<Page>





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



                                                                   Exhibit 10.2B





                                                                         3-21-97


                               MARKETING AGREEMENT
                 BETWEEN COMPUTER OUTSOURCING SERVICES, INC. AND
                      ALICOMP, A DIVISION OF ALICARE, INC.

                                   MARCH 1997

MARKETING AGREEMENT dated as of March 21, 1997 (the "Marketing Agreement") by
and between Computer Outsourcing Services, Inc. (hereinafter referred to as
COSI), with its main office located at 360 West 31st Street, New York, New York
10001, and ALICOMP, a division of ALICARE, Inc., (hereinafter referred to as
ALICOMP) with its principal offices at 730 Broadway, New York, New York 10003.

WHEREAS COSI desires to retain the services of ALICOMP, which is experienced in
offering and delivering Outsourcing related services to potential Outsourcing
Clients. As used herein the term Outsourcing shall be deemed to mean the
providing of Computer Hardware, including but not limited to CPU, DASD,
Telecommunications, Software and Technical Support and

WHEREAS ALICOMP desires to retain the services of COSI, which is experienced in
offering and delivering Outsourcing related services to potential Outsourcing
Clients, along with COSI's computer facility, computer hardware, software, and
technical and operations support capability;

NOW, THEREFORE, in consideration of the mutual promises made in this Marketing
Agreement, the COSI Services Agreement annexed hereto, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged the parties have agreed as follows:

This Marketing Agreement replaces the Marketing Agreement between the above
parties dated September 11, 1996, except that any sums due to either party under
the September

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11, 1996 Marketing Agreement shall not be deemed waived or otherwise forgiven by
virtue of entering into this Agreement.

I.   AUTHORITY

     a)   ALICOMP represents and warrants that it has the full power and
     authority to contract with COSI to support and deliver products in the
     Outsourcing marketplace on an exclusive basis subject to the provisions of
     Paragraph VI of this Agreement.


     b)   COSI represents and warrants that it has the full power and authority
     to contract with ALICOMP to support and deliver products in the Outsourcing
     marketplace.


II.  DEFINITION OF ALICOMP CLIENT AND COSI CLIENT

     A.(1) Each opportunity of the type currently offered by ALICOMP with an
     initial requirement of ten (10) MIPS or less, other than Clients listed on
     Schedule K to this Agreement, as such Schedule may be amended or
     supplemented up to the Date of First Productive Use, as defined in the
     Services Agreement entered into between the parties contemporaneously with
     this Agreement, shall be an ALICOMP Client whether obtained through
     ALICOMP's own Sales Network or through COSI's Sales Network, pursuant to
     Paragraph XIII herein. ALICOMP shall be the Prime Contractor in all such
     cases. ALICOMP and COSI shall negotiate on a case by case basis the cost of
     services to be provided to ALICOMP Clients. ALICOMP agrees that COSI
     provides certain additional outsourcing services which are not covered by
     this Agreement notwithstanding that they may involve 10 or less MIPS.

     A.(2) If the Client was brought to ALICOMP through ALICOMP's own Sales
     Network, COSI's price for services shall allow ALICOMP to make a reasonable
     profit for itself. If the Client was brought to ALICOMP through COSI's
     Sales Network, COSI's price for services shall allow ALICOMP to make a
     reasonable

                                        2
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     profit for itself, but in recognition that ALICOMP must pay COSI a
     percentage fee based on revenues (net of pass through expenses) for the
     life of the contract, anticipated to be between *% and *%, ALICOMP may
     realize a lower profit, than if the Client was obtained directly by ALICOMP
     The percentage fee paid by ALICOMP to COSI shall be defined as a "Referral
     Fee." Upon termination of this Marketing Agreement, ALICOMP Clients
     obtained through ALICOMP's own Sales Network shall be relocated to another
     Data Center of ALICOMP's choice. ALICOMP Clients obtained through COSI's
     Sales Network shall remain with COSI upon the termination of this
     Agreement.

     A.(3) In order for ALICOMP to service its present and future customers,
     ALICOMP shall have the right to first utilize resources within its * MIPS,
     * Gigabytes (as defined in the Services Agreement hereto attached) of DASD
     (including all peripherals and labor as reflected in the COSI Services
     Agreement to be annexed hereto) configuration as ALICOMP deems appropriate
     and to add and replace lost business over the term of this Marketing
     Agreement as ALICOMP's * MIPS, * Gigabytes of DASD allow. If ALICOMP has
     MIPS capacity for such opportunities, but needs in, aggregate, up to * more
     Gigabytes of DASD over * Gigabytes, COSI shall provide such DASD pursuant
     to Exhibit A of the COSI Services Agreement attached hereto. If additional
     resources of the type set forth in Exhibit A Paragraph 2 are required over
     time, COSI will only charge for such additional resources as stated in the
     COSI Services Agreement attached hereto. If COSI refuses to provide such
     additional resources for reasons other than ALICOMP's being in breach of
     this Agreement, ALICOMP shall have the right to terminate this Marketing
     Agreement and the COSI Services Agreement for Breach by COSI upon 180 days
     written notice and COSI's Right of First Refusal in Paragraph VI shall be
     deemed irrevocably waived by COSI. If this Agreement is Terminated based
     upon COSI's failure to provide additional resources ALICOMP can relocate
     its Clients to another Data

                                        3


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


<Page>

     Center of its choice with no further obligation to COSI, other than for
     payments which may be due for services rendered prior to the relocation.

     B.(1) COSI Clients shall be all opportunities larger than those described
     in Paragraph II A(1), II A(2) or II A(3) above that ALICOMP brings through
     its own Sales Network or that COSI brings in through its own Sales Network
     subject to Paragraph XIII of this Agreement. In such cases, COSI shall be
     the Prime Contractor. Except, that a Client introduced through the ALICOMP
     Sales Network (including Brokers) may elect to designate either ALICOMP or
     the Brokers (as is defined herein) as the Prime Contractor or Co-Prime
     Contractor. In such cases ALICOMP will pay COSI its revenue no more than 15
     days from the date ALICOMP receives such revenue. ALICOMP's standard
     payment terms with clients is payment is due on the first day of the month
     in which services are rendered.

     ALICOMP will notify COSI if any COSI client in which ALICOMP is a Prime
     Contractor or Co-Prime Contractor has not paid for it services within 30
     days after the due date.

     ALICOMP will attempt to resolve such delinquency but in any case ALICOMP
     shall be liable for payment to COSI if payment is not made within 60 days
     of due date, unless nonpayment is caused by services being rendered or not
     being rendered by COSI. The forgoing notwithstanding ALICOMP's liability
     for such delinquency shall in no event exceed 60 days of delinquency for
     each client. Upon termination of this Marketing Agreement, COSI Clients
     will continue to be processed by COSI under the same Terms and Conditions
     that existed prior to the Termination of this Agreement.

     B.(2) The parties agree that if the Client was brought in through COSI's
     Sales Network, it shall not have any obligation to pay ALICOMP any fees. If
     a COSI Client was brought in through ALICOMP's Sales Network, ALICOMP will
     receive a referral fee based on revenue (net of pass through expenses) for
     the life of the CLIENT's contract (and any extensions and any new business
     that would

                                        4
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     be signed with the same Client that commences within 12 months of the
     termination date). Such referral fee is anticipated to be between 8% and
     12%. Cost recognizes that as a result of paying ALICOMP such percentage
     fee, COSI may realize a lower profit.

III  ALICOMP SERVICES

     ALICOMP services for ALICOMP Clients and COSI CLIENTS referred to COSI by
     ALICOMP's sales network shall consist of:

     a)   Marketing and Pre-Sales Technical Support with COSI as requested by
     ALICOMP which will include:

          1.   Preparation of response to Request for Proposal (RFP).

          2.   Qualification and specification a potential customer's
               requirements.

          3.   Pricing Client requests.

          4.   Issuance of customer contracts when ALICOMP is the prime
               contractor or joint contractor.

          5.   Investigation of potential Clients credit worthiness.

          6.   Technical and Operational staff as reflected in the Services
          Agreement and Exhibit A thereto will provide technical and operational
          services to ALICOMP Clients. This staff shall participate in ALICOMP
          Client and COSI Client pre-sales support, proposal input and migration
          support, facility planning, configuration planning, performance
          tuning, network design and support and, if ALICOMP determines that the
          staff is available, assist COSI in providing the services hereinabove
          described to COSI Clients.

     b)   Billing/Accounts Receivable

          ALICOMP will directly bill and collect ALICOMP Clients' fees.

     c)   Relationship management and customer advocacy activities for ALICOMP
          Clients and COSI Clients.

                                        5
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IV.  COST SERVICES

     COSI shall make available to ALICOMP for use by ALICOMP Clients which are
     subject to the provisions of this Marketing Agreement;

     a)   Its Marketing, and Sales Network for ALICOMP Clients as well as
          Pre-sales Technical Support.

     b)   Its computer operations capability to be located in Secaucus,
          New Jersey. The computer operations facility must have full
          redundancies for power (in line UPS) and Diesel Generator(s), Dual
          Path telecommunications and be able to operate normally for 24 hours
          without publicly supplied water. COSI shall be fully responsible for
          all costs attendant to such facility other than the exemption of
          certain ALICOMP staff found in the attached COSI Services Agreement
          Exhibit A. COSI Services shall include, but not be limited to,
          depending on ALICOMP Clients' requirements, the same items listed in
          Paragraph III a) 1 through 6 above for ALICOMP Services, and services
          listed in the Services Agreement to include the following:

               1.   CPU utilization

               2.   Direct Access Storage Devices (the number of gigabytes
                    available including model types, controllers and ongoing
                    performance tuning).

               3.   Tape and Cartridge Drives (the number of each, and model
                    numbers)

               4.   IBM, VM, MVS and/or VSE System Software (Name, vendor and
                    release level).

               5.   Networking resources including, but not limited to 37X5,
                    3172, etc.

               6.   Technical and Operational Staff exclusive of Staff provided
                    by ALICOMP in Exhibit A to the Service Agreement

                                        6
<Page>

                    including, but not limited to console operators, system
                    software engineers, and telecommunications specialists.
                    While ALICOMP Technical and Operational staff's primary
                    responsibility will be ALICOMP and certain COSI Clients,
                    COSI staff will provide backup support for all ALICOMP
                    Clients including, but not limited to, maintenance of system
                    software, installing releases of systems software, network
                    support (24 hours, 365 days per year, Help Desk). A full
                    description of COSI's responsibility is set forth in Exhibit
                    A of the COSI Services Agreement.

               7.   Disaster Recovery (including planning, testing) and Offsite
                    storage pursuant to ALICOMP Clients' contracts.

     c)   Operational material, such as current hardware and software
          inventories, capacity analysis, etc. and access to COSI's computer
          center, for tours with Clients and prospects with a COSI employee(s)
          as requested by ALICOMP.

     d)   Performance reporting, capacity reporting, Help Desk reporting and
          services and procedures that meet or exceed ALICOMP's current Help
          Desk practices in satisfaction of ALICOMP's current Help Desk
          procedures and reporting for all Clients, defined in Paragraph II, as
          required by ALICOMP. ALICOMP shall provide the initial training for
          COSI's help desk personnel prior to the Date of First Productive use.
          All subsequent training shall be COSI's responsibility.

     e)   Sharing Research and Development including allowing ALICOMP to market
          to ALICOMP Clients new service offerings by COSI in the marketplace.

                                        7
<Page>

     f)   COSI shall, within thirty (30) days prior to the anticipated migration
          date of the Computer Services Agreement, (as hereinafter defined)
          provide ALICOMP Marketing, Administrative, Customer Support, and
          Technical Support staff with private, physical space and other office
          support fixtures and services at the COSI facility (the "COSI
          Facility") as defined as follows:

               1.   Two (2) windowed offices of no less than 14 1/2 feet
                    wide and no less than 14 1/2 feet long and (2) smaller
                    offices of no less than 10 feet wide and no less than 15
                    feet long.

               2.   Open space of no less than 30 feet wide and no less than 36
                    feet long for four (4) additional ALICOMP marketing and
                    customer support staff directly outside of the (2) large
                    offices as currently configured at ALICOMP's current
                    location.

               3.   Four offices of no less than 10 feet wide by 10 feet long
                    for key technical staff, in close proximity to the offices
                    and space described in paragraphs 1 and 2 herein to
                    facilitate ALICOMP's role in providing for proposal creation
                    and ongoing customer support.

               4.   Space for two prefab cubicles or small offices for junior
                    technical staff.

               5.   Space for file cabinets (preferably near the offices set
                    forth in (2) above, along with reasonable storage space for
                    supplies, etc.

               6.   In the event that ALICOMP wishes to increase its staff COSI
                    shall use its best efforts to accommodate ALICOMP's space
                    requirements for the additional staff.


               7.   Access to a shared conference room that accommodates no less
                    than twelve (12) people at one time (preferably near the
                    offices set forth in (1) above and a smaller dedicated

                                        8

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                    conference room which shall be decorated in a commercially
                    suitable style and which shall include magazine and
                    newspaper articles, reference letters and other amenities
                    to make it commercially viable for ALICOMP and ALICOMP/COSI
                    Marketing and Customer Support.



               8.   Permission for ALICOMP to decorate those parts of the COSI
                    Facility in which ALICOMP space has been assigned (as set
                    forth in this subparagraph (e) and which are visible to
                    prospective clients; provided, however, such proposed
                    decorating plans will be submitted to COSI for COSI's prior
                    approval, which shall not be unreasonably denied.



               9.   Access to telephone, intercoms, voice mail, and trunking
                    required by ALICOMP to perform its day to day duties and
                    responsibilities; provided, however, ALICOMP shall be
                    responsible for all telephone charges in connection
                    therewith.



              10.   Access cards for ALICOMP staff members to enable ALICOMP
                    such staff access to its offices twenty-four (24) hours,
                    seven (7) days a week.



              11.   Day Room for up to six (6) clients to work on a temporary
                    basis, upon reasonable notice.



              12.   Access to the COSI Van Shuttle Service between Manhattan
                    and the COSI Facility for ALICOMP employees and contractors,
                    if requested.



              13.   Directly bill and collect COSI Client fees where COSI is
                    Prime Contractor.



              14.   Development and issuance of contracts when COSI is the sole
                    contractor.


                                        9

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V.        TERM

      (1) The term of this Marketing Agreement shall commence on the date this
      Agreement is signed (the Effective Date), and continue until the Services
      Agreement terminates unless otherwise agreed to in writing by ALICOMP.

      (ii) Upon termination of this Marketing Agreement, ALICOMP and COSI shall
      have no further obligations to each other except that any Referral Fees
      shall remain due and owing in accordance with the schedules set forth
      herein and except that COSI shall, if requested by ALICOMP continue to
      make its computer facility available to the existing ALICOMP CLIENTS that
      are using the COSI facility.

V1.       RIGHT OF REFUSAL

      ALICOMP shall bring all its prospective clients to COSI. COSI shall have
      the right of first refusal to provide the services hereunder to any
      prospective ALICOMP or COSI Client. If COSI pricing is, in ALICOMP's
      opinion, noncompetitive, in which event A-LICOMP will advise COSI of its
      opinion and allow COSI to reprice its offer. If within three (3) business
      days from receipt of notice from ALICOMP that the COSI price is
      noncompetitive, COSI agrees to price the work at a rate deemed competitive
      by ALICOMP, ALICOMP shall give COSI the right of first refusal to provide
      the services to the prospective Client. If COSI does not agree within the
      three (3) business days to lower its price to a level deemed competitive
      by ALICOMP, ALICOMP may offer an ALICOMP Client to any third party
      provider.

V11.      PAYMENT OF REFERRAL FEES

      Each party shall pay to the other party any Referral Fees due to the other
      from Client revenues within 20 days of receipt of such CLIENT's revenue.
      If a CLIENT fails to make its payments then the Referral Fee shall be
      excused unless

                                       10
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      and until the CLIENT pays its fees. Neither party shall voluntarily waive
      or reduce a CLIENT's fees without prior consultation with the other party.

VIII.     TITLE

      Nothing contained in this Marketing Agreement shall give or convey to COSI
      any right, title or interest in ALICOMP, nor to ALICOMP any right, title
      or interest in COSI.

IX.       INSURANCE

      COSI at all times during this Marketing Agreement shall carry no less than
      minimum mandated insurance coverage as reflected in the COSI Service
      Agreement attached hereto to protect against any exposures which are
      included in Client Schedules.

X.        MUTUAL COVENANT NOT TO HIRE PERSONNEL


      Each party hereby acknowledges that the other has trained its personnel at
      significant expense to itself and has revealed much if its operations to
      its consultants. Accordingly, each party hereto agrees that, except by
      mutual agreement to the contrary, it will not, either directly or
      indirectly, hire or attempt to hire any employees or consultants of the
      other party during the term of this Marketing Agreement and for a period
      of one (1) year following the termination or expiration of this Agreement.
      In addition to any other relief, including injunctive relief, to which a
      party is entitled hereunder the breaching party shall pay to the
      nonbreaching the nonbreaching party's actual damages.


X1.       WARRAN1Y AND DISCLAIMER OF WARRANTIES, LIMITATION DAMAGES


      A.(1) COSI warrants to ALICOMP that so long as ALICOMP shall not be in
      default of any of the provisions of this Marketing Agreement, COSI shall
      not disturb ALICOMP's quiet enjoyment of and peaceful right to have its
      Clients use


                                       11
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      the COSI facility in accordance with the requirements of such CLIENT's
      Schedule.


      A.(2) Without limiting the generality of the foregoing, ALICOMP shall not
      be liable to COSI or any third party, including but not limited to any
      ALICOMP Client covered under this Marketing Agreement for any liability
      claim, loss, damage, or expense of any kind or nature caused directly or
      indirectly by COSI's failure to furnish services to a Client pursuant to
      the Client Schedule hereunder, or in any delay in providing or failure to
      provide any part thereof, or any interruption or loss of service which is
      the sole result of any action or inaction by COSI. Therefore COSI
      expressly agrees to indemnify, defend and hold ALICOMP and its affiliates
      harmless from any and against all such claims. Upon the request of
      ALICOMP, COSI will, at its own expense, reimburse ALICOMP for the cost of
      its defense in connection with any claim in which COSI does not provide
      the legal defense. COSI will reimburse ALICOMP for any reasonable legal
      fees incurred by ALICOMP in defending such claims only to the extent that
      COSI has notice of such claim and has declined to defend and ALICOMP is
      entitled to indemnity hereunder. If COSI assumes the defense it shall not
      enter into any settlement that does not include a complete release of all
      claims against ALICOMP and its affiliates without the prior consent of
      ALICOMP.



      B.(1) In no event will COSI be responsible for or indemnify ALICOMP or any
      customer against consequential damages of any kind whatsoever, and the
      amount of any damages payable by COSI to ALICOMP or any customer pursuant
      to a Client Schedule shall be determined by the Client Schedule.


X11. CONFIDENTIALI1Y


      A.(1) All data and information furnished to or utilized by each party
      shall be regarded as confidential. Such items shall remain the sole
      property of the party supplying it, and shall be held in confidence and
      safekeeping by both parties except as required by law. Both parties
      further agree to exercise good business


                                       12
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      judgment and discretion in disclosure of such information to any person,
      and to take appropriate precaution to limit use or disclosure to those
      personnel in their respective organizations who are directly concerned
      with the performance of this Marketing Agreement.


      A.(2) Except as required by law neither party shall reveal the data given
      it by the other or received from a party who is under a duty of
      confidentiality without the express prior written consent of the other
      unless such information has been disclosed to the general public. Neither
      party shall use the name, trademark, trade name, whether registered or
      not, of the other in any publicity releases, advertising, or in any other
      manner without the prior written consent of the other. COSI and ALICONfP
      shall exercise the same standard of care to protect any proprietary or
      confidential data of the other, or of any of COSI's or ALICOMP's current
      or prospective Clients disclosed during negotiation or performance of this
      Marketing Agreement as it is used to protect its own proprietary or
      confidential data from unauthorized disclosures.



      B.(I) The Parties recognize that a breach of this clause could cause
      irreparable harm and therefore each expressly consents to the entry of an
      injunction to prevent or enjoin such breach together with such further
      additional relief as a court deems proper. In the event that a party is
      served with legal process requiring disclosure of confidential
      information, it will promptly notify the other party and allow it, at its
      expense, to attempt to intervene to limit disclosure.


XIII. NON-COMPETITION

      A.(i) COSI shall be required to maintain a log of potential clients. The
      log shall contain the name of the client and the date(s) COSI, or its
      agents solicited the potential client. During the term of this Marketing
      Agreement, the parties shall be free to pursue and accept any Outsourcing
      Clients. Any prospects introduced to COSI by ALICOMP or the ALICOMP sales
      network shall be deemed a Client to which ALICOMP is due a Referral Fee
      unless COSI logged such prospect (date

                                       13
<Page>

      and time stamped) and has communicated with said prospect in person or by
      telephone no more than 100 days prior to the introduction of said Client
      by ALICOMP. COSI will share with ALICOMP, no less frequently than twice
      monthly, such date and time stamped prospects lists.

      A.(ii) The above notwithstanding, within thirty- six (36) hours after
      ALICOMP, or its agents advises COSI that ALICOMP wishes to introduce a
      prospective Client, COSI notice must notify ALICOMP that COSI has already
      logged such a prospect in its list of prospective clients. If the
      prospective client does not appear on the log of prospective clients then
      ALICOMP shall be deemed conclusively due to its Referral Fee if the
      introduction results in the potential client becoming an actual client.

      A.(iii) As it relates to Brokers and/or Consultants, ALICOMP shall be
      allowed to deal with same even if COSI has them on their Prospect list, if
      the Broker/Consultant is representing a different prospect. Such prospect
      lists shall include, at a minimum, Clients that fall into the category of
      10 MIPS or less in a shared environment.

      B. Unless the parties agree in writing to the contrary , all business that
      comes in through the following individuals or Companies shall be treated,
      for the purpose of this Agreement, as having been brought in by ALICOMP's
      Sales Network. Any business:

          (1)  brought in by an entity to which Joe Zein, residing at 202
               Bayberry Lane, Westport Connecticut, personally or any entity in
               which Joe Zein is either a principal owner or a partner, sole
               proprietor, joint venturer, officer, director, or trustee for as
               long as this Marketing Agreement is in effect and for six (6)
               months thereafter.

          (2)  that result from any current ALICOMP Clients, and/or Computer
               Reserves, Technology Business Integrators (TBI), Computer

                                       14
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               Placement, Creative Marketing Concepts, American Healthware, Tom
               Unger, the Livingston Group, Dennis Constan, Donald Kessler.

      C.(i) None of ALICOMP's Clients shall be solicited by COSI and COSI shall
      not accept as Clients any ALICOMP Clients for the full term of ALICOMP's
      Clients' Contracts including all extensions, and for a period of 9 months
      thereafter.

      C.(ii) In addition, COSI shall not allow any company that is marketing IBM
      Mainframe Computer Outsourcing or Remote Computing business similar to
      ALICOMP or that competes with ALICOMP to be located in any COSI facility
      that is within 100 miles of Secaucus, New Jersey during the term of this
      Agreement.


XIV.      ASSIGNMENT


      Neither party may assign its rights nor delegate any of its obligations
      under this Marketing Agreement or any schedule contemplated hereby except
      to its successor, pursuant to a merger, consolidation, or sale of
      substantially all its assets or to its parent, subsidiaries or affiliates,
      or upon a sale by COSI of substantially all its data processing facilities
      to the purchaser of such facilities, without the prior written consent of
      the other party. Consent shall not be unreasonably withheld. Any
      prohibited assignment or delegation shall be null and void. All references
      of right to assign shall be determined in accordance with Paragraph 24D of
      the Service Agreement.

XV.       INDEPENDENT PARTIES


      The relationship between COSI and ALICOMP created by this Marketing
      Agreement shall be that of independent parties, and nothing contained
      herein shall be construed as constituting a partnership or agency
      between COSI and


                                       15
<Page>

      ALICOMP. Each party shall be solely responsible for the acts and omissions
      of its employees and agents.

      Notwithstanding the foregoing, in any situations in which ALICOMP is
      retaining the services of COSI as a subcontractor under an Agreement or
      Schedule whereby ALICOMP is providing data processing services to a
      Client, the terms and conditions of this Marketing Agreement shall be
      applicable as to the COSI and ALICOMP subcontracting relationship.

XVI. NOTICE


      Any notice, requests or other communication to either party by the other,
      provided for herein shall be given in writing and shall be deemed received
      upon the earlier of receipt or five days after mailing, if mailed postage
      prepaid by regular or overnight mail at the address for such party as set
      forth above, or at such changed address that may be subsequently submitted
      by written notice of either party. If notice is sent to ALICOMP it shall
      be sent to Arthur Kurek, a copy shall be sent to Mark Schwartz at 730
      Broadway, New York, New York 10003-9511. If notice is sent to COSI it
      shall be sent to Bob Wallach, 535 Mountain Avenue, Murray Hill, New Jersey
      07971, with a copy to Zach Lonstein, COSI, Inc., 360 West 31st Street,
      11th Floor, New York, New York 10001.


XVII  MISCELLANEOUS

      a) This Agreement constitutes the entire agreement between the parties.
      Except as set forth herein no prior oral or written representation not
      expressly incorporated herein shall be binding on the party making the
      representation..

      b) Failure by either party to enforce any term shall not be deemed a
      waiver of future enforcement of that or any other term.

                                       16
<Page>

      C) Each party shall not be liable for failure to perform service under
      this Marketing Agreement if such failure is caused by forces beyond its
      reasonable control and without its fault or negligence.

XV111. FORCE MAJEURE

      Each party shall be relieved of its respective responsibilities under this
      Marketing Agreement if it cannot provide access to the facility or
      otherwise perform due to causes defined as Force Majeure in the Service
      Agreement. The failure of a public utility to provide electricity is not a
      force majeure event for the purposes of this Agreement.

XIX. EXECUTION

      This Marketing Agreement has been executed and delivered in the State of
      New York and shall be governed and construed for all purposes under and in
      accordance with the laws of the State of New York without reference to its
      conflict of laws provisions.


ALICOMP, a division of ALICARE, Inc.      Comput Outsourcing Services, Inc.


BY: /s/ Arthur Kurek                      BY: /s/ Robert Wallach
    ---------------------------------         --------------------------------
    Arthur Kurek                              Robert Wallach
    Its Executive Vice President              Its President

                                       17

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