for such increased resources.
       Additionally, ALICOMP will cooperate with COSI and provide its best
       effort to bring the standard back to those in effect prior to the
       software changes should those standards be impacted.

       (e) ALICOMP shall not prevent COSI from changing operating systems
       software as mandated by IBM or other third parties beyond the point where
       such software will not be supportable. COSI shall give ALICOMP no less
       than one hundred and twenty (120) days notice prior to the need for such
       operating systems change.

       (f) For the seven (7) days immediately following software changes, the
       system availability and Internal Response Time shall not be relied upon
       in the measurement of the Standard for COSI to be in Compliance.

(3) Internal Response Time.

       a)   For the ALICOMP Customers COSI will meet or exceed Internal Response
            Time standards. The Internal Response Time shall be measured at
            ALICOMP's current location in the sixty (60) day period immediately
            preceding the Date of First Productive Use. The method for capturing
            current Internal Response Time and Total Response Time levels shall
            be agreed upon during migration and those results will be used for
            comparison with performance levels provided by COSI and reported to
            ALICOMP.

       b)   Guaranteed average CICS Internal Response Time for ALICOMP shall be
            less than * for all transactions * of the time as measured over any
            * consecutive business days. Exhibit D

                                     PAGE 11


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

            Internal response time schedule shall be the log of daily CICS
            Internal Response Time for production applications produced by
            ALICOMP at its current location in the sixty (60) business day
            period immediately preceding the Date of First Productive Use. That
            will confirm sub-second Internal Response Time for the current
            applications mix and volumes detailed.

       c)   Internal Response Time for Alico Services Corporation ("ASC") VM,
            VSE, MVS, CICS Production transactions will meet or exceed current
            performance levels of its current location as measured in the sixty
            (60) days immediately proceeding the Date of First Productive Use.
            ALICOMP and COSI will select specific transactions to find a
            sampling scheme and a toll to measure Internal Response Time for
            comparison purposes. Schedule D shall reflect these measurements and
            shall be annexed hereto prior to the Date of First Productive Use.

       d)   Total Response Time for interactive use by ALICOMP Customers will
            not differ from current performance levels of its current location
            as measured in the sixty (60) days immediately proceeding the Date
            of First Productive Use. COSI and ALICOMP will select a sample set
            of representative work stations for comparison monitoring and shall
            list such measurements on Schedule D to be attached hereto prior to
            the Date of First Productive Use.

       e)   The damages for failing to meet the requirements set forth in
            subparagraphs (a) through (d) are set forth in Paragraph 17..
            Consistent with the provisions of subparagraph 5.A.(2) above, the
            seven (7) day period immediately proceeding a software change, or
            the addition of new ALICOMP business, will not be included in
            Internal Response Time or Total Response Time measurements as it
            relates to Performance Standards being in Compliance or in the
            calculation or measurement of damages.

(4)    Processors. ALICOMP's ability to conduct its business will not be
       adversely affected by restriction on the number of regions or partitions
       available pursuant to this Agreement.

(5)    Technical Support. Technical and Operational Support will be available
       twentyfour (24) hours per day, seven (7) days per week on an on call
       basis. These services include but are not limited to the serviced
       described in functional responsibilities set forth in Exhibit A attached
       hereto.

(6)    For as long as John Eurell, Rick Rittner, Glenn Ring, Mike Pellicciotta,
       Shanti Dipnraine and Frank Mulligan are employed by ALICOMP or are
       otherwise providing services to ALICOMP, ALICOMP will have access to
       their services: (1) for the purpose of providing the Services in this
       Agreement in Compliance; (2) for utilizing their skill sets and knowledge
       of current and near term ALICOMP customers as referred to in Exhibit E
       attached hereto and for promptly

                                     PAGE 12
<Page>

       helping ALICOMP evaluate prospective customer needs including the
       preparation of proposals, site visits, and any other activity required to
       facilitate the acquisition of new business. It is anticipated that these
       individuals shall remain ALICOMP employees or contractors, however the
       cost of their services, including wages, overtime, benefits and taxes
       where applicable, shall be set off against the fees payable by ALICOMP to
       COSI pursuant to Exhibit A hereto. Annual Reviews for all ALICOMP
       employees shall be done in concert with COSI senior management, it being
       understood, however, that the amount of an individual's wage increase
       will be subject to and be in conformance with COSI's standard review,
       appraisal, and compensation policy. During the term of this Agreement,
       ALICOMP and COSI shall agree if ALICOMP wishes to transfer the employment
       or contractor status of one or more of the above referenced individuals
       form ALICOMP to COSI.

(7)    Help Desk. Help Desk ("HD") shall be available twenty-four hours a day,
       seven (7) days a week. Functional responsibilities shall be set forth in
       Exhibit A.

(8)    Impact Printing. ALICOMP COSI shall perform all of the computer impact
       printing functions, including but not limited to, the functions described
       in Exhibits F attached hereto. COSI shall (i) perform all associated
       paper and form storage functions, and (ii) perform the once daily
       distribution of printed data from COSI to ALICOMP headquarters in NYC
       offices at approximately 10:00 AM each business day.

(9)    Tape Drives and Tapes. COSI will provide, as set forth in Exhibit A
       attached hereto.

(10)   Disk Storage Devices (DASD). COSI will supply storage devices with
       appropriate controllers as set forth in Exhibit A attached hereto.

(11)   Data Network Facilities. Data network facilities shall be provided as set
       forth in Exhibit A and Exhibit G attached hereto.

(12)   Computer Operations. Functional responsibilities regarding the providing
       of services, including production control, are set forth in Exhibit A
       attached hereto.

5.     B. PHYSICAL ACCESS

(1) Access to COSI's buildings and data center will be restricted by use of card
entry or similarly secure system. Security personnel shall be located on site
twenty-four (24) hours a day, seven (7) days per week.

(2) ALICOMP's employees, ALICOMP's Customers, and third party contractors
engaged by ALICOMP, shall have access to the ALICOMP offices at the Information

                                     PAGE 13
<Page>

Technology Facility on a 24 hour a day basis seven days a week basis subject to
compliance with COSI's security procedures.

6.     FEES

Fees are set forth in Exhibit A attached hereto.

7.     DISASTER RECOVERY

Services shall be provided as set forth in Paragraph 24.E. and F. and Exhibit H
attached hereto.

8.     OWNERSHIP OF SYSTEMS AND MATERIALS

A.   All systems, programs, operating instructions, and other documentation
     prepared for ALICOMP by COSI shall be and remain the property of ALICOMP.

B.   Subject to Paragraph 18, upon termination of this Agreement, (i) all of
     ALICOMP's information retained in COSI's master files shall be made
     available to ALICOMP on magnetic tapes provided by ALICOMP; (ii) COSI shall
     return to ALICOMP all documents and written records of transactions and
     magnetic tapes and magnetic media belonging to ALICOMP; (iii) COSI shall
     erase all magnetic memory of ALICOMP's information no earlier than one (1)
     year following termination unless directed to do so by ALICOMP; and (iv)
     COSI shall provide any other documentation, including but not limited to,
     operating procedures and instructions to enable ALICOMP to transfer this
     documentation to ALICOMP or any third party it so designates.

9.     SOFTWARE AND COMPUTER EQUIPMENT


A.   Non IBM Party Software. COSI shall be solely responsible for obtaining
     and maintaining in ALICOMP's name all rights and licenses to operating
     systems and applications software to be granted by any of the vendors that
     are necessary for COSI to provide ALICOMP the Services in accordance with
     this Agreement; provided, however, that COSI shall not use any Software
     (other than IBM system software) to provide such Services without the prior
     written consent of ALICOMP, which consent shall not be unreasonably
     withheld. ALICOMP's consent will not be deemed to be unreasonably withheld
     with respect to any Software, the owner of which fails to provide written
     assurance that it will license such software to ALICOMP, its successor, or
     to COSI's successor should this Agreement terminate for any reason. Upon
     termination of the Agreement, COSI shall deliver to an entity designated by
     ALICOMP all of the non IBM software licenses COSI required immediately
     prior to the termination of this Agreement to perform hereunder including
     the ALICOMP licenses in effect on the Effective Date hereof as is listed

                                     PAGE 14
<Page>

     on Exhibit I, provided ALICOMP or its affiliates or its customers had a
     valid license on the Effective Date of this Agreement or thereafter.


B.   Documentation Requirement. In addition to any other information that
     ALICOMP may request regarding Software and Computer Equipment for which
     COSI requests written consent, COSI shall provide access to ALICOMP to all
     technical manuals and other documentation for such Software and Computer
     Equipment in such reasonable amounts as ALICOMP may request from time to
     time.

C.   Software License. Subject to all terms and conditions contained herein,
     ALICOMP hereby grants to COSI during the term of this Agreement, a
     non-exclusive, nontransferable, world-wide, royalty free license to use,
     copy, and create derivative works of the Software and the newly acquired
     Software solely to perform the obligations of COSI hereunder.

10.  WARRANTEES

A.   Performance  Warranty - COSI.  COSI  represents  and  warrants  that at all
     times during the term of this Agreement: (i) the Services shall be in
     Compliance; and (ii) the Services will be performed by qualified personnel
     in a professional and workmanlike manner which meets or exceeds industry
     standards.

B.   Performance Warranty - ALICOMP.  ALICOMP represents and warrants that any
     Services provided by ALICOMP employees or contractors will be performed by
     qualified personnel in a professional and workmanlike manner. This shall
     not be deemed, however, to relieve COSI of any responsibility it might have
     to provide the Services in Compliance,

C.   Computer Equipment. COSI represents and warrants that COSI shall keep all
     Computer Equipment that COSI uses to provide the Services in good operating
     condition and shall undertake all repairs and preventive maintenance
     required in accordance with industry standards and practices. All Computer
     Equipment and Software shall be under a maintenance agreement with the
     manufacturer or commercially equivalent provider which covers Prime Shift
     and Nonprime Shift time.

D.   Software Integrity. C OSI represents and warrants that no component of the
     New ALICOMP Software or the COSI Software shall include any feature or
     function which may enable COSI to: (i) discontinue at any time during the
     term of this Agreement or thereafter ALICOMP's effective use of the same;
     (ii) erase, destroy, corrupt, or modify without the consent of ALICOMP of
     any ALICOMP Data or other date stored on Computer Equipment used by
     ALICOMP; or (iii) bypass any internal or external software security measure
     without the consent or knowledge of ALICOMP to obtain access to such
     ALICOMP Data or other data. COSI will

                                     PAGE 15
<Page>

     advise ALICOMP if it learns that a third party may accomplish any of the
     foregoing

E.   Authority. Each party represents and warrants that it has all power and
     authority necessary to enter into and to perform this Agreement, and that
     upon execution and deliver, this Agreement shall be a legal, valid and
     binding obligation of such party enforceable against it in accordance with
     its terms.

F.   Infringement. (i) COSI represents and warrants that the New ALICOMP
     Software, the COSI Software and the Services do not and shall not infringe
     upon or misappropriate any Intellectual property of any third party; (ii)
     ALICOMP represents and warrants that ALICOMP Software and the New ALICOMP
     Software, if any, do not and shall not infringe upon or misappropriate any
     Intellectual Property of any third party.

G.   No Claims. (i) COSI represents and warrant that no claim (whether or not
     embodied in an action, past or present) has been made to it that the COSI
     Software infringes or misappropriates any Intellectual Property and that no
     such claim is pending against COSI or against any entity from which COSI
     obtained such rights; (ii) ALICOMP represents and warrants that no claim
     (whether or not embodied in an action, past or present) has been made to it
     that the ALICOMP Software and/or the New ALICOMP Software infringes or
     misappropriates any Intellectual Property and that no such claim is pending
     against ALICOMP or against any entity from which ALICOMP obtained such
     rights.

H.   Disclaimer of Warranty. Except as expressly specified herein, no party
     makes any other warranty, expressed or implied, and both parties disclaim
     the implied warranties or merchantability or of fitness for a particular
     purpose.

11.  LIMITATION OF REMEDIIES

In addition to the rights and obligations set forth in Paragraph 17:

A.   COSI Limitation of Liability. COSI's maximum liability for direct damages
     arising out of, or resulting from each breach of this Agreement by COSI
     shall be * of the net fixed minimum overall fee at the time of such breach.
     COSI shall have no liability for any services provided by ALICOMP to
     ALICOMP Customers under agreements between ALICOMP and ALICOMP Customers
     (herein individually called a "Customer Agreement" and collectively called
     "the Customer Agreements") except and only to the extent that ALICOMP under
     any Customer Agreement in effect as of the Effective Date of this Agreement
     is obligated to such ALICOMP Client for failure to provide such services.
     Any limitation of liability available to ALICOMP under such Customer
     Agreement shall likewise be available to COSI. COSI shall have no liability
     for any services ftirnished under any Customer Agreement entered into
     during the term of this

                                     PAGE 16


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

     Agreement, unless agreed to by COSI in writing at or prior to the time the
     ALICOMP Customer Agreement is entered into. Provided, however, that if
     ALICOMP Customers terminate their agreement(s) with ALICOMP for reasons
     arising out of COSI's failure to be in compliance with the Performance
     Standards then ALICOMP shall be entitled to show such terminations as proof
     of COSI's breach of this Agreement in any dispute resolution process or
     litigation.

B.   ALICOMP's Limitation of Liability. ALICOMP's maximum liability for direct
     damages arising out of, or resulting from, each breach of this Agreement by
     ALICOMP shall be an amount equal to * of the net fixed minimum annual fee
     at the time of such breach.


C.   General Limitation of liability. Each party's liability in the aggregate
     arising out of, or relating to, this Agreement, from any cause whatsoever,
     and regardless of the form of action (whether in contract or in tort,
     including negligence) shall be limited to direct damages in the aggregate
     up to *. Neither party shall be liable for any indirect or consequential
     damages or for the loss of data even if such party shall have been advised
     of the possibility of the liability of such potential loss or damage.


12.  CONFIDENTIAL TREATMENT OF INFORMATION

A.   (1) Use and Disclosure. Except as expressly provided otherwise herein, each
     party shall keep and maintain the Confidential Information disclosed to,
     learned by, or otherwise acquired in connection with the Services or this
     Agreement by, such party in strict confidence, whether in oral, written or
     graphical form, and shall not use or disclose the same except: (i) to
     employees or consultants of such party who need access to such Confidential
     Information to perform their obligations to the other and who have entered
     into written agreements with such party containing obligations of
     confidentiality substantially similar to those contained herein; or (ii) as
     required by law or court order. (2) In the event that a party received a
     request to disclose all or any part of any Confidential Information
     disclosed to, learned by, or otherwise acquired in connection with the
     Services or this Agreement by it hereunder under the terms of a valid and
     effective subpoena or order issues by a court of competent jurisdiction or
     by a judicial or administrative agency or legislative body or committee,
     such party agrees to (i) immediately notify the other of the existence,
     terms and conditions surrounding such request; (ii) consult with the other
     on the advisability of taking available legal steps to resist or narrow
     such request; and (iii) if disclosure of such Confidential Information is
     required or deemed advisable, exercise its best efforts to obtain an order
     reliable assurance that confidential treatment will be accorded to such
     portion of the Confidential Information to be disclosed which each party
     designates. Both parties shall be liable for any breach by its employees,
     consultants or agents of the provisions of this Agreement as such employee,
     consultant or agent is acting within the scope of his/her authority at the
     time of the breach. Each employee, consultant or agent of

                                    PAGE 17


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

     each party shall take all steps (by instruction, agreement or otherwise)
     necessary to maintain the confidentiality of the Confidential Information
     and use the same degree of care it uses to avoid disclosure of its own
     Confidential Information of like importance.

B.   Return of Confidential Information. Upon any expiration or termination of
     this Agreement or upon reasonable request, unless otherwise expressly
     specified in this Agreement, each party shall return all Confidential
     Information disclosed to, learned by, or otherwise acquired in connection
     with the Services of this Agreement by each party to the other.


C.   Remedy. Each party acknowledges and agrees that breach of this Section 12
     with respect to Confidential Information disclosed to, learned by, or
     otherwise acquired in connection with the Services or this Agreement by
     such party by any party may cause immediate and irreparable harm to the
     other for which the payment of money may not adequately compensate the
     other. Therefore, upon being advised of a breach of Section 12 with respect
     to Confidential Information, each party agrees to take immediate steps to
     secure such breach. In the event that the party that committed the breach
     fails to notify the other within one (1) business day that it has cured the
     breach, the aggrieved party shall be entitled to seek injunctive and other
     relief. In addition to the foregoing, the aggrieved party shall be entitled
     to any relief provided in this Agreement for damages incurred as a result
     of the breach.


13.  AUDITS

Upon reasonable notice and compliance with COSI's written security procedures (a
copy of which will be provided to ALICOMP by the Effective Date) COSI agrees to
permit ALICOMP, or its agents or designees, to audit the procedures for handling
and processing of ALICOMP Data covered by this Agreement. ALICOMP shall have
access to third party audits, internal EDP audits, and shall have the ability to
audit bills and invoices submitted to ALICOMP for payment. COSI agrees to comply
with all reasonable audit recommendations.

14.  MODIFICATIONS OF PROCEDURES

COSI may, at its reasonable discretion, make changes in its standards and
procedures for providing computing services in Compliance. COSI agrees to notify
ALICOMP, in advance, of all changes.

15.  TERMINATION FOR NONPAYMENT

In the event ALICOMP fails to pay charges properly invoiced to ALICOMP by COSI
within * after the date on which such payment is due, COSI, in its discretion,
may terminate this Agreement thirty (30) days after written notice to

                                     PAGE 18


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

ALICOMP; unless ALICOMP has tendered the overdue payment before the expiration
of such thirty (30) day notice period,

16.  INSURANCE

COSI shall procure and maintain through the term of this Agreement, at COSI's
sole cost and expense, at least the following types and amounts of insurance
coverages.


A.   COMMERCIAL GENERAL LIABILITY INSURANCE (including premises/operations
     liability, independent contractors liability, contractual liability,
     product liability, completed operations liability, broad form property
     damage liability, personal injury liability, and extended bodily injury and
     death coverage) in a minimum amount of $1,000,000 per occurrence and
     $2,000,000 aggregate combined single limit for bodily injury (including
     death, personal injury, or property damage).

B.   FIDELITY EMPLOYEE INSURANCE INCLUDING COMPUTER CRIME INSURANCE providing
     coverage for direct or indirect loss to ALICOMP including any loss of
     money, securities, or property other than money or securities to clients
     and any legal liability of ALICOMP arising out of or related to fraudulent
     or dishonest acts committed by the employees of COSI or its subcontractors,
     whether identified or not acting alone or in collusion with others, in a
     minimum amount of $5,000,000 with full indemnification of ALICOMP.

C.   COMMERCIAL AUTOMOBILE LIABILITY INSURANCE including coverage for owned,
     hired, and non-owned vehicles with a combined single limit of $1,000,000
     per occurrence for bodily injury, personal injury (including death), and
     property damage.

D.   UMBRELLA LIABILITY INSURANCE in minimum of $2,000,000.

E.   WORKERS COMPENSATION INSURANCE covering COSI's employees in an amount not
     less than the limits required by law and Employers Liability Insurance
     covering COSI's employees in an amount not less than $500,000 per
     occurrence.

F.   RISK OF LOSS COSI is responsible for risk of loss of care, custody and
     control, or damage to all Computer Equipment and Software within its
     possession or control on site at the facility.

G.   ERRORS AND OMISSIONS providing a minimum of $21,000,000 per occurrence.


17.  DEFAULTS AND REMEDIES

A.   Upon any material breach of this Agreement or any series of breaches that
     collectively constitute a material breach of this Agreement by COSI,
     ALICOMP

                                    PAGE 19



<Page>

     shall give notice followed by written confirmation to COSI stating with
     reasonable specification the nature of such material breach. COSI shall,
     where the breach has a material adverse impact on ALICOMP, immediately
     initiate Emergency Services to correct the breach and continue these
     efforts by reasonable means in order to correct the breach. In the event
     the breach is not remedied within ten (10) days of receipt of written
     notice ALICOMP may, at ALICOMP's sole discretion, give COSI a thirty (30)
     day written notice of its intent to terminate this Agreement. If the breach
     is cured within such thirty (30) day period after notice is given prior to
     termination, ALICOMP may, at its sole discretion, advise COSI of its
     intention not to terminate this Agreement by giving COSI reasonable notice
     of such intent as soon as practicable under the circumstances. If ALICOMP
     elects to terminate this Agreement, COSI shall fully cooperate in ALICOMP's
     migration to a new arrangement and provide the Termination Services and
     Termination Assistance itemized in Paragraph 18. Notwithstanding such
     termination, COSI shall be required to continue to provide the Services at
     a prorata daily usage rate. In addition, COSI shall be obligated to
     reimburse ALICOMP for its Termination Costs.

B.   The parties have recognized and agreed that the damages which ALICOMP would
     sustain in the event that COSI fails to make the computer and data network
     available in accordance with the requirements of Paragraph 5 or fails to
     make the applications available or fails to meet the Internal Response
     Times all as set forth in Paragraph 5 of this Agreement would be difficult
     to measure and have agreed to the following formula for the calculation of
     such damages as their best estimate of the calculation of such damages and
     not as a penalty.

(1)  Computer, applications and data network unavailability for ASC only. There
     shall be no damages for any month in which the computer, Applications and
     data network is available to ALICOMP for * of the time irrespective of what
     times during the month the computer, Applications, and data network is
     unavailable unless caused by ALICOMP. If the computer, Applications and
     data network is unavailable for more than * of the time during any month
     then for each hour of the time during that month that the computer,
     application and data networks is unavailable beyond * of the time the fees
     for that month that would otherwise be due to COSI shall be reduced by the
     sum of * dollars for each hour, (prorated to the nearest minute) for which
     the computer, Applications and data network is unavailable during Prime
     Shift Time and * dollars for each hour during which the computer and data
     network is unavailable during the Non-Prime Shift Time. As used herein the
     term "data network" shall mean the T-1 link backed up by a second T-1 link
     between the COSI Information Technology Facility and ASC headquarters at
     730 BROADWAY, NEW YORK, NY 10003, as well as the link to the ALICARE
     affiliate's facility backed up by a dial-up connection in Salem, New
     Hampshire.

                                    PAGE 20


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

(2)  Internal Response Times: Unless caused by ALICOMP, if average internal
     response times for ASC applications, as qualified in Paragraph 5.A.(3)a)
     and b), fails to be less than * for all transactions * of the time as
     measured over any * consecutive business days the fees for the month in
     which a majority of the * days fall which would otherwise be due to COSI
     shall be reduced as follows: If the average internal response time for ASC
     production applications is less that *, as measured over any * consecutive
     business days, for less than * of the time (that is, the average response
     time for all ASC production applications processed over the above
     referenced * consecutive business days must be * or less as confirmed by
     Schedule D referenced in Paragraph 5.A.3) -the fee shall be reduced as
     follows: For each additional * of the time for which the average response
     time is more than * over the measuring period set forth in this
     subparagraph the fee shall be reduced by *.

(3)  ALICOMP Customer Computer, Application and Data Network Unavailability.
     Except for ASC the damages set forth in Subparagraph 17.B.(l) or 17.B.(2)
     shall not be applicable unless ALICOMP is obligated to pay such damages to
     its customers and in such event damages shall be limited to the amounts to
     which ALICOMP is obligated to pay to its customers and in no event shall be
     due with respect to any customer ,other than a ALICOMP hospital customer,
     provided, however, that in the event that such unavailability becomes
     material then ALICOMP may terminate this Agreement, subject to COSI's right
     to effectuate a cure of the unavailability.

(4)  In no event shall the damages set forth in 17.B.(l) in the aggregate for
     any month exceed *.

(5)  In addition to the foregoing damages but subject to the occurrence of any
     Force Majeure Event ALICOMP shall be entitled to terminate this Agreement
     if in any * consecutive day period either the computer, Applications,
     and/or data network or a combination thereof are unavailable for more than
     * hours due to the action or inaction of COSI or average internal response
     time for all ASC production transactions is more than * over the same
     period.

18.  TERMINATION RIGHTS

A.   Termination Services. Upon any termination or expiration of this Agreement
     for any reason including, without limitation, for breach by ALICOMP, other
     than nonpayment of undisputed amounts for more than three (3) months after
     such amounts become due, COSI shall provide to ALICOMP all services and
     assistance necessary to enable ALICOMP at ALICOMP's option either: (i) to
     commence performance of the Services; or (ii) to enter into all agreements
     with third parties necessary to

                                     PAGE 21


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

     enable such third parties to provide to ALICOMP the services and to
     commence providing the Services to ALICOMP.

B.   Termination Assistance. At the expiration or termination of this Agreement
     and as part of the inducement of ALICOMP to enter into this Agreement,
     regardless of the reason for such expiration or termination (other than for
     non-payment of undisputed amounts for more than * after amounts become
     due), COSI will cooperate with ALICOMP and provide ALICOMP with assistance
     to establish substitute or replacement Services to ensure the orderly
     transfer, with minimal disruption to ALICOMP or its designee of the
     Services provided by COSI hereunder. Therefore, commencing upon any notice
     of termination or expiration, or of non-renewal (including, without
     limitation, a termination resulting from a material breach or default by
     ALICOMP), ALICOMP may direct COSI to perform and, if so directed, COSI
     shall perform Services in connection with migrating the work of ALICOMP and
     its affiliates to a new service provider. These termination assistance
     services shall be provided during the remainder of the term of this
     Agreement, if any, and for services other than data processing shall be
     provided for so long as ALICOMP in its sole discretion may determine. The
     assistance services shall include providing ALICOMP and its agents,
     contractors, and consultants, as necessary, with reasonable access to all
     Software and Computer Equipment then being used by COSI to provide the
     Services until the effective date of termination or expiration. The
     assistance services described above shall include, but are not limited to,
     the following:

C.   PRE-MIGRATION SERVICES

i)   Freezing all non-critical changes to Software. ALICOMP's customers shall
     unilaterally determine which changes are critical;

ii)  Notifying all outside vendors of procedures to be followed during the
     turnover phase;

iii) Reviewing all Software libraries (tests and production) with new service
     provider;

iv)  Analyzing space required for the databases and Software library;

v)   Generating a tape and computer listing of the Source Code in a form
     reasonably requested by ALICOMP; and

vi)  Providing training to new operations staff.

vii) NOTIFICATION TO SOFTWARE VENDERS OF THE MIGRATION/

                                     PAGE 22


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

D.   MIGRATION SERVICES

i)   Unloading the production databases;

ii)  Delivering tapes of production databases (with content listing) and all
     items listed in Paragraph 8 to new operations staff;

iii) Assisting with the loading of the databases;

iv)  Assisting with the telecommunications turnover; and

v)   Assisting in the execution of a parallel operation.

E.   POST-MIGRATION SERVICES

i)   Consulting support on an "as needed" basis for up to ninety (90) days as
     may be requested by ALICOMP; and

ii)  Turnover of any remaining reports and documentation still in the possession
     of COSI; and


iii) Affiliates. At ALICOMP's request, COSI agrees to provide the types of
     termination assistance described in this Section 18 to any customer or part
     of customer of ALICOMP that ceases during the term of the Agreement at the
     internal cost of COSI plus * as set forth in Section 4.C)(2) herein
     above;and


iv)  Termination Costs. If ALICOMP terminates Agreement for breach by COSI, COSI
     shall pay to ALICOMP Termination Costs associated with such termination
     and;

v)   ALICOMP shall not be prohibited from soliciting for employment by ALICOMP
     any other party that ALICOMP desires, those COSI employees who were former
     employees of ALICOMP or COSI employees who have gained critical and
     extensive knowledge of ALICOMP's operational services during the term of
     this Agreement except those current COSI employees named in Schedule G
     attached hereto.

19.  INDEMNITY

A.   COSI shall defend, indemnify, and hold ALICOMP harmless from and against,
     and shall pay all costs, fees and expenses (including reasonable attorney's
     fees) of ALICOMP associated, with any claim by any third party: (a) that
     results from any breach by COSI of any representation, warranty or other
     obligation contained herein or (b) that relates in any way to any act or
     omission of any employee or subcontractor of COSI or client. ALICOMP upon
     receipt of notice of a claim

                                     PAGE 23


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

     covered by the terms hereof will promptly notify of any claim or litigation
     to which the indemnity set forth herein applies. COSI will assume the
     defense of such claim at its sole cost and expense. ALICOMP shall cooperate
     in such defense or settlement at the indemnitor's cost and expense. The
     indemnitor shall not enter into any settlement imposing any liability or
     restriction on ALICOMP without its prior written consent or failing to
     include an unconditional release for it in a form that is reasonably
     acceptable. In addition, ALICOMP may, at its sole option and expense,
     assume the defense in any such action, including with respect to any
     settlement or compromise thereof.

B.   It is anticipated that certain ALICOMP employees and or contractors may
     provide services to COSI with respect to non ALICOMP customers of COSI.
     COSI's obligations to ALICOMP set forth in subparagraph A immediately
     preceding shall apply to any claims associated with or brought or asserted
     by such COSI customers as a result of any act or omission of such ALICOMP
     employee.

C.   ALICOMP shall defend, indemnify, and hold COSI harmless from and against,
     and shall pay all costs, fees and expenses (including reasonable attorney's
     fees) of COSI associated, with any claim by any third party: (a) that
     results from any breach by ALICOMP of any representation, warranty or other
     obligation contained herein or (b) that relates in any way to any act or
     omission of any employee or subcontractor of ALICOMP. COSI upon receipt of
     notice of a claim covered by the terms hereof will promptly notify of any
     claim or litigation to which the indemnity set forth herein applies.
     ALICOMP will assume the defense of such claim at its sole cost and expense.
     COSI shall cooperate in such defense or settlement at the indeninitor's
     cost and expense. The indemnitor shall not enter into any settlement
     imposing any liability or restriction on COSI without its prior written
     consent or failing to include an unconditional release for it in a form
     that is reasonably acceptable. In addition, COSI may, at its sole option
     and expense, assume the defense in any such action, including with respect
     to any settlement or compromise thereof.

20.  TAX COOPERATION

The parties agree to fully cooperate with each other to enable each to more
accurately determine its own tax liability and to minimize such liability to the
extent legally permissible. Each party shall provide and make available to the
other any resale certificate, information regarding out-of-state sales or use of
equipment, materials or services, and other exemption certificates or
information reasonably requested by either party.

21.  MARKETING AGREEMENT

The Marketing Agreement between ALICOMP, INC. and COSI dated March 1997 shall be
incorporated hereto and made a part of this Agreement.

                                     PAGE 24
<Page>

22.  DISPUTE RESOLUTION

The parties shall seek to resolve any controversy between them first by
negotiating with each other in good faith in face-to-face negotiations between
the respective authorized senior executives of the parties. Except as otherwise
provided in this Agreement, all claims, disputes, controversies and other
matters in question between the parties to this Agreement which cannot be
resolved by the parties shall be settled by binding arbitration in accordance
with the following procedures:

A.   Any arbitration shall be conducted in accordance with the commercial rules
     of the American Arbitration Association ("AAA") then in effect.

B.   Either party may serve upon the other party by certified mail a written
     demand that a claim, dispute, or controversy be submitted to arbitration.
     The demand, which shall be effective upon receipt, shall specify in
     reasonable detail the nature of the claim, dispute, or controversy and
     shall be made within a reasonable time after the claim, dispute, or
     controversy has arisen and after completion of the good faith negotiations
     described above. In no event shall the demand for arbitration be made more
     than twelve (12) months after the claim or cause of action arises.

C.   Within fifteen (15) days after service of a demand for arbitration, the
     parties shall attempt to agree upon a single arbitrator.

D.   In the event the parties cannot agree upon a single arbitrator, either
     party may request the AAA to provide a list of arbitrators. If, within
     fifteen (15) days from receipt of such list, the parties fail to agree upon
     an arbitrator from the persons named or for any reason the appointment
     cannot be made from the list submitted by the AAA, then the arbitrator
     shall be appointed by the AAA.

E.   The arbitration proceeding shall be held in New York, New York, unless the
     parties agree otherwise.

F.   The parties agree to equally share the cost of such arbitration, although
     each shall bear the expense of their own legal counsel and expert
     witnesses.

G.   The parties agree that the award or result of such arbitration may be
     enforced by any court having jurisdiction over the appropriate party,
     including but not limited to the Supreme Court in New York County, New
     York.

H.   The written decision of the Arbitrator shall be final and binding on the
     parties if the damages sought by any party are related to the Services and
     if the damages sought by any party are equal to or less than the monthly
     fixed fee at the time and nonbinding in all other cases.

                                     PAGE 25
<Page>

23.  CHANGE OF CONTROL

If at any point in time during the term of this Agreement any entity other than
Zach Lonstein or any other entity in which Zach Lonstein has a greater than 50%
interest or otherwise controls acquires more than fifty percent (50%) of the
COSI stock there shall be deemed to be a change of control. In the event of a
change of control, ALICOMP shall have the right to elect to terminate this
Agreement upon not less than thirty (30) days notice. COSI shall endeavor and
use its best efforts to give ALICOMP as much advance notice of its change of
control as possible without violating governmental bodies' regulations or
statutes or other duties in confidentiality they may be subject to. In the event
that ALICOMP elects to terminate this Agreement in the event of change of
control, COSI shall be liable to provide ALICOMP all of the services provided
under Section 18 of this Agreement provided further that if the entity which
takes control is a competitor of ALICOMP, COSI shall also pay the Termination
Costs as defined in paragraph 1.27 hereof.

24.  MISCELLANEOUS

A.       This Agreement shall be governed by, and construed according to, the
         laws of the State of New York without regard to its conflicts of law
         provisions. This Agreement superseded all prior agreements and
         understandings between the parties relating to the, subject matter
         hereof, and may not be changed or terminated orally, and no change,
         termination or waiver or any of the provisions hereof shall be binding
         unless in writing and signed by the party against whom the same is
         sought to be enforced.

B.       In the event of any conflict between the terms and conditions of this
         Agreement and the terms and conditions of any purchase Order or similar
         document issued by ALICOMP and accepted by COSI, the terms and
         conditions of this Agreement shall control. All Exhibits attached
         hereto are included as part of this Agreement.

C.       Neither this Agreement nor the provision of this Paragraph may be
         changed amended, modified, terminated, or waived, as a result of any
         failure to enforce any provision or the waiver of any specific breach
         or breaches hereof, or any course of conduct of the parties. This
         Agreement may only be amended by a written instrument, executed by
         ALICOMP and COSI.

D.       This Agreement shall not be assigned or transferred by either party
         without the written consent of the other party which consent shall not
         be unreasonably withheld, or except together with and as a part of its
         entire assets, business and goodwill as a going concern, and on the
         condition that upon such assignment, the assignee shall expressly
         assume assignor's obligations hereunder, and shall be subject to all of
         the terms and conditions of this Agreement; provided,

                                     PAGE 26
<Page>

         however, ALICOMP shall be permitted to assign this Agreement to any
         subsidiary of ALICOMP or affiliate thereof.

E.       COSI shall not be liable to ALICOMP for any delay or failure in
         providing the Services in Compliance caused by a Force Majeure Event.
         Hours of Computer Systems unavailability shall not include hours
         directly attributable to a Force Majeure Event. However, once COSI
         regains control of its operations either at the Disaster Recovery site
         or at the Information Technology Facility, COSI will resume normal
         services immediately and is not excused from additional periods of
         unavailability. No party shall be liable for any failure to perform
         caused by any Force Majeure Event as long as: (i) such party provides
         to the other party notice of such Force Majeure Event promptly upon
         occurrence of the same; (ii) such party performs fully and completely
         all obligations of such party during the existence of such Force
         Majeure Event that such party can perform; and (iii) such party uses
         its best efforts to recommence full and complete performance of its
         obligations as soon as possible after the occurrence of such Force
         Majeure Event; and (iv)COSI maintains its own electrical generating
         capacity sufficient to enable COSI to perform Services in Compliance
         under this Agreement and COSI makes such electrical power available to
         ALICOMP except that in the event that the Force Majeure Event is one
         which prevents COSI from operating its own electrical generating
         equipment then COSI shall be relieved of its obligation to provide
         electrical power to ALICOMP. Notwithstanding anything to the contrary
         contained herein, ALICOMP shall have no obligation to pay any amount
         under this Agreement during the existence of any Force Majeure Event
         that causes COSI to fail to provide the Services in Compliance.

F.       Required Disaster Recovery Agreement.

         (1)      COSI at all times during the term of this Agreement shall be
                  party to an agreement with Comdisco Disaster Recovery
                  Services, Inc. (herein "Comdisco") or with another entity
                  which can and does provide the same services which Comdisco
                  provided as of the date hereof (herein a "Comdisco Successor")
                  which agreement provides that Comdisco or the Comdisco
                  Successor shall provide for the ALICOMP data, ALICOMP
                  Software, New ALICOMP Software, COSI Computer Equipment and
                  COSI Software all services that any third party (including
                  Comdisco) is obligated at any time to provide to COSI for the
                  data, Software, and Computer Equipment used by ALICOMP
                  business. No occurrence of any event shall be deemed a Force
                  Majeure Event with respect to COSI unless, at the time of such
                  occurrence and during the existence of such event, COSI is
                  party to such an agreement with Comdisco or Comdisco
                  Successor.

         (2)      Required Cure Period. If any Force Majeure Event cannot be
                  cured within forty-eight (48) hours of the commencement of
                  same in the

                                     PAGE 27
<Page>

                  reasonable opinion of COSI, COSI shall, within twelve (12)
                  hours of commencement of same, make arrangements with Comdisco
                  or the Comdisco Successor to provide the Services hereinafter
                  described, at the Comdisco facility or the Comdisco Successor
                  facility within forty-eight (48) hours of the commencement of
                  such Force Majeure Event. COSI shall advise ALICOMP within
                  twelve (12) hours of the commencement of such Force Majeure
                  Event whether the Services are going to be moved to the
                  Comdisco or Comdisco Successor facility or if the Services
                  will remain at the COSI Computer Facility.

                  Provided further that if one of ALICOMP's customers requests
                  COSI to declare a disaster and move to the Disaster Recovery
                  site sooner, COSI shall do so if the customer agrees to pay
                  the declaration fee and all other costs. If COSI ultimately
                  declares a disaster for its other customers it shall reimburse
                  the ALICOMP customer for these expenses.

         (3)      Right to Terminate. If any Force Majeure Event continues for
                  three (3) calendar days and COSI fails to provide the Services
                  in Compliance due to any Force Majeure Event for such period,
                  ALICOMP may, in its sole discretion, terminate this Agreement
                  without any obligation to pay any amount to COSI for any
                  period commencing with the first day of the Force Majeure
                  Event. Upon such termination, except as expressly provided in
                  Section 24J., the parties shall have no further obligations
                  hereunder; provided, however, that COSI shall be required to
                  perform the obligations of COSI to the fullest extent
                  possible during the continued existence of such Force Majeure
                  Event. Notwithstanding the foregoing, ALICOMP shall not have
                  the right to terminate this Agreement under this Paragraph 18
                  and shall not be obligated to make the payments required under
                  this Agreement if, in connection with each Force Majeure Event
                  that may occur:

                  (i)    COSI has implemented fully and completely the Disaster
                         Recovery Plan specifically in the Procedures manual in
                         Exhibit E to be attached hereto (the "Plan"); and

                  (ii)   Within forty-eight (48) hours after the commencement of
                         such Force Majeure Event, all Software and Computer
                         System(s) designated a "Critical Application" in the
                         Plan are fully operational and available for use; and

                  (iii)  Within seventy-two (72) hours after the commencement of
                         such Force Majeure Event, all Software and Computer
                         Systems used to provide the Services are fully
                         operational and available for use.

                                     Page 28
<Page>

G.       The parties agree to reasonably cooperate with one another in order to
         effect the completion of any and all documents, exhibits and agreements
         reasonably necessary in order to carry out the obligations contained in
         this Agreement and the supplements and Exhibits thereto. The parties
         acknowledge that certain specific information needed to complete the
         Exhibits attached hereto may not be complete until after this Agreement
         is signed (effective date). Notwithstanding the foregoing COSI does
         agree that the pricing set forth in Exhibit A will not change upon
         completion of the Schedules or Exhibits.

H.       ALICOMP may engage consultants and subcontractors to assist it in the
         performance of this Agreement. COSI may not engage any subcontractors
         to perform any obligation of COSI hereunder except as specified in this
         Agreement without obtaining the prior written consent of ALICOMP for
         each such subcontractor, which may not be unreasonably withheld.

1.       Except as required by law, no party shall disclose to any third party
         for any purpose, including without limitation, for advertising and
         promotional purposes any terms and conditions of the Agreement or the
         name that may be used to identify any other party without the prior
         written consent of such party.

J.       Certain sections hereof shall survive any expiration or termination of
         this Agreement as follows: Sections 1, 8, 10, 11, 17, 18, 19, 20, 22,
         and 24 shall survive for six (6) years beyond any expiration or
         termination of this Agreement. Section 12 shall survive any expiration
         or termination of this Agreement by three (3) years. The sections
         requiring COSI to provide services shall survive any termination of
         this Agreement so long as there are ALICOMP clients utilizing COSI's
         computer services of any kind for which ALICOMP is liable for such
         performance of Services provided ALICOMP pays for such services or the
         ALICOMP Client.

K.       Any notice required or permitted to be made to a party pursuant to this
         Agreement will be in writing and deemed sufficiently given if sent to
         such party by overnight courier, or by certified mail;, postage
         prepaid, addressed as set forth in Exhibit C or to such other address
         as a party shall designate by written notice given to the other party.
         Such notice shall be deemed to have been given (a) one (1) day after
         being sent by overnight mail or by courier service; or (b) three (3)
         days after being sent, if sent by certified mail.

L.       In the event that the ALICARE desires to sell ALICOMP, ALICARE shall
         give COSI notice of the potential sale. In the event that COSI makes an
         offer to purchase ALICOMP and its offer is the highest offer received
         and equals or exceeds the non price terms of any other offer received,
         ALICOMP shall either accept COSI's offer or withdraw its offer to sell
         ALICOMP from all parties and ALICARE shall have no liability to COSI.
         If COSI's offer is not the highest offer received ALICARE shall afford
         COSI a ten business day period to match

                                     PAGE 29
<Page>

         the price and terms of the highest offer received by ALICARE. The
         foregoing not withstanding, in the event that the highest bid received
         is not satisfactory to ALICARE, in its sole and unfettered discretion,
         which may be applied unreasonably, ALICARE may decline to sell ALICOMP
         to any party, including COSI, and shall have no liability to COSI.

IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the day and year first above
mentioned.


FOR:        ALICOMP                          FOR:   COSI

SIGN:       /s/ ARTHUR KUREK                 SIGN:  /s/ ZACH LONSTEIN
            ---------------------------             ----------------------------
NAME:           Arthur Kurek                 NAME:      Zach Lonstein
            ---------------------------             ----------------------------
TITLE:          President                    TITLE:     Chairman
            ---------------------------             ----------------------------
DATE:           3/21/97                      DATE:      3/21/97
            ---------------------------             ----------------------------


                                     Page 30

<Page>


                                EXPLANATORY NOTE

Notwithstanding references to other exhibits in this agreement, the only
exhibit which the parties prepared was Exhibit A, which immediately follows
this Explanatory Note.


<Page>

                                                               cosi EXA 3.21.97d

                                   EXHIBIT "A"
                        TO THE SERVICES AGREEMENT BETWEEN
             ALICOMP AND COMPUTER OUTSOURCING SERVICES, INC. (COSI)
                                FEES AND SERVICES

A.   PRICING DETAIL

I -  Fixed minimum annual fees for three years to be paid monthly as of the full
     live  cutover date (Date of First Productive Use) is $* ($*) less the
     following monthly credits for ALICOMP Technical Staff-

<Table>
     <S>                                                    <C>
     Operations:                                            1998 Salaries (est.)
     Operations Vice President
     Operations Director
     Technical Support Specialist
     Production Control Manager
                                       Benefits *
                                       Total                $   *
                                                            ---------

     Technical Services Consultants:
     Senior Technical Support Specialist
     Senior Technical Support Specialist

                                                            $   *
                                                            ---------

     Total Staff Credit                                     $   *
                                                            ---------
</Table>

This staff credit will, be adjusted each year for each staff member or
consultant listed above in accordance with the provisions of Paragraph 5.A.(6)
If a staff member or consultant should leave ALICOMP's employment during the
term of this Agreement, ALICOMP shall replace such employees/consultants as soon
as possible. If a COSI employee should take over the responsibilities of a
vacant ALICOMP staff position, ALICOMP will pay COSI an amount equal to the
credit applied to such position until an ALICOMP employee is hired to replace
such staff position.


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

COSI shall have the right to review such replacement employees/consultants
with ALICOMP.


Net Fixed Minimum Armual Fee for Contract Year I is anticipated to be $* ($*)
net of staff credit. COSI shall invoice ALICOMP on the first day of the month
in which services are being rendered for one-twelveth of the minimum annual
fee. The same invoice will include fees for Overage Pricing or credits for
Decremental Pricing Fee Reduction for the prior month. ALICOMP shall pay said
invoice no later than the last day of the month in which services were
rendered.



The staff credit shall remain constant (net of staff 'increases and overtime, if
any, to be mutually agreed to by COSI and ALICOMP) during the full term of this
Agreement even if the number of ALICOMP replacement employees/consultants
increase or decrease (due to a reduction or increase in business). The above
notwithstanding, if ALICOMP wishes to reduce its staff size, COSI must agree to
such ALICOMP staff reduction in advance. The cost savings from such ALICOMP
staff reduction shall be divided equally between ALICOMP and COSI.


2. Overage Pricing

     For existing clients growth and, near term clients (per attached Exhibit E)
     COSI's pricing for additional resources shall be:


     a)  1) MIPS over * plus a *% cushion on a CMOS Processor - $* per MIP per
         month as defined in the Marketing Agreement dated March 1997
         (Marketing Agreement) between COSI and ALICOMP.


         ii) MIPS under * (in the event of a prior reduction in year 2 and/or 3
         below the initial installed base) shall result in a fee increase of $*
         per MIP.


     b)  i) RAMAC RAID 5 DASD over * Gigabytes (or equivalent Gigabytes after
         applying CMOS Hardware Compression to existing VSAM FILES estimated to
         be * Gigabytes.) As used herein throughout this Agreement * Gigabytes
         shall mean * or equivalent based on the parenthetical qualifications.
         (* Gigabytes per volume) or equivalent - $* per Gigabyte per month.

                                     Page 2


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>


         ii) Gigabytes of DASD under * Gigabytes (in the event of a prior
         reduction in year 2 and/or 3 below the initial installed base) shall
         result in a fee increase of $* per Gigabyte per month.


     c)  Network resources (37X5, 3172; Router, 3174 Router) labor (Console
         Operators, Tape Pool Operators, Production Control staff) new software
         above initial levels and other peripherals shall be provided at COSI
         cost (cost shall equal the total of cost from third parties, internal
         costs, space and power) plus *%.

3. Decremental Pricing/Fee Reduction


     ALICOMP's requirements for resources including, but not limited to MIPS,
     DASD, and labor may decrease over the term of the Agreement which this
     Exhibit A is a part of. In recognition of this variable need for services
     the parties have agreed that ALICOMP shall be entitled to reduce its usage
     of MIPS and/or DASD and receive a reduction in the fees hereunder in
     accordance with the following terms.



     1. (a) ALICOMP shall not be entitled to a reduction in fees related to a
     reduction in resource requirements below the Initial Installed Base for a
     period of twelve months following the Date of First Productive Use. During
     this twelve month period ALICOMP may only reduce its resource requirements
     to an amount equal to the Initial Installed Base amount if prior to the
     reduction ALICOMP had increased its resource requirement to an amount above
     the Base Installed Amount.



     (b) ALICOMP may reduce its resource requirements for DASD and/or MIPS
     during the period commencing on the first day of the thirteenth month
     following the Date of First Productive Use and ending on the last date of
     the twenty-fourth month following the Date of First Productive Use to an
     amount which is equal to * percent (*%) of the Initial Installed Base of
     MIPS and/or DASD.



     (c) ALICOMP may reduce its resource requirements for DASD and/or MIPS
     during the period commencing on the first day of the twenty-fifth month
     following the Date of First Productive Use and ending on the last date of
     the thirty-sixth month following the Date of First Productive Use to an
     amount which is equal to * percent (*%) of the Initial


                                     Page 3


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>


     Installed Base of MIPS and/or DASD.



     2. In the event that ALICOMP determines in its sole discretion, to reduce
     its resource requirements in accordance with the foregoing paragraphs 1 (a)
     to 1 (c), it shall be entitled to a fee reduction as follows:



     (i) In the event that ALICOMP wishes to reduce its resource requirement it
     shall advise COSI of the reduced need in writing setting forth the
     reduction required and the effective date the reduction is desired. The
     amount of the reduction in resources shall be referred to herein as
     Released Resources. If COSI is able to provide the Released Resources to a
     third party, ALICOMP shall be entitled to a reduction in fees effective
     with the date that COSI commences providing the Released Resources to the
     third party. COSI shall be required to provide the Released Resources to a
     third party equally from the Released Resources and its own inventory of
     resources before it purchases such resources from any other third pary . By
     way of example, but not by way of limitation: In the fifteenth month of the
     Agreement, ALICOMP advises COSI that it wishes to reduce its DASD
     requirements by twenty Gigabytes per month. COSI has a new customer that
     requires thirty gigabytes of DASD per month. Without purchasing any new
     resources, COSI can provide the new customer with forty gigabytes of DASD
     per month out of existing inventory. It shall be deemed that fifteen of the
     released gigabytes that were formerly provided to ALICOMP are being
     provided to the new customer and ALICOMP would be entitled to a reduction
     in fees based upon a 15 gigabytes reduction effective on the date the new
     customer begins using Released Resources. (ii) The amount of fee reduction
     which ALICOMP shall be entitled to as of the date the Released Resources
     are provided to any other new or existing COSI customer shall be as
     fallows-



          a)   Any reduction, or portion thereof, which is not below the
     Installed Base Amount shall result in a fee reduction of $ * per Gigabyte
     per month of DASD and $ * per MIP, per month released by ALICOMP.



          b)   Any reduction, or portion thereof, which reduces the resources to
     an amount below the Installed Base Amount shall result in a fee reduction
     of $* per Gigabyte per month of DASD and $* per MIPS per month released by
     ALICOMP.

                                     Page 4


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>


B.   SERVICES DETAIL



All Services described below are to be available 24 hours per day, 7 days per
week, 365 days per year and are included in the Fixed Minimum Annual Fee in
Paragraph (A) above.


No one time costs in connection with migration start-up pursuant to Exhibit J
herein attached, cutover or operations are being charged, including charges for
the moving of communication lines and any additional line costs resulting from
the move to the new Information Technology Facility. All one-time costs
including software, if any, are being absorbed by COSI as part of the bundled
pricing schedule to be paid in monthly installments as of the live cutover date
(Date of First Productive Use).

1.   IBM CMOS Mainframe Resources (the Initial Installed Base)


     a)  * MIPS over a minimum of * LPARS supporting VM, VSE, and MVS Operating
         Systems. The ration of MIPS for each operating system and LPAR shall
         be determined by ALICOMP as ALICOMP's Client needs require. Appropriate
         Real and Extended Memory configurations and ESCON Channels for
         peripheral devices to support all ALICOMP Clients will be included.


     b)  * Gigabytes of IBM RAMAC Raid 5 DASD, (or the equivalent Gigabytes
         after apply CMOS Hardware Compression to existing VSAM files estimated
         to be * Gigabytes) required cache controllers and cabling to support
         all ALICOMP Clients will be included.


     c)  No less than * 3480/3490 cartridges transports with IDRC Compression
         cabled to the IBM Mainframe(s) as required for ALICOMP Clients.



     d)  All IBM MVS, VM and VSE operating systems software as reflected in
         Exhibit I hereto attached.



     e)  All of the third parry software as reflected in Exhibit I hereto
         attached. COSI shall pay the required annual maintenance of all ALICOMP
         owned third party software and will provide other IBM and third parry
         software ALICOMP is using at its current facility as of the Effective
         Date of this Agreement. COSI shall be responsible for ALICOMP's
         software license transfers with Vendors and managing ALICOMP's third
         party software portfolio to

                                     Page 5

* Confidential portion has been omitted and filed separately with the
Commission.

<Page>

         ensure that maintenance and licenses meet with Vendor approval and that
         all licenses that are in compliance remain in compliance.

     f)  Staff, in addition to staff reflected in (A) I of this Exhibit,
         anticipated to be no less than full time equivalents of


         * full time Console Operators to include as a first option, CBS,
         Inc. Console Operators currently working on ALICOMP Clients work as law
         permits.



         One dedicated senior technical services employee knowledgeable in VM,
         VSE, and MVS to work with the ALICOMP consultants and employees in
         Paragraph (A) I above to assist ALICOMP clients, to help in marketing
         and presentation activities, respond to Help Desk requests and other
         responsibilities inherent in a Senior Technical Services employee.
         ALICOMP shall have the right to approve such employee given the crucial
         nature of the employee responsibility.


         One Tape Pool/Production Control employee

         One Production Control Clerk

     g)  A diversely routed (SONET Ring or Equivalent) telecommunications
         network as reflected in Exhibit G hereto attached. COSI shall pay for
         reinstallation of existing lines as of the Effective Date of this
         Agreement, and any additional monthly bandwidth costs. COSI shall also
         provide for connectivity to its Hotsite Backup Facility. ALICOMP shall
         pay for all monthly bandwidth costs up to the cost currently paid from
         its Secaucus location and for the installation and monthly costs of
         future lines not active as of the Effective Date of this Agreement.


     h)  Impact Printing required by ALICO Services Corporation (ASC) as
         reflected 'in Exhibit F.

     i)  Disaster Recovery Hotsite Backup shall be provided by COSI, including
         the payment each month until its expiration in December 2000, of
         ALICOMP's current Comdisco Disaster Recovery Fee and the use of all
         resources provided for in said Disaster Recovery Contract.

     j)  Physical office space for Marketing and Administration Staff of ALICOMP
         as reflected in

                                     Page 6

* Confidential portion has been omitted and filed separately with the
Commission.

<Page>

         the Marketing Agreement Paragraph IV.

     k)  Delivery service * at a mutually agreeable time to and from ASC
         Headquarters to and from the Facilities location.

     1)  Use by anyone providing the Services herein of a Van or Shuttle service
         to and from NYC to the Facilities location, if available to other COSI
         employees.


     m)  A Help Desk which meets ALICOMP customers' needs functional the same as
         the current CBS Help Desk.


     n)  Unlimited tape mounts, and onsite storage of * reels/cartridges.

2.   Responsibility Detail: see attached.

                                     Page 7


* Confidential portion has been omitted and filed separately with the
Commission.


<Page>

COMPUTER OPERATIONS

<Table>
<Caption>


                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
<S>                                                   <C>             <C>             <C>


Computer Operations
Operate Console                                       J               J
Document Operations Procedures                        J               J               R
Mount Tapes                                           J               J
Print Forms and Operate Printers                      J               J
Shipping/Distribution                                 J               J
Job Accounting Statistics                             J               J
Performance Management
Define Service Level Requirements                                                     X
Document Service Level Agreements/Objectives                                          X
Measure Performance                                   J               J               R
Analyze Performance                                   J               J               R
Improvement Recommendations                           P               S               R
Implement Improvement Programs                        J               J               R
Provide Monthly Reports                               J               J               R
Capacity Management
Define application plans and requirements                                             X
Capacity Monitoring                                   P               S               R
Change Management
Application soft. change mgmt. proc. & proc.          S               P               J
Application software change/upgrade decision                                          X
Application SW (custom or 3rd party) upgrade                                          X
installation
Application software change/upgrade testing           R               R               J
Application software change/upgrade test              R               R               X
approval
Application software change/upgrade                   S               S               P
implementation*
End User Machines
Leases                                                X               R
Maintenance                                           X               R               R
Upgrades/Replacernents                                X               R               R
Miscellaneous
Paper                                                 J               J
Forms/Checks                                                                          X
Provide Microfiches Files and Tapes to Service        J               J               R
Bureau
Data Center Supplies (not including consumables)      X
Storage (paper/forms/checks)                          X
</Table>

*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.

Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility * = move from test to production environment, S =
Secondary Responsibility

<Page>

PRODUCTION SUPPORT AND CONTROL

<Table>
<Caption>


                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
<S>                                                   <C>             <C>             <C>


Application System Installation/New Release
Pilot/Parallel test (environment set-up)              J               J               R
Pilot/Parallel test (Execute testing)                 J               J               P
Verification                                          R               R               X
Actual Installation                                   J               J               R
System Security
Provide Security Software                             X
User Requirements                                     P               S               X
Administration                                                                        X
Execution                                                                             X
Document Job Submission Procedures
JCL Standards                                         P               S               R
Set-up                                                J               J               J
Update to JCL                                         R               R               X
Initiation/Install                                    J               J               R
Tape Library
Retention Requirements                                R               R               X
Administration                                        X
Operation                                             X
Storage                                               X
OFF-SITE storage                                      X
Production Scheduling
Scheduler input/transmittals                          S               P               X
Scheduler updates                                     J               J               R
Execution                                             J               J               R
Test Scheduling
Define test system requirements                       R               R               X
Schedule time and confirm with customer               J               J               J
Execution of tests                                    J               J               R
</Table>

*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.

Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility, * = move from test to production environment, S =
Secondary Responsibility

<Page>

TECHNICAL SERVICES & SYSTEMS SW

<Table>
<Caption>


                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
<S>                                                   <C>             <C>             <C>

System Software Program Installation and Maintenance  P               S               R
Change Management
System software change/upgrade decisions              P               S               R
System software change/upgrade, installation          P               S               R
System software change/upgrade testing                P               S,              S
Performance Tuning
Systems                                               P               S               R
Applications                                          J               J               R&J
Troubleshooting/Problem Resolution                    J               J               R
Back-up Procedures                                    J               J               R
</Table>

DATABASE ADMINISTRATION (ALL)

<Table>
<Caption>

                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
<S>                                                   <C>             <C>             <C>

DB System Software Maintenance                        P               S               S
DB Capacity Planning                                  P               S               P
DB Performance Management                             S               J               P
DB Performance Utilization Tracking                   S               J               P
Backup/Recovery Procedures                            P               S               J
DB Installation                                       P               S               S
Management REPORTS                                    P               S               P
DB Database Maintenance                               S               J               P
</Table>

*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.

Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility, * = move from test to production environment, S =
Secondary Responsibility

<Page>

DATA NETWORK

<Table>
<Caption>


                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
<S>                                                   <C>             <C>             <C>

Business Requirements                                                                 X
Technical Requirements                                P               P               S
Data Network Design
Hardware and software evaluation procurement          J               J               R
Hardware and software installation                    P               S
Define/Review/Implement Standards                     J               J               S
Communications Vendor Management                      X                               S
Data Network Management
Network Control Center                                J               J
Troubleshooting/problem determination                 J               J               J
Vendor Coordination and Dispatch                      P               S
Track Vendor Performance                              X               R               R
Cabling/Wiring Installation and Maintenance
(Customer)                                            S               P               P
Cabling/Wiring Installation and Maintenance (Remote)  S               P               S
Cabling/Wiring Installation and Maintenance
(Data Center)                                         P               S
Change Management                                     J               J
Technical Support                                     J               J
Management Reports                                    P               S               S
</Table>

*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.

Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility, * = move from test to production environment, S =
Secondary Responsibility

<Page>

HELP DESK

<Table>
<Caption>


                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
<S>                                                   <C>             <C>             <C>

Central Help Desk (24hrs x 7 days)
Data Center Operations                                X
Mainfi-ame Applications                               X
PC Applications                                       R                               X
PC Installation & Hardware Maintenance                R                               X
Problem Defmition
Application Problem Resolution                        S               S               P
Problem Management
Log and Track Calls                                   X                               R
Provide feedback to Users                             P               S
Escalate to next level of support when appropriate    P               S               R
Follow-up for Resolution Status                       J               J               J
System Problem Resolutions
System Software (IBM or Third Party)                  P               S
Custom Application or third party package soft-       J               J               J
ware
Notify Users of System Availability (COSI to          X
ALICOMP)
Notify End Users                                      X                               S
Monthly Reporting
MIS Reporting                                         J               J               R
</Table>

*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.

Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility, * = move from test to production environment, S =
Secondary Responsibility

<Page>

DISASTER RECOVERY

<Table>
<Caption>

                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
<S>                                                   <C>             <C>             <C>
Business Requirements (End User)                                                      X
Disaster Recovery Plan (Facility)
Data Center Machines                                  X
Data Network Equipment (from CBS and Hotsite)         X
System software failure                               P               S
Application software failure                          S               S               P
Terminal machine failure diagnosis and repair*        P               S               S
Testing the Plan                                      P               S               J
Sign Off on Test                                      P               S               J
Updates to Plan                                       P               S               J
Audit Reviews                                                                         P
Computer File Backup Instructions                     S                               P
Developing Disaster Recovery Plan (Facility)          X                               R

</Table>


MARKETING SUPPORT FOR ALICOMP

<Table>
<Caption>


                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
<S>                                                   <C>             <C>             <C>

Evaluate Prospective Client Needs                     J               J               R
Needs Analysis                                        J               J               R
Proposal Preparation                                  J               J               J
Site Visits                                           J               J               J
Migration Planning - Migration                        J               J               R
</Table>

*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.
Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility, * = move from test to production environment, S =
Secondary Responsibility