Exhibit 10.25

                          CUSTOMER SOLUTIONS AGREEMENT
                              AGREEMENT #4999CN0001

This  Agreement  dated  as  of  December  29,1998  ("Effective  Date"),  between
International Business Machines Corporation ("IBM") and OAO Technology Solutions
("OAOT"),  establishes  the basis for a multinational  procurement  relationship
under  which OAOT will  provide  IBM,  or its  Customer,  the  Deliverables  and
Services described in SOW's issued under this Agreement.

1.0 Definitions:

"Affiliates" means entities that directly or indirectly control,  are controlled
by, or are under  common  control with a party to this  Agreement  and that have
signed a PA.

"Agreement"  means this  agreement and any relevant  Statements of Work ("SOW"),
Work  Authorizations  ("WA"),   Participation   Attachments  ("PA"),  and  other
attachments or appendices specifically referenced in this Agreement.

"IBM" means either IBM or one of its Affiliates.

"IBM Personnel" means agents,  employees,  contractors or remarketers engaged by
IBM.

"Customer" means IBM's customer as identified in a SOW.

"Deliverable"  means any item  that  OAOT  prepares  for or  provides  to IBM or
Customer as described in a SOW. Deliverables include Products,  Developed Works,
Preexisting Materials and Tools.

"Derivative  Work"  means a work  that is based on an  underlying  work and that
would be a copyright  infringement if prepared without the  authorization of the
copyright owner of the underlying work.

"Developed Works" means Deliverables including their Externals, developed in the
performance  of this  Agreement  that IBM or  Customer  will  own,  and does not
include Preexisting Materials, Tools, or items specifically excluded in a SOW.

"Equipment"  means a machine,  its features,  elements,  cables, or accessories,
including the documentation required to install, support, use, and maintain it.

"Externals"  means any pictorial,  graphic,  or audiovisual  works  generated by
execution  of code  and  any  programming  interfaces,  languages  or  protocols
implemented in code to enable  interaction  with other computer  programs or end
users. Externals do not include the code that implements them.

"Invention" means any idea, design, concept, technique,  invention, discovery or
improvement, whether or not patentable, conceived or reduced to practice by OAOT
or OAOT Personnel in performance of this Agreement.

"Joint  Invention"  means any Invention  made by OAOT or OAOT Personnel with IBM
Personnel.

"Materials" means Developed Works and Preexisting Materials, if any.

"Participation  Agreement"  or "PA" means an agreement  signed by an Affliate or
Affiliates  which  incorporates  by reference  the terms and  conditions in this
agreement,   any  relevant  SOW,  and  any  other   attachments   or  appendices
specifically referenced in the PA.

"Preexisting Materials" means items including their Externals,  contained within
a  Deliverable,  in which the copyrights are owned by a third party or that OAOT
prepared  or had  prepared  outside  the  scope of this  Agreement.  Preexisting
Materials  exclude Program  Products and Tools, but may include material that is
created by the use of Tools.

"Prices"  means the  agreed  upon  prices  and  currency  for  Deliverables  and
Services, including all applicable taxes, as specified in the relevant SOW.

"Products" means Equipment or Program Products.


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"Program  Products"  means  OAOT's  commercially   available  software  and  the
documentation required to install, support, use, and maintain it.

"Services" means the services identified in the relevant SOW.

"Statement of Work" or "SOW" means any document  attached to or included in this
Agreement  which  describes  the  Deliverables   and  Services,   including  any
requirements, specifications, exhibits or schedules.

"OAOT" means either OAOT or one of its Affiliates.

"OAOT Personnel" means agents, employees or subcontractors engaged by OAOT.

"Tools" means not commercially available software, and their Externals, required
for the development,  maintenance or  implementation  of a software  Deliverable
other than a Program Product.

"Work  Authorization"  or "WA"  means a purchase  order or other IBM  designated
document,  in either  electronic or hard copy form,  issued by IBM's procurement
personnel, and is the only authorization for OAOT to perform any work under this
Agreement. A SOW is a WA only if designated as such in writing by IBM.

2.0 Statement of Work: OAOT will provide  Deliverables and Services as specified
in the relevant SOW only when specified in a WA. OAOT will begin work only after
receiving a WA from IBM.  IBM may request  changes to a SOW and OAOT will submit
to IBM the impact of such changes.  Changes accepted by IBM will be specified in
an amended SOW or change order signed by both parties.

3.0 Term and Termination

3.1 Term:  Deliverables and Services acquired by IBM or Customer on or after the
Effective Date will be covered by this Agreement.  This Agreement will remain in
effect until terminated.

3.2  Termination of this  Agreement:  Either party may terminate this Agreement,
without any cancellation  charge,  for a material breach of the Agreement by the
other  party or if the  other  party  becomes  insolvent  or files or has  filed
against it a petition in bankruptcy  ("Cause"),  to the extent permitted by law.
Such  termination  will be  effective  at the end of a thirty  (30) day  written
notice period if the Cause remains uncured.

3.3  Termination of a SOW or WA: IBM may terminate a SOW or a WA with or without
Cause in accordance with the terms of the SOW. Upon  termination,  in accordance
with IBM's  written  direction,  OAOT will  immediately:  (i) cease  work;  (ii)
prepare  and  submit  to  IBM an  itemization  of all  completed  and  partially
completed   Deliverables  and  Services;   (iii)  deliver  to  IBM  Deliverables
satisfactorily completed up to the date of termination at the agreed upon Prices
in the relevant  SOW; and (iv) deliver upon request any work in process.  In the
event IBM terminates without Cause, except as a result of Customer's termination
of its  agreement  with  IBM,  IBM  will  compensate  OAOT  for the  actual  and
reasonable expenses incurred by OAOT for work in process up to and including the
date of  termination  provided OAOT uses  reasonable  efforts to mitigate  IBM's
liability  under this  Subsection by, among other actions,  accepting the return
of,  returning  to its  suppliers,  selling to others,  or  otherwise  using the
canceled Deliverables  (including raw materials or work in process) and provided
such expenses do not exceed the Prices.

4.0 Pricing

     4.1  Pricing:  OAOT will provide  Deliverables  and Services to IBM for the
Prices.  Except for  pre-approved  expenses  specified in the relevant  SOW, the
Prices for Deliverables and Services  specified in a WA and accepted by IBM will
be the only amount due to OAOT from IBM.  OAOT is not entitled to payment  under
this Agreement for activities also covered by a Business Partner  Agreement with
IBM.


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4.2  Competitive  Pricing:  If OAOT offers lower prices to another  customer for
like or lesser quantities of Deliverables or Services during the same period and
under similar terms and  conditions as IBM,  those prices will be made known and
available to IBM at the time of their availability to the customer.  Prices will
at  least be  competitive  with  industry  prices  and,  if not,  OAOT  will use
reasonable efforts to adjust its Prices so that they are competitive.

4.3  Productivity  Improvement  and  Cost  Reduction  Discounts:  OAOT  will use
reasonable  efforts to  maintain  and  implement  a  comprehensive  productivity
improvement  plan including,  but not limited to, process  improvement and cycle
time reduction initiatives. Cost reductions provided as a result of productivity
improvements  or  reductions in cost to OAOT prior to delivery will be shared by
the parties as mutually agreed upon by the parties.

4.4 Special Bid Pricing  Discounts:  OAOT will use reasonable  efforts to secure
manufacturer volume discounts whenever available.  Cost reductions provided as a
result of special bid pricing will be passed  through to IBM. At IBM's  request,
OAOT will provide documentation that special bid pricing was solicited.

4.5 End of Life and  Discontinued  Product  Discounts:  OAOT  will  provide  IBM
discount price information on discontinued or end-of-life Product, and pass such
Price reductions on to IBM.

4.6 Rebates:  OAOT Will pass through to IBM or Customer  rebates provided by the
original manufacturer.

5.0 Payments and Acceptance: Terms for payment will be specified in the relevant
SOW or WA. Payment of invoices will not be deemed  acceptance of Deliverables or
Services, but rather such Deliverables or Services will he subject to inspection
test and rejection in accordance  with the acceptance or completion  criteria as
specified in the relevant SOW. IBM or Customer may, at its option, either reject
Deliverables  or Services  that do not comply with the  acceptance or completion
criteria for a refund,  or require  OAOT,  upon IBM's  written  instruction,  to
repair or replace such  Deliverables or re-perform such Service,  without charge
and in a timely manner.

6.0 Warranties

6.1 Ongoing  Warranties:  OAOT makes the following ongoing  representations  and
warranties:  (i)  OAOT  has the  right  to enter  into  this  Agreement  and its
performance  of this  Agreement  will not  violate  the  terms of any  contract,
obligation, law, regulation or ordinance to which it is or becomes subject; (ii)
no claim,  lien,  or action  exists or is  threatened  against  OAOT that  would
interfere with IBM's rights under this Agreement;  (iii)  Deliverables  are free
from defects in design (except for written  designs  provided by IBM unless such
designs are based entirely on OAOT's  specifications),  material and workmanship
and will conform to the  warranties,  specifications  and  requirements  in this
Agreement for one year from the date of acceptance;  (iv)  Deliverables are safe
for any use consistent with the warranties,  specifications  and requirements in
this Agreement;  (v) Services will be performed using  reasonable care and skill
and in accordance with the relevant SOW; (vi) Deliverables and Services are Year
2000  ready  such that they are  capable  of  correctly  processing,  providing,
receiving and  displaying  date data,  as well as exchanging  accurate date data
with all  products  with which the  Deliverables  or Services are intended to be
used  within  and  between  the  twentieth  and  twenty-first  centuries;  (vii)
Deliverables and Services are euro-ready such that they will correctly  process,
send,  receive,   present,   store,  and  convert  monetary  data  in  the  euro
denomination, respecting the euro currency formatting conventions (including the
euro  symbol);  (viii)  none  of the  Deliverables  contain  nor  are any of the
Deliverables  manufactured  using ozone  depleting  substances  known as haloes,
chlorofluorocarbons, methyl chloroform


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and carbon  tetrachloride;  (ix) Deliverables are new and do not contain used or
reconditioned  parts; (x)  Deliverables  will be tested for, and do not contain,
harmful  code;  (xi)  Deliverables  and  Services do not  infringe  any privacy,
publicity, reputation or intellectual property right of a third party; (xii) all
authors have agreed not to assert their moral rights (personal rights associated
with  authorship of a work under  applicable  law) in the  Deliverables,  to the
extent  permitted  by law;  and (xiii) OAOT is  incorporated  or  organized as a
partnership.

6.2 Standard Warranties: IBM may pass OAOT's standard warranty, for Equipment or
Program  Products  through to the Customer.  The Customer may deal directly with
OAOT under such  warranty  and in the event  OAOT's  standard  warranty  is more
favorable than the warranties in this Agreement,  OAOT"s standard  warranty will
apply. If OAOT is not the original  manufacturer,  OAOT will pass through to IBM
or Customer all warranties provided by the original  manufacturer.  In the event
of  a  conflict  between  OAOT's  standard  warranties,  original  manufacturers
warranties and the warranties in this  Agreement,  the warranties more favorable
to IBM or Customer apply.

THE  WARRANTIES  AND  CONDITIONS  IN THIS  AGREEMENT  ARE IN  LIEU OF ALL  OTHER
WARRANTIES AND CONDITIONS,  EXPRESS OR IMPLIED,  INCLUDING  THOSE  WARRANTIES OR
CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.

6.3  Warranty  Redemption:  If  Deliverables  or Services do not comply with the
warranties  in this  Agreement,  OAOT will  repair or  replace  Deliverables  or
re-perform Services,  without charge and in a timely manner. If OAOT fails to do
so, IBM or Customer may repair or replace  Deliverables  or re-perform  Services
and OAOT will reimburse IBM for actual and reasonable expenses.

7.0 Delivery

7.1 Delivery  Logistics:  Delivery  under this  Agreement  means delivery to the
location and delivery  point as specified in the relevant SOW. IBM may cancel or
reschedule  the delivery  date or change the delivery  point as specified in the
relevant  SOW.  Risk of loss and  title to any  tangible  property  will pass to
Customer at the delivery point.

7.2 On Time Delivery: Deliverables or Services will be delivered as specified in
the relevant SOW. If OAOT cannot comply with the delivery commitment,  OAOT will
promptly  notify IBM of a revised  delivery date and IBM may (i) cancel  without
charge   Deliverables   or  Services  not  yet  delivered;   (ii)  procure  such
Deliverables or Services  elsewhere and charge OAOT the cost  differential;  and
(iii)  exercise  all other  remedies  provided  at law,  in  equity  and in this
Agreement.

8.0 Intellectual Property

8.1 Work Made for Hire:  All Developed  Works belong  exclusively to IBM and are
works made for hire. If any Developed  Works are not  considered  works made for
hire owned by IBM by operation of law,  OAOT assigns the ownership of copyrights
in such works to IBM.

8.2 Preexisting  Materials:  OAOT will not include any Preexisting  Materials in
any  Deliverable  unless they are listed in the relevant  SOW. OAOT grants IBM a
nonexclusive,  worldwide, perpetual, irrevocable, paid-up license to prepare and
have prepared  Derivative Works of Preexisting  Materials and to use, have used,
execute,  reproduce,  transmit,  display,  perform,  transfer,  distribute,  and
sublicense  Preexisting Materials or their Derivative Works, and to grant others
the rights granted in this Subsection.

8.3 Tools: OAOT will not include Tools in Deliverables unless they are listed in
the  relevant  SOW.  OAOT  grants  IBM  a  nonexclusive,  worldwide,  perpetual,
irrevocable,  paid-up,  license to prepare and have prepared Derivative Works of
Tools, and to use, have used, execute, reproduce,  transmit, display and perform
Tools or their Derivative  Works. The rights and licenses granted by OAOT to IBM
under this subsection  include the right of IBM to authorize  others to exercise
any of the rights granted to IBM in this Subsection.


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8.4  Invention  Rights:   OAOT  grants  to  IBM  and  Customer  an  irrevocable,
nonexclusive,  worldwide, perpetual, paid-up license under Inventions (including
any patent  applications  filed on or patents issued claiming  Inventions).  The
license scope is to make, have made, use, have used,  sell,  license or transfer
items and to practice and have practiced methods.

8.5 Joint Invention  Rights:  The parties will jointly own all joint  Inventions
and resulting  patents.  Either party may license others under Joint  Inventions
(including any patent  applications  filed on or patents  issued  claiming Joint
Inventions) without accounting to or consent from the other.

8.6  Perfection  of  Copyrights:  Upon  request,  OAOT  will  provide  to  IBM a
"Certificate of Originality" or equivalent documentation to verify authorship of
Deliverables.  OAOT will confirm  assignment of copyright  for  Developed  Works
using the  "Confirmation of Assignment of Copyright" form and will assist IBM in
perfecting  such  copyrights.   OAOT  will  be  responsible  for   registration,
maintenance  and enforcement of copyrights for  Preexisting  Materials.  If OAOT
does not register a copyright to Preexisting  Materials,  OAOT authorizes IBM to
act as its agent in the copyright registration of such Preexisting Materials.

8.7 Perfection of Invention Rights: OAOT will identify all countries in which it
will seek patent  protection for each  Invention.  OAOT authorizes IBM to act as
its agent in obtaining  patent  protection for the Inventions in countries where
OAOT does not seek patent  protection.  OAOT will, at Buyers expense,  assist in
the filing of patent  applications  on Inventions  and have  required  documents
signed.

8.8 Trademarks:  This Agreement does not grant either party the right to use the
other party's trademarks, trade names or service marks.

8.9 Program Products: Customer will receive a license agreement from IBM or OAOT
for Program Products, to which IBM is not a party nor liable for violations.  If
a Program  Product is available  under an existing IBM  agreement,  the terms of
that  agreement  will  control  distribution  of that Program  Product.  IBM may
install and test Program  Products for Customer  without  charge.  For recurring
charge  licenses  IBM will  notify  OAOT when to begin  invoicing  Customer,  if
applicable.

9.0 Indemnification

9.1 General  Indemnification:  OAOT will defend,  hold  harmless and  indemnify,
including attorneys fees, IBM and IBM Personnel against claims that arise or are
alleged to have arisen as a result of negligent or intentional acts or omissions
of OAOT or OAOT Personnel or breach by OAOT of any term of this Agreement.

9.2 Intellectual Property Indemnification:  OAOT will defend, or at IBM's option
cooperate in the defense of hold harmless and  Indemnify,  including  attorney's
fees,  IBM, IBM Personnel and Customer from claims that OAOT's  Deliverables  or
Services infringe the intellectual property,  rights of a third party. If such a
claim is or is likely to be made,  OAOT will,  at its own expense,  exercise the
first of the  following  remedies  that is  practicable:  (i) obtain for IBM and
Customer  the right to continue to use,  sell and license the  Deliverables  and
Services  consistent with this Agreement;  (ii) modify Deliverables and Services
so they are non-infringing and to compliance with this Agreement;  (iii) replace
the  Deliverables  and  Services  with  infringing  ones that  comply  with this
Agreement;  or (iv) at IBM's  request,  accept the  cancellation  of  infringing
Services and the return of infringing Deliverables and refund any amount paid.

9.3  Exceptions  to  Indemnification:  OAOT will have no obligation to indemnify
IBM, IBM Personnel or Customer for claims that OAOT's  Deliverables  or Services
infringe the  intellectual  property  rights of a third party to the extent such
claims arise as a result of: (i) IBM's or Customer s combination of Deliverables
or Services with other products or services not foreseeable by OAOT; (ii) OAOT's
implementation  of an IBM  originated  design;  or  (iii)  IBM's  or  Customer's
modification of the Deliverables.


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10.0 Limitation of Liability:  Except for liability  under the Section  entitled
Indemnification,  in no event will  either  party be liable to the other for any
lost revenues, lost profits,  incidental,  indirect,  consequential,  special or
punitive damages.

11.0  OAOT  and  OAOT  Personnel:  OAOT is an  independent  contractor  and this
Agreement does not create an agency,  partnership, or joint venture relationship
between  IBM and OAOT or IBM and OAOT  Personnel.  IBM assumes no  liability  or
responsibility  for OAOT Personnel.  OAOT will: (i) ensure it and OAOT Personnel
are  in  compliance  with  all  laws,  regulations,  ordinances,  and  licensing
requirements;  (ii) be responsible for the supervision,  control,  compensation,
withholdings,  health and safety of OAOT Personnel;  (iii) ensure OAOT Personnel
performing  Services on IBM's or Customer's premises comply with the On Premises
Guidelines;  and (iv)  inform IBM if a former  employee  of IBM will be assigned
work under this Agreement, such assignment subject to IBM approval.

12.0  Electronic  Commerce:  The  parties  will  conduct  transactions  using an
electronic  commerce  approach  under  which  the  parties  will  electronically
transmit   and  receive   legally   binding   purchase   and  sale   obligations
("Documents"),  including  electronic  credit entries  transmitted by IBM to the
OAOT account specified in the relevant SOW. Each party, at its own expense, will
provide and maintain the equipment, software, services and testing necessary for
it to effectively and reliably transmit and receive such Documents. Either party
may use a third party service provider for network services,  provided the other
party is given  sixty,  (60) days prior  written  notice of any  changes to such
services.  A Document  will be deemed  received  upon  arrival at the  receiving
party's  mailbox or Internet  address and the receiving party will promptly send
an acknowledgment of such receipt.  The receiving party will promptly notify the
originating party if a Document is received in an unintelligible  form, provided
that the originating party can be identified. In the absence of such notice, the
originating  party's record of the contents of such Document will prevail.  Each
party  will  authenticate  Documents  using a digital  signature  or User ID, as
specified  by  IBM,  and  will  maintain  security  procedures  to  prevent  its
unauthorized use.

13.0 Recordkeeping and Audit Rights: OAOT will maintain (and provide to IBM upon
request)  relevant  accounting  records to support invoices under this Agreement
and proof of required  permits and  professional  licenses,  for three (3) years
following  completion or termination of the relevant SOW. All accounting records
will be maintained in accordance with generally accepted accounting principles.

14.0 General

14.1  Amendments:  This Agreement may only be amended by a writing  specifically
referencing  this Agreement which has been signed by authorized  representatives
of the parties.

14.2  Assignment:  Neither  party  will  assign  their  rights  or  delegate  or
subcontract  their duties under this  Agreement to third  parties or  affiliates
without the prior  written  consent of the other  party,  such consent not to be
withheld unreasonably,  except that IBM may assign this Agreement in conjunction
with the sale of a substantial  part of its business  utilizing this  Agreement.
Any unauthorized assignment of this Agreement is void.

14.3  Choice of Law and Forum and  Limitation  of Action:  Except as required by
local law in any jurisdiction  outside of the United States,  this Agreement and
the rights and  obligations of the parties under this Agreement will be governed
by and construed in accordance  with the laws of the State of New York,  without
giving  effect to the  principles  thereof  relating to the  conflicts  of laws.
Unless  otherwise  provided by local law without the  possibility of contractual
waiver or  limitation,  any legal or other action related to this Agreement must
be  commenced  no later  than two (2) years  from the date on which the claim of
action arose.


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14.4  Communications:  All  communications  between the parties  regarding  this
Agreement will be conducted through the parties' representatives as specified in
the relevant SOW.

14.5  Counterparts:  This  Agreement may be signed in one or more  counterparts,
each of which  will be  deemed to be an  original  and all of which  when  taken
together will constitute the same agreement.  Any copy of this Agreement made by
reliable means is considered an original.

14.6 Exchange of Information:  Unless required otherwise by law, all information
exchanged by the parties  will be  considered  non-confidential.  If the parties
require the exchange of  confidential  information,  such  exchange will be made
under a confidentiality  agreement.  The parties will not publicize the terms or
conditions  of this  Agreement  in any  advertising,  marketing  or  promotional
materials  except as may be  required  by law,  provided  the party  publicizing
obtains  any  confidentiality  treatment  available.  OAOT will use  information
regarding this Agreement only in the performance of this Agreement.

14.7  Freedom of Action:  This  Agreement is  nonexclusive  and either party may
design,  develop,  manufacture,   acquire  or  market  competitive  products  or
services. IBM will independently  establish prices for resale of Deliverables or
Services and not  obligated to announce or market any  Deliverables  or Services
and does not guarantee the success of its marketing efforts, if any.

14.8 Force Majeure:  Neither party will be in default or liable for any delay or
failure to comply with this Agreement due to any cause beyond the control of the
affected  party,  excluding  labor  disputes,  provided  such party  immediately
notifies the other.

14.9 Obligations of Affiliates:  Affiliates will  acknowledge  acceptance of the
terms and  conditions  of this  Agreement  through  the  signing  of a PA before
conducting any transaction under this Agreement.

14.10 Prior Communications and Order of Precedence:  This Agreement replaces any
prior oral or written agreements or other communication between the parties with
respect to the subject  matter of this  Agreement,  excluding  any  confidential
disclosure  agreements.  In the event of any  conflict in these  documents,  the
order of precedence will be: (i) the quantity, payment and delivery terms of the
relevant WA; (ii) the relevant SOW; (iii) the relevant PA; (iv) this  agreement:
and (v) the remaining terms of the relevant WA.

14.11 Severability: If any term in this Agreement is found by competent judicial
authority to be unenforceable  in any respect,  the validity of the remainder of
this Agreement will be unaffected,  provided that such unenforceability does not
materially affect the parties' rights under this Agreement.

14.12  Survival:  The  provisions  set  forth  in  the  following  Sections  and
Subsections of this  Agreement will survive after  termination of this Agreement
and will remain in effect until fulfilled:  "Ongoing Warranties",  "Intellectual
Property",  "Indemnification",  "Limitation of Liability",  "Record  Keeping and
Audit Rights", "Choice of Law and Forum and Limitation of Action",  "Exchange of
Information", and "Prior Communications and Order of Precedence".

14.13 Waiver: An effective waiver under this Agreement must be in writing signed
by the party waiving its right. A Waiver by either party, of any instance of the
other party's  noncompliance  with any obligation or  responsibility  under this
Agreement will not be deemed a waiver of subsequent instances.


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ACCEPTED AND AGREED TO:

IBM Signature
By: Ms. Linda M. Cantwell
Director, Customer Solutions Procurement
IBM Address: Route 100, Somers, NY 10589
12/29/1998

OAOT Signature
By: Mr. Gregory Pratt
Chief Executive Officer, OAO Technologies Solutions, Inc.
OAOT Address: 7500 Greenway Center Dr., Greenbelt. MD 20770
12/29/1998

1.0 Access to Premises: OAOT will ensure that OAOT Personnel assigned to work on
IBM's or Customer's  premises will: (i) participate in a preemployment  criminal
background  check  covering  the  counties  in which the person was  employed or
resided for the past seven  years (or longer as required by State  legislation),
and inform IBM of any negative  findings;  (ii)  maintain a current and complete
list of the persons' names and social  security  numbers;  (iii) obtain for each
person a valid  identification badge from IBM and ensure that it is displayed to
gain access to and while on IBM's or Customer's  premises (it is IBM's policy to
deactivate  any such badge if not used for one  month);  (iv)  maintain a signed
acknowledgment  that each  person  will  comply  with  IBM's  Safety &  Security
Guidelines including search guidelines; (v) ensure that each person with regular
access to IBM's or Customer's  premises  registers  their  vehicles with IBM and
comply with all parking  restrictions;  (vi) inform IBM if a former  employee of
IBM will be assigned work under this Agreement,  such assignment  subject to IBM
approval,  (vii) at IBM's  request,  remove a person  from  IBM's or  Customer's
premises and not reassign  such person to work on IBM's or  Customer's  premises
(IBM is not required to provide a reason for such  request),  and (viii)  notify
IBM  immediately  upon  completion or  termination  of any assignment and return
IBM's identification  badge. Upon IBM's request OAOT will provide  documentation
to verify compliance with this Subsection.

2.0 General Business Activity Restrictions: OAOT will ensure that OAOT Personnel
assigned  to work on IBM's or  Customer's  premises:  (i) will not  conduct  any
non-IBM related business activities (such as interviews,  hirings, dismissals or
personal  solicitations) on IBM's or Customer's premises;  (ii) will not conduct
OAOTs Personnel training on IBM's or Customer's premises,  except for on-the-job
training;  (iii)  will  not  attempt  to  participate  in IBM  benefit  plans or
activities;  (iv) will not send or receive  non-IBM  related mail through  IBM's
trail  systems;  and (v) will not sell,  advertise  or market  any  products  or
distribute printed, written or graphic materials on IBM's or Customer's premises
without IBM's written permission.

3.0 Safety and Security:  OAOT will ensure that OAOT Personnel  assigned to work
on IBM's or Customer's premises: (i) do not bring weapons of any kind onto IBM's
or Customers premises; (ii) do not manufacture,  sell, distribute,  possess, use
or be under the influence of controlled  substances (for nonmedical  reasons) or
alcoholic beverages while on IBM's or Customer's promises;  (iii) do not have in
their possession  hazardous materials of any kind on IBM's or Customers premises
without IBM's authorization;  (iv) acknowledge that all persons,  property,  and
vehicles entering or leaving IBM's or Customer's premises are subject to search;
and (v)  remain  in  authorized  areas  only  (limited  to the  work  locations,
cafeterias,  rest rooms and, in the event of a medical emergency,  IBM's medical
facilities). OAOT will


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promptly notify IBM of any accident or security  incidents  involving loss of or
misuse  or  damage  to  IBM's   intellectual   or  physical   assets;   physical
altercations;  assaults;  or  harassment  and  provide  IBM  with a copy  of any
accident or incident report  involving the above.  OAOT must coordinate with IBM
access to IBM's or Customers premises during non-regular working hours.

4.0 Asset  Control:  In the event OAOT  Personnel  have  access to  information,
information  assets,  supplies or other  property,  including  property owned by
third  parties  but  provided  to OAOT  Personnel  by IBM ("IBM  Assets").  OAOT
Personnel:  (i) will not  remove IBM Assets  from IBM's or  Customer's  premises
without IBM's authorization;  (ii) will use IBM Assets only for purposes of this
agreement and reimburse IBM for any  unauthorized  use;  (iii) will only connect
with, interact with or use programs tools or routines that IBM agrees are needed
to  provide  Services;  (iv)  will  not  share  or  disclose  user  identifiers,
passwords,  cipher keys or computer dial port telephone numbers;  and (v) in the
event the IBM Assets are  confidential,  will not copy,  disclose  or leave such
assets unsecured or unattended.  IBM may periodically audit OAOT's data residing
on IBM's information assets.


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