LICENSE AND OPTION AGREEMENT

         This License and Option Agreement (hereinafter  "Agreement") is entered
into  as of July  1,  1999 by and  between  Automated  Solutions,  Inc.,  a Utah
corporation  (hereinafter  "Licensor") and PrimeSource  Communications Holdings,
Inc., a Delaware corporation,  or its authorized designee company, provided such
designee is a wholly-owned  subsidiary of PrimeSource  Communications  Holdings,
Inc., and is not a competitor of Licensor, (hereinafter together, "Licensee").

         WHEREAS,  Licensor  desires to license to Licensee  certain  technology
described herein below; and

         WHEREAS,  Licensor  desires to sell, and Licensee  desires to purchase,
certain  assets of Licensor as defined more clearly below and/or as shown in the
exhibits attached hereto; and

         THEREFORE, the parties hereby agree as follows:

1.       License Grant; Sublease; Equipment Lease.

         1.1 In  consideration  of the  non-refundable,  irrevocable  payment by
Licensee to Licensor of the sum of One Hundred Fifty Thousand Dollars ($150,000)
in  immediately  available  funds  (the  "License  Fee")  payable  $50,000  upon
execution  of this  Agreement  and the  remaining  $100,000 not later than 12:00
noon,  Friday,  July 2, 1999,  Licensor  hereby grants to Licensee a fully-paid,
non-exclusive, non-assignable, perpetual license to use the Licensor's presently
existing source code (the "Source Code") for Licensor's data extraction software
known as the "Neural  Cube?" and the "ADEPT  System?"  (collectively,  the "Data
Extraction  Technology")  solely in connection  with  Licensee's data extraction
service bureau business  whereby  Licensee  proposes to extract Current Data (as
such term is defined below) from paper forms and convert such data to electronic
files in a manner similar to Licensor's past practices (the "Field of Use"). For
purposes of this Agreement, "Current Data" shall mean data that has been entered
on paper forms by clients or customers or their affiliates no more than 180 days
prior to submission of such data to Licensee for  extraction  and  conversion to
electronic files.  Licensee's  license hereunder is limited to the Field of Use.
Licensee  acknowledges  that its rights in the Data  Extraction  Technology  are
limited to the license  granted  hereunder and that Licensor  retains all right,
title and  interest  in and to the Data  Extraction  Technology  except  for the
limited  license  specifically  granted to Licensee  hereunder.  Licensor hereby
grants  to  Licensee  a  fully-paid,  non-exclusive,  non-assignable,  perpetual
license to use the  Licensor's  trade names  "Neural  Cube?" and "ADEPT  System?
solely in the Field of Use. Licensee agrees to protect and to not denegrate such
trade  names,  or to modify,  alter,  change or revise  the Source  Code or Data
Extraction  Technology  or create  or  market  any  derivative  thereof.  If the
Licensee  does not  exercise the Option (as defined in Section 5 below) prior to
the  expiration  thereof,  Licensor shall deliver to Licensee the Source Code in
tape  medium.  Licensee  may engage  Licensor,  on mutually  agreeable  terms to
Licensor  and  Licensee to install  the Data  Extraction  Technology  for use by
Licensee at Licensor's facilities.

         1.2  Licensor  will  license  to  Licensee  all  upgrades  to the  Data
Extraction  Technology as and when such  upgrades are fully  developed and ready
for use;  provided,  however,  Licensee  shall, as a condition to receiving such
upgrade  licenses,  pay Licensor a  reasonable  and  competitive  license fee or
royalty in an amount mutually  agreeable to Licensor and Licensee.  In addition,
Licensor will license to Licensee ongoing Neural Cube?  training updates and bug
fixes as such  updates  and bug  fixes are  fully  developed  and ready for use;
provided,  however,  Licensee  shall,  as a condition to receiving such training
updates and bug fixes,  pay  Licensor  reasonable  license  fees or royalties in
amounts  mutually  agreeable  to Licensor  and  Licensee.  Except for  liability
resulting  from a breach of this  Agreement,  neither  party  shall be liable or
obligated under this Agreement or under contract,  negligence,  strict liability
or any other legal or equitable theory (i) for any amounts in excess of one half
of the  License  Fee  (in  the  case of the  Licensor)  or (in  the  case of the
Licensee)  amounts paid or owed by it hereunder  or (ii) for any  incidental  or
consequential  damages,  lost profits,  or lost or corrupted data or interrupted
use or costs  of  procurement  or  substitute  goods,  technology  or  services.
Licensor  makes no warranties to any person or entity with respect to either the
Data  Extraction  Technology or the licenses  granted  hereunder or any updates,
upgrades or improvements  thereto or any derivatives  thereof or any services or
licenses and disclaims all implied  warranties,  including  without  limitation,
warranties   of   merchantability,   fitness  for  a   particular   purpose  and
non-infringement.

<PAGE>

         1.3 The Data  Extraction  Technology  and the  Source  Code  constitute
proprietary, copyrighted, and confidential information and material of Licensor.
Licensee  hereby  agrees  to  keep  confidential  and  to  not  disclose  to any
third-party the Source Code or the Data Extraction Technology.  Licensee further
agrees to use the Source Code and the Data  Extraction  Technology only pursuant
to this License and only in the Field of Use.  Licensee  will bind its officers,
directors, employees and other persons under its control to this same obligation
of confidentiality and cause them to comply therewith.

         1.4 In the event of a breach of this  Agreement by  Licensee,  Licensor
may not be able to be adequately  compensated  by money  damages.  Consequently,
Licensor shall be entitled to an injunction  and other  equitable  remedies,  in
addition to any remedies  available at law,  without the  necessity of posting a
bond or proving actual damages.

         1.5 From the date hereof until 5:00 p.m. Mountain Daylight Time on July
16, 1999 (the "Sublease  Term"),  the Licensor hereby  subleases to Licensee and
Licensee hereby leases from Licensor the real property located at 1890 West 4000
South,  Roy, Utah (the "Real  Property")  and currently  leased by Licensor from
C.C.  Partnership  (the  "Landlord")  pursuant  to a real  property  lease dated
December  15, 1995,  a copy of which has been  delivered  to the  Licensee  (the
"Senior Lease"). During the Lease Term, Licensee shall have the right to use the
Personal  Property  listed on Exhibit "B" hereto in the Field of Use on the Real
Property and shall protect, preserve and maintain such Personal Property in good
working order and condition.  Licensee shall protect,  preserve and maintain the
Real  Property in good working order and  condition  during the Lease Term.  The
Licensee  agrees to (i) pay  Licensor on the date  hereof all  amounts  owing or
which are  expected  to become  owing by  Licensor  to the  Landlord  during the
Sublease  Term under the Senior  Lease  including  rent in the amount of $4,000;
(ii)  abide by and  honor  all of the  terms of the  Senior  Lease and not cause
Licensor to be in default thereunder;  and (iii) pay Licensor on the date hereof
$5,800 for utilities and telephone expenses,  $5,000 for equipment-related lease
and other  expenses for equipment  included in the Personal  Property  listed on
Exhibit "B" and $1,000 for office  supplies and other  expenses.  Licensee shall
pay all of its own operating and other expenses related to its business.

         1.6 Starting from and after 12:00 noon, Friday,  July 2, 1999, Licensor
shall  have the right to hire the  employees  of  Licensor  (except  Russell  W.
Wilding,  Brett Millar and Mike  Bailey).  Licensor  confirms its intent to hire
substantially  all of  Licensor's  employees on that date and assume  employment
related  responsibilities  and  obligations  with respect to the hired employees
from and after that date.

2.       Assignment.

         Neither  this  Agreement  nor  any  rights,   licenses  or  obligations
hereunder,  may be  assigned  by  Licensee  including  assignment  pursuant to a
merger, change of control or operation of law without the prior written approval
of Licensor, which approval shall not be unreasonably withheld. Without limiting
the  generality of the foregoing,  Licensor's  refusal to approve any assignment
shall not be deemed  unreasonable if Licensee  proposes to assign this Agreement
or any of its  rights,  licenses or  obligations  hereunder  to any  third-party
reasonably considered by Licensor to be a competitor of Licensor.

3.       Non-Compete Covenant.

         For a period of three years from and after the date of this  Agreement,
the Licensor will not engage  directly or  indirectly  in any business  activity
using the Data  Extraction  Technology  within  the  Field of Use.  If the final
judgment  of a  court  of  competent  jurisdiction  declares  that  any  term or
provision of this Section 3 is invalid or unenforceable,  the parties agree that
the court making the determination of invalidity or unenforceability  shall have
the power to reduce the scope,  duration,  or area of the term or provision,  to
delete  specific  words or phrases,  or to replace any invalid or  unenforceable
term or provision  with a term or provision  that is valid and  enforceable  and
that comes closest to expressing  the intention of the invalid or  unenforceable
term or provision,  and this Section 3 shall be enforceable as so modified after
the  expiration  of the time within which the  judgment may be appealed.  In the
event of a breach of this Agreement by Licensor,  Licensee may not be able to be
adequately  compensated  by  money  damages.  Consequently,  Licensee  shall  be
entitled  to an  injunction  and other  equitable  remedies,  in addition to any
remedies  available at law,  without the  necessity of posting a bond or proving
actual damages.

<PAGE>

4.       Assignment of Customer Contracts.

         To the extent  assignable,  Licensor  hereby  assigns to  Licensee  and
Licensee hereby assumes all of Licensor's  rights and obligations  under any and
all  agreements  between the Licensor and any of Licensor's  current  clients or
customers,  all of which contracts are identified on Exhibit "A" attached hereto
along with each  client's  company  name,  contact  name,  address and telephone
number. From and after the date hereof,  Licensee hereby agrees to hold Licensor
and its affiliates  harmless and indemnify  Licensor and its affiliates from and
against any and all obligations to the clients and customers referred to in such
contracts; provided however, Licensor shall hold Licensee harmless and indemnify
Licensee and its  affiliates  from and against any and all  obligations  to such
clients  and  customers  to the extent such  obligations  arose prior to July 1,
1999.

5.       Option Grant.

         As further consideration for this Agreement,  Licensor hereby grants to
Licensee an  exclusive  option (the  "Option")  to (i) assume the real  property
lease dated  December 15, 1995 by and between the Licensor and C.C.  Partnership
for the property located at 1890 West 4000 South,  Roy, Utah (the "Real Property
Lease");   and  (ii)  purchase  any  and  all  of  the   furniture,   equipment,
nonproprietary commercially available software and leasehold improvements listed
on  Exhibit  "B"  attached  hereto  (the  "Personal  Property")  and  assume all
obligations  with respect to the Personal  Property.  The Option shall expire at
5:00  p.m.  Mountain  Daylight  Time on July 16,  1999.  If  Licensee  elects to
exercise the Option,  Licensee shall (a) pay to Licensor and Licensor shall have
received prior to expiration of the Option,  immediately  available funds in the
amount of Two Hundred Fifty Thousand Dollars  ($250,000) (the "Option  Payment")
and (b) sign and deliver to Licensor the  Assignment  and  Assumption  Agreement
attached  hereto as Exhibit  "C." Upon receipt of the Option  payment,  Licensor
shall promptly,  (i) subject to the consent of C.C.  Partnership and pursuant to
the Assignment and Assumption  Agreement  attached hereto as Exhibit "C," assign
all of Licensor's right, title and interest in and to the Real Property Lease to
Licensee  and (ii)  execute  and  deliver to Licensee a bill of sale in the form
attached hereto as Exhibit "D"  transferring  the Personal  Property to Licensee
"as-is" "where-is", without warranty of any kind.

<PAGE>

6.       Limited Representations.

         Licensor represents and warrants to the Licensee that Licensor owns and
has the right and power to (i) grant the  License set forth  above,  (ii) assign
the Real Property Lease subject to the consent of C.C. Partnership, (iii) assign
all of the assignable contracts listed on Exhibit "A" and (iv) sell and transfer
the Personal Property.

7.       No Brokers.

         Neither the  Licensor,  nor the Licensee  has  retained  nor used,  and
neither  will retain nor use,  the  services  of a broker or finder  which would
result  in the  imposition  of a fee  upon the  Licensee,  the  Licensor  or the
property of Licensor  should the  transaction  contemplated by this Agreement be
consummated.

8.       Governing Law.

         This  Agreement  shall be governed by the internal laws of the State of
Utah.

9.       Notices.

         All notices and other communications  hereunder shall be in writing and
shall be furnished by hand  delivery,  registered or certified  mail,  reputable
overnight  courier or facsimile to the parties at the addresses set forth below.
Any such  notice  shall be duly  given  upon  the  date it is  delivered  to the
addresses shown below, addressed as follows:

    If to Licensee:                                 If to Licensor:

    PrimeSource Communications Holdings, Inc.       Automated Solutions, Inc.
    6955 Union Park Center #390                     1890 West 4000 South
    Midvale, Utah 84047                             Roy, Utah 84067-3131
    Attn:  David Shepardson                         Attn:  Russell W. Wilding
    Fax:  (801) 562-1441                            Fax:  (801) 395-6197

10.      Severability.

         If  any  provision  of  this   Agreement   shall  be  held  invalid  or
unenforceable  to any  extent,  the  remainder  of this  Agreement  shall not be
affected and shall be enforceable to the greatest extent  permitted by law. This
Agreement  contains the entire  agreement  between the Licensor and the Licensee
with regard to the matters set forth herein.

11.      Counterparts.

         This Agreement may be executed in  counterparts  by facsimile,  each of
which  shall  be  enforceable   against  the  parties  actually  executing  such
counterparts, and all of which together shall constitute one instrument.

         IN WITNESS  WHEREOF,  the  Licensor  and Licensee  have  executed  this
License and Option Agreement through their authorized  signatories  effective as
of the date first above written.

                                        AUTOMATED SOLUTIONS, INC.

                                        By: /s/ Russell W. Wilding
                                            --------------------------------
                                            Russell W. Wilding, President


                                        PRIMESOURCE COMMUNICATIONS
                                        HOLDINGS, INC.

                                        By:  /s/ Thomas E. Aliprandi
                                             -----------------------
                                             Thomas E. Aliprandi, President/CEO

<PAGE>

                                   EXHIBIT "A"

                          CLIENT AND CUSTOMER CONTRACTS

         1.       Roadrunner Trucking, dated March 31, 1997
         2.       Covenant Transport, dated March 6, 1997
         3.       Kaplan Trucking, dated May 14, 1997
         4.       Bud Meyer Truck Lines, dated March 21, 1997
         5.       IC One, dated August 13, 1997
         6.       Net T Tech, dated October 27, 1997
         7.       Global Health Trax, dated November 20, 1997
         8.       Morinda, dated November 26, 1997
         9.       CCG, dated April 17, 1998
         10.      Franklin Covey, dated May 11, 1998
         11.      P5, dated July 1, 1998 (requires prior written consent of P5
                  in order to assign agreement)
         12.      Ogden Clinic, dated March 1, 1999
         13.      Pepsi-Cola Company, dated March 16, 1999
         14.      Wal*Mart Stores, Inc., dated April 15, 1999
         15.      Interim, Inc., dated [______]


                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         This Assignment and Assumption  Agreement (the "Assignment  Agreement")
is dated as of July 22,  1999,  and is  entered  into by and  between  Automated
Solutions, Inc., a Utah corporation ("Automated") and PrimeHoldings.Com, Inc., a
Delaware  corporation  ("PS").  Automated and PS are  collectively,  referred to
herein as the "parties" and, individually, as a "party".

         For good and valuable  consideration,  the receipt and  sufficiency  of
which are hereby acknowledged, the parties hereby agrees as follows:

         1.       Assignment of Obligations. Automated hereby assigns, transfers
and conveys to PS all of its liabilities and obligations set forth on Schedule 1
attached hereto (the "Obligations").

         2.       Assumption  of  Obligations.  PS hereby  accepts the  forgoing
assignment  and hereby  assumes,  covenants and agrees with Automated to perform
and discharge all of the Obligations.

         3.       Indemnification  of  Automated.  PS from  and  after  the date
hereof  fully  indemnifies  and holds  harmless  Automated  from and against the
entirety of any Adverse  Consequences  (as that term is defined  below) that the
Indemnified  Persons (or either of them) may suffer resulting from,  arising out
of,  relating  to, in the nature  of, or caused by the  breach  (or the  alleged
breach) hereof of arising in connection  with the  Obligations.  For purposes of
this Section 3, the phrase "Adverse Consequences" shall mean all actions, suits,
proceedings,  hearings,  investigations,  charges, complaints,  claims, demands,
injunctions,  judgments,  orders,  decrees,  rulings,  damages, dues, penalties,
fines,  costs,  amounts paid in  settlement,  liabilities,  obligations,  taxes,
liens,  losses,   expenses  and  fees,  including  court  costs  and  reasonable
attorneys' fees and expenses.

         4.       Binding Effect;  Governing Law. This Assignment Agreement will
be binding  upon and inure to the benefit of the  parties  and their  respective
successors and assigns and shall be governed by and construed in accordance with
the internal laws (not the conflicts of law rules) of the State of Utah.

<PAGE>

         IN WITNESS  WHEREOF,  the undersigned have executed this Assignment and
Assumption Agreement as of the date first-above written.

                                           AUTOMATED SOLUTIONS, INC.,
                                           a Utah corporation

                                           By: /s/ Russell W. Wilding
                                               --------------------------------
                                           Its: President

                                           PRIMEHOLDINGS.COM, INC.,
                                           a Delaware corporation

                                           By: David E. Shepardson, III
                                               --------------------------------
                                               David E. Shepardson, III
                                           Its:Vice President/CFO

                                   SCHEDULE 1

                                   OBLIGATIONS

         1.       Convergent Capital Corporation Equipment Lease dated 2/8/99

         2.       Xerox Lease Agreement dated 11/12/96

         3.       Revco Leasing Co. Lease Agreement dated 4/22/97

         4.       AT&T Agreement dated 4/25/94


                                  BILL OF SALE

         Pursuant to the terms of the License and Option Agreement dated July 1,
1999 (the "License  Agreement") by and among Automated  Solutions,  Inc., a Utah
corporation  ("Automated") and PrimeHoldings.Com,  Inc. ("PS"), and for good and
valuable  consideration  as recited in the  License  Agreement,  the receipt and
sufficiency  of which are  hereby  acknowledged,  Automated  does  hereby  sell,
convey,  transfer,  assign and deliver to PS, effective as of July 22, 1999, all
of its right,  title and  interest  in and to all of the  property  set forth on
Schedule 1 attached hereto except for the personal property listed on Schedule 1
under the headings  "Intelisys  Fixed  Assets" or  "Additional  Intelisys  Fixed
Assets"  which  are  retained  by  Automated   and  not  conveyed   hereby  (the
"Property").  Automated owns and is conveying to PS good and marketable title to
the  Property  subject  to liens and  claims  referenced  on  Schedule  1 to the
Assignment and Assumption Agreement relating to certain contractual  obligations
of  Automated  and dated  July 22,  1999.  The  Property  is  conveyed  "as-is,"
"where-is,"  without  warranties  of  any  kind  whatsoever,  including  without
limitation, warranties of merchantability,  fitness for a particular purpose and
non-infringement.

         IN WITNESS WHEREOF,  Automated Solutions,  Inc. has caused this Bill of
Sale to be duly executed on July 22, 1999.

                                          AUTOMATED SOLUTIONS, INC.,

                                          a Utah corporation

                                          By: /s/ Russell W. Wilding
                                              --------------------------------
                                          Its: President