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                                                                   Exhibit 10.18


                                MASTER AGREEMENT


THIS MASTER AGREEMENT is dated December 16, 1996 by and between Electronic Data
Systems Corporation, a Delaware corporation ("EDS"), and Allin Communications
Corporation, a Delaware corporation ("Customer").

                                  WITNESSETH:
                                  -----------

WHEREAS, Customer desires to obtain from EDS, and EDS desires to provide to
Customer, certain services and resources as may be mutually agreed upon by
Customer and EDS from time to time and documented in separate authorization
letters; and

WHEREAS, Customer and EDS desire to establish a mechanism for the execution of
such authorization letters and to agree upon certain standard provisions that
will govern each such authorization letter;

NOW, THEREFORE, EDS and Customer agree as follows:

1.  Scope of Master Agreement.  This Master Agreement establishes the standard
    -------------------------
   provisions that will apply to services and resources provided by EDS to
   Customer as mutually agreed upon from time to time by Customer and EDS and
   confirmed in a written authorization letter (an "Authorization Letter")
   entered into by Customer and EDS pursuant to the provisions of this Master
   Agreement.

2. Term.  The term of this Master Agreement will commence on the date hereof
   ----
   and will continue for an indefinite period thereafter subject to the right of
   either party to terminate this Master Agreement as provided herein.
   Notwithstanding the termination of this Master Agreement for any reason, each
   Authorization Letter entered into prior to the effective date of such
   termination will remain in full force and effect in accordance with the
   provisions thereof, including each of the provisions of this - Master
   Agreement incorporated by reference into such Authorization Letter, unless
   such Authorization Letter is also terminated in accordance with the terms of
   this Master Agreement or the Authorization Letter, as applicable.

3. Authorization Letters.  All services and resources provided to Customer by
   ---------------------
   EDS pursuant to this Master Agreement will be provided in accordance with
   Authorization Letters entered into by Customer and EDS from time to time
   during the term of this Master Agreement, each of which will include the
   following:

  (c) A reference to this Master Agreement, which reference will be deemed to
      incorporate all applicable provisions of this Master Agreement.

  (b) The date as of which the provisions of the Authorization Letter will be
      effective and, if applicable, the term or period of time during which EDS
      will provide services or resources to Customer pursuant to the
      Authorization Letter.

  (c) A description of the services, deliverables, or resources to be provided
      by EDS to Customer pursuant to the Authorization Letter, including the
      location or locations at which such services, deliverables or resources
      are to be provided.

  (d) A description of the responsibilities of Customer relating to the
      Authorization Letter, including any facilities, equipment or other support
      to be provided to EDS by Customer in connection with the Authorization
      Letter.

  (e) A designation of the individuals who will have management responsibility
      for EDS and for Customer, respectively, in connection with the
      Authorization Letter.

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  (f) A description of the charges to be paid by Customer for the services or
      resources provided by EDS pursuant to the Authorization Letter and the
      schedule on which such amounts will be invoiced to Customer by EDS.

  (g) Any additional provisions applicable to the services or resources to be
      provided pursuant to the Authorization Letter that are not otherwise set
      forth in this Master Agreement or that are exceptions to the provisions
      set forth in this Master Agreement.

  No Authorization Letter will become effective until it has been executed by
  authorized representatives of Customer and EDS.  A form of Authorization
  Letter is attached as Schedule B.  In connection with each Authorization
                        ----------
  Letter, Customer and EDS will enter into separate written work orders (each a
  "Work Order", and collectively, the "Work Orders") as more particularly
  described in the applicable Authorization Letter.

4. Conflicts.  In the event of any express conflict or inconsistency between
   ---------
   the provisions of an Authorization Letter or Work Order and the provisions of
   this Master Agreement, the provisions of the Authorization Letter or Work
   Order will control with respect to the interpretation of that Authorization
   Letter or Work Order; provided, however, that the provisions of the
   Authorization Letter or Work Order will be so construed to give effect to the
   applicable provisions of this Master Agreement to the fullest extent
   possible.

5. Payment Terms.  All amounts payable to EDS under each Authorization Letter
   -------------
   for which a time of payment is not otherwise specified will be due and
   payable within thirty days after invoice date.  Any amount not paid when due
   will thereafter bear interest until paid at a rate of interest per annum
   equal to the lesser of the then current prime rate of interest as established
   from time to time by Citibank, N.A., or the maximum rate of interest allowed
   by applicable law.

6. Ownership Rights.  Unless otherwise agreed upon by the parties in writing,
   ----------------
   each party will continue to own all information, documentation, materials,
   products, services, patents, copyrights and trade secrets (the latter of
   which includes, for example, all confidential proprietary software, software
   development tools, know-how, methodologies, processes, technologies, or
   algorithms) used in the performance of such party's obligations under this
   Master Agreement any Authorization Letter or any Work Order and which were
   owned or licensed by such party as of the date of this Master Agreement or
   are acquired or licensed independently of this Master Agreement or any
   Authorization Letter or Work Order subsequent to the date hereof, and no
   licenses are granted hereunder to the other party except as needed by the
   other party to perform its obligations under this Master Agreement, any
   Authorization Letter or Work Order.  All inventions and works, including
   software, developed in connection with this Master Agreement any
   Authorization Letter or Work Order and the worldwide intellectual property
   rights therein, which are made or conceived through any efforts paid for by
   Customer will be the property of Customer.  EDS will promptly disclose to
   Customer in writing all such inventions and works, including software,
   (whether patentable, subject of copyright protection or not) and EDS will
   provide that its employees and those of any subcontractor engaged on or after
   the date hereof (or advised in writing of existing subcontractors who are not
   similarly obligated) are under obligation to assign such intellectual
   property rights so that, upon the request of Customer, such worldwide
   intellectual property rights will be assigned to Customer.  Each party (a)
   will be free to use the ideas, concepts and know-how which are developed by a
   party in the course of performing its obligations under this Agreement to the
   extent the same do not constitute "Confidential Information" as defined in
   Section 9 and are retained by such party's employees solely in intangible
   form, and (b) each party may, subject to Section 9 and Section 6, acquire,
   license, develop for itself or others, or have others develop for it, similar
   technology performing the same or similar functions as the technology that
   may result from the performance of such party's obligations under this Master
   Agreement or any Authorization Letter (and any Work Order issued under any
   Authorization Letter), and may market and distribute such technology.  EDS
   agrees that during the term of this Master Agreement, EDS will not use any of
   its own employees who have performed services under this Master Agreement or
   any Authorization Letter (and any Work Order issued under any Authorization
   Letter) on any other projects involving interactive television or digital
   commercial or consumer photography within the Global Travel Services Industry
   Strategic Business Unit and, furthermore, without the prior written consent
   of Customer, EDS will not reverse engineer or have others reverse engineer
   any software owned or licensed by Customer at any time during the term of
   this Master Agreement or thereafter.  The provisions of this Section shall
   survive the expiration or termination of this Master Agreement and all
   Authorization Letters and Work Orders.

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7. Personnel.  The personnel resources being made available to Customer by EDS
   ---------
   under any Authorization Letter will be and remain employees of EDS, at all
   times during the term of that Authorization Letter and thereafter.  EDS will
   provide for and pay all compensation, and other employee-related benefits to
   which such personnel resources may be entitled from time to time as a result
   of their employment with EDS together with all applicable employment taxes in
   connection therewith.  EDS at its sole expense shall maintain all reasonably
   necessary insurance coverage in respect of all personnel assigned to perform
   work under any Authorization Letter or Work Order, all as specified in the
   particular Authorization Letter or Work Order.  During the term of each
   Authorization Letter and for a period of two years thereafter, neither party
   will, without the prior written consent of the other, offer employment to or
   employ any person employed then or within the preceding twelve months by the
   other. To the extent reasonably-possible, EDS will maintain continuity in
   the EDS personnel assigned to perform work under this Mater Agreement.  In
   the event that Customer is not satisfied with the performance of any EDS
   personnel Customer will discuss its concerns directly with the EDS account
   manager, who will promptly investigate the matter and take such action as
   such EDS account manager deems appropriate in accordance with EDS policies
   and procedures.  EDS hereby agrees to indemnify, defend and hold Customer,
   its successors and assigns harmless from and against any and all liabilities,
   suits, damages, judgments, awards, penalties, and any other liabilities
   (including reasonable attorneys' fees, costs and expenses in connection
   therewith) suffered or incurred by Customer by reason of, arising out of or
   in connection with the employment status (or purported employment status) of,
   and all compensation, benefits and other amounts claimed to be payable to or
   in respect of, any personnel assigned by EDS to perform services for Customer
   under this Master Agreement, any Authorization Letter or any Work Order.  The
   provisions of this Section shall survive the expiration or termination of
   this Master Agreement and all Authorization Letters and Work Orders.

8. Relationship of Parties.  EDS, in furnishing services and resources to
   -----------------------
   Customer pursuant to any Authorization Letter, is acting only as an
   independent contractor and does not undertake by such Authorization Letter or
   otherwise to perform any obligation of Customer, whether regulatory or
   contractual, or to assume any responsibility for Customer's business or
   operations.  Customer acknowledges and agrees that EDS' sole responsibility
   and obligation under each Authorization Letter is to make available to
   Customer the EDS services and resources as provided therein and to assure
   that the delivery and performance of such services and resources conforms
   with the standards of performance applicable to such Authorization Letter and
   each Work Order thereunder, and that Customer will have sole responsibility
   for the management and performance of all Customer services and projects for
   which the EDS services and resources are being made available thereunder or
   otherwise may be utilized.

9. Confidentiality.  Except as otherwise provided in a particular Authorization
   ---------------
   Letter, EDS and Customer each agree that all confidential information
   communicated by one party to the other (including, without limitation, the
   terms of this Master Agreement and each Authorization Letter and Work Order),
   whether before, or after the effective date of that Authorization Letter or
   Work Order, will be received in strict confidence, will be disclosed only to
   those having a need to know under the applicable Authorization Letter or Work
   Order, will be used only for purposes of that Authorization Letter or Work
   Order, and, except as otherwise provided in that Authorization Letter or Work
   Order, will not be disclosed by the recipient party to any others without the
   prior written consent of the other.  Each party will take all reasonable
   precautions to prevent the disclosure to other parties of such information.
   For purposes of this Section 9, "Confidential Information" will not include
   information which is (i) already known by the recipient party without an
   obligation of confidentiality to the other, (ii) publicly known or becomes
   publicly known through no unauthorized act of the recipient party, (iii)
   rightfully received by the recipient party from a third party without an
   obligation of confidentiality to the other, (iv) independently developed by
   the recipient party by persons without access to or use of, in whole or in
   part, the other's confidential information, (v) disclosed without similar
   restriction to a third party by the party owning the confidential
   information; or (vi) required to be disclosed pursuant to a requirement of a
   governmental agency or law so long as the disclosing party provides the other
   party with notice of such requirement promptly upon becoming aware thereof,
   and if possible, prior to any such disclosure.  The provisions of this
   Section will survive the expiration or termination of the Master Agreement
   and all Authorization Letters and Work Orders.  EDS and Customer will each
   use best efforts to ensure that all tangible for of Confidential Information,
   including all copies, will be returned to the owner or destroyed upon the
   expiration or termination of this Master Agreement, any Authorization Letter
   or Work Order.

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10. WARRANTY OF PERFORMANCE/DISCLAIMER OF WARRANTIES.  EDS represents, warrants,
    ------------------------------------------------
    and covenants to Customer that all services and resources provided by EDS
    pursuant to an applicable Authorization Letter or Work Order will be
    delivered and performed in conformance with the standards of performance set
    forth in such Authorization Letter or Work Order if any. EXCEPT AS EXPRESSLY
    PROVIDED IN A PARTICULAR AUTHORIZATION LETTER, EDS DISCLAIMS ALL OTHER
    WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW OR OTHERWISE,
    CONTAINED IN OR DERIVED FROM THIS MASTER AGREEMENT, ANY AUTHORIZATION
    LETTER, ANY OTHER DOCUMENTS REFERENCED IN THIS MASTER AGREEMENT OR ANY
    AUTHORIZATION LETTER, OR ANY OTHER MATERIALS OR COMMUNICATIONS WHETHER ORAL
    OR WRITTEN, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
    MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of Liability.  If EDS is held liable to Customer for any matter
    -----------------------
    arising out of, under, or in connection with this Master Agreement and/or
    any Authorization Letter (and/or any Work Order issued under any
    Authorization Letter), based on any theory of legal or equitable liability
    (including contract, equity, tort, negligence, breach of warranty or
    otherwise), the amount of damages recoverable against EDS for any events,
    acts, omissions under this Master Agreement and all Authorization Letters
    (and any Work Order issued under any Authorization Letter), will not exceed,
    in the aggregate for all events giving rise to liability of EDS, the amounts
    payable to EDS under this Master Agreement, all Authorization Letters, and
    all Work Orders for the six month period prior to the month in which the
    event giving rise to the liability occurred (the "Aggregate Damages Limit");
    provided, however, that for the period from the Effective Date to the date
    twelve months from the Effective Date for all events giving rise to
    liability of EDS, EDS' aggregate liability to Customer will be limited to an
    amount equal to the greater of (a) the Aggregate Damages Limit, or (b)
    $500,000. Subject to the Aggregate Damages Limit and the limit described in
    the preceding sentence, damages payable by EDS to Customer will include
    direct actual damages of Customer, which direct actual damages may include
    amounts payable by Customer to third parties and may include amounts for
    Customer's lost revenue attributable to a particular installation with
    respect to which EDS' liability arose. In no event will the measure of
    damages payable by EDS to Customer include, nor will EDS be liable for, any
    amounts for loss of savings: or indirect, consequential, or punitive damages
    of any kind. No claim and demand for arbitration or cause of action which
    arose out of an event or events which occurred more than two years prior to
    the filing of a demand for arbitration or suit alleging a claim or cause of
    action may be asserted by either party against the other party. EDS and
    Customer each acknowledge that the limitations and exclusions contained in
    this Section have been the subject of active and complete negotiation
    between the parties and represent the parties' agreement based upon the
    level of risk to EDS and Customer associated with their respective
    obligations and the payments to be provided to EDS for performance of its
    obligations. The limitations set forth in this Section will not apply with
    respect to damages occasioned by the gross negligence or willful misconduct
    of EDS or its employees or to claims by Customer under the indemnity
    provision of Section 7 of this Master Agreement. The provisions of this
    Section will survive the expiration or termination: of this Master
    Agreement, all Authorization Letters, and all Work Orders.

12. Informal Dispute Resolution.  In the event of any dispute or controversy
    ---------------------------
    between the parties hereto of any kind or nature, upon the written request
    of either party, each of the parties will appoint a designated
    representative who is one of its officers or senior managers whose task it
    will be to meet for the purpose of resolving such dispute or controversy.
    Such representatives will discuss the dispute or controversy and negotiate
    in good faith in an effort to resolve the dispute or controversy without the
    necessity of any formal proceeding relating thereto. Except where temporary
    injunctive relief is sought, no formal proceedings for the resolution of
    such dispute or controversy may be commenced until either or both of the
    designated representatives conclude in good faith that amicable resolution
    through continued negotiation of the matter in issue is not likely to occur.

13. Arbitration.  If the parties are unable to resolve any dispute or
    -----------
    controversy in accordance with the provisions of Section 12, the parties
    agree as follows: any dispute, controversy or claim that in any way relates
    to this Master Agreement or any Authorization Letter or Work Order will, on
    the written demand of either party to the other, be determined and settled
    by a panel of one or more arbitrators in accordance with the procedures
    described in this Section and the Commercial Arbitration Rules of the
    American Arbitration Association. Each party will be

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    entitled to seek temporary injunctive relief from any court having
    jurisdiction regardless of whether arbitration proceedings have been
    initiated under this Section, but the final resolution of any such dispute,
    controversy or claim will be determined by arbitration in accordance with
    this Section. Any award rendered will be final and conclusive and any
    judgment thereon may be enforced in any court having jurisdiction. The
    following procedures will be followed in, connection with an arbitration
    proceeding under this Section: (a) the American Arbitration Association will
    allow reasonable discovery pursuant to the rules then in effect under the
    Federal Rules of Civil Procedure for a period not to exceed 60 days, but
    only to the extent deemed appropriate in light of the purposes of
    arbitration in accomplishing fair, speedy and cost effective resolution of
    disputes; (b) the parties shall share equally the fees, costs, and expenses
    of the arbitrators, unless the arbitrators modify the allocation of fees,
    costs, and expenses because they have determined that fairness dictates
    other than an equal allocation between the parties. To the extent that a
    dispute over payment is the subject of an arbitration proceeding hereunder,
    Customer shall pay such disputed payments up to an aggregate of $200,000 for
    all such disputed payments at any one time, into an escrow account,
    structured by agreement of the parties, or as ordered by the arbitrators if
    agreement cannot be reached, for distribution in accordance with the
    arbitrators' award. Notwithstanding the foregoing, the fact that arbitration
    has or may be invoked will not impair the exercise of any termination rights
    under this Master Agreement or any Authorization Letter or the right of any
    party to seek injunctive or other equitable relief from a court of competent
    jurisdiction. The provisions of this Section will survive the expiration or
    termination of this Master Agreement, all Authorization Letters and all Work
    Orders.

14. Termination for Cause.  If either party defaults in the performance of any
    ---------------------
    of its material obligations under any Authorization Letter or under any Work
    Order entered into pursuant to any such Authorization Letter (other than
    Customer's payment obligations) and fails to cure, in all material respects,
    such default within thirty days after receipt of written notice of such
    default, then the party not in default may terminate that Authorization
    Letter or Work Order, as applicable, together with, at its option, any or
    all other Authorization Letters or Work Orders then in effect and this
    Master Agreement, by written notice to the other setting forth the date on
    which such termination will be effective.

15. Termination for Nonpayment.  If Customer fails to pay to EDS any amounts
    --------------------------
    when due and payable under any Authorization Letter or Work Order, as
    applicable, and fails to cure such nonpayment within thirty days after
    receipt of written notice thereof, EDS may terminate that Authorization
    Letter or Work Order, as applicable, together with, at its option, any or
    all other Authorization Letters or Work Orders then in effect and this
    Master Agreement, by written notice to Customer setting forth the date on
    which such termination will be effective; provided, however, that if
    Customer has disputed a payment and such dispute is in the informal dispute
    resolution or arbitration process described above, EDS may not terminate
    until such payment dispute has been resolved in accordance with such
    informal dispute resolution or arbitration process.

16. Other Termination Rights.  At any time following an election by EDS or Allin
    ------------------------
    to terminate that certain Joint Marketing Agreement dated the date hereof by
    and between Allin and EDS (the "Joint Marketing Agreement") pursuant to the
    provisions of Sections 8(a), (b) or (d) of the Joint Marketing Agreement,
    Customer may terminate this Master Agreement and any or all Authorization
    Letters or Work Orders then in effect by providing written notice to EDS
    setting forth the date on which such termination will be effective.
    Notwithstanding anything set forth in this Master Agreement or the Joint
    Marketing Agreement to the contrary, if Customer terminates the Joint
    Marketing Agreement for convenience as permitted under Section 8(c) thereof,
    such termination shall not cause a Deficiency Event hereunder and Customer
    may not terminate this Master Agreement or any Authorization Letter based
    upon such termination for convenience. In addition, EDS shall be obligated
    to promptly provide to Customer any information related to EDS products and
    services with respect to interactive television and digital commercial, or
    consumer photography which (i) appear in an EDS Corporate Announcement or
    (ii) is known or reasonably should be known by a Division Vice President of
    the Global Travel Services Industry Strategic Business Unit, which
    information is not restricted from disclosure to Customer (the information
    described in (i) and (ii) shall be collectively referred to as the
    "Disclosed Information"). Upon receipt of the Disclosed Information or upon
    receipt of information otherwise obtained by Customer, if Customer
    reasonably concludes that the products and services of EDS set forth in the
    Disclosed Information or in information otherwise obtained by Customer,
    directly compete with Customer's existing business products and services,
    including products and services which Customer is then actively marketing
    even though not yet in operation or application, then Customer may elect to
    terminate this Master Agreement and any

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    or all Authorization Letters or Work Orders then in effect by providing
    written notice to EDS setting forth the date on which such termination will
    be effective. Notwithstanding anything set forth in this Master Agreement or
    the Joint Marketing Agreement to the contrary, Customer's sole and exclusive
    remedy for EDS' failure to satisfy the Allin Targets under the Joint
    Marketing Agreement or a breach by EDS of the provisions of this Section 16,
    shall be Customer's right to terminate this Master Agreement and any or all
    Authorization Letters or Work Orders then in effect.

17. Transition Assistance.  Commencing on the date of any notice of termination
    ---------------------
    under this Master Agreement or any Authorization Letter or Work Order, EDS
    will provide such termination assistance as Customer reasonably requests to
    facilitate the transfer of responsibility for the services to Customer.
    Notwithstanding the foregoing, EDS will not be obligated to provide the
    foregoing transition assistance if EDS terminates this Master Agreement or
    any Authorization Letter or Work Order for cause or for Customer's
    nonpayment. Unless the services are being transitioned to a third party
    vendor, EDS will assist Customer in the preparation and implementation of a
    transition plan. If the services are being transferred to a third party
    vendor, EDS will reasonably cooperate with and assist such third party
    vendor in connection with the preparation and implementation of a transition
    plan by such third party vendor. EDS will charge Customer for termination
    assistance in accordance with the resources utilized at the rates in effect
    under each particular Authorization Letter or Work Order which has been
    terminated. Such termination charges will be due on the first day of each
    month following the Termination Date and as a condition to EDS' obligation
    to provide termination assistance to Customer during that month an amount
    equal to EDS' reasonable estimate of the total amount if any, payable to EDS
    under this Section for such termination assistance for the month. In each
    subsequent month the EDS and Customer will equitably adjust the termination
    assistance charges to account for any overpayment or underpayment.

18. Subcontractors.  To the extent that EDS desires to subcontract any of its
    --------------
    obligations under this Master Agreement, it will specify to Customer the
    identity, background and qualifications of the proposed subcontractor and
    the specific components of the services to be subcontracted. Customer will
    have the right to approve the use of each proposed subcontractor.
    Notwithstanding the foregoing, EDS may, in the ordinary course of business,
    subcontract for third party services or products that (a) are not solely
    dedicated to Customer, (b) are not material to any material function
    constituting a part of the services and (c) do not result in a material
    change in the way EDS conducts its business. EDS will not disclose any
    Confidential Information of Customer to any subcontractor unless and until
    such subcontractor has agreed in writing to protect the confidentiality of
    such Confidential Information in a manner substantially equivalent to that
    required of EDS under this Master Agreement and then only to the extent
    necessary for such subcontractor to perform those Services subcontracted to
    it. EDS will remain responsible for the obligations performed by any of its
    subcontractors to the same extent as if such obligations were performed by
    EDS employees.

19. Force Majeure.  Each party will be excused from the performance of its
    -------------
    obligations under any Authorization Letter (other than payment obligations)
    for any period and to the extent that it is prevented from performing, in
    whole or in part, as a result of delays caused by the other or any act of
    God, civil disturbance, court order, labor dispute, third party
    nonperformance, or other cause beyond its reasonable control, and such
    nonperformance will not be a default thereunder or grounds for termination
    thereof.

20. Notices.  All notices, requests, claims, demands, designations, approvals,
    -------
    consents, acceptances and other communications under this Master Agreement
    or any Authorization Letter will be in writing and will be deemed to have
    been duly given if (a) delivered personally, (b) sent by express delivery
    services or certified mail postage prepaid, or (c) sent by facsimile,
    together with a hard copy by express delivery service, to the parties at the
    addresses or facsimile numbers, as the case may be, set forth in Schedule A.
                                                                     ----------
    Any notice and other communication under this Master Agreement or
    any Authorization Letter that is given as provided in this Section 20, (a)
                                                               ----------
    if delivered personally, will be deemed given on the date it is
    delivered, (b) if sent by express delivery service or certified mail, will
    be deemed given on the date it is received and (c) if sent by facsimile,
    will be deemed given on the date it is sent (so long as the sender receives
    confirmation of transmission and a hard copy is sent by express delivery
    service or certified mail, postage prepaid, in the manner herein provided).
    Either party from time to time may change its address, facsimile number or
    designee for notification purposes by

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    giving the other party notice of the new address, facsimile number, or
    designee and the date upon which it will become effective.

21. Binding, Nature and Assignment.  This Master Agreement and each
    ------------------------------
    Authorization Letter Will be binding on the parties hereto and their
    respective successors and assigns; provided, however, that neither party
    may, nor will it have the power to, assign this Master Agreement or any
    Authorization Letter without the prior written consent of the other, except
    that Customer may assign to any wholly owned subsidiary of Customer the
    benefits but not the payment obligations of this Master Agreement or any
    Authorization Letter or Work Order.

22. Headings.  The section headings used in this Master Agreement and each
    --------
    Authorization Letter are for reference and convenience only and will not
    enter into the interpretation hereof or thereof.

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

24. Severability.  If any provision of this Master Agreement or any
    ------------
    Authorization Letter is declared or found to be illegal, unenforceable or
    void, then both parties will be relieved of all obligations arising under
    such provision, but only to the extent that such provision is illegal,
    unenforceable or void, it being the intent and agreement of the parties that
    this Master Agreement or that Authorization Letter, as applicable, will be
    deemed amended by modifying such provision to the extent necessary to make
    it legal and enforceable while preserving its intent or, if that is not
    possible, by substituting therefor another provision that is legal and
    enforceable and achieves the same objectives.

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

26. Entire Agreement.  This Master Agreement and each Authorization Letter,
    ----------------
    including any schedules or exhibits referred to herein or therein and
    attached hereto or thereto, each of which is incorporated herein or therein,
    as applicable, for all purposes, constitutes, as of the effective date of
    this Master Agreement or that Authorization Letter, as applicable, the
    entire agreement between the parties hereto as it relates to the subject
    matter hereof or thereof, and there are no representations, understandings
    or agreements relative hereto or thereto which are not fully expressed
    herein or therein. No change, waiver or discharge of this Master Agreement
    or any Authorization Letter will be valid unless in writing and executed by
    the party against whom such change, waiver or discharge is sought to be
    enforced. This Master Agreement and each Authorization Letter may be amended
    only by an amendment in writing signed by the parties.

27. Governing Law.  This Master Agreement, each Authorization Letter, and each
    -------------
    Work Order will be governed by and construed in Accordance with the laws,
    other than choice of law rules, of the Commonwealth of Pennsylvania.




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<PAGE>
IN WITNESS WHEREOF, EDS and Customer each have caused this Master Agreement to
be signed and delivered by its duly authorized representative.

ELECTRONIC DATA SYSTEMS                ALLIN COMMUNICATIONS
CORPORATION                            CORPORATION


By:  /s/ D. L. Stolkey                 By:   /s/ Richard W. Talarico
   ---------------------------------      -------------------------------

Printed                                Printed
Name:     D. L. Stolkey                Name:   Richard W. Talarico
     -------------------------------         ----------------------------

Date:     12/20/96                     Date:        12/16/96
     -------------------------------         ----------------------------

                                       8
<PAGE>

                                MASTER AGREEMENT

                                   SCHEDULE A
                                   ----------


1.   Notice Addresses:

          If to EDS:

          Electronic Data Systems Corporation
          5400 Legacy Drive
          Mailstop H3-6C-71
          Plano, Texas 75024
          Attention:  Division Vice President-Operations
                      Global Travel Services Industry
          Facsimile Number:  (972) 605-2060



          If to Customer:

          Allin Communications Corporation
          300 Greentree Commons
          381 Mansfield Avenue
          Pittsburgh, Pennsylvania 15220
          Attention:  President
          Facsimile Number:  (412) 928-0887


                                      A-1
<PAGE>

                                   SCHEDULE B

                          FORM OF AUTHORIZATION LETTER



[EDS LETTERHEAD]

[Date]



Allin Communications Corporation
300 Greentree Commons
381 Mansfield Avenue
Pittsburgh, Pennsylvania 15220
Attention:  R. Daniel Foreman


     Re:  Authorization Letter No. [  ]

Dear Mr. Foreman:

     This letter will confirm the mutual understanding and agreement of Allin
Communications Corporation ("Customer") and Electronic Data Systems Corporation
("EDS") as to the terms on which EDS will provide to Customer the services and
resources described in this letter, which terms are as follows:

1.  This letter is entered into under the provisions of the Master Agreement,
    dated effective as of December 16, 1996, between Customer and EDS (the
    "Master Agreement"), and, except as otherwise provided in this letter, all
    applicable provisions of the Master Agreement are incorporated into this
    letter by this reference.

2.  The term of this letter will commence on [              ] (the "AL Effective
    Date"), and, unless earlier terminated as provided in this letter or in the
    Master Agreement, will continue thereafter until [         ]. The term of
    this letter may be extended by the mutual written agreement of the parties.

3.  During the term of this letter, EDS will provide to Customer the services
    and resources described in the attached Exhibit I. The specific allocation
    of the services and resources will be set forth in separate written work
    orders (each a "Work Order") entered into from time to time by the parties
    during the term of this Authorization Letter. Each Work Order shall contain
    the following: (a) a Statement of Work describing the services to be
    performed, resources to be allocated by EDS, specified performance criteria,
    and a list of appropriate deliverables with delivery dates; (b) a price
    schedule setting out both the amount and schedule for payment and any
    modifications from the payment terms as listed in Exhibit III; (c) a
    designation of the Team Leader, as appropriate, and the Customer Team
    Leader, each of whom shall function as the point of contact for the
    respective parties for the services and resources identified in the Work
    Order; (d) any other terms and conditions appropriate to the services and
    resources provided under a given Work Order. The EDS individual who will
    have management responsibility for EDS in connection with this letter is
    also designated in the attached Exhibit I.

4.  In connection with the provision of those EDS services and resources,
    Customer will provide to EDS the Customer support services and resources
    described in the attached Exhibit II. The specific Customer support services
    and resources will be set forth in the applicable Work Order. The Customer
    individual who will have management responsibility for Customer in
    connection with this letter is also designated in the attached Exhibit II.

                                      B-1
<PAGE>

5.  For the services and resources provided by EDS to Customer under this
    letter, Customer will pay to EDS the amounts specified in the attached
    Exhibit III.  The specific compensation to be paid to EDS by Customer, for
    the services or resources provided by EDS pursuant to a Work Order, will be
    expressly set forth in the Work Order.

6.  The services and resources provided to Customer by EDS under this letter
    will also be subject to the additional provisions set forth in the attached
    Exhibit IV.

7.  In the event of any express conflict or inconsistency between the provisions
    of a Work Order and the provisions of this Authorization Letter, the
    provisions of the Work Order will control with respect to the interpretation
    of that Work Order; provided, however, that the provisions of the Work Order
    will be so construed to give effect to the applicable provisions of the
    applicable Authorization Letter and Master Agreement to the fullest extent
    possible.

     Please indicate your agreement to the foregoing by signing both copies of
this letter and returning one fully-executed copy to EDS.

                                    Sincerely,

                                    Electronic Data Systems Corporation



                                    By:  _______________________________

                                    Name:  _____________________________

                                    Title:  ______________________________

                                    Date:  ______________________________



ACCEPTED AND AGREED:
-------------------

Allin Communications Corporation


By:  __________________________________

Name:  _______________________________

Title: _________________________________

Date: _________________________________


                                      B-2