<PAGE>

                                                                   EXHIBIT 10.61

                       CONFIDENTIAL TREATMENT REQUESTED
                     UNDER 17 C.F.R. (S)(S) 200.80(B)(4),
                             200.83 AND 240.24B-2


                              ALLIANCE AGREEMENT
                              ------------------

                         IN SUPPORT OF PROJECT UXBRIDGE
                         ------------------------------

                                    BETWEEN
                                    -------

                    TIER TECHNOLOGIES (UNITED KINGDOM) INC.
                    ---------------------------------------

                                      AND
                                      ---

                       SIEMENS BUSINESS SERVICES LIMITED
                       ---------------------------------



                  Contract Reference Number : MIG/UXBR/CON/145
                  --------------------------------------------
<PAGE>

                                    CONTENTS
                                    --------

<TABLE>
<CAPTION>
<S>                                                                  <C>
1   PURPOSE                                                           6
2   TERM                                                              6
3   PRECEDENCE                                                        7
4   ALLIANCE STEERING GROUP                                           7
5   ALLIANCE MANAGERS                                                 9
6   BUSINESS DEVELOPMENT METHODOLOGY                                  10
7   CONSULTATION AND CO-ORDINATION OF THE PARTIES                     10
8   CONSULTANCY SERVICES                                              11
9   THE ASC SERVICES                                                  12
10  SBS STAFF SERVICES                                                13
11  OTHER RESPONSIBILITIES OF THE PARTIES                             13
12  PAYMENT                                                           14
13  INTELLECTUAL PROPERTY RIGHTS                                      15
14  FORCE MAJEURE                                                     18
15  INSURANCES                                                        19
16  LIABILITY                                                         19
17  EMPLOYMENT INDEMNITIES                                            23
18  RESPONSIBILITIES AND COSTS                                        24
19  NOTICES                                                           25
20  DATA PRIVACY AND ACCESS TO INFORMATION                            26
21  DISPUTE ESCALATION PROCEDURE                                      26
22  DISPUTE RESOLUTION PROCEDURE                                      27
23  DEFAULT IN PERFORMANCE                                            29
24  TERMINATION                                                       33
25  CHANGE CONTROL                                                    36
26  MILLENNIUM COMPLIANCE                                             36
27  CONFIDENTIALITY                                                   37
28  PUBLICITY                                                         39
29  ENGAGEMENT OF SENIOR EMPLOYEES                                    39
30  FAILURE TO ENFORCE AND WAIVER                                     40
31  VALIDITY                                                          40
32  ASSIGNMENT                                                        40
33  NOT A PARTNERSHIP OR AGENCY                                       41
34  ORIGINALITY OF AGREEMENT                                          41
35  ENTIRE AGREEMENT                                                  41
SCHEDULE 1
1  Interpretations                                                    43
2  Definitions                                                        43
SCHEDULE 2
1  Introduction                                                       50
</TABLE>

                                                                               2
<PAGE>

<TABLE>
<S>                                                                  <C>
2  Supply of Consultancy Services                                    51
3  Method of Obtaining Supply                                        53
4  Workpackage Leaders                                               54
5  Performance                                                       54
6  Fees                                                              55
7  Payment                                                           56
8  Discharge of the Consultancy Services Minimum Total Commitment    57
ATTACHMENT 1 TO SCHEDULE 2
1  Consultancy Services Charge Rates                                 58
ATTACHMENT 2 TO SCHEDULE 2
1  Tier Consultancy Services Description                             59
SCHEDULE 3
1  Introduction                                                      60
2  Scope                                                             61
3  Programme                                                         62
4  Calculation of Fees                                               62
5  Payment                                                           63
6  Discharge of the SBS Staff Services Minimum Total Commitment      64
7  Success Fees                                                      65
ATTACHMENT 1 TO SCHEDULE 3
1  Introduction                                                      67
2  Assumptions                                                       67
3  Payment Profile                                                   68
SCHEDULE 4
1  Introduction                                                      71
2  Contractual Relationships                                         71
3  Master Services Supply Agreement Form                             72
SCHEDULE 5
1  Introduction                                                      73
2  Condition Precedent                                               73
3  Due Diligence                                                     73
4  Programme                                                         74
SCHEDULE 6
1  Introduction                                                      75
ATTACHMENT 1 TO SCHEDULE 6                                           76
ATTACHMENT 2 TO SCHEDULE 6
1  Introduction                                                      77
2  Contents                                                          77
ATTACHMENT 3 TO SCHEDULE 6                                           78
SCHEDULE 7
1  Introduction                                                      80
2  Location of the ASC Infrastructure                                80
</TABLE>

                                                                               3
<PAGE>

<TABLE>
<S>                                                                  <C>
3  Establishment of the ASC Infrastructure                           80
SCHEDULE 8
1  Introduction                                                      83
ANNEX 1                                                              84
ANNEX 2
1  Purpose                                                           85
2  Term                                                              86
3  The ASC Services                                                  86
4  SBS Staff Services                                                87
5  Payment                                                           87
6  Default in Performance                                            88
7  Termination                                                       89
ANNEX 3
1  Purpose                                                           90
2  Approach                                                          90
</TABLE>

                                                                               4
<PAGE>

THIS AGREEMENT is made the 1st day of September NINETEEN HUNDRED AND NINETY NINE

BETWEEN

( 1 )  Tier Technologies (United Kingdom) (Inc). a company incorporated in
       Delaware whose Registered Address is situated at 1013 Centre Road,
       Wilmington, New Castle County, Delaware, USA ("Tier") and

( 2 )  Siemens Business Services Limited whose Registered Address is situated at
       Siemens House, Oldbury, Bracknell, Berkshire RG12 8FZ ("SBS")

       Hereinafter collectively referred to as "the Parties".

RECITALS

Recital ( A ) -     SBS entered into an agreement with the Director of National
                    Savings on 27 January 1999 for the outsourcing of the
                    services directorate of National Savings ("the National
                    Savings Agreement") for a period of 10 years.

Recital ( B ) -     SBS wishes to obtain Consultancy Services from Tier in
                    relation to the National Savings Bank Agreement and other
                    SBS projects generally and Tier wishes to supply Consultancy
                    Services to SBS.

Recital ( C ) -     [***]

Recital ( D ) -     The Parties held discussions on the establishment of an
                    alliance ("Alliance")between them for the mutual exchange of
                    business opportunities and benefits in relation to the
                    National Savings Bank Agreement and more generally in other
                    SBS projects. As a consequence of those discussions the
                    Parties agree to establish the Alliance on the terms,
                    conditions and principles as detailed herein.

                     * CONFIDENTIAL TREATMENT REQUEST(ED)

                                                                               5
<PAGE>

Recital (E) -       Notwithstanding the creation of the Alliance the obligations
                    in this Agreement relating specifically to the Consultancy
                    Services on the one hand and the SBS Staff Services
                    (including the ASC Services and the ASC Infrastructure) on
                    the other are independent, free standing and severable of
                    each other.


IT IS NOW HEREBY AGREED AS FOLLOWS:

1    PURPOSE

     1.1  The purpose of this Agreement is to stipulate the provisions, terms
          and conditions under which the Parties will co-operate in the
          fulfilment of their obligations hereunder and under which the Parties
          may share the risks and rewards expected to arise from it and to set
          out the Parties' responsibilities and liabilities.

     1.2  In particular this Agreement is established for the following specific
          purposes:

          1.2.1   To set out the contractual commitments of the Parties relating
                  to the provision of:

                  1.2.1.1   Consultancy Services including an obligation on SBS
                            to procure Consultancy Services up to the
                            Consultancy Services Minimum Total Commitment;

                  1.2.1.2   SBS Staff Services including an obligation on Tier
                            to meet the SBS Staff Services Minimum Total
                            Commitment.

                  1.2.1.3   the ASC Services.

          [***]

2    TERM

     2.1  The Parties agree that this Agreement shall have full force and legal
          effect for the Contract Period unless and until terminated in
          accordance with the provisions of Clauses 14 or 24.

     2.2  At the Final Date Tier shall have an option to require SBS to enter
          into a new and separate agreement substantially in accordance with the
          terms set out in Annex 2.

                     * CONFIDENTIAL TREATMENT REQUEST(ED)

                                                                               6
<PAGE>

3    PRECEDENCE

     3.1  Where there is a conflict between the provisions of any Schedule,
          Appendix or Attachment of this Agreement and any of these General
          Terms and Conditions, then the latter shall take precedence.

     3.2  Where there is a conflict between the provisions of any document
          referenced or referred to herein and the provisions of this Agreement,
          then the latter shall take precedence.

     3.3  Where there is a conflict between the provisions of any document
          agreed by the Parties, and the provisions of this Agreement the
          provisions of this Agreement shall prevail unless this Agreement has
          been amended in accordance with Clause 25 of these General Terms and
          Conditions.

4    ALLIANCE STEERING GROUP

     4.1  Within thirty (30) Calendar days of the Effective Date or as otherwise
          agreed by the Parties each Party shall nominate the representatives
          described in Clause 4.2 below to constitute an Alliance Steering Group
          (hereafter "ASG") and shall provide written details of the nominees to
          the other Party.

     4.2  The representatives of the ASG shall comprise;

              Role                               Representative From
              ----                               -------------------

              Managing Directors x 2             SBS and Tier
              Finance Director x 1               SBS
              Sales and Marketing Director x 2   SBS and Tier
              Alliance Managers x 2              SBS and Tier
              Jim Bildner (or his designee)      Tier


     4.3  The first meeting of the ASG shall take place within sixty (60)
          Calendar days of the Effective Date or as agreed between the Parties
          to confirm the initial roles and responsibilities of the appointed
          representatives and to ratify the Business Development Methodology.
          The Parties shall have the right after having informed the other Party
          to replace any of its appointed representatives.

                                                                               7
<PAGE>

     4.4  The ASG shall meet as agreed by the Parties and in any event not less
          than twice a year. Each meeting shall be chaired by one representative
          (the "Chairman") in rotation, the first such meeting to be chaired by
          SBS. Either Party may convene a meeting and shall give at least
          fifteen (15) Working days notice from the date of issue including the
          agenda for the said meeting to each representative.

     4.5  A meeting of the ASG shall not take place unless a quorum is present.
          For the purposes of this Clause a quorum shall be when at least two
          representatives of the ASG are present from each Party. If such quorum
          is not present the meeting of the ASG shall be adjourned.

     4.6  The ASG shall have the following functions;

          4.6.1   To co-opt additional members.

          4.6.2   To consider and make recommendations on;

                  4.6.2.1   marketing plans and strategies, account development
                            (including account management plans) and
                            identification of future business opportunities;

                  4.6.2.2   decisions of the VRB;

                  4.6.2.3   the Business Development Methodology and
                            conformance, progress and the consideration of any
                            necessary changes thereto;

                  4.6.2.4   any Intellectual Property to be introduced into the
                            project;

                  4.6.2.5   agreement execution, programme plans, activities and
                            resources;

                  4.6.2.6   progress on achieving the said programme objectives
                            and any issues arising;

                  4.6.2.7   contractual issues and the ongoing relationship with
                            each other and third parties;

                  4.6.2.8   financial performance and projections;

                  4.6.2.9   the register of risks;

                  4.6.2.10  internal and external communications; and

                                                                               8
<PAGE>

                  4.6.2.11  any other business required by either Party for the
                            successful discharge of the Parties' obligations
                            hereunder.

     4.7  The Parties agree that the ASG shall meet in the Calendar month prior
          to each of the fourth and fifth anniversaries of the Effective Date to
          review inter alia the progress made by each Party in respect of its
          obligations under this Agreement and the ongoing and future Alliance
          between the Parties.

     4.8  The Party which is hosting the meeting shall organise the facilities
          required for the meeting. Secretarial services and the drafting of the
          minutes arising from the meeting shall be provided by the Chairman.
          The minutes shall be circulated to the other Party by the Chairman.
          The minutes shall be deemed to have been accepted by the Parties if
          following a period of fourteen (14) Calendar days of circulation
          neither Party has raised any objections to the minutes with the
          Chairman. The Parties shall permit the presence of up to two (2)
          further attendees each at any meeting of the ASG for those parts of
          the meeting which directly relate to the activities in which those
          attendees are engaged.

     4.9  The ASG may invite Third Parties to attend its meetings as observers
          if so required and agreed by the Parties.

5    ALLIANCE MANAGERS

     5.1  Within thirty (30) Calendar days of the Effective Date or as otherwise
          agreed by the Parties each Party shall appoint a representative to be
          an Alliance Manager (hereinafter "Alliance Manager") to co-ordinate
          their operational activities. Each Party shall have the right to
          replace its Alliance Manager on giving notice to the other Party.

     5.2  The Alliance Managers shall meet at least once a Calendar month to
          consider inter alia such matters as;

          5.2.1   communications between the Parties;

          5.2.2   co-ordination of plans and actions;

          5.2.3   monitoring of progress;

          5.2.4   resources;

          5.2.5   any issues arising and the actions to be taken;

                                                                               9
<PAGE>

          5.2.6   Workpackages; and

          5.2.7   handing over of customers.

     5.3  Each Alliance Manager shall submit to the other monthly reports in
          respect of current market prospects, monitoring current projects, co-
          ordination of approval process, progress of ASC Infrastructure,
          availability of SBS Staff Services, Consultancy Services and the
          forecasting of requirements for Consultancy Services as appropriate at
          least one week before each meeting of the Alliance Managers.

6    BUSINESS DEVELOPMENT METHODOLOGY

     6.1  The Alliance Managers shall enter into good faith negotiations to
          jointly produce a draft Business Development Methodology for approval
          by the Alliance Steering Group, such Business Development Methodology
          as set out in Annex 3 which is to be binding on the Parties.

     6.2  The Business Development Methodology will contain the following
          component parts:

          6.2.1   customers and/or markets targeted by Tier in introducing Third
                  Parties to SBS to take ASC Services;

          6.2.2   detailed provisions as to the ASC Services which SBS shall
                  provide;

          6.2.3   agreed criteria and minimum requirements to be included in
                  agreements with Third Parties for the provision of ASC
                  Services and according to which the VRB will assess
                  introductions made by Tier.

     6.3  A representative of the ASG from each Party shall sign the Business
          Development Methodology and it shall then be reviewed by the ASG at
          its first meeting and at each subsequent meeting of the ASG as
          necessary. The Business Development Methodology shall only be varied
          by agreement in writing by the ASG .

7    CONSULTATION AND CO-ORDINATION OF THE PARTIES

     7.1  The Parties agree that they will consult generally with each other in
          relation to their obligations under this Agreement, inform each other
          and keep each other informed of material and significant developments
          or matters arising under the Agreement, co-ordinate

                                                                              10
<PAGE>

          their activities under this Agreement and provide reports as further
          set out in this Clause 7.

       7.2  The Parties shall:

            7.2.1   consult each other to ensure, so far as possible, that the
                    activities to be carried out under this Agreement are
                    conducted in a cost effective and efficient manner;

            7.2.2   co-ordinate so far as necessary their respective
                    responsibilities and activities under this Agreement to
                    avoid duplication of effort and to assist in achieving the
                    objectives of this Agreement;

            7.2.3   inform each other as soon as possible of any facts which are
                    known to either of them which may materially or
                    significantly affect the responsibilities and activities of
                    the other under this Agreement;

            7.2.4   use all reasonable endeavours to devise and carry out the
                    Consultancy Services and the ASC Services (as the case may
                    be) efficiently and so as to ensure compatibility between
                    them.

8    CONSULTANCY SERVICES

     8.1    Tier shall:

            8.1.1   perform the Consultancy Services in accordance with this
                    Agreement;

            8.1.2   promptly notify SBS of any delay in performance of the
                    Consultancy Services;

            8.1.3   provide the Consultancy Services in accordance with good
                    consulting, engineering and computing practice;

            8.1.4   ensure that the Consultancy Services carried out by them
                    conform to any quality requirements and/or specifications
                    stated in this Agreement or in any agreement with SBS or
                    agreed Workpackages as agreed to by Tier;

            8.1.5   comply with all laws and regulations including relevant
                    health and safety legislation in the provision of the
                    Consultancy Services;

                                                                              11
<PAGE>

          8.1.6   have the right, power and authority to provide the Consultancy
                  Services in accordance with the Agreement or any other
                  arrangement or agreement with SBS and/or a Third Party.

9    THE ASC SERVICES

     9.1   SBS shall:

          9.1.1   make available at least the types of services identified in
                  Schedule 4 and/or the Business Development Methodology using
                  the ASC Infrastructure;

          9.1.2   enter into agreements with Tier and/or Third Parties separate
                  from this Agreement for the performance and delivery of such
                  ASC Services, such agreements being substantially on the
                  basis of the principles set out in SCHEDULE 4 unless
                  expressly otherwise required by the Third Party;

          9.1.3   promptly notify Tier of any delay in performance of the ASC
                  Services under any contract with a Third Party where such
                  delay may impact on Tier's performance of Consultancy Services
                  being provided pursuant to such contract;

          9.1.4   provide the ASC Services in accordance with service levels
                  agreed with Third Parties;

          9.1.5   ensure that the ASC Services conform to any quality
                  requirements and/or specifications stated in this Agreement or
                  as agreed by SBS in any agreement with a Third Party;

          9.1.6   ensure that the ASC Services do not detract from the image and
                  reputation of Tier;

          9.1.7   charge such rates for use of the ASC Services which are
                  competitive by reference to the benchmarking procedure
                  described in SCHEDULE 8;

          9.1.8   have the right, power, authority and capability to provide the
                  ASC Services in accordance with the Agreement or any other
                  arrangement or agreement with Tier and/or a Third Party;

          9.1.9   comply with all laws and regulations including relevant health
                  and safety legislation in the provision of the ASC Services.

                                                                              12
<PAGE>

          9.1.10  use reasonable endeavours to construct the ASC Infrastructure
                  in accordance with any timetables required by a Third Party or
                  as agreed by SBS and Tier for the provision of the ASC
                  Services.

     9.2   The Parties may elect to incorporate the provision of the ASC
           Services as a subcontract to Tier in any agreement with a Third
           Party, in which case Tier and SBS shall enter into a separate
           agreement for that supply of ASC Services, the form of that agreement
           being substantially in accordance with the principles set out in
           SCHEDULE 4.

10   SBS STAFF SERVICES

     10.1  SBS shall:

           10.1.1  comply with its obligations during the Ramp-up Period and
                   there-after to Mobilise sufficient FTE SBS Staff Services to
                   enable Tier to comply at all times with its obligations under
                   this Agreement;

           10.1.2  procure the training of all SBS Staff Services during the
                   Contract Period as set out in SCHEDULE 3;

           10.1.3  ensure that appropriate instructions and directions are given
                   to the SBS Staff Services to provide the ASC Services in
                   accordance with agreements entered into with Third Parties
                   and/or Tier.

11   OTHER RESPONSIBILITIES OF THE PARTIES

     11.1  In respect of the supply of information to each other and/or a
           Third Party and in respect of the quality thereof the Parties shall:

           11.1.1  use reasonable endeavours to ensure so far as reasonably
                   practicable the accuracy of such supplied information;

           11.1.2  in the event of any material or significant error being
                   discovered in the supplied information and upon being
                   notified by the party receiving the information of such
                   error, the Party supplying the information shall, where
                   possible immediately correct any such error.

     11.2  In respect of the use of Intellectual Property Rights:

           11.2.1  Tier shall ensure to the best of its knowledge and belief,
                   that the provision of the Consultancy Services does not and
                   will not

                                                                              13
<PAGE>

                   infringe any Third Party's Intellectual Property Rights or
                   require any licence from a Third Party;

           11.2.2  SBS shall ensure to the best of its knowledge and belief,
                   that the provision of the ASC Services does not and will not
                   infringe any Third Party's Intellectual Property Rights or
                   require any licence from a Third Party.

12   PAYMENT

     12.1  Tier shall invoice SBS on the first Working Day of every other
           Calendar month in respect of Consultancy Services rendered in the
           previous two Calendar Months. SBS shall pay such invoice within
           thirty (30) days of receipt thereof.

     12.2  SBS shall invoice Tier on the first Working Day of every other
           Calendar month in respect of the Mobilised SBS Staff Services and/or
           the ASC Services provided to Tier in accordance with this Agreement
           in the previous two Calendar Months. Tier shall pay such invoice
           within thirty (30) days of receipt thereof.

     12.3  Payments becoming due under this Agreement, shall be made by the
           Banks Automated Clearance System (BACS) or such other method as the
           Parties may agree.

     12.4  Invoices paid in accordance with the provisions of this Clause 12
           shall be deducted against any outstanding balance of the Consultancy
           Services Minimum Total Commitment or the SBS Staff Services Minimum
           Total Commitment, as the case may be.

     12.5  Either Party may dispute an invoice within  thirty (30) Calendar
           days of receipt of it by giving the other Party written notice
           setting out the basis of the dispute.

     12.6  Where such a dispute arises or a Party fails to pay without
           disputing the invoice under Clause 12.5 the Parties shall use
           reasonable endeavours to settle the dispute amicably failing which
           the provisions of Clause 22 will apply.

     12.7  All payments to be made under this Agreement shall be made in full
           without any set-off, restriction or condition and without any
           deduction for or on account of any counterclaim.

     12.8  Each Party shall:

                                                                              14
<PAGE>

           12.8.1  keep true and accurate accounts and records in sufficient
                   detail to enable the amount of all sums payable under this
                   Agreement to be determined;

           12.8.2  at the reasonable request of the other Party from time to
                   time allow that other Party or its agent at that Party's
                   expense to inspect those accounts and records and, to the
                   extent that they relate to the calculation of the sums
                   payable under this Agreement, to take copies of them.

     12.9  Any inspection pursuant to Clause 12.8.2 shall be carried out by an
           independent accountant reasonably acceptable to the Party whose
           accounts are being inspected who shall be instructed not to divulge
           to the Party carrying out the inspection any information obtained by
           reason of his inspection, other than information which is directly
           relevant to the determination of sums payable under this Agreement or
           to use for any unauthorised purpose any information so obtained, and
           who shall be required to give to the Party being inspected a direct
           and binding undertaking to this effect in such form as that Party may
           reasonably request.

     12.10 The provisions of Clauses 12.8 and 12.9 shall remain in full force
           and effect after the termination of this Agreement for any reason
           until the settlement of all subsisting claims of either Party under
           this Agreement.

13   INTELLECTUAL PROPERTY RIGHTS

     13.1  Each Party shall fully indemnify the other against all claims,
           demands, actions, costs, expenses (including but not limited to legal
           costs and disbursements on a solicitor and client basis), losses and
           damages arising from or incurred by reason of any infringement or
           alleged infringement (including but not limited to the defence of
           such infringement or alleged infringement) of any third party's
           Intellectual Property Right enforceable in the United Kingdom in
           connection with the provision or receipt of the Consultancy Services
           and/or the ASC Services (as the case may be).

     13.2  A Party shall promptly notify the other if any claim or demand is
           made or action brought against them (or in their reasonable opinion
           is likely to made) for infringement or alleged infringement of any
           third party's Intellectual Property Right by reason of the use or
           possession of such Intellectual Property Right under this Agreement
           which may affect the provision and/or receipt of the Consultancy
           Services and/or the ASC Services (as the case may be).

                                                                              15
<PAGE>

     13.3  The Party against whom the indemnity claim is made shall at its own
           expense conduct any litigation arising therefrom and all negotiations
           in connection therewith and the other Party hereby agrees to grant to
           them exclusive control of any such litigation and such negotiations.

     13.4  The other Party shall, at the request of the Party against whom the
           claim is made, afford all reasonable assistance for the purpose of
           contesting any claim or demand made or action brought against them
           and shall be repaid all costs and expenses incurred in doing so.

     13.5  The non-defending Party shall not make any admissions which may be
           prejudicial to the defence or settlement of any claim, demand or
           action for infringement or alleged infringement of any Intellectual
           Property Right.

     13.6  If a claim or demand is made or action brought for the infringement
           or alleged infringement of any third party Intellectual Property
           Right, the Parties shall on the reasonable request of either Party,
           subject to Clause 25, either:

           13.6.1  modify any or all of the Consultancy Services and or the ASC
                   Services (as the case may be) without reducing the
                   performance and functionality of the same, or substitute
                   alternative services of equivalent performance and
                   functionality for any or all of the Consultancy Services and
                   or the ASC Services (as the case may be), so as to avoid the
                   infringement or the alleged infringement, provided that the
                   terms herein shall apply mutatis mutandis to such modified or
                   substituted Consultancy Services and or the ASC Services (as
                   the case may be) and such modified or substituted Consultancy
                   Services and or the ASC Services (as the case may be) are
                   acceptable to the Parties, such acceptance not to be
                   unreasonably withheld; or

           13.6.2  procure a licence for the Parties to provide the Consultancy
                   Services and or the ASC Services (as the case may be) and/or
                   to receive the full benefit of the Consultancy Services and
                   or the ASC Services (as the case may be) on terms which are
                   consistent with the requirements of this Agreement.

     13.7  The foregoing provisions of this Clause 13 shall not apply insofar
           as and to the extent only that any such claim or demand or action is
           in respect of:

           13.7.1  any use by or on behalf of one Party of the Consultancy
                   Services and/or the ASC Services (as the case may be) in
                   combination

                                                                              16
<PAGE>

                   with any item not supplied by the other Party where such
                   combined use directly gives rise to the claim, demand or
                   action; or

           13.7.2  any modification carried out by or on behalf of one Party to
                   any item supplied by the other Party under this Agreement if
                   such modification is not authorised by that Party in writing;
                   or

           13.7.3  any use by one Party of software or documentation in a manner
                   not reasonably to be inferred from this Agreement; or

           13.7.4  any software or documentation produced by either Party
                   pursuant to and in accordance with a technical specification
                   given by the other Party.

     13.8  If the Parties have availed themselves of their rights to modify
           the Consultancy Services and or the ASC Services (as the case may be)
           or supply substitute services pursuant to Clause 1361 or to procure a
           licence under Clause 1362 and such exercise of the said rights has
           avoided any claim, demand or action for infringement or alleged
           infringement, then there shall be no further liability thereafter
           under this Clause 13 in respect of the said claim, demand or action.

     13.9  Each Party will retain ownership of its Intellectual Property
           Rights in existence at the date of this Agreement. Neither Party
           shall have any right title or interest in any Intellectual Property
           Rights created outside the Agreement.

     13.10 Subject to the provisions of  Clause 13.9 and the rights of Third
           Parties, SBS shall be the owner of any copyright and other
           Intellectual Property Rights (if any) arising from and subsisting
           in;

           13.10.1   the Consultancy Services provided to SBS by Tier;

           13.10.2   documents produced during the Business Development
                     Activity, Proposal Development Activity and Proposal
                     Submission Activity;

           13.10.3   proposals; and

           13.10.4   the ASC Services provided hereunder.

                                                                              17
<PAGE>

     13.11  SBS shall at Tier's request grant Tier a worldwide royalty free
            non-exclusive licence to use any copyright or other Intellectual
            Property Rights arising from and subsisting in any or all of the
            items set out in Clauses 13.10.1, 13.10.2 and 13.10.3.

     13.12  Subject to the rights of Third Parties, SBS shall be the co-owner
            with Tier of any trade marks (if any) subsisting in (or becoming or
            intended to be vested) in any or all of those things referred to in
            Clause 13.10 under which they will be marketed by SBS.

14   FORCE MAJEURE

     14.1   Neither Party to this Agreement shall be deemed to be in breach of
            this Agreement or otherwise liable to the other Party for any
            failure or delay in the performance of its obligations hereunder
            which is due to Force Majeure. Notwithstanding the foregoing, each
            Party shall use all reasonable endeavours to mitigate the severity
            of the Force Majeure.

     14.2   If either of the Parties' performance of its obligations under this
            Agreement is affected by Force Majeure then:

            14.2.1  it shall give written notice to the other Party, specifying
                    the nature and extent of the Force Majeure on becoming aware
                    of the Force Majeure;

            14.2.2  subject to the provisions of Clause 14.2.3, the date of
                    performance of such obligations shall be deemed suspended
                    only for a period equal to the delay caused by such event;

            14.2.3  it shall not be entitled to payment from the other Party in
                    respect of extra costs and expenses incurred by virtue of
                    the Force Majeure event.

     14.3   It is expressly agreed that any failure by a Party to perform or any
            delay in performing their obligations under this Agreement which
            results from any failure or delay in the performance of their
            obligations by any person, firm or company with which they shall
            have entered into any contract, supply arrangement or sub-contract
            or otherwise, shall be regarded as a failure or delay due to Force
            Majeure only in the event that such person, firm or company shall
            itself be prevented from or delayed in complying with its
            obligations under such contract, supply arrangement or sub-contract
            or otherwise as a result of circumstances of Force Majeure.

                                                                              18
<PAGE>

     14.4  If the Force Majeure in question prevails for a continuous period in
           excess of six (6) months (such period to be measured from the date on
           which the Force Majeure begins) then the Party not subject to the
           Force Majeure shall be entitled to give written notice to the
           defaulting Party to terminate this Agreement. The notice to terminate
           must specify the termination date, which must not be less than thirty
           (30) Working Days after the date on which the notice is given. Once a
           notice to terminate has been validly given, the Agreement will
           terminate on the termination date set out in the notice.

     14.5  For the avoidance of doubt, in the event that the Agreement is
           terminated in accordance with Clause 14.4 neither Party shall be
           liable to pay the reconciliation payments under SCHEDULE 2 paragraph
           8.2 or SCHEDULE 3 paragraph 6.3.

15   INSURANCES

     15.1  The Parties shall for the Contract Period procure and maintain with
           a reputable insurer insurance as required by law and such further
           insurance as set out in Annex 1 up to the limits specified therein
           for any event or series of events attributable to a single cause.

     15.2  In respect of that insurance required under the provisions of Clause
           151 no insurance of either Party shall be permitted to lapse, be
           cancelled or materially changed without fourteen (14) Working Days
           prior written notice to the other's insurers or brokers.

     15.3  Pursuant to the provisions of Clause 151, the Parties shall maintain
           insurance policy's substantially the same as set out in Annex 1.

16   LIABILITY

     16.1  Subject to the maximum extent permissible in law, all conditions and
           warranties which are to be implied by statutes or otherwise by
           general law into this Agreement or relating to the ASC Services or
           Consultancy Services are hereby excluded.

     16.2  The Parties expressly agree that the exclusions and limitations of
           liability contained in this Agreement are reasonable because of
           (amongst other matters) the likelihood that the amount of damages
           awardable to either Party for a breach by the other Party of this
           Agreement may be disproportionately greater than the monies paid by
           the Parties under this Agreement in respect of the SBS Staff Services
           and Consultancy Services.

                                                                              19
<PAGE>

     16.3  The following provisions set out the Parties' entire liability
           (including any liability for the acts and omissions of their
           representative, employees, agents or sub-contractors) to each other
           in respect of:

           16.3.1  any breach of their respective contractual obligations under
                   this Agreement;

           16.3.2  a tortious act or omission, including negligence, arising
                   under or in connection with this Agreement;

           16.3.3  an action arising out of any misrepresentation by either
                   Party.

           (save for the obligation to pay reconciliation payments under
           SCHEDULE 2 paragraph 8.2 and SCHEDULE 3 paragraph 6.3, and any
           special project agreements as referred to in SCHEDULE 2 paragraph
           3.1.1 or Clause 9.2).

     16.4  The total aggregate liability of either Party for all acts, omissions
           and defaults shall be subject to the financial limits set out in this
           Clause 16.4:

           16.4.1  the total aggregate liability of either Party resulting in
                   direct loss of or damage to the property of the other under
                   this Agreement shall in no event exceed [***]; and

           16.4.2  the total aggregate liability of either Party during each
                   Year of this Agreement for all acts, omissions and defaults
                   (other than a default governed by Clause 16.4.1) shall in no
                   event exceed [***].

     16.5  In no event shall either Party be liable to the other for:

           16.5.1  loss of profits, business, revenue, goodwill or anticipated
                   savings; and/or

           16.5.2  indirect or consequential loss or damage.

     16.6  The provisions of Clause 16.5 shall not limit or restrict the right
           of one Party to claim from the other:

           16.6.1  additional operational and administrative costs and expenses;
                   and/or

           16.6.2  expenditure or charges incurred by that Party rendered
                   unnecessary,

                      *  CONFIDENT TREATMENT REQUEST(ED)

                                                                              20
<PAGE>

           as a direct result of any default by the other.

     16.7  Notwithstanding anything to the contrary herein contained the
           Parties' liability for death or personal injury which arises out of
           their negligence or the negligence of their servants, agents or sub-
           contractors shall not be limited.

     16.8  The Parties expressly agree that any order for specific performance
           made in connection with this Agreement in respect of either Party
           shall be subject to the financial limitations set out in Clause 16.4.

     16.9  Without prejudice to Clause 16.7 each Party agrees that it will have
           no remedy against the other in respect of any untrue statement
           (unless such statement was fraudulent) made to it upon which they
           relied in entering into this Agreement and that the only remedies (if
           any, and subject to Clause 24.10) can be for breach of contract,
           and/or in respect of any fraudulent misrepresentations made by that
           Party.

     16.10 Without prejudice to the provisions of Clause 16.7, Tier shall
           indemnify SBS within the limits specified in this Clause 16.4 in
           respect of any claims and demands arising out of Tier's negligent
           misstatement or misrepresentation during the performance of the
           Business Development Activity.

     16.11 Without prejudice to the provisions of Clause 16.7 if a Third Party
           in accordance with the provisions of a separate agreement or
           otherwise claims any reimbursement, indemnity or payment of damages
           from a Party (the "Claimant") and the other Party's (the
           "Indemnifier") negligent act or omission has caused or contributed to
           the claim being made the Indemnifier shall indemnify the Claimant
           against such claims to the extent that it has caused or contributed
           to the claim being made provided always that the total aggregate
           limit of liability of the Indemnifier in respect of any and all such
           claims shall not exceed that contained within the said separate
           agreement (if any) or in the absence of a specified sum, the total
           aggregate limit of liability in this Agreement. Where the limitations
           of liability in a separate agreement are higher than the limitations
           set out in Clause 16.4, the higher limitations on liability shall not
           apply unless they have been expressly agreed to in writing by Tier.

     16.12 In the event that the Claimant seeks to rely on an indemnity given by
           the Indemnifier under this Agreement in respect of a claim made
           against the Claimant by a Third Party the Claimant shall:

                                                                              21
<PAGE>

           16.12.1   provide the Indemnifier with prompt notice of such claim;

           16.12.2   ensure at the request in writing of the Indemnifier that
                     the Indemnifier is placed in a position to dispute the
                     claim and shall render, or cause to be rendered, to the
                     Indemnifier at the Indemnifier's expense all such
                     assistance as the Indemnifier may reasonably require in
                     disputing the claim.

     16.13 The Indemnifier or its insurers shall be entitled to the exclusive
           conduct of any such action or claim.

     16.14 In connection with the conduct of any dispute relating to the claim:

           16.14.1   the Indemnifier shall keep the Claimant informed of its
                     progress and at the negotiations relating to it;

           16.14.2   the Claimant shall undertake no negotiations and make no
                     settlement or compromise, not agree any matter in relation
                     to its conduct which is likely to affect the amount
                     involved in the future liability of the Indemnifier without
                     the prior approval of the Indemnifier, such approval not to
                     be unreasonably withheld, developed or refused.

     16.15 The Claimant shall take all reasonable steps to mitigate its loss in
           respect of the claim being made against the Indemnifier.

     16.16 Where in the performance of any obligations under this Agreement a
           Party subcontracts such performance to a third party the Party so
           subcontracting shall remain wholly liable for the performance of such
           obligations.

     16.17 The exclusions from and limitations of liability set out in this
           Clause 16 shall be considered severably. The invalidity of
           unenforceability of any one clause or sub-clause of this Clause 16
           shall not affect the validity or enforceability of any other part of
           this Clause 16.

     16.18 The provisions of this Clause 16 shall survive the termination of the
           whole or a part of this Agreement.

                                                                              22
<PAGE>

17   EMPLOYMENT INDEMNITIES

     17.1  It is the Parties' intention and understanding that the provisions of
           TUPE do not apply to this Agreement and none of the SBS Staff
           Services will transfer to Tier. The Parties shall take all reasonable
           steps to avoid circumstances which give rise to a situation where the
           provisions of TUPE are likely to apply by operation of this
           Agreement. The Parties have therefore agreed Clauses 17.2, 17.3,
           17.4, 17.5 and 17.6 below.

     17.2  If any contract of employment of an employee of SBS deemed to have
           been effected between Tier and such employee as a result of the
           provisions of Regulation 5 of TUPE, then:-

           17.2.1    Tier shall within twenty () Working Days of becoming aware
                     of the application of Regulation 5 to any such contract
                     notify SBS of the fact in which case SBS shall have thirty
                     (30) Calendar days in which to offer that employee
                     employment with SBS, failing which, or if the employee does
                     not accept the offer unconditionally within fifteen (15)
                     days of the offer being made, Tier shall have the right to
                     terminate such contract;

           17.2.2    In respect of such an employee SBS will indemnify Tier in
                     full against any actions, proceedings, costs, claims,
                     demands, awards, fines, orders, expenses and liability
                     whatsoever (including legal and other professional fees and
                     expenses) in relation to that employee whether arising
                     directly or indirectly out of or in connection with
                     termination or otherwise, and against any sums payable to
                     or in relation to that employee in respect of his
                     employment with Tier; and

           17.2.3    In respect of SBS Staff Services recruited externally by
                     SBS at Tier's request SBS and Tier shall bear all costs and
                     expenses equally arising directly or indirectly out of or
                     in connection with termination or otherwise, and any sums
                     payable to or in relation to such person in respect of his
                     employment with Tier.

     17.3  In the event of any employee of SBS bringing proceedings against
           Tier, whether or not that employee is claiming that he is employed by
           Tier, SBS will keep Tier indemnified in full against all costs of
           defending such proceedings (including legal and other professional
           fees and expenses) and any awards, fines, orders, expenses and
           liabilities whatsoever arising, directly or indirectly in connection
           with such proceedings.

                                                                              23
<PAGE>

     17.4  In the event of any SBS Staff Services recruited externally by SBS at
           Tier's request bringing proceedings against Tier, whether or not that
           SBS Staff Services is claiming that he is employed by Tier, SBS and
           Tier shall bear all costs equally of defending such proceedings
           (including legal and other professional fees and expenses) and any
           awards, fines, orders, expenses and liabilities whatsoever arising,
           directly or indirectly in connection with such proceedings.

     17.5  When reasonably required to do so by Tier, SBS will assist Tier in
           taking and/or defending any proceedings by and/or against Tier in
           connection with any of its employees or former employees.

     17.6  If the right to terminate arises under Clause 17.2.1 and Tier does
           not ex ercise that right by terminating the employment or giving
           notice of termination within thirty (30) Calendar days of that right
           arising then Tier shall be deemed to have accepted the employees
           transferred to them and SBS shall have no obligation to indemnify
           Tier under any provisions of this Clause 17 arising out of employment
           after that thirty (30) Calendar day period.

18   RESPONSIBILITIES AND COSTS

     18.1  In respect of costs each Party shall be responsible for and bear
           their own costs incurred in executing this Agreement and their
           obligations hereunder unless otherwise provided for under this
           Agreement.

     18.2  Tier shall be responsible for carrying out the Business Development
           Activity, the Proposal Development Activity and the Proposal
           Submission Activity and SBS shall fully co-operate with Tier as
           further set out in the provisions of Schedule 3. In particular the
           VRB shall, at all times, act reasonably and within its own guidelines
           and give written reasons to Tier for any decision at any stage up to
           and including the Formal Commitment Stage not to proceed with an
           opportunity presented to it by Tier to Utilise the Mobilised SBS
           Staff Services.

     18.3  Tier shall bear its own costs arising during the Business Development
           Activity, the Proposal Development Activity and the Proposal
           Submission Activity.

     18.4  SBS shall bear all its own costs arising during and beyond the Formal
           Commitment Stage.

                                                                              24
<PAGE>

     18.5  For the avoidance of doubt Tier shall not be entitled to any
           reimbursement of cost or have the right to claim any offset against
           the SBS Staff Services Minimum Total Commitment in respect of any
           opportunity which the VRB decides not to proceed with.

19   NOTICES

     19.1  Any notice required to be given or made hereunder or in connection
           with this Agreement shall be in writing and shall be given or made by
           delivering the same by hand or by sending the same by prepaid first
           class post or other fast postal or courier service or facsimile to
           the address or relevant telecommunications number of the relevant
           Party set out in Clause 19.3 or such other address or number of the
           relevant Party or such other address or number as that Party may have
           notified to the other pursuant to the provisions of this Clause 19.

     19.2  Any such notice given as aforesaid shall be deemed to have been duly
           given if delivered by hand or courier upon delivery at the address of
           the relevant Party, two (2) Working Days next following the day of
           sending if sent by post and if sent by facsimile at the time of
           transmission (provided a confirmatory letter is sent by prepaid first
           class post). In proving the fact of despatch by post it shall be
           sufficient to show that the envelope containing the notice was
           properly addressed, stamped and posted.

     19.3  The Parties' Addresses;

           19.3.1    For Tier Technologies Inc

                     1350 Treat Boulevard
                     Suite 250, Walnut Creek
                     CA 94596
                     USA
                     Tel: 001 925 937 3950
                     Fax: 001 925 937 3902

                     For the Attention of: Mr J Bildner

           cc:       Tier Technologies (United Kingdom) Inc.
                     19, Wellington Business Park,
                     Dukes Ride,
                     Crowthorne,
                     Berkshire RG45 6LS

                     Telephone: 01344 760700
                     Facsimile: 01344 760701

                                                                              25
<PAGE>

                     For the Attention of: Mr. A.D. Armstrong, Managing Director

           cc:       Eversheds
                     Senator House
                     85 Queen Victoria Street
                     London EC4 4JL

                     Tel: 0171 919 4500
                     Fax: 0171 919 4919

                     For the Attention of: Mr B Gripton

           19.3.2    For SBS;

                      Siemens House,
                      Oldbury,
                      Bracknell
                      Berkshire RG12 8FZ

                      Telephone: 01344 396104
                      Facsimile: 01344 396020

                      For the Attention of: Mr. M.I Gore, Head of Contract
                      Management and Procurement Mr Gary Pusey and Mr J
                      Loughrey

20   DATA PRIVACY AND ACCESS TO INFORMATION

     20.1  Notwithstanding any obligations contained herein, the Parties shall
           ensure that they are and remain compliant with the Data Protection
           Act and shall not knowingly cause the other to be in breach of the
           provisions thereof.

21   DISPUTE ESCALATION PROCEDURE

     21.1  All disputes between the Parties arising out of or relating to this
           Agreement which cannot be amicably settled between the Parties'
           Alliance Managers shall be referred, by either Party, to their
           respective Finance Directors or their nominated representatives for
           resolution.

                                                                              26
<PAGE>

     21.2  If any dispute cannot be resolved by the Parties' respective Finance
           Directors or their nominated representatives within a maximum of
           fifteen (15) Calendar days after it has been referred under Clause
           21.1 that dispute shall be referred to the Parties' Managing
           Directors for resolution.

     21.3  If the dispute cannot be resolved by the Parties' representatives
           nominated under Clause 21.1 within a maximum of fifteen (15) Calendar
           days after it has been referred under Clause 21.2 the dispute may be
           referred by either Party in accordance with the provisions of Clause
           22.

22   DISPUTE RESOLUTION PROCEDURES

     22.1  In the event that a dispute is referred under Clause 21:

           22.1.1    and if the dispute relates to whether or not the
                     Consultancy Services and/or the ASC Services (as the case
                     may be) are being provided in accordance with the technical
                     provisions of this Agreement including whether or not the
                     terms of this Agreement relating to quality, scope and
                     fitness for purpose have been complied with or it relates
                     to non-payment of an invoice under Clause 14 or a failure
                     of the Parties to agree the Consultancy Services Charge
                     Rates in Attachment 1 to SCHEDULE 2, a notice of the
                     dispute shall be provided to a technical expert (the
                     "Expert") who shall act as expert and not as arbitrator; or

           22.1.2    if the dispute relates either to whether or not any term or
                     condition of this Agreement is valid or enforceable and/or
                     as to the proper interpretation or construction of this
                     Agreement, or to any other matter relating to breach of
                     this Agreement a notice of the dispute shall be provided to
                     an arbitrator ("the Arbitrator") who shall act as an
                     arbitrator and not an expert.

     22.2  The Expert shall be selected by mutual agreement or, failing
           agreement, within ten (10) Calendar days after a request by one Party
           to the other, shall be chosen at the request of either Party by the
           President at the time being of the British Computer Society who shall
           be requested to choose a suitably qualified and experienced Expert
           for the dispute in question.

                                                                              27
<PAGE>

     22.3  The Arbitrator shall be selected by mutual agreement or, failing
           agreement, within ten (10) Calendar Days after a request by one Party
           to the other, shall be chosen at the request of either Party by the
           President at the time being of the Chartered Institute of Arbitrators
           who shall be requested to choose a suitably qualified and experienced
           arbitrator for the dispute in question.

     22.4  Thirty (30) Calendar Days after the Expert or Arbitrator (as the case
           may be) has accepted the appointment each Party shall submit a
           written report on the dispute setting out the issues of the dispute
           to the Expert or Arbitrator (as the case may be) and to each other
           and ten (10) Calendar Days thereafter shall submit any written
           replies they wish to make to the Expert or Arbitrator (as the case
           may be) and to each other.

     22.5  Both Parties will then afford the Expert or Arbitrator (as the case
           may be) all necessary assistance which the Expert or Arbitrator
           requires to consider the dispute including but not limited to access
           to the Premises of the Parties and any documentation or
           correspondence relating thereto which it could be required to produce
           on disclosure.

     22.6  The Expert or Arbitrator (as the case may be) shall be instructed to
           deliver his determination in writing to the Parties within thirty
           (30) Working Days after the submission of the written reports
           pursuant to Clause 22.4.

     22.7  The Expert or Arbitrator (as the case may be) shall have the same
           powers to require any party to produce any documents or information
           to him and the other Party as an arbitrator and each Party shall
           supply to him such information when required to do so which it could
           be required to produce on disclosure.

     22.8  Subject to the Arbitration Act 1996, decisions of the Expert and
           Arbitrator shall be final and binding and not subject to appeal.

     22.9  Any decision by the Expert in relation to payment of an invoice shall
           be complied with within thirty (30) Calendar Days of the date on
           which the decision is published. If a Party has been ordered to pay
           the invoice and fails to do so within that thirty (30) Calendar Day
           period the Expert shall have the power to order that Party to pay
           interest on such sum from the first Working Day after the expiration
           of that thirty (30) Working Day period at the annual rate of 4 per
           cent above the base lending rate from time to time of National
           Westminster Bank PLC accruing on a daily basis until payment is made
           whether before or after any judgement.

                                                                              28
<PAGE>

     22.10  The costs of the Arbitrator shall be borne by the Parties in the
            proportion as shall be determined by the Arbitrator having regard
            (amongst other things) to the conduct of the Parties.

     22.11  The costs of the Expert shall be borne equally by the Parties save
            where the Expert's decision as to payment of an invoice has not been
            complied with within the time limit set out in Clause 22.9 in which
            case the Party that has failed to comply with the Expert's decision
            shall bear all the costs of the Expert.

     22.12  The performance by the Parties of their respective obligations under
            this Agreement shall not cease or be delayed by this dispute
            resolution procedure and the Parties will give effect to the
            determination.

     22.13  Each Party will bear its own legal or other costs in connection with
            dispute resolution procedure, whether determined by an Expert or an
            Arbitrator.

23   DEFAULT IN PERFORMANCE

     23.1   Either Party may investigate any and each case where the other Party
            (the "Non-Performing Party") appears to have failed to perform any
            obligation conferred by and upon it in accordance with this
            Agreement.

     23.2   Where the Party so investigating (the "Investigating Party") is
            satisfied that in any particular case the Non Performing Party has
            failed to perform an obligation in accordance with the provisions of
            this Agreement, the Investigating Party shall be entitled to
            instruct the Non Performing Party to remedy the failure within such
            reasonable period as the Investigating Party may determine and
            (subject to the limitations of liability expressed in Clause 16)at
            no additional cost to the Investigating Party. For the purpose of
            this Clause 23.2 only, "reasonable period" shall mean that period of
            time that is reasonably necessary to rectify the non performance,
            taking into consideration the nature, scale and impact of the non
            performance and the circumstances that gave rise to it which in any
            event shall be no less than 45 Calendar days.

     23.3   Where the Investigating Party issues an instruction to the Non
            Performing Party under Clause 23.2 and the Non Performing Party
            fails to comply (either wholly or partially) with the instruction
            issued by the Investigating Party within the timescale permitted by
            the said instruction then the Investigating Party shall be entitled
            to issue a Default Notice in respect of each such failure
<PAGE>

     23.4   Upon the issue of a Default Notice under Clause 23.3:

            23.4.1  where the breach detailed in the said instruction being the
                    subject of the Default Notice is capable of remedy, the Non
                    Performing Party shall remedy the said breach within forty-
                    five (45) Calendar days (or as otherwise agreed between the
                    Parties) after the Default Notice is served, and if the said
                    breach is then not remedied within that forty-five (45)
                    Calendar day period (or such other period as the Parties may
                    otherwise agree, (as the case may be)) , the Investigating
                    Party shall be entitled to issue a Major Default Notice; or

            23.4.2  where the breach detailed in the said instruction being the
                    subject of the Default Notice is not capable of remedy, the
                    Investigating Party shall be entitled, having given the Non
                    Performing Party ten (10) Calendar days (or such other
                    period as the Parties may have otherwise agreed (as the case
                    may be)) written notice of its intention to so do, issue a
                    Major Default Notice.

     23.5   Where the Major Default Notice relates to the performance of the
            Consultancy Services, save for a default governed by Clause 12 the
            Investigating Party shall specify in the Major Default Notice that
            in the event of:

            23.5.1  a further Major Default Notice being issued to the Non-
                    Performing Party within the next six (6) Calendar months; or

            23.5.2  three Major Default Notices in total being served within any
                    eighteen (18) Calendar month period during the Contract
                    Period, then;

                    the Investigating Party may either, without prejudice to any
                    of its other rights and remedies hereunder;

            23.5.3  extend the period for performance in relation to any
                    outstanding Major Default Notices; or

            23.5.4  terminate the provisions in the Agreement which relate to
                    the Consultancy Services, in accordance with the provisions
                    of Clause 24.1.
<PAGE>

     23.6   Where the Major Default Notice relates to the provision of the SBS
            Staff Services (including the ASC Services and the ASC
            Infrastructure) save for a default governed by Clause 12 the
            Investigating Party shall specify in the Major Default Notice that
            in the event that:

            23.6.1  a further Major Default Notice being issued to the Non-
                    Performing Party within the next twelve (12) Calendar
                    months; or

            23.6.2  three Major Default Notices in total being served within any
                    thirty-six (36) Calendar month period during the Contract
                    Period, then;

                    the Investigating Party may either, without prejudice to any
                    of its other rights and remedies hereunder;

            23.6.3  extend the period for performance in relation to any
                    outstanding Major Default Notices; or

            23.6.4  terminate the provisions of the Agreement which relate to
                    the SBS Staff Services (including the ASC Services and the
                    ASC Infrastructure) in accordance with the provisions of
                    Clause 24.4.

     23.7   Where the Major Default Notice relates to a default governed by
            Clause 12 in respect of non-payment of an invoice by SBS for
            Consultancy Services provided by Tier where SBS has failed to comply
            with an Expert's decision pursuant to Clause 22.9 Tier shall specify
            in the Major Default Notice that in the event of:

            23.7.1  a further Major Default Notice being issued to SBS relating
                    to non-payment of an invoice pursuant to an Expert's
                    decision under Clause 22.9 within the next twelve (12)
                    Calendar months;

                    Tier may either, without prejudice to its other rights and
                    remedies hereunder;

            23.7.2  extend the period for performance in relation to the
                    outstanding Major Default Notices; or

            23.7.3  terminate the whole Agreement in accordance with the
                    provisions of Clause 24.7.
<PAGE>

     23.8   Where the Major Default Notice relates to a default governed by
            Clause 12 in respect of non-payment of an invoice by Tier in respect
            of Mobilised SBS Staff Services and Tier has failed to comply with
            an Expert's decision pursuant to Clause 22.9 SBS shall specify in
            the Major Default Notice that in the event of:

            23.8.1  a further Major Default Notices relating to non-payment of
                    an invoice being issued to Tier pursuant to an Expert's
                    decision under Clause 22.9 within the next twelve (12)
                    Calendar months;

                    SBS may either, without prejudice to its other rights and
                    remedies hereunder;

            23.8.2  extend the period for performance in relation to the
                    outstanding Major Default Notice; or

            23.8.3  terminate the whole Agreement in accordance with the
                    provisions of Clause 24.7.

     23.9   Where the Major Default Notice relates to a default not governed by
            Clauses 23.5.4, 23.6.4, 23.7.3 or 23.8.4 the Investigating Party
            shall specify in the Major Default Notice that in the event of:

            23.9.1  a further Major Default Notice being issued to the Non-
                    Performing Party within the next twelve (12) Calendar months
                    which does not relate to a default governed by Clauses
                    23.5.4, 23.6.4, 23.7.3 or 23.8.4;

                    the Investigating Party may either, without prejudice to any
                    of its other rights and remedies hereunder;

            23.9.2  extend the period for performance in relation to any
                    outstanding Major Default Notice; or

            23.9.3  terminate the Agreement in accordance with the provisions of
                    Clause 24.7.

     23.10  To the extent that any failure by the Investigating Party to fulfil
            any of its obligations is caused by a default by the Non Performing
            Party, then:


            23.10.1 the Investigating Party shall use all reasonable endeavours
                    to arrange all such additional resources as are necessary to
                    fulfil the said obligation as early as possible thereafter
                    (at the cost of
<PAGE>

                    the Non Performing Party (subject to the limitations of
                    liability expressed in Clause 16; and


            23.10.2 the Investigating Party shall be entitled to an extension of
                    time in respect of such obligation which shall reflect the
                    delay actually caused by the Non Performing Party's default.

     23.11  In the event of the default referred to in Clause 23.10 causing a
            delay in any Third Party contract, then the Parties shall use best
            endeavours to ensure that the effect on the said Third Party
            contract is kept to an absolute minimum and that the said Third
            Party is advised immediately about the consequential effects of such
            a delay.

24   TERMINATION

     24.1   Where the right to terminate arises pursuant to Clause 23.5.4 SBS
            may terminate the provisions in the Agreement relating to the
            Consultancy Services by serving a written termination notice on
            Tier. The termination notice must specify the termination date,
            which must not be less than thirty (30) Working Days after the date
            on which the termination notice is given.

     24.2   In the event that SBS exercises its right under Clause 24.1 to
            terminate the provisions in the Agreement relating to the
            Consultancy Services:

            24.2.1  the provisions relating to the Consultancy Services in the
                    Agreement will terminate on the termination date set out in
                    the termination notice. For the avoidance of doubt SBS shall
                    be immediately discharged from any further liability to pay
                    the Consultancy Services Minimum Total Commitment;

            24.2.2  SBS shall pay forthwith all monies due and owing to Tier in
                    respect of the Consultancy Services provided up to the
                    termination date.

     24.3   Save as provided in Clause 24.2.1, all other provisions in this
            Agreement shall continue in full force and effect, including the
            performance by SBS of its obligations in respect of the SBS Staff
            Services (including the ASC Services and the ASC Infrastructure) and
            Tier shall remain liable to meet the SBS Staff Services Minimum
            Total Commitment.
<PAGE>

     24.4   Where the right to terminate arises pursuant to Clause 23.6.4 Tier
            may terminate the provisions of the Agreement relating to the SBS
            Staff Services (including the ASC Services and the ASC
            Infrastructure) by serving a written termination notice on SBS. The
            termination notice must specify the termination date which must not
            be less than thirty (30) Working Days after the date on which the
            termination notice is given.

     24.5   In the event that Tier exercises its right under Clause 24.4 to
            terminate the provisions in the Agreement relating to the SBS Staff
            Services (including the ASC Services and the ASC Infrastructure:

            24.5.1  the provisions relating to the SBS Staff Services (including
                    the ASC Services and the ASC Infrastructure) in the
                    Agreement will terminate on the termination date set out in
                    the termination notice and for the avoidance of doubt Tier
                    shall be immediately discharged from any further liability
                    to pay the SBS Staff Services Minimum Total Commitment;

            24.5.2  Tier shall pay forthwith all monies due and owing to SBS in
                    respect of any Mobilised FTE SBS Staff Services up to the
                    termination date.

     24.6   Save as provided in Clause 24.5.1, all other provisions in this
            Agreement shall continue in full force and effect, including the
            obligation on SBS to continue to procure Consultancy Services from
            Tier up to the Consultancy Services Minimum Total Commitment.

     24.7   Where the right to terminate arises pursuant to Clauses 23.7.3,
            23.8.3 and 23.9.3 either Party may terminate this Agreement by
            serving a written termination notice on the other Party. The
            termination notice must specify the termination date, which must not
            be less than thirty (30) Working Days after the date on which the
            termination notice is given.

     24.8   In the event that either Party exercises its right under Clause 24.7
            to terminate the Agreement:

            24.8.1  the Agreement will terminate on the termination date set out
                    in the termination notice;

            24.8.2  no further payments whatsoever shall be due from one Party
                    to the other Party other than payments which have fallen due
                    prior to the termination date, such payments to be made
                    forthwith.
<PAGE>

     24.9   If a Receiver is appointed of the whole or part of one Party's (the
            "Insolvent Party") assets or an order is made or a resolution passed
            for winding up (unless such order or resolution is part of a
            voluntary scheme for the reconstruction or amalgamation of the
            Insolvent Party as a solvent corporation and the resulting
            corporation if a different legal entity undertakes with the other
            party to be bound by the terms of this Agreement) or the Insolvent
            Party otherwise becomes subject to or takes advantage of the
            bankruptcy or insolvency laws applicable to it then this Agreement
            shall immediately terminate without the need of any notice but the
            other Party may at its absolute discretion waive such termination by
            notice in writing given within twenty (20) Working Days after the
            event giving rise to such termination comes to the other Party's
            attention in which case this Agreement shall revive and shall be
            deemed never to have been terminated and the rights and obligations
            under the Agreement shall subsist for the successors and assigns of
            the Insolvent Party.

     24.10  Save for the provisions under Clause 14 the provisions of Clause 24
            shall be the sole provisions relating to termination of this
            Agreement in whole or in part and for the avoidance of doubt, the
            Parties waive irrevocably pursuant to Clause 30 any other right or
            remedy which may otherwise accrue to the other Party howsoever to
            terminate and/or rescind this Agreement and/or to cease or suspend
            the provision of the Consultancy Services and/or ASC Services (as
            the case may be) at any time during the Contract Period but nothing
            in this Clause 24.3 shall exclude or restrict the Parties' right (if
            any and subject to Clause 16) to claim any other remedy in equity or
            law from the other.

     24.11  Termination in accordance with this Clause 24 shall not prejudice or
            affect any right of action or remedy which shall have accrued or
            shall thereafter accrue to either Party (including, without
            limitation, in respect of any damages suffered or incurred
            thereafter).

     24.12  In the event of termination or expiry of this Agreement in whole or
            in part, the Parties will promptly return to each other any property
            belonging to them which they have no contractual right to retain.

     24.13  Subject as otherwise provided in this Agreement, or subject to any
            rights or obligations which have accrued prior to termination
            neither Party shall have any further obligation to the other under
            this Agreement in respect of the part of the Agreement which is
            terminated.
<PAGE>

25   CHANGE CONTROL

     25.1   Either Party may from time to time request amendments to this
            Agreement. Amendments to this Agreement shall be effected only by
            way of Change Control Notes signed by the duly authorised
            representatives of the Parties, such approval not to be unreasonably
            withheld.

     25.2   Change Control Notes shall be substantially in the form set out in
            ATTACHMENT 1 to SCHEDULE 6 and shall be numbered consecutively.

26   MILLENNIUM COMPLIANCE

     26.1   The Parties hereby warrant that the performance and functionality of
            all software and hardware or other items in question (the "Relevant
            Item") owned or used by, or licensed to them in performing their
            obligations under this Agreement will not be affected by the advent
            of the year 2000 or by any leap year or by any use of or reference
            to a date beyond 31 December 1999. In particular the Relevant Item
            will:

            26.1.1  handle date information before, during and after 1st January
                    2000, including but not limited to accepting date input,
                    providing date output, and accurately performing
                    calculations on dates or portions of dates in a manner that
                    is unambiguous as to century;

            26.1.2  function accurately and without interruption before, during
                    and after 1st January 2000, without any changes in operation
                    associated with the advent of that year or the end of the
                    preceding year; and

            26.1.3  respond to two-digit year date input in a way that resolves
                    the ambiguity as to century in a disclosed, defined and
                    predetermined manner without the need for human
                    intervention;

                    Provided that until 31st December 1999 the only remedy
                    available to either Party in respect of any default by the
                    other Party under this Clause 261 shall be to require that
                    Party to correct the affected software and hardware or other
                    item owned or used by, or licensed by that Party as soon as
                    is practicable such that neither the provision nor the
                    receipt of the Consultancy Services or the ASC Services will
                    be affected by the advent of the Year 2000 or by any use of
                    or reference to a date beyond 31st December 1999.
<PAGE>

27   CONFIDENTIALITY

     27.1  For the purpose of this Agreement it is contemplated that either or
           both of the Parties may disclose or allow access to certain
           information in the pursuance of the Agreement and the Parties wish to
           protect and regulate how such Confidential Information is to be
           treated in order to protect their interests in this information.

     27.2  Each Party hereto possesses valuable information, including without
           limitation, ideas, business methods, finances, prices, customer lists
           or details, business, financial, marketing, development or manpower
           plans, computer systems and software, technical drawings, data,
           manuals, techniques, trade secrets, know-how, or other matters
           connected with services provided under this Agreement, information
           concerning relationships with actual or potential clients or
           customers and the needs and requirements of such persons, research
           and development data and specifications, and data of a secret and
           confidential nature relating to its present and future commercial
           activities any of which may be in whatever form, whether imparted
           orally or in writing or by other medium including all copies of the
           same all of which are regarded by it as commercial assets of
           considerable value.

     27.3  For the purpose of this Clause 27, the following definitions shall
           apply;

           27.3.1  "Confidential Information" shall mean those things described
                   in Clause 272.

           27.3.2  "Disclosing Party" shall mean the Party who discloses its
                   Confidential Information to the other Party.

           27.3.3  "Receiving Party" shall mean the Party who receives its
                   Confidential Information from the Disclosing Party.

           27.3.4  The Receiving Party shall:

                   27.3.4.1   hold all Confidential Information received from
                              the Disclosing Party in strict confidence;

                   27.3.4.2   use the Confidential Information solely for the
                              purpose intended by this Agreement;

                   27.3.4.3   permit access to such Confidential Information
                              only to those of its personnel who need to know
                              for carrying out their respective obligations
                              under this Agreement.

                                                                              37
<PAGE>

          27.3.5  Without prejudice to the generality of the provisions of this
                  Clause 27, the Receiving Party shall exercise no less a degree
                  of care in protecting the Confidential Information than which
                  it uses to protect its own information of like sensitivity and
                  importance.

          27.3.6  The obligations of confidentiality herein shall not apply to
                  any Confidential Information which:

                  27.3.6.1    was in the possession of the Receiving Party
                              before such Confidential Information was imparted
                              by the Disclosing Party or is independently
                              developed by any servant, agent or employee of the
                              Receiving Party without access to or use or
                              knowledge of the Confidential Information imparted
                              by the Receiving Party; or

                  27.3.6.2    was, is in or subsequently comes into the public
                              domain other than by breach by the Receiving Party
                              of its obligations hereunder or under any other
                              agreement of confidentiality between the Parties;
                              or

                  27.3.6.3    is received by the Receiving Party without
                              restriction on disclosure or use from a Third
                              Party, which Third Party has a lawful right to
                              make such disclosure; or

                  27.3.6.4    is disclosed because of a legal requirement.

          27.3.7  If any portion of any Confidential Information falls within
                  any of the above exceptions, the remainder shall continue to
                  be subject to the restrictions of this Agreement.

          27.3.8  Any Confidential Information imparted hereunder shall remain
                  the property of the Disclosing Party and must be used only for
                  the purpose of this Agreement. No rights are granted to the
                  Receiving Party hereunder and no rights shall be deemed to
                  have arisen or be implied in any Confidential Information.

          27.3.9  Upon expiration or termination in whole or in part of this
                  Agreement, the Receiving Party shall return such Confidential
                  Information as relates to the part of the Agreement which has
                  terminated where part-termination has occurred or otherwise
                  all Confidential Information received from the Disclosing
                  Party to the Receiving Party, or, upon the consent of the
                  Disclosing Party, shall destroy all such Confidential
                  Information and provide to the Disclosing Party a certificate
                  of such destruction signed by a responsible officer of the
                  Receiving Party.

                                                                              38
<PAGE>

          27.3.10 Unless otherwise agreed, in writing, these confidentiality
                  provisions shall survive termination of this Agreement and
                  shall remain in effect for a period of five (5) years after
                  return or destruction by the Receiving Party of the other
                  Party's Confidential Information provided in accordance with
                  this Agreement.

     27.4  The Parties accept and agree not to divulge the nature, existence
           and/or content of this Agreement to any other company, organisation
           or individual, without the consent of the other Party, save in cases
           where it is necessary by virtue of judicial review, legislation
           and/or financial regulations, in which cases the one Party shall
           receive due notice from the other Party so required to disclose the
           necessary information.

28   PUBLICITY

     28.1  Neither Party  shall publicise the existence of this Agreement nor
           make all or any necessary press announcements in respect thereof
           without the consent of the other Party.

29   ENGAGEMENT OF SENIOR EMPLOYEES

     29.1  Neither Party shall during the Contract Period and for a period of
           twelve (12) Calendar months after its termination solicit, employ or
           engage or offer to employ or engage any of the other Party's senior
           employees or consultants without the prior written consent of the
           other Party.

     29.2  In the event of breach of Clause 29.1 and only where the senior
           employee or consultant in question has actively sought employment
           with the defaulting Party, the defaulting Party shall pay to the
           other Party a sum equal to 30% of the first year's annual salary paid
           to the senior employee or consultant so recruited by the defaulting
           Party. Payment of such sum shall be the sole and exclusive liability
           of the defaulting Party. Payment shall be made with thirty (30)
           Working Days of commencement of employment.

                                                                              39
<PAGE>

30   FAILURE TO ENFORCE AND WAIVER

     30.1  The failure or delay by either Party to exercise any right, power
           or remedy under this Agreement shall not constitute a waiver thereof
           and shall not in any circumstances impair such right, power or remedy
           nor operate as a waiver of it. The single or partial exercise by
           either Party of any right, power or remedy under Agreement shall not
           in any circumstances preclude any other or further exercise of it or
           the exercise of any right, power or remedy.

     30.2  A waiver of any breach or default under any terms of this Agreement
           shall not be deemed a waiver of any subsequent breach or default and
           shall in no way affect the other terms of this Agreement.

31   VALIDITY

     31.1  If any provision of this Agreement is held to be invalid, illegal
           or unenforceable for any reason (whether by an expert, by
           arbitration, or by a court of competent jurisdiction):

           31.1.1  such provision will be severed and the remainder of the
                   provisions will continue in full force and effect as if this
                   Agreement had been executed with the invalid, illegal or
                   unenforceable provisions eliminated;

           31.1.2  the Parties shall in good faith amend the provision of the
                   Agreement to reflect as nearly as possible the spirit and
                   intention behind that invalid, illegal or unenforceable
                   provision so as to place the Parties in substantially the
                   same position, to the extent that such spirit and intention
                   is consistent with the laws of England, and so that the
                   amended clause complies with the laws of England.

32   ASSIGNMENT

     32.1  Neither Party shall assign or purport to assign or transfer this
           Agreement or any part thereof without the prior consent in writing of
           the other. Any such assignment as aforesaid shall not excuse the
           assigning Party from liability for due performance and observance of
           any provision expressed herein on its part to be performed or
           observed.

                                                                              40
<PAGE>

33   NOT A PARTNERSHIP OR AGENCY

     33.1  Nothing in this Agreement shall constitute or be deemed to
           constitute a partnership between the Parties hereto or constitute or
           be deemed to constitute SBS as agent of Tier or Tier as agent of SBS
           for any purpose whatsoever and SBS shall have no authority or power
           to bind Tier and Tier shall have no authority to bind SBS or to
           contract in the name of or create a liability against Tier or SBS
           (howsoever the case may be) in any way or for any purpose.

34   ORIGINALITY OF AGREEMENT

     34.1  This Agreement may be executed in several counterparts, each of
           which shall be deemed an original, but all of which together shall
           constitute one and the same document.

35   ENTIRE AGREEMENT

     35.1  This Agreement sets out the entire agreement between the Parties
           with respect to the subject matter covered by it and supersedes all
           prior communications, drafts, representations, agreements,
           warranties, statements and understandings of whatever nature, whether
           oral or in writing between the Parties, relating to the subject
           matter, provided that this shall not exclude any liability which a
           Party would otherwise have to the other Party in respect of a
           statement made fraudulently by that Party prior to the date of this
           Agreement.

     35.2  This Agreement shall come into effect on the Effective Date and
           subsist for the Contract Period unless or until terminated in
           accordance with the provisions of Clauses 14 or 24.


     35.3  Neither Party shall have any rights or licence save as specifically
           agreed herein.

     35.4  This Agreement will be governed by and construed in accordance with
           English Law. The Parties hereby submit to the jurisdiction of the
           High Court of Justice in England.

                                                                              41
<PAGE>

AS WITNESS the hands of the Parties hereto the day and year first hereinbefore
written:

SIGNED AND AGREED for and on Behalf of Tier Technologies (United Kingdom) Inc.

Signature: /s/ [ILLEGIBLE]^^             Date:   1 September 99
          -------------------------           ---------------------------

   Name: James L. Bildner               Status:     CEO
        ---------------------------            --------------------------

SIGNED AND AGREED for and on Behalf of Siemens Business Services Limited

Signature: /s/ [ILLEGIBLE]^^              Date:  1 Sept 1999
          -------------------------           ---------------------------

     Name:  G. S. Posey                  Status:      MD
          -------------------------             -------------------------

                                                                              42
<PAGE>


                                  SCHEDULE 1

                        INTERPRETATIONS AND DEFINITIONS
                        -------------------------------

1    INTERPRETATIONS

     1.1  Clause headings in this Agreement are for ease of reference only and
          do not affect interpretation.

     1.2  References to Paragraphs shall mean those paragraphs contained within
          those Schedules and/or Annexes in which they are contained unless
          expressly stated otherwise by references to other Schedules and/or
          Annexes.

     1.3  The singular includes the plural and vice versa.

     1.4  References to Clauses shall mean those clauses contained within the
          General Terms and Conditions of the main body of this Agreement unless
          expressly stated otherwise.

2    DEFINITIONS

"ASC
Infrastructure"                    means the infrastructure (as defined in
                                   SCHEDULE 7) to be put into place in
                                   accordance with the provisions of SCHEDULE 7
                                   to facilitate the provision of the ASC
                                   Services by SBS.
"ASC
Infrastructure Specification"      means the outline specification relating to
                                   the operational, functional and/or design
                                   characteristics of the ASC Infrastructure to
                                   be provided in accordance with the provisions
                                   of Paragraph 3.1 of SCHEDULE 7.

"ASC
Services"                          means those services to be provided by SBS to
                                   Tier and/or a Third Party, using the ASC
                                   Infrastructure as further described in
                                   SCHEDULE 4 and the Business Development
                                   Methodology.

"Agreement"                        Means this agreement comprising the
                                   front/cover page, contents page(s), Clauses 1
                                   to 35 inclusive and SCHEDULE 1 to SCHEDULE 8
                                   inclusive and all or any Annexes, Appendices
                                   or Attachments forming part thereof and any
                                   Change Control Note issued,
<PAGE>


                                   approved and authorised in accordance with
                                   the provisions of Clause 25 and the Business
                                   Development Methodology.

"Bid Manager"                      means an individual appointed by SBS to
                                   coordinate the Proposal Development Activity
                                   and the production of the Proposal.

"Bid Team"                         means a group of individuals appointed by the
                                   Bid Manager to assist Tier in discharging its
                                   duties.

"Business Development
Activity"                          means the development of Third Party
                                   relationships, covering inter alia initial
                                   Third Party contact, Third Party business
                                   needs identification, Third Party business
                                   process definition and service provision
                                   definition, to a standard agreed between the
                                   Parties on a case by case basis.

"Business Development
Methodology"                       means a contractually binding document
                                   identifying markets, targets, customers, the
                                   ASC Services and including a methodology for
                                   development of Third Party contacts by Tier
                                   to be agreed and signed by a representative
                                   of each Party from the ASG on or before the
                                   date of this Agreement.

"Calendar"                         means the Gregorian calendar.

"Change Control Note"              means a change control note as referred to in
                                   Clause 25 and as amended by any subsequent
                                   Change Control Note.

"Consultancy Services"             means those activities to be conducted by
                                   Tier (as may be better described in paragraph
                                   3.1 of SCHEDULE 2) which are provided to SBS
                                   and/or a Third Party under or pursuant to
                                   this Agreement.

"Consultancy Services Charge
Rates"                             means those rates chargeable for the
                                   provision of the Consultancy Services defined
                                   in ATTACHMENT 1 of SCHEDULE 2.

<PAGE>

"Consultancy Services Minimum
Total Commitment"        means the total sum of Consultancy Services to be
                         procured by SBS and/or a Third Party from Tier during
                         the Contract Period. The said sum shall be[***]. For
                         the avoidance of doubt this sum excludes the supply of
                         hardware or software or training or any other services
                         sourced through a third party and arranged by Tier
                         regardless of whether at margin or otherwise and
                         Consultancy Services procured by customers that have
                         been handed over to Tier by SBS where SBS requires no
                         further involvement with that customer.

"Consultancy Services
Timesheets"              means timesheets completed in accordance with the
                         provisions of SCHEDULE 2 using the proforma timesheet
                         provided for in ATTACHMENT 3 to SCHEDULE 6.

"Contract Period"        means the period commencing on the Effective Date of
                         this Agreement and continuing until the Final Date or
                         until it is terminated in accordance with Clause 14 or
                         24 whichever is the earlier date.

"Data Protection Act"    means the Data Protection Act 1984 and the Data
                         Protection Act 1998 as applicable.

"Effective Date"         means the first Working Day following the date on which
                         this Agreement receives its last signature from the
                         Parties.

[***]

"FTE"                    means full time equivalent - that is an individual or
                         series of individuals working collectively all Working
                         Days in a Calendar month save for leave, absence or
                         sickness.

"Final Date"             means the date occurring exactly sixty (60) Calendar
                         months after the Effective Date unless and until
                         extended by agreement between the Parties in accordance
                         with the provisions of Clause 25.

"Force Majeure"          means any cause preventing the performance by either
                         Party of any or all of its obligations arising from or
                         attributable to acts, events or omissions

                     *  CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

                                   beyond its reasonable control including (but
                                   without limiting the generality thereof)
                                   governmental regulations, fire, flood, act of
                                   God, strike, war, riot, breakdown of plant or
                                   machinery or any disaster or an industrial
                                   dispute affecting a third party for which a
                                   substitute third party is not reasonably
                                   available.

"Formal Commitment Stage"          means a point in time where a legal agreement
                                   (having full force and effect) between SBS
                                   and a Third Party is entered into directly
                                   between them, such agreement taking the form
                                   of either a letter of intent, letter to
                                   proceed or a full contract for the provision
                                   of ASC Services, where such agreement is
                                   established subsequent to the Proposal
                                   Submission Activity and as a direct
                                   consequence thereof.

"General Terms and Conditions"     means Clauses 1 to 35 inclusive and any
                                   Change Control Note issued, approved and
                                   authorised in accordance with the provisions
                                   of Clause 25.

"Intellectual Property"            means any and all patents, trade marks,
                                   service marks, copyright, moral rights,
                                   rights in design, know-how, confidential
                                   information and all or any other intellectual
                                   or industrial property rights whether or not
                                   registered or capable of registration and
                                   whether subsisting in the United Kingdom or
                                   any other party of the world together with
                                   all or any goodwill relating thereto.

"Mobilise(d)"                      means the making available of FTE SBS Staff
                                   Services. SBS shall notify Tier in writing
                                   that a specified number of FTE Staff Services
                                   complete with their employment grade mix, are
                                   prepared in readiness for the provision of
                                   ASC Services, for "availability" in this
                                   context to be proved.

"Mobilisation"                     means the activity associated with making
                                   Mobilised SBS Staff Services available.

"Premises"                         means in respect of the Consultancy Services,
                                   the place of performance specified in any
                                   Workpackage or otherwise in respect of the
                                   ASC Services the place of performance for
                                   such ASC Services or the location where the
                                   ASC Infrastructure is established.
<PAGE>

"Proposal"                         means a document in a form to be agreed on a
                                   case by case basis between the Parties
                                   (taking into account any Third Party
                                   specified requirements) constituting a formal
                                   offer capable of acceptance by a Third Party,
                                   for the provision of ASC Services.

"Proposal Development
Activity"                          means those activities necessary (including
                                   the obtaining of any necessary consents and
                                   approvals of SBS' Directors and/or VRB) as a
                                   consequence of the Business Development
                                   Activity to ultimately produce a Proposal
                                   including but not limited to the development
                                   and production of specifications, service
                                   level definitions, risk registers, cost
                                   models, Third Party business plans or budgets
                                   and the like or any other documents including
                                   other financial data.

"Proposal Submission Activity"     means the activities rendered necessary by
                                   either the Third Party and/or the Parties
                                   after the submission of the Proposal to
                                   assist the Third Party in reaching the Formal
                                   Commitment Stage, including any necessary
                                   approvals of the Third Party or SBS'
                                   Directors and/or VRB. Such activities are
                                   likely to include, but not be limited to,
                                   offering clarifications on the Proposal
                                   content, negotiation of commercial and legal
                                   terms, presentations to the Third Party's
                                   representatives and the like.

"Ramp-up Period"                   means the period commencing 1st July 2000 and
                                   ending on 30th June 2001 during which SBS
                                   will Mobilise a specified number of FTE SBS
                                   Staff Services.

"SBS Accommodation Services"       means the bundling of roof, heat, light etc.
                                   costs and the ASC Infrastructure capital
                                   payment recharge costs, ASC Infrastructure
                                   operational and maintenance costs (and the
                                   like) on a unit basis linked to the number of
                                   FTE SBS Staff Services supplied in accordance
                                   with this Agreement. The appropriate charge
                                   for the SBS Accommodation Services shall be
                                   determined upon the ASC Infrastructure being
                                   established.

"SBS Staff Services"               means people employed by SBS or recruited by
                                   SBS where appropriate who will be made
                                   available in accordance with the provisions
                                   of SCHEDULE 3 in readiness to support Tier in
                                   servicing Third Parties
<PAGE>

                                   or Tier's own requirements for ASC Services.
                                   Those employed by SBS are likely be supplied
                                   from [***]

"SBS Staff Services Minimum
Total Commitment"                  means a maximum sum of [***]payable by Tier
                                   to SBS in respect of the Total Available Man
                                   Months for Mobilised FTE SBS Staff Services
                                   at the Average Mobilised Rate.

"Success Fee"                      means a sum of money to be paid to Tier by
                                   SBS for Tier's costs and expenses incurred
                                   during the whole of the Business Development
                                   Activity, the Proposal Development Activity,
                                   the Proposal Submission Activity up to and
                                   through the Formal Commitment Stage. The
                                   method of calculating the Success Fee shall
                                   be as described in Paragraph 7 of SCHEDULE 3.

"Third Party(ies)"                 means businesses, companies and/or
                                   organisations who may potentially have or
                                   will require the provision of or supply of
                                   ASC Services.

"Total Available Man
Months"                            means the total number of FTE SBS Staff
                                   Services available for Utilisation in
                                   accordance with the payment profile in
                                   Attachment 1 to Schedule 3.

"TUPE"                             means the Transfer of Undertakings
                                   (Protection of Employment) Regulations 1981
                                   and any subsequent re-enactment or amendments
                                   thereto.

"Utilise/utilised"                 means the act of using Mobilised SBS Staff
                                   Services in the provision of the ASC Services
                                   to Tier and/or a Third Party under agreements
                                   separate from this Agreement and Utilisation
                                   shall be construed accordingly.

"VRB"                              means the SBS Value Review Board constituted
                                   and operated in accordance with SBS' VRB
                                   Procedure, (as attached to the Business
                                   Development Methodology ) used to evaluate
                                   inter alia the business value of submitted
                                   opportunities and any risks (including
                                   financial, technical, delivery and resourcing
                                   availability) associated with the said
                                   opportunity. The said procedure is an
                                   iterative one, requiring reviews at certain
                                   identified stages of the project lifecycle.

                     *  CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

                                   The output from the VRB meetings (which are
                                   convened on a weekly basis) is a decision to
                                   proceed to the next stage of the project
                                   lifecycle or not, as the case may be. All
                                   meetings of the VRB are minuted.

"Working Day"                      means any day other than Saturday or Sunday
                                   or a bank holiday in the UK.

"Workpackage"                      means those packages of work for Consultancy
                                   Services established in accordance with the
                                   procedures and provisions of SCHEDULE 2.

"Year of this Agreement"           means the period of twelve (12) Calendar
                                   months commencing on the Effective Date and
                                   expiring on the first anniversary thereof and
                                   each successive year thereafter during the
                                   Contract Period.
<PAGE>

                                  SCHEDULE 2

    Agreement Covering the Provision of Consultancy Services by Tier to SBS
    -----------------------------------------------------------------------

1    INTRODUCTION

     1.1  The Consultancy Services intended to be made available by Tier under
          this Agreement shall include;

          1.1.1     Business Process Redesign/Strategic Consulting.

          1.1.2     Web Enabled Customer Technology.

          1.1.3     People/Change Management.

          1.1.4     Data Management and Warehousing.

          1.1.5     Call Centres.

          1.1.6     Front & Back Office Design.

          1.1.7     Major Systems Design.

          1.1.8     Training.

          1.1.9     Distance Learning Applications.

          1.1.10    Application Development

          1.1.11    Project Management

          and as may be better described in ATTACHMENT 2 to SCHEDULE 2.

     1.2  SBS and/or a Third Party may take up the Consultancy Services. The
          supply of Consultancy Services directly to a Third Party shall be
          subject to an agreement separate from this Agreement, unless such
          supply is incorporated into a package of services by SBS to that Third
          Party.

     1.3  Consultancy Services may be taken up by SBS in support of its
          obligations under this Agreement or for any other purpose it may so
          choose.
<PAGE>

     1.4  SBS and/or a Third Party will during the Contract Period procure the
          supply of Consultancy Services up to the Consultancy Services Minimum
          Total Commitment. Notwithstanding the foregoing obligation, there is
          no commitment by SBS and/or a Third Party as to the proportion or mix
          of the Consultancy Services which may be requested from time to time
          and no continuity of Workpackages is guaranteed.

2    SUPPLY OF CONSULTANCY SERVICES

     2.1  Tier shall make available the Consultancy Services to SBS on a "most
          favoured customer" basis and SBS shall so request the Consultancy
          Services from Tier on a "Preferred Supplier" basis. For the purpose of
          this paragraph "most favoured customer" status shall require Tier to
          provide the Consultancy Services to SBS on a priority basis and at
          preferential commercial rates. For the avoidance of doubt the
          Consultancy Services Charge Rates reflect Tier's current preferential
          rates which may be adjusted in accordance with the provisions of
          Attachment 1 to Schedule 2. "Preferred supplier" status will require
          SBS to offer its requirements for Consultancy Services in respect of
          SBS projects to Tier in preference to any other supplier. In
          particular SBS shall develop a change management review programme to
          consider the options for increasing Tier's involvement in the
          provision of Consultancy Services in connection with SBS' obligations
          under the National Savings Bank Agreement to an agreed programme.

     2.2  Tier shall provide the Consultancy Services to Third Parties in such a
          manner as will not detract from the image and reputation of SBS.

     2.3  Subject to requirements under the Data Protection Act Tier shall on
          reasonable request provide employment status details of the persons
          providing the Consultancy Services.

     2.4  Tier undertakes that at all times the Consultancy Services shall
          remain under the direction and control of Tier. Notwithstanding Tier's
          overall control, Tier recognises that the Consultancy Services may
          require Tier to perform work in relation to SBS' (and/or a Third
          Party's) managed activity and that, in this event, SBS (and/or a Third
          Party) shall be responsible for and shall supervise and manage such
          activity.

     2.5  The Consultancy Services shall be provided in an efficient, effective
          and controlled manner and in accordance with the exercise of that
          degree of skill, diligence, prudence and foresight which would
          reasonably and ordinarily be expected from a skilled and experienced
          consultancy company seeking in good faith to comply with its
          contractual obligations, complying with all applicable laws and
          engaged in the same type of undertaking and under the same or
<PAGE>

          similar circumstances and conditions (including financial processing
          controls).

     2.6  Any material issued by SBS (and/or a Third Party) to Tier "free of
          charge" for use in or associated with the Consultancy Services
          provided under this Agreement shall remain the property of SBS (and/or
          a Third Party). Any such material must be kept in good order and shall
          be returned to SBS (and/or a Third Party) on completion of the
          relevant Workpackage or otherwise as agreed in the same condition as
          received subject to wear and tear. Where consumables are supplied Tier
          shall return any unused portion of such consumables to SBS (and/or a
          Third Party).

     2.7  SBS (and/or a Third Party) may require the removal of any member of
          Tier's personnel with immediate effect if such individual:

          2.7.1     in the reasonable opinion of SBS (and/or a Third party)
                    proves unable to perform the Consultancy Services at any
                    time during his/her attendance at SBS (and/or the Third
                    Party's) Premises; or is guilty of serious misconduct or of
                    conduct which is contrary to standards of discipline
                    reasonably expected by SBS (and/or a Third Party) of its own
                    staff or does anything harmful to the reputation of SBS
                    (and/or the Third Party); or

          2.7.2     intentionally without the prior written authority of SBS
                    (and/or the Third Party), removes (for whatever reason) any
                    of SBS (and/or the Third Party) tapes, disks, documents,
                    software, data or other materials or information from the
                    Premises of SBS (and/or the Third Party); or

          2.7.3     without the prior written authority of SBS (and/or the Third
                    Party) makes (for whatever reason) any copies of documents
                    or software or other materials which belong or are licensed
                    to SBS (and/or the Third Party) for his/her own benefit or
                    for the benefit of any person (other than SBS (and/or the
                    Third Party); or

          2.7.4     without the prior written authority of SBS (and/or the Third
                    Party), bring any software, tapes or disks on to premises of
                    SBS (and/or the Third Party), unless such software, tapes or
                    disks are used solely on Tier's equipment used stand-alone
                    and entirely separate from any of SBS (and/or the Third
                    Party)'s systems; or

          2.7.5     causes a computer to perform any function with intent to
                    secure unauthorised access to the whole or any part of any
                    program or data held in any computer or does or omits to do
                    anything which may cause or facilitate any unauthorised
                    access, modification, alteration or eradication of the whole
                    or any part of any program or data held in any computer or
                    on any storage
<PAGE>

                    medium or which may otherwise adversely affect the operation
                    or reliability of any computer or program or the reliability
                    or accessibility of any data; or

          2.7.6     does or omits to do anything which may prejudice the
                    security of the SBS (and/or the Third Party) Premises,
                    computers or software.

3    METHOD OF OBTAINING SUPPLY

     3.1  SBS shall request and Tier shall provide Consultancy Services under
          this Agreement by reference to:

          3.1.1     a separate project agreement executed between the Parties;
                    or

          3.1.2     a Workpackage called off under this Agreement which shall be
                    made in writing in accordance with this SCHEDULE 2; or

          3.1.3     an oral request confirmed in writing within five (5) Working
                    Days by Tier.

     3.2  Workpackages will be agreed upon between SBS and Tier prior to the
          commencement thereof. Tier shall not commence any particular
          Workpackage prior to having received the written approval of SBS.

     3.3  Workpackages will be initiated utilising the following generic
          process;

          3.3.1     SBS shall provide to Tier a specification, describing inter
                    alia such matters as operational, functional or design
                    characteristics, major deliverables and timescales required.

          3.3.2     Tier shall provide, in response to the said specification,
                    within thirty (30) Working days (unless agreed otherwise)
                    its response ("Response").

          3.3.3     Tier's Response shall include descriptions of the
                    Consultancy Services to be provided, the criteria on which
                    they are to be provided, any dependencies between tasks and
                    external resources and requirements that may affect the
                    timely and qualitative delivery of the Workpackage and the
                    price (calculated using the Consultancy Services Charge
                    Rates) for providing the required Consultancy Services.

          3.3.4     SBS shall then evaluate the Response. If so requested by SBS
                    Tier may, at no additional cost, make available that
                    resource reasonably necessary to assist SBS in its
                    evaluation of the Response, including presentations and the
                    like.
<PAGE>

          3.3.5   Once agreement on the content of the Response has been agreed
                  and approved by SBS the said Response shall be accommodated
                  within a Workpackage either as a task or series of tasks as a
                  complete Workpackage.

          3.3.6   SBS shall authorise commencement of the said Workpackage in
                  writing to Tier.

4    WORKPACKAGE LEADERS

     4.1  SBS and Tier shall respectively (unless otherwise agreed) appoint a
          representative to be a Workpackage Leader (hereafter "WPL") for each
          and every Workpackage.

     4.2  The WPL within their respective organisations shall be responsible
          for;

          4.2.1   co-ordinating with internal party(ies) involved in the
                  technical activities of the Workpackage;

          4.2.2   the drafting, organisation and presentation of the necessary
                  parts of the Workpackage descriptions and content;

          4.2.3   maintaining efficient and effective communication amongst the
                  said Party(ies) involved in the Workpackage and to ensure that
                  timescales are maintained;

          4.2.4   organising when necessary Workpackage meetings;

          4.2.5   keeping the other informed on the current status and progress
                  made in respect to the Workpackage activities and to help the
                  other in suggesting any corrective action that may need to be
                  taken.

5    PERFORMANCE

     5.1  Tier undertakes to procure that each of its personnel carrying out the
          Consultancy Services shall:-

          5.1.1   except as otherwise agreed, attend the Premises and provide
                  such of the Consultancy Services as SBS requires for eight (8)
                  hours each Working Day between 8.30am and 5.30pm (unless
                  otherwise agreed in any particular Workpackage) and devote the
                  whole of his/her time, attention and ability to SBS during
                  such hours;
<PAGE>

          5.1.2   perform his/her work with the level of skill, care and
                  technical ability expected of a person specialising in the
                  type of work specified in this Agreement;

          5.1.3   perform his/her work promptly and comply with all reasonable
                  and lawful directions given by authorised personnel of SBS and
                  on request promptly give a full account of all matters with
                  which he/she is entrusted.

     5.2  Tier undertakes that if any of its personnel is unable at any time to
          work for a period exceeding five (5) Calendar days or more continuous
          absence whether through ill health, injury or otherwise, it shall use
          all reasonable endeavours to procure, at the request of SBS, that
          another person of at least similar ability, experience and status be
          supplied to SBS in place of the person who is absent.

     5.3  In the event of an increase in the scope of the Consultancy Services
          or the time required to provide the Consultancy Services such that SBS
          requires additional Consultancy Services from Tier as determined by
          SBS, SBS may notify Tier in writing of the need for such additional
          Consultancy Services. Upon receipt of a notice in writing from SBS,
          Tier shall use all reasonable endeavours to provide additional
          Consultancy Services to SBS upon the terms and conditions set out in
          this Agreement.

     5.4  If the Consultancy Services do not substantially or materially comply
          as required in this Agreement or any Workpackage, SBS shall within a
          reasonable time give notice of rejection to Tier and without prejudice
          to any of SBS' other rights SBS may at its discretion require Tier to
          comply with this Agreement and the Workpackage by expeditiously re-
          performing or otherwise righting any rejected Consultancy Services. In
          such circumstances, Tier shall fully indemnify SBS for any direct
          costs, expenses and/or losses incurred by it.

6    FEES

     6.1  In consideration of the Consultancy Services provided pursuant to this
          Agreement, SBS shall pay Tier the Consultancy Services Charge Rates in
          respect of every 8 hours per day worked by each person carrying out
          the Consultancy Services. For the avoidance of doubt, the Consultancy
          Services Charge Rates shall be applied pro-rata in respect of any
          period or periods of less than 8 hours. Periods in excess of eight (8)
          hours shall not be chargeable at any premium rate unless otherwise
          agreed in writing by the Parties. Any replacement shall (subject to
          their being of at least equal ability, experience and status) be
          chargeable at the same rate as the person who is thereby replaced.

     6.2  Except as provided for in Paragraph 6.5, the Consultancy Services
<PAGE>

          Charge Rates shall be inclusive of all secretarial, office
          accommodation and other overheads including telephone, facsimile and
          postage costs incurred by Tier in the course of its administrative
          functions, unless otherwise agreed between the Parties. Such
          Consultancy Services Charge Rates will be exclusive of value added tax
          but will be deemed to be inclusive of any other forms of tax levies,
          imposts, charges, fees and/or duties applicable from time to time.

     6.3  The daily Consultancy Services Charge Rates for each person carrying
          out the Consultancy Services shall be as detailed in ATTACHMENT 1 to
          SCHEDULE 2.

     6.4  Any materials or products supplied to SBS by Tier will be charged at
          cost unless otherwise agreed by the Parties and in any event in
          accordance with SBS' current expenses reimbursement policy for use
          with contractors.

     6.5  All expenses incurred by Tier in the provision of the Consultancy
          Services will, provided SBS agrees in advance where reasonably
          practicable to such expenses, be passed on at cost unless otherwise
          agreed by the Parties and in any event in accordance with SBS' current
          expenses reimbursement policy for use with contractors and included in
          appropriate invoices, with associated receipts when requested. Such
          expenses shall include, but not be limited to, car travel expenses,
          parking, rail fares, air fares, taxis, hotels, subsistence, computer
          time, photocopying, slide and report production.

     6.6  If the supply of the Consultancy Services or any part of such
          Consultancy Services is cancelled, SBS shall only be obliged to pay
          any fees due up to the end of the cancellation period. For the
          avoidance of doubt this shall not affect SBS' obligation to procure
          Consultancy Services up to at least the Consultancy Services Minimum
          Total Commitment.

7    PAYMENT

     7.1  Except as provided in any particular Workpackage, an invoice with
          supporting documentation shall be rendered every other Calendar month
          in arrears and payment of the fees shall be made in accordance with
          the provisions of Clause 12.

     7.2  Invoices shall be based on authorised hours worked by each individual
          involved in providing the Consultancy Services as certified by SBS on
          the Consultancy Services Timesheets.
<PAGE>

     7.3  Invoices raised in accordance with the provisions of Paragraphs 7.1
          and 7.2 above shall be deducted against any outstanding balance of the
          Consultancy Services Minimum Total Commitment.

8    DISCHARGE OF THE CONSULTANCY SERVICES MINIMUM TOTAL COMMITMENT

     8.1  SBS' commitment to procure a defined volume of the Consultancy
          Services defined in Paragraph 1.4 of this SCHEDULE 2 shall be fully
          discharged immediately upon SBS and/or a Third Party (either
          individually or as a sum total) paying invoices for the provision of
          Consultancy Services by Tier equal to or in excess of the Consultancy
          Services Minimum Total Commitment .

     8.2  At the end of the Contract Period (save for early termination in
          accordance with Clauses 14 or 24) if SBS and/or the Third Parties
          (either individually or as a sum total) has/have not procured
          Consultancy Services equal to or in excess of the Consultancy Services
          Minimum Total Commitment then Tier shall raise an invoice for the
          outstanding sum (if any) of the Consultancy Services Minimum Total
          Commitment, calculated by deducting from the Consultancy Services
          Minimum Total Commitment any and all invoices raised by Tier and/or
          the Third Parties (either individually or as a sum total) for the
          provision of the Consultancy Services during the Contract Period.

     8.3  SBS shall pay any invoice raised by Tier in accordance with paragraph
          8.2 within sixty (60) Working Days from the date of receipt.
<PAGE>

                          ATTACHMENT 1 to SCHEDULE 2

                       Consultancy Services Charge Rates
                       ---------------------------------

                                            Charge Rate
                                            ------------
               Consultant Type          ((Pounds)'s per day)
               ---------------          --------------------

                   Manager                      [***]

               Senior Consultant                [***]

                   Consultant                   [***]

                   Team Leader                  [***]

                   Technologist                 [***]

1    CONSULTANCY SERVICES CHARGE RATES

     1.1  Any of the above Consultancy Services Charge Rates may be decreased at
          any time by agreement between the Parties and implemented in
          accordance with Clause 25.

     1.2  Consultancy Services Charge Rates shall be fixed for the first twelve
          Calendar Months of this Agreement and thereafter subject to review on
          each anniversary of the Effective Date and agreed by the Parties. In
          the event the Parties fail to agree on the Consultancy Services Charge
          Rates the Parties shall refer to the benchmarking procedure in
          SCHEDULE 8. Where the Parties fail to agree pursuant to the procedure
          in SCHEDULE 8 either Party may refer the dispute to an Expert under
          Clause 22.

     1.3  The Consultancy Services Charge Rates specified in this ATTACHMENT 1
          to SCHEDULE 2 shall only be amended in accordance with Clause 25 of
          this Agreement and shall only take effect upon the equivalent
          amendment being agreed between SBS and Tier.

                    * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

                          ATTACHMENT 2 to SCHEDULE 2

                    Tier Consultancy Services Descriptions
                    --------------------------------------


1    TIER CONSULTANCY SERVICES DESCRIPTION

     1.1  Tier shall provide and continue to maintain the capability to provide
          the following Consultancy Services to SBS (and/or a Third Party)
          throughout the duration of this Agreement.

<TABLE>
<CAPTION>
                                              QUALIFICATIONS AND                   EXPECTATION OF CAPABILITY
           CONSULTANT TYPE                        EXPERIENCE
----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                     <C>
Manager                                Degree and five years relevant          Project manage a medium/large project
                                       experience including management of      to customer requirements on cost and
                                       similar project                         time to CIS ISO 9001 QMS.
----------------------------------------------------------------------------------------------------------------------
Senior Consultant                      7 years experience in relevant field.   High level tactical or technical
                                       Member of an appropriate professional   advice to departments or programmes.
                                       body or educationally qualified for
                                       membership
----------------------------------------------------------------------------------------------------------------------
Consultant                             5 years experience in relevant field.   Provision of technical advice to
                                       Member of an appropriate professional   department or to a specific programme.
                                       body or educationally qualified for
                                       membership
----------------------------------------------------------------------------------------------------------------------
Team Leader                            Honours degree and four years           Provide leadership, technical advice
                                       relevant experience.                    or analysis on major portion of a
                                                                               programme to assignment manager.
----------------------------------------------------------------------------------------------------------------------
Technologist                           City and Guilds or Equivalent and       To act as a member of a technical
                                       five years relevant experience.         design and development team.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                              59
<PAGE>

                                  SCHEDULE 3

    Agreement Covering the Provision of SBS Staff Services from SBS to Tier
    -----------------------------------------------------------------------


1   INTRODUCTION

     1.1  SBS shall make available the SBS Staff Services for Tier's immediate
          Utilisation (or otherwise) in accordance with the provisions of this
          SCHEDULE 3.

     1.2  Tier shall use all reasonable endeavours to identify and create
          opportunities using the agreed Business Development Methodology for
          SBS to Utilise the Mobilised FTE SBS Staff Services either indirectly
          to Third Parties through Tier or directly to Third Parties, via
          agreements created through the following processes;

          1.2.1   Business Development Activity;

          1.2.2   Proposal Development Activity;

          1.2.3   Proposal Submission Activity leading up to and including;

          1.2.4   Formal Commitment Stage.

     1.3  Without prejudice to the other provisions of this Agreement in
          relation to this matter, Tier shall submit each process to the VRB for
          approval (or otherwise) to continue to the next activity or stage such
          approval to be given in accordance with the VRB guidelines, and not to
          be unreasonably withheld.

     1.4  During the Proposal Development Activity, SBS shall, subject to the
          approval of the VRB, make available at least a Bid Manager, who may
          appoint a Bid Team to support Tier during the Proposal Development
          Activity.

     1.5  During the Proposal Submission Activity, SBS shall, subject to the
          continuing approval of the VRB, continue to make available a Bid
          Manager, and (if any) the Bid Team appointed to support Tier during
          the Proposal Development Activity.

     1.6  Tier shall at all times during the aforementioned activities and
          process work within the VRB guidelines and the Business Development
          Methodology.
<PAGE>

     1.7  In the event that Tier are unable to Utilise the SBS Staff Services
          in accordance with the provisions of this Agreement, Tier shall
          during the Contract Period and in accordance with the Programme and
          Payment Profile hereinafter defined, procure the Mobilisation of the
          SBS Staff Services up to the SBS Staff Services Minimum Total
          Commitment.

2    SCOPE

     2.1  The SBS Staff Services shall be provided (unless otherwise agreed by
          the Parties) from various SBS [***] Premises.

     2.2  Where additional skills are required to supplement the Utilised SBS
          Staff Services (including but not limited to the areas of management,
          team leadership, technical and programme management) SBS shall recruit
          up to a maximum of 20% of the Mobilised SBS Staff Services at SBS'
          discretion in consultation with Tier and the costs of recruitment for
          such additional skills shall be borne equally by SBS and Tier. For the
          avoidance of doubt any Mobilised SBS Staff Services recruited shall
          count towards the SBS Staff Services Minimum Total Commitment.

     2.3  The Mobilisation of such SBS Staff Services in accordance with the
          payment profile in ATTACHMENT 1 of this SCHEDULE 3 shall be the sole
          trigger for payment by Tier of the SBS Staff Services.

     2.4  The capability or otherwise for Tier to Utilise (in whole or in
          part) the SBS Staff Services (or not as the case may be) shall not
          discharge Tier's obligations under this Agreement and in particular,
          the provisions of Paragraph 5 of this SCHEDULE 3.

     2.5  SBS will commit to supply Utilised SBS Staff Services to Tier at
          appropriate service levels, where such service levels include
          accommodation factors.

     2.6  SBS will provide human resources support (including recruitment and
          selection, if necessary) during the Mobilisation of the SBS Staff
          Services.

     2.7  For the avoidance of doubt, SBS shall give Tier priority allocation
          to its IT personnel being Mobilised and not required by SBS.

     2.8  SBS shall provide basic competency skills training to the SBS Staff
          Services such as keyboard skills, basic IT operation, basic telephone
          skills at SBS' cost.

     2.9  For the avoidance of doubt where a Third Party requires additional
          training SBS shall provide such training at its own or at the Third
          Party's cost.

                     * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

     2.10 In the event that Tier enters into any agreement with SBS for the
          provision of the ASC Services the Parties will agree on any additional
          training requirements and the costs shall be borne by SBS save that
          SBS' liability for basic and additional training shall not exceed
          [***]in aggregate per FTE SBS Staff Services. Tier may provide such
          additional training to SBS at cost unless otherwise agreed between the
          Parties.

     2.11 In respect of training to be provided under Clause 2.9 SBS shall
          request the provision of such training from Tier in preference to any
          other supplier where Tier has the capability to provide such training.

     2.12 SBS shall establish the ASC Infrastructure in accordance with the
          provisions of Schedule 7.

3    PROGRAMME

     3.1  SBS shall Mobilise the SBS Staff Services in accordance with the
          payment profile in ATTACHMENT 1 to SCHEDULE 3 so as to reach a total
          of [***] SBS Staff Services at the end of the Ramp-Up Period.

  4  CALCULATION OF FEES

     4.1  In consideration of the Mobilisation of the SBS Staff Services by
          SBS pursuant to the payment profile in ATTACHMENT 1 to this SCHEDULE,
          Tier (and/or Third Party) shall become liable for payment to SBS at
          the relevant rate for such provision, in accordance with the Payment
          Profile defined in Paragraph 5 below.

     4.2  At the end of the first Calendar month of the Ramp-Up Period SBS
          shall calculate a sum equivalent to [***] of those SBS Staff
          Services Mobilised in that Calendar month (the "FTE SBS Staff Services
          Rate").

     4.3  At the end of each subsequent Calendar month during the Ramp-Up
          Period SBS shall calculate the FTE SBS Staff Services Rate in respect
          of the preceding month. Having calculated such sum SBS shall aggregate
          the FTE SBS Staff Services Rates from the date of commencement of the
          Ramp-Up Period to the date on which the calculation is made in order
          to calculate a further sum equivalent to the average of the FTE SBS
          Staff Services Rates (the "Average Mobilised Rate"). For the avoidance
          of doubt in no event shall the Average Mobilised Rate be more than
          [***].

                     * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

     4.4  At the end of the Calendar month immediately following the end of
          the Ramp-Up Period, the Average Mobilised Rate shall become fixed for
          the remainder of the Contract Period.

     4.5  SBS Staff Services shall be charged to Tier (and/or a Third Party)
          at the following rates:

          4.5.1   for Mobilised FTE SBS Staff Services directly Utilised by Tier
                  (and/or a Third Party) at a commercial rate agreed between the
                  Parties taking into account the then current market conditions
                  for such services on a like for like comparison (the "Utilised
                  Rate");

          4.5.2   for Mobilised FTE SBS Staff Services NOT directly Utilised by
                  Tier and/or a Third Party at the Average Mobilised Rate per
                  Mobilised FTE;

          4.5.3   for the avoidance of doubt, where the Utilised Rate is to be
                  charged to Tier, SBS Accommodation Services shall be
                  additionally charged.

     4.6  The rates set out in this Paragraph 4 will be exclusive of value
          added tax but will be deemed to be inclusive of any other forms of tax
          levies, imposts, charges, fees and/or duties applicable from time to
          time.

5    PAYMENT

     5.1  In accordance with the payment profile given in ATTACHMENT 1 to
          SCHEDULE 3 SBS shall invoice Tier as follows;

          5.1.1   for the fees due for the Mobilised FTE SBS Staff Services
                  supplied to Tier in the period from the last invoice to the
                  then current date calculated using the Average Mobilised Rate;
                  and

          5.1.2   for the fees due for the Utilised FTE SBS Staff Services
                  supplied to Tier in the period from the last invoice to the
                  then current date calculated using the Utilised Rate; less

          5.1.3   any deductions for FTE Utilised SBS Staff Services supplied to
                  a Third Party in the period from the last invoice to the then
                  current date calculated by deducting the equivalent number of
                  the so Utilised FTE SBS Staff Services from the number of
                  Mobilised FTE SBS Staff Services provided by SBS in the same
                  period;
<PAGE>

                  save and unless the total sum becoming payable under an
                  invoice raised in accordance with the provisions of Paragraph
                  5.1 above, is a sum of less than one hundred pounds
                  ((Pounds)100), in which case no invoice will be raised for the
                  period in question, and any sums due will be carried over to
                  the next period.

     5.2  Invoices raised in accordance with this paragraph 5 shall be
          deducted against any outstanding balance of the SBS Staff Services
          Minimum Total Commitment.

6    DISCHARGE OF THE SBS STAFF SERVICES MINIMUM TOTAL COMMITMENT

     6.1  The SBS Staff Services Minimum Total Commitment shall be fully
          discharged immediately upon;

          6.1.1   Tier having paid invoices in respect of the Mobilised FTE SBS
                  Staff Services in an amount equal to the SBS Staff Services
                  Minimum Total Commitment; or

          6.1.2   Tier and/or a Third Party Utilising the Mobilised FTE SBS
                  Staff Services in an amount equal to or greater than the Total
                  Available Man Months for Utilisation. For the avoidance of
                  doubt:

                   [***]

                   6.1.2.2 if a Third Party introduced to SBS by Tier terminates
                           its contract with SBS in respect of the ASC Services
                           on the basis of SBS' default, the Utilisation of SBS
                           Staff Services under that Third Party contract shall
                           continue to count against the SBS Staff Services
                           Minimum Total Commitment for the whole committed
                           period that the contract would have run but for SBS'
                           default; or

          6.1.3   Failing that Tier being invoiced for the Mobilised FTE SBS
                  Staff Services that are not Utilised up to an amount equal to
                  the SBS Staff Services Minimum Total Commitment.

     6.2  Tier may request at any time that some or all of SBS Staff Services
          be transferred to Tier in accordance with the TUPE Regulations. In the
          event that such a transfer takes place Tier's liability to SBS in
          respect of the SBS Staff Services so transferred shall be
          extinguished.

                     * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

     6.3  At the end of the Contract Period (save for early termination in
          accordance with Clauses 14 or 24) if Tier has not discharged its SBS
          Staff Services Minimum Total Commitment in accordance with the
          provisions of Paragraph 6 above then SBS shall raise an invoice for
          the remaining amount in respect of the Total Available Man Months for
          Utilisation not Utilised by Tier or a Third Party. For the avoidance
          of doubt the rate to be used in any such calculation of the invoice
          sum shall be the Average Mobilised Rate. In no event shall Tier have
          to pay in excess of the SBS Staff Services Minimum Total Commitment.

     6.4  Tier shall pay any invoice raised by SBS in accordance with
          paragraph 6.3 within sixty (60) Working Days from the date of receipt.

7    SUCCESS FEES

     7.1  During the Contract Period Tier's Success Fees shall be calculated
          in accordance with the following;

          7.1.1   For any Third Party opportunity comprising of Business
                  Development Activity, Proposal Development Activity and
                  Proposal Submission Activity or any parts thereof that does
                  not reach the Formal Commitment Stage, the Success Fee payable
                  by SBS to Tier shall be [***].

          7.1.2   For any Third Party opportunity comprising of a complete end-
                  to-end process of Business Development Activity, Proposal
                  Development Activity and Proposal Submission Activity that
                  concludes by reaching the Formal Commitment Stage and where
                  the said Third Party opportunity Utilises less than fifty (50)
                  Mobilised FTE SBS Staff Services for the remainder of the
                  Contract Period, the Success Fee shall be [***].

          7.1.3   For any individual Third Party opportunity comprising of a
                  complete end-to-end process of Business Development Activity,
                  Proposal Development Activity and Proposal Submission Activity
                  that concludes by reaching the Formal Commitment Stage and
                  where the said Third Party opportunity Utilises fifty (50) or
                  more Mobilised FTE SBS Staff Services for the remainder of the
                  Contract Period, the Success Fee shall be [***].

          7.1.4   For any Third Party opportunity comprising of a complete end-
                  to-end process of Business Development Activity, Proposal
                  Development Activity and Proposal Submission Activity that
                  concludes by reaching the Formal Commitment Stage after Tier
                  has Utilised [***] SBS Staff Services and the said Third
                  Party opportunity Utilises any number of Mobilished FTE

                     * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

                  SBS Staff Services in excess of those [***]
                  the Success Fee shall be [***].

     7.2  Success Fees falling due under the provisions of this Paragraph 7
          shall be invoiced to SBS on the effective date of the agreement with
          the Third Party unless otherwise agreed by the Parties.

                     * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

                          ATTACHMENT 1 to SCHEDULE 3

     Mobilisation Programme and Payment Profile for the SBS Staff Services
     ---------------------------------------------------------------------

1    INTRODUCTION

     1.1  SBS shall Mobilise the SBS Staff Services in accordance with the
          Programme identified in the following table.

     1.2  Tier shall pay SBS for Mobilised SBS Staff Services in accordance
          with the Payment Profile identified in the following table.

     1.3  Deductions to the following payments shall be made in respect of all
          Utilised SBS Staff Services.

2    ASSUMPTIONS

     2.1  Mobilised Rate for Calculations is [***]. This figure shall be
          substituted by the Average Mobilisation Rate, on a bi-monthly basis,
          until the end of the Ramp-Up Period.

     2.2  No allowances have been made for Utilised SBS Staff Services.
          Adjustments to the Payment Profile will be made on a bi-monthly basis
          to reflect any Utilisation of the SBS Staff Services.

                     * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

                                    [***]

                                                                              68

                      *CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

                                    [***]

                                                                              69

                      *CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

                                    [***]

                                                                              70

                      *CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

                                   SCHEDULE 4

Agreement Covering the Provision of ASC Services from SBS to Tier and/or a Third
--------------------------------------------------------------------------------
                                     Party
                                     -----


1    INTRODUCTION

     1.1  The provisions of this SCHEDULE 4 shall determine the way in which the
          Parties shall contract with Third Parties and will establish the terms
          upon which they will so do.

2    CONTRACTUAL RELATIONSHIPS

     2.1  SBS shall, in the provision of ASC Services either to Tier and/or a
          Third Party, enter into agreements separate from this Agreement with
          those Parties. The said agreements will, wherever possible, contain
          minimum twelve (12) month termination and/or exit provisions.

     2.2  Where the ASC Services are to be provided to a Third Party, SBS and
          Tier shall use reasonable endeavours to ensure that the agreement for
          the provision of those ASC Services is established on substantially
          the same terms and conditions as those intended by the provisions of
          this SCHEDULE 4, taking into consideration always, the requirements of
          any Third Party.

     2.3  In any such agreement with Tier and/or a Third Party the scope of the
          ASC Services to be provided by SBS shall cover the following generic
          areas:

          [***]

                  [***]

                  [***]

                  [***]

                  [***]

          [***]

                     * CONFIDENTIAL TREATMENT REQUEST(ED)

                                                                              71
<PAGE>

     [***]

          [***]

          [***]

          [***]

     [***]

3    MASTER SERVICES SUPPLY AGREEMENT FORM

     3.1  Within six (6) Calendar months from the Effective Date, SBS shall
          prepare a Master Services Supply Agreement for review by Tier. Tier
          shall review the Master Services Supply Agreement within thirty (30)
          Calendar Days of receipt from SBS and shall notify SBS of any
          suggested revisions to the Master Services Supply Agreement, which
          shall be either incorporated into the Master Services Supply Agreement
          by SBS or discussed and resolved at a specially convened meeting of
          the representatives of the Parties. The agreed Master Services Supply
          Agreement shall be incorporated into this Agreement and, in particular
          this SCHEDULE 4, by way of a Change Control Note.

     3.2  From the date of that Change Control Note referred to in Paragraph 3.1
          of this SCHEDULE 4, the said Master Services Supply Agreement, shall
          become the de facto proforma agreement for the supply of ASC Services.

                     * CONFIDENTIAL TREATMENT REQUEST(ED)

                                                                              72
<PAGE>

                                  SCHEDULE 5

     Commercial Principles Concerning the Assignment of [***]
     ---------------------------------------------------------------------


1    INTRODUCTION

     1.1  This Schedule is intended to define the principles relating to the
          possible assignment of [***] subject to the terms of the yet to be
          defined Deed of Assignment to be established on the principles as
          herein described.

     1.2  For the avoidance of doubt, any agreed assignment of [***] shall take
          the form of a Deed of Assignment, an agreement separate from this
          Agreement (and having full force and effect) between [***], on terms
          and conditions to be agreed.

2    CONDITION PRECEDENT

     2.1  It shall be a condition precedent to the provisions of this SCHEDULE 5
          taking effect that [***] shall obtain unequivocal and irrevocable
          agreement from [***] to assign the benefits and burdens (subject to
          any terms and conditions that they require) of [***]. In the event
          that such permission as aforesaid is not obtained the provisions of
          this SCHEDULE 5 shall become null and void on both Parties without
          liability of any kind accruing to them.

     2.2  For the avoidance of doubt, the failure by [***] to obtain any
          necessary consents from [***] to assign [***] shall not constitute a
          default hereunder and all other obligations, save for those relating
          to this SCHEDULE 5, shall remain unchanged.

3    DUE DILLEGENCE

     3.1  Without prejudice to the provisions of Paragraphs 1 and 2 of this
          SCHEDULE 5, the Parties may wish to carry out comprehensive technical
          and commercial due diligence exercises and the other Party agrees to
          offer such opportunity and such assistance as necessary to conclude
          such exercises.

                     * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

     3.2  In the event that the Parties do not proceed to a Deed of Assignment
          or information was discovered during due diligence that prevented
          either of them proceeding to further agreement, then the full costs
          incurred by the Parties during the due diligence exercise shall be
          borne by the Party incurring such costs, unless agreement to the
          contrary in certain individual cases are otherwise agreed in writing
          between the Parties.

4   PROGRAMME

    4.1   Without prejudice to the provisions of Paragraphs 1 and 2 of this
          SCHEDULE 5, upon [***] obtaining that permission required by virtue of
          the provisions of Paragraphs 1 and 2 of this SCHEDULE 5, the Parties
          shall commence discussions for the establishment of the detailed plans
          for carrying out any necessary due diligence, any necessary
          contractual preparation for continued uninterrupted delivery of [***],
          including transition arrangements and the like, which will cover [***]
          and the like.

     4.2  Without prejudice to any other provisions of this SCHEDULE 5, the
          Parties are cognisant of the fact that the Parties have agreed a price
          [***]at the time of entering into this Agreement. The Parties also
          acknowledge and accept that the said price is calculated using a cost
          model agreed between the Parties for such purpose and that the said
          price is subject to revision as a consequence of inter alia the
          effluxion of time from the Effective Date and incoming cashflow
          effects and/or all or any of those matters identified in Paragraph 3
          above. Accordingly, the foregoing provisions of this Paragraph 4.2
          shall be considered in any such discussions contemplated by virtue of
          the provisions of Paragraph 4.1.






                     * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

                                  SCHEDULE 6

                                   PROFORMAS
                                   ---------

1    INTRODUCTION

     1.1  This SCHEDULE 6 contains Proformas to be used pursuant to the
          provisions of this Agreement during the Contract Period.

     1.2  Only properly executed documents constructed in accordance with the
          principles contained in this Agreement using the proformas contained
          in this SCHEDULE 6 shall be accepted by the Parties under this
          Agreement.
<PAGE>

                          ATTACHMENT 1 TO SCHEDULE 6

                          Form of Change Control Note
                          ---------------------------

--------------------------------------------------------------------------------

                         CHANGE CONTROL NOTE NO: Ref :

     This CHANGE CONTROL NOTE is issued pursuant to Clause 24 of the Agreement
     dated [date of the Agreement] between Tier Technologies (United Kingdom)
     Inc. and Siemens Business Services Limited.

     It is now hereby agreed by the signatories below, acting as authorised
     representatives of their respective companies, that the above referenced
     contract shall be amended as detailed below;


--------------------------------------------------------------------------------

           DESCRIPTION OF CHANGES TO THE ABOVE REFERENCED CONTRACT:





--------------------------------------------------------------------------------

Issued by:                             Agreed by:

Signature .......................      Signature: ..............................

Printed Name: ...................      Printed Name: ...........................

Title: ..........................      Title: ..................................

Date: ...........................      Date: ...................................

--------------------------------------------------------------------------------
<PAGE>

                           ATTACHMENT 2 TO SCHEDULE 6

                              Form of Workpackage
                              -------------------

1    INTRODUCTION

     1.1  The specific format of each Workpackage shall be agreed between the
          Parties on a case by case basis. Considerations in determining such
          format should include, but not be limited to, Third Party
          requirements, complexity and size, scope of the Consultancy Services
          and duration of the task.

2    CONTENTS

     2.1  Each Workpackage is likely to include as a minimum;

          2.1.1   A reference to this Agreement.

          2.1.2   Appropriate approvals from SBS, Tier and the Third Party (if
                  applicable).

          2.1.3   Contents page.

          2.1.4   A project definition.

          2.1.5   Stated terms of reference and objectives.

          2.1.6   Responsibilities of the parties involved in the Workpackage
                  activity.

          2.1.7   Workpackage breakdown, complete with a description of the
                  Consultancy Services to be provided.

          2.1.8   Clearly identified deliverables, resource requirements
                  expressed in man days per consultant type and indicative costs
                  and time to complete.
<PAGE>

                           ATTACHMENT 3 TO SCHEDULE 6

                               Form of Timesheet
                               -----------------

                                                                              78
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                           TIER TECHNOLOGIES (UNITED KINGDOM) INC. CONSULTANCY SERVICES PROVISION TO SBS

---------------------------------------------------------------------------------------------------------------------------------
                                                                                          CHARGEABLE HOURS
---------------------------------------------------------------------------------------------------------------------------------
Name                      Activity          Expenses   Materials
                       Description or        to be      to be        Mon     Tues     Weds    Thurs    Fri    Sat    Sun
        Role/Position   Workpackage         Claimed    Claimed
                           Number            (Y/N)      (Y/N)
---------------------------------------------------------------------------------------------------------------------------------
<S>     <C>            <C>                  <C>        <C>           <C>     <C>      <C>     <C>      <C>    <C>    <C>




--------------------------------------------------------------------------------------------------------------------------------
                                                                                                 TOTAL CHARGEABLE  -
--------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------------------------------------------------------------------------------
   Total            Total           Total          Daily Rate
 Overtime          Standard       Chargeable         Pound's      Total Pound's
   Hours            Hours          Hours
----------------------------------------------------------------------------------------------------------
 <S>               <C>
      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -

      -              -               -                              (Pounds)  -
------------------------------------------------------------------------------------------------------------
                Hours                -            Pound             (Pounds)
------------------------------------------------------------------------------------------------------------
TIMESHEET AUTHORISED BY: SIEMENS BUSINESS SER    TIMESHEET ISSUED BY: TIER TECHNOLOGIES (UNITED KINGDOM) INC.

------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                              79
<PAGE>

                                  SCHEDULE 7

                              ASC Infrastructure
                              ------------------

1    INTRODUCTION

     1.1    This SCHEDULE 7 describes the infrastructure to be established by
            SBS and at SBS? cost, to facilitate the provision of the ASC
            Services to a Third Party or to Tier.

     1.2    It shall be a condition precedent to forward capital and/or resource
            investment other than the facilities and resources currently in
            place into the ASC Infrastructure that at least one Third Party
            agreement or an agreement with Tier is entered into (which shall be
            determined by the reaching of the Formal Commitment Stage) by SBS
            for the provision of ASC Services. SBS shall not be required to
            perform any obligations contained in this SCHEDULE 7 until and
            unless the said condition precedent is met.


2    LOCATION OF THE ASC INFRASTRUCTURE

     [***]

3    ESTABLISHMENT OF THE ASC INFRASTRUCTURE

     3.1    Without prejudice to the Paragraph 1.2 above, within three (3)
            Calendar months from the Effective Date, SBS shall prepare a ASC
            Infrastructure Specification for review by Tier. Tier shall review
            the ASC Infrastructure Specification within ()thirty (30) Working
            Days of receipt of the ASC Infrastructure Specification from SBS and
            shall notify SBS of any suggested revisions to the ASC
            Infrastructure Specification, which shall be either incorporated
            into the ASC Infrastructure Specification by SBS or discussed and
            resolved at a specially convened meeting of the ASG. The agreed ASC
            Infrastructure Specification shall be signed as approved by each
            Party.

     [***]

            [***]

                     [***]

                     * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

                                    [***]




                                    [***]


     3.4    SBS agrees to submit to Tier at Calendar monthly intervals during
            the implementation of the ASC Infrastructure progress reports.

     3.5    SBS and Tier agree to hold management review meetings to discuss and
            review progress on the implementation of the ASC Infrastructure.
            Such meetings shall be held at such intervals as the Parties shall
            agree.

                      * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

     3.6    The Parties recognise that during the implementation of the ASC
            Infrastructure the requirements relating to it may change. If either
            Party identifies the need for any such change, such Party shall
            first advise the other Party in writing of such proposed change and
            the reasons therefor. The Parties shall meet to discuss such
            proposed change and in the event that they jointly agree that such
            change is necessary, the Parties shall execute a Contract Change
            Note.
<PAGE>

                                  SCHEDULE  8

                                 Benchmarking
                                 ------------

1    INTRODUCTION

     1.1    The Parties agree to the principle of benchmarking and market
            testing to ensure the costs of the Consultancy Services and/or the
            ASC Services provided to each other under this Agreement are
            competitive in respect of those provided to their other customers of
            a similar size and nature and that overall they respectively remain
            competitive within the market at large providing the subject
            Consultancy Services and/or the ASC Services during the period of
            this Agreement. The Parties agree, to ensure that there are no
            ambiguities in relation to the Parties? understanding of how this is
            measured, it will be necessary to agree a structure around which
            these benchmark measurements are to be taken. The principles of such
            structures shall include, but not be limited to:

            1.1.1  each service offered shall be capable of being benchmarked;

            1.1.2  in such benchmarking systems, where a benchmark reveals a
                   variance, the said systems shall define the mechanisms for
                   making any necessary adjustments such as inter alia immediate
                   adjustment, future adjustment, price variation etc;

            1.1.3  each benchmarking system will contain a requirement for a
                   regular review to ensure that the costs of providing the
                   services one to the other will at all times be competitive in
                   relation to then current equivalent service offerings
                   available to each Party in the market place as a whole.

     1.2    For the purposes of benchmarking under this Schedule 8 companies
            that are considered at the date of this Agreement to provide similar
            Consultancy Services include Arthur Anderson, PriceWaterhouse
            Coopers, Deloitte & Touche and KPMG, and companies considered at the
            date of this Agreement to provide similar services to the ASC
            Services include Arthur Anderson, Capita and EDS.
<PAGE>

                                    ANNEX 1

                      Insurance Policies of Tier and SBS
                      ----------------------------------
<PAGE>

                                    ANNEX 2

       AGREEMENT FOR THE PROVISION OF SBS STAFF SERVICES FROM SBS TO TIER
       ------------------------------------------------------------------

THIS AGREEMENT is made on           day of

BETWEEN:

(1)  Tier Technologies (United Kingdom) (Inc) a company incorporated in Delaware
     whose Registered Address is situated at 1013 Centre Road, Wilmington, New
     Castle County, Delaware, USA (?Tier?); and

(2)  Siemens Business Services Limited whose Registered Address is situated at
     Siemens House, Oldbury, Bracknell, Berkshire RG12 8FZ (?SBS?)


hereinafter collectively referred to as ?the Parties?.


RECITALS


Recital (A)  Tier and SBS entered into an Alliance Agreement on 1999. Under the
             Alliance Agreement Tier agreed to provide Consultancy Services to
             SBS and SBS agreed to provide SBS Staff Services for Utilisation in
             the ASC Services.


Recital (B)  Tier had an option under the Alliance Agreement to require SBS to
             enter into a new and separate agreement under which Tier would
             create opportunities for SBS to Utilise the SBS Staff Services.
             Pursuant to this option, Tier and SBS agree to enter into this
             Agreement on the terms and conditions contained herein.


Recital (C)  All the defined terms used in this Agreement shall have the same
             meaning as in the Alliance Agreement unless otherwise specified.


IT IS NOW HEREBY AGREED AS FOLLOWS:

1   PURPOSE

    1.1    The Parties shall enter into this Agreement on terms identical to
           Clauses 4, 5, 6, 11, 13 ? 22, 25 ? 35 and Schedule 1 in the Alliance
           Agreement and otherwise agree the terms and conditions set out
           herein.

    1.2   The purpose of this Agreement is stipulate the provisions, terms and
          conditions used which SBS will provide SBS Staff Services and the ASC
          Services [***]

                     * CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

    1.3   For the avoidance of doubt SBS is under no obligations to procure
          Consultancy Services from Tier under this Agreement and Tier is under
          no obligation to provide any such Consultancy Services to SBS.

2   TERM

    The Parties agree that this Agreement shall have full force and effect for a
    period of two and a half years from the date of this Agreement.

3   THE ASC SERVICES

    3.1    SBS shall:

           3.1.1  make available the same types of services currently existing
                  in the ASC Services or any additional services agreed between
                  the Parties and set out in the Business Development
                  Methodology or otherwise agreed;

           3.1.2  enter into Agreements with Tier and/or Third Parties separate
                  from this Agreement for the performance and delivery of such
                  ASC Services, such Agreement to be based on the Master
                  Services Supply Agreement unless expressly otherwise required
                  by the Third Party;

           3.1.3  promptly notify Tier of any delay in performance of the ASC
                  Services;

           3.1.4  provide the ASC Services in accordance with service levels
                  agreed with Third Parties;

           3.1.5  ensure that the ASC Services conform to any quality
                  requirements and/or specifications stated in this Agreement or
                  as agreed by SBS in any agreement with a Third Party;

           3.1.6  charge such rates for use of the ASC Services which are
                  competitive by reference to the benchmarking procedure
                  described in SCHEDULE 8 of the Alliance Agreement;

           3.1.7  have the right, power, authority and capability to provide the
                  ASC Services in accordance with this Agreement or any other
                  arrangement or Agreement with Tier and/or a Third Party;

           3.1.8  comply will all laws and regulations including relevant health
                  and safety legislation I the provision of the ASC Services;
<PAGE>

           3.1.9  use reasonable endeavours to maintain the ASC Infrastructure
                  in order to provide the ASC Services in accordance with this
                  Agreement.

      3.2  The Parties may elect to incorporate the provision of the ASC
           Services as a sub-contract to Tier in any Agreement with a Third
           Party, in which case Tier and SBS shall enter into a separate
           Agreement for that supply of ASC Services the form of that Agreement
           being the Master Services Supply Agreement unless otherwise agreed
           between the Parties.

4     SBS STAFF SERVICES

      4.1   SBS shall:

            4.1.1  Mobilise sufficient FTE SBS Staff Services for Utilisation by
                   Tier and/or a Third Party in order to meet all requests for
                   the ASC Services made by Tier and/or Third Parties introduced
                   by Tier to SBS during the term of this Agreement. In the
                   event that SBS are unable to Mobilise SBS Staff Services SBS
                   shall recruit sufficient SBS Staff Services externally such
                   recruitment costs to be at SBS? cost.

            4.1.2  continue to procure the training of all SBS Staff Services
                   during this Agreement as set out in SCHEDULE 3 of the
                   Alliance Agreement;

            4.1.3  ensure that appropriate instructions and directions are given
                   to the SBS Staff Services to provide the ASC Services in
                   accordance with Agreements entered into with Third Parties
                   and/or Tier.

5   PAYMENT

    5.1  Tier shall be entitled to [***]of any Net Margin (as defined below)
         made on any Third Party contract entered into with SBS for the
         provision of the ASC Services pursuant to Tier?s introduction of that
         Third Party to SBS.

    5.2  In respect of each such Third Party contract SBS shall pay Tier [***]of
         any Net Margin (as defined below) calculated at the end of each six
         month period payable in arrears for the duration of each Third Party
         contract.

    5.3  At the end of the period of any such Third Party contract the Net
         Margin for the whole of that Third Party contract period shall be
         calculated and reconciliation payments made to Tier as necessary.

                      *CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

   5.4  For the purposes of this Clause 5 ?Net Margin? means all profit arising
         out of a Third Party contract before the deduction of any tax less any
         direct costs incurred in relation to such Third Party contract,
         including a proportionate element of costs of assets shared between SBS
         projects provided that such shared assets are directly used in the
         delivery of that Third Party Contract.

    5.5  Tier may dispute the amount of any monies paid to it in accordance with
         Clause 5.1 within thirty (30) Calendar days of payment being made to it
         by giving SBS written notice setting out the basis of the dispute.
         Where such a dispute arises or SBS fails to pay Tier its [***]of any
         Net Margin due under Clause 5.1 the Parties shall use reasonable
         endeavours to settle the dispute amicably failing which the provisions
         of Clause 21 of the Alliance Agreement will apply.

    5.6  All payments to be made under this Agreement shall be made in full
         without any set off, restriction or condition and without deduction for
         or on account of any counterclaim.

    5.7  Tier shall have access to SBS? accounts in accordance with the
         provisions of Clauses 12.8 and 12.9 of the Alliance Agreement.

    5.8  For the avoidance of doubt there shall be no additional payments in
         respect of a Success Fee.

6   DEFAULT IN PERFORMANCE

    6.1  In the event that SBS are unable to provide any SBS Staff Services in
         order to perform the ASC Services for Tier and/or a Third Party SBS
         shall be in default of this Agreement and Tier shall be entitled to
         serve a default notice requiring SBS to remedy the default within
         thirty (30) Working Days.

    6.2  In the event that SBS fail to pay Tier any sums due to Tier in respect
         of Net Margin made as a result of any Third Party contract for the ASC
         Services SBS shall be in default of this Agreement and Tier shall be
         entitled to serve a default notice requiring SBS to pay within thirty
         (30) Working Days.

    6.3  In the event that SBS commits three defaults under either Clause 6.1 or
         6.2 within a period of six (6) Calendar months Tier shall be entitled
         to terminate this Agreement in accordance with the provisions of Clause
         7 below.

                      *CONFIDENTIAL TREATMENT REQUEST(ED)
<PAGE>

7   TERMINATION

    7.1  This Agreement may be terminated for default as set out in Clause 6
         above or for insolvency as set out in Clause 23 of the Alliance
         Agreement.

    7.2  In the event of termination pursuant to Clause 6 SBS shall pay Tier
         forthwith any sums due and owing in respect of Third Party contracts
         for the ASC Services at the date of termination.


SIGNED AND AGREED for and on behalf of Tier Technologies (United Kingdom) Inc.

Signature:                               Date:

Name:                                    Status:



SIGNED AND AGREED for and on behalf of Siemens Business Services Limited

Signature:                               Date:

Name:                                    Status:
<PAGE>

                                    ANNEX 3

                      THE BUSINESS DEVELOPMENT METHODOLOGY
                      ------------------------------------

1   PURPOSE

    1.1  The purpose of this document is to describe the processes to be
         followed by the Parties to support the Business Development Activity
         contemplated under this Agreement.

    1.2  In particular this document is established for the specific purposes
         set out in Clause 6.2 of the Agreement.

2   APPROACH

    2.1  The Alliance Managers shall review, document and agree, at each
         Calendar monthly meeting;

         2.1.1  In respect of new, anticipated or emerging Third Parties;

                   2.1.1.1  sales opportunities for the forthcoming six Calendar
                            month period and those Third Parties to be
                            approached in the forthcoming Calendar month;

                   2.1.1.2  the qualification criteria to be used in respect of
                            each new, anticipated or emerging Third Party
                            identified in Paragraph 2.1.1.1 above;

                   2.1.1.3  the sales campaign, action plan and resourcing
                            requirements to be deployed in respect of each new,
                            anticipated or emerging Third Party identified in
                            Paragraph 2.1.1.1 above;

                   2.1.1.4  any activities required by the VRB;

                   2.1.1.5  which Party is to be responsible for the activities
                            arising from Paragraphs 2.1.1.3 and 2.1.1.4 above;

                   2.1.1.6  to agree on the allocation of resources to support
                            those activities required by Paragraph 2.1.1.5.

        2.1.2    In respect of those anticipated or emerging Third Parties
                 previously identified by the Parties pursuant to Paragraph
                 2.1.1.1. above:

                   2.1.2.1  Business Development Activity planned and undertaken
                            in the previous Calendar month and that anticipated
                            in the forthcoming Calendar month;
<PAGE>

                   2.1.2.2  Proposal Development Activity planned and/or
                            undertaken in the previous Calendar month and that
                            anticipated in the forthcoming Calendar month;

                   2.1.2.3  Proposal Submission Activity planned and/or
                            undertaken in the previous Calendar month and that
                            anticipated in the forthcoming Calendar month;

                   2.1.2.4  qualification criteria, sales campaign, action plan
                            and resourcing requirements and their ongoing
                            applicability, and whether or not to discontinue any
                            identified Third Party opportunity identified
                            pursuant to Paragraph 2.1.1.1 above;

                   2.1.2.5  any activities required by, the progress thereof,
                            and any decisions made by, the VRB and the reasons
                            for any such decisions;

                   2.1.2.6  to review the ongoing allocation of resources to
                            support those activities required by Paragraph
                            2.1.2.5.

       2.2    The documents referred to in this paragraph 2 shall be updated as
              necessary and reviewed as agreed between the Parties.

AS WITNESS the hands of the Parties hereto the day and year first hereinbefore
written:

SIGNED AND AGREED for and on Behalf of Tier Technologies (United Kingdom) Inc.

Signature:____________________________     Date:__________________________

     Name:____________________________   Status:__________________________

SIGNED AND AGREED for and on Behalf of Siemens Business Services Limited

Signature:____________________________     Date:________________________

     Name:____________________________   Status:________________________