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                                                                   EXHIBIT 10.14


                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF


                            QWEST CYBER.SOLUTIONS LLC



                     (A DELAWARE LIMITED LIABILITY COMPANY)





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                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                            QWEST CYBER.SOLUTIONS LLC
                      A DELAWARE LIMITED LIABILITY COMPANY


         This Limited Liability Company Agreement of Qwest Cyber.Solutions LLC
(the "COMPANY"), is made effective as of June 3, 1999 by and among Qwest
Communications International Inc., a Delaware corporation, KPMG LLP, a Delaware
limited liability partnership, and Softline Consultants & Integrators, Inc., a
California corporation, and each other person who becomes a Member in accordance
with the terms of this Agreement.

         WHEREAS, the Members wish to form a limited liability company pursuant
to the Act by filing a Certificate of Formation of the Company with the
Secretary of State of the State of Delaware and by entering into this Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein made and intending to be legally bound, the Members hereby agree as
follows:

                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.1 CERTAIN DEFINITIONS. When used in this Agreement, the
following capitalized terms have the meanings set forth below.

         "Act" means the Delaware Limited Liability Act, Delaware Code Annotated
Title 6, Section 18-101 et seq., as amended from time to time.

         "Additional Capital Contributions" is defined in Section 4.5.

         "Affiliate" means any Person, directly or indirectly, through one or
more intermediaries, Controlling, Controlled by, or under common Control with a
Member.

         "Agreed Upon Milestone" means any of the following:

     (i)   the Company having earned, on an accrual basis, at least $ * * *
           million of cumulative * * * by the end of the * * * month
           following the Formation Date;

     (ii)  the Company having earned, on an accrual basis, at least $ * * *
           million of cumulative * * * by the end of the * * * month
           following the Formation Date; and

     (iii) the Company having earned, on an accrual basis, at least $ * * *
           million of cumulative * * * by the end of the * * *
           month following the Formation Date.

         "Agreement" means this Limited Liability Company Agreement, as
originally executed and as amended from time to time.

         "AHS" or "application hosting services" means the delivery of any
software application within the Application Categories to networked, multi-user
customers via a dedicated or remote access facility from the Company's
centralized data center infrastructure. AHS services may be


                                      -1-
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delivered on a price-per-user model with the individual software application
licenses taking the form of perpetual use licenses held by the customer.

         "AM" or "application management" services, means the ongoing management
of any software application within the Application Categories for a networked,
multi-user customer. In addition, AM services may include the ongoing management
of non-standard or customized APIs, custom developed client applications, end
user interfaces and tools, support tools, and other customized functionality of
the individual software applications.

         "Ancillary Implementation Agreement" is defined in Section 2.4(1).

         "API" or "application program interface" means the specific method
prescribed by an information system operating system or by an individual
software application by which a programmer or an end user writing or using an
individual software application can make requests of the operating system or
such application or input or receive data from the operating system or such
application.

         "Application Categories" means each of ERP, CRM, Supply Chain
Applications, and any database service, database application, or database tool
related thereto.

         "Applicable Business Plan Period" is defined in Section 6.2.

         "ASP" or "application service provider" services, means the management
and delivery of any software application within the Application Categories to
networked, multi-user customers via a dedicated or remote access facility from
the Company's centralized data center infrastructure. ASP services may be
delivered on a price-per-user model with the individual software application
licenses taking the form of non-perpetual use licenses which may remain with
either the Company or the software company and not with the ultimate end user.

         "Assigned Contracts" is defined in Section 2.5.

         "Bankruptcy" or "Bankruptcy Event" means, with respect to a Person,
that such Person

   (i)   becomes insolvent or fails to pay, is unable to pay, or admits in
         writing its inability generally to pay its debts as they become due;

   (ii)  makes a general assignment, arrangement or composition with or for the
         benefit of its creditors;

   (iii) institutes or has instituted against it a proceeding seeking a judgment
         of insolvency or bankruptcy or any other relief under any bankruptcy or
         insolvency law or other similar Law affecting creditors' rights, or a
         petition is presented for the winding-up or liquidation of such Person,
         and, in the case of any such proceeding or petition instituted or
         presented against it, such proceeding or petition (a) results in a
         judgment of insolvency or bankruptcy or the entry of an Order for
         relief or the making of an Order for the winding-up or liquidation of
         such Person or (b) is not dismissed, discharged, stayed or restrained
         in each case within sixty days of the institution or presentation
         thereof;

   (iv)  has a resolution passed for its winding-up or liquidation;


                                      -2-
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   (v)   seeks or becomes subject to the appointment of an administrator,
         receiver, trustee, custodian or other similar official for it or for
         all or substantially all of its assets (regardless of how brief such
         appointment may be, or whether any obligations are promptly assumed by
         another entity or whether any other event described in this clause (v)
         has occurred and is continuing);

   (vi)  is the subject of any event which, under the applicable Laws of any
         jurisdiction, has an analogous effect to any of the events specified in
         clauses (i) through (v) (inclusive) of this definition; or

   (vii) takes any action in furtherance of, or indicating its consent to,
         approval of, or acquiescence in, any of the foregoing acts.

         "Benefit Arrangement" of an entity means each employment, severance,
continuation pay, termination pay, layoff, or other similar contract,
arrangement or policy and each plan or arrangement providing for health,
medical, life or other welfare benefit insurance coverage (including any
insured, self-insured or other arrangements), workers' compensation, disability
benefits, supplemental employment benefits, holiday, dependent care assistance,
education or vacation benefits, retirement benefits or deferred compensation,
profit-sharing, benefits in the event of a sale or other change in control,
management or ownership of the employer, bonuses, stock options, stock purchase,
stock appreciation or other forms of incentive compensation or post-retirement
insurance, compensation or benefits which (i) is not an Employee Plan, (ii) is
or has been entered into, sponsored, maintained or contributed to, as the case
may be, by such entity, and (iii) covers any employee or former employee of such
entity.

         "Business" means the provision of ASP, AHS, and AM products and
services by the Company to its Customers over public and private networks by
means of specified transmission and routing protocols (including TCP/IP
protocols) and using a variety of transmission media and methods, with the
intent of allowing its Customers to use such products and services to perform
any function within the Scope of Services, and ancillary products and services
in connection therewith.

         "Business Day" means any day other than a Saturday, Sunday or legal
holiday under the Laws of the States of Colorado or New York or any other day on
which banking institutions located in either of such states are authorized or
required by law or other governmental action to close.

         "Business Plan Period" means the Initial Business Plan Period and each
subsequent one-year period during the term of this Agreement ending each
succeeding December 31.

         "Buyer" is defined in Section 13.7

         "Capital Account" is defined in Exhibit D.

         "Capital Call Notice" is defined in Section 4.5(b).


                                      -3-
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SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
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         "Capital Contributions" means the sum of all contributions to the
Company by a Member or all the Members, as the case may be, including the
Initial Contributions and any Additional Capital Contributions.

         "Cash Flow" means, for any period, the amount, if any, computed on a
cash basis, by which (a) the sum of (i) the gross cash receipts of the Company
for such period from all sources (other than proceeds of Capital Contributions
or Company borrowings) and (ii) the amount, if any, no longer needed in any
reserve fund maintained by the Company and withdrawn therefrom during such
period exceeds (b) the sum of (i) all cash expenditures of the Company during
such period (other than (x) expenditures the payment of which was made with the
proceeds of Capital Contributions or Company borrowings and (y) any withholding
taxes paid by the Company on behalf of a Member attributable to such Member's
interest in the Company) including, without limitation, all operating expenses
of the Company and payments of interest and principal on Company indebtedness
and (ii) all amounts deposited into a reserve fund during such period by the
Management Committee.

         "Certificate of Formation" means the Certificate of Formation for the
Company, as originally filed with the Delaware Secretary of State and as amended
from time to time.

         "Class A Manager" means each Manager nominated and appointed by the
Class A Member (or the Class A Members collectively, as applicable) pursuant to
Section 5.2.

         "Class A Member" means the Initial Class A Member, and includes any
successor or permitted assign of such Initial Class A Member and each additional
and/or subsequent Class A Member.

         "Class B Manager" means each Manager nominated and appointed by the
Class B Member (or the Class B Members collectively, as applicable) pursuant to
Section 5.2.

         "Class B Member" means the Initial Class B Member, and includes any
successor or permitted assign of such Initial Class B Member and each additional
and/or subsequent Class B Member.

         "Class C Member" means the Initial Class C Member, and includes any
successor or permitted assign of such Initial Class C Member and each additional
and/or subsequent Class C Member.

         "Closing" is defined in Section 13.7.

         "Closing Date" is defined in Section 13.7.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Company" is defined in the introductory paragraph of this Agreement.

         "Control," "Controlling," or "Controlled by" means, when used with
respect to any Person, the power to direct the management and policies of such
Person, directly or indirectly,


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whether through the ownership of voting securities, by contract or otherwise,
and, for the purpose of clarifying the foregoing, the Class B Member will not be
deemed to Control any other member of KPMG International, unless and until
contractual provisions are put into force pursuant to which the management and
policies of any such entity and the Class B Member are established and directed
by a single governing entity or body.

         "CRM" or "customer relationship management" means an information system
that integrates and unifies, and serves as an interface for, customer contact
with an enterprise and with the products and services it provides, and may
include online commerce, order tracking, customer service, and product or
company information dissemination.

         "Customer," for the purpose of this definition, means an enterprise
purchaser of Hosting Services from the Company (including any public agency or
governmental entity).

         "Deadlock" means a situation where:

   (i)   a Unanimous Consent Item has been properly presented to and considered
         by the Management Committee and disapproved of by at least one Manager;

   (ii)  the Member all of whose appointed Managers approved such Unanimous
         Consent Item has sought to reach agreement with the other Member
         entitled to appoint Managers on such Unanimous Consent Item by engaging
         in the procedures outlined in ARTICLE 16, through the mediation stage
         described in Section 16.1(b) but excluding arbitration; and

   (iii) the negotiation and mediation procedures failed to resolve such
         Member's disagreement over the Unanimous Consent Item,

     and such situation creates or evidences a systemic frustration of the
     Company's fundamental business purposes in the reasonable judgment of
     either the Class A Member or the Class B Member. For the purposes of this
     definition, the Chief Executive Officer of the Company (in his or her
     capacity as a Manager) will be deemed a Manager appointed by the Initial
     Class A Member.

         "Defaulting Member" is defined in Exhibit E-2.

         "Discounted Services Contribution Agreement" is defined in Section
2.4(6).

         "Distributable Assets" means that cash or those assets that the
Management Committee deems available for distribution to the Members from time
to time.

         "Distribution" means any distribution of Distributable Assets made
pursuant to the direction of the Management Committee.

         "Economic Interest" means a Member's share of the Company's net income,
net losses, and distributions of the Company's assets pursuant to this Agreement
and the Act, but does not include any other rights of a Member, including but
not limited to the right to vote or participate in the management or any right
to information concerning the business and affairs of the Company.

         "Effective Date of Transfer" means June 1, 1999.


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         "Employee Plan" of an entity means each "employee benefit plan", as
such term is defined in Section 3(3) of ERISA, which (i) is subject to any
provision of ERISA, (ii) is or has been entered into, sponsored, maintained or
contributed to, as the case may be, by such entity, and (iii) covers any
employee of former employee of such entity.

         "Employee Loan-Out Agreements" is defined in Section 2.3(b).

         "Encumbrance" means any mortgage, pledge, lien, other encumbrance,
claim, charge or other security interest, other than mechanics, materialmen's
and similar liens, liens for taxes not yet due and payable, liens securing
rental payments under capital lease arrangement, community property interest,
right of first refusal, or other restrictions of any kind.

         "End of Exclusivity" means the date * * * years after the Effective
Date of Transfer, unless as of such date the Company has not effected a
Qualified Public Offering, in which case the "End of Exclusivity" will be
extended by * * * if (1) the Management Committee makes a determination that a
Qualified Public Offering could feasibly be completed within such period within
an acceptable price range and (2) the making of a resolution by the Management
Committee to commit, subject to market conditions and other relevant factors, to
effect a Qualified Public Offering within such * * * period.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA Affiliate" of any entity means any other entity that, together
with such entity, would be treated as a single employer under Section 414 of the
Code or Section 4001 of ERISA.

         "ERP" or "enterprise resource planning" means an integrated information
system that serves multiple departments or business units within a single
enterprise by integrating a multi-module application software environment in
order to assist a customer in managing processes integral to its overall
business (e.g., product planning, parts purchasing, inventory maintenance,
supplier and customer interaction, customer service, order tracking, and finance
and human resources tasks).

         "Europe" means the following countries and territories, and all
successor and new states which may be created or arise therefrom: Albania,
Andorra, Armenia, Austria, Azerbaijan, Belarus, Belgium, Bosnia & Herzegovina,
Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France,
Germany, Gibraltar, Greece, Greenland, Hungary, Iceland, Ireland, Italy, Kosovo,
Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova, Monaco,
Montenegro, Netherlands, Norway, Poland, Portugal, Republic of Georgia, Republic
of Macedonia, Romania, Russia, San Marino, Serbia, Slovakia, Slovenia, Spain,
Sweden, Switzerland, Turkey, Ukraine, United Kingdom, Vatican City, and
Yugoslavia.

         "Event of Default" is defined in Exhibit E-2.

         "Exclusivity Period" means the period which begins on the Effective
Date of Transfer and ends on the earlier of (x) the End of Exclusivity or (y)
the * * *.


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         "Fair Market Value" means the price at which a willing seller would
sell and a willing buyer would purchase the Member Interest or other equity
interest or asset(s) for which the determination is being made (provided, that a
Membership Interest or other equity interest will be valued with reference to
the going concern value of the relevant Person), having full knowledge of the
facts, and in an arm's length transaction without being under any compulsion to
buy or sell. In all cases, Fair Market Value will be determined after deducting,
without duplication of deduction, any liabilities, claims or Encumbrances to
which the asset is subject or that must be assumed by the transferee.

         "First Closing Date" is defined in Section 2.3.

         "Fiscal Year" means the Company's fiscal year, which will be the
calendar year.

         "Formation Date" means June 3, 1999, the date of filing of the
Certificate of Formation of the Company with the Secretary of State of the State
of Delaware.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession.

         "Hosting Services" means the delivery of software applications to
customers via a dedicated or remote access facility and services related
thereto, including the creation, maintenance and support of Virtual Private
Networks and Virtual Private Dial-Up Networks.

         "Initial Business Plan Period" means the period commencing on the
Effective Date of Transfer and ending December 31, 1999.

         "Initial Class A Member" means Qwest Communications International Inc.,
a Delaware corporation.

         "Initial Class B Member" means KPMG LLP, a Delaware limited liability
partnership.

         "Initial Class C Member" means Softline Consultants & Integrators,
Inc., a California corporation, an Affiliate of the Initial Class B Member.

         "Initial Contributions" means all of the respective contributions of
the Initial Members to the Company set forth on Exhibit A-1, Exhibit A-2 and
Exhibit A-3.

         "Initial Members" means the Initial Class A Member, the Initial Class B
Member and the Initial Class C Member.

         "Initial Member Group" means, as applicable, (a) the Initial Class A
Member, or (b) the Initial Class B Member and the Initial Class C Member,
together.


                                      -7-
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SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
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         "Initial Scope of Services" are activities related to the management,
delivery, enhancement, control or recordkeeping of the following: general
ledger, accounts receivable, accounts payable, fixed assets, projects, budgets,
expenses, treasury, project costing, performance measurement, student
admissions, financial aid, student records, academic advisement, student
financials, campus community, alumni development, human resources
administration, employee benefits administration, FSA administration, payroll,
payroll interface, time and labor, pension administration, stock
administration, benefits, benefits interface, purchasing, manufacturing,
logistics, product development, order entry and processing, order tracking,
order and sales configuration, material resource planning, master production
scheduling, bill of material, inventory management, shipping and receiving,
production scheduling, warehouse management, logistics management,
transportation planning, billing, customer service and support (help desk),
sales (inside and field), sales support, marketing, marketing support, campaign
management, call center, and returns management (together with any other
functions agreed to from time to time by both Initial Member Groups).

         "IP OSS/BSS" means the Initial Class A Member's internet protocol
operations support system and business support system developed with the Initial
Class B Member pursuant to the arrangements contemplated by the IP OSS/BSS MOU.

         "IP OSS/BSS MOU" is defined in Section 2.3(b).

         "IP OSS/BSS Sublicense" is defined in Section 2.3(b).

         "Law" means collectively, any constitutional provision, statute,
permit, order, ordinance or other law, rule or regulation of any governmental
entity, common law and any Order.

         "Leased Line Agreement" is defined in Section 2.4(5).

         "Manager" is defined in Section 5.2(b)(1).

         "Management Committee" is defined in Section 5.1.

         "Majority in Interest" means the Percentage Interests of one or more
Members having voting rights that, when taken together, exceed(s) fifty percent
of the aggregate of all Percentage Interests of Members having voting rights
relating to the matter in question.

         "Material Adverse Effect" means a material adverse effect in the
business, financial condition, results of operations, properties, assets or
liabilities of the Company and its subsidiaries, if any, taken as a whole.

         "Member" means each of the Class A Member, the Class B Member, the
Class C Member and each Person who is hereafter admitted as a member in
accordance with the terms of this Agreement; "Members" means all of the Members
of the Company as of a given date.

         "Member Group" means any one or more Members that are Affiliates,
including but not limited to the Initial Member Groups.


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         "Membership Interest" means a Member's entire interest in the Company,
including the Member's Economic Interest, the right to vote on or participate in
the management of the Company and the right to receive information concerning
the business and affairs of the Company.

         "Offering Notice" is defined in Section 13.6.

         "Order" means any decree, injunction, judgment, order, ruling or writ.

         "Percentage Interest" means, with respect to a Member, each Member's
percentage interest of the total Membership Interests in the Company, as set
forth opposite each Member's name on Exhibit C hereto (as such Exhibit may be
amended from time to time).

         "Person" means an individual, general partnership, limited partnership,
limited liability company, corporation, trust, estate, real estate investment
trust, association or any other entity.

         "Qualified Public Offering" means a public offering of Membership
Interests in the Company or equity securities of a Resulting Corporation,
pursuant to a registration statement filed and declared effective with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.

         "Resulting Corporation" is defined in Section 12.1.

         "Scope of Services" means the Initial Scope of Services, as modified
from time to time by the Management Committee.

         "Seller" is defined in Section 13.7.

         "Supply Chain Applications" means applications which assist in the
control, planning and/or scheduling of the sequence of an organization's
functions that mine, make, process, or assemble materials and products from
manufacturer to wholesaler to retailer to consumer.

         "Target Market" means the market for the products and services
constituting the * * * $***, and to other Customers. Such Customers may be
located in any jurisdiction, except for Europe, unless the Management Committee
determines otherwise.

         "Tax Matters Member" means the Class A Member.

         "Templates" is defined in Section 8.1.

         "Term" is defined in Section 13.1.

         "Terms of Sale" means all of the terms and conditions governing a
particular commercial transaction, including (a) price and other contract terms
and conditions of the transaction, and (b) other factors related to such
transaction or the provider of the products or services, including without
limitation timeliness of access, service level agreements and other factors
employed by the Management Committee from time to time.


                                      -9-
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SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
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         "Tier I Event" means one or more actions or omissions constituting bad
faith or willful misconduct which results in or substantially contributes to a
material breach by a Member Group of its obligations under this Agreement or
under any of the Transaction Documents and substantially impairs the Company's
ability to conduct its business in the ordinary course.

         "Tier II Event" means the occurrence of any of the following:

   (i)   a material breach by a Member Group or any Member constituting part of
         a Member Group (after written notice thereof from the other Member
         Group and a reasonable opportunity to cure) of its obligations set
         forth in this Agreement, or of any of the Transaction Documents, that
         substantially impairs the Company's ability to conduct its business in
         the ordinary course, except for a Tier I Event;

   (ii)  a failure by a Member to timely make any of its contributions set forth
         on Exhibit A-1, Exhibit A-2, or Exhibit A-3, as applicable, by the 15th
         Business Day following the receipt of written notice from any other
         Member of such failure;

   (iii) a failure by a Member Group to cause the transfer to the Company of the
         employees required to be so transferred prior to or upon a Qualified
         Public Offering pursuant to the applicable Employee Loan-Out Agreements
         (subject to the ability to make certain substitutions as set forth
         therein); or

   (iv)  a Bankruptcy Event occurring with respect to a Member.

         "Tier III Event" means the occurrence of any of the following:

   (i)   a failure to meet any Agreed Upon Milestone;

   (ii)  a failure to complete any of the transactions contemplated by Section
         2.4 on or prior to the 15th Business Day following the receipt of
         written notice from any Initial Member Group of such a failure;

   (iii) a change in applicable Law requiring a Member to dispose of or transfer
         any equity interest in the Company without respecting the approval
         rights of the other Members provided herein;

   (iv)  a Deadlock;

   (v)   the Company experiencing a shortage of cash required to continue
         operations in the normal course of business, and the following
         conditions existing at such time: (1) a failure of the Member Groups to
         approve Additional Capital Contributions, and (2) the Company's
         inability to borrow the needed funds on commercially reasonably terms;
         or

   (vi)  a failure to effect a Qualified Public Offering by the * * *
         anniversary of the Effective Date of Transfer.

         "Trademark License Agreement" is defined in Section 2.3(b).

         "Transaction Documents" means the Ancillary Implementation Agreement,
the Web Hosting and Internet Access Service Agreement, the Employee Loan-Out
Agreements, the Leased Line Agreement, the IP OSS/BSS MOU, the IP OSS/BSS
Sublicense, the Trademark License Agreement, and the Transition Services
Agreement.

         "Transfer" is defined in Section 11.1.


                                      -10-
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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



         "Transition Services Agreement" is defined in Section 2.4(2).

         "Unanimous Consent Items" is defined in Section 5.3(f).

         "Virtual Private Network" and "Virtual Private Dial-Up Network" means a
service which allows businesses to connect to their local area networks, hosting
sites, business partners, customers, branch offices, telecommuters, mobile
employees, and other entities in a secure manner.

         "Web Hosting and Internet Access Service Agreement" is defined in
Section 2.4(2).


                                    ARTICLE 2
                             ORGANIZATIONAL MATTERS

         SECTION 2.1 FORMATION. Pursuant to the Act and subject to the
satisfaction of the conditions set forth in Section 2.3, the Initial Members
intend to form a limited liability company under the Laws of the State of
Delaware. On the Formation Date, the Initial Members have caused the Certificate
of Formation to be filed with the Secretary of State of the State of Delaware by
Delaware Corporate Services, Inc., an authorized Person. The Initial Members
hereby ratify and confirm the filing of the Company's Certificate of Formation.
The rights and liabilities of the Members will be determined pursuant to the Act
and this Agreement. To the extent that the rights or obligations of any Member
are different by reason of any provision of this Agreement than they would be in
the absence of such provision, this Agreement will, to the extent permitted by
the Act, control.

         SECTION 2.2 NAME. The name of the Company is "QWEST CYBER.SOLUTIONS
LLC". The business of the Company may be conducted under that name or, upon
compliance with applicable Laws, any other name that the Management Committee
deems appropriate or advisable. The Management Committee, or any officer who is
delegated the ability to do so by the Management Committee, will file any
fictitious name certificates and similar filings, and any amendments thereto,
that the Management Committee considers appropriate.

SECTION 2.3 FIRST CLOSING DATE.

                  (a) On the date (the "FIRST CLOSING DATE") on which the last
         of the conditions set forth in subsection (b) below are met, the
         Initial Members will make those of its Initial Contributions required
         to be made on or by such date; provided, that the Initial Members agree
         that such Initial Contributions will be deemed to have been made as of
         the Effective Date of Transfer and that the Company will be entitled to
         receive all revenues and other benefits that would have accrued to the
         Company and will be obligated to pay or otherwise discharge all
         obligations that would have been assumed by the Company had such
         Initial Contributions been made as of the Effective Date of Transfer.
         To accomplish the foregoing, each Initial Member will provide a
         statement to the Company within 60 days after the First Closing Date
         setting forth in reasonable detail the relevant items of revenue and
         expense and will transfer to the Company cash in the net amount
         reflected in such statement. Each Initial Member will give full access
         to the Company and its


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         representatives to examine and audit its books and records to verify
         such statements. Any discrepancies or disputes arising under this
         subsection (a) will be subject to the dispute resolution procedures
         provided in ARTICLE 16.

                  (b) On or prior to the First Closing Date:

                  (1) Each Initial Member will have executed and delivered to
                  each other Initial Member a copy of this Agreement;

                  (2) The Initial Class A Member and the Initial Class B Member
                  will have entered into a Memorandum of Understanding (the "IP
                  OSS/BSS MOU"), acceptable in form and substance to each such
                  Initial Member, containing the general terms of an agreement
                  in principle whereby the Initial Class B Member will design
                  and implement the Initial Class A Member's IP OSS/BSS;

                  (3) The Initial Class A Member and the Company will have
                  entered into the "TRADEMARK LICENSE AGREEMENT" substantially
                  in the form attached hereto as Exhibit H, pursuant to which
                  the Initial Class A Member will license certain trademarks to
                  the Company on the terms and conditions set forth therein; and

                  (4) Notwithstanding Section 2.5(b) the Initial Class B Member
                  will have caused the Initial Class C Member's contract with
                  SAP America, Inc. to have been assigned to the Company, as of
                  the Effective Date of Transfer, including obtaining any
                  required consents thereto.

                  (c) On or as soon as reasonably practicable following the
         First Closing Date, each Initial Member Group will deliver a legal
         opinion to the other Initial Member Group, acceptable in form and
         substance to such other Initial Member Group, opining as to the valid
         existence and good standing of each Member of such Initial Member Group
         under its state of organization and to the due authorization and valid
         execution and delivery of this Agreement by each Member of such Initial
         Member Group.

         SECTION 2.4 SECOND CLOSING DATE.

         As soon as reasonably practicable following the First Closing Date but
in no event later than thirty days after the First Closing Date (the "SECOND
CLOSING DATE"), the Initial Members will have caused the following events to
happen:

                  (1) The Initial Class A Member and the Initial Class B Member
                  will have entered into the "ANCILLARY IMPLEMENTATION
                  AGREEMENT," in form and substance reasonably satisfactory to
                  each such Initial Member, pursuant to which the Initial Class
                  B Member will perform ongoing implementation and adjustment of
                  certain "Peoplesoft" software (or an equivalent product)
                  licensed by the Initial Class A Member, and/or the initial and
                  ongoing implementation and adjustment of the Global Sales
                  Force Automation software (or an equivalent product) licensed
                  by the Initial Class A Member, on the terms and conditions set
                  forth therein but including the following: (i) the total
                  commitment by the Initial Class A Member to purchase services
                  from the Initial Class B Member will equal $5 million; (ii)
                  such commitment will be retired over time as determined by the
                  Initial Class A Member


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                  but will be fully retired prior to the third anniversary of
                  the Second Closing Date; and (iii) the Class B Member will
                  provide the relevant services based on an hourly blended rate
                  for personnel of $164 per hour.

                  (2) The Initial Members and the Company will have entered into
                  a "TRANSITION SERVICES AGREEMENT," in form and substance
                  reasonably satisfactory to each Initial Member Group, pursuant
                  to which each Initial Member will perform certain services for
                  the Company on the terms and conditions set forth therein and
                  will agree to provide such services for a period following a
                  termination of the Company or a sale by such Initial Member of
                  its Membership Interest.

                  (3) The Initial Class A Member and the Company will have
                  entered into an agreement (the "IP OSS/BSS SUBLICENSE") in
                  form and substance reasonably satisfactory to each Initial
                  Member Group, pursuant to which the Initial Class A Member
                  will make access to the IP OSS/BSS system available to the
                  Company (upon and after the completion of the IP OSS/BSS) on
                  the terms and conditions set forth therein.

                  (4) The Initial Class A Member and the Company will have
                  entered into a "WEB HOSTING AND INTERNET ACCESS SERVICE
                  AGREEMENT" in form and substance reasonably satisfactory to
                  each Initial Member Group, pursuant to which the Initial Class
                  A Member will provide broadband services, other
                  telecommunications services, and internet hosting services to
                  the Company on the terms and conditions set forth therein.

                  (5) The Initial Class A Member and the Company will have
                  entered into an agreement (the "LEASED LINE AGREEMENT"), in
                  form and substance reasonably satisfactory to each Initial
                  Member Group, pursuant to which the Initial Class A Member
                  will provide to the Company connectivity to the network
                  operated by the Initial Class A Member and its Affiliates and
                  to the internet on the terms and conditions set forth therein.

                  (6) The Initial Members and the Company will have entered into
                  a "DISCOUNTED SERVICES CONTRIBUTION AGREEMENT" in form and
                  substance reasonably satisfactory to each Initial Member
                  Group, pursuant to which the Initial Members will transfer
                  services and other items to the Company on a periodic basis
                  without charge or for a discounted charge as a capital
                  contribution as and when required by the Management Committee,
                  with an agreed value as set forth and on the terms and subject
                  to the conditions set forth therein, and further subject to
                  the allocation rules set forth in Paragraph 1.4(h) of Exhibit
                  D attached hereto.

                  (7) The Initial Class A Member and the Company will have
                  entered into an agreement, in form and substance reasonably
                  satisfactory to each Initial Member Group, pursuant to which
                  the Initial Class A Member will loan or continue to loan those
                  employees listed on Exhibit B-1 to the Company on an
                  exclusive, irrevocable basis, on the terms and conditions set
                  forth therein. (Such agreement, collectively with the
                  agreements discussed in subsections (8) and (9) are
                  collectively referred to as the "EMPLOYEE LOAN-OUT
                  AGREEMENTS.")


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                  (8) The Initial Class B Member and the Company will have
                  entered into an agreement, in form and substance reasonably
                  satisfactory to each Initial Member Group, pursuant to which
                  the Initial Class B Member will loan those employees listed on
                  Exhibit B-2 to the Company on an exclusive, irrevocable basis,
                  on the terms and conditions set forth therein.

                  (9) The Initial Class C Member and the Company will have
                  entered into an agreement, reasonably acceptable to each
                  Initial Member Group, pursuant to which the Initial Class C
                  Member will loan those employees listed on Exhibit B-3 to the
                  Company on an exclusive, irrevocable basis, on the terms and
                  conditions set forth therein.

                  (10) The Employee Loan-Out Agreements will provide that (i)
                  such employees will be transferred to the Company preceding
                  and in contemplation of a Qualified Public Offering, (ii)
                  until a listed employee is transferred to the Company, the
                  services of such employee (or any permitted replacement
                  employee) will be "loaned" to the Company and the Company will
                  pay the relevant Initial Member the fee set forth in the
                  applicable Employee Loan-Out Agreement, (iii) if, prior to a
                  transfer to the Company, any listed employee ceases to be
                  employed by the relevant Initial Member, such Initial Member
                  will substitute another employee of equivalent skills and
                  experience reasonably acceptable to the Management Committee,
                  and (iv) all costs of transfer of the employees, including
                  severance and other termination benefits, if any, and the
                  transfer of visas, will be borne by the transferring Initial
                  Member.

                  (11) Each of the Initial Member Groups will have provided
                  evidence to the other that each of the employees listed on
                  Exhibit B-1, Exhibit B-2, or Exhibit B-3, as applicable, can
                  perform the services associated with the Company's job
                  classification to which such employee will be assigned.

                  (12) Each of the Initial Member Groups will agree with each
                  other, and the Initial Class A Member and the Initial Class B
                  Member will cause each of the Managers it has appointed to the
                  Management Committee, on behalf of the Company to agree with
                  each Initial Member, on the appropriate valuation of each
                  Initial Member's non-cash Initial Contributions.

         SECTION 2.5 COVENANTS REGARDING TRANSITION SERVICES AND ASSIGNED
CONTRACTS

                  (a) Until the Company and each of the Initial Members which is
         a party thereto have entered into the Transition Services Agreement:

                  (1) each Initial Member Group will provide to the Company all
                  services (and will allocate sufficient numbers of employees
                  and other resources to provide all services) which it
                  currently provides in respect of the activities relating to
                  the assets and assigned contracts and agreements comprising
                  the Initial Contributions, including, without limitation,
                  providing services relating to billing, recordkeeping and
                  customer service and other services to the Company, and to
                  employee benefits (including without limitation health
                  insurance, life insurance, retirement and


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                  savings plans, and incentive plans) and other services
                  directly to the employees engaged in such activities who are
                  listed on Exhibit B-1, Exhibit B-2, or Exhibit B-3, as
                  applicable subject to an Employee Loan-Out Agreement, and such
                  services will be provided by each Initial Member Group * * *,
                  and will be performed at a level at least as high as that at
                  which they are currently performed;

                  (2) modifications to the services currently provided by the
                  Initial Members referenced in subsection (1), above, and
                  additional services which are necessitated by the structure of
                  the Company and the nature of the Initial Members' interests
                  therein will also be provided by each Initial Member * * *,
                  and at a level which the Company determines is reasonably
                  acceptable;

                  (3) the office facilities, clerical and administrative
                  support, and office infrastructure (including, without
                  limitation, access to and use of telephones, standalone
                  computers, computer networks, internet access, and secretarial
                  and receptionist services) which the employees listed on
                  Exhibit B-1, Exhibit B-2, or Exhibit B-3 currently are
                  provided by any Initial Member will continue to be provided to
                  such employees, and the Company will reimburse each such
                  Member for all direct costs associated therewith, and

                  (4) all books, records, data, work product and other documents
                  relating to the such services, including, without limitation,
                  employee and client records, software, and manuals, will
                  become and remain the exclusive property of the Company, and
                  none of the Initial Members (nor any successor or assignee
                  thereof) will at any time, directly or indirectly, assert any
                  interest or property rights therein.

         (b) With respect to each of the licenses and other agreements and
         contracts (the "ASSIGNED CONTRACTS") listed on Exhibit A-2 or Exhibit
         A-3 that is not assigned to the Company on the First Closing Date, the
         Initial Class B Member or the Initial Class C Member, as applicable,
         will continue to deal with the other contracting party or parties to
         such Assigned Contract as the prime contracting party, and the
         applicable Initial Member Group will use its best efforts to obtain the
         consent of all required parties to the assignment of such Assigned
         Contract. Such Assigned Contract will be promptly assigned by the
         applicable Initial Member to the Company after the receipt of such
         consent. Notwithstanding the absence of any such consent, the Company
         will be entitled to the benefits of any such Assigned Contract accruing
         from and after the Effective Date of Transfer net of the expenses
         (consistent with the assumptions contained in the financial model
         included in the Initial Business Plan) incurred by such Initial Member
         in connection with servicing such Assigned Contract from and after the
         Effective Date of Transfer (without duplication of any expense subject
         to reimbursement by the Company pursuant to Section 2.5(a)) to the
         extent that the Initial Class B Member or the Initial Class C Member,
         as applicable, may provide the Company with such benefits without
         violating the terms of such Assigned Contract.

         SECTION 2.6 TERM. The term of this Agreement will be co-terminus with
the Term of the Company, unless extended or sooner terminated as hereinafter
provided.


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         SECTION 2.7 OFFICE AND AGENT. The Company will continuously maintain an
office and a registered agent in the State of Delaware as required by the Act.
The registered and principal offices of the Company will be as the Management
Committee may determine. The Company also may have such offices, anywhere within
and without the State of Delaware, as the Management Committee from time to time
may determine, or as the business of the Company may require. The registered
agent will be as stated in the Certificate of Formation.

         SECTION 2.8 ADDRESSES OF THE MEMBERS. The respective addresses of the
Members are set forth in Exhibit C hereto.

         SECTION 2.9 PURPOSE OF THE COMPANY. The purpose of the Company is to
engage in the Business within the Target Market. The Company may, subject to
Section 5.3(f), engage in any other lawful act, business or activity that the
Management Committee approves. The Company will have the power to do any and all
acts necessary or advisable for the furtherance of its business and activities.

         SECTION 2.10 FOREIGN QUALIFICATION. The Management Committee will cause
the Company to comply with all requirements necessary to qualify the Company as
a foreign limited liability company in any jurisdiction in which the Company
owns property or transacts business to the extent, in the reasonable judgment of
the Management Committee, such qualification or registration is necessary or
advisable for the protection of the limited liability of the Members or to
permit the Company lawfully to own property or transact business. The Management
Committee may, and, at the request of the Management Committee or any officer,
each Member will, execute, acknowledge, swear to and deliver any or all
certificates and other instruments conforming with this Agreement that are
necessary or appropriate to qualify, continue or terminate the Company as a
foreign limited liability company in all such jurisdictions in which the Company
may conduct business.

         SECTION 2.11 NO STATE-LAW PARTNERSHIP. The Members intend that the
Company not be a partnership (including, without limitation, a limited
partnership) or joint venture, and that no Member, holder of an Economic
Interest, Manager or officer will be a partner or joint venturer of any other
Member, holder of an Economic Interest, Manager or officer for any purposes
other than federal and, if applicable, state tax purposes, and this Agreement
will not be construed to the contrary. The Members intend that the Company will
be treated as a partnership for federal and, if applicable, state income tax
purposes, and each Member and the Company will file all tax returns and will
otherwise take all tax and financial reporting positions in a manner consistent
with such treatment.


                                    ARTICLE 3
                                     MEMBERS

         SECTION 3.1 LIMITED LIABILITY. Except as expressly set forth in this
Agreement or required under the Act, no Member will be personally liable under
any judgment of a court, or in any other manner, for any debt, obligation, or
liability of the Company, whether that liability or


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obligation arises in contract, tort, or otherwise, solely by reason of being a
Member of the Company.

         SECTION 3.2 REMUNERATION TO MEMBERS. Except as otherwise provided in
this Agreement or as provided by a separate written agreement signed by all
Members, no Member is entitled to remuneration for acting in the Company
business.

         SECTION 3.3 VOTING RIGHTS. Except as provided in this Agreement or the
Certificate of Formation, Members will have no voting, approval or consent
rights.

         SECTION 3.4 ADMISSION OF ADDITIONAL MEMBERS. The Management Committee
may, subject to Section 5.3(f), admit to the Company additional Members. Any
additional Members will obtain Membership Interests and will participate in the
management, net profits, net losses, and distributions of the Company on such
terms as are determined by the Management Committee.

         SECTION 3.5 WITHDRAWALS OR RESIGNATIONS. No Member may withdraw or
resign from the Company except pursuant to ARTICLE 4 and Exhibit E-2, ARTICLE
11, ARTICLE 13 or ARTICLE 14.

         SECTION 3.6 MEMBERS ARE NOT AGENTS; NO MANAGEMENT AUTHORITY. Pursuant
to ARTICLE 5 and the Certificate of Formation, the management of the Company is
vested in the Management Committee. No Member, acting solely in the capacity of
a Member, is an agent of the Company nor can any Member in such capacity bind or
execute any instrument on behalf of the Company. The Members will have no power
to participate in the management of the Company except as expressly authorized
by this Agreement or the Certificate of Formation and except as expressly
required by the Act.

         SECTION 3.7 MEMBER GROUPS. Each Member Group comprised of more than one
Member will designate a "lead" Member, which designation will be subject to
approval by the Management Committee. The lead Member of a Member Group will
take all actions, make all decisions and give and receive all notices on behalf
of and regarding all Members comprising its Member Group. The lead Member for
the Initial Member Group comprised of the Initial Class B Member and the Initial
Class C Member will be the Initial Class B Member.


                                    ARTICLE 4
               OWNERSHIP INTERESTS, CONTRIBUTIONS AND CERTIFICATES

         SECTION 4.1 INITIAL CONTRIBUTIONS.

                  (a) On the First Closing Date, the Initial Class A Member will
         contribute the cash and any other assets set forth with respect to that
         Member on Exhibit A-1 hereto as its Initial Contribution, except to the
         extent such Exhibit indicates that any relevant asset(s) or contracts
         are to be contributed or assigned at some later date.


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                  (b) On the First Closing Date, the Initial Class B Member will
         contribute, and will cause the Initial Class C Member to contribute the
         assets, and assign each of the Assigned Contracts, that are set forth
         with respect to each such Initial Member on Exhibit A-2 and Exhibit A-3
         hereto as its Initial Contribution, except to the extent such Exhibits
         indicate that any relevant asset(s) or Assigned Contract(s) are to be
         contributed or assigned at some later date.

                  (c) The Initial Contributions are comprised of contributions
         to the Company of the assets set forth on Exhibit A-1, Exhibit A-2 and
         Exhibit A-3 and assignments to the Company of the Assigned Contracts.
         The Company, except as set forth on such schedules, will not assume,
         does not assume, and has not assumed any liabilities or obligations
         (contingent or otherwise) in conjunction with the Initial Contributions
         which arise from or are related to any period of time prior to the
         Effective Date of Transfer.

                  (d) The Initial Members acknowledge and agree that the failure
         by any Initial Member to timely make its Initial Contribution by any
         Initial Member would result in damage to the other Initial Members
         which would be difficult to calculate, and therefore agree that if any
         contract or agreement to be assigned to the Company which is listed on
         Exhibit A-2 or Exhibit A-3 is not assigned to the Company within 30
         days after the First Closing Date the Initial Class B Member will pay
         to the Company, as liquidated damages for the failure to assign such
         contract or agreement, sums equal to the revenue assumed for purposes
         of calculating the total revenue component of the financial model
         included in the Initial Business Plan, net of the expenses (consistent
         with the assumptions contained in the financial model) incurred by such
         Initial Member and not the Company (whether by reimbursement pursuant
         to Section 2.5(a) or otherwise) in connection with servicing such
         Assigned Contract from and after the Effective Date of Transfer for
         such period as the financial model included in the Initial Business
         Plan assumes such revenue. Payments to the Company under this Section
         shall be made at the time revenue would be paid to the Company under
         the relevant contract or agreement.

         SECTION 4.2 OWNERSHIP INTERESTS. Upon the making of the Initial
Contribution of each Initial Member as set forth above, the Company will issue
to each such Initial Member the percentage of Membership Interests in the
Company set forth in Exhibit C hereto. The Membership Interests will be
reflected in the books and records of the Company but will be uncertificated
unless certification is approved by the Management Committee.

         SECTION 4.3 CAPITAL ACCOUNTS. On the Formation Date, a separate Capital
Account will be established for each Member. Thereafter, each Member's Capital
Account will be maintained in accordance with Exhibit D hereto.

         SECTION 4.4 INTEREST. No interest will accrue on any Capital
Contribution and no Member will have the right to withdraw or be repaid any
Capital Contribution except as provided in this Agreement.


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         SECTION 4.5 ADDITIONAL CAPITAL CONTRIBUTIONS.

                  (a) FINANCIAL SUPPORTS AND GUARANTEES. Except for the Initial
         Contributions and Additional Capital Contributions unanimously agreed
         to by the Members (other than the Class C Member, which agreement will
         be deemed given together with the Class B Member's), no Member (nor any
         Affiliate of any Member) will be obligated to extend any financial
         support to the Company, nor to guarantee any obligation of the Company.

                  (b) CAPITAL CALL. Subject to the approval of the Class A
         Member and the Class B Member (except as noted in paragraph (a) above)
         and to the unanimous approval of the Management Committee pursuant to
         Section 5.3(f), the Management Committee may from time to time, by the
         delivery of written notice to the Members (a "CAPITAL CALL NOTICE")
         require the Members, pro rata in accordance with their respective
         Percentage Interests, to contribute cash or other assets with a value
         assigned thereto which has been agreed to by all Members to the capital
         of the Company ("ADDITIONAL CAPITAL CONTRIBUTIONS"), all as provided
         for in this Section 4.5, and in accordance with the procedures set
         forth in Exhibit E-1. No Member may voluntarily make any Additional
         Capital Contributions.

                  (c) ADDITIONAL TRADEMARKS. At the request of the Company, the
         Initial Class B Member and the Initial Class C Member will license
         certain of their respective trademarks to the Company on terms
         substantially similar to the terms included in the Trademark License
         Agreement, with such changes thereto as are required to comply with
         restrictions on use applicable to all licensees of the relevant
         trademarks.

         SECTION 4.6 DEFAULTING MEMBERS.

                  (a) GENERAL. Each Member agrees that timely payment or other
         satisfaction of its obligations under this Agreement when due is of the
         essence, that any failure by a Member to timely make any Initial
         Contributions or Additional Capital Contributions to the Company when
         required to be made by such Member would cause injury to the Company
         and to the other Members, and that the amount of damages caused by any
         such injury would be extremely difficult to calculate. Accordingly,
         each Member agrees that upon any failure (an "EVENT OF DEFAULT") by a
         Member to timely make any Initial Contributions or Additional Capital
         Contributions to the Company when required to be made by such Member (a
         "DEFAULTING MEMBER"), the remedies set forth in this Section 4.6 and
         Exhibit E-2 will apply to it, except to the extent the Management
         Committee, acting in its sole discretion (but without the vote of the
         Managers appointed by the Defaulting Member), otherwise agrees in
         writing with such Defaulting Member; provided, however, that the
         Management Committee will provide a Defaulting Member with at least
         five Business Days written notice prior to the application of such
         provisions; and, provided, further, that if, during such period, the
         Defaulting Member cures such Event of Default, including interest as
         provided in Paragraph (b) of Exhibit E-2 on such amount from the date
         such contribution was originally due until the actual date of
         contribution, such provisions will not apply to the Defaulting Member.


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                  (b) NO WAIVER. The election of the Management Committee or the
         non-Defaulting Member to pursue any remedy provided in this Section 4.6
         or Exhibit E-2 will not be a waiver or limitation of the right of the
         Management Committee, the Company or the non-Defaulting Members to
         pursue an additional or different remedy available hereunder or at law
         or in equity with respect to any subsequent default.

                  (c) ADDITIONAL CAPITAL CALL NOTICE. An Event of Default by any
         Member will not relieve any other Member of its obligation to make its
         Capital Contributions. After any Event of Default because of a failure
         to make a Capital Contribution, the Management Committee may issue a
         supplemental Capital Call Notice in the same manner, and subject to the
         same limitations, as are set forth in Section 4.5.

                  (d) CONSENT TO AND NON-EXCLUSIVITY OF REMEDIES. Each Member
         hereby consents to the application to it of the remedies provided in
         this Section 4.6 and Exhibit E-2 in recognition of the risk and
         speculative damages its default would cause the other Members, and
         further agrees that the availability of such remedies will not preclude
         any other remedies which may be available at law, in equity, by statute
         or otherwise in respect of any default by such Member in the
         performance of its other obligations under this Agreement.


                                    ARTICLE 5
                MANAGEMENT COMMITTEE AND OTHER GOVERNANCE MATTERS

         SECTION 5.1 MANAGEMENT THROUGH THE MANAGEMENT COMMITTEE. The
management of the Company is vested in a Management Committee (the "MANAGEMENT
COMMITTEE"), which will have the power and authority to manage and direct the
business and affairs of the Company under the terms and conditions of this
Agreement. The Members will appoint a Management Committee as provided in
Section 5.2. Except as otherwise expressly provided in this Agreement, the
Members will not participate in the control of the Company and will have no
right, power or authority to act for or on behalf of, or otherwise bind, the
Company. Except as expressly provided in this Agreement or required by any
non-waivable provisions of applicable Law, Members will have no right to vote on
or consent to any other matter, act, decision or document involving the Company
or its business.

         SECTION 5.2 MANAGEMENT COMMITTEE.

                  (a) SCOPE OF RESPONSIBILITY. Except as expressly provided
         herein (including, without limitation, as provided in subsections
         Section 5.3(f) and Section 5.4(a), below) the Management Committee has
         full, exclusive and complete control of and responsibility for the
         Company's activities. Without limiting the generality of the foregoing,
         the Management Committee will be specifically vested with the power to
         undertake the following actions:

                  (1) to appoint the officers of the Company;


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                  (2) except as set forth to the contrary herein, to make all
                  decisions regarding the disposition of the Company's assets
                  prior to a termination or expiration of the Company, regarding
                  any reorganizations of the Company, and in connection with a
                  Qualified Public Offering or termination of the Company; and

                  (3) to select, remove and replace the Company's accountants
                  and auditors.

                  (b) MANAGEMENT COMMITTEE COMPOSITION. The composition of the
         Management Committee will be as follows:

                  (1) At all times when the Initial Members comprise all of the
                  Members, the Management Committee will be composed of seven
                  members (each, a "Manager") three of whom are appointed by the
                  Class A Member (which appointment is subject to the approval
                  of the Class B Member, and such approval will not be
                  unreasonably withheld) (the "CLASS A MANAGERS"), three of whom
                  are appointed by the Class B Member (which appointment is
                  subject to the approval of the Class A Member, and such
                  approval will not be unreasonably withheld) (the "CLASS B
                  MANAGERS") and the seventh being the Chief Executive Officer.
                  The initial Managers, all of whom have been approved as set
                  forth above, are listed on Exhibit G and are appointed
                  effective as of the First Closing Date.

                  (2) Subject to subsection (5) below, each Manager (other than
                  the Chief Executive Officer) will serve on the Management
                  Committee until such time as he or she resigns, retires, dies
                  or is removed. Notwithstanding anything to the contrary
                  contained in subsection (1), above, Managers may be removed
                  with or without cause at any time by the Member who appointed
                  such Manager. Upon the resignation, retirement, death or
                  removal of any Manager, the Member who appointed such Manager
                  will nominate and appoint a replacement Manager pursuant to
                  the procedure set forth in subsection (1), above.

                  (3) The Chief Executive Officer will serve as a Manager during
                  his or her tenure in such office. However, if the Management
                  Committee (including all of the Class A Managers but excluding
                  the Chief Executive Officer) commences deliberations to
                  consider removing the Chief Executive Officer from such
                  position, the Chief Executive Officer will immediately cease
                  to be a Manager. Each successor Chief Executive Officer will
                  automatically be appointed to serve as a Manager.

                  (4) Upon the admission of a new Member (other than an
                  additional or successor Class A Member, Class B Member or
                  Class C Member) in accordance with the terms of this
                  Agreement, such new Member will be entitled to appoint such
                  Managers, and the Management Committee will be so
                  reconstituted, as is required by the terms of such new
                  Member's admission to the Company.

                  (5) Any officer of the Company (other than the Chief Executive
                  Officer) who is nominated and appointed to serve as a Manager
                  and serves as a Manager at the same time he or she serves as
                  an officer will be removed from his or her position as a
                  Manager, automatically and without the need for any action by
                  any Member or any other Manager, if such Person ceases to
                  serve as an officer of the Company for


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                  any reason except for an unsolicited decision by such Person
                  to resign as an officer, which decision is freely and
                  voluntarily made.

         SECTION 5.3 MANAGEMENT COMMITTEE MEETINGS.

                  (a) REGULAR MEETING. The Management Committee will hold
         regular quarterly meetings without call or notice at such time as will
         from time to time be fixed by standing resolution of the Management
         Committee.

                  (b) SPECIAL MEETINGS. Special meetings of the Management
         Committee may be called by any two Managers. All meetings will be held
         upon ten days' notice by mail or 72 hours' notice delivered personally
         or by telephone or facsimile. A notice need not specify the purpose of
         any meeting; however, a special meeting may not be called to entertain
         any Unanimous Consent Item without specifying such action in the notice
         of the meeting. Notice of a special meeting need not be given to any
         Manager who signs a waiver of notice or a consent to holding the
         meeting or an approval of the minutes thereof, whether before or after
         the meeting, or who attends the meeting without protesting, prior to
         its commencement, the lack of notice to such Manager. All such waivers,
         consents and approvals will be filed with the Company records or made a
         part of the minutes of the meeting.

                  (c) LOCATION OF MEETINGS. Meetings of the Management Committee
         may be held at any place within or without the State of Delaware that
         has been designated in the notice of the meeting or at such place as
         may be approved by the Management Committee. Managers may participate
         in a meeting through use of conference telephone or similar
         communications equipment, so long as all Managers participating in such
         meeting can hear one another. Participation in a meeting in such manner
         constitutes a presence in person at such meeting

                  (d) PARTICIPATION BY SENIOR EXECUTIVES. The Company's Chief
         Executive Officer, Chief Operating Officer, and Chief Financial Officer
         may attend and participate in Management Committee meetings, but only
         the Chief Executive Officer (in his or her capacity as a Manager) will
         be entitled to vote therein; provided, however, that:

                  (1) no officer of the Company (including any officer who
                  simultaneously serves as a Manager of the Company) may attend
                  or participate in any Management Committee meeting which is
                  convened, in whole or in part, to discuss (or during which
                  Management Committee decides to discuss) the continued tenure
                  or possible dismissal of such officer, and

                  (2) no Manager may attend or participate in any Management
                  Committee meeting which is convened, in whole or in part, to
                  discuss (or during which Management Committee decides to
                  discuss) any breach or alleged breach of the Member that
                  appointed such Manager to the Management Committee, or to
                  discuss any other failure or alleged failure of the Member
                  that appointed such Manager to the Management Committee to
                  fulfill any of its obligations hereunder or under any
                  Transaction Document.


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                  (e) APPROVAL THRESHOLDS. Except as set forth subsection (f),
         below, decisions of the Management Committee will be taken by the
         simple majority of all Managers.

                  (f) UNANIMOUS CONSENT ITEMS. The unanimous consent of all
         Managers appointed by the Class A Member and all Managers appointed by
         the Class B Member given during a meeting of the Management Committee
         or in a unanimous written consent will be required to take any of the
         following actions (the "UNANIMOUS CONSENT ITEMS"):

                  (1) any amendment to, restatement of, or substitution for this
                  Agreement, the Certificate of Formation, or any other
                  organizational or charter documents that may govern the
                  Company from time to time;

                  (2) a decision to cause or allow a Bankruptcy Event to occur
                  with respect to the Company;

                  (3) acquisitions and dispositions of assets in a transaction
                  or a series of transactions the aggregate value of which
                  constitutes more than * * * percent of the Fair Market Value
                  of the Company's total assets, or the merger of, consolidation
                  with, or any other business combination involving the Company;

                  (4) the decision to engage in a Qualified Public Offering, the
                  determination of whether a proposed course of action
                  constitutes a Qualified Public Offering, and the plan of
                  action to effect the Qualified Public Offering, as described
                  in ARTICLE 12;

                  (5) in conjunction with a Qualified Public Offering, the form
                  and content of the Certificate of Incorporation and Bylaws of
                  the Resulting Corporation or the organizational documents of
                  any other successor entity;

                  (6) any issuance of any additional Membership Interests, any
                  repurchase of Membership Interests, and the making of any
                  recommendation to the Members in favor of making an Additional
                  Capital Call;

                  (7) the development and sale of products or the provision of
                  services by the Company * * *, except for (i) products and
                  * * * which need only be approved by a majority of the
                  Management Committee, and (ii) products and services which
                  have previously been approved pursuant to this subsection (f);
                  or

                  (8) any * * * of the Company.

                  (g) MANAGEMENT COMMITTEE WRITTEN CONSENT. Any action required
         or permitted to be taken by the Management Committee may be taken by
         the Management Committee without a meeting, if all of the Managers
         individually or collectively consent in writing to such action. Such
         action by written consent will have the same force and effect as a
         unanimous vote of such Managers.


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                  (h) MANAGEMENT COMMITTEE AS AGENT. The Management Committee
         (and each Manager and/or officer authorized by the Management Committee
         to act on behalf of the Management Committee) will be an agent of the
         Company, and the actions of the Management Committee (or such Managers
         and/or officers) taken in such capacity and in accordance with this
         Agreement will bind the Company.

                  (i) DELEGATION. The Management Committee may appoint, employ
         or otherwise contract with any Persons for the transaction of the
         business of the Company or the performance of services for or on behalf
         of the Company, and the Management Committee may delegate to any such
         Persons such authority to act on behalf of the Company as the
         Management Committee may from time to time deem appropriate in
         accordance with (h).

                  (j) COMPENSATION. If approved by the Management Committee, a
         Manager will be entitled to reimbursement on a monthly basis from the
         Company for all reasonable and properly documented out-of-pocket costs
         and expenses incurred by him or her, in his or her reasonable
         discretion, for or on behalf of the Company.

         SECTION 5.4 OFFICERS.

                  (a) APPOINTMENT OF OFFICERS.

                  (1) On or before the First Closing Date, the Initial Members
                  will jointly agree upon and appoint the Company's initial
                  Chief Executive Officer, Chief Operating Officer and Chief
                  Financial Officer.

                  (2) Except for the initial appointment described in subsection
                  (1), the Management Committee has sole discretion to appoint
                  the Company's Chief Financial Officer, Chief Operating Officer
                  and other executive officers.

                  (3) Except for the initial appointment described in subsection
                  (1), the Class A Managers (other than the Chief Executive
                  Officer) have sole discretion to appoint and remove the
                  Company's Chief Executive Officer.

                  (4) The Management Committee may, at any time, appoint any
                  other officers if it deems such appointment would beneficial
                  to the Company, including but not limited to, one or more
                  vice-presidents, a secretary and assistant secretaries. The
                  officers will serve at the pleasure of the Management
                  Committee, subject to all rights, if any, of an officer under
                  any contract of employment. Any individual may hold any number
                  of offices. The officers will exercise such powers and perform
                  such duties as specified in this Agreement and as may be
                  determined from time to time by the Management Committee.

                  (5) Subject to the rights, if any, of an officer under a
                  contract of employment, any officer may be removed, either
                  with or without cause, by the Management Committee. Any
                  officer may resign at any time by giving written notice to the
                  Management Committee. Any resignation will take effect on the
                  date of the receipt of that notice or at any later time
                  specified in the notice; and, unless


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                  otherwise specified in such notice, the acceptance of the
                  resignation will not be necessary to make it effective. Each
                  officer will serve until his or her resignation, removal,
                  death or inability to serve. A vacancy in any office will be
                  filled by the Management Committee.

                  (b) SALARIES OF OFFICERS. The salaries of officers and agents
         of the Company will be fixed by the Management Committee.

                  (c) DESCRIPTIONS OF POSITIONS. The officers set forth below
         will, unless modified by the Management Committee, have the duties and
         responsibilities described below:

                  (1) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer will
                  have ultimate oversight over the Company's operations and
                  staff and the creation and communication of the Company's
                  policies, will report directly to the Management Committee,
                  and will have such other powers and duties as the Management
                  Committee may prescribe.

                  (2) CHIEF OPERATING OFFICER. The Chief Operating Officer will
                  manage the Company's operations on a day-to-day basis and be
                  responsible for implementation of the Company's policies, will
                  report directly to the Chief Executive Officer, and will have
                  such other powers and duties as the Management Committee may
                  prescribe.

                  (3) CHIEF FINANCIAL OFFICER. The Chief Financial Officer will
                  manage the Company's finances on a day-to-day basis, manage
                  the Company's capital, and oversee the Company's staff, will
                  report directly to the Chief Executive Officer and will have
                  such other powers and duties as the Management Committee may
                  prescribe.

                  (d) SIGNING AUTHORITY OF OFFICERS. Any officer, acting alone,
         is authorized to endorse checks, drafts, and other evidences of
         indebtedness made payable to the order of the Company, but only for the
         purpose of deposit into the Company's accounts. All checks, drafts,
         instruments and contracts obligating the Company to pay money in an
         amount of less than $250,000, with respect to operating expenses, or
         $500,000, with respect to capital expenditures or obligations, and may
         be signed by any one officer designated by the Management Committee as
         generally having signatory authority, acting alone. All checks, drafts,
         instruments and contracts obligating the Company to pay money in
         amounts in excess of the foregoing amounts must be signed on behalf of
         the Company by any two such officers acting together. The foregoing
         restrictions may be modified by the Management Committee in its
         discretion.


                                    ARTICLE 6
                                  BUSINESS PLAN

         SECTION 6.1 ANNUAL BUSINESS PLAN. For each Business Plan Period, the
Management Committee will develop and approve an annual Business Plan. The
Business Plan will provide for


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operations through the next Fiscal Year. The Business Plan for the Initial
Business Plan Period of the Company is attached to this Agreement as Exhibit F.

         SECTION 6.2 APPROVAL OF PROPOSED BUSINESS PLAN. At least 90 days prior
to the end of the Initial Business Plan Period and each succeeding Business Plan
Period thereafter, the Chief Executive Officer and Chief Financial Officer will
cause to be prepared and presented to the Management Committee a proposed
Business Plan for the next succeeding Business Plan Period (the "APPLICABLE
BUSINESS PLAN PERIOD") for consideration and approval by the Management
Committee. The proposed Business Plan will, among other things (including any
items requested by the Management Committee), contain:

                  (a) planned commitments, leases and capital expenditures for
         such Business Plan Period, and all such commitments, leases and capital
         expenditures which will extend into subsequent Business Plan Periods;

                  (b) profit and loss, balance sheet and Cash Flow projections
         for such Business Plan Period;

                  (c) borrowings planned during such Business Plan Period;

                  (d) projected financial requirements and results of
         activities, if any, to be undertaken by the Company during such
         Business Plan Period;

                  (e) the proposed number of employees of the Company during
         such Business Plan Period and the proposed cash compensation and
         estimated benefit expense during such Business Plan Period;

                  (f) any other material information relating to the operating
         and capital budgets of the Company for such Business Plan Period;

                  (g) a marketing assessment and sales plan for such Business
         Plan Period; and

                  (h) a new product/business expansion strategic plan.


                                    ARTICLE 7
                RELATIONSHIP BETWEEN THE MEMBERS AND THE COMPANY

         SECTION 7.1 THE CLASS B MEMBER'S RELATIONSHIP TO THE COMPANY.

                  (a) ***, unless the Class A Member otherwise agrees in
         writing, the Class B Member will not, and will cause each of its
         Affiliates (including, but not limited to, the Class C Member) to not,
         engage in the provision of any products and/or services comprising all
         or any part of the Business related to the Initial Scope of Services.


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                  (b) The Class B Member is specifically permitted to continue
         to engage in the provision of services relating to * * *.

                  (c) The Class B Member is specifically permitted to provide
         services relating to * * *, but is prohibited from * * * Class B Member
          * * * the Company). For purposes of this subsection:

                  (1) "Knowledge Management" means the harnessing,
                  identification, organization and use of business data to
                  strengthen a customer's competitive position by enabling
                  customers to manage their raw business data to create valuable
                  business "knowledge" that enhances the performance of their
                  organization. Knowledge Management services include program
                  design and development, building systems to capture data and
                  turn it into knowledge, and designing and building the
                  supporting systems architecture,

                  (2) "Management and Business Consulting" means consulting
                  services comprised of two specialties: strategy consulting,
                  which focuses on improving a customer's performance by helping
                  the customer align its business strategy to its industry's
                  particular business condition, and operations consulting,
                  which assesses the efficiency of the customer's operational
                  processes and alignment with its business strategy,

                  (3) "Systems Integration Services" means services which allow
                  or cause proprietary and commercial applications to share and
                  exchange information and to participate in each other's
                  processes through a variety of processes, including the
                  creation of a single user interface for a collection of
                  applications, and the design of software bridges and
                  translators which make data in one format accessible to
                  programs which read or access data in a different format,

                  (4) "World Class Finance" means the implementation of industry
                  best practices to manage the finance and accounting functions
                  of operations and to improve the ability of the customer to
                  measure and analyze operational performance. World Class
                  Finance services are applicable to areas such as budgeting,
                  planning, decision support, cost management and the
                  integration of financial and other customer operations and
                  analysis systems, and

                  (5) "World Class Human Resources" means the implementation of
                  industry best practices to manage the human resource side of
                  customers' operations, analyze and integrate their human
                  resources, payroll, retirement benefits, insurance benefits


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                  and welfare benefits and to improve the effectiveness, quality
                  and cost-efficiency of their human resources organization
                  through technology. World Class Human Resources services
                  include the valuation of the customer's organizational
                  structure, improving the effectiveness of the individual human
                  resources functions, systems integration and the
                  implementation of combined human resources functions.

                  (d) The Class B Member will, and will cause each of its
         Affiliates (including, but not limited to, the Class C Member):

                  (1) to assign or transfer all of its existing and future
                  customers of products and/or services comprising all or part
                  of the Business related to the Initial Scope of Services to
                  the Company, and to make commercially reasonable efforts to
                  cause such customers to assent or consent to the substitution
                  of the Company as their provider of products and services that
                  constitute the Business related to the Initial Scope of
                  Services, and

                  (2) to not enter into future relationships or agreements with
                  customers which relate to any aspect of the Business related
                  to the Initial Scope of Services, but which prohibit or
                  require the customer's consent to transfer such agreements to
                  the Company.

                  (e) The Class B Member agrees and on behalf of its Affiliates
         agrees that the Company will be the exclusive provider to the Class B
         Member and its Affiliates of * * * the Class B Member * * *.

         SECTION 7.2 THE CLASS A MEMBER'S RELATIONSHIP TO THE COMPANY.

                  (a) * * * and unless the Class B Member otherwise agrees in
         writing, the Class A Member will not, and will cause each of its
         Affiliates to not:

                  (1) provide, within the Company's * * *, an * * * to end
                  users; or

                  (2) take an equity position in any Person that directly
                  competes with the Company * * * (other than an investment not
                  in excess of 5% of any Person the securities of which are
                  listed on a nationally recognized securities exchange).

                  (b) The Class A Member is specifically permitted to provide to
         any customer (including competitors of the Company), without
         limitation, broadband and other telecommunications services, hosting
         activities, communications and information infrastructure construction
         and management, and to participate in or provide distribution channels
         for products and services, * * *, during and beyond the Exclusivity
         Period and the Term.

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         during and beyond the Exclusivity Period and the Term.

                  (c) * * *, the Class A Member will name the Company as the
         provider of products and services which constitute the Business related
         to the Initial Scope of Services for each of the Class A Member's
         customers who purchase such products and services from the Class A
         Member and * * *.

         SECTION 7.3 SUPPORT OBLIGATIONS.

                  (a) If the Class B Member or any of its Affiliates develop or
         obtain rights to products or services that constitute the Business or
         enhancements to the Business related to the Initial Scope of Services,
         the Class B Member will promptly offer to sublicense such rights to the
         Company or cause the Company to be a permitted participant in such
         rights.

                  (b) If the Class A Member or any of its Affiliates develop or
         obtain rights to products or services that constitute the Business or
         enhancements to the Business related to the Initial Scope of Services,
         the Class A Member will promptly offer to sublicense such rights to the
         Company or cause the Company to be a permitted participant in such
         rights; provided that the Class A Member will not be required to take
         any action that would cause it to violate (i) any applicable Law, or
         (ii) any provision of any contract or agreement to which the Class A
         Member or any of its Affiliates is a party or by which any such Person
         or its assets is bound.

         SECTION 7.4 MEMBERS AS PROVIDERS TO THE COMPANY.

                  (a) Each Member, on an ongoing basis, will offer upon request
         to provide to the Company any and all products or services which it
         provides to its customers in the/ ordinary course of business. In
         offering products or services to the Company, each Member will offer
         such products and services * * * (for tariffed products or services),
         or * * * (for all other products or services); provided, however, that
         products and services to be provided by the Class A Member under the
         agreements referenced in Section 2.4(4) and Section 2.4(5) will not be
         subject to this paragraph until such agreements have expired; and
         provided, further, that in no event will the terms of this subsection
         (a) require a Member to offer or provide * * *.

                  (b) The Management Committee will make all decisions on the
         Company's purchase of products and services on the basis of the Terms
         of Sale of the transaction as a whole.

                  (1) If the Management Committee concludes that the Terms of
                  Sale, taken as a whole, of a Member's offer to provide to the
                  Company certain products or services that the Company
                  currently intends to purchase are, taken as a whole, at


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                  least as favorable as those offered to the Company by each
                  other Person (including another Member) that has offered to
                  provide the same or similar products or services to the
                  Company, then the Management Committee will designate such
                  Member as the provider of such product or service, even if the
                  discounted price, taken alone, offered by such Member to the
                  Company for providing such product or service is not lower
                  than the price offered by such other Person.

                  (2) If the Management Committee determines that the Terms of
                  Sale offered to the Company by a third party are the most
                  favorable to the Company, prior to awarding a contract for the
                  purchase of products or services to a third party, a Member
                  who had bid to provide such products or services will have a
                  right of first refusal to provide them on Terms of Sale
                  identical to those offered by such third party.

         SECTION 7.5 SALES AND DISTRIBUTION CHANNELS.

                  (a) Each Member, on an ongoing basis, will cause sales and
         distribution services that such Member and its Affiliates provide in
         relation to the sale and distribution of such Member's and its
         Affiliates' own products and services to be provided to the Company
         according to the pricing described in Section 7.4(a), and otherwise on
         customary terms and conditions. All sales and marketing efforts on
         behalf of the Company's products and services will be subject to the
         approval of the Management Committee.

                  (b) Each Member, together with the Company, will develop a
         sales and marketing plan regarding the use of such Member's sales and
         distribution channels and other resources to market and sell the
         Company's products and services that is acceptable to such Member and
         to the Company, and such plan will be subject to periodic review and
         adjustment.

                  (c) Each Member will, upon the request of the Company, provide
         to the Company all information regarding such Member's agreements with
         third party providers of sales and distribution services (to the extent
         such services are reasonably related to the Business) that is not
         subject to a contractual or other obligation that would prohibit the
         disclosure of such information to the Company. Upon the request of the
         Company, each Member will exercise reasonable commercial efforts to
         cause any one or more third-party providers of sales and distribution
         services to such Member to offer the same or similar services to the
         Company upon the terms and conditions then enjoyed by such Member.

         SECTION 7.6 NON-SOLICITATION. Without the written consent of the other
Members, none of the Members may, prior to the first anniversary of a Qualified
Public Offering, solicit for employment any employee of another Member who is
providing services to the Company in accordance with an Employee Loan-Out
Agreement prior to the Qualified Public Offering, or any employee of the Company
following a Qualified Public Offering. The Members will take such actions during
the term of existence of the Company as are necessary to preserve the continuity
of services to the Company by the individuals listed on Exhibit B-1, Exhibit B-2
or Exhibit B-3 and any permitted substitutes for such individuals.


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         SECTION 7.7 FUTURE LICENSES. Until a Qualified Public Offering, each
Member will use its commercially reasonable best efforts to cause any future
license for an individual software application within the Application Categories
to include the Company as an additional license or to otherwise make such
application available to the Company for use in its Business.


                                    ARTICLE 8
                 OWNERSHIP AND CONTROL OF INTELLECTUAL PROPERTY

         SECTION 8.1 INTELLECTUAL PROPERTY CONTRIBUTED BY THE CLASS B MEMBER.

                  (a) The Class B Member hereby grants a worldwide, irrevocable,
         perpetual, non-assignable or sub-licensable, royalty-free license under
         all of the Class B Member's and the Class C Member's intellectual
         property to the Company for the use of the methodologies, templates and
         software that are listed on Exhibit A-2 (collectively, the
         "TEMPLATES").

                  (b) The Class B Member will grant a worldwide, irrevocable,
         perpetual, non-assignable or sub-licensable, royalty-free license to
         all improvements, modifications, and extensions of any part of the
         Templates, and all products constituting successors to any part of the
         Templates (or to any part of the Templates, as improved, modified, or
         extended), promptly after each such improvement, modification,
         extension or successor is employed, sold, or otherwise distributed by
         the Class B Member or its Affiliates (including the Class C Member) on
         other than an experimental or test basis. For purposes of this Section
         8.1, "beta testing" (or any similar term denoting an advanced stage of
         evaluation preceding a general release or use of a Template or other
         item of software) will constitute a distribution on "other than an
         experimental or test basis."

                  (c) Methodologies, templates or items of software other than
         those listed on Exhibit A-2 that are owned or controlled by Class B
         Member or its Affiliates (including the Class C Member) and are
         reasonably related to the Business will, upon the request of the
         Company, be licensed to the Company on terms substantially similar to
         those governing the license of the Templates described in subsection
         (a), above, for a fee computed according to the method described in
         Section 7.4(a) to the extent offered or intended to be offered to third
         party customers and otherwise based on an at least ***% discount to the
         fair market value of such license rights.

         SECTION 8.2 INTELLECTUAL PROPERTY CONTRIBUTED BY THE CLASS A MEMBER.

                  (a) Pursuant to the IP OSS/BSS Sublicense Agreement, the Class
         A Member will grant an irrevocable, non-assignable or sublicensable
         license to the Company for the use of the IP OSS/BSS. With respect to
         the Company's use of the IP OSS/BSS for its internal functions, such
         license will be on a royalty-free basis until the earlier of a
         Qualified Public Offering and the expiration of the Term. From and
         after the Qualified Public Offering, such license will be at market
         rates to be negotiated by the Class A Member and the Company. With
         respect to the Company's use and resale of the IP OSS/BSS as a
         component of the Company's products and services for use by the
         Company's Customers,


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         such license will require the payment of a license fee to the Class A
         Member equal to * * *% of the revenues received by the Company related
         to that use (or a reasonable allocation thereof, as determined in good
         faith by the Management Committee, if the applicable revenues are not
         calculated separately by function).

                  (b) Pursuant to the Trademark License Agreement, the Class A
         Member will grant an irrevocable, non-assignable or sublicensable
         license to the Company, on a royalty-free basis, on terms and
         conditions set forth therein.

         SECTION 8.3 INTELLECTUAL PROPERTY DEVELOPED BY THE COMPANY.

                  (a) All methodologies, templates, software, and other
         intellectual property developed by the Company or its agents (except
         for the Templates and any other intellectual property licensed to the
         Company under Section 8.1 or Section 8.2), will be and remain the
         property of the Company, and the Management Committee will take all
         actions necessary or useful, in its judgment, to protect such
         intellectual property.

                  (b) * * *, the Company will, upon request of a Member, * * *
         Company * * * to each Member which * * * will require such Member * * *
         the Company * * *.

                  (c) The Company will not assign or license any methodologies,
         templates, software, or other intellectual property developed by the
         Company or its agents in which the Company has ownership rights of
         which the primary component, in the reasonable judgment of the
         Management Committee, are instruction sets or other computer code that
         are copied from or are directly derived (i.e., without a significant
         investment of effort or originality) * * * the Company * * * one of the
         Initial Members without the approval of such Initial Member.

                  (d) Each Member, upon request of the Company, will grant to
         the Company a non-assignable or sub-licensable license of any or all of
         the methodologies, templates, software, and other intellectual property
         developed by such Member or its agents that are directly or indirectly
         derived from intellectual property licensed to such Member by the
         Company.


                                    ARTICLE 9
        DISTRIBUTIONS, TAX MATTERS, AND ALLOCATIONS OF PROFITS AND LOSSES

         SECTION 9.1 DISTRIBUTION OF CASH FLOW. Distributions will be made to
Members in accordance with their Percentage Interests in such amounts and at
such times as determined by the Management Committee.


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         SECTION 9.2 ALLOCATIONS OF NET INCOME AND NET LOSSES. All allocations
of net income, net losses and any other items of income, gain, loss, deductions
and credit of the Company will be made in accordance with the provisions of
Exhibit D hereto.

         SECTION 9.3 TAX MATTERS FOR THE COMPANY HANDLED BY TAX MATTERS MEMBER.
The Tax Matters Member is authorized and required to represent the Company (at
the Company's expense) in connection with all examinations of the Company's
affairs by tax authorities, including administrative and judicial proceedings,
and to expend Company funds for professional services and costs associated
therewith. The Tax Matters Member will have the authority and responsibility to
arrange for the preparation of, and timely file, the Company's tax returns. The
Tax Matters Member will be entitled to receive reimbursement of its reasonable
out-of-pocket costs and expenses for such services.


                                   ARTICLE 10
                 EXCULPATION AND INDEMNIFICATION; OTHER MATTERS

         SECTION 10.1 PERFORMANCE OF DUTIES; LIABILITY OF MEMBERS. Except as
provided in this Agreement, the Members will not be liable to the Company or to
any other Member for any loss or damage sustained by the Company or a Member,
unless the loss or damage will have been the result of fraud, deceit, gross
negligence, reckless or intentional misconduct, or a knowing violation of Law by
such Member. The Managers will perform their managerial duties in good faith, in
a manner they reasonably believe to be in the best interests of the Company and
its Members, and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances.

         SECTION 10.2 EXCULPATION AND INDEMNIFICATION BY THE COMPANY.

                  (a) The Company will indemnify any Person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding by reason of the fact that such
         Person is or was a Member, Manager, officer, employee or other agent of
         the Company or that, being or having been such a Member, Manager,
         officer, employee or agent, such Person is or was serving at the
         request of the Company as a manager, director, officer, employee or
         other agent of another limited liability company, corporation,
         partnership, joint venture, trust or other enterprise (all such persons
         being referred to hereinafter as an "agent"), to the fullest extent
         permitted by applicable Law in effect on the date hereof and to such
         greater extent as applicable Law may hereafter from time to time
         permit. The Management Committee is authorized, on behalf of the
         Company, to enter into indemnity agreements from time to time with any
         Person entitled to be indemnified by the Company hereunder, upon such
         terms and conditions as the Management Committee deems appropriate in
         its business judgment.

                  (b) The Company will have the power to purchase and maintain
         insurance on behalf of any Person who is or was an agent of the Company
         against any liability asserted against such Person and incurred by such
         Person in any such capacity, or arising out of such Person's status as
         an agent, whether or not the Company would have the power to


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         indemnify such Person against such liability under the provisions of
         Section 10.2 or under applicable Law.

         SECTION 10.3 INDEMNIFICATION BY THE INITIAL MEMBERS. Each Initial
Member (an "INDEMNIFYING PARTY") will remain fully liable to, and will indemnify
and hold harmless, the Company and each other Initial Member and such Persons'
directors, officers, shareholders, members, agents, representatives and
Affiliates (collectively, the "INDEMNIFIED PARTIES") from and against all
claims, losses, damages (including loss of profits and consequential damages
awarded to a third party, if any, but excluding loss of profits and
consequential damages otherwise suffered by the Indemnified Parties), expenses,
judgments, costs and liabilities (including reasonable attorneys' fees and
costs) incurred by the Indemnified Parties, or any of their respective
Affiliates, arising from (1) any breach of the Indemnifying Party's, or any of
its Affiliate's, representations or warranties under this Agreement or any of
the Transaction Documents, or (2) all obligations or liabilities that result
from or relate to the Initial Contributions that are not expressly assumed by
the Company.


                                   ARTICLE 11
                              TRANSFER OF INTERESTS

         SECTION 11.1 TRANSFER OF INTERESTS.

                  (a) Without the consent of each Member Group and except as
         expressly provided in this Agreement, no Member may sell, assign,
         pledge or otherwise transfer all or any portion of its Membership
         Interest or Economic Interest (a "TRANSFER"). Any purported Transfer in
         violation of this ARTICLE 11 will be void.

                  (b) For purposes of this Section 11.1, but subject to Section
         11.2, any sale, assignment, pledge or other transfer of any of the
         capital stock (or any other securities) of the Initial Class C Member
         by the Initial Class B Member will constitute a sale of a portion of
         the Initial Class B Member's Membership Interest.

         SECTION 11.2 PERMITTED TRANSFERS.

                  (a) A Transfer by a Member to its ultimate parent entity or to
         a wholly-owned direct or indirect subsidiary of its ultimate parent
         entity is permitted, except that the Initial Class B Member may not
         make such a Transfer until such ultimate parent company is changed
         pursuant to paragraph (b) below.

                  (b) The Initial Class B Member is expressly allowed to
         contribute all of the assets of its consulting division, "KPMG
         Consulting" to a newly created corporation, including the Initial Class
         B Member's Membership Interest in the Company, provided, however, that
         the Initial Class B Member must have caused, simultaneously with or
         prior to such contribution:

                  (1) all assets relating to the Initial Class B Member's
                  participation in the Company, including but not limited to all
                  products and services provided to or acquired from


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                  the Company and all intellectual property rights licensed to
                  or licensed from the Company, to be simultaneously and
                  irrevocably sold, assigned, and transferred to such newly
                  created corporation;

                  (2) the Initial Class B Member and such newly created
                  corporation to have executed and delivered an assignment and
                  assumption agreement, reasonably satisfactory in form and
                  content to the Company, by which the initial Class B Member
                  will assign all rights under this Agreement and the
                  Transaction Documents to which the Initial Class B Member is a
                  party to such newly created corporation, and such newly
                  created corporation will have assumed all liabilities and
                  obligations under this Agreement and the Transaction Documents
                  to which the Initial Class B Member is a party; and

                  (3) all shares of securities of the Initial Class C Member,
                  beneficially held or held of record by the Initial Class B
                  Member to be simultaneously and irrevocably sold, assigned and
                  transferred to such newly-created corporation.

         Upon the satisfaction of the conditions set forth in the immediately
         preceding proviso, the Membership Interest of the Initial Class B
         Member will be transferred to such corporation and such corporation
         will be admitted to the Company as a substitute Member without further
         action by the Management Committee or the Members.

                  (c) Sales, transfers, assignments, or pledges of interests in
         a Member's ultimate parent company or of any intermediate parent
         company will not constitute sales, transfers, assignments, or pledges
         of any interest in the Company if, immediately following such event all
         assets relating to the Company and such Member's obligations to the
         Company, are owned or controlled by the resulting ultimate parent
         company of such Member.

         SECTION 11.3 RIGHTS OF ASSIGNEES. Until such time, if any, as a
transferee of any permitted Transfer under Section 11.1 or Section 11.2 is
admitted to the Company as a substitute Member, such transferee will be only a
holder of an Economic Interest.

         SECTION 11.4 ACTIONS FOLLOWING TRANSFERS. Notwithstanding any other
provision of this Agreement, the Company will not recognize any Transfer of an
Economic Interest or Membership Interest unless all costs incurred by the
Company to effect such Transfer have been paid by the transferor and there is
filed with the Company a written and dated notification of such Transfer, in
form and substance satisfactory to the Company, executed and acknowledged by the
transferor and the transferee and such notification (i) contains the agreement
by the transferee to be bound by all the terms and conditions of this Agreement
and (ii) represents that such Transfer was made in accordance with all
applicable securities Laws and regulations.


                                   ARTICLE 12
                             INITIAL PUBLIC OFFERING

         SECTION 12.1 APPROVAL OF QUALIFIED PUBLIC OFFERING. The Management
Committee, subject to Section 5.3(f), must unanimously approve a Qualified
Public Offering of the securities of the Company (or of a Resulting Corporation,
as defined below). Such approval must include


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an approval of the Company's plan to effect the Qualified Public Offering, which
plan must include a determination, based upon consultation with the Company's
tax counsel as to the most tax-favored form of reorganization and with a
proposed managing underwriter or underwriters for such Qualified Public Offering
(including questions as to whether to contribute the assets of the Company, or
their Membership Interests, to a Resulting Corporation).

         SECTION 12.2 CONVERSION TO CORPORATION. If the Company's plan to
initiate a Qualified Public Offering requires that the Company be restructured
into a corporation (the "RESULTING CORPORATION"), then, subject to the approval
of the Management Committee pursuant to Section 5.3(f) and Section 12.1:

                  (a) the Resulting Corporation will be organized and
         incorporated under the Laws of the State of Delaware;

                  (b) subject to Section 12.4, the Certificate of Incorporation
         and Bylaws of the Resulting Corporation will include standard and
         customary provisions as will then be applicable to public corporations
         incorporated under the Laws of the State of Delaware, and such other
         provisions as will have been included in such plan or which may later
         be agreed upon by the Management Committee pursuant to Section 5.3(f);
         and

                  (c) the Members and the Company will negotiate in good faith
         with the intent of entering into a shareholders' agreement which will
         contain customary registration rights, rights of first offer, "drag
         along," and "tag along" rights, which each Initial Member will enjoy as
         long as their ownership percentages of the Company are in excess of
         thresholds to be specified therein.

         SECTION 12.3 CONSIDERATIONS REGARDING THE CLASS A MEMBER. Prior to a
Qualified Public Offering, the Members will consult with each other and
evaluate, in good faith, the viability under then-existing market conditions of
any options available to the Members that would allow the Class A Member to
retain the ability to consolidate the financial results of the Resulting
Corporation with itself under GAAP which are proposed by the Class A Member and
will cooperate with the Class A Member in implementing any reasonable mechanism
which is proposed by the Class A Member.

         SECTION 12.4 EQUITY AND VOTING.

                  (a) Upon formation of the Resulting Corporation, the Members'
         Membership Interests will be converted into the outstanding shares of
         separate classes of stock, with an additional class of stock designated
         as shares to be sold to the public in a Qualified Public Offering.
         Subject to Section 12.3, the separate classes of stock of the Resulting
         Corporation will have equivalent rights and designations except for
         voting. The number of shares of the relevant class to be issued to each
         Member will be calculated to maintain the relative ownership ratio of
         the Members immediately preceding the formation of the Resulting
         Corporation with pro rata dilution for the number of shares to be sold
         to the public.


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                  (b) The voting rights will be allocated among the classes (1)
         to ensure, prior to the Qualified Public Offering, that each Member's
         rights with respect to its control over certain transactions and
         certain aspects of the management of the business (including the
         selection and appointment of Directors) will conform to the control
         each Member enjoyed over such items (including the selection and
         appointment of Managers) prior to such merger or other combination, and
         (2) to preserve, after the Qualified Public Offering, those of the
         Members' rights which explicitly survive the Qualified Public Offering,
         including the right to elect a certain number of directors of the
         Company, which number will be agreed to in good faith by the Members at
         the time of formation of the Resulting Corporation.

         SECTION 12.5 EFFECT OF OPERATING AGREEMENT.

         Upon a Qualified Public Offering, unless otherwise specified therein,
the provisions of ARTICLE 6 and ARTICLE 7 will cease to have any effect.


                                   ARTICLE 13
            TERMINATION EVENTS, REMEDIES, DISSOLUTION AND WINDING UP

         SECTION 13.1 TERM.

                  (a) The Company will have a *** year term (the "TERM").

                  (b) Each Member agrees that the Company will expire upon the
         expiration of the Term, and its assets will then be distributed
         pursuant ARTICLE 14.

         SECTION 13.2 RELATIONSHIP OF CLASS B MEMBER AND CLASS C MEMBER.

         For purposes of this ARTICLE 13, a default or breach by, or an
insolvency of, the Class B Member or the Class C Member will constitute a
default or breach by, or an insolvency of (as applicable) the Member Group
comprising the Class B Member and the Class C Member.

         SECTION 13.3 EARLY TERMINATION. The Company may be terminated prior to
the end of the Term under the following circumstances:

                  (a) The election of the non-breaching Initial Member Group,
         upon the occurrence of a Tier I Event;

                  (b) The election of the non-breaching (or solvent) Member
         Group, upon the occurrence of a Tier II Event; or

                  (c) A Tier III Event; provided, however, that for a Tier III
         Event to occur, the Member Group which believes that one of the events
         listed in the definition of Tier III Event (except with respect to a
         Deadlock, which is not subject to this proviso) has occurred and
         determines that it may wish to exercise the remedies described in
         Section 13.7, below, will deliver written notice thereof to the other
         party and engage in good faith discussions for a 30 day period to
         determine if a reasonable alternative can be agreed to.


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         If, at the end of the 30 day period, the Member Groups have not agreed
         upon a reasonable alternative to such remedies, the Member Group that
         delivered the notice may proceed to exercise any remedies available to
         it.

         SECTION 13.4 BUY-OUT UPON A TIER I EVENT.

                  (a) Upon the occurrence of a Tier I Event, the non-breaching
         Member Group will have the right to cause each Member Group to choose
         one appraiser, and the two appraisers so chosen will jointly agree on a
         third appraiser.

                  (b) The three appraisers will each, within 30 days of their
         respective appointment, independently calculate the Fair-Market Value
         of the Company, and of each Member Group's Membership Interest(s). If
         the breaching Member Group does not appoint an appraiser within 30 days
         after the appointment of the non-breaching Member Group's appraiser,
         the non-breaching Member Group's appraiser will determine the Fair
         Market Value of the Company and of each Member Group's Membership
         Interest(s) and the purchase and sale procedure described in Section
         13.7 below will be based upon such appraiser's determination. If any
         appraiser presents his or her appraisal as a range of values, the mean
         of the upper and lower values of such range will constitute such
         appraiser's "appraisal" for purposes of this ARTICLE 13.

                  (c) Following such calculation, the non-breaching Member Group
         will have the right:

                  (1) to purchase the breaching Member Group's Membership
                  Interest(s), for a cash price which is * * *% of the average
                  of the two closest appraisals of the Fair Market Value of the
                  breaching Member Group's Membership Interest(s), or

                  (2) to cause the breaching Member Group to purchase the
                  non-breaching Member Group's Membership Interest(s), for a
                  cash price which is * * *% of the average of the two closest
                  appraisals of the Fair Market Value of the non-breaching
                  Member Group's Membership Interest(s), or

                  (3) to terminate the purchase and sale process.

                  (d) The exercise of the above remedy for a Tier I Event is
         solely in the discretion of the non-breaching Member Group and the
         breaching Member Group will not have the right (1) to cause a buy-out
         or termination of the Company because of a failure of the non-breaching
         Member Group to cause the determination discussed above to be made, or
         (2) to initiate a transfer of Membership Interest(s)s by either Member
         Group after such a determination has been made.

         SECTION 13.5 BUY-OUT UPON A TIER II EVENT.

                  (a) Upon the occurrence of a Tier II Event, the non-breaching
         (and solvent) Member Group may make a written request of the breaching
         (or insolvent) Member Group directing the breaching (or insolvent)
         Member Group to calculate a cash price at which it would sell its
         Membership Interest(s) to the non-breaching (and solvent) Member


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         Group. The breaching (or insolvent) Member Group will provide the
         results of such calculation in a written notice delivered to the
         non-breaching (and solvent) Member Group within 30 days of the date of
         the written request.

                  (b) The non-breaching (and solvent) Member Group will have 30
         days from the date of receipt of such notice to notify the breaching
         (or insolvent) Member Group of (i) its agreement to purchase the
         breaching (or insolvent) Member Group's Membership Interest(s) for the
         price indicated in such notice, (ii) if the other Member Group has
         breached but is solvent, its decision to sell its own Membership
         Interest(s) to the breaching Member Group, on the terms and conditions
         for the purchase of the breaching Member Group's Membership Interest(s)
         specified in the notice received from the breaching Member Group,
         except that if the Member Groups' Membership Interest(s)s are unequal,
         the price will be adjusted appropriately by the agreement of both
         Member Groups; provided, however, that if the Member Groups are unable
         to agree upon an appropriate adjustment, an appraisal of only the Fair
         Market Value of the premium or discount attributable to the difference
         in equity ownership levels will be carried out at the election of
         either Member Group pursuant to the procedure set forth in Section
         13.4(b).

                  (c) The exercise of the above remedy for a Tier II Event is
         solely in the discretion of the non-breaching (and solvent) Member
         Group and the breaching (or insolvent) Member Group will not have the
         right to cause a purchase or sale of any Membership Interest(s)s or a
         termination of the Company because of a failure of the non-breaching
         (and solvent) Member Group to cause the determination discussed above
         to be made, or to initiate a purchase and sale of a Membership
         Interest(s) by either Member Group after such a determination has been
         made.

         SECTION 13.6 BUY-OUT UPON A TIER III EVENT.

                  (a) Upon the occurrence of a Tier III Event (except for a
         change in applicable Law requiring a Member Group to dispose of or
         transfer any equity interest in the Company without respecting the
         approval rights of the other Member Group provided herein):

                  (1) Either Member Group may give written notice to the other
                  Member Group of its intent to purchase all, but not less than
                  all, of such other Member Group's Membership Interest(s) for a
                  cash price and on the other terms and conditions specified in
                  its notice (the "OFFERING NOTICE").

                  (2) Such other Member Group will have 30 days from the date of
                  such notice to notify the offering Member Group of (i) its
                  agreement to sell its Membership Interest(s) to the offering
                  Member Group for a cash price and on the other terms and
                  conditions specified in its notice, or (ii) its desire to
                  purchase the offering Member Group's Membership Interest(s),
                  on the terms and conditions specified in the Offering Notice,
                  except that if the Member Groups' interests are unequal, the
                  price will be adjusted appropriately by the agreement of both
                  Member Groups; provided, however, that if the Member Groups
                  are unable to agree upon an


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                  appropriate adjustment, an appraisal of only the Fair Market
                  Value of the premium or discount attributable to the
                  difference in equity ownership levels will be carried out at
                  the election of either Member Group pursuant to the procedure
                  set forth in Section 13.4(b). Failure to respond to the
                  offering Member Group's original notice within the 30-day
                  period will be deemed an election to sell.

                  (b) Upon the occurrence of a Tier III Event caused by a change
         in applicable Law requiring a Member Group to dispose of or transfer
         any portion of its Membership Interest(s) without respecting the
         approval rights of the other Member Group provided herein, the Member
         Group which is not required to sell its Membership Interest(s) will
         have a right of first refusal to purchase the interest of the other
         Member Group in the Company as follows:

                  (1) If the selling Member Group has received a bona fide
                  third-party offer for the purchase of its Membership
                  Interest(s), the selling Member Group will send a written
                  notice thereof to the other Member Group and the Company,
                  setting forth in reasonable detail the terms and conditions of
                  the offer to purchase the selling Member Group's Membership
                  Interest(s), and the identity of the proposed purchaser. The
                  other Member Group will have the right of first refusal to
                  purchase all, but not less than all, of such selling Member
                  Group's Membership Interest(s) on the same terms and
                  conditions of the offer described in the notice sent by such
                  selling Member Group.

                  (2) Such right of first refusal will terminate as to such
                  proposed sale unless, within thirty days after the selling
                  Member Group gave its notice, the selling Member Group has
                  received a notice from the other Member Group of its intent to
                  purchase such offered Membership Interest(s). If no such
                  notice is delivered by the other Member Group within such
                  period, the selling Member Group will be free for a period of
                  ninety days thereafter, to consummate the proposed sale to the
                  identified third party or to any other third party, subject to
                  the approval of the identity of such third party by the other
                  Member Group, which approval will not be unreasonably
                  withheld, in each case, on terms and conditions no less
                  favorable to the selling Member Group than those set forth in
                  the aforesaid notice.

         SECTION 13.7 BUY/SELL PROCEDURE.

                  (a) The closing (the "CLOSING") of a purchase and sale
         transaction under this ARTICLE 13 will be held on the 90th day after
         the price is determined as set forth for each event described above,
         the last appraisal is completed and the results thereof are furnished
         to the Member Groups (the "CLOSING DATE").

                  (b) At the Closing,

                  (1) the Member Group selling its Membership Interest(s) (the
                  "SELLER") will deliver to the Member Group purchasing the
                  Seller's Membership Interest(s) (the "BUYER") a duly executed
                  assignment of its Membership Interest(s) and will also, upon
                  the request of the Buyer, concurrently therewith (or at any
                  time and from


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                  time to time thereafter) execute and deliver such other
                  documents and records as the Buyer determines are reasonably
                  necessary or desirable to conclude the Closing;

                  (2) the Buyer will deliver to the Seller cash in the full
                  amount of the purchase price (or, in the case of a purchase
                  and sale pursuant to Section 13.4, cash in the amount of at
                  least ***% of the amount of the purchase price and an
                  executed note for the remainder of the purchase price due
                  payable in equal quarterly installments of principal with
                  accrued interest, and bearing interest at the rate per annum
                  of *** basis points above the referenced rate of the Bank of
                  America as in effect on the date of such sale, secured by the
                  non-breaching Member Group's Membership Interest(s), along
                  with such other security documents (including without
                  limitation a UCC-1 financing statement), each in a form
                  reasonably acceptable to the other Member Group); and

                  (3) if the Seller's Membership Interest(s) is subject to any
                  Encumbrance, the same will constitute a default and the Buyer
                  may elect (i) to cause the purchase price (or a portion
                  thereof) to be applied to discharge such Encumbrance, (ii) to
                  take the Seller's Membership Interest(s) subject to such lien,
                  claim or Encumbrance and to reduce the purchase price
                  otherwise payable to the Seller by the amount of such
                  Encumbrance, or (iii) to terminate the purchase and sale
                  proceedings under this Section 13.7 because of the existence
                  of such Encumbrance and in such event pursue any and all
                  remedies available at Law and equity.

                  (c) Notwithstanding anything in this Agreement to the
         contrary, the Buyer will be entitled to designate any Affiliate or
         third party to be the transferee of all or any portion of the Seller's
         Membership Interest(s), or to obtain financing from any third party
         with respect to such purchase, provided that, except in the case of a
         purchase and sale pursuant to Section 13.4, the foregoing will not
         delay the Closing of any sale and purchase transaction contemplated by
         this Article. The reasonable costs of the Closing will be divided
         equally between the Buyer and the Seller (except in the case of a
         purchase and sale pursuant to Section 13.4, in which case the full
         reasonable costs of the Closing will be paid by Seller), provided that
         each of Buyer and Seller will bear its own attorneys' fees and costs.


                                   ARTICLE 14
                                   DISSOLUTION

         SECTION 14.1 EVENTS OF DISSOLUTION. The Company will be dissolved, its
assets will be disposed of, and its affairs wound up upon the first to occur of
the following:

                  (a) the expiration of the Term of this Agreement;

                  (b) the entry of a decree of judicial dissolution pursuant to
         the Act;

                  (c) the unanimous decision of the Management Committee;


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                  (d) the sale of all or substantially all of the assets of the
         Company; and

                  (e) an election by the Management Committee to dissolve
         pursuant to Exhibit E-2.

         SECTION 14.2 CERTIFICATE OF DISSOLUTION. As soon as possible following
the occurrence of any of the events specified in Section 14.1, the Management
Committee will cause to be executed, or if the event causing dissolution is that
specified in Section 14.1(b), the Member overseeing the winding up of the
Company's affairs pursuant to Section 14.3 will execute a Certificate of
Dissolution in such form as will be prescribed by the Delaware Secretary of
State and file the Certificate as required by the Act.

         SECTION 14.3 WINDING UP. Upon the occurrence of any event specified in
ARTICLE 14, the Company will continue solely for the purpose of winding up its
affairs in an orderly manner, liquidating its assets, and satisfying the claims
of its creditors. The Management Committee will be responsible for overseeing
the winding up and liquidation of the Company, will take full account of the
liabilities of the Company and its assets, will either cause its assets to be
sold or distributed, and if sold as promptly as is consistent with obtaining the
Fair Market Value thereof, will cause the proceeds therefrom, to the extent
sufficient therefor, to be applied and distributed as provided in Section 14.4.
The Person(s) winding up the affairs of the Company will give written notice of
the commencement of winding up by mail to all known creditors and claimants
whose addresses appear on the records of the Company. The Person(s) winding up
the affairs of the Company will be entitled to reasonable compensation for such
services.

         SECTION 14.4 PAYMENT OF LIABILITIES AND LIQUIDATING DISTRIBUTIONS UPON
DISSOLUTION. After determining that all known debts and liabilities of the
Company in the process of winding up, including, without limitation, debts and
liabilities to Members who are creditors of the Company, have been paid or
adequately provided for, the remaining assets will be distributed to the Members
in accordance with Section 14.5.

         SECTION 14.5 DISTRIBUTION OF ASSETS TO MEMBERS. The remaining assets of
the Company will be divided among the Members in accordance with Exhibit D;
provided, however, that each Member will have the right to direct that the
aggregate dollar value of the Company's assets to which it is entitled be first
directed to the distribution to such Member of the assets which constituted part
of its Initial Contributions, up to the aggregate dollar value of the Company's
assets to which it is entitled.

         SECTION 14.6 COOPERATION AT END OF TERM. In conjunction with the
expiration of the Term of the Company, the Members will continue to cooperate
with each other in all matters related to the winding-up or the dissolution of
the Company, and to provide all assistance reasonably requested by any other
Member.

         SECTION 14.7 DEFENSE. Following any expiration or termination of the
Company, the Members will continue to cooperate with each other in all matters
related to the defense of all rights and property (including intellectual
property) in which the Company holds or held an interest.


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         SECTION 14.8 CERTIFICATE OF CANCELLATION. The Person(s) who filed the
Certificate of Dissolution will cause to be filed in the office of, and on a
form prescribed by, the Delaware Secretary of State, a certificate of
cancellation of the Certificate of Formation upon the completion of the winding
up of the affairs of the Company.


                                   ARTICLE 15
                   REPRESENTATIONS, WARRANTIES, AND COVENANTS

         SECTION 15.1 INITIAL CLASS A MEMBER. The Initial Class A Member
represents and warrants as follows:

                  (a) it is a corporation organized and in good standing under
         the Laws of the state of Delaware, and is duly qualified to do business
         in any jurisdiction in which such qualification is required other than
         any jurisdiction in which a failure to qualify by the Initial Class A
         Member would not be expected to have a material adverse effect on the
         Initial Class A Member's ability to perform its obligations under this
         Agreement and the Transaction Documents to which it is a party and
         consummate the transactions contemplated hereby and thereby;

                  (b) it has full corporate power and authority to execute,
         deliver and perform this Agreement and the Transaction Documents to
         which it is a party;

                  (c) the execution, delivery and performance of this Agreement
         (including, without limitation, the making of its Initial
         Contributions) and the Transaction Documents to which it is a party by
         the Initial Class A Member has been duly authorized by all necessary
         corporate action;

                  (d) this Agreement and each of the Transaction Documents to
         which it is a party has been (or, when delivered, will be) duly
         executed and delivered and constitute (or, when delivered, constitute)
         the legally valid and binding obligations of the Initial Class A
         Member, enforceable against the Initial Class A Member in accordance
         with their respective terms; and

                  (e) the execution, delivery and performance of this Agreement
         (including, without limitation, when required hereunder, the making of
         its Initial Contributions) and the Transaction Documents to which it is
         a party by the Initial Class A Member, and the consummation of the
         transactions contemplated hereby and thereby do not conflict with (or,
         when delivered, will not conflict with) in any material way or result
         in a breach, acceleration, or default under:

                  (1) the certificate of incorporation or bylaws of the Initial
                  Class A Member, or

                  (2) any contract or agreement (or any provision thereof) to
                  which the Initial Class A Member is a party, except for
                  contracts and agreements, the violation of which would not be
                  expected to have a material adverse effect on the Initial
                  Class A Member's ability to perform its obligations under this
                  Agreement and the


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                  Transaction Documents to which it is a party and consummate
                  the transactions contemplated hereby and thereby, or

                  (3) any material Law to which such Initial Member or any of
                  its properties are subject.

         SECTION 15.2 INITIAL CLASS B MEMBER AND INITIAL CLASS C MEMBER. The
Initial Class B Member with respect to itself, and jointly and severally with
the Initial Class C Member with respect to the Initial Class C Member,
represent, warrant, and covenant as follows:

                  (a) the Initial Class B Member is a limited liability
         partnership organized and in good standing under the Laws of the State
         of Delaware, the Initial Class C Member is a corporation organized and
         in good standing under the Laws of the State of California, and each of
         them is duly qualified to do business in any jurisdiction in which such
         qualification is required other than any jurisdiction in which a
         failure to qualify by the Initial Class B Member or Initial Class C
         Member would not be expected to have a material adverse effect on
         either such Initial Member's ability to perform its obligations under
         this Agreement and the Transaction Documents to which it is a party or
         consummate the transactions contemplated hereby and thereby;

                  (b) each of the Initial Class B Member and the Initial Class C
         Member has full power and authority to execute, deliver and perform
         this Agreement and the Transaction Documents to which it is a party;

                  (c) the execution, delivery and performance of this Agreement
         (including, without limitation, the making of its respective Initial
         Contributions) and the Transaction Documents to which it is a party by
         each of the Initial Class B Member and the Initial Class C Member and
         has been duly authorized by all necessary action on the part of such
         Initial Member;

                  (d) this Agreement and each of the Transaction Documents to
         which it is a party has been (or, when delivered, will be) duly
         executed and delivered and constitutes (or, when delivered, will
         constitute) the legally valid and binding obligations of the Initial
         Class B Member and the Initial Class C Member, enforceable against each
         of the Initial Class B Member and the Initial Class C Member in
         accordance with their respective terms;

                  (e) the execution, delivery and performance of this Agreement
         (including, without limitation, when required hereunder, the making of
         its respective Initial Contributions) and the Transaction Documents to
         which it is a party by each of the Initial Class B Member and the
         Initial Class C Member, and the consummation of the transactions
         contemplated hereby and thereby do not conflict with (or, when
         delivered, will not conflict with) in any material way or result in a
         breach, acceleration, or default under:

                  (1) the limited liability partnership agreement, certificate
                  of limited partnership, or other charter documents of the
                  Initial Class B Member,

                  (2) the articles of incorporation or bylaws of the Initial
                  Class C Member,


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                  (3) any contract or agreement (or any provision thereof) to
                  which the Initial Class B Member or the Initial Class C Member
                  is a party, except for contracts and agreements, the violation
                  of which would not be expected to have a material adverse
                  effect on the Initial Class B Member's or the Initial Class C
                  Member's ability to perform its respective obligations under
                  this Agreement and consummate the transactions contemplated
                  hereby and thereby, or

                  (4) any material Law to which such Initial Members or any of
                  their respective properties are subject;

                  (f) the execution, delivery and performance of this Agreement
         (including, without limitation, when required hereunder, the making of
         its respective Initial Contributions) and the Transaction documents to
         which it is a party by each of the Initial Class B Member and the
         Initial Class C Member and the consummation of the transactions
         contemplated hereby do not (or, when delivered, will not) conflict with
         any Laws, regulations, or Orders that are applicable to the Initial
         Class B Member or the Initial Class C Member or to the assets which
         constitute either such Initial Member's Initial Contributions, except
         for Laws, regulations, or Orders, the violation of which would not be
         expected to have a material adverse effect on the Initial Class B
         Member's or the Initial Class C Member's ability to perform its
         respective obligations under this Agreement or the Transaction
         Documents to which it is a party and consummate the transactions
         contemplated hereby and thereby;

                  (g) the Initial Class B Member is the sole legal and
         beneficial owner of all voting securities of the Initial Class C
         Member;

                  (h) to the best knowledge of each of the Initial Class B
         Member and the Initial Class C Member, its respective Initial
         Contributions and its respective loan of certain employees pursuant to
         each such Initial Member's Employee Loan-Out Agreement represent all of
         its respective assets that are necessary to engage in or that are
         directly related to the Business;

                  (i) all of the outstanding equity securities and other
         securities of the Initial Class C Member are owned of record and
         beneficially by the Initial Class B Member (except for shares of common
         stock which do not enable the holders thereof to cast votes on any
         matters placed before the shareholders), free and clear of all
         Encumbrances; all of the outstanding equity securities of the Initial
         Class C Member have been duly authorized and validly issued and are
         fully paid and nonassessable; and there are no agreements, contracts,
         obligations, promises or undertakings that are legally binding relating
         to the issuance, sale or transfer of any equity securities or other
         securities of the Initial Class C Member (except for agreements or
         contracts with the Initial Class B Member);

                  (j) on or after the date hereof, the Class C Member will not
         issue any securities (whether classified as equity or debt securities);

                  (k) each of the contracts and agreements listed on Exhibit
         A-2, or Exhibit A-3, as applicable, is in full force and effect and no
         default, event of default, or similar event


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         has occurred and is continuing, or could reasonably be expected to
         occur as a result of the assignment to the Company on the date set
         forth for such assignment herein or on any Exhibit hereto of any such
         contract or agreement; and

                  (l) all computer software listed on Exhibit A-2 or Exhibit
         A-3, as applicable, as part of the Initial Class B Member's or the
         Initial Class C Member's Initial Contributions which is proprietary to
         such Initial Member and is licensed to the Company by such Initial
         Member does and will (i) handle date information before, during and
         after January 1, 2000, including, but not limited to, accepting date
         input, providing date output, and performing calculations on dates or
         portions of dates; (ii) function accurately and without interruption
         before, during, and after January 1, 2000, without any change in
         operations associated with the advent of the new century, (iii) respond
         to two-digit year-date input in a way that resolves ambiguity as to
         century in a disclosed, defined and predetermined manner, and (iv)
         store and provide output of date information in ways that are
         unambiguous as to century.

         SECTION 15.3 EACH INITIAL MEMBER. Each Initial Member represents and
warrants with respect to itself as follows (provided, that representations and
warranties with respect to the Initial Class C Member are made jointly and
severally by the Initial Class B Member and the Initial Class C Member):

                  (a) no action, proceeding, or investigation is pending or, to
         the knowledge of such Initial Member threatened against such Initial
         Member, in any court, government department, commission, board, agency,
         or instrumentality relating to this Agreement or any Transaction
         Document to which it is a party, any of the assets constituting its
         Initial Contributions, or the transactions contemplated hereby and
         thereby. Further, such Initial Member is not aware of any basis for any
         action, proceeding, or investigation that would in any manner affect
         such Initial Member's ability to transfer or assign the assets and
         licenses constituting its Initial Contributions to the Company free and
         clear of any Encumbrances other than mechanics, materialmen's and
         similar liens, liens for taxes not yet due and payable and liens
         securing rental payments under capital lease arrangements to be
         assigned hereunder;

                  (b) such Initial Member has good and marketable title to each
         of the assets and licenses and other agreements and contracts
         constituting its Initial Contributions, free and clear of all
         Encumbrances other than mechanics, materialmen's and similar liens,
         liens for taxes not yet due and payable and liens securing rental
         payments under capital lease arrangements to be assigned hereunder
         except (i) for obligations accruing under contributed contracts and
         licenses after the date hereof, and (ii) as indicated on Exhibit A-1,
         Exhibit A-2 or Exhibit A-3, as applicable;

                  (c) such Initial Member is not a party to, and no other Person
         is a party to, any written or oral contract with any labor union or
         other collective bargaining entity relating to the employment of any of
         the of the individuals listed on Exhibit B-1, Exhibit B-2 or Exhibit
         B-3, as applicable, and none of such individuals is represented by a
         labor union or other collective bargaining entity for purposes of
         collective bargaining;


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                  (d) such Initial Member is not a party to, and no other Person
         is a party to, any written or oral contract relating to the employment
         of any of the individuals listed on Exhibit B-1, Exhibit B-2 or Exhibit
         B-3 (except for agreements substantially in the form of those attached
         as Schedule 15.3), and no Member will enter into any written or oral
         contract with any such individual respecting such individual's
         employment during the Term without the written consent of the
         Management Committee;

                  (e) no Member will take, or omit to take any action, the
         effect of which would impair the Company's access to the services of
         the individuals listed on Exhibit B-1, Exhibit B-2 or Exhibit B-3;

                  (f) there are no authorization, consents, Orders, permits,
         licenses, or approvals of, or declarations, registrations or filings
         with, any governmental or regulatory authority or any other person
         required by such Initial Member or the Company in connection with the
         valid execution, delivery or performance by such Initial Member of this
         Agreement or the Transaction Documents to which it is a party or the
         consummation of the transactions consummated hereby and thereby, except
         where the failure to obtain or make any of the foregoing would not have
         a Material Adverse Effect on the Company or on any Member's ability to
         perform its obligation hereunder and thereunder; and

                  (g) there are no pending or, to the knowledge of such Initial
         Member, threatened claims against such Initial Member or any other
         Person alleging that any of the assets, software, processes, Templates,
         or other intellectual property listed on Exhibit A-2 or Exhibit A-3, as
         applicable, as part of such Initial Member's Initial Contributions
         infringe or conflict with the rights of others, including rights under
         patents, trademarks, copyrights, tradenames, service marks, licenses
         and rights with respect to the foregoing necessary for the operation of
         the business as now conducted, and the use of such assets, software,
         processes, Templates, or other intellectual property will not infringe
         the rights of any third Person.

         SECTION 15.4 EMPLOYEES.

                  (a) The Initial Class B Member represents and warrants as
         follows:

                  (1) Except as provided in the Employee Loan-Out Agreement
                  entered into in accordance with Section 2.3(b), the Company
                  will not be subject to any obligations or liabilities, whether
                  imposed by contract, applicable Law or otherwise, with respect
                  to any Employee Plan or Benefit Arrangement covering any
                  employee listed on Exhibit B-2 or Exhibit B-3 or with respect
                  to the compensation or pay of such employee for any period
                  before the employee is transferred to the Company.

                  (2) No employee listed on Exhibit B-2 or Exhibit B-3 will be
                  entitled to any severance or similar benefit solely as a
                  result of the transactions contemplated by this Agreement or
                  the Transaction Documents or by the termination of his or her
                  employment with the Class B Member.


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                  (b) No provision of this Section 15.4 shall create any
         third-party beneficiary rights in any employee of any Member or of the
         Company (including any beneficiary or dependent thereof).


                                   ARTICLE 16
                               DISPUTE RESOLUTION

         SECTION 16.1 DISPUTE RESOLUTION PROCESS. Any dispute arising out of or
relating to this Agreement will be resolved in accordance with the procedures
specified in this Section 16.1, which will be the sole and exclusive procedures
for the resolution of any such disputes, except for (x) the right to proceed
against a defaulting Member at law or in equity pursuant to Section 13.7(b)(3).
The Members intend that these provisions will be valid, binding, enforceable and
irrevocable. This Section 16.1 will survive any termination of this Agreement.

                  (a) The Members will promptly notify each other in writing of
         any dispute arising out of or relating to this Agreement. The Members
         will attempt in good faith to resolve any dispute arising out of or
         relating to this Agreement promptly by negotiation between executives
         who have authority to settle the controversy. All reasonable requests
         for information made by one Member to the other will be honored. All
         negotiations pursuant to this clause are confidential and will be
         treated as compromise and settlement negotiations for purposes of
         applicable rules of evidence.

                  (b) If any such dispute remains unresolved within 30 days of
         original notice thereof, the Members will endeavor to resolve any
         dispute arising out of or relating to this agreement by mediation under
         the CPR Mediation Procedure for Business Disputes. Unless the Members
         agree otherwise, the mediator will be selected from the CPR Panel of
         Neutrals with notification to the CPR Institute for Dispute Resolution.

                  (c) Any controversy or claim arising out of or relating to
         this contract or the breach, termination or validity thereof, which
         remains unresolved 45 days after appointment of a mediator (except for
         the failure of the Managers appointed by a Member to consent to a
         Unanimous Consent Item approved by each of the Managers appointed by
         the other Member, which, if such dispute remains unresolved 45 days
         after the appointment of a mediator, will allow either the Class A
         Member or the Class B Member to declare a Deadlock if the other
         conditions contained in the definition thereof are met), will be
         settled by arbitration by the majority decision of at least two members
         of a three-member arbitration tribunal in accordance with the CPR
         Non-Administered Arbitration Rules; provided, however, that if any
         Member will not participate in a non-binding procedure described above,
         the other may initiate binding arbitration before expiration of the
         above period. The Class A Member and the Class B Member will each
         choose one arbitrator from the CPR Panels of Distinguished Neutrals,
         and the two arbitrators so chosen will choose the third arbitrator. The
         arbitration will be governed by the United States Arbitration Act, 9
         U.S.C. Section 1-16, and judgment upon the award rendered by the
         arbitrator may be entered by any court having jurisdiction thereof. The
         place of arbitration will be Denver, Colorado.


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                  (d) Except as expressly provided below, the arbitrator is not
         empowered to award damages in excess of compensatory damages and each
         Member hereby irrevocably waives any right to recover such damages with
         respect to any dispute resolved by arbitration. The arbitrator will
         have the authority to include, as an item of damages, the reasonable
         costs of arbitration, including legal fees and expenses, incurred by
         the prevailing Member and to apportion such costs among the Members on
         a claim by claim basis as such Member prevails thereon. For purposes of
         the foregoing, the "prevailing Member" will mean the Member whose final
         settlement offer (or other position or monetary claim) prior to the
         start of arbitration is closest to the judgment awarded by the
         arbitrator, regardless of whether such judgment is entered into in
         favor of or against such Member.

                  (e) The statute of limitations of the State of Colorado
         applicable to the commencement of a lawsuit will apply to the
         commencement of an arbitration hereunder, except that no defenses will
         be available based upon the passage of time during any negotiation or
         mediation called for by the preceding paragraphs of this Section.

                  (f) All negotiations pursuant to this Section 16.1 are
         confidential and will be treated as compromise and settlement
         negotiations for purposes of applicable rules of evidence.

                  (g) Each Member agrees that service by registered or certified
         mail, return receipt requested, delivered to such Member at the notice
         address provided herein, will be deemed in every respect effective
         service of process upon such person for all purposes of these
         provisions relating to mediation and arbitration. Each Member
         irrevocably submits to the jurisdiction of the courts of the State of
         Colorado and to any federal court located within such state for the
         purpose of any action or judgment with respect to this Agreement,
         regardless of where any alleged breach or other action, omission, fact
         or occurrence giving rise thereto occurred. Each Member hereby
         irrevocably waives any claim that any action or proceeding brought in
         Colorado has been brought in any inconvenient forum.

                  (h) The Members will negotiate in good faith and agree on such
         further or modified arbitration provisions as are reasonably necessary
         for awards and other judgments resulting from the provisions set forth
         above to be recognized and enforceable in other jurisdictions.

         SECTION 16.2 DISPUTE RESOLUTION SCOPE. Actions within the scope of the
Management Committee's authority taken in accordance with the procedures
required by this Agreement that are not Unanimous Consent Items will not be
subject to the dispute resolution procedure set forth in Section 16.1, above,
notwithstanding any Member's objection to such actions. However, the
determination of whether an action was taken in accordance with the required
procedures or was properly classified as a Unanimous Consent Item for which the
required vote was not obtained is subject to the dispute resolution procedure
set forth in Section 16.1, above.


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                                   ARTICLE 17
                                 MEMBER MEETINGS

         SECTION 17.1 MEMBERS' MEETINGS.

                  (a) DATE, TIME AND PLACE OF MEETINGS OF MEMBERS; SECRETARY.
         Meetings of Members may be held at such date, time and place within or
         without the State of Delaware as the Management Committee may fix from
         time to time. No annual or regular meetings of Members is required. At
         any Members' meeting, the Management Committee will appoint a person to
         preside at the meeting and a person to act as secretary of the meeting.
         The secretary of the meeting will prepare minutes of the meeting, which
         will be placed in the minute books of the Company.

                  (b) POWER TO CALL MEETINGS. Unless otherwise prescribed by the
         Act or by the Certificate of Formation, meetings of the Members may be
         called upon written demand of Members holding more than twenty percent
         (20%) of the Percentage Interest of the Membership Interests of the
         Company for the purpose of addressing any matters on which the Members
         may vote.

                  (c) NOTICE OF MEETINGS.

                  (1) Upon written request to the Management Committee by any
                  Person entitled to call a meeting of Members, the Management
                  Committee will cause written notice to be given to the Members
                  entitled to vote that a meeting will be held at a time
                  requested by the Person calling the meeting, not less than ten
                  days nor more than sixty days after the receipt of such
                  request. If the notice is not given within twenty days after
                  the receipt of the request, the Person entitled to call the
                  meeting may give the notice.

                  (2) Written notice of a meeting of Members will be sent or
                  otherwise given to each Member in accordance with Section
                  17.1(d) not less than ten nor more than sixty days before the
                  date of such meeting. Such notice will specify the place, date
                  and time of the meeting and the general nature of the business
                  to be transacted. No other business may be transacted at this
                  meeting unless all Members agree to transact such other
                  business.

                  (d) MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

                  (1) Notice of any meeting of Members will be given either
                  personally, by nationally-recognized overnight courier, by a
                  confirmed facsimile, or by certified mail, addressed to each
                  Member at the address or facsimile number of such Member
                  appearing on the books of the Company or given by such Member
                  to the Company for the purpose of notice. If no such address
                  appears on the Company's books or is given, notice will be
                  deemed to have been given if addressed to such Member and sent
                  to the Company's principal executive office, or if published
                  at least once in a newspaper of general circulation in the
                  county where that office is


                                      -50-
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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




                  located. Notice will be deemed to have been given at the time
                  when delivered personally, entrusted to a courier,
                  transmitted, or deposited in the mail.

                  (2) If any notice addressed to a Member at the address of such
                  Member appearing on the books of the Company is returned to
                  the Company by a nationally-recognized overnight courier, or
                  by the United States Postal Service marked to indicate that
                  the United States Postal Service is unable to deliver the
                  notice to the Member at that address, all future notices or
                  reports will be deemed to have been duly given without further
                  mailing if these are available to the Member on written demand
                  of the Member at the principal executive office of the Company
                  for a period of one year from the date of the giving of the
                  notice. An affidavit of the mailing or other means of giving
                  any notice of any meeting will be executed by the Management
                  Committee or any secretary, assistant secretary, or any
                  transfer agent of the Company giving the notice, and will be
                  filed and maintained in the minute book of the Company.

                  (e) VALIDITY OF ACTION. Any action approved at a meeting,
         other than by unanimous approval of those entitled to vote, will be
         valid only if the general nature of the proposal so approved was stated
         in the notice of meeting or in any written waiver of notice.

                  (f) QUORUM. The presence in person or by proxy of a Majority
         in Interest will constitute a quorum at a meeting of Members. The
         Members present at a duly called or held meeting at which a quorum is
         present may continue to do business until adjournment, notwithstanding
         the loss of a quorum, if any action taken after loss of a quorum (other
         than adjournment) is approved by at least a Majority in Interest of the
         Members entitled to vote thereon.

                  (g) ADJOURNED MEETING. Any Members' meeting, whether or not a
         quorum is present, may be adjourned from time to time by the vote of
         the majority of the Membership Interests represented at that meeting,
         either in person or by proxy, but in the absence of a quorum, no other
         business may be transacted at that meeting, except as provided in
         Section 17.1(f). When any meeting of Members is adjourned to another
         time or place, notice need not be given of the adjourned meeting if the
         time and place are announced at a meeting at which the adjournment is
         taken, unless a new record date for the adjourned meeting is
         subsequently fixed, or unless the adjournment is for more than
         forty-five days from the date set for the original meeting, in which
         case the Management Committee will set a new record date. At any
         adjourned meeting the Company may transact any business that might have
         been transacted at the original meeting.

                  (h) WAIVER OF NOTICE OR CONSENT.

                  (1) The actions taken at any meeting of Members, however
                  called and noticed and wherever held, have the same validity
                  as if taken at a meeting duly held after regular call and
                  notice, if a quorum is present either in person or by proxy,
                  and if, either before or after the meeting, each of the
                  Members entitled to vote who was not present in person or by
                  proxy, signs a written waiver of notice or consents to


                                      -51-
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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




                  the holding of the meeting or approves the minutes of the
                  meeting. All such waivers, consents or approvals will be filed
                  with the Company records or made a part of the minutes of the
                  meeting.

                  (2) Attendance of a person at a meeting will constitute a
                  waiver of notice of that meeting, except when the person
                  objects, at the beginning of the meeting, to the transaction
                  of any business because the meeting is not lawfully called or
                  convened, and except that attendance at a meeting is not a
                  waiver of any right to object to the consideration of matters
                  not included in the notice of the meeting if that objection is
                  expressly made at the meeting. Neither the business to be
                  transacted nor the purpose of any meeting of Members need be
                  specified in any written waiver of notice except as provided
                  in Section 17.1(e).

                  (i) ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

                  (1) Any action that may be taken at a meeting of Members may
                  be taken without a meeting, if a consent in writing setting
                  forth the action so taken, is signed and delivered to the
                  Company within sixty days of the record date for that action
                  by Members having not less than the minimum number of votes
                  that would be necessary to authorize or take that action at a
                  meeting at which all Members entitled to vote on that action
                  at a meeting were present and voted. All such consents will be
                  filed with the Management Committee or the secretary, if any,
                  of the Company and will be maintained in the Company records.
                  Any Member giving a written consent, or the Member's proxy
                  holders, may revoke the consent by a writing received by the
                  Management Committee or secretary, if any, of the Company
                  before written consents of the number of votes required to
                  authorize the proposed action have been filed.

                  (2) Unless the consents of all Members entitled to vote have
                  been solicited in writing, (i) notice of any Member approval
                  of an amendment to the Certificate of Formation or this
                  Agreement, a dissolution of the Company, or a merger of the
                  Company, without a meeting by less than unanimous written
                  consent, will be given at least ten days before the
                  consummation of the action authorized by such approval, and
                  (ii) prompt notice will be given of the taking of any other
                  action approved by Members without a meeting by less than
                  unanimous written consent, to those Members entitled to vote
                  who have not consented in writing.

                  (j) TELEPHONIC PARTICIPATION BY MEMBER AT MEETINGS. Members
         may participate in any Members' meeting through the use of any means of
         conference telephones or similar communications equipment as long as
         all Members participating can hear one another. A Member so
         participating is deemed to be present in person at the meeting.

                  (k) RECORD DATE.

                  (1) To enable the Company to determine the Members of record
                  entitled to notices of any meeting or to vote, or entitled to
                  receive any distribution or to exercise any rights in respect
                  of any distribution or to exercise any rights in respect of
                  any other


                                      -52-
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CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




                  lawful action, the Management Committee may fix, in advance, a
                  record date that is not more than sixty days nor less than ten
                  days prior to the date of the meeting and not more than sixty
                  days prior to any other action.

                  (2) If no record date is fixed, the record date for
                  determining Members entitled to notice of or to vote at a
                  meeting of Members will be at the close of business on the
                  Business Day next preceding the day on which notice is given
                  or, if notice is waived, at the close of business on the
                  Business Day next preceding the day on which the meeting is
                  held. The record date for determining Members entitled to give
                  consent to Company action in writing without a meeting will be
                  the day on which the first written consent is given. The
                  record date for determining Members for any other purpose will
                  be at the close of business on the day on which the Managers
                  adopt the resolution relating thereto, or the 60th day prior
                  to the date of the other action, whichever is later.

                  (3) The determination of Members of record entitled to notice
                  of or to vote at a meeting of Members will apply to any
                  adjournment of the meeting unless the Members who called the
                  meeting fix a new record date for the adjourned meeting, but
                  the Members who called the meeting will fix a new record date
                  if the meeting is adjourned for more than forty-five days from
                  the date set for the original meeting.

                  (l) PROXIES. Every Member entitled to vote on any matter will
         have the right to do so either in person or by one or more agents
         authorized by a written proxy signed by the Member and filed with the
         Management Committee or the secretary, if any, of the Company. A proxy
         will be deemed signed if the Member's name is placed on the proxy
         (whether by manual signature, typewriting, telegraphic transmission,
         electronic transmission or otherwise) by the Member or the Member's
         attorney in fact. A proxy may be transmitted by an oral telephonic
         transmission if it is submitted with information from which it may be
         determined that the proxy was authorized by the Member or the Member's
         attorney in fact. A validly executed proxy that does not state that it
         is irrevocable will continue in full force and effect unless (i)
         revoked by the person executing it, before the vote pursuant to that
         proxy, by a writing delivered to the Company stating that the proxy is
         revoked, or by a subsequent proxy executed by, or attendance at the
         meeting and voting in person by, the person executing the proxy; or
         (ii) written notice of the death or incapacity of the maker of that
         proxy is received by the Company before the vote pursuant to that proxy
         is counted; provided, however, that no proxy will be valid after the
         expiration of eleven months from the date of the proxy, unless
         otherwise provided in the proxy.


                                   ARTICLE 18
                    ACCOUNTING, RECORDS, REPORTING BY MEMBERS

         SECTION 18.1 DEPOSITS. All funds of the Company will be deposited from
time to time to the credit of the Company in such banks or other depositories as
the Management Committee may select.


                                      -53-
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CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




         SECTION 18.2 CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, and all notes or other evidences of indebtedness
issued in the name of the Company will be signed by an officer or officers
authorized to do so under Section 5.4(d).

         SECTION 18.3 ACCOUNTS. The Management Committee will maintain or cause
to be maintained books and records of account relating to the assets and income
of the Company and the payment of expenses of, and liabilities or claims against
or assumed by, the Company in such detail and for such period of time as may be
necessary to enable it to make full and proper accounting in respect thereof and
to comply with applicable provisions of law.

         SECTION 18.4 ACCOUNTING. The Company will use the accrual method of
accounting in preparing its books and records of account and for tax purposes.
All books and records of account of the Company will be maintained and reported
based upon generally accepted accounting principles.

         SECTION 18.5 BOOKS AND RECORDS. The books and records of the Company
will reflect all the Company transactions and will be appropriate and adequate
for the Company's business. The Company will maintain the Company's books and
records at its principal office.

         SECTION 18.6 RIGHT OF INSPECTION. A Member will have the right to
examine, at any reasonable time for any purpose, the minutes and records of the
Management Committee and/or the Management Committee and the books and records
of account of the Company, and to make copies thereof. Upon the written request
of any Member of the Company, the Company will cause to be mailed to such Member
the most recent financial statements of the Company, showing in reasonable
detail its assets and liabilities and the results of its operations. Such
inspection may be made by any agent or duly appointed attorney of the Member
making such request.

         SECTION 18.7 REPORTS. Beginning with the third fiscal quarter of the
1999 Fiscal Year, within 45 days after the end of each Fiscal Year and within 20
days after the end of each of the first 3 fiscal quarters of each Fiscal Year,
the Chief Financial Officer will cause each Member and each Manager to be
furnished with a copy of the balance sheet of the Company as of the last day of
the applicable period, a statement of income or loss for the Company for such
period and a statement of the Company's Cash Flow for such period. Annual
statements furnished pursuant to the preceding sentence will also include a
statement of the Members' Capital Accounts and changes therein for such Fiscal
Year.


                                   ARTICLE 19
                                  MISCELLANEOUS

         SECTION 19.1 COMPLETE AGREEMENT. This Agreement and the Certificate of
Formation constitute the complete and exclusive statement of agreement among the
Members with respect to the subject matter herein and therein and replace and
supersede all prior written and oral agreements or statements by and among the
Members or any of them. No representation, statement, condition or warranty not
contained in this Agreement or the Certificate of Formation will be binding on
the Members or have any force or effect whatsoever. To the extent that any


                                      -54-
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CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




provision of the Certificate of Formation conflicts with any provision of this
Agreement, the Certificate of Formation will control.

         SECTION 19.2 PRONOUNS; STATUTORY REFERENCES. Unless the context
otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting
term not otherwise defined has the meaning assigned to it in accordance with
GAAP; (c) "or" is not exclusive; (d) words in the singular include the plural,
and words in the plural include the singular; (e) "amended," with reference to a
law, statute, rule or regulation, is deemed to be followed by "from time to
time"; (f) "herein," "hereof" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section, subsection,
paragraph, clause, or other subdivision; (g) all references to "Appendix,'
"clause," "Exhibits," "Section," "subsection," "paragraph" or "Article" refer to
the particular Appendices, clauses, Exhibits, Sections, subsections, paragraphs
or Articles in or attached to this Agreement; (h) "desirable" includes
"necessary," "advisable" and "appropriate"; and (i) "including" or "includes,"
when following any general provision, sentence, clause, statement, term or
matter, will be deemed to be followed by ", but not limited to," and ",but is
not limited to," respectively.

         SECTION 19.3 REFERENCES TO THIS AGREEMENT. Numbered articles and
sections herein contained refer to articles and sections of this Agreement
unless otherwise expressly stated. All Article, Section, subsection or paragraph
titles or other captions in this Agreement are for convenience only, are not
part of this Agreement and in no way define, limit, extend or describe the scope
or intent of any of its provisions.

         SECTION 19.4 GOVERNING LAW. This Agreement will be governed by,
construed under and interpreted in accordance with the internal Laws of the
State of Delaware without regard to its conflicts of laws principles.

         SECTION 19.5 JURISDICTION. Each Member hereby consents to the exclusive
jurisdiction of the state and federal courts sitting in Colorado in any action
on a claim arising out of, under or in connection with this Agreement or the
transactions contemplated by this Agreement. Each Member further agrees that
personal jurisdiction over him may be effected by service of process by
registered or certified mail addressed as provided in Section 15.11 of this
Agreement, and that when so made will be as if served upon him personally within
the State of Colorado.

         SECTION 19.6 SUCCESSORS AND ASSIGNMENTS. This Agreement will bind and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. No assignment of the Agreement by any Member will relieve the
assigning Member of its liability hereunder absent the written consent of each
other Members.

         SECTION 19.7 AMENDMENTS. All amendments to this Agreement will be in
writing and signed by all of the Members.

         SECTION 19.8 EXHIBITS. All Exhibits attached to this Agreement are
incorporated and will be treated as if set forth herein.


                                      -55-
<PAGE>   57
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




         SECTION 19.9 SEVERABILITY. If any provision of this Agreement or the
application of such provision to any person or circumstance will be held
invalid, the remainder of this Agreement will not be affected thereby so long as
such remainder continues to have the economic effect intended by this Agreement.

         SECTION 19.10 ADDITIONAL DOCUMENTS AND ACTS. Each Member agrees to
execute and deliver such additional documents and instruments and to perform
such additional acts as may be necessary or appropriate to effectuate, carry out
and perform all of the terms, provisions, and conditions of this Agreement and
the transactions contemplated hereby.

         SECTION 19.11 NOTICES. All notices or elections required or permitted
hereunder will be in writing and will be delivered in person by telecopy, telex
or equivalent form of written telecommunication, or sent by certified or
registered mail, return receipt requested, postage prepaid, to the address set
forth by each Member on Exhibit C hereto or such other party and/or address as
any of such parties may designate in a written notice served upon the other
parties in the manner provided for herein. All notices required or permitted
hereunder will be deemed duly given and received on the date of delivery, if
delivered in person or by telex, telecopy or other written telecommunications or
on the seventh day next succeeding the date of mailing if sent by certified or
registered mail.

         SECTION 19.12 MULTIPLE COUNTERPARTS. This Agreement may be executed in
two (2) or more counterparts, each of which will be deemed an original, but all
of which will constitute one and the same instrument.

         SECTION 19.13 COMMUNICATIONS. Any press release or similar
communication intended for dissemination to the public concerning the formation
and/or operation of the Company will be approved in advance by both Initial
Members. Thereafter, the Management Committee (or any officer of the Company to
whom it delegates this responsibility) will make all decisions regarding the
Company's public announcements. However, if a Member notifies the Management
Committee that it is restricted in making public announcements, the Management
Committee will (or will instruct the relevant officers to) obtain such Member's
prior consent to a public announcement unless the Company is legally required to
release the relevant information.

         SECTION 19.14 EQUITABLE RELIEF. Each Member acknowledges that any
material breach of this Agreement by any Member will result in irreparable harm
to the other Members for which there is no adequate remedy at law. In such
event, any non-breaching Member is entitled to preliminary or temporary
equitable relief in an appropriate court of law, pending a final determination
in accordance with ARTICLE 16, without the necessity of posting bond unless
otherwise required by applicable law.

         SECTION 19.15 CONFIDENTIALITY. Each Member and, from and after the
Formation Date, the Company, will safeguard and protect all confidential
information of each Member or the Company which is made available or accessible
to it, and will cause such information to be treated in a manner no less
favorable to the provider of the confidential information than the manner such
Member would accord to its own confidential or proprietary material. In
addition, no Member will allow confidential material of another Member or of the
Company to be published or released


                                      -56-
<PAGE>   58
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




to any third person without the written permission of the Member who provided
such confidential information or (in the case of the Company) of the Management
Committee.

         SECTION 19.16 COSTS. Each Member and, from and after the Formation
Date, the Company, will be solely responsible for and bear all of its respective
expenses, including, without limitation, expenses of lenders, legal counsel,
investment bankers, consultants, accountants and other advisors, incurred at any
time in connection with the transactions contemplated by this Agreement.

         SECTION 19.17 DISCRETION. If in this Agreement a Person is permitted or
required to make a decision or determination: (a) in its "discretion" or "sole
discretion" or under a grant of similar authority or latitude, the Person will
be entitled to consider any interests and factors as its desires, including its
own interests; (b) in its "good faith," in a "commercially reasonable" manner,
using "reasonable best efforts," or under another express standard, the Person
will act under that express standard and will not be subject to any other or
different standards imposed by this Agreement or otherwise; or (c) and no
standard is expressed, the Person will apply relevant provisions of this
Agreement in making the decision or determination.

         SECTION 19.18 INTERPRETATION. If any claim is made by a party relating
to any conflict, omission or ambiguity in the provisions of this Agreement, no
presumption or burden of proof or persuasion will be implied because this
Agreement was prepared by or at the request of any Member or its counsel. The
Members waive any statute or rule of law to the contrary.

         SECTION 19.19 FURTHER ASSURANCES. Each Member agrees to execute and
deliver (at its own expense) to the other such reasonable and appropriate
additional documents, instruments or agreements as may be necessary or
appropriate, and to take (at its own expense) all actions reasonably necessary,
to effectuate the purposes of this Agreement.

                  [Remainder of page intentionally left blank.]


                                      -57-
<PAGE>   59
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




         IN WITNESS WHEREOF, the Initial Members of Qwest Cyber.Solutions LLC, a
Delaware limited liability company, have executed this Agreement, effective as
of the date first written above.


                             QWEST COMMUNICATIONS INTERNATIONAL INC.


                             By:    /s/ Lewis O. Wilks
                                ------------------------------------------------
                             Name:  Lewis O. Wilks
                             Title: President, Internet and Multimedia Markets

                             KPMG LLP


                             By:    /s/ Roderick C. McGeary
                                ------------------------------------------------
                             Name:  Roderick C. McGeary
                             Title: Vice Chairman

                             SOFTLINE CONSULTANTS & INTEGRATORS, INC.


                             By:    /s/ Paul Ciandrini
                                ------------------------------------------------
                             Name:  Paul Ciandrini
                             Title: Partner


                                      -1-
<PAGE>   60



CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


                                   EXHIBIT A-1


               CAPITAL CONTRIBUTIONS OF INITIAL CLASS A MEMBER AND
                       OBLIGATIONS ASSUMED BY THE COMPANY


Capital Contributions
--------------------------------------------------------------------------------

  Cash: $* * * million on First Closing Date; $* * * million on or before the
  90th day after the First Closing Date; $* * * million on or before the 180th
  day after the First Closing Date

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

  Other tangible and intangible personal property contributed to the Company,
  including a non-exclusive royalty-free license for certain know-how, trade
  secrets and non-patented technical information and intellectual property with
  respect to optical server integration, high-speed optical interconnecting
  capabilities, hosting center operational capabilities and web interface
  applications

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




Other Obligations Assumed by the Company
All fees (including without limitation service fees) or other payments which are
payable pursuant to that certain Master Agreement, dated December 14, 1998,
between Microsoft Corporation and Quest Communications Corporation that arise
in connection with any activities of the Company will be timely paid to the
Initial Class A Member or directly to Microsoft Corporation (if so directed by
the Initial Class A Member).


                                 Exhibit A-1-1


<PAGE>   61


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


                                   EXHIBIT A-2

               CAPITAL CONTRIBUTIONS OF INITIAL CLASS B MEMBER AND
                       OBLIGATIONS ASSUMED BY THE COMPANY

Capital Contributions

Operating Assets of KPMG LLP's Applications Outsourcing Business
|X|  Client engagements and contracts--Exhibit A-2(a)
|X|  Fixed assets--Exhibit A-2(b)
|X|  Applications Outsourcing prospective clients--Exhibit A-2(c)
|X|  All preconfigured templates and associated technology and intellectual
     property for use with Oracle, PeopleSoft or SAP software applications--
     Exhibit A-2(d)

Other tangible and intangible personal property contributed to the Company,
including royalty-free licenses to certain trademarks and tradenames, services
pursuant to other arrangements between the Initial Class B Member and the
Initial Class A Member, all methodology, processes, information, specifications,
formulae, instruction sets, routines, know-how, trade secrets and all
non-patented technical information and intellectual property developed or
obtained by the Initial Class B member with respect to the Business, including
any skill-based training curriculum developed or obtained by the Initial Class B
Member with respect to the application management business.




Other Obligations Assumed by the Company
Any and all liabilities associated with the client engagements and contracts
listed in Exhibits A-2(a) as of and from the date of the First Closing.





                                  EXHIBIT A-1-1




<PAGE>   62


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


                                 EXHIBIT A-2(a)

              CAPITAL CONTRIBUTIONS OF INITIAL CLASS B MEMBER AND
                       OBLIGATIONS ASSUMED BY THE COMPANY

                        CLIENT ENGAGEMENTS AND CONTRACTS

                                      * * *



                                 EXHIBIT A-1-1


<PAGE>   63


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


                                 EXHIBIT A-2(b)
               CAPITAL CONTRIBUTIONS OF INITIAL CLASS B MEMBER AND
                       OBLIGATIONS ASSUMED BY THE COMPANY


                         FIXED ASSETS

              1 Ascend Multiband VSX BRI                  MBV-BRI4U
              1 Ascend Cable Assembly MB+ PictureTel      MBHD-449PT
              1 Sharp Color CCD Camera                    YH-7B50
              1 PictureTel Live50 Videoconferencing set   SPH-1
              1 Compaq ProLiant 2500R
              1 4.3 GB Wide-Ultra SCSI Hard Drives
              1 APS Smart-UPS 2200
              1 Compaq Keyboard/Mouse                     MX11800
              1 Hewlett Packard Automatic Document        C6265A
                Feeder for 6100C Scanner
              1 Hewlett Packard 6100C Scanner             C6260A
              1 SCSI Board (IDE)
              1 US Robotics Courier V.Everything Modem
              1 Procom Technology CD- Writer              PCDR-4/6X-EK
              1 NEC 15" Monitor                           JC-15W1VMA
              1 Compaq 7142 Cabinet
              1 Toshiba Satellite Laptop                  PA1217U V
              3 Logitech Color QuickCam VC
              1 Labtec C-110 deluxe PC Stereo Headset
              1 Dell Optiplex GXM 5133                    DPM
              1 Hewlett-Packard LaserJet 3100             C3948A
              1 Tektronix haser 560                       Z560
              1 Microsoft Windows NT Server 4.0
              4 IBM Thinkpad                              380 ED
              1 IBM Thinkpad                              380 XD
             47 IBM Thinkpad                              600
              1 Dell                                      Desktop Optimax
              1 Compaq                                    Desktop Deskpro
              2 Toshiba                                   Tecra 8000
              2 Demo- Toshiba                             Tecra 8000
              1 Kodak Video Conferencing Camera
              1 Connectix Video Conferencing Camera
              1 Sharp Fax/Scanner                         UX 2200CM


              1 Peoplesoft Application Suite ver. 7.5
              1 Visio 5.0 Professional
              1 Visio 5.0 Technical


                                  Exhibit A-1-1


<PAGE>   64

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



                                 EXHIBIT A-2(c)

               CAPITAL CONTRIBUTIONS OF INITIAL CLASS B MEMBER AND
                        OBLIGATIONS ASSUMED BYTHE COMPANY


                               PROSPECTIVE CLIENTS

                                      * * *


                                 Exhibit A-2-1

<PAGE>   65
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.








                                 EXHIBIT A-2(d)
              CAPITAL CONTRIBUTIONS OF INITIAL CLASS B MEMBER AND
                       OBLIGATIONS ASSUMED BY THE COMPANY


                            Preconfigured Templates


<TABLE>
<S>                     <C>                          <C>
PLATFORM                SOLUTION(S)                  RELEASE
--------                -----------                  -------
Retek &                 - Merchandising              ***
PeopleSoft                (Sales,
                          Purchasing,
                          Inventory &
                          Distribution)
                        - Finance
                        - HR

Retek &                 - Merchandising              ***
Oracle                    (Sales,
                          Purchasing,
                          Inventory &
                          Distribution)
                        - Finance
                        - HR
</TABLE>



                                 Exhibit A-2-1
<PAGE>   66


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


<TABLE>
<S>                     <C>                          <C>
Oracle                  - Merchandising              ***
                          Mgt (Sales,
                          Order Mgt.
                          & Service
                        - Supply
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Production)
                        - Finance
                        - HR
                        - Business
                          Intelligence
                        - Planning
                          Mgt.
                          (Budgeting
                          & Mgt.
                          Reporting)
                        - Advanced
                          Planning on
                          i2

SAP                     - Customer                   ***
                          Mgt (Sales,
                          Order Mgt.
                          & Service
                        - Supply
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Production)
                        - Finance

SAP                     - Customer                   ***
                          Mgt (Sales,
                          Order Mgt.
                          & Service
                        - Supply
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Production)
                        - Finance
</TABLE>



                                 Exhibit A-2-1
<PAGE>   67


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


<TABLE>
<S>                     <C>                          <C>
SAP                     - Supply                     ***
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Distribution)
                        - Finance

Hyperion                - Planning                   ***
                          Mgt
                          (Budgeting
                          & Mgt.
                          Reporting

Oracle                  - Customer                   ***
                          Mgt (Sales,
                          Order Mgt.
                          & Service
                        - Supply
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Production)
                        - Finance
                        - HR
                        - Business
                          Intelligence
                        - Planning
                          Mgt.
                          (Budgeting
                          & Mgt.
                          Reporting
                        - Advanced
                          Planning on
                          i2
</TABLE>



                                 Exhibit A-2-1
<PAGE>   68


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


<TABLE>
<S>                     <C>                          <C>
SAP                     - Customer                   ***
                          Mgt (Sales,
                          Order Mgt.
                          & Service
                        - Supply
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Production)
                        - Finance

Oracle                  - Customer                   ***
                          Mgt (Sales,
                          Order Mgt.
                          & Service
                        - Supply
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Production)
                        - Finance
                        - HR
                        - Business
                          Intelligence

SAP                     - Customer                   ***
                          Mgt (Sales,
                          Order Mgt.
                          & Service
                        - Supply
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Production)
                        - Finance

</TABLE>

                                 Exhibit A-2-1
<PAGE>   69


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


<TABLE>
<S>                     <C>                          <C>
PeopleSoft              - Customer                   ***
                          Mgt (Sales,
                          & Order
                          Mgt.
                        - Supply
                          Chain Mgt
                          (Purchasing
                          & Inventory
                          Mgt)
                        - Finance
                        - HR

Oracle                  - Customer                   ***
                          Mgt (Sales,
                          Order Mgt.
                          & Service
                        - Supply
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Production)
                        - Finance
                        - HR

Oracle                  - Supply                     ***
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Distribution)
                        - Finance
                        - HR

PeopleSoft              - Supply                     ***
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Distribution)
                        - Finance
                        - HR

</TABLE>

                                 Exhibit A-2-1
<PAGE>   70
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

<TABLE>
<S>                     <C>                          <C>
Oracle                  - Supply                     ***
                          Chain Mgt
                          (Purchasing,
                          Inventory
                          Mgt. &
                          Distribution)
                        - Finance
                        - HR
</TABLE>





                                 Exhibit A-2-1
<PAGE>   71

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



                                   EXHIBIT A-3

               CAPITAL CONTRIBUTIONS OF INITIAL CLASS C MEMBER AND
                       OBLIGATIONS ASSUMED BY THE COMPANY


 Capital Contributions

Operating Assets of Softline Consulting & Integrators, Inc.

|X|  Client engagements and contracts--Exhibit A-3(a)
|X|  Fixed assets--Exhibit A-3(b)
|X|  Applications Management prospective clients--Exhibit A-3(c)

Other tangible and intangible personal property contributed to the Company,
including royalty-free licenses to certain trademarks and tradenames, services
pursuant to other arrangements between the Initial Class C Member and the
Initial Class A Member, all methodology, processes, information, specifications,
formulae, instruction sets, routines, know-how, trade secrets and all
non-patented technical information and intellectual property developed or
obtained by the Initial Class C member with respect to the Business, including
HelpDesk and HelpDesk process, procedures and know-how and any skill-based
training curriculum developed or obtained by the Initial Class C Member with
respect to the application management business.



Other Obligations Assumed by the Company
Any and all liabilities associated with the client engagements and contracts
listed in Exhibits A-3(a) as of and from the date of the First Closing.




                                 Exhibit A-2-1


<PAGE>   72

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


                                   EXHIBIT A-3

                                 EXHIBIT A-3(a)
               CAPITAL CONTRIBUTIONS OF INITIAL CLASS C MEMBER AND
                       OBLIGATIONS ASSUMED BY THE COMPANY


                        CLIENT ENGAGEMENTS AND CONTRACTS

                                      * * *



                                 EXHIBIT A-3(b)
               CAPITAL CONTRIBUTIONS OF INITIAL CLASS C MEMBER AND
                       OBLIGATIONS ASSUMED BY THE COMPANY


                                  FIXED ASSETS

IBM Thinkpad 770                  9549-1AU                    78-A0960 97/10
Toshiba Techra 550CDT/4.0         PA1268U XCD                 385916226 -3
IBM Thinkpad 765D                 9546-U9H                    97-DZ5LH
IBM Thinkpad 765D                 9546-U6H                    97-DZ7EV
Toshiba 430CDT/1.3                PA1230U-T2C XCD             02-798948 -3
IBM Think Pad 760EL                                           97-F9ZC3
IBM Thinkpad 770                  9549-1AU                    78-H1259 03/98
Toshiba 70CT/1.6  (Libretto)      PA1260U X                   28590485 -1
Toshiba Techra 740CDT/5.1         PA1233U-XCD                 06738442 -3
Toshiba Techra 750CDT/5.1         PA1253U-T2C                 97291018 -3
IBM Thinkpad 770                  9549-1AU                    78-G4995 02/98
Toshiba Techra 550CDT/4.0         PA1268U XCD                 28551379 -3
Toshiba Techra 740CDT/2.1         PA1229U XCD                 03719618 -3
Toshiba Techra 740CDT/5.1         PA1233U-XCD
Toshiba Techra 550CDT/4.0         PA1268U XCD                 38612588 -3
Toshiba 100CT Libretto                                        48658644A
IBM Thinkpad 560Z                 2640-B0U                    78-ZX382  08/98
Toshiba 100CT Libretto                                        48658645A
IBM Thinkpad 600                  2645-45U                    78-DHR95 10/98
Toshiba 100CT Libretto            PA1254U X                   48658549A
Toshiba 320 CDT Laptop            PA1271U-T2C                 48681350A
Toshiba 730XCDT/2.1               PA1238U XCD                 11744979 -3
Toshiba 730XCDT/2.1               PA1238U XCD                 11744916 -3
Toshiba 320 CDT Laptop            PA1271U-T2C                 78902568A -1
IBM Thinkpad 600                  2645-45U                    78-LG822 09/98
IBM Thinkpad 600                  2645-45U
IBM Thinkpad 600                  2645-45U                    78-LF489 09/98
Toshiba 320 CDT Laptop            PA1271U-T2C                 48680509A
Toshiba 430CDT/1.3                PA1230U-T2C XCD             02798770 -3


                                 Exhibit A-2-1


<PAGE>   73

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Toshiba 730XCDT/2.1               PA1238U XCD                 05738118 -3
Toshiba 430CDT/1.3                PA1230U-T2C XCD             02799060 -3
Loaner IBM Laptop Thinkpad 760EL  9547-U4H                    97-F9ZC3
Toshiba 730XCDT/2.1               PA1238U XCD                 11744422 -3
Toshiba 730XCDT/2.1               PA1238U XCD
Toshiba 430CDT/1.3                PA1230U-T2C XCD             05744272 -3
Toshiba 430CDT/1.3                PA1230U-T2C XCD             05744432 -3
AcerNuovo                         9706x                       1600148229
Toshiba Techra 550CDT/4.0         PA1268U XCD                 28550154 -3
Toshib Techra 460 CDS
Toshiba Satellite 220CDS/1.4      PA1240U-S2C                 67041328 -3
Commax Smartbook I-1100           NBI1100                     D0EL407470632
IBM 380 XCDT                                                  18515321
Toshiba 320 CDT Laptop            PA1271U-T2C                 78854080A -1
Toshiba 730XCDT/2.1               PA1238U XCD                 11744984 -3
Toshiba 730XCDT/2.1               PA1238U XCD                 11744970 -3
Toshiba 730XCDT/2.1               PA1238U XCD                 11744959 -3
Toshiba 730XCDT/2.1               PA1238U XCD                 05740409 -3
Toshiba Satellite Pro 480CDT                                  18515321 -3
Toshiba 480CDT                    PA1256U XCD                 Z7471041 -3
Toshiba 430CDT/1.3                PA1230U-T2C XCD             02798909 -3
Toshiba 730XCDT/2.1               PA1238U XCD                 05740841 -3
Toshiba 320 CDT                   PA1271U-T2C                 58727789A -1
Toshiba 320 CDT                   PA1271U-T2C                 58727928A -1
Toshiba 320 CDT                   PA1271U-T2C                 68818357A -1
Toshiba Satellite 220CDS/1.4      PA1240U-S2C                 57014756 -3
Toshiba 320 CDT                   PA1271U-T2C                 48685563A
Toshiba 320 CDT                   PA1271U-T2C                 78853902A -1
Toshiba 320 CDT                   PA1271U-T2C                 78853691A -1
Toshiba 320 CDT                   PA1271U-T2C                 78901560A -1
IBM Thinkpad 770                  9549-1AU                    78-H4581
IBM Thinkpad 770                  9549-1AU                    78-H1574
IBM Thinkpad 770                  9549-1AU                    78-H4868
Toshiba 320 CDT                   PA1271U-T2C                 58718541A-1
IBM Thinkpad 770ED                                            78-W2719  06/98
Toshiba Satellite 220CDS          PA1240U-S2C                 87214726 -3
Toshiba Tecra 500 CDT             PA1221U XCD                 12697514 -3
IBM Thinkpad  770                 9548-40U                    78- D6613 97/11
Toshiba 320 CDT                   PA1271U-T2C                 68800838A -1
Toshiba 320 CDT                   PA1271U-T2C                 78892313A -1
HP Omnibook 2100                  F1581WT                     TW817D3223
HP Omnibook 2100                  F1581WT                     TW818D3221
HP Omnibook 2100                  F1581WT                     TW818D3242
HP Omnibook 2100                  F1581WT                     TW818D3243
Toshiba Tecra 780                                             78839164A
Toshiba Satellite 320 CDS         PA1271U  VCD                48664008A -1
Toshiba Satellite 4000CDT /4.0    PA1273U XCD                 98044958A -1
Toshiba Techra 750CDT/5.1         PA1253U-T2C                 97291332 -3


                                 Exhibit A-2-1




<PAGE>   74

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Toshiba Satellite 4000CDT /4.0    PA1273U XCD                 Y8190803A -1
Toshiba Satellite 4020CDT /6.4    PA5402U B                   Y8189387A -1
Toshiba Satellite 4020CDT /6.4    PA5402U B                   Y8189724A -1
Toshiba Satellite 4020CDT /6.4    PA5402U B                   Y8189568A -1
Toshiba Satellite 4020CDT /6.4    PA5402U B                   Y8208963A -1
Toshiba Satellite 4020CDT /6.4    PA5402U B                   Y8209735A -1
Toshiba Satellite 4020CDT /6.4    PA5402U B                   Y8210580A -1
Toshiba Satellite 4020CDT /6.4    PA5402U B                   Y8189569A -1
Toshiba Satellite 4020CDT /6.4    PA5402U B                   Y8209920A
Toshiba Satellite 4000CDT /4.6    PA1273U -XCD                Y8230082A -1
Toshiba Satellite 4000CDT /4.6    PA1273U XCD                 Y8231421A -1
Toshiba Satellite 4000CDT /4.6    PA1273U XCD                 Y8231394A -1
Toshiba Satellite 4020CDT /6.4    PA5402U B                   Y8209435A -1
HP OmniBook 2100                                              TW818D3241
Toshiba Satellite 4000CDT /4.6    PA1273U XCD
Toshiba Libretto 50CT/810         PA1249U X                   97246509 -1
Toshiba Satellite 4000CDT /4.6    PA1273U XCD                 Y8231504A -1
Toshiba Satellite 4000CDT /4.6    PA1273U XCD                 Y8227329A -1
Toshiba Satellite 4000CDT /4.6    PA1273U XCD                 Y8230083A -1
Toshiba Satellite 4000CDT         PA1273U XCD                 Y8230054A -1
(PA1273U-T2C)
Toshiba Satellite 4020CDT /6.4    PA5402U B
Toshiba 320 CDT                   PA1271U-T2C                 78902872A -1
Toshiba Satellite 4020CDT /6.4    PA5402U B                   Y8191552A -1
Fujitsu Lifebook 900 Series       FPC09002A (PA# 04271-A101)  84194018
Toshiba Satellite 4020CDT /6.4    PAS402U-T2CW8               Z8345252A -1
Toshiba Satellite 4020CDT /6.4    PAS402U-T2CW8               19379832A -1
Toshiba Satellite 4020CDT /6.4    PAS402U-T2CW8               29473559A -1
Toshiba Satellite 4020CDT /6.4    PAS402U-T2CW8               19398700A -1
Toshiba Satellite 4080XCDT /6.4   PAS408U-T2CW8               39562639A-1
Toshiba Satellite 4080XCDT /6.4   PAS408U-T2CW8               39562640A-1
Toshiba Satellite 4080XCDT /6.4   PAS408U-T2CW8               39566527A-1
Toshiba Satellite 4060CDT /4.02   PAS406U-T2CW8               39520211A-1
Toshiba Satellite 4030CDT /4.03   PAS403U-T2CW8               49625353A-1
Toshiba Satellite 4080XCDT /6.4   PAS408U-T2CW8               19417588A-1
Toshiba Satellite 4030CDT /4.03   PAS403U-T2CW8               49627003A-1
Toshiba Satellite 4030CDT /4.03   PAS403U-T2CW8               49627264A-1
Toshiba Satellite 730XCDT         PA1238U-T2C                 11744967-3
Compaq                            DP2000 5200MMX 3200CDS  DOM 6736BK82S170
Compaq                            DP2000 M5166/2500CD DOM     6715HVYD833
Sony                              Sony PCV150                 2619684
Sony                              Sony PCV-210                53601252
Compaq                            DP4000 5233MMX 3200CDS DOM  6752BXC3F769
Compaq                            DP2000 5200MMX 3200CDS  DOM 6737BKB2D097
Compaq                            DP2000 5200MMX 3200CDS  DOM 674BKB82Q126


                                 Exhibit A-2-1



<PAGE>   75

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Compaq                            DP2000 M5166/2500 DOM       6730HVU6Q240
Compaq                            DP2000 5200MMX 3200/CDS     6809BK82P857
                                  DOM
Compaq                            DP2000 5200MMX 3200CDS DOM  6748BK82E171
Compaq                            DPEP C333/6.4/W5C US        6841CCP4K608
Compaq                            DP200 M5133 2500/CD  DOM    6652HVX6J145
Compaq                            DP20005166MMX 3200/CDS  DOM 6732BK72P533
Compaq                            DP2000 M5133 2500/CD  DOM   6651HVX6J594
Sony                              Sony PCV-90                 2115128
Compaq                            DP2000 M5166/2500CD DOM     6712HVY6D833
Compaq                            DP2000 M5200MMX 3200CDS     6748BK82E218
                                  DOM
Compaq                            DP2000 M5133 2500/CD  DOM   6652HVX6J148
Compaq                            DP2000 5200MMX 3200CDS  DOM 6748BK82E219
Sony                              Sony PCV-120                2448236
Compaq                            DP2000 M5133 2500/CD  DOM   6651HVX6G642
Compaq                            DP2000 M5133 2500/CD  DOM   6702HVX6D621
Compaq                            DP2000 5200MMX 3200CDS DOM  6806BK82Q030
Compaq                            DP2000 5200MMX 3200CDS DOM  6744BK82Q152
Compaq                            DP2000 M5166/2500CD DOM     6713HVY6E989
Compaq                            DPEP C333/6.4/W5C US        6847CCP4B169
Compaq                            Presario 5050               1X8ABYF2656W
Compaq                            Presario 5050               1X8ABYF2C0XB
Compaq                            DPEP 6350/6.4DOM            6828BVD2L471
Compaq                            DP2000 5200MMX 3200CDS DOM  6736BK82S672
Compaq                            DP4000 5133 1620/LS  DOM    6650BBK2E060
Compaq                            DP2000 5200MMX 3200CDS DOM  6736BK82S672
Compaq                            DP2000 M5133 2500/CD  DOM   6703HVX6E375
Compaq                            DP200 M5133 2500/CD  DOM    6703HVX6E367
Compaq                            Presario 5050               1X8ABYF2656Z
CCC                               Golf Ball Computer
                                  Sony PCV-90                 2114883
Compaq                            DP2000 5200MMX 3200CDS DOM  6736BK82Q729
Compaq                            DP2000 5200MMX 3200CDS DOM  674BK82Q072


                                 Exhibit A-2-1



<PAGE>   76

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Compaq                            DP2000 M5133 2500/CD DOM    6703HVX6E391
Compaq                            DP2000 5200MMX 3200CDS DOM  6809BK82P776
Compaq                            DP2000 5200MMX 3200CDS DOM  6806BK82P965
Compaq                            DP2000 5200MMX 3200CDS DOM  6806BK82Q000
Compaq                            DP2000 5200MMX 3200/CDS     6737BK82D088
                                  DOM
Compaq                            DPEP C333/6.4/W5C US        6850CCP4B561
Compaq                            DP2000 5200MMX 3200CDS DOM  6744BK82Q164
Compaq                            DP2000 5200MMX 3200CDS DOM  6747BK82F138
Compaq                            DP2000 5200MMX 3200CDS DOM  6806BK82Q014
Compaq                            DP2000 M5166 2500/CDS       6712HVY6E030
Sony                              PCV-??                      2013976
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK82H339
Compaq                            DP4000 5233MMX 3200/CDS DOM 6752BXC3F811
Compaq                            DP2000 5200MMX 3200/CDS DOM 6806BK82Q485
Compaq                            DP4000 5233MMX 3200/CDS DOM 6752BXC3F843
Compaq                            DP4000 5233MMX 3200/CDS DOM 6752BXC3F758
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK82H343
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK82H362
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK82H388
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK82H318
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK82F155
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK82H317
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK82H304
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK82H368
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK82H332
Compaq                            Presario 5050               1X89BYF2Y0FF
Compaq                            DP P 333/6.41               6845BZK2B147
Compaq                            Presario 5050               1X8ABYF2C0NF
Compaq                            Deskpro                     6845BZK2A733
Compaq                            Presario 5050               1X8ABYF2C0TG
Compaq                            DP2000 5200MMX 3200/CDS DOM 9811BK82D514


                                 Exhibit A-2-1



<PAGE>   77

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Compaq                            DP4000 5133 1620/LS  DOM    6702BBK2F480
Compaq                            Deskpro SB                  6822BZG2J788
Compaq                            Presario 5170               A840BX25N403
Sony                              PCV-90                      2115146
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK82H310
Compaq                            DP2000 5200MMX 3200CDS DOM  6806BK82Q511
Compaq                            DP2000 5200MMX 3200/CDS DOM 6810BK82R523
Compaq                            Deskpro SB 300/4.3          6834BZG2J269
Compaq                            DP2000 5200MMX 3200/CDS DOM 6807BK82P047
Compaq                            DP2000 5200MMX 3200/CDS DOM 6748bk82d197
Compaq                            Deskpro EN Series 633 640   6834BZK2K419
                                  DOM
Compaq                            DP2000 5200MMX 3200CDS DOM  6809BK82P791
Compaq                            DP2000 5200MMX 3200CDS DOM  6806BK82T196
Compaq                            Presario 5050               1X89BYF2Y0FJ
Compaq                            EP Series 6300              6821BZG2J942
Compaq                            EP Series 6300              6822BZG2J931
Compaq                            DP2000 5200MMX 3200/CDS DOM 6748BK82D184
Compaq                            DP2000 5200MMX 3200CDS DOM  6809BK82P740
Compaq                            DP2000 5200MMX 3200CDS DOM  6809BK82P705
Compaq                            DP2000 5200MMX 3200/CDS DOM 6748BK82D194
Compaq                            DP2000 5200MMX 3200CDS DOM  6809bk82p767
Compaq                            Presario 5050               1X8ABYF2c089
Compaq                            DP2000 5200MMX 3200CDS DOM  6809BK82P769
                                  DP4000 M5133/1630/LS        6704BBK2D217
Compaq                            DP2000 5200MMX 3200CDS DOM  6748BK82E176
Compaq                            DP2000 5200MMX 3200CDS DOM  6809BK82P817
Compaq                            Presario 5050               1X8ABYF2Y3CL
Compaq                            DP4000 5133 1620/LS  DOM    8650BBK2D847
Compaq                            DP2000 5200MMX 3200/CDS DOM 6747BK02H303
Compaq                            DP2000 5200MMX 3200/CDS DOM 6806BK82Q726
Compaq                            DP2000 5200MMX 3200/CDS DOM 6806BK82Q529
Compaq                            EN Series 6333              6380BZK2J368



                                  Exhibit A-2-1



<PAGE>   78

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Compaq                            Deskpro EP Series           6821BZG2K073
                                  6300/4.3DOM
Compaq                            DP2000 5200MMX 3200/CDS DOM 6748BK82D113
Compaq                            EN Series 6333              6829BZK2J764
Compaq                            EN Series 6333              6829BXK2J909
Compaq                            EN Series 6333              6829BZK2J662
Compaq                            EN Series 6333              6845BZK2A778
Compaq                            EN Series 6333              6847ccp4bi86
Compaq                            EN Series 6333              6850CCP4C079
Compaq                            EN Series 6333              6850CCP4C243
Compaq                            EN Series 6333              6850CCP4C967
Compaq                            EN Series 6333              6850CCP4C050
Compaq                            EN Series 6333              6850CCP4B915
Compaq                            EN Series 6333              6901CCP4A023
Compaq                            EN Series 6333              6847CCP4B194
Compaq                            EN Series 6333              6845BZK2B009
Compaq                            EN Series 6333              6850CCP4C073
Compaq                            EN Series 6333              6847CCP4B196
Compaq                            EN Series 6333              6845CCP4D832
Compaq                            EN Series 6333              6845CCP4D740
                                  Compaq Deskpro 2000         6703hvx6e375
                                  Compaq Deskpro 4000         6650bbk2d847
                                  Compaq Deskpro  C400        6911cl94a075
                                  Compaq Deskpro C400         6909cl94a620
                                  Compaq Deskpro C400         6909cl94a639
                                  Compaq Deskpro C400         6910cl94a266
                                  Compaq Deskpro C400         6910cl94a314
Compaq                            DeskproEP 6300/4.3DOM       6822BZG2K304
3com                              Super Stack II Switch 3000  7YDB020767
                                  12 Port
3com                              Super Stack II Hub 100 TX   6KZA029108
                                  12 Port
3com                              Super Stack II Hub 100 TX   6KZA029109
                                  12 Port
3com                              Super Stack II Hub 100 TX   6KZA029110
                                  12 Port
3com                              Super Stack II Hub 100 TX   6KZA029060
                                  12 Port
3com                              Super Stack II PS Hub 40    7TRV28970C
                                  12 Port
3com                              Super Stack II PS Hub 40    7TRV280249
                                  12 Port
3com                              Super Stack II Hub 100 TX   6KZA0A302E
                                  24 Port
Ascend                            Max200 Plus                 7447123
Ascend                            Max200 Plus                 8224862
Adtran                            TSU 120                     743B2452
SuperScope                        VMS500                      MZ009648050046
Sony                              Timelapse VCR SVT-124       0012549D7
Cisco                             Cisco4500M                  45591044



                                 Exhibit A-2-1



<PAGE>   79

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Cisco                             Cisco4500M                  45591041
Cisco                             Cisco2501                   250721467
Cisco                             Cisco2924                   FAA0246X080
Cisco                             Cisco2924                   FAA0251Y14Z
Cisco                             Cisco766                    5208557
Cisco                             Cisco7206                   72640767
Cisco                             Cisco1924                   FAA0247Z16Q
Cisco                             Cisco2501                   250222794
Cisco                             Cisco2501                   250721445
Cisco                             Cisco2501                   250722736
Cisco                             Cisco2501                   250731310
Cisco                             Cisco2501                   250450525
Cisco                             Cisco2501                   250464662
Cisco                             Cisco2501                   250465856
Cisco                             Cisco2501                   250464661
Cisco                             Cisco2501                   250566173
3com                              Super Stack II Hub 100 TX   6NTA000CD1
Compaq                            Keyboard/Monitor/Mouse-4
Compaq                            UPS                         E00077802
Compaq                            UPS                         E00094944
NEC                               Multisync A700 Monitor      7709403ED
Shamrock                          14" Monitor                 61TSA0015308
Belkin                            Omniview                    EC0F198373QS
                                  Keyboard/Mouse/Monitor
                                  Switch
Compaq                            DP2000 M5166/2500           6730HVU6Q326
                                  DOM/64MB/2.4GB
Compaq                            Proliant 7000R              D746BLC20086
Compaq                            Proliant 2500R              D803BPV10281
Compaq                            Proliant 7000R              D739BLC10525
Compaq                            Proliant 6000               D726BLB30743
Compaq                            Proliant 2500               D742HWB10026
Compaq                            Proliant 2500               D804BPT10994
Compaq                            Proliant 800                D712BJW11510
Compaq                            Proliant 7000R              D744BLC20134
Compaq                            Proliant 7000R              D745BLC20026
Compaq                            Proliant 3000
Compaq                            Proliant 3000               D851BVX10095
Compaq                            Proliant 2500               D739BJM10399
Compaq                            Proliant 7000R              D840BWX10370
SUN                               SUN Enterprise 450          811F046D
StorageTek                        StorageTek 9710             230000005053
Compaq                            Proliant 1600               D829BWT10095
                                  ProLiant 800                D712BJW10368
APC                               Smart-UPS 700               WS9721848718
APC                               Smart-UPS 1400              WS9746367029
APC                               Smart-UPS 1400              WS9738184245
Compaq                            Keyboard/Monitor/Mouse Switch-4
Compaq                            UPS                         E00206672
Compaq                            UPS                         E00205476


                                 Exhibit A-2-1



<PAGE>   80

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Compaq                            Keyboard/Monitor/Mouse Switch-4
Compaq                            UPS                         E00206716
Compaq                            UPS                         E00151705
                                  Optiquest Q53               3D74600944
                                  Optiquest Q53               3D74702572
                                  Optiquest Q53               3D74404093
Compaq                            Proliant 400                D852CJS10035
Compaq                            Proliant 3000               D847BX610035
Hewlett Packard                   AdvanceStack J2600A 10BT    SG62460424
                                  Hub-12
Hewlett Packard                   AdvanceStack J2600A 10BT    SG62360886
                                  Hub-12
Hewlett Packard                   AdvanceStack Switching      SG72260125
                                  Hub-24R J3202A 10BT Hub
Hewlett Packard                   AdvanceStack Switching      SG64531084
                                  Hub-12R J3200A 10BT Hub
Hewlett Packard                   AdvanceStack Switching      SG64932703
                                  Hub-12R J3200A 10BT Hub
Hewlett Packard                   AdvanceStack Switch 208T    US72900503
                                  J3175A
Hewlett Packard                   AdvanceStack Hub-12TX       TW73001092
                                  J3234A
DigitalLink                       Prelude DSU (Internet DSU)  1277010684
Adtran                            56/64 DSU (OSS DSU)         725A6153
Adtran                            TSU 120 (Point-to-Point     743B2437
                                  DSU)
Cisco                             2501 Internet Router        25762337
Cisco                             2501 Potin-to-Point Router  250219954
Ascend                            Max200 Plus                 7135948
Linksys                           8 Port Hub                  N/A
3Com                              PS Hub 40 12 Port 3C16405   7TRV1D1091
                                  (Suite 580)
3Com                              PS Hub 40 24 Port 3C16406   7TSV298C3C
                                  (Suite 590)
3Com                              PS Hub 40 12 Port 3C16405   7TRV28964C
                                  (Suite 590)
Compaq                            Proliant 2500               8747HWA10192
Compaq                            Proliant 3000               D851BVX11036
Compaq                            Proliant 800                D736BJW30067
Compaq                            DP2000 5133/2500/CD DOM     6710HVX6F098
Compaq                            DP2000 5166/2500/CD DOM     6712HVY6E411
Compaq                            DP2000 5166/2500/CD DOM     6710HVY6D507
Compaq                            DP2000 5133/2500/CD DOM     6652HVX6J13
Compaq                            Proliant 2500               D747HWA30192
Compaq                            Proliant 800                D712BJW10368


                                 Exhibit A-2-1



<PAGE>   81

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Raritan                           Keyboard/Mouse/Monitor      A965328
                                  Switch
APC                               Smart-UPS 700               WS9721848735
APC                               Smart-UPS 700               WS9721848729
APC                               Smart-UPS 700               WS9722888172
APC                               Smart-UPS 700               WS9721848713
APC                               Smart-UPS 700               S96068800960
APC                               Smart-UPS 700               WS9721848686
APC                               Smart-UPS 700               WS9721848660
                                  External Conner 4mm DAT     DS02W24
                                  External Seagate 4mm DAT    GR02T2T
Hewlett Packard                   HP Office Jet 630           US78KA21FT
Hewlett Packard                   HP Laser Jet 3100
Hewlett Packard                   HP Office Jet 630           US78KA21F4
Hewlett Packard                   HP Laser Jet 3100
Hewlett Packard                   HP Laser Jet 6L             JPHJ057486
Hewlett Packard                   HP LaserJet 4+              JPGK175289
Hewlett Packard                   HP LaserJet 4V              JPFH034125
Hewlett Packard                   HP LaserJet 5N
Hewlett Packard                   HP LaserJet 4000            JPPG175947
Hewlett Packard                   HP LaserJet 5               USHB101215
Hewlett Packard                   HP LaserJet 4000N           JPPA173708
Hewlett Packard                   HP LaserJet 4000TN          JPGN040218
Hewlett Packard                   HP Color LaserJet 5         JPHF133452
Hewlett Packard                   HP LaserJet 5N              USLC011885
Hewlett Packard                   HP LaserJet 5N              USLB005610
Hewlett Packard                   HP LaserJet 4V
Hewlett Packard                   HP LaserJet 8000 C4087A     USBB000307



                             CLIENT ENGAGEMENTS AND
                                    CONTRACTS

                                      * * *



                                 Exhibit A-2-1



<PAGE>   82
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




                                 EXHIBIT A-3(C)

               CAPITAL CONTRIBUTIONS OF INITIAL CLASS C MEMBER AND
                        OBLIGATIONS ASSUMED BY THE COMPANY


                               PROSPECTIVE CLIENTS

                                      * * *






                                 Exhibit A-2-1



<PAGE>   83


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.






                                   EXHIBIT B-1
        EMPLOYEES OF INITIAL CLASS A MEMBER SUBJECT TO LOAN-OUT AGREEMENT


                                  JOHN CHARTERS
                                  RICK FREISIA
                                  DOUGLAS BELL




                                 Exhibit B-2-1





<PAGE>   84

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.






                                   EXHIBIT B-2
                EMPLOYEES AND PARTNERS OF INITIAL CLASS B MEMBER
                          SUBJECT TO LOAN-OUT AGREEMENT

                                      * * *






                                 Exhibit B-2-1







<PAGE>   85


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




                                   EXHIBIT B-3
        EMPLOYEES OF INITIAL CLASS C MEMBER SUBJECT TO LOAN-OUT AGREEMENT

                                      * * *










                                 Exhibit B-2-1


<PAGE>   86


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


<TABLE>
<CAPTION>




                                            EXHIBIT C
           INITIAL MEMBERS, ADDRESSES AND PERCENTAGE INTERESTS AS OF EFFECTIVE DATE

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

                     Member                    Class of Membership Interest               Percentage
                                                           held                      Interest held by such
                                                                                            Member
         ------------------------------- ------------------------------------------ ------------------------
         ------------------------------- ------------------------------------------ ------------------------
<S>                                                       <C>                                <C>

         Qwest Communications
         International Inc.                               Class A                             51%
         1000 Quest Tower
         555 Seventeenth Street
         Denver, CO 80202
         ------------------------------- ------------------------------------------ ------------------------
         ------------------------------- ------------------------------------------ ------------------------
         KPMG LLP
         500 East Middlefield Road                        Class B                              9%
         Mountain View, CA 94043
         ------------------------------- ------------------------------------------ ------------------------
         ------------------------------- ------------------------------------------ ------------------------
         Softline Consultants &
         Integrators Inc.                                 Class C                             40%
         c/o
         KPMG LLP
         500 East Middlefield Road
         Mountain View, CA 94043
         ------------------------------- ------------------------------------------ ------------------------
         *
</TABLE>


                                  Exhibit C-1


<PAGE>   87

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.






                                    EXHIBIT D
                                   ALLOCATIONS


                                    ARTICLE 1
                      ALLOCATION OF NET INCOME, NET LOSSES
                        AND OTHER ITEMS AMONG THE MEMBERS

1.1. CAPITAL ACCOUNTS.


(a)  A separate capital account shall be maintained for each Member (a
"CAPITAL ACCOUNT"). Such Member's Capital Account shall from time to time be (i)
increased by (A) the amount of money and the Book Value of any property
contributed (or deemed contributed) by the Member to the Company (net of
liabilities secured by the property or to which the property is subject), and
(B) the Net Income and any other items of income and gain specially allocated to
the Member under Paragraph 1.4, and (ii) decreased by (A) the amount of money
and the Book Value of any property distributed to the Member (net of liabilities
secured by the property or to which the property is subject), and (B) the Net
Losses and any other items of deduction and loss specially allocated to the
Member under Paragraph 1.4.

(b)  In the event that assets of the Company other than money are
distributed to a Member in liquidation of the Company, or in the event that
assets of the Company other than money are distributed to a Member in kind, in
order to reflect unrealized gain or loss, Capital Accounts for the Members shall
be adjusted for the hypothetical "book" gain or loss that would have been
realized by the Company if the distributed assets had been sold for their gross
fair market values in a cash sale. In the event of the liquidation of a Member's
interest in the Company, or in the event of a Qualified Public Offering
involving a transfer or deemed transfer of membership interests in the Company
in order to reflect unrealized gain or loss, Capital Accounts for the Members
shall be adjusted for the hypothetical "book" gain or loss that would have been
realized by the Company if all of the Company's assets had been sold for their
gross fair market values in a cash sale.

(c)  Upon liquidation of the Company, or of an interest of a Member in the
Company, and following the allocation of all items of income and loss as set
forth in this Exhibit D, the assets of the Company shall be distributed to the
Member or Members in accordance with their Capital Account balances.

1.2. ALLOCATION OF NET LOSSES.  After giving effect to the special allocations
set forth in Paragraph 1.4, Net Losses of the Company for each Fiscal Year shall
be allocated to the Members as follows:

(a)  First, to the Members in proportion to their respective positive Adjusted
Capital Account balances, until such balances are reduced to zero; and

     (b)  Thereafter, to the Members in accordance with their Percentage
Interests.



                                  Exhibit D-1



<PAGE>   88


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.





1.3. ALLOCATION OF NET INCOME.  After giving effect to the special allocations
set forth in Paragraph 1.4 below, Net Income of the Company for each Fiscal Year
shall be allocated to the Members in the following order and priority: (a)
First, to the extent Net Losses have been allocated to the Members pursuant to
Paragraph 1.2 above in prior years, Net Income shall be allocated to the
Members, to offset their respective shares of any Net Losses allocated pursuant
to Paragraph 1.2(b); and

(b) Thereafter, to the Members in accordance with their respective Percentage
    Interests.

    1.4.  SPECIAL ALLOCATIONS.  The following special allocations shall be made
          in the following order:


(a) Regulatory Allocations. Allocations shall be made as necessary so as to
insure that the Company complies with the provisions for "minimum gain
chargeback" as described in Treasury Regulations Section 1.7042(f), "partner
nonrecourse debt minimum gain chargeback" as described in Treasury Regulations
Section 1.7042(i)(4), and "qualified income offset" as described in Treasury
Regulations Section 1.7041(b)(2)(ii)(d).

(b) Extraordinary Gain or Loss. Gain or loss attributable to any Extraordinary
Transaction (including for this purpose, any hypothetical "book" gain or loss
associated with any revaluation of the Capital Accounts or the assets of the
Company pursuant to this Exhibit D) shall be specially allocated among the
Members (i) first, to eliminate any deficit balances in the Adjusted Capital
Accounts of the Members, and (ii) thereafter, in such manner as to cause the
ratios of each Member's Adjusted Capital Account to the aggregate Adjusted
Capital Accounts of all of the Members (following such special allocation) to
equal as nearly as possible their respective Percentage Interests.

(c) Items Recharacterized. If any payment to any person that is treated by the
Company as the payment of an expense is recharacterized by a taxing authority as
a distribution by the Company to the payee as a member, such payee shall be
specially allocated an amount of the Company's gross income and gain as quickly
as possible equal to the amount of the distribution.

(d) Nonrecourse Deductions.  Any Nonrecourse Deductions shall be allocated to
the Members in accordance with their Percentage Interests.

(e) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions shall be
allocated to the Member that bears the Economic Risk of Loss for the member
nonrecourse debt to which such deductions relate as provided in Treasury
Regulation Section 1.7042(i)(1).

(f) Certain Section 754 Adjustment. To the extent any adjustment to the adjusted
tax basis of any the Company asset pursuant to Code Section 732(d), Code Section
734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations
Section 1.7041(b)(2)(iv)(m), to be taken into account in determining Capital
Accounts as the result of a distribution to a Member in complete liquidation of
its interest in the Company, the amount of such adjustment to Capital Accounts
shall be treated as an item of gain (if the adjustment increases such basis) or
loss (if the adjustment decreases such basis) and such gain or loss shall be
specially allocated to the Members in accordance with their interests in the
Company as determined under Treasury Regulations Section 1.7041(b)(3) in the
event Treasury Regulations Section 1.704





                                  Exhibit D-2



<PAGE>   89
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made
in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(g) Limit on Loss Allocations. Notwithstanding the provisions of Paragraph 1.2
or any other provision of this Agreement to the contrary, Net Losses (or items
thereof) will not be allocated to a Member if such allocation would cause or
increase a deficit balance in a Member's Adjusted Capital Account and will be
reallocated to the other Members in proportion to their Percentage Interests,
subject to the limitations of this subparagraph 1.4(g).

(h) Special Allocation of Income or Deductions or Losses Attributable to
Contributions. Notwithstanding the provisions of Paragraph 1.2 of this Exhibit
D, to the extent that a contribution or deemed contribution of a Member
(including any deemed contribution attributable to the agreements provided in
Subsections 2.4(2), (3), (4), (5), (6), (7), (8), and (9) gives rise in
connection with such contribution or deemed contribution to (i) a deduction or
loss (including a deduction for compensation or other ordinary and necessary
expense), or (ii) additional income (including income attributable to
royalties), and in either case is specifically attributable to such contribution
or deemed contribution, such deduction or income shall be specially allocated to
such Member as soon as practicable following such contribution or deemed
contribution, unless otherwise determined by the Management Committee.

(i) Liquidation Allocations. It is intended that immediately before any
distribution in liquidation to the Members pursuant to Section 14.5 of the
Agreement, each Member's Capital Account balance shall, when divided by the sum
of all Capital Account balances, yields a percentage equal to such Member's
Percentage Interest.. This intended Capital Account balance for a Member is
referred to as such Member's "TARGETED CAPITAL ACCOUNT Balance." Notwithstanding
anything to the contrary in this Exhibit D, if upon a termination and
liquidation of the Company, any Member's ending Capital Account balance,
determined without regard to this Paragraph 1.4(i), immediately before the
distributions to be made pursuant to Section 14.5 of the Agreement, would differ
from its Targeted Capital Account Balance, then the Members shall be specially
allocated items of income, gain, loss and deduction (including items of gross
income and deduction) for Capital Account purposes for such year in such manner
so as to minimize the differences between each Member's ending Capital Account
balance and its Targeted Capital Account Balance.

(j) In the event that any adjustment is made to any item of income, deduction,
credit or allowance (an "ADJUSTMENT") of the Company by a regulatory agency, and
a Member is a counterparty to such Adjustment, the Members agree that (i) all
allocations of income, gain, loss, deduction or credit shall be made, (ii) any
necessary deemed distributions and/or contributions shall be treated as having
occurred, and (iii) all capital account and other necessary adjustments shall be
made, such that the tax consequences of any Adjustment to the Company and the
Members subject to such Adjustment will be minimized to the extent possible. As
a result of the foregoing, it is anticipated that the existence of any such
Adjustment shall not alter the basic economic agreement of the parties as
reflected herein, which is the primary purpose of this section, and shall not in
any way have a net effect on the capital account balances of the Members in
relation to each other Member.

     1.5. ALLOCATION OF CERTAIN TAX ITEMS.


                                  Exhibit D-3



<PAGE>   90

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



(a) Except as otherwise provided in this Paragraph 1.5, all items of income,
gain, loss or deduction for federal, state and local income tax purposes shall
be allocated in the same manner as the corresponding "book" items are allocated
under Paragraphs 1.2 and 1.3 (as a component of Net Losses or Net Income), or
Paragraph 1.4.

(b) In accordance with Code Section 704(c) and the Regulations thereunder,
income, gain, loss and deduction with respect to any property contributed to the
capital of the Company shall, solely for tax purposes, be allocated among the
Members so as to take account of any variation between the adjusted basis of
such property to the Company for federal income tax purposes and the initial
Book Value thereof (computed in accordance with subparagraph (i) of the
definition of the term Book Value herein). Any such item of income, gain, loss
or deduction shall be allocated in a manner consistent with Treasury Regulations
Section 1.704-3, applying the method allowed under paragraph (b) thereof unless
the Management Committee agrees to an allocation method allowed under Section
1.704-3(c) or (d).

(c) In the event the Book Value of any asset of the Company is adjusted pursuant
to subparagraph (ii) or (iv) of the definition of the term Book Value (as set
forth below), subsequent allocations of income, gain, loss and deduction with
respect to such asset shall be determined using the principles specified in
Treasury Regulations Section 1.704-1(b)(2)(iv)(g) and shall take account of any
variation between the adjusted basis of the asset to the Company for income tax
purposes and its Book Value (excluding any portion of such variation subject to
subparagraph 1.5(b)) in the manner required under Treasury Regulations Section
1.704-1(b)(4)(i). Such allocations shall be made in a manner consistent with
Treasury Regulations Section 1.704-3(b) unless the Management Committee agrees
to an allocation method allowed under Section 1.704-3(c) or (d).

(d) The Tax Matters Member may, in its reasonable discretion, cause the Company
to make the election under Section 754 of the Code, in which event allocations
of income, gain, loss or deduction to affected Members for federal, state and
local tax purposes shall take into account the effect of such election pursuant
to applicable provisions of the Code.

(e) All other matters concerning allocations for United States federal, state
and local and non-U.S. income tax purposes, including accounting procedures, not
expressly provided for by the terms of this Agreement, shall be equitably
determined in good faith by the Tax Matters Member in any manner that reasonably
reflects the purpose and intention of this Agreement. Allocations pursuant to
this Paragraph 1.5 are solely for federal, state and local tax purposes. Except
to the extent allocations under this Paragraph 1.5 are reflected in the
allocations of the corresponding "book" items pursuant to Paragraphs 1.2 or 1.3
(as a component of Net Losses or Net Income), or Paragraph 1.4, allocations
under this Paragraph 1.5 shall not affect, or in any way be taken into account
in computing, any Member's Capital Account or share of Net Income, Net Losses,
other items or distributions pursuant to any provision of the Agreement.

1.6. ALLOCATION BETWEEN ASSIGNOR AND ASSIGNEE. The portion of the income, gain,
losses, credits, and deductions of the Company for any Fiscal Year during which
a membership interest in the Company is assigned by a Member (or by an assignee
or successor in interest to a Member), that is allocable with respect to such
interest shall be apportioned between the assignor and the assignee of the
interest on whatever reasonable, consistently applied basis is selected by



                                  Exhibit D-4


<PAGE>   91
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


the Tax Matters Member and permitted by the applicable Treasury Regulations
under Code Section 706.

1.7.  TAX REPORTING.  The Members are aware of the income tax consequences of
the allocations made by this Exhibit D and hereby agree to be bound by the
provisions of the Agreement and this Exhibit D to the Agreement in reporting
their shares of the Company income and loss for income tax purposes.

1.8. PROFIT SHARES.  Solely for purposes of determining a Member's proportionate
share of the Company's "excess nonrecourse liabilities," as defined in Treasury
Regulation Section 1.7523(a), the Members' interests in profits of the Company
shall be deemed to be in accordance with their Percentage Interests.

                                    ARTICLE 2
                                   DEFINITIONS

         As used in this Exhibit D, the following terms shall have the following
         meaning:

"ADJUSTED CAPITAL ACCOUNT" means the balance in a Member's Capital Account after
giving effect to the following adjustments:

                  (i)  debit or credit to such Capital Account, as applicable,
         all capital contributions and distributions to the Member for the
         relevant Fiscal Year;

                  (ii) credit to such Capital Account any amount that such
         Member is deemed obligated to restore pursuant to the penultimate
         sentences of Treasury Regulations Sections 1.7042(g)(1) or
         1.7042(i)(5); and

                  (iii) debit to such Capital Account the items described in
         Treasury Regulations Sections 1.7041(b)(2)(ii)(d)(4),
         1.7041(b)(2)(ii)(d)(5), and 1.7041(b)(2)(ii)(d)(6).

"BOOK VALUE" means, with respect to any asset, the asset's adjusted basis for
federal income tax purposes, except as follows:

                 (i) the initial Book Value of any asset contributed by a
         Member to the Company shall be the gross fair market value of such
         asset, as determined by the contributing Member and the Management
         Committee; and

                 (ii) the Book Value of all assets of the Company shall be
         adjusted to equal their respective gross fair market values (taking
         Code Section 7701(g) into account), as of the following times: (a) the
         acquisition of an additional interest in the Company by any new or
         existing Member in exchange for more than a de minimis capital
         contribution; (b) the distribution by the Company to a Member of more
         than a de minimis amount of property of the Company as consideration
         for an interest in the Company, in the case of either (a) or (b), if
         the Management Committee determines that such adjustment is necessary
         or appropriate to reflect the relative economic interests of the
         Members in the Company within the meaning of Treasury Regulations
         Section 1.7041(b)(2)(i)(g); and (c) the liquidation of a Member's
         interest in the Company or, liquidation of the Company within the
         meaning of Treasury Regulations Section 1.7041(b)(2)(ii)(g);

                  (iii) the Book Value of any asset of the Company distributed
         to any Member shall be the gross fair market value (taking Code Section
         7701(g) into account) of such asset on the date of distribution;


                                  Exhibit D-5


<PAGE>   92

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




                  (iv) the Book Values of the Company assets shall be increased
         (or decreased) to reflect any adjustments to the adjusted basis of such
         assets pursuant to Section 732(d), Section 734(b) or Section 743(b) of
         the Code, but only to the extent that such adjustments are taken into
         account in determining Capital Accounts pursuant to Treasury Regulation
         Section 1.704-1(b)(2)(iv)(m) and Paragraph 1.4(i) hereof, provided,
         however, that Book Values shall not be adjusted pursuant to this
         subparagraph (iv) to the extent that the Management Committee
         determines that an adjustment pursuant to subparagraph (ii) of this
         definition is necessary or appropriate in connection with a transaction
         that would otherwise result in an adjustment pursuant to this
         subparagraph (iv); and

                  (v) if the Book Value of any asset has been determined or
         adjusted pursuant to subparagraphs (i), (ii) or (iv) hereof, such Book
         Value shall thereafter be adjusted by the Depreciation taken into
         account with respect to such asset for purposes of computing gains or
         losses from the disposition of such asset.

"DEPRECIATION" means, for each Fiscal Year or other period, an amount equal to
the depreciation, amortization, or other cost recovery deduction allowable for
federal income tax purposes with respect to an asset for such year or other
period, except that if the Book Value of any asset differs from its adjusted
basis for federal income tax purposes at the beginning of such year or other
period, Depreciation shall be an amount which bears the same ratio to such
beginning Book Value as the federal income tax depreciation, amortization, or
other cost recovery deduction for such year or other period bears to such
beginning adjusted tax basis, provided, however, that if the federal income tax
depreciation, amortization, or other cost recovery deduction for such year is
zero, Depreciation shall be determined with reference to such beginning Book
Value using any reasonable method selected by the Tax Matters Member.

"EXTRAORDINARY TRANSACTION" means, any sale or refinancing of any substantial
portion of the assets of the Company.

"MEMBER NONRECOURSE DEDUCTIONS" in any year means deductions that are
characterized as "partner nonrecourse deductions" under Treasury Regulations
Sections 1.704-2(i)(1) and 1.704-2(i)(2).

"NET INCOME" and "NET LOSSES" mean, for each Fiscal Year or other period, an
amount equal to the Company's taxable income or loss, as the case may be for
such year or period, determined in accordance with Code Section 703(a) (for this
purpose, all items of income, gain, loss and deduction required to be stated
separately pursuant to Code Section 703(a)(1) shall be included in taxable
income or loss), with the following adjustments: (i) any income of the Company
that is exempt from federal income tax and not otherwise taken into account in
computing Net Income or Net Losses pursuant to this paragraph shall be added to
such taxable income or loss; (ii) any expenditures of the Company described in
Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures
pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv), and not otherwise
taken into account in computing Net Income or Net Losses pursuant to this
definitional paragraph shall be subtracted from such taxable income or loss;
(iii) in the event the Book Value of any asset of the Company is adjusted
pursuant to subparagraph (ii) or (iii) of the definition thereof, the amount of
such adjustment shall be taken into account as gain or loss from the disposition
of such asset for purposes of computing Net Income or Net Losses; (iv) gain or
loss resulting from the disposition of any asset of the Company with respect to
which gain or loss is recognized for federal income tax purposes shall be
computed by reference to the Book Value of the asset disposed of,
notwithstanding that the adjusted tax basis of such asset differs from its



                                  Exhibit D-6


<PAGE>   93


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




Book Value; (v) in lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such Fiscal Year or other
period, computed in accordance with the definition thereof; and (vi)
notwithstanding any other provision of this Paragraph, any items which are
specially allocated pursuant to Paragraph 1.4 hereof shall not be taken into
account in computing Net Income and Net Losses.

"NONRECOURSE DEDUCTIONS" in any year means deductions that are characterized as
"nonrecourse deductions" under Treasury Regulations Sections 1.704-2(b)(1) and
1.704-2(c).

"QUALIFIED PUBLIC OFFERING" shall have the meaning set forth in Article 1 of the
Agreement.



         OTHER DEFINITIONS.  All other capitalized terms used in this Exhibit D
shall have the same meaning as inthe Agreement.

                                   Exhibit D-7

<PAGE>   94
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




                                   EXHIBIT E-1
                             CAPITAL CALL PROCEDURES

                  (A) CAPITAL CALL NOTICE.  Each Capital Call Notice will
                   specify as of the date of such notice:

                  (1) the total Additional Capital Contributions of all Members
                      subject to such notice;

                  (2) the then current Percentage Interest and capital account
                      balance of each of the Members;

                  (3) the total amount of the Additional Capital Contribution
                  required to be funded by each Member pursuant to such Capital
                  Call Notice; and

                  (4) the identity of the depository financial institution
                  accounts of the Company into which the Additional Capital
                  Contributions of the agent to which such other are to be
                  delivered.

          (B) FUNDING OF CAPITAL CALL. Subject to the provisions of Section 4.5,
              -----------------------
     each Member who is required to make an Additional Capital Contribution
     will, not later than the date which is five Business Days after the date of
     actual delivery thereto of a Capital Call Notice, contribute to the capital
     of the Company cash made by wire transfer of immediately available funds to
     the bank account of the Company, or deliver such other assets to the agent,
     specified in the applicable Capital Call Notice an amount equal to the
     Additional Capital Contribution required to be funded by such Member
     pursuant to the applicable Capital Call Notice. Any Additional Capital
     Contribution not made by such date will accrue interest at the rate of 1.5%
     per month for the period commencing on the date such payment was due until
     the day such payment is paid.


                                  Exhibit E-1
<PAGE>   95


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


                                   EXHIBIT E-2
                                    REMEDIES

                  (A) REMEDIES. If the Defaulting Member does not contribute the
         Additional Capital Contribution to the Company within the periods set
         forth below, the Management Committee, acting for all purposes of
         Section 4.6 and this Exhibit E-2 without the vote of the Managers
         appointed by the Defaulting Member (i.e., by the Managers appointed by
         the non-Defaulting Members) may elect any one or more of the remedies
         set forth below. Notwithstanding the foregoing, in no event will a
         non-Defaulting Member be entitled to elect more than one remedy if the
         effect of doing so would be duplicative.

                           (1) ADVANCE FUNDS. If the Defaulting Member does not
                  contribute its Additional Capital Contribution within the 15
                  day period following the dispatch of written notice from the
                  Company of an Event of Default, the Management Committee may
                  elect to permit non-Defaulting Members to advance funds to the
                  Company to cover those amounts that the Defaulting Member
                  fails to contribute. Amounts that a non-Defaulting Member so
                  advances on behalf of the Defaulting Member will become a loan
                  due and owing from the Defaulting Member to such
                  non-Defaulting Member and bear interest at the rate per annum
                  of 150 basis points above the referenced rate of the Bank of
                  America (or any successor bank) as in effect on the date such
                  Additional Capital Contribution was originally due, with such
                  interest being payable monthly. All cash distributions
                  otherwise distributable to the Defaulting Member under this
                  Agreement will instead be paid to the non-Defaulting Members
                  making such advances until such advances and any accrued but
                  unpaid interest thereon are paid in full. Any amount repaid
                  will first be applied to interest and thereafter to principal.
                  Effective upon a Member becoming a Defaulting Member, such
                  Member shall grant to the non-Defaulting Members who advance
                  funds under this subsection (1) a security interest in such
                  Defaulting Member's Membership Interest to secure its
                  obligation to repay such advances, and hereby agrees to
                  execute and deliver a promissory note, a security agreement,
                  and such UCC-1 financing statements and assignments of
                  certificates of membership (or other documents of security or
                  transfer) in such form as such non-Defaulting Members may
                  reasonably request.

                           (2) ADJUST PERCENTAGE INTEREST. If the Defaulting
                  Member does not, within a further period of 60 days,
                  contribute such Additional Capital Contribution and/or repay
                  in full any advances made by the non-Defaulting Members, the
                  Management Committee may elect upon 30 days prior written
                  notice to the Defaulting Member to adjust the Percentage
                  Interests of the Company's Members at the end of such 30 day
                  period (unless, prior to such date, the Defaulting Member has
                  fully remedied such default) in which event each Member's
                  Percentage Interest will be a fraction, the numerator of which
                  represents the amount of such Member's Capital Account and the
                  denominator of which represents the sum of all Members'
                  Capital Accounts.

                           (3) DISSOLVE. If the Defaulting Member does not
                  contribute Additional Capital Contributions on three
                  occasions, whether or not consecutive, and the Defaulting
                  Member has failed to cure each such failure to contribute
                  within the fifteen day period specified in subsection (1)
                  above, the Management Committee may elect to dissolve the
                  Company, upon the approval of a majority of the


                                 Exhibit E-2-1

<PAGE>   96
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED
THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.





                  Percentage Interests of the non-Defaulting Members, in which
                  event the Company will be wound-up, liquidated and
                  terminated pursuant to ARTICLE 14.


                           (4) PURCHASE INTEREST. If the Defaulting Member does
                  not contribute Additional Capital Contributions on three
                  occasions, whether or not consecutive, and the Defaulting
                  Member has failed to cure each such failure to contribute
                  within the fifteen day period specified in subsection (1)
                  above, the Management Committee, upon the approval of a
                  majority of the Percentage Interests of the non-Defaulting
                  Members, may elect to permit the Company or the non-Defaulting
                  Members to purchase (and the Defaulting Member shall be
                  required to sell) the Defaulting Member's entire Membership
                  Interest for the book value thereof (i.e., for the positive
                  balance of such Member's Capital Account) less the total
                  amount owed by such Member to the Company and non-Defaulting
                  Members in respect of unpaid Additional Capital Contribution
                  or advances by non-Defaulting Members in respect thereof.

                  (b)      OTHER EFFECTS.

                          (1) NO DISTRIBUTIONS. A Defaulting Member will have
                  no right to receive any Distributions from the Company until
                  the non-Defaulting Members have first received Distributions
                  in an amount equal to the additional capital contributed by
                  each non-Defaulting Member to the Company, including advances
                  as loans to the Defaulting Member, if any, plus a cumulative,
                  compounded return thereon at the rate per annum of 150 basis
                  points above the reference rate of the Bank of America as in
                  effect on the date such additional capital was contributed.

                           (2) NO VOTING. If the Management Committee exercises
                  any of the remedies set forth in subsections (a)(3) or (a)(4)
                  above, the Defaulting Member will lose its voting and approval
                  rights under this Agreement until completion of dissolution
                  and the winding up of the affairs of the Company, or such time
                  as the Defaulting Member cures (if the non-Defaulting Member
                  thereafter permits the Defaulting Member to cure) the default
                  or its Membership Interest is purchased. Notwithstanding the
                  foregoing, in the event the non-Defaulting Member elects to
                  exercise the remedy provided for in subsection (a)(4) above,
                  then pending the consummation of the purchase of the
                  Defaulting Member's entire Membership Interest pursuant to
                  such subsection, the Defaulting Member will, even if it no
                  longer has any Managers appointed by it to the Management
                  Committee, retain the right to approve all actions specified
                  anywhere in this Agreement as requiring the unanimous consent
                  or approval of the Management Committee until consummation of
                  such purchase. No reduction in a Member's Percentage Interest
                  pursuant to subsection (a) shall affect any of the Defaulting
                  Member's voting or approval rights under this Agreement (other
                  than to the extent such reduction reduces the voting power of
                  the Defaulting Member's representatives).

                           (3) NO PARTICIPATION IN MANAGEMENT. Except as
                  provided in subsection (2), if the Management Committee
                  exercises any of the remedies set forth in subsections (a)(3)
                  or (a)(4), the Defaulting Member will lose its ability
                  (whether as a Member or through the Managers appointed by it)
                  to actively participate in the management and operations of
                  the Company until the completion of dissolution and the
                  winding up of the affairs of the Company, or such time as the
                  Defaulting Member cures (if the non-Defaulting Member
                  thereafter permits the Defaulting Member to cure) the default
                  or its Membership Interest is purchased.

                                 Exhibit E-2-2



<PAGE>   97
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


                                   EXHIBIT F
                             INITIAL BUSINESS PLAN



[KPMG LOGO]


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



             Project Opal Business Plan



             Updated 06-03-99

<PAGE>   98
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



Project Opal Business Plan Sections
--------------------------------------------------------------------------------

I.       Introduction to ASP Market

II.      Market Assessment

III.     Services

IV.      Pro Forma Financials

V.       Staffing, Contracts, and Pipeline




                                       2                            Confidential
<PAGE>   99
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




Project Opal Business Plan Sections
--------------------------------------------------------------------------

I.       Introduction to ASP Market

II.      Market Assessment

III.     Services

IV.      Pro Forma Financials

V.       Staffing, Contracts, and Pipeline






                                       3                            Confidential
<PAGE>   100
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



Service Model Definitions
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                Applications
                                   Service                       Applications
                                  Provider                        Management
---------------------------------------------------------------------------------------
<S>                            <C>                          <C>
Target Market                  low to middle                mid to high
---------------------------------------------------------------------------------------
Degree of customization        none to low                  medium to high
---------------------------------------------------------------------------------------
Prominent providers            US internetworking           Andersen
                               Corio                        IBM
                               Oracle BOL                   EDS
---------------------------------------------------------------------------------------
Unit of pricing/term           Subscription:                contracts (5 year)
                               Per user/month               based on scope
                                                            and service level
---------------------------------------------------------------------------------------
Delivery profile               IP networks, remote          post implementation
                               servers, browser-based,      services for ERP,
                               VPN                          client/server
---------------------------------------------------------------------------------------
Typical applications           Productivity, CRM,           all ERP (HR, financials,
                               ERP                          manufacturing, distribution)
                                                            as well as legacy systems
                                                            of all kinds
---------------------------------------------------------------------------------------
Type of software license       One to Many (ASP) held       One to one, held by the
                               by ASP or ISV. One to one    client
                               (Apps Hosting) held by
                               client
---------------------------------------------------------------------------------------
Data Center                    On ASP premises              On provider premises, or
                                                            3rd party ITO, or client
                                                            site
---------------------------------------------------------------------------------------
</TABLE>

                                       4                            Confidential
<PAGE>   101
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.




Why the ASP Market is Emerging
---------------------------------------------------------------------------

- Demand Drivers

   Increasingly Complex Application Environment
   Internet Imperative
   Competitive Refocusing
   Increased M&A Activity
   Increased Acceptance of Outsourcing

- Supply Drivers
   Advancements in Networking Technologies
   Software Vendor Need to Increase Middle Market Presence

- Still Primarily Supply Driven at This Point


                                               Source: IDC, 1999 [IDC LOGO]

                                       5                            Confidential
<PAGE>   102
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


The ASP Business Model:  Required Skill Sets
--------------------------------------------------------------------------------



                                   From KPMG
                                       &
                                     Qwest
                        -------------------------------

                                    Services

                           - Services Infrastructure

                           - Service Sales Expertise

                              - Project Management

                               - Customer Support
                        -------------------------------



                                  From Qwest
                        -------------------------------

                                  Networking

                                 - Data Center

                             - WAN Infrastructure

                              - Managed Services

                             - Network Monitoring

                              - Network Security
                        -------------------------------


                                   From KPMG
                                       &
                                     Qwest
                        -------------------------------

                            - License Administration
                           - Application Integration
                            - Application Management
                             - Application Support
                         - Application Sales Expertise

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



                                   From KPMG
                        -------------------------------

                            - License Administration
                           - Application Integration
                            - Application Management
                             - Application Support
                         - Application Sales Expertise

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


Source: IDC, 1999


                                       6                            Confidential
<PAGE>   103
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



Project Opal Business Plan Sections
--------------------------------------------------------------------------

I.       Introduction to ASP Market

II.      Market Assessment

III.     Services

IV.      Pro Forma Financials

V.       Staffing, Contracts, and Pipeline



                                       7                            Confidential
<PAGE>   104
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



Applications Management:  Global Market Growth
--------------------------------------------------------------------------------

                      Applications Management:  by Region




                              [PERFORMANCE GRAPH]



                                                                      Source: G2

--------------------------------------------------------------------------------
Note:  Forrester Research corroborates the G2 projections. Forrester projects
the applications outsourcing market to be $21 billion dollars by the year 2001
--------------------------------------------------------------------------------


                                       8                            Confidential
<PAGE>   105
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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Global Enterprise ASP Market Opportunity
--------------------------------------------------------------------------------

                            - Reality is the Market is Small Today...

[PERFORMANCE GRAPH]         - However Great Growth Potential

                            - U.S. Lead Market, Europe is Next

                            - 1999 Will Be Critical Year as ASPs Hit the Streets



Source:  IDC, 1999


                                       9                            Confidential
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CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Service Provider Value Chain
--------------------------------------------------------------------------------


                           Web-based Services Offered




                                      ***



                                      10                            Confidential
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CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


<TABLE>
<CAPTION>
Competitive Snapshot
--------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------
Company     Mkt Segments             Partners             Services               Advantage   Weakness
------------------------------------------------------------------------------------------------------
<S>         <C>                      <C>                  <C>                    <C>         <C>
AT&T        All                      Open Market,         Consulting, Web
                                     Order Trust          hosting, customer
                                                          support                    ***        ***

Corio       Low to mid-market        PeopleSoft, Sun      Consulting, ERP
            and hypergrowth          Concentric           apps end data
            Startups                                      hosting                    ***        ***

IBM         Small and Medium         JDE, Great Plains    SI, apps mgmt,
Global      Businesses               Baan                 Some customization         ***        ***
Services

USi         Low to middle            PeopleSoft, MS,      Apps selection, SI,
            market enterprise        Siebel, Sagent,      hosting, e-commerce,
                                     Broadvision HP       extended ERP               ***        ***

Oracle      Low to middle            Sun                  ERP apps and
 (BOL)      market enterprise                             data hosting               ***        ***


Opal        Middle Market            PeopleSoft, SAP      apps and data
            hypergrowth, moving      Pivotal, Siebel,     mgmt, and hosting
            upmkt                    Oracle, HP,          of extended ERP            ***        ***
                                     Microsoft
</TABLE>






                                                     Source:  IDC, Psft internal



                                      11                            Confidential
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CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



ASP Technical Challenges
--------------------------------------------------------------------------------
<TABLE>
<S>                                                      <C>
Challenge                                                 Response

- App performance and security                            - Anchor Partner for
                                                            network challenges

- Apps not Web ready                                      - Partners or acquisition
                                                            for Web presentation,
                                                            work with ERP development
                                                            orgs

- Managing a complex set of configurations                - Looking at acquisition
                                                            for configuration
                                                            management


- SI Challenge                                            - Innovation around SI
                                                            approach: self-config,
                                                            remote implementation
                                                            tools

</TABLE>


                                      12                            Confidential



<PAGE>   109
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


ASP Business Challenges
--------------------------------------------------------------------------------
<TABLE>

<C>                                     <C>
Challenge                               Response



- IP rights from ERP vendors               ***

- subscription sales model              - model gaining acceptance



- margin erosion because                - strategic partnering and equity
  multiple suppliers                      to strike favorable terms for key
                                          components of the value chain

- buyer issues of trust                 - partnering with trusted branded
  security, integration                   firms
  with existing systems
  and reluctance to change

</TABLE>




                                      13                            Confidential
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CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



Benefits to Users: Customer Value Proposition
---------------------------------------------------------------------------

- Lower Total Cost of Ownership

- Higher availability, redundancy, security

- Greater sophistication of software solution

- Greater rate of technology change

- Focus on core competencies

- Technical skills shortage is solved

- Because the apps are not installed at client site, there is no
  compatibility issue



                                      14                       Confidential
<PAGE>   111
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



ASP and Opal's Value Chain Components
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                   Components
<S>                      <C>                                                 <C>
                         Sales, Marketing & Distribution                     [KPMG, Opal, Qwest, ***]
[SAP, PeopleSoft,
 Oracle, Siebel, etc.]   Superior, Branded Applications

                         Implementation, Integration, and Business Mgmt      [KPMG]

[Opal, Qwest]            IP Network Management, Data Center

[Opal, Qwest]            Daily Process Operations Capacity

[Opal, Qwest]            Customer Care Capabilities (Web, Telephony)

</TABLE>


                                      15                            Confidential
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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



Project Opal Business Plan Sections
--------------------------------------------------------------------------

I.       Introduction to ASP Market

II.      Market Assessment

III.     Services

IV.      Pro Forma Financials

V.       Staffing, Contracts, and Pipeline




                                      16                            Confidential
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CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Enterprise Applications Management Services
--------------------------------------------------------------------------------

- Services provided by KPMG(1)

- Services provided by/through Project Opal(2)

- Services provided by Qwest(3)


- Upgrades
- Integrate 3rd party products
- Implement new tools & applications
- Customizations
- Build/modify Interfaces


- Database Administration
- Apps System Administration
- Security Administration
- Apps Design & Development
- Problem Resolution (Help Desk)


- Operating Systems Admin (Unix, NT)
- Network Administration
- Server Maintenance
- Disaster Recovery
- Backup, Retrieval, and Archival

                           - Business Advisory(1,2,3)
                               - Enhancements(2)
                      - Application Functional Support(2)
                       - Application Technical Support(2)
                             - Implementation(1,2)
                             - Software Licenses(2)
                       - IT Infrastructure Management(3)
                            - Telecommunications(3)


- Business/Technology Translation
  - Applications (Project Opal)
  - Infrastructure (KPMG, Qwest)

  - Specialized Industry Consulting (KPMG)
- Change Management (Project Opal)


- Applications Configuration
- Table Maintenance
- Testing
- User Training
- Problem resolution (Help Desk)


- Design
- Build
- Implement


- ERP
- Supply Chain
- CRM
- Other


- Physical Network
- IP Backbone
- VPN


                                      17                            Confidential
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CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Opal's Service Delivery Infrastructure
--------------------------------------------------------------------------------

                                Project Opal
                                 Headquarters
                                    Denver


                   Client

- Casual and concurrent use access to system
- KPMG onsite client presence
  - Program management
  - Business analysis
  - Maintenance and enhancements (as required)


   IT Infrastructure Operations
       at Qwest CyberCenters

- Operating systems administration

- Network administration

- Server maintenance

- Disaster recovery

- Backup retrieval and archival


Applications Competency Centers

       Wilmington, DE         Atlanta, GA
       Tysons Corner, VA      Dallas, TX
       San Jose, CA           Chicago, IL

- Applications Support Desk
- Technical teams
  - DBA/system/security administration
  - Applications development
- Applications configuration teams
- Applications Knowledge Repository


          ISV Help Desk




                                      18                            Confidential
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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Products
--------------------------------------------------------------------------------

Opal's services are focused on supporting the following products:

- Enterprise Resource Planning Systems


          - SAP

          - Oracle

          - PeopleSoft

- Supply Chain Products

          - ***

          - ***

          - Other industry specific

- Customer Relationships Management (CRM) Products

          - Siebel

          - ***

- Electronic Commerce (TBD)

- Other Point Solutions


                                      19                            Confidential
<PAGE>   116
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



Project Opal Business Plan Sections
--------------------------------------------------------------------------

I.       Introduction to ASP Market

II.      Market Assessment

III.     Services

IV.      Pro Forma Financials

V.       Staffing, Contracts, and Pipeline



                                       20                           Confidential
<PAGE>   117
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Opal Income Statement
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Income Statement
  ($ in thousands)
                                          Q3-99     Q4-99     Q1-00     Q2-00     Q3-00     Q4-00
<S>                                        <C>      <C>       <C>       <C>       <C>       <C>
Revenue
  Non-Recurring                             $***     $***      $***      $***      $***      $***
  Recurring                                 $***     $***      $***      $***      $***      $***
  KPMG Contributed Revenue (No Growth)      $***     $***      $***      $***      $***      $***
  -------------------------------------     ----     ----      ----      ----      ----      ----
  Sum                                       $***     $***      $***      $***      $***      $***

Expenses
  Implementation COGS                       $***     $***      $***      $***      $***      $***
  Support COGS                              $***     $***      $***      $***      $***      $***
  CyberCenter COGS                          $***     $***      $***      $***      $***      $***
  IP Transport COGS                         $***     $***      $***      $***      $***      $***
  Operating Systems                         $***     $***      $***      $***      $***      $***
  ISV License                               $***     $***      $***      $***      $***      $***
  SoftLine COGS                             $***     $***      $***      $***      $***      $***
  -------------------------------------     ----     ----      ----      ----      ----      ----
  Sum COGS                                  $***     $***      $***      $***      $***      $***

Gross Income                                $***     $***      $***      $***      $***      $***
  Gross Margin                               ***%     ***%      ***%      ***%      ***%      ***%

  Sales & Marketing                         $***     $***      $***      $***      $***      $***
  General & Administrative                  $***     $***      $***      $***      $***      $***
  -------------------------------------     ----     ----      ----      ----      ----      ----
  Sum                                       $***     $***      $***      $***      $***      $***

EBITDA                                      $***     $***      $***      $***      $***      $***

  Depreciation                              $***     $***      $***      $***      $***      $***
  Taxes                                     $***     $***      $***      $***      $***      $***

Net Income                                  $***     $***      $***      $***      $***      $***

Cash Flow
  Net Income                                $***     $***      $***      $***      $***      $***
  Add Depreciation                          $***     $***      $***      $***      $***      $***
  Less Capex                      ***%      $***     $***      $***      $***      $***      $***
  Add Changes in Working Capital
  -------------------------------------     ----     ----      ----      ----      ----      ----
  Cash Flow                                 $***     $***      $***      $***      $***      $***

  Discount Rate/Period            ***%
  Present Value of Cash Flow
---------------------------------------
NPV of Cash Flow                 $***
---------------------------------------

Terminal Value

  EBITDA Less Capex Multiple      ***
  Terminal Value PV/TV           $***
                                                                                             $***
---------------------------------------
Total Value                      $***
---------------------------------------

<CAPTION>
Income Statement
  ($ in thousands)
                                           2 Quarters
                                             1999        2000    2001    2002    2003    2004
<S>                                        <C>           <C>     <C>     <C>     <C>     <C>
Revenue
  Non-Recurring                             $***     $***      $***      $***      $***      $***
  Recurring                                 $***     $***      $***      $***      $***      $***
  KPMG Contributed Revenue (No Growth)      $***     $***      $***      $***      $***      $***
  -------------------------------------     ----     ----      ----      ----      ----      ----
  Sum                                       $***     $***      $***      $***      $***      $***

Expenses
  Implementation COGS                       $***     $***      $***      $***      $***      $***
  Support COGS                              $***     $***      $***      $***      $***      $***
  CyberCenter COGS                          $***     $***      $***      $***      $***      $***
  IP Transport COGS                         $***     $***      $***      $***      $***      $***
  Operating Systems                         $***     $***      $***      $***      $***      $***
  ISV License                               $***     $***      $***      $***      $***      $***
  SoftLine COGS                             $***     $***      $***      $***      $***      $***
  -------------------------------------     ----     ----      ----      ----      ----      ----
  Sum COGS                                  $***     $***      $***      $***      $***      $***

Gross Income                                $***     $***      $***      $***      $***      $***
  Gross Margin                               ***%     ***%      ***%      ***%      ***%      ***%

  Sales & Marketing                         $***     $***      $***      $***      $***      $***
  General & Administrative                  $***     $***      $***      $***      $***      $***
  -------------------------------------     ----     ----      ----      ----      ----      ----
  Sum                                       $***     $***      $***      $***      $***      $***

EBITDA                                      $***     $***      $***      $***      $***      $***

  Depreciation                              $***     $***      $***      $***      $***      $***
  Taxes                                     $***     $***      $***      $***      $***      $***

Net Income                                  $***     $***      $***      $***      $***      $***

Cash Flow
  Net Income                                $***     $***      $***      $***      $***      $***
  Add Depreciation                          $***     $***      $***      $***      $***      $***
  Less Capex                      ***%      $***     $***      $***      $***      $***      $***
  Add Changes in Working Capital            $***     $***      $***      $***      $***      $***
  -------------------------------------     ----     ----      ----      ----      ----      ----
  Cash Flow                                 $***     $***      $***      $***      $***      $***

  Discount Rate/Period            ***%       ***      ***       ***       ***       ***       ***
  Present Value of Cash Flow                $***     $***      $***      $***      $***      $***
---------------------------------------     ----     ----      ----      ----      ----      ----
NPV of Cash Flow                 $***
---------------------------------------

Terminal Value

  EBITDA Less Capex Multiple      ***
  Terminal Value PV/TV           $***
                                                                                             $***
---------------------------------------
Total Value                      $***
---------------------------------------
</TABLE>

                                      21                 KPMG/Qwest Confidential
<PAGE>   118
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Opal Relative Income Statement
--------------------------------------------------------------------------------

Relative Income Statement (Percent of Total Revenue Unless Otherwise Stated)

<TABLE>
<S>                                                   <C>        <C>        <C>        <C>        <C>        <C>
Revenue
  Non-Recurring                                        ***%       ***%       ***%       ***%       ***%       ***%
  Recurring                                            ***%       ***%       ***%       ***%       ***%       ***%
  SoftLine                                             ***%       ***%       ***%       ***%       ***%       ***%
  --------------------------------------------------   ---        ---        ---        ---        ---        ---
  Sum                                                  ***%       ***%       ***%       ***%       ***%       ***%

Expenses
  Implementation COGS (% of NR Revenue)                ***%       ***%       ***%       ***%       ***%       ***%
  Support COGS (% of Recurring Revenue)                ***%       ***%       ***%       ***%       ***%       ***%
  CyberCenter COGS (% of Recurring Revenue)            ***%       ***%       ***%       ***%       ***%       ***%
  IP Transport COGS (% of Recurring Revenue)           ***%       ***%       ***%       ***%       ***%       ***%
  Operating Systems (% of Recurring Revenue)           ***%       ***%       ***%       ***%       ***%       ***%
  ISV License (% of Recurring Revenue)                 ***%       ***%       ***%       ***%       ***%       ***%
  --------------------------------------------------   ---        ---        ---        ---        ---        ---
  Sum COGS                                             ***%       ***%       ***%       ***%       ***%       ***%

Gross Margin                                           ***%       ***%       ***%       ***%       ***%       ***%

  Sales & Marketing                                    ***%       ***%       ***%       ***%       ***%       ***%
  General & Administrative                             ***%       ***%       ***%       ***%       ***%       ***%
  --------------------------------------------------   ---        ---        ---        ---        ---        ---
  Sum                                                  ***%       ***%       ***%       ***%       ***%       ***%

EBITDA                                                 ***%       ***%       ***%       ***%       ***%       ***%

  Depreciation                                         ***%       ***%       ***%       ***%       ***%       ***%
  Taxes                                                ***%       ***%       ***%       ***%       ***%       ***%

Net Income                                             ***%       ***%       ***%       ***%       ***%       ***%

</TABLE>

<TABLE>
<S>                                                   <C>        <C>        <C>        <C>        <C>        <C>
Revenue
  Non-Recurring                                        ***%       ***%       ***%       ***%       ***%       ***%
  Recurring                                            ***%       ***%       ***%       ***%       ***%       ***%
  SoftLine                                             ***%       ***%       ***%       ***%       ***%       ***%
  --------------------------------------------------   ---        ---        ---        ---        ---        ---
  Sum                                                  ***%       ***%       ***%       ***%       ***%       ***%

Expenses
  Implementation COGS (% of NR Revenue)                ***%       ***%       ***%       ***%       ***%       ***%
  Support COGS (% of Recurring Revenue)                ***%       ***%       ***%       ***%       ***%       ***%
  CyberCenter COGS (% of Recurring Revenue)            ***%       ***%       ***%       ***%       ***%       ***%
  IP Transport COGS (% of Recurring Revenue)           ***%       ***%       ***%       ***%       ***%       ***%
  Operating Systems (% of Recurring Revenue)           ***%       ***%       ***%       ***%       ***%       ***%
  ISV License (% of Recurring Revenue)                 ***%       ***%       ***%       ***%       ***%       ***%
  --------------------------------------------------   ---        ---        ---        ---        ---        ---
  Sum COGS                                             ***%       ***%       ***%       ***%       ***%       ***%

Gross Margin                                           ***%       ***%       ***%       ***%       ***%       ***%

  Sales & Marketing                                    ***%       ***%       ***%       ***%       ***%       ***%
  General & Administrative                             ***%       ***%       ***%       ***%       ***%       ***%
  --------------------------------------------------   ---        ---        ---        ---        ---        ---
  Sum                                                  ***%       ***%       ***%       ***%       ***%       ***%

EBITDA                                                 ***%       ***%       ***%       ***%       ***%       ***%

  Depreciation                                         ***%       ***%       ***%       ***%       ***%       ***%
  Taxes                                                ***%       ***%       ***%       ***%       ***%       ***%

Net Income                                             ***%       ***%       ***%       ***%       ***%       ***%
</TABLE>


Additional Metrics
<TABLE>
<CAPTION>
                                                                                          Extrapolation of Forrester Data
<S>                                                    <C>        <C>         <C>         <C>        <C>        <C>

  Market Size (Application Outsourcing - Forrester)    $***        $***        $***        $***       $***       $***
     Growth                                             ***%        ***%        ***%        ***%       ***%       ***%
  JV Revenue                                           $***        $***        $***        $***       $***       $***
  --------------------------------------------------   ----        ----        ----        ----       ----       ----
  % of total market                                     ***%        ***%        ***%        ***%       ***%       ***%

</TABLE>


                                      22                            Confidential
<PAGE>   119
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Opal Monthly Cash Flow Statement
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Monthly Cash Flow Statement
     ($s in thousands)
                                                Jul-99    Aug-99     Sep-99    Oct-99    Nov-99    Dec-99    Jan-00    Feb-00
<S>                                             <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>
Revenue                                         $***      $***       $***      $***      $***      $***      $***      $***
  Growth                                         ***%      ***%       ***%      ***%      ***%      ***%      ***%      ***%

  COGS                                          $***      $***       $***      $***      $***      $***      $***      $***
  Sales & Marketing                             $***      $***       $***      $***      $***      $***      $***      $***
  General & Administrative                      $***      $***       $***      $***      $***      $***      $***      $***
  --------------------------------------------  ----      ----       ----      ----      ----      ----      ----      ----
  Sum                                           $***      $***       $***      $***      $***      $***      $***      $***

     % of Revenue                                ***%      ***%       ***%      ***%      ***%      ***%      ***%      ***%

EBITDA                                          $***      $***       $***      $***      $***      $***      $***      $***

  Depreciation                                  $***      $***       $***      $***      $***      $***      $***      $***
  Taxes                                         $***      $***       $***      $***      $***      $***      $***      $***
----------------------------------------------  ----      ----       ----      ----      ----      ----      ----      ----
Net Income                                      $***      $***       $***      $***      $***      $***      $***      $***
                                                 ***%      ***%       ***%      ***%      ***%      ***%      ***%      ***%
Cash Flow
  Net Income                                    $***      $***       $***      $***      $***      $***      $***      $***
  Add Depreciation                              $***      $***       $***      $***      $***      $***      $***      $***
  Less Capex                                    $***      $***       $***      $***      $***      $***      $***      $***
  Add Changes in Working Capital                $***      $***       $***      $***      $***      $***      $***      $***
  --------------------------------------------  ----      ----       ----      ----      ----      ----      ----      ----
  Cash Flow                                     $***      $***       $***      $***      $***      $***      $***      $***


  Cumulative Cash Flow                          $***      $***       $***      $***      $***      $***      $***      $***

<CAPTION>

Monthly Cash Flow Statement
     ($s in thousands)
                                                Mar-00    Apr-00     May-00    Jun-00    Jul-00    Aug-00   Sep-00   Oct-00   Nov-00
<S>                                             <C>       <C>        <C>       <C>       <C>       <C>      <C>      <C>      <C>
Revenue                                         $***      $***       $***      $***      $***      $***     $***     $***     $***
  Growth                                         ***%      ***%       ***%      ***%      ***%      ***%     ***%     ***%     ***%

  COGS                                          $***      $***       $***      $***      $***      $***     $***     $***     $***
  Sales & Marketing                             $***      $***       $***      $***      $***      $***     $***     $***     $***
  General & Administrative                      $***      $***       $***      $***      $***      $***     $***     $***     $***
  --------------------------------------------  ----      ----       ----      ----      ----      ----     ----     ----     ----
  Sum                                           $***      $***       $***      $***      $***      $***     $***     $***     $***

     % of Revenue                                ***%      ***%       ***%      ***%      ***%      ***%     ***%     ***%     ***%

EBITDA                                          $***      $***       $***      $***      $***      $***     $***     $***     $***

  Depreciation                                  $***      $***       $***      $***      $***      $***     $***     $***     $***
  Taxes                                         $***      $***       $***      $***      $***      $***     $***     $***     $***
----------------------------------------------  ----      ----       ----      ----      ----      ----     ----     ----     ----
Net Income                                      $***      $***       $***      $***      $***      $***     $***     $***     $***
                                                 ***%      ***%       ***%      ***%      ***%      ***%     ***%     ***%     ***%
Cash Flow
  Net Income                                    $***      $***       $***      $***      $***      $***     $***     $***     $***
  Add Depreciation                              $***      $***       $***      $***      $***      $***     $***     $***     $***
  Less Capex                                    $***      $***       $***      $***      $***      $***     $***     $***     $***
  Add Changes in Working Capital                $***      $***       $***      $***      $***      $***     $***     $***     $***
  --------------------------------------------  ----      ----       ----      ----      ----      ----     ----     ----     ----
  Cash Flow                                     $***      $***       $***      $***      $***      $***     $***     $***     $***


  Cumulative Cash Flow                          $***      $***       $***      $***      $***      $***     $***     $***     $***

</TABLE>


                                      23                            Confidential
<PAGE>   120
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


          Revenue: CRM
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Revenue - Top Down Calculation
     ($s in thousands)
                                                     Q3-99  Q4-99  Q1-00  Q2-00  Q3-00  Q4-00  1999  2000  2001  2002   2003   2004
<S>                                    <C>           <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>   <C>   <C>    <C>    <C>
Customer Relationship Management -
  Siebel Or ***
--------------------------------------------------
Average number of users per client                    ***    ***   ***     ***    ***    ***    ***   ***   ***   ***    ***    ***
                                       qtrly growth                                           Annual Growth ***%  ***%   ***%   ***%
NEW clients in period                     ***%        ***    ***   ***     ***    ***    ***    ***   ***   ***   ***    ***    ***
NEW Users                                             ***    ***   ***     ***    ***    ***    ***   ***   ***   ***    ***    ***


     Cum Clients before churn                         ***    ***   ***     ***    ***    ***    ***   ***   ***   ***    ***    ***
Churn (% of client base)                              ***%   ***%  ***%    ***%   ***%   ***%               ***%  ***%   ***%   ***%
--------------------------------------------------   ----   ----  ----    ----   ----   ----   ----  ----  ----  ----   ----   ----
Loss of Clients                                       ***    ***   ***     ***    ***    ***    ***   ***   ***   ***    ***    ***

CUM Clients                                           ***    ***   ***     ***    ***    ***    ***   ***   ***   ***    ***    ***
CUM Users

Integ & Enhance Rev per CLIENT         efficiency
     Man MONTHS per Client                ***%        ***    ***   ***     ***    ***    ***    ***   ***   ***   ***    ***    ***
     % that is Up-Front                               ***%   ***%  ***%    ***%   ***%   ***%   ***%  ***%  ***%  ***%   ***%   ***%
     Rate per man month                              $***   $***  $***    $***   $***   $***   $***  $***  $***  $***   $***   $***
     Installs                                         ***    ***   ***     ***    ***    ***    ***   ***   ***   ***    ***    ***
     ---------------------------------------------   ----   ----  ----    ----   ----   ----   ----  ----  ----  ----   ----   ----
     Up-Front Labor Cost                             $***   $***  $***    $***   $***   $***   $***  $***  $***  $***   $***   $***
     Spread Remainder over (years)        ***
          1999 Installs                               ***   $***  $***    $***   $***   $***   $***  $***  $***  $***   $***   $***
          2000 Installs                                           $***    $***   $***   $***         $***  $***  $***   $***   $***
          2001 Installs                                                                                    $***  $***   $***   $***
          2002 Installs                                                                                          $***   $***   $***
          2003 Installs                                                                                                 $***   $***
          2004 Installs                                                                                                        $***
     ---------------------------------------------   ----   ----  ----    ----    ----   ----  ----  ----   ----  ----  ----   ----
     Direct labor impl and enhancements              $***   $***  $***    $***    $***   $***   $***  $***  $***  $***  $***   $***

     Margin on Implementation labor                   ***%   ***%  ***%    ***%    ***%   ***%   ***%  ***%  ***%  ***%  ***%   ***%
     ---------------------------------------------   ----   ----  ----    ----    ----   ----   ----  ----  ----  ----  ----   ----
     Revenue on Implementation                       $***   $***  $***    $***    $***   $***   $***  $***  $***  $***  $***   $***
                                                      ***%  Reduction from the Friday model (5-7-99)
Recurring Revenue per User Mont           ***%       $***   $***  $***    $***    $***   $***               $***  $***  $***   $***
     Months in period                                 ***    ***   ***     ***     ***    ***                ***   ***   ***    ***
     Users                                            ***    ***   ***     ***     ***    ***                ***   ***   ***    ***
     ---------------------------------------------   ----   ----  ----    ----    ----   ----   ----  ----  ----  ----  ----   ----
     Recurring Revenue                               $***   $***  $***    $***    $***   $***   $***  $***  $***  $***  $***   $***
Sum Revenue CRM                                      $***   $***  $***    $***    $***   $***   $***  $***  $***  $***  $***   $***
</TABLE>



                                       24                          Confidential


<PAGE>   121
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

          Revenue: ERP
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>

<S>                                                                   <C>       <C>       <C>       <C>       <C>       <C>
Enterprise Resource Planning - SAP (Financials to begin with)
-------------------------------------------------------------
Average number of users per client                                      ***       ***       ***       ***       ***       ***
                                                 qtrly growth
NEW clients in period                                 ***%              ***       ***       ***       ***       ***       ***
NEW Users                                                               ***       ***       ***       ***       ***       ***

     Cum Clients before churn                                           ***       ***       ***       ***       ***       ***
Churn (% of client base)                                                ***%      ***%      ***%      ***%      ***%      ***%
-------------------------------------------------------------          ----      ----      ----      ----      ----      ----
Loss of Clients                                                                   ***       ***       ***       ***       ***

CUM Clients                                                             ***       ***       ***       ***       ***       ***
CUM Users                                                               ***       ***       ***       ***       ***       ***
                                                                                                                          ***%
Impl and enhance Rev/Client                    efficiency
     Man MONTHS per Client                            ***%              ***       ***       ***       ***       ***       ***
     % that is Up-Front                                                 ***%      ***%      ***%      ***%      ***%      ***%
     Rate per man month                                                $***      $***      $***      $***      $***      $***
     Installs                                                           ***       ***       ***       ***       ***       ***
     --------------------------------------------------------          ----      ----      ----      ----      ----      ----
     Up-Front Labor Cost                                               $***      $***      $***      $***      $***      $***
     Spread Remainder over (years)                   $***
          1999 Installs                                                $***      $***      $***      $***      $***      $***
          2000 Installs                                                                    $***      $***      $***      $***
          2001 Installs
          2002 Installs
          2003 Installs
          2004 installs
     --------------------------------------------------------          ----      ----      ----      ----      ----      ----
     Direct Labor Cost of Install                                      $***      $***      $***      $***      $***      $***

     Margin on Implementation                                           ***%      ***%      ***%      ***%      ***%      ***%
-------------------------------------------------------------          ----      ----      ----      ----      ----      ----
     Revenue on Implementation                                         $***      $***      $***      $***      $***      $***
                                                                        ***% Reduction from the Friday model (5-7-99)
Recurring Revenue per User Mont                       ***%             $***      $***      $***      $***      $***      $***
     Months in period                                                   ***       ***       ***       ***       ***       ***
     Users                                                              ***       ***       ***       ***       ***       ***
     --------------------------------------------------------          ----      ----      ----      ----      ----      ----
     Recurring Revenue                                                 $***      $***      $***      $***      $***      $***

Sum Revenue ERP - Venture Clients                                      $***      $***      $***      $***      $***      $***

KPMG Revenue                                   Base  $***              $***      $***      $***      $***      $***      $***

Total ERP Revenue                                                      $***      $***      $***      $***      $***      $***


-------------------------------------------------------------
Average number of users per client                                      ***       ***       ***       ***       ***       ***
                                                 qtrly growth                               ***%      ***%      ***%      ***%
NEW clients in period                                 ***%              ***       ***       ***       ***       ***       ***
NEW Users                                                               ***       ***       ***       ***       ***       ***

     Cum Clients before churn                                           ***       ***       ***       ***       ***       ***
Churn (% of client base)                                                                    ***%      ***%      ***%      ***%
-------------------------------------------------------------          ----      ----      ----      ----      ----      ----
Loss of Clients                                                         ***       ***       ***       ***       ***       ***

CUM Clients                                                             ***       ***       ***       ***       ***       ***
CUM Users                                                               ***       ***       ***       ***       ***       ***

Impl and enhance Rev/Client                    efficiency
     Man MONTHS per Client                            ***%              ***       ***       ***       ***       ***       ***
     % that is Up-Front                                                 ***%      ***%      ***%      ***%      ***%      ***%
     Rate per man month                                                $***      $***      $***      $***      $***      $***
     Installs                                                           ***       ***       ***       ***       ***       ***
     --------------------------------------------------------          ----      ----      ----      ----      ----      ----
     Up-Front Labor Cost                                               $***      $***      $***      $***      $***      $***
     Spread Remainder over (years)                    ***
          1999 Installs                                                $***      $***      $***      $***      $***      $***
          2000 Installs                                                          $***      $***      $***      $***      $***
          2001 Installs                                                                    $***      $***      $***      $***
          2002 Installs                                                                              $***      $***      $***
          2003 Installs                                                                                        $***      $***
          2004 installs                                                                                                  $***
     --------------------------------------------------------          ----      ----      ----      ----      ----      ----
     Direct Labor Cost of Install                                      $***      $***      $***      $***      $***      $***

     Margin on Implementation                                           ***%      ***%      ***%      ***%      ***%      ***%
     --------------------------------------------------------          ----      ----      ----      ----      ----      ----
     Revenue on Implementation                                         $***      $***      $***      $***      $***      $***

Recurring Revenue per User Mont                       ***%                                 $***      $***      $***      $***
     Months in period                                                                       ***       ***       ***       ***
     Users                                                                                  ***       ***       ***       ***
     --------------------------------------------------------          ----      ----      ----      ----      ----      ----
     Recurring Revenue                                                 $***      $***      $***      $***      $***      $***

Sum Revenue ERP - Venture Clients                                      $***      $***      $***      $***      $***      $***

KPMG Revenue                                   Base  $***                        $***      $***      $***      $***      $***

Total ERP Revenue                                                      $***      $***      $***      $***      $***      $***
</TABLE>




                                      25                            Confidential
<PAGE>   122
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Total Revenue
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                         <C>     <C>       <C>       <C>       <C>        <C>       <C>
Total Revenue
     CRM NRC                                        $***      $***      $***      $***       $***      $***
     CRM RC                                         $***      $***      $***      $***       $***      $***
     -------------------------------------          ----      ----      ----      ----       ----      ----
     Sum CRM                                        $***      $***      $***      $***       $***      $***

     ERP NRC                                        $***      $***      $***      $***       $***      $***
     ERP RC                                         $***      $***      $***      $***       $***      $***
     KPMG Revenue                                   $***      $***      $***      $***       $***      $***
     -------------------------------------          ----      ----      ----      ----       ----      ----
     Sum ERP                                        $***      $***      $***      $***       $***      $***

     NRC Sum                                        $***      $***      $***      $***       $***      $***
     RC Sum                                         $***      $***      $***      $***       $***      $***
     KPMG Revenue                                   $***      $***      $***      $***       $***      $***
     -------------------------------------          ----      ----      ----      ----       ----      ----
     Total Revenue                                  $***      $***      $***      $***       $***      $***

     NRC % of total                                  ***%      ***%      ***%      ***%       ***%      ***%
     RC % of total                                   ***%      ***%      ***%      ***%       ***%      ***%
     KPMG Revenue                                    ***%      ***%      ***%      ***%       ***%      ***%
     -------------------------------------          ----      ----      ----      ----       ----      ----
     Total Revenue                                  $***      $***      $***      $***       $***      $***

Expenses Driven by this Revenue Sheet
     CRM Implementation & Enhancement                $***     $***      $***      $***       $***      $***
     ERP Implementation & Enhancement                $***     $***      $***      $***       $***      $***
     -------------------------------------           ----     ----      ----      ----       ----      ----
     Sum                                             $***     $***      $***      $***       $***      $***

Clients - Cumulative
     CRM                                              ***      ***       ***       ***        ***       ***
     ERP                                              ***      ***       ***       ***        ***       ***
     KPMG                                             ***      ***       ***       ***        ***       ***
     -------------------------------------           ----     ----      ----      ----       ----      ----
     Sum                                              ***      ***       ***       ***        ***       ***

Users - Cumulative
     CRM                                              ***      ***       ***       ***        ***       ***
     ERP                                              ***      ***       ***       ***        ***       ***
     KPMG                                   ***       ***      ***       ***       ***        ***       ***
     -------------------------------------  ---      ----     ----      ----      ----       ----      ----
     Sum                                              ***      ***       ***       ***        ***       ***

<CAPTION>
<S>                                         <C>     <C>       <C>       <C>       <C>        <C>       <C>
Total Revenue
     CRM NRC                                        $***      $***      $***      $***       $***      $***
     CRM RC                                         $***      $***      $***      $***       $***      $***
     -------------------------------------          ----      ----      ----      ----       ----      ----
     Sum CRM                                        $***      $***      $***      $***       $***      $***

     ERP NRC                                        $***      $***      $***      $***       $***      $***
     ERP RC                                         $***      $***      $***      $***       $***      $***
     KPMG Revenue                                   $***      $***      $***      $***       $***      $***
     -------------------------------------          ----      ----      ----      ----       ----      ----
     Sum ERP                                        $***      $***      $***      $***       $***      $***

     NRC Sum                                        $***      $***      $***      $***       $***      $***
     RC Sum                                         $***      $***      $***      $***       $***      $***
     KPMG Revenue                                   $***      $***      $***      $***       $***      $***
     -------------------------------------          ----      ----      ----      ----       ----      ----
     Total Revenue                                  $***      $***      $***      $***       $***      $***

     NRC % of total                                  ***%      ***%      ***%      ***%       ***%      ***%
     RC % of total                                   ***%      ***%      ***%      ***%       ***%      ***%
     KPMG Revenue                                    ***%      ***%      ***%      ***%       ***%      ***%
     -------------------------------------          ----      ----      ----      ----       ----      ----
     Total Revenue

Expenses Driven by this Revenue Sheet
     CRM Implementation & Enhancement                $***     $***      $***      $***       $***      $***
     ERP Implementation & Enhancement                $***     $***      $***      $***       $***      $***
     -------------------------------------           ----     ----      ----      ----       ----      ----
     Sum                                             $***     $***      $***      $***       $***      $***

Clients - Cumulative
     CRM                                              ***      ***       ***       ***        ***       ***
     ERP                                              ***      ***       ***       ***        ***       ***
     KPMG                                             ***      ***       ***       ***        ***       ***
     -------------------------------------           ----     ----      ----      ----       ----      ----
     Sum                                              ***      ***       ***       ***        ***       ***

Users - Cumulative
     CRM                                              ***      ***       ***       ***        ***       ***
     ERP                                              ***      ***       ***       ***        ***       ***
     KPMG                                   ***       ***      ***       ***       ***        ***       ***
     -------------------------------------  ---      ----     ----      ----      ----       ----      ----
     Sum                                              ***      ***       ***       ***        ***       ***

</TABLE>



                                             26                     Confidential
<PAGE>   123
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Expenses
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
Expense
  ($s in thousands)
                                          Q3-99   Q4-99   Q1-00   Q2-00   Q3-00   Q4-00   1999   2000   2001   2002   2003   2004
<S>                                       <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>    <C>    <C>    <C>    <C>
Implementation & Enhancements
  (from revenue sheet)
  CRM Implementation & Enhancement        $***    $***    $***    $***    $***    $***    $***   $***   $***   $***   $***   $***
  ERP Implementation & Enhancement        $***    $***    $***    $***    $***    $***    $***   $***   $***   $***   $***   $***
  -------------------------------------   ----    ----    ----    ----    ----    ----    ----   ----   ----   ----   ----   ----
  Sum                                     $***    $***    $***    $***    $***    $***    $***   $***   $***   $***   $***   $***

  Months in Period                         ***     ***     ***     ***     ***     ***     ***    ***    ***    ***    ***    ***
  -------------------------------------   ----    ----    ----    ----    ----    ----    ----   ----   ----   ----   ----   ----
  Implementation Annual FTEs               ***     ***     ***     ***     ***     ***     ***    ***    ***    ***    ***    ***


Post-Implementation Support
CRM
  Support head per one(1) user
    Tech Support Efficiency Factor                 ***%    ***%    ***%    ***%    ***%                  ***%   ***%   ***%   ***%
    Tech Support                           ***     ***     ***     ***     ***     ***     ***     ***   ***    ***    ***    ***
    Functional Support Efficiency Factor           ***%    ***%    ***%    ***%    ***%                  ***%   ***%   ***%   ***%
    Functional Support                     ***     ***     ***     ***     ***     ***     ***     ***   ***    ***    ***    ***

  CRM Users - Cum                          ***     ***     ***     ***     ***     ***     ***     ***   ***    ***    ***    ***
  -------------------------------------   ----    ----    ----    ----    ----    ----    ----   ----   ----   ----   ----   ----
    Tech Support Heads                     ***     ***     ***     ***     ***     ***     ***     ***   ***    ***    ***    ***
    Functional Support Heads               ***     ***     ***     ***     ***     ***     ***     ***   ***    ***    ***    ***

  CRM Support Expenses
    Tech Support Heads                    $***    $***    $***    $***    $***    $***    $***   $***   $***   $***   $***   $***
    Functional Support Heads              $***    $***    $***    $***    $***    $***    $***   $***   $***   $***   $***   $***
    -----------------------------------   ----    ----    ----    ----    ----    ----    ----   ----   ----   ----   ----   ----
    Sum                                   $***    $***    $***    $***    $***    $***    $***   $***   $***   $***   $***   $***


ERP
  Support head per one(1) user
    Tech Support Efficiency Factor                 ***%    ***%    ***%    ***%    ***%                  ***%   ***%   ***%   ***%
    Tech Support                           ***     ***     ***     ***     ***     ***     ***     ***   ***    ***    ***    ***
    Functional Support Efficiency Factor           ***%    ***%    ***%    ***%    ***%                  ***%   ***%   ***%   ***%
    Functional Support                     ***     ***     ***     ***     ***     ***     ***     ***   ***    ***    ***    ***

  ERP Users                                ***     ***     ***     ***     ***     ***     ***     ***   ***    ***    ***    ***
  -------------------------------------   ----    ----    ----    ----    ----    ----    ----   ----   ----   ----   ----   ----
    Tech Support Heads                     ***     ***     ***     ***     ***     ***     ***     ***   ***    ***    ***    ***
    Functional Support Heads               ***     ***     ***     ***     ***     ***     ***     ***   ***    ***    ***    ***

  ERP Support Expenses
    Tech Support Heads                    $***    $***    $***    $***    $***    $***    $***   $***   $***   $***   $***   $***
    Functional Support Heads              $***    $***    $***    $***    $***    $***    $***   $***   $***   $***   $***   $***
    -----------------------------------   ----    ----    ----    ----    ----    ----    ----   ----   ----   ----   ----   ----
    Sum                                   $***    $***    $***    $***    $***    $***    $***   $***   $***   $***   $***   $***

</TABLE>




                                      27                            Confidential
<PAGE>   124
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Expenses: Infrastructure Costs
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                              <C>       <C>       <C>        <C>       <C>       <C>
     ERP
     CUM Clients - ERP                                             ***      ***       ***        ***      ***       ***
     Cum Users - ERP                                               ***      ***       ***        ***      ***       ***
     Boxes per Client
          Unix                                                     ***      ***       ***        ***      ***       ***
          Oracle                                                   ***      ***       ***        ***      ***       ***
     ---------------------------------------------------------    ----     ----      ----       ----     ----      ----
     Unix Boxes                                                    ***      ***       ***        ***      ***       ***
     Oracle boxes                                                  ***      ***       ***        ***      ***       ***
     ---------------------------------------------------------    ----     ----      ----       ----     ----      ----
     Unix
          Capital Expense - See Capital Section
     Oracle Database
          NRC Charge to be capitalized - See Captial Section
          Charge for Oracle per user per month                    $***     $***      $***       $***     $***      $***

     Oracle Expenses
          User Based Expense                                      $***     $***      $***       $***     $***      $***
--------------------------------------------------------------    ----     ----      ----       ----     ----      ----
Total O/S Expense (No Capex)                                      $***     $***      $***       $***     $***      $***
--------------------------------------------------------------    ----     ----      ----       ----     ----      ----

Infrastructure Costs
     Months per period                                             ***      ***       ***        ***      ***       ***

     Hardware & Hardware Maintenace
          CRM Users                                                ***      ***       ***        ***      ***       ***
          Price per User per month for Hardware                   $***     $***      $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Cost to JV                                              $***     $***      $***       $***     $***      $***

          ERP Users                                                ***      ***       ***        ***      ***       ***
          Price per User per month for Hardware                   $***     $***      $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Cost to JV                                              $***     $***      $***       $***     $***      $***


     Collocation
          CRM Users                                                ***      ***       ***        ***      ***       ***
          Price per User per month for Collocation                $***     $***      $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Cost to JV                                              $***     $***      $***       $***     $***      $***

          ERP Clients                                              ***      ***       ***        ***      ***       ***
          Price per User per month for Collocation                $***     $***      $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Cost to JV                                              $***     $***      $***       $***     $***      $***

     IP Transport
          CRM Clients                                              ***      ***       ***        ***      ***       ***
          Price per T-1 (Assume 1 T-1 per Client) per month       $***     $***      $***       $***     $***      $***
          Price per T-1 Local Loop per month                      $***     $***      $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Price per Client per month                              $***     $***      $***       $***     $***      $***

          Cost to JV                                              $***     $***      $***       $***     $***      $***

          ERP Clients                                              ***      ***       ***        ***      ***       ***
          Price per T-1 (Assume 1 T-1 per Client) per month       $***     $***      $***       $***     $***      $***
          Price per T-1 Local Loop per month                      $***     $***      $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Price per Client per month                              $***     $***      $***       $***     $***      $***

          Cost to JV                                              $***     $***      $***       $***     $***      $***

     ---------------------------------------------------------    ----     ----      ----       ----     ----      ----
     Sum Infrastructure Costs                                     $***     $***      $***       $***     $***      $***
     ---------------------------------------------------------    ----     ----      ----       ----     ----      ----





     ERP
     CUM Clients - ERP                                             ***      ***       ***        ***      ***       ***
     Cum Users - ERP                                               ***      ***       ***        ***      ***       ***
     Boxes per Client
          Unix                                                     ***      ***       ***        ***      ***       ***
          Oracle                                                   ***      ***       ***        ***      ***       ***
     ---------------------------------------------------------    ----     ----      ----       ----     ----      ----
     Unix Boxes                                                                       ***        ***      ***       ***
     Oracle boxes                                                                     ***        ***      ***       ***
     ---------------------------------------------------------    ----     ----      ----       ----     ----      ----
     Unix
          Capital Expense - See Capital Section
     Oracle Database
          NRC Charge to be capitalized - See Captial Section
          Charge for Oracle per user per month                    $***     $***      $***       $***     $***      $***

     Oracle Expenses
          User Based Expense                                      $***     $***      $***       $***     $***      $***
--------------------------------------------------------------    ----     ----      ----       ----     ----      ----
Total O/S Expense (No Capex)                                      $***     $***      $***       $***     $***      $***
--------------------------------------------------------------    ----     ----      ----       ----     ----      ----

Infrastructure Costs
     Months per period                                             ***      ***       ***        ***      ***       ***

     Hardware & Hardware Maintenace
          CRM Users                                                                   ***        ***      ***       ***
          Price per User per month for Hardware                                      $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Cost to JV                                                                 $***       $***     $***      $***

          ERP Users                                                                   ***        ***      ***       ***
          Price per User per month for Hardware                                      $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Cost to JV                                                                 $***       $***     $***      $***


     Collocation
          CRM Users                                                                   ***        ***      ***       ***
          Price per User per month for Collocation                                   $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Cost to JV                                                                 $***       $***     $***      $***

          ERP Clients                                                                 ***        ***      ***       ***
          Price per User per month for Collocation                                   $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Cost to JV                                                                 $***       $***     $***      $***

     IP Transport
          CRM Clients                                                                 ***        ***      ***       ***
          Price per T-1 (Assume 1 T-1 per Client) per month                          $***       $***     $***      $***
          Price per T-1 Local Loop per month                                         $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Price per Client per month                                                 $***       $***     $***      $***

          Cost to JV                                                                 $***       $***     $***      $***

          ERP Clients                                                                 ***        ***      ***       ***
          Price per T-1 (Assume 1 T-1 per Client) per month                          $***       $***     $***      $***
          Price per T-1 Local Loop per month                                         $***       $***     $***      $***
          ----------------------------------------------------    ----     ----      ----       ----     ----      ----
          Price per Client per month                                                 $***       $***     $***      $***

          Cost to JV                                                                 $***       $***     $***      $***

     ---------------------------------------------------------    ----     ----      ----       ----     ----      ----
     Sum Infrastructure Costs                                     $***     $***      $***       $***     $***      $***
     ---------------------------------------------------------    ----     ----      ----       ----     ----      ----
----      ----
</TABLE>



                                        28                          Confidential
<PAGE>   125
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Expenses: ISV License, Qwest Base Charges
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                                    <C>       <C>       <C>       <C>       <C>       <C>
ISV License Costs
          Months in period                               ***       ***       ***       ***       ***       ***
     CRM
          Users                                          ***       ***       ***       ***       ***       ***

          Cost per user Month                           $***      $***      $***      $***      $***      $***
          ----------------------------------------      ----      ----      ----      ----      ----      ----
          CRM ISV License Cost                          $***      $***      $***      $***      $***      $***

     ERP
          Users                                          ***       ***       ***       ***       ***       ***
          Cost per user Month                           $***      $***      $***      $***      $***      $***
          ----------------------------------------      ----      ----      ----      ----      ----      ----
          ERP ISV License Cost                          $***      $***      $***      $***      $***      $***


Qwest Based Charges
     CRM O/S                                            $***      $***      $***      $***      $***      $***
     ERP O/S                                            $***      $***      $***      $***      $***      $***
     CRM Hardware & Maintenance                         $***      $***      $***      $***      $***      $***
     ERP Hardware & Maintenance                         $***      $***      $***      $***      $***      $***
     CRM Collocation                                    $***      $***      $***      $***      $***      $***
     ERP Collocation                                    $***      $***      $***      $***      $***      $***
     CRM IP Transport (incl Loop)                       $***      $***      $***      $***      $***      $***
     ERP IP Transport (incl Loop)                       $***      $***      $***      $***      $***      $***
     CRM ISV License                                    $***      $***      $***      $***      $***      $***
     ERP ISV License                                    $***      $***      $***      $***      $***      $***
     ---------------------------------------------      ----      ----      ----      ----      ----      ----
     Total Qwest Based Charges                          $***      $***      $***      $***      $***      $***
     ---------------------------------------------      ----      ----      ----      ----      ----      ----
                                             check      $***      $***      $***      $***      $***      $***
Overhead/ G&A
     Revenue                                            $***      $***      $***      $***      $***      $***
     G&A % of Revenue (no Caper/Depr)                    ***%      ***%      ***%      ***%      ***%      ***%
     ---------------------------------------------      ----      ----      ----      ----      ----      ----
     G&A                                                $***      $***      $***      $***      $***      $***

Sales and Marketing
     Revenue                                            $***      $***      $***      $***      $***      $***
     Marketing Blitz                                    $***      $***      $***
     S&M % of Revenue                         ***%       ***%      ***%      ***%      ***%      ***%      ***%
          ----------------------------------------      ----      ----      ----      ----      ----      ----
          S&M Revenue Driven                            $***      $***      $***      $***      $***      $***

     ---------------------------------------------      ----      ----      ----      ----      ----      ----
     Total S&M                                          $***      $***      $***      $***      $***      $***
     ---------------------------------------------      ----      ----      ----      ----      ----      ----

Add: Capex above the G&A assumptions, capex software licenses, associated depreciation.




Implementation COGS                                     $***      $***      $***      $***      $***      $***
Support COGS                                            $***      $***      $***      $***      $***      $***
CyberCenter COGS                                        $***      $***      $***      $***      $***      $***
IP Transport COGS                                       $***      $***      $***      $***      $***      $***
Operating Systems                                       $***      $***      $***      $***      $***      $***
ISV License                                             $***      $***      $***      $***      $***      $***
Sales & Marketing                                       $***      $***      $***      $***      $***      $***
General & Administrative                                $***      $***      $***      $***      $***      $***
--------------------------------------------------      ----      ----      ----      ----      ----      ----
Total                                                   $***      $***      $***      $***      $***      $***


ISV License Costs
          Months in period                                                   ***       ***       ***       ***
     CRM
          Users                                                              ***       ***       ***       ***

          Cost per user Month                                               $***      $***      $***      $***
          ----------------------------------------      ----      ----      ----      ----      ----      ----
          CRM ISV License Cost                          $***      $***      $***      $***      $***      $***

     ERP
          Users                                                              ***       ***       ***       ***
          Cost per user Month                                               $***      $***      $***      $***
          ----------------------------------------      ----      ----      ----      ----      ----      ----
          ERP ISV License Cost                          $***      $***      $***      $***      $***      $***


Qwest Based Charges
     CRM O/S                                            $***      $***      $***      $***      $***      $***
     ERP O/S                                            $***      $***      $***      $***      $***      $***
     CRM Hardware & Maintenance                         $***      $***      $***      $***      $***      $***
     ERP Hardware & Maintenance                         $***      $***      $***      $***      $***      $***
     CRM Collocation                                    $***      $***      $***      $***      $***      $***
     ERP Collocation                                    $***      $***      $***      $***      $***      $***
     CRM IP Transport (incl Loop)                       $***      $***      $***      $***      $***      $***
     ERP IP Transport (incl Loop)                       $***      $***      $***      $***      $***      $***
     CRM ISV License                                    $***      $***      $***      $***      $***      $***
     ERP ISV License                                    $***      $***      $***      $***      $***      $***
     ---------------------------------------------      ----      ----      ----      ----      ----      ----
     Total Qwest Based Charges                          $***      $***      $***      $***      $***      $***
     ---------------------------------------------      ----      ----      ----      ----      ----      ----
                                             check      $***      $***      $***      $***      $***      $***
Overhead/ G&A
     Revenue                                            $***      $***      $***      $***      $***      $***
     G&A % of Revenue (no Caper/Depr)                                        ***%      ***%      ***%      ***%
     ---------------------------------------------      ----      ----      ----      ----      ----      ----
     G&A                                                $***      $***      $***      $***      $***      $***

Sales and Marketing
     Revenue                                            $***      $***      $***      $***      $***      $***
     Marketing Blitz
     S&M % of Revenue
          ----------------------------------------      ----      ----      ----      ----      ----      ----
          S&M Revenue Driven                            $***      $***      $***      $***      $***      $***

     ---------------------------------------------      ----      ----      ----      ----      ----      ----
     Total S&M                                          $***      $***      $***      $***      $***      $***
     ---------------------------------------------      ----      ----      ----      ----      ----      ----

Add: Capex above the G&A assumptions, capex software licenses, associated depreciation.




Implementation COGS                                     $***      $***      $***      $***      $***      $***
Support COGS                                            $***      $***      $***      $***      $***      $***
CyberCenter COGS                                        $***      $***      $***      $***      $***      $***
IP Transport COGS                                       $***      $***      $***      $***      $***      $***
Operating Systems                                       $***      $***      $***      $***      $***      $***
ISV License                                             $***      $***      $***      $***      $***      $***
Sales & Marketing                                       $***      $***      $***      $***      $***      $***
General & Administrative                                $***      $***      $***      $***      $***      $***
--------------------------------------------------      ----      ----      ----      ----      ----      ----
Total                                                   $***      $***      $***      $***      $***      $***
</TABLE>



                                             29                    Confidential
<PAGE>   126
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



Project Opal Business Plan Sections
--------------------------------------------------------------------------

I.       Introduction to ASP Market

II.      Market Assessment

III.     Services

IV.      Pro Forma Financials

V.       Staffing, Contracts, and Pipeline



                             30                                     Confidential
<PAGE>   127
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


     Pipeline: AM/ASP Contracts and Pipeline*
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

     APPLICATIONS MANAGEMENT / ASP PROSPECTS SUMMARY

                                   SAP                     ORACLE               PeopleSoft
Sales Cycle                               Est                     Est                        Est         * * *       * * *
  Status                      #         Ann Rev*        #       Ann Rev*     #             Ann Rev*
<S>                           <C>       <C>             <C>     <C>          <C>           <C>


Under Contract                ***         ***          ***        ***       ***              ***         _____       _____

Verbal Award                  ***         ***          ***        ***       ***              ***         _____       _____

Proposal Submitted            ***         ***          ***        ***       ***              ***          * *        _____

Qualified with Budget         ***         ***          ***        ***       ***              ***          * *         * *
</TABLE>

     *Note: Numbers do not include Qwest contracts and pipeline



                                 31                  Confidential

<PAGE>   128
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


AM/ASP Staffing
--------------------------------------------------------------------------------
- KPMG and Softline

     - Our AM Staff averages 13.5 years of IT experience and 4 years of ERP
       experience

     - Staffing summary, as of June 1, 1999:

<TABLE>
<CAPTION>

                      On-Board plus Offers
AM Staff                   Accepted
----------------------------------------------
<S>                   <C>
Core Team                    ***
----------------------------------------------
SAP                          ***
----------------------------------------------
People Soft                  ***
----------------------------------------------
Oracle                       ***
----------------------------------------------
TOTALS                       ***
----------------------------------------------
</TABLE>


                                      32                            Confidential
<PAGE>   129
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


Software Relationships
--------------------------------------------------------------------------------
     - KPMG/Softline and Qwest are in the process of establishing outsourcing
       agreements with ISVs.  Following is status to date:

<TABLE>
<CAPTION>
       VENDOR                                     STATUS
       ------                                     ------
 <S>                                              <C>

SAP                                               LOI with Qwest

                                                  Draft with KPMG/Softline

PeopleSoft                                        Signed contract with KPMG

Oracle                                            BOL hosting agreement with Qwest

Seibel                                            LOI with Qwest

Pivotal                                           LOI with KPMG

Retek                                             Draft agreement with KPMG

I2                                                Draft agreement with KPMG
</TABLE>


                                      33                            Confidential
<PAGE>   130
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



                                    EXHIBIT G
                                    ---------

                                INITIAL MANAGERS



Class A Managers: (1) Joseph P. Nacchio
----------------
                           (2) Lewis Wilks
                           (3) Marc B. Weisberg

Class B Managers: (1) Rod McGeary
----------------
                           (2) Bradley J. Schwartz
                           (3) Philip Garland

Chief Executive Officer:  John Charters
-----------------------


                                  Exhibit G-1

<PAGE>   131

                                                                       EXHIBIT H


CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.



                          TRADEMARK LICENSE AGREEMENT


         This TRADEMARK LICENSE AGREEMENT (this "Agreement") is entered into as
of June 3, 1999, by and between Quest Communications International Inc., a
Delaware corporation ("Licensor"), and Qwest Cyber.Solutions LLC, a Delaware
limited liability company ("Licensee").

                                    RECITALS

         WHEREAS, Licensor owns the marks identified on Exhibit A (the "Name")
and trade names, service marks, logos, trade dress, designs and other
identifying marks embodying the Name, including all other marks and all uses
consented to by West pursuant to Section 1(b) (collectively, the "Marks");

         WHEREAS, Licensee desires a royalty-free, non-exclusive license to use
the Marks in connection with its corporate name and for use in all aspects of
the Licensee's business, including, without limitation, in connection with the
following trade materials: trade presentations, business cards, invoices,
stationery and  other similar printed matter (collectively, the "Trade
Materials"); and

         WHEREAS, Licensor desires to grant Licensee a license to use the Marks
subject to the conditions and terms in this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and the
undertakings hereinafter set forth, Licensor and Licensee do hereby respectively
grant, covenant, and agree as follows:

     1.   Grant of License.

          (a) Licensor hereby grants to Licensee, on the terms and conditions
hereinafter set forth (including, but not limited to the terms of Section 6
below), royalty-free non-exclusive license (the "License") to use the Marks
during the Term (as defined below) in connection with Licensee's corporate name
and Trade Materials within the Business (as defined in the Limited Liability
Company Agreement of Qwest Cyber.Solutions LLC, effective as of June 3, 1999,
by and among Licensor, KPMG LLP, and Softline Consultants & Integrators, Inc.)
(the "Licensed Use"). From time to time the Licensed Used may be expanded to
include additional uses requested by Licensee and approved in writing by
Licensor in the exercise of its sole discretion on a case by case basis.
Licensee acknowledges and agrees that Licensor is under no obligation to
approve any such additional uses of the Marks and that it will not use the
Marks in any way except as provided herein.  All rights not expressly granted
to Licensee hereunder are reserved by Licensor. Without limiting the generality
of the foregoing, Licensee acknowledges and agree that Licensor may continue to
use and grant licenses to others of the rights to use the word "WEST" and any
trade names, service marks, logos, trade dress, designs and other
<PAGE>   132
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


identifying marks embodying the word "WEST" in connection with any and all
activities, including the Licensed Use, without violating the terms of this
Agreement.

          (b)  Licensee acknowledges that Licensor is the owner of all right,
title and interest in and to the Marks in any form or embodiment thereof and is
also the sole owner of the goodwill attached and that becomes attached to the
Marks, including but not limited to the goodwill associated with the Marks
created through the use of the marks by Licensee. Licensee acknowledges and
agrees that it has not acquired any property rights in or to the Marks, will not
acquire any property rights in or to the Marks other than the License
specifically granted herein, and will not use the Marks or any copyright,
trademark, service mark, trade name, logo, slogan, trade dress, design or
proprietary item similar to any of the Marks at any time during or after the
Term except pursuant to this Agreement and any amendment or supplement hereto
executed by Licensor, including but not limited to (i) permutations of any of
the Marks; (ii) secondary or combination marks including or derived from any of
the Marks; or (iii) new copyrights, trademarks, service marks, trade names,
logos, slogans, trade dress, or designs derived from any of the Marks. Licensee
will never challenge, or assist any person or entity in challenging, Licensor's
and its affiliates' ownership of or the validity of the Marks or any application
for registration thereof, or any copyright or trademark registrations thereof,
or any rights of Licensor, or any of its affiliates or their respective
licensees, therein. Licensee will not, at any time, do, or cause or permit to be
done, any act or thing which will in any way jeopardize, dilute or adversely
affect any rights of Licensor in and to the Marks or any registrations thereof
or which, directly or indirectly, will reduce the value of the Marks.

          (c)  Licensee acknowledges that the Marks have acquired valuable
secondary meaning and goodwill with the public, and that products bearing the
Marks and services provided under the Marks have acquired a reputation of
highest quality. Accordingly, Licensee undertakes and agrees not to use the
Marks in any manner whatsoever which, directly or indirectly, would derogate or
detract from its repute or which would demean, ridicule or reflect adversely
upon the Marks or Licensor. Licensee recognizes that the undertaking on its part
set forth in this paragraph represents a major inducement and consideration for
Licensor to enter into this Agreement.

          (d)  Licensee acknowledges that the License is being granted on a
quitclaim basis and that Licensor makes no representations and warranties in
this Agreement of any kind (including, without limitation, as to Licensor's
rights in and to the Marks).

          (e)  Licensee will not in any way seek to avoid Licensee's duties or
obligations under this Agreement because of the assertion by any person or
entity that any or all of the Marks are invalid by reason of any contest
concerning the rights of or claimed by Licensor.

     2.   QUALITY CONTROL.

          (a)  Licensee agrees that its use of the Marks in connection with the
Licensed Use will meet or exceed quality standards reasonably acceptable to
Licensor. To ensure that the quality standards hereunder are satisfied, Licensee
will submit all proposed uses of the Marks to Licensor for Licensor's approval,
which approval must be made by an employee of Licensor



                                       2
<PAGE>   133
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


who holds a position at or above the level of Senior Manager, and will be
granted in Licensor's sole and absolute discretion.

          (b)  Licensor and its authorized representatives have the right, at
Licensor's cost and expense and upon reasonable prior notice thereof, to inspect
the Trade Materials and any products or services related thereto, as may be
reasonably necessary in order to confirm that the quality standards are being
observed and that Licensee is using the Marks only for the Licensed Use.

          (c)  Licensee will faithfully and accurately reproduce the Marks. No
partial version of the Marks, or any fragments thereof, nor any modified or
derivative version of the Marks, may be used at any time for any purpose without
the express written consent of Licensor in each instance. Licensor acknowledges
and agrees that any materials supplied by Licensor to Licensee for Licensed Use
are deemed to meet the quality control requirements hereunder.

          (d)  Licensee will, at its own expense, apply trademark notices or
other markings as may be necessary or appropriate or as Licensor may request in
connection with each and every use of the Marks under the laws or regulations of
each country where the Marks are used.

          (e)  Licensee will be solely responsible for and will comply with all
laws, rules and regulations, if any, of governments and agencies and political
subdivisions thereof in connection with the Licensed Use.

     3.   TERM OF LICENSE. The term (the "Term") of the License will commence on
the date of this Agreement and will continue for perpetuity or until sooner
terminated pursuant to the provisions hereof.

     4.   REGISTRATION AND PROTECTION OF THE MARKS.

          (a)  Licensee will take all actions reasonably necessary to protect
all rights in and to the Marks for the Licensed Use. Licensor will have the
right to seek trademark or other intellectual property protection for the Marks,
and any and all expenses incurred in connection with the foregoing will be borne
by Licensee. Licensee, at Licensee's expense, will provide all assistance and
perform all services reasonably requested by Licensor, and will cooperate with
the Licensor, in connection with the foregoing. Sales by Licensee will be deemed
to have been made by Licensor for purposes of trademark registration and all
uses of the Marks by Licensee hereunder will inure to the benefit of Licensor.

          (b)  If Licensee learns of any infringement or imitation of the Marks
or of any use by any person of a copyright, trademark, service mark, trade name,
trade dress or proprietary item similar to the Marks, it will promptly notify
Licensor thereof. In such event, Licensor will have the sole right to determine
whether or not any action will be taken on account of such infringements or
imitations. Licensee agrees to assist Licensor to the extent necessary in the
procurement of any protection or to protect any of Licensor's rights to the
Marks, and Licensor if it so desires may commence or prosecute any claims or
suits in its own name or in the name of Licensee or join Licensee as a party
thereto at the sole expense of Licensor. Licensee will not institute any suit or
take any action on account of any such infringements or imitations without




                                       3
<PAGE>   134
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


first obtaining the written consent of Licensor to do so. Licensor hereby agrees
that where such consent is given, Licensee will be entitled to take action for
infringement. All costs and expenses, including legal fees, incurred in
connection with any such suits which are so instituted by Licensee with the
consent of Licensor will be borne solely by Licensee. As to suits instituted by
Licensee with the consent of Licensor, Licensee will undertake and control the
prosecution of such suits using counsel approved by Licensor, and such counsel
will consult fully with Licensor concerning the strategy and tactics thereof.
Licensor will have the right to participate and represent its interests through
other counsel of its own choosing. If Licensor elects to participate through
other counsel of its own choosing, Licensor will pay the costs of such other
counsel. Licensee will not have any rights against Licensor for damages or any
other remedy by reason of any action filed by Licensor, any determination of
Licensor not to act or any settlement to which Licensor may agree with respect
to any alleged infringements or imitations by others of the Marks, nor will any
such action or determination of Licensor or such settlement by Licensor affect
the validity or enforceability of this Agreement. If Licensor and Licensee
desire to agree to joint participation in any litigation or other proceeding
with respect to the Marks, the respective responsibilities of the parties, and
their contributions to the cost and participation in any recoveries, will be
agreed upon in writing prior to undertaking such action.

          (c)  Licensor will at all times have the right, in its sole
discretion, provided it reasonably considers the rights of Licensee under this
Agreement in connection with the exercise of such discretion, to take whatever
steps it deems necessary or desirable to protect the Marks from harmful or
wrongful activities of third parties involving the Licensed Use or otherwise
and, subject to the provisions of subsection 4(b) above, will have the right to
control any litigation or other proceeding undertaken by it for any such
purpose.

     5.   INDEMNIFICATION.

          (a)  Licensor does hereby indemnify and agrees to save and hold
Licensee, its affiliates, successors, licensees and assigns, and the officers,
directors, agents and employees of each of them (the "LICENSEE INDEMNITEES"),
harmless of and from any and all liability, claims, causes of action, suits,
losses, settlements, damages, fines, penalties and expenses (including, but not
limited to, reasonable attorneys' fees and expenses) for which they or any of
them may become liable or may incur or be compelled to pay in any action or
claim against them or any of them, by reason of or in connection with any
material breach or alleged material breach by Licensor of this Agreement or any
of Licensor's representations, warranties or agreements hereunder. The Licensee
Indemnitees will give Licensor prompt written notice of any such action or
claim, and Licensor will take such action as is reasonably advisable to defend
such action or claim on behalf of the Licensee Indemnitees. The Licensee
Indemnitees and Licensor will keep each other fully advised of all developments
and will cooperate fully with each other in all respects in connection with any
such defense as is made.

          (b)  Licensee does hereby indemnify and agrees to save and hold
Licensor, its affiliates, successors, licensees and assigns, and the officers,
directors, agents and employees of each of them (the "LICENSOR INDEMNITEES"),
harmless of and from any and all liability, claims, causes of action, suits,
losses, settlements, damages, fines, penalties and expenses (including, but not
limited to, reasonable attorneys' fees and expenses) for which they or any of
them may become liable or may incur or be compelled to pay in any action or
claim against them or any of




                                       4

<PAGE>   135
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


them, by reason of or in connection with (a) any breach or alleged breach by
Licensee of this Agreement or any of Licensee's representations, warranties or
agreements hereunder or (b) the Licensed Use. The Licensor Indemnitees will give
Licensee prompt written notice of any such action or claim, and Licensee will
take such action as is reasonably advisable to defend such action or claim on
behalf of the Licensor Indemnitees. The Licensor Indemnitees and Licensee will
keep each other fully advised of all developments and will cooperate fully with
each other in all respects in connection with any such defense as is made.

     6.   TERMINATION.

          (a)  Licensor has the right to terminate the License by written notice
to Licensee at any time if:

               (i)     Licensee's term of existence (as specified in the Limited
Liability Company Agreement of Licensee, dated as of June 3, 1999, as amended
from time to time, the "LIMITED LIABILITY COMPANY AGREEMENT") expires;

               (ii)    Licensee's existence is terminated pursuant to any
applicable law or to the provisions of the Limited Liability Company Agreement;

               (iii)   Licensor, or its successors collectively own less than
20% of the membership interests of Licensee (or of the shares of voting stock of
any corporation in to which Licensee is merged or combined) on an as converted
and fully diluted basis, or

               (iv)    KPMG LLP, or its successor, purchases any portion of the
Membership Interest of Licensor, pursuant to an election made pursuant to, or
any process conducted under, Article 13 of the LLC Agreement.

          (b)  Licensor will have the right to terminate the License without
prejudice to any rights which it may have under the provisions of this
Agreement, in law, or in equity, or otherwise, upon the occurrence of any one or
more of the following events:

               (i)     Licensee materially defaults in the performance of any of
its obligations under this Agreement;

               (ii)    Licensee abandons its use of the Marks by ceasing bona
fide commercial use thereof in the ordinary course of trade for a period of one
(1) consecutive year;

               (iii)   Licensee makes any assignment for the benefit of
creditors; or Licensee states in writing its inability to pay its debts as such
debts become due; or Licensee commences a voluntary case under the United States
Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect in the United States or any foreign jurisdiction; or
the Executive Committee of Licensee (or any committee thereof) adopts any
resolution or otherwise authorizes action to approve any of the foregoing in
this subpart (iii); or


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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


               (iv)    Any order, judgment or decree is entered against Licensee
decreeing the dissolution or split up of Licensee and such order remains
undischarged or unstayed for a period in excess of thirty (30) days.

          (c)  If there is any dispute as to whether the termination of the
License was proper under this Section, the License will remain in effect until
the dispute has been finally resolved. A dispute will be finally resolved upon
mutual agreement of the parties or upon the issuance of a final written decision
of an arbitrator appointed pursuant to Section 10.

     7.   RIGHTS ON TERMINATION.

          (a)  On the expiration or termination of the License for any reason
whatsoever, all the rights of Licensee hereunder will forthwith terminate and
automatically revert to Licensor and Licensee will forthwith discontinue all use
of the Marks and will no longer have the right to use the Marks or any variation
or simulation thereof.

          (b)  Without limiting the foregoing, upon termination of the License,
the parties will perform all other acts which may be necessary or useful to
render effective the termination of the interest of Licensee in the Marks, and
Licensee will execute any assignment, conveyance, acknowledgment or other
document that Licensor requires, relinquishing or conveying to Licensor any and
all rights to or interest in the Marks that Licensee has, and any goodwill
associated therewith.

          (c)  Notwithstanding any termination in accordance with any provision
of this Agreement, Licensor has, and hereby reserves, all the rights and
remedies which it has or which are granted to it by operation of law with
respect to damages for breach of this Agreement by Licensee, to enjoin the
unlawful and unauthorized use of the Marks and otherwise.

          (d)  Upon termination of the License, Licensee will promptly destroy
all Trade Materials containing the Marks, or any portion or derivation thereof,
and will certify to Licensor that such destruction has occurred.

     8.   NOTICES. All notices, reports or documents required or permitted
hereunder must be in writing and delivered in person, by telecopy, telex or
equivalent form of written telecommunication, or sent by certified or registered
mail, return receipt requested, postage prepaid, as follows:

     To Licensor:      Qwest Communications International Inc.
                       1000 Qwest Tower
                       555 Seventeenth Street
                       Denver, Colorado 80202
                       Attention: General Counsel
                       Facsimile Number: 303-992-1724

                                  and

                       Qwest Communications Corporation
                       4650 Lakehurst Ct.


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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


                       Dublin, Ohio 43016
                       Attention: Attorney-Trademarks
                       Facsimile Number: 614-798-6498

     With Copy to:     O'Melveny & Myers LLP
                       1999 Avenue of the Stars, 7th Floor
                       Los Angeles, CA 90067-6035
                       Attention:  Steven L. Grossman, Esq.
                       Facsimile Number: 310-246-6779

     To Licensee:      Qwest Cyber. Solutions LLC
                       1000 Qwest Tower
                       555 Seventeenth Street
                       Denver, Colorado 80202
                       Attention: Chief Executive Officer

or such other party and/or address as any of such parties may designate in a
written notice served upon the other party in the manner provided for herein.
All notices required or permitted hereunder by personal delivery or facsimile
will be deemed to be properly given only if delivered in person or by facsimile
transmission on any day other than a Saturday, Sunday or legal holiday under the
Laws of the States of California, Colorado or New York or any other day on which
banking institutions located in any such state are authorized or required by law
or other governmental action to close (a "BUSINESS DAY"). A notice will be
deemed conclusively to have been effectively delivered (a) if delivered in
person, then when delivered; or (b) if delivered by facsimile transmission, then
on the day the facsimile transmission was sent successfully to the relevant
facsimile number set forth above; provided, however, that if such facsimile
transmission was sent successfully on a non-Business Day, then such delivery
will be deemed to have been made on the next succeeding Business Day.

     9.   ASSIGNMENT AND SUBLICENSES. This Agreement and all of the provisions
hereof are binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. This Agreement and the rights granted
hereunder may be assigned, sublicensed, or transferred by Licensee, but only
with the prior written consent of Licensor, which consent may be granted by
Licensor in its sole and absolute discretion. Licensor may assign or transfer
its rights and obligations under this Agreement at any time.

     10.  ARBITRATION.

          (a)  Notwithstanding anything to the contrary contained in this
Section 10, any disputes as to the validity, ownership, or control of the Marks
will be litigated in an appropriate court of law.

          (b)  Each of Licensor and Licensee acknowledges that any material
breach of this Agreement by any such party will result in irreparable harm to
the other party for which there is no adequate remedy at law. In such event,
Licensor or Licensee, as the case may be, is entitled to preliminary or
temporary equitable relief in an appropriate court of law, pending a



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INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


final determination in accordance with this Section 10, without the necessity of
posting bond unless otherwise required by applicable law.

          (c)  The parties hereto will promptly notify each other in writing of
any dispute arising out of or relating to this Agreement, and will attempt in
good faith to resolve any dispute arising out of or relating to this Agreement
promptly by negotiation between executives who have authority to settle the
controversy. All reasonable requests for information made by one party to the
other will be honored. All negotiations pursuant to this clause are confidential
and will be treated as compromise and settlement negotiations for purposes of
applicable rules of evidence.

          (d)  If any such dispute remains unresolved within 30 days of original
notice thereof, the Parties hereto will endeavor to resolve any dispute arising
out of or relating to this agreement by mediation under the CPR Mediation
Procedure for Business Disputes. Unless the Parties hereto agree otherwise, the
mediator will be selected from the CPR Panel of Neutrals with notification to
the CPR Institute for Dispute Resolution.

          (e)  Any controversy or claim arising out of or relating to this
contract or the breach, termination or validity thereof, which remains
unresolved 45 days after appointment of a mediator, will be settled by
arbitration by the majority decision of at least two members of a three-member
arbitration tribunal in accordance with the CPR Non-Administered Arbitration
Rules; provided, however, that if either party will not participate in a
non-binding procedure described above, the other may initiate binding
arbitration before expiration of the above period. Each party will choose one
arbitrator from the CPR Panels of Distinguished Neutrals, and the two
arbitrators so chosen will choose the third arbitrator. The arbitration will be
governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and
judgment upon the award rendered by the arbitrator may be entered by any court
having jurisdiction thereof.

          (f)  Except as expressly provided below, the arbitrator is not
empowered to award damages in excess of compensatory damages and each party
hereby irrevocably waives any right to recover such damages with respect to any
dispute resolved by arbitration.

          (g)  The statute of limitations of the State of Colorado applicable to
the commencement of a lawsuit will apply to the commencement of an arbitration
hereunder, except that no defenses will be available based upon the passage of
time during any negotiation or mediation called for by the preceding paragraphs
of this Section.

          (h)  All negotiations pursuant to this Section are confidential and
will be treated as compromise and settlement negotiations for purposes of
applicable rules of evidence.

          (i)  Each party agrees that service by registered or certified mail,
return receipt requested, delivered to such party at the notice address provided
herein, will be deemed in every respect effective service of process upon such
person for all purposes of these provisions relating to mediation and
arbitration. Each party irrevocably submits to the jurisdiction of the courts of
the State of Colorado and to any federal court located within such state for the
purpose of any action or judgement with respect to this Agreement, regardless of
where any alleged breach or other action, omission, fact or occurrence giving
rise thereto occurred. Each party hereby




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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


irrevocably waives any claim that any action or proceeding brought in Colorado
has been brought in any inconvenient forum.

          (j)  The parties hereto will negotiate in good faith and agree on such
further or modified arbitration provisions as are reasonably necessary for
awards and other judgments resulting from the provisions set forth above to be
recognized and enforceable in other jurisdictions.

          (k)  The fees and costs of the mediation process and the arbitration
process will be shared equally by all disputing parties. The arbitration
tribunal will award legal fees, disbursements and other expenses to the
prevailing party or parties for such amounts as determined by the arbitration
tribunal to be appropriate. Judgment upon the arbitration tribunal's award may
be entered as if after trial in accordance with the applicable law of this
Agreement set forth in Section 13. Should a party fail to pay fees as required,
the other party or parties may advance the same and will be entitled to a
judgment from the Arbitrator in the amount of such fees plus interest at the
prime rate as determined by the Bank of America, or any successor institution.
Any award issued by the Arbitrator will bear interest at the judgment rate in
effect in the State of California from the date determined by the Arbitrator.

     11.  RELATIONSHIP OF THE PARTIES.

          (a)  Except as may be expressly provided herein, this Agreement does
not constitute either party, and neither party will represent itself as, the
agent of the other, or create a partnership or joint venture between the
parties, and neither party will have the power to obligate or bind the other in
any manner whatsoever.

          (b)  Nothing contained herein is intended or will be construed as
prohibiting Licensor from entering into or competing with the business of
Licensee.

     12.  COMPLETE AGREEMENT. This Agreement constitutes the complete and
exclusive statement of agreement among the parties with respect to the subject
matter herein and replaces and supersedes all prior written and oral agreements
or statements by and among the parties or any of them. No representation,
statement, condition or warranty not contained in this Agreement will be binding
on the parties or have any force or effect whatsoever.

     13.  GOVERNING LAW. This Agreement and all amendments to it will be
governed by the internal laws (and not the laws relating to choice or conflict
of laws) of the State of New York. However, any and all disputes, controversies,
and claims pertaining to Licensor's ownership of or the validity of the Marks or
any registration thereof or any application for registration thereof will be
governed by and construed in accordance with the federal trademark and related
laws, statutes, rules, and regulations of the United States unless there are no
federal laws, statutes, rules, or regulations dispositive of such disputes,
controversies, and claims, in which case any and all such disputes,
controversies, and claims will be governed by and construed in accordance with
the laws of the State of California, without giving effect to conflict of laws.

     14.  JURISDICTION; SERVICE OF PROCESS; VENUE. Licensee agrees that any
legal action or proceeding with respect to this Agreement or any other document
executed in connection





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SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


herewith, or any action or proceeding to execute or otherwise enforce any
judgment obtained against it or any of its properties, may be brought in the
courts of the State of Colorado or in the courts of the United States for the
District of Colorado or elsewhere, as Licensor may elect, provided always that
suit may be brought in the courts of any country or place where Licensee or any
of its assets may be found, and, by execution and delivery of this Agreement,
Licensee irrevocably submits to each such jurisdiction. Licensee irrevocably
waives any objection which it may now or hereafter have to the venue of any
suit, action or proceeding arising out of or relating to this Agreement or any
document executed in connection herewith brought in the courts of the State of
Colorado or in the United States District Court for the District of Colorado,
and hereby further irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.

     15.  WAIVER. Any waiver by Licensor of a breach of any provision of this
Agreement will not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Agreement. The
failure of Licensor to insist upon strict adherence to any term of this
Agreement on one or more occasions will not be considered a waiver or deprive
Licensor of the right thereafter to insist upon strict adherence to that term or
any other term of this Agreement. Any waiver must be in writing.

     16.  AMENDMENTS. All amendments to this Agreement must be in writing and
signed by Licensor and Licensee.

     17.  SEVERABILITY. If any provision of this Agreement or the application of
such provision to any person or circumstance is held invalid, the remainder of
this Agreement will not be affected thereby so long as such remainder continues
to have the economic effect intended by this Agreement.

     18.  INTERPRETATION. If any claim is made by a party relating to any
conflict, omission or ambiguity in the provisions of this Agreement, no
presumption or burden of proof or persuasion will be implied because this
Agreement was prepared by or at the request of any party or its counsel. The
parties waive any statute or rule of law to the contrary.

     19.  COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
constitute one and the same instrument.

     20.  ADDITIONAL DOCUMENTS AND ACTS. Each party agrees to execute and
deliver such additional documents and instruments and to perform such
additional acts as may be necessary or appropriate to effectuate, carry out and
perform all of the terms, provisions, and conditions of this Agreement and the
transactions contemplated hereby.




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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.

                         "LICENSOR"

                         QWEST COMMUNICATIONS INTERNATIONAL INC.

                         By: _________________________________
                         Name:
                         Title:

                         "LICENSEE"

                         QWEST CYBER. SOLUTIONS LLC

                         By: _________________________________
                         Name: John Charters
                         Title: Chief Executive Officer



                                      S-1

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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED
INFORMATION HAS BEEN REPLACED WITH ASTERISKS.


                                    Exhibit A

                                  Licensed Marks

1. "Qwest"





                                  Exhibit A-1