<PAGE>

Exhibit 10(a)

 
                              OPERATING AGREEMENT
                                    BETWEEN
                           COMPUTERVISION CORPORATION
                                      AND
                                   CVSI, INC.

This agreement is entered into on July 18, 1997 and effective as of the
Effective Date (as defined herein), by and between Computervision Corporation, a
Delaware corporation, located at 100 Crosby Drive, Bedford, Massachusetts  01730
("CV"), and CVSI, Inc., a Delaware corporation, located at 100 Crosby Drive,
Bedford, Massachusetts 01730 ("CV Services").

RECITALS:

A.   CV will transfer the Business (as defined below) to CV Services and its
     subsidiaries ("CVSI") effective as of the Effective Date pursuant to
     transactions contemplated by the Stock Purchase Agreement dated July 11,
     1997 between CV and CVSI Acquisition Co., L.L.C., a Delaware limited
     liability company (the "Purchase Agreement").

B.   CV and CV Services each desire to enter into this agreement to provide for
     the smooth transition of the Business (as defined below) from CV to CVSI
     while continuing to meet customer support needs, including, among other
     things, (i) the terms of continued operation of the Business by CVSI, and
     (ii) the provision of services by CV and its subsidiaries to CVSI and by
     CVSI to CV and its subsidiaries during a transition period and (iii) the
     distribution of CV Products by CVSI.

NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:

1.0  DEFINITIONS

     Throughout this Agreement and the Exhibits and Schedules hereto, the
     following words and expressions shall have the following meanings:

1.1. "Agreement" shall mean this agreement and the Exhibits and Schedules
     attached hereto.

1.2  "Business" means the business and operations conducted by CV and its
     subsidiaries consisting primarily of providing the OSS Services other than
     the Excluded Subsidiaries.

1.3  "Customer Contracts" shall mean agreements with End-Users for OSS Services.

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<PAGE>
 
1.4  "CV Products" shall mean the family of software products that package
     vaulting, data management, configuration management and workflow management
     functions (currently known as Optegra) and such updates for such products
     as CV may hereafter develop and the Standard General Markup Language (SGML)
     burst and recompile modules that have yet to be formally released as
     Optegra modules or as a product to the extent developed and released by CV.

1.5  "Effective Date" shall mean the Closing Date as defined in the Purchase
     Agreement.

1.6  "End-User" shall mean any customer which purchases OSS Services.

1.7  "Foreign Companies" shall have the same meaning as is ascribed to such term
     in the Purchase Agreement.

1.8  "OSS Services" means the maintenance and support services for hardware,
     operating system software, networking software, layered software and
     upgrades thereto, as well as network design, implementation, management and
     security, logistics management, operations management, facilities
     management, systems integration, database support, consulting support,
     training, installation services and hardware product sales known as Open
     Services Solutions and the provision of spare parts and repair service to
     CV's international distributors, as set forth on Schedule 1.8.  In
     addition, OSS Services shall include the sale of Sun Microsystems hardware
     in Japan and the resale by CVSI of Sun Microsystems hardware on a preferred
     basis for CV (as described in Section 3.4 hereof).  OSS Services are
     provided at various levels of service as set forth on Schedule 1.8.

1.9  "Person" shall include bodies corporate, unincorporated associations and
     partnerships.

2.0  DESIGNATION OF CVSI AS "CV'S EXCLUSIVE WORLDWIDE PROVIDER FOR OPEN SERVICE
     SOLUTIONS SERVICES"

2.1  Designation

2.1.1 Subject to the conditions set out in this Agreement and subject to
      arrangements existing on the Effective Date pursuant to which CV
      distributors provide OSS Services in certain geographic regions on behalf
      of CV, CV hereby will refer to CVSI as CV's "Exclusive Worldwide Provider
      for Open Service Solutions Services." During the term hereof, CV shall
      promote the use of CVSI by its customers who request OSS Services and
      shall engage CVSI for the provision of OSS Services unless otherwise
      instructed by its customers. Notwithstanding the foregoing, if CV enters
      into a joint venture or partnership for a major business opportunity with
      a customer in which the services to be provided by the partner overlap the
      OSS Services, CV shall consider retaining CVSI as a subcontractor for the
      provision of OSS Services.

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<PAGE>
 
2.1.2 For the purposes of promotion and advertising of OSS Services, CV will
      refer to CVSI as its Exclusive Worldwide Provider for Open Service
      Solutions Services.

2.2  Service Provider to CV

     CVSI will be the exclusive provider of OSS Services worldwide to CV for
     CV's internal use as set forth in the Support Services Agreement between CV
     Services and CV, a form of which is attached hereto as Exhibit A, except
                                                            ---------        
     where arrangements exist pursuant to which such services are currently
     being provided by a third party and systems running SAP and installed at
     CV's corporate headquarters (all of such arrangements which are material
     being set forth on Schedule 2.2 hereto).

2.3  Support of Third-Party Relationships

     CV shall use reasonable efforts to support CVSI efforts to establish
     relationships with third parties such as SunService and CACI.

3.0  SUBCONTRACTING SERVICE BY CVSI

3.1  OSS Services

     CVSI shall serve as CV's exclusive provider for OSS Services on a
     subcontract basis for customers of CV in the event that such customer has
     entered into a contract with CV to provide OSS Services and such contract
     is to be assigned to CVSI pursuant to the Purchase Agreement and has not
     been terminated or transferred pursuant to the Purchase Agreement.  CVSI
     shall provide CV with such OSS Services on a subcontract basis and shall
     continue to provide the software maintenance services for CV Products in
     Australia, for PDGS in the United Kingdom and for CV's PDGS software
     product installed at Ford and other customers for whom CVSI is providing
     PDGS support on the Effective Date through CVSI personnel located in
     Germany that it provided on the Effective Date as more fully set forth on
     Schedule 3.1A, each to be provided at the prices set forth on Schedule
     3.1B.  After expiration of the initial term, the term of this arrangement
     will be renewed automatically on each anniversary of the Effective Date for
     an additional one (1) year period unless either party gives notice to the
     other party 180 days prior to the expiration of the current term of its
     intention to terminate this arrangement.

3.2  EPD Implementation Services

     CV and CVSI shall negotiate in good faith an arrangement pursuant to which
     CVSI shall provide implementation services (other than OSS Services) for
     CV's Electronic Product Definition (EPD) products within 90 days after the
     Effective Date.

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<PAGE>
 
3.3  Medusa Services

     CVSI shall provide, or shall cause to be provided through third parties
     reasonably acceptable to CV, first call support services in Germany for
     CV's Medusa line of products as set forth on Schedule 3.3 hereto (the
     "Medusa Services") for an initial period of three (3) years from the
     Effective Date.  CV shall remain responsible for providing all other levels
     of support.  CV shall pay to CVSI $1,500,000 per year for providing the
     Medusa Services in equal monthly installments of $125,000 due and payable
     monthly in arrears on the last day of each month.  After expiration of the
     initial term, the term of this arrangement will be renewed automatically on
     each anniversary of the Effective Date for an additional one (1) year
     period unless either party gives notice to the other party 180 days prior
     to the expiration of the current term of its intention to terminate this
     arrangement.

3.4  Preferred Reseller Services

     CV shall make CVSI the preferred reseller of Sun hardware to any of CV's
     customers who inquire as to the purchase of Sun hardware for a minimum term
     of three years, with the parties to use their reasonable best efforts to
     extend the term of this arrangement beyond the minimum term, for so long as
     CV has a hardware referral agreement with Sun Microsystems or for so long
     as CV has the ability to appoint a preferred hardware reseller, whichever
     is greater.  The Liason Committee (as defined below) shall develop the
     process by which CV shall refer customers desiring to purchase Sun hardware
     to CVSI.  CV shall provide CVSI such information relating to the Sun
     hardware referral program as CVSI shall reasonably request.

3.5  Limit of Rights

     Subject to the provisions of Section 3.3, and except (i) in Australia with
     respect to CV Products, (ii) for PDGS in the United Kingdom and (iii) with
     respect to the PDGS software product installed at Ford and other customers
     being serviced by CVSI personnel located in Germany as of the Effective
     Date (for which CVSI shall continue to provide the software maintenance
     services it provided on the Effective Date) no other right is granted under
     this Agreement to CVSI to maintain any CV software products, and CV shall
     continue to have the sole and exclusive right to maintain CV software
     products and to license, appoint or otherwise contract with other Persons
     to maintain CV software products unless otherwise agreed.  Nothing
     contained in this Agreement shall be deemed or construed to prohibit CVSI
     at any time from furnishing the same or similar services for products
     marketed by CVSI or entities other than CV.

3.6  Additional Services

     CV may from time to time request CVSI to provide certain products and
     services other than the OSS Services.  CV and CVSI shall agree on a
     schedule of service 

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<PAGE>
 
     planning and implementation, payment, pricing and terms and conditions for
     performing such activity. If the parties cannot agree after reasonable
     efforts upon an appropriate schedule within fourteen (14) days after the
     commencement of such discussions, CV shall be entitled to use any third
     party of its choice for such service.

3.7  Preferred Supplier of Services in Connection with Software Implementation

     When (i) CV proposes the sale or plans the implementation of CV software
     solutions to CV customers, or (ii) CV uses a subcontractor or an entity
     acting as an outsource services provider (the "Outsourcer") to deliver CV
     software implementation services to CV customers, CV shall introduce, or
     shall cause any Outsourcer to introduce, CVSI to such customers as the
     preferred supplier of the tasks set forth on Schedule 3.7. CVSI shall be
     responsible for defining, proposing and selling the specific tasks to the
     customer.  At the request of CV or the Outsourcer, CVSI shall make
     available at no charge the appropriate level (such level to be reasonably
     determined by CVSI) of pre-sales assistance to support the sales effort of
     CV (or the Outsourcer, as applicable).  If CVSI does not respond within 10
     business days of receipt of a request from CV, or does not wish to
     participate in the total proposal/pre-sales phase, then CV and any such
     Outsourcer shall have the right to engage another provider of the services
     set forth on Schedule 3.7.

     In the event that the customer is receiving the tasks set forth on Schedule
     3.7 from an entity other than CV, CVSI or an Outsourcer, then CV shall
     inform, or shall cause any Outsourcer to inform, CVSI of the material facts
     and circumstances of the matter as known by CV and, at CVSI's request, CV
     shall, or shall cause any Outsourcer to, use reasonable efforts to arrange
     a meeting for CVSI to discuss with the customer the possibility that CVSI
     may provide the desired services.

3.8  Finland Services

     During the term of this Agreement, CVSI shall provide advisory and
     management services related to the disposition or winding up of Oy
     Computervision AB (the "Finland Business") from the Effective Date until
     such time as the Finland Business is sold or wound up.  CVSI shall provide
     such services at no charge.

3.9  ELC/EVL Services

     During the term of this Agreement, CVSI shall provide operational advisory
     services related to the disposition of Extended Vision Logistics
     International B.V. ("EVL") and Computervision International Distribution
     B.V. (individually, "ELC," and together with EVL, the "Dutch Logistics
     Business") until such time as certain assets that are owned by the Dutch
     Logistics Business are transferred to CVSI from CV, the methodology of such
     transfer being described in Schedule 3.9 hereto.  CVSI shall provide such
     services at no charge.

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<PAGE>
 
4.0  CONTRACT ASSIGNMENT

4.1  CVSI and CV will each give full support at all levels of each respective
     company and actively participate in communicating with CV Customers and
     third parties to accomplish the assignment or subcontracting of Customer
     Contracts, the termination of Customer Contracts at the expiration of their
     term with CV and the transition of End-Users to CVSI as contemplated by
     Section 3.4 of the Purchase Agreement.  CV shall not make any assignment
     which requires the payment of any money by CVSI or making of any concession
     by CVSI to a CV customer without CVSI's written consent.

4.2  CV and CVSI will each give full support at all levels of each respective
     company and actively participate with CVSI in the assignment effort,
     including entering into subcontracting arrangements with CVSI in accordance
     with the provisions of Section 3 for End-Users that are not willing to have
     their contracts assigned to CVSI until the end of the then current Customer
     Contract term.

4.3  At the end of each month in which CVSI provides subcontracting services, CV
     will advance to CVSI, by wire transfer to an account designated by CVSI,
     the sum of (i) that month's billing (including all prepaid amounts as
     collected and not prorated over the service period) that CV has collected
     from End-Users for any Customer Contracts which have been subcontracted to
     CVSI for OSS Services rendered by CVSI and (ii) any amounts payable in
     respect to Customer Contracts which are 60 days or more overdue unless the
     customer's withholding of payment is due to CVSI's failure to
     satisfactorily perform OSS Services.

4.4  CV agrees to forward to CVSI a copy of any consent to the assignment of a
     Customer Contract obtained and received by CV after the Effective Date.

5.0  CV PROVIDED SERVICES

     CV shall assist CVSI with the transfer of the Business and other
     transactions contemplated hereunder and under the Purchase Agreement by
     providing the following services for the periods indicated in Section 8
     below.

5.1  CV shall sublet the facilities set forth in Schedule 5.1 (the "Facilities")
     to CVSI for such period as is set forth in Schedule 5.1 beside the
     respective facility, pursuant to a sublease or license (as indicated on
     Schedule 5.1) to be entered between the parties substantially in the form
     attached hereto as Exhibit B which will provide for terms of occupancy on
                        ---------                                             
     substantially the same terms and conditions (other than term, rental charge
     and amount of space occupied) as contained in the lease or sublease to
     which CV is a party.  CVSI shall pay CV the rental charge for each Facility
     that is set forth on Schedule 5.1 hereto.  Such sublease or license shall
     contain the provisions set forth in Section 7 of this Agreement.  If CV
     terminates any lease or sublease underlying any 

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<PAGE>
 
     such sublease or license to which CV Services or any of its subsidiaries is
     a party prior to the expiration of the then current term, and the validity
     or terms of such sublease or license are consequently negatively affected,
     CV shall pay CVSI the amount equal to any increase in rental charges to
     which CVSI is subjected due to such termination, including but not limited
     to, increases in rental charges due to a relocation by CV Services or any
     of its subsidiaries resulting from such termination, and any moving
     expenses incurred by CV Services or any of its subsidiaries pursuant to
     such relocation.

5.2  CV shall provide CVSI access to CV's internal computer systems and network,
     E-Mail and Internet access (the "Corporate Network Services") on a basis
     comparable to that provided to CVSI as of the Effective Date.  CVSI shall
     pay CV $50,000 per month for the Corporate Network Services.  CV and CVSI
     shall each contribute equal resources necessary to separate the Class B
     licenses as referenced in Schedule 3.2 to the Purchase Agreement.

5.3  CV shall provide CVSI use of telephone equipment, long distance service and
     data telecommunication (the "Telecommunications Services") at each of the
     Facilities where CV and CVSI will share a telephone exchange (as indicated
     on Schedule 5.1) on a basis comparable to that provided to CVSI as of the
     Effective Date.  CV also shall provide CVSI with a separate phone line at
     the Bedford, Massachusetts Facility. CVSI shall pay CV for the
     Telecommunications Services its pro rata portion, based on the cost
     allocation methodology employed as of December 31, 1996 (the "Standard
     Methodology") of the cost of telephone equipment, total telephone usage
     costs and data telecommunications costs in Facilities.  In Facilities where
     actual costs for Telecommunications Services are separately determined as
     of the Effective Date, CVSI will pay CV the actual cost to CV of the
     Telecommunications Services used by CVSI in such Facilities.

5.4  CV shall provide CVSI accounts receivable, collection, payroll and accounts
     payable services, treasury services, order management, maintenance of
     CVSI's general ledger on the SAP system and related accounting services and
     CV shall oversee and coordinate the engagement of any necessary providers
     of tax administration and preparation services and shall provide advice in
     connection with the filing and payment of sales and use taxes except for
     jurisdictions in which Foreign Companies (as defined in the Purchase
     Agreement) are located, all in accordance with past practice consistently
     applied (the "Finance and Accounting Services").  CVSI shall provide
     reasonable assistance to CV in the provision of the Finance and Accounting
     Services.  CV shall provide the Finance and Accounting Services to CVSI
     free of charge; provided that CVSI shall be responsible for all
     compensation and related expenses of all employees of CVSI who assist in
     the provision of such services to CVSI.

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<PAGE>
 
5.5  CV shall grant CVSI a non-exclusive, non-transferable, royalty-free right
     and license to use the name "CV" as part of the "CV Services" trademark and
     logo, and the "CV Services" and "CV Services International" trademarks that
     have been applied for by CV, in connection with the provision of OSS
     Services for a period of three years and the letters "CV" in connection
     with their use in any trademark or logo using the name "CVSI" in perpetuity
     pursuant to the Trademark License Agreement attached as Exhibit C hereto.
                                                             ---------        

5.6  CV hereby grants CVSI an exclusive, non-transferable, perpetual, royalty-
     free right and license from the Effective Date to use, copy and enhance
     PRIMOS and associated source code and use, copy, enhance, market, package,
     distribute and license PRIMOS applications and documentation; provided,
     however, that CV and its subsidiaries shall retain any and all rights to
     (i) use, copy and enhance PRIMOS and associated source code, applications
     and documentation for their respective internal operations, and (ii) use,
     copy and enhance PRIMOS and associated source code and use, copy, enhance,
     market, package, distribute and license PRIMOS applications and
     documentation for so long as CVSI is in default in its obligations to
     provide OSS Services under this Agreement and such default could reasonably
     be expected to result in a material breach of a Customer Contract.

5.7  CV hereby grants CVSI a non-exclusive, non-transferable, perpetual,
     royalty-free right and license from the Effective Date to use all patents
     identified on Schedule 3.2 to the Purchase Agreement as related to the OSS
     Business.

5.8  On the Effective Date, CV shall assign to CVSI the rights under the
     Authorized Support Provider Agreement currently in place between CV and
     SunSoft, Inc. (the "ASP Agreement") and similar rights pursuant to any
     successor arrangement thereto whereby CVSI has the right to provide those
     services outlined on Schedule 5.8 hereto (the "SunSoft Arrangements").  CV
     shall reimburse CVSI, as to up to 45,000 seats running Sun software
     products, the incremental costs of any per seat price increase charged CVSI
     under the SunSoft Arrangements:

          (i) for the period July 1, 1997 to June 30, 1998, the full amount of
     such price increase over those prices currently charged under the ASP
     Agreement as of June 30, 1997 (the "Current ASP Prices");

          (ii) for the period July 1, 1998 to June 30, 1999, the full amount of
     any such price increase over the Current ASP Prices in excess of 15% of the
     Current ASP Prices; and

          (iii) for any period thereafter, none.

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<PAGE>
 
The following table illustrates by way of example the above provisions:

<TABLE>
<CAPTION>
                                        July 1, 1997 to     July 1, 1998
                         June 30, 1997  to July 30, 1998  to June 30, 1999
                         -------------  ----------------  -----------------
<S>                        <C>            <C>             <C>
unit charge from               X               Y                  Z
 Sun:
unit charge to CVSI            X               X              X * 1.15
 net of reimbursement
 from CV:
CV reimbursement               0             Y - X         Z - (X * 1.15)
 to CVSI:
</TABLE>

       However, notwithstanding the above,
       -----------------------------------

          (a) CV shall have no obligation to reimburse CVSI for any such price
     increase under this Section 5.8 to the extent that CVSI in its reasonable
     business judgment can offset all or a portion of such increase by
     increasing its market prices; and

          (b) for each of the periods referred to in subsections (i) and (ii)
     above, and to the extent CVSI meets the financial covenants under the
     credit facility with BankBoston existing on the Effective Date for such
     period, CVSI shall reimburse CV for any payments made under this Section
     5.8 for such period by an amount equal to one-half of the net operating
     income attributable to the resale of (i) more than $25,000,000 of Sun
     hardware referred by CV for the period from July 1, 1997 to June 30, 1998
     and (ii) more than $35,000,000 of Sun hardware referred by CV for the
     period from July 1, 1998 to June 30, 1999, respectively; provided, however,
     that the aggregate amount of all such reimbursement payments made by CVSI
     shall not exceed the aggregate amount of payments made by CV under this
     Section 5.8.  For purposes of the preceding sentence, net operating income
     attributable to such sales shall be deemed to equal gross margin less sales
     expenses, relating expenses and general and administrative expense
     allocated based on revenue, all as calculated in accordance with United
     States generally accepted accounting principles.

          Payments made by CV to CVSI under this Section 5.8 shall be made at
     the time that CVSI made payment to Sun under the applicable SunSoft
     Arrangement. Payments made by CVSI to CV under this Section 5.8 shall be
     made within thirty days of the end of the period for which reimbursement to
     CV is due.

          CVSI shall supply CV reports within fifteen (15) days at the end of
     each applicable period setting forth in reasonable detail such information
     as will allow CV 

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<PAGE>
 
     to verify the calculation of amounts owed by either party under this
     Section 5.8. CVSI shall make available its books and records to CV for
     audit and inspection in connection with such verification. CV shall provide
     CVSI reasonable notice prior to the commencement of any such audit.

5.9  CV shall pay all suppliers and subcontractors providing goods or services
     relating to the Business in accordance with its current practices.  In the
     event that CVSI receives notice that (i) CV has failed to make such
     payments on a timely basis and (ii) such delinquency would have a material
     and adverse effect on CVSI's business relationship with such supplier or
     subcontractor, CVSI shall provide CV with written notice of such
     delinquency and a description of the circumstances leading it to conclude
     that such an impact on its business relationship exists.  If CV notifies
     CVSI, within five (5) business days of receipt of notice from CVSI, that a
     dispute exists within such supplier or subcontractor, the Liaison Committee
     shall decide upon the best course of action for the parties to take.  If CV
     does not, within five (5) business days of CV's receipt of notice, either
     (i) deliver a notice of dispute, or (ii) pay such supplier or contractor
     the amounts owed, then CVSI may pay such supplier or subcontractor the
     amount owed by CV and CV shall pay to CVSI the amount of such payment
     within five (5) business days after CVSI's notification of CV that such
     payment has been made.  Notwithstanding the foregoing, in the event that CV
     has timely notified CVSI of a dispute with such supplier of subcontractor,
     CV shall not be obligated to reimburse CVSI for any payments made by CVSI
     that have not been directed by the Liaison Committee.

5.10 CV shall cause ELC and EVL to provide logistics and distribution services
     for spare parts until such time as CVSI's subsidiary in the Netherlands
     obtains an import/export license similar to that held by ELC and EVL and
     the actions set forth in Schedule 3.9 are completed and CVSI shall pay CV
     an amount determined using the same methodology for cost allocation
     employed as of June 30, 1997.

5.11 CV and CVSI shall both share equally the costs incurred from and after the
     date hereof associated with the suit filed by CV against four employees and
     Auspex Systems, Inc. alleging breach of contract, breach of implied
     covenant of good faith and fair dealing, intentional interference with
     contractual and advantageous relations, and unfair and deceptive trade
     practices, and seeking (i) injunctive relief to prevent Auspex from hiring
     these employees, (ii) to prevent such employees from commencing employment
     with Auspex, and (iii) monetary damages.  CV shall direct the Auspex
     Litigation.  In the event of any recovery arising out of the Auspex
     Litigation, CV and CVSI shall equally divide the net proceeds of such
     recovery after deducting any costs incurred by CV associated with the
     Auspex Litigation arising prior to the date hereof.

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<PAGE>
 
6.0  CVSI PROVIDED SERVICES

     CVSI shall provide CV the following services for the periods indicated in
     Section 8 below, which periods may be reduced or extended upon mutual
     agreement of the parties hereto.

6.1  CVSI shall install CV Products at customers sites as requested by CV (the
     "Software Installation Services").  CV shall pay CVSI its pro rata portion,
     based on the Standard Methodology, of the reasonable costs incurred by CVSI
     in providing the Software Installation Services.

6.2  CVSI shall operate the 1-800 toll free service number used by customers for
     service inquiries in respect of both OSS Services and CV Products in the
     U.S. and such customer call handling arrangements as have been maintained
     under existing practices in each other jurisdiction and shall provide a
     reasonable number of trained operators to answer incoming calls and to
     route the calls to the appropriate service personnel (collectively, the
     "Call Management Services").  CV shall pay CVSI its pro rata portion, based
     on the Standard Methodology, for the reasonable costs incurred by CVSI in
     providing the Call Management Services.

6.3  For as long as CV desires access to the MDB and ISIS computer systems and
     related databases (the "MDB/ISIS Systems"), CVSI shall maintain the
     MDB/ISIS Systems and shall provide CV access to such systems and databases
     in accordance with past practice and shall use such systems and databases
     to provide CV contract administration services, including timely and
     accurate invoicing, addressing customer inquiries, providing appropriate
     notices and related administrative functions relating to the Customer
     Contracts that have not been terminated or transferred to CVSI (the
     "Contract Administration Services").  CV shall provide reasonable
     assistance to CVSI in the provision of the Contract Administration
     Services.  CVSI shall provide the Contract Administration Services to CV
     free of charge; provided that CV shall be responsible for all compensation
     and related expenses of all employees of CV who assist in the provision of
     such services; provided further, that for any periods after the date which
     is two hundred twenty five (225) days after the Effective Date in which CV
     desires access to the MDB/ISIS Systems in order to administer CV software
     customer contracts, CV shall pay CVSI its pro rata portion, based on the
     ratio of the revenue attributable to CV software customer contracts
     maintained on the MDB/ISIS Systems for such period to the revenue
     attributable to Customer Contracts maintained on the MDB/ISIS System for
     such period, of the reasonable costs incurred by CVSI in maintaining the
     MDB/ISIS Systems.

6.4  CVSI shall provide services for the renewal of existing contracts with
     customers who have maintenance agreements covering both OSS Services and CV
     software products (the "Contract Renewal Services").  CV shall pay CVSI its
     pro rata portion of the 

                                       11
<PAGE>
 
     reasonable costs incurred by CVSI in providing the Contract Renewal
     Services, based on the same rates used in June 1997 to allocate such costs.

6.5  CVSI shall provide CV collection services in such jurisdictions as are
     indicated by Schedule 6.5 as being those in which CVSI maintains collection
     or administrative personnel and CV does not maintain collection or
     administrative personnel (the "Foreign Collection Services").  CVSI shall
     provide the Foreign Collection Services to CV free of charge.

6.6  CVSI shall pay all suppliers and subcontractors providing goods or services
     relating to the Business in accordance with its current practices.  In the
     event that CV receives notice that (i) CVSI has failed to make such
     payments on a timely basis and (ii) such delinquency would have a material
     and adverse effect on CV's business relationship with such supplier or
     subcontractor, CV shall provide CVSI with written notice of such
     delinquency and a description of the circumstances leading it to conclude
     that such an impact on its business relationship exists.  If CVSI notifies
     CV, within five (5) business days of receipt of notice from CV, that a
     dispute exists within such supplier or subcontractor, the Liaison Committee
     shall decide upon the best course of action for the parties to take. If
     CVSI does not, within five (5) business days of CVSI's receipt of notice,
     either (i) deliver a notice of dispute, or (ii) pay such supplier or
     contractor the amounts owed, then CV may pay such supplier or subcontractor
     the amount owed by CVSI and CVSI shall pay to CV the amount of such payment
     within five (5) business days after CV's notification of CVSI that such
     payment has been made. Notwithstanding the foregoing, in the event that
     CVSI has timely notified CV of a dispute with such supplier of
     subcontractor, CVSI shall not be obligated to reimburse CV for any payments
     made by CV that have not been directed by the Liaison Committee.

7.0  FACILITIES SHARING ARRANGEMENTS

     In addition to the sublease of space at the above-mentioned Facilities, the
     parties agree that, for the period set forth on Schedule 5.1 opposite each
     respective Facility (the "Facility Transition Period"), CV will provide
     services listed in this subsection in the Facilities which will be shared
     by CV and CVSI for CVSI.  Any continuation of such services after the
     termination of the Facility Transition Period will be separately
     negotiated.

7.1  For the convenience of CVSI, and at CVSI's request, CV shall maintain an
     inventory of standard office supplies and shall obtain at CVSI's request
     reasonable amounts of additional standard supply items.  CVSI may secure
     supplies as needed upon request to CV and CV shall secure requested
     supplies in advance of their intended use.  It is expressly understood that
     CV is acting as the agent of CVSI in purchasing said supplies and is not in
     the business of retail sales of such merchandise.

                                       12
<PAGE>
 
7.2  CV shall provide reasonable mailroom support for letters, correspondence,
     parcels and other mailings, including, without limitation, packaging,
     weighing and delivering CVSI's mail.  The mailroom shall also provide for
     service by United Parcel Service, Federal Express, DHL or other similar
     services, including, without limitation, certified mailings.  CVSI hereby
     authorizes CV to receive on behalf of CVSI, mail, parcels and other
     deliveries arriving in CVSI's name and to hold such items secure until
     delivery to CVSI's office.  CV shall make such delivery promptly upon
     receipt of such items, unless CVSI requests otherwise in writing.

7.3  CV shall provide fax and copy facilities for CVSI's use in the course of
     ordinary office demands.

7.4  CVSI shall be entitled to utilize CV's existing travel consulting, building
     maintenance and cafeteria services.

7.5  CVSI and its employees, agents, customers, visitors and other authorized
     personnel acting on its behalf shall be entitled to reasonable access to
     and use of those spaces and facilities existing as common facilities
     serving the premises, including but not limited to the cafeteria, halls,
     corridors, exits and entry ways, secretarial areas, conference rooms,
     reception and waiting area and restroom facilities.  CVSI, and its
     employees will be provided badges and will follow CV's normal security
     procedures/practices as applicable to employees and to subcontractors and
     will ensure the same of its agents, customers, visitors and other
     authorized personnel acting on its behalf.

7.6  CV shall provide on behalf of CVSI, during normal business hours, the
     services of a receptionist and access to common waiting areas at the
     building entry ways.

7.7  CVSI shall provide its employees and assure its contractors (i) workers
     compensation insurance and employers liability insurance with respect to
     its own personnel with limits of not less than $1,000,000 per occurrence
     and (ii) property insurance with respect to its own assets.  CVSI shall
     provide, and CV shall be named as additional insured with respect to, a
     general liability insurance policy for property and for bodily injury to
     persons not employed by CVSI with limits of not less than $1,000,000 per
     occurrence.  CVSI shall provide to CV on the Effective Date a certificate
     evidencing the coverage required hereunder and prior notice of either
     cancellation or any changes of coverage.

7.8  CV shall be responsible for making all routine repairs and performing
     routine maintenance in and about the office and common areas.  Each party
     shall be responsible for any damages done to their premises by itself or
     any other person who is on the premises with its consent.  CVSI shall not
     undertake any alteration or modification of the physical interior portions
     of its office unit.  Any alterations or modifications, excluding reasonable
     office decorations or the placement of particular 

                                       13
<PAGE>
 
     furnishing or equipment which is undertaken without prior written approval
     by CV shall be remedied at the expense of CVSI.

7.9  Each party shall be responsible for its own property damage and claims by
     its own employees related to bodily injury or the employment relationship
     unless resulting from the negligence or willful misconduct of an employee
     of the other party.

7.10 CV shall provide CVSI the services set forth in Section 7 free of charge
     during the Transition Period.

     The premises are to be used solely for conduct of the Business.  CVSI shall
     restrict its use to such purposes and shall not use nor permit the use of
     the premises for any other purposes without the prior written consent of
     CV.  CVSI will ensure that, prior to performing work at CV's premises, its
     employees are operating under terms of nondisclosure agreements of a type
     substantially similar to those in effect between CV and CV's employees
     prior to the Effective Date.

8.0  TERMINATION OF SERVICES

8.1  CV shall be obligated to provide the following services for an initial
     period of ninety (90) days from the Effective Date, which period may be
     extended by either party for up to an additional thirty (30) days, and may
     be further extended for an additional thirty (30) days upon mutual
     agreement of the parties, such agreement not to be unreasonably withheld:
     Finance and Accounting Services.  Notwithstanding the above, the parties
     shall use good faith efforts to become self-sufficient in the provision of
     such services prior to the expiration of the foregoing period, in which
     case the obligation imposed by this section may be terminated early by
     mutual agreement of the parties.

8.2  CV shall be obligated to provide the following services for a period ending
     on December 31, 1997, which period shall be reviewed by the parties sixty
     (60) days after the Effective Date and may be extended as the parties may
     mutually agree, and shall not be obligated to provide such services
     thereafter:  Corporate Network Services and Telecommunications Services.
     Notwithstanding the above, the parties shall use good faith efforts to
     become self-sufficient in the provision of such services prior to the
     expiration of the foregoing period in which case the obligation imposed by
     this section may be terminated early by mutual agreement of the parties.

8.3  CVSI shall be obligated to provide the following services for a period
     ending on December 31, 1997, which period shall be reviewed by the parties
     sixty (60) days after the Effective Date and may be extended as the parties
     may mutually agree, and shall not be obligated to provide such services
     thereafter:  Software Installation Services, Call Management Services,
     Contract Renewal Services and Foreign Collection Services.

                                       14
<PAGE>
 
8.4  CVSI shall be obligated to provide the following services until the earlier
     of (i) the assignment or expiration of the then current term of all
     Customer Contracts that have not been transferred to CVSI or (ii) such time
     as CV provides notice of its desire to terminate in whole or in part the
     receipt of such services:  Contract Administration Services.

9.0  CV PRODUCT DISTRIBUTION

9.1  Subject to the provisions of Section 9.12, CVSI shall have the non-
     exclusive right to promote, market and distribute CV Products on a
     worldwide basis (except to the extent that CV has otherwise granted
     exclusive rights to others as described on Schedule 9.1 hereto) under the
     terms and conditions contained herein for a period commencing with the
     Effective Date and continuing for an initial term of two (2) years, subject
     to automatic renewal for one (1) additional year unless CVSI fails to meet
     appropriate performance criteria to be developed by the Liaison Committee
     (as defined in Section 11) during the second year of such distribution
     arrangement.  After expiration of the initial term and such automatic
     renewal period (if any), the term of this distribution arrangement will be
     renewed automatically on each anniversary of the Effective Date for an
     additional one (1) year period unless either party gives notice to the
     other party six months prior to the expiration of the current term of its
     intention to terminate this distribution arrangement.  In addition to the
     above, CV and CVSI shall negotiate in good faith an arrangement pursuant to
     which CVSI shall have the non-exclusive right to promote, market and
     distribute CV's family of products currently known as "EPD.CONNECT" and
     such updates for such products as CV may hereafter develop ("EPD
     Products").  During the period commencing on the Effective Date until such
     time as the above mentioned arrangement is negotiated, CVSI will work with
     CV on a case by case basis to distribute EPD Products under terms
     consistent with this Section 9.

9.2  To the extent necessary for CVSI to perform the Medusa Services described
     in Section 3.3 hereto, CVSI shall have the right to use a reasonable number
     of copies of CV's Medusa line of products, access to on-line service tools,
     access to knowledge base and access to any other service or diagnositic
     tools in the locations where such Medusa Services are being rendered solely
     in connection with the provision of Medusa Services, for so long as CVSI
     provides Medusa Services to CV pursuant to this Agreement.

9.3  CV may change pricing or may add or delete versions of the CV Products as
     set forth in CV's then current prevailing price list for such CV Products
     upon ninety (90) days prior notice to CVSI.

9.4  CVSI shall use commercially reasonable efforts to promote and recommend to
     its customers of CV Products the software maintenance services provided by
     CV.

                                       15
<PAGE>
 
9.5  During the term of this Agreement, orders for the CV Products shall be
     submitted to CV by CVSI per CV's then current ordering processes and
     procedures and such CV Products shall be distributed to CVSI by CV directly
     unless CV is otherwise contractually required to cause delivery of CV
     Products in a jurisdiction through a third party pursuant to contracts
     existing as of the date hereof, which will not impact the discount price
     set forth in Section 9.6 hereof to the extent permitted by law.

9.6  CVSI shall pay to CV, for each copy of the CV Products ordered and shipped,
     the appropriate then current license fee for the country of installation,
     less a discount for the CV Products ordered equal to the greater of (i)
     such discount as is provided to any other distributor in such country whose
     gross sales of CV Products are equal to or less than CVSI's gross sales in
     such jurisdiction, or (ii) 50%.  License fees will be exclusive of all
     federal, state, municipal or other governmental excise, sales, use or like
     taxes and therefore will be subject to an increase in an amount equal to
     any tax CV may be required to collect or pay upon the sale, license or
     delivery of the CV Products.  Payments shall be made by CVSI to CV in
     accordance with CV's standard payment terms which are Net 30 days from
     shipment.

9.7  CV shall permit CVSI to participate in trade shows and/or sales promotional
     campaigns as mutually agreed between the parties.

9.8  The parties agree to provide each other with appropriate and sufficient
     technical information in order to allow the parties to establish support
     and planning programs for their respective operations all in accordance
     with CV's then current marketing program for CV Products.

9.9  Subject to appropriate protection of CV's Proprietary Information (as
     defined in Section 15), CVSI will receive access to new CV Products and
     future technology and technical information at such time as CV makes such
     information generally available to its distributors in order to develop
     appropriate marketing and distribution plans.  CV will provide CVSI with
     the appropriate training and course materials to enable CVSI to provide
     such support.

9.10 CV grants to CVSI a non-exclusive, worldwide, royalty-free license to use
     CV trademarks, logos and applicable CV Product trademarks for the purposes
     of the distribution of the CV Products hereunder.

9.11 All of the CV Products furnished hereunder shall be shipped F.O.B. point of
     shipment. Risk of loss shall pass to CVSI upon delivery to the common
     carrier.  All insurance and transportation expenses shall be born by CVSI.

9.12 During the term of this distribution arrangement, CV shall have the right
     to grant third parties exclusive rights in one or more industries or one or
     more geographical regions (other than Australia) unless CVSI reasonably
     objects to such an arrangement within 

                                       16
<PAGE>
 
     twenty (20) days after CV provides CVSI written notice of the proposed
     exclusive arrangement, the reasonableness of the exercise of such a right
     to object to be determined based upon CVSI's sales efforts in the region,
     or industry, the existence of alternative markets for which CVSI has
     distribution rights and the significance of the proposed exclusive
     distribution arrangement to CV's then existing marketing plan. CV shall
     ensure that any grant of exclusive rights is reasonably tailored to be no
     broader than is necessary to effectuate CV's business objectives. If CV
     grants any exclusive rights in accordance with the provisions of this
     section, CVSI's rights to distribute CV Products shall be equivalently
     reduced in scope.

9.13 CVSI shall be solely responsible for and shall indemnify and defend CV from
     any claim based on any warranty offered by CVSI to end users for CV
     Products that exceed the scope of or extend beyond the terms of CV's
     warranties as set forth in CV's Software License Agreement attached hereto
     as Exhibit C, as may be amended from time to time.

9.14 EXCEPT AS EXPRESSLY PERMITTED IN THIS AGREEMENT OR CV's SOFTWARE LICENSE
     AGREEMENT, CVSI MAY NOT COPY OR MODIFY ANY CV PRODUCT IN ANY WAY AND MAY
     NOT AUTHORIZE OR PERMIT ANY THIRD PARTY TO COPY OR MODIFY ANY CV PRODUCT IN
     ANY WAY WITHOUT RECEIVING THE PRIOR WRITTEN CONSENT FROM CV.

9.15 CV's warranty to CVSI is as contained in the applicable CV Software License
     Agreement.  CV shall not have any responsibility or be liable in contract,
     tort or otherwise for software acquired from third parties.  The warranty
     set forth in the Software License Agreement as applicable to CV Products is
     exclusive and in lieu of all other warranties whether statutory, expressed
     or implied, and the warranties of merchantability and fitness for a
     particular purpose and all other warranties arising from course of dealing
     or usage of trade are hereby excluded as they pertain to CV Products.

9.16 In order to permit CVSI to promote the CV Products as required under this
     Section 9, CV grants to CVSI a non-exclusive license to use the "CV", or
     "Computervision" trademark and logo type and applicable CV Product
     trademarks or service marks of CV during the term of this Agreement to
     identify the source of the CV Products in connection with the distribution
     of CV Products hereunder.  CVSI hereby recognizes and shall not challenge
     or interfere with CV's exclusive rights and in and to trademarks and
     service marks and trade names that are regularly applied by CV to the CV
     Products.  Unless otherwise provided for this Agreement, CVSI hereby
     recognizes and shall not challenge CV's exclusive rights and into all
     patents, copyrights or trade secrets covering the CV Products.  CV is
     authorized to use CVSI's trademarks, service marks and trade names in
     furtherance of the Agreement, provided that such use is in connection with
     the marketing and promotional efforts as contemplated herein.

                                       17
<PAGE>
 
9.17 CV will defend, indemnify, and hold harmless CVSI from any action brought
     against CVSI as a result of the infringement of any patent, trademark,
     copyright, or trade secret by any CV Product provided by CV to CVSI under
     the terms of the Software License Agreement.

9.18 The parties agree that CVSI's distribution of CV Products and EPD Products
     is meant to be complimentary to CV's distribution of products and CV is the
     primary distributor of such Products to its customer base.  In the event
     that any channel conflict or competitive situations arise between CV and
     CVSI under this Section 9, such conflict shall be resolved by the Liaison
     Committee.  Except as otherwise stated herein, nothing in this Agreement
     shall prohibit or otherwise restrict CV, either directly or through its
     agents or distributors, from selling or licensing CV Products or EPD
     Products to users.

10.0 COPIES OF CV PRODUCTS FOR INTERNAL USE

     CV grants to CVSI a royalty-free, non-exclusive, worldwide, non-
     transferable license to use two server copies and two client copies at CV
     Services' headquarters and two server copies and two client copies at the
     headquarters of each CV Services' subsidiary of the CV Products for
     internal use only, including the demonstration, marketing or promotion of
     CV Products.  CV grants to CVSI a royalty-free, non-exclusive worldwide,
     non-transferable license to use one copy at CV Services' headquarters and
     one copy at the headquarters of each CV Services' subsidiary of CV software
     products distributed by CVSI or for which CVSI provide software services
     for internal use only. CV will provide software support services for these
     copies free of charge.  CVSI may purchase additional licenses and shall pay
     to CV an amount based upon CV's standard rates for the software support
     services to be provided by CV for the software covered by such licenses.

11.0 MANAGEMENT LIAISON COMMITTEE

     For the term of this Agreement, the Parties shall establish a formal
     Management and Administrative Liaison Committee (the "Liaison Committee")
     to accomplish the following:

     (1) Ensure that the operating, administrative, and contractual relationship
         is maintained as contemplated;

     (2) Review and audit the effectiveness of services provided by CVSI to CV;
         and

     (3) Develop performance goals and cooperative strategies for marketing and
         utilizing CV products that mutually benefit both organizations.

                                       18
<PAGE>
 
     The initial members of this Committee shall be:

          For CVSI:                      For CV:

          Stephen Azarian                Jack Lane
          William Foniri                 Anthony N. Fiore, Jr.
          Shiv Verma                     James E. Hayden
          Charles Vinroot                David LaFauci
 
     Either party may change the designation of its members of the Committee by
     providing written notice to the other party in accordance with Section 24.

     The Liaison Committee shall use reasonable best efforts to resolve any
     dispute between the parties that may arise.  If the Liaison Committee is
     unable to resolve any dispute arising from the performance of its
     functions, and such dispute continues unresolved for 21 days, either party
     to this agreement may provide written notice to the other party that an
     impasse exists.  In the event of an impasse, such dispute shall be
     submitted to the Chief Executive Officers of CV and CV Services (the
     "CEOs") for resolution within 14 days of the date of the declaration of
     impasse.  The CEOs shall use reasonable best efforts to attempt to resolve
     such dispute for a period of not less than 14 days.

12.0 TERM, DEFAULT AND TERMINATION

12.1 Except with respect to those provisions of this Agreement specifically
     providing for their term to end on a date other than the third anniversary
     of the Effective Date, this Agreement shall terminate on the third
     anniversary of the Effective Date.

12.2 In the event of any default in performance of any material term or
     provision under this Agreement by either party hereto, the nondefaulting
     party may send a written default notice to the defaulting party explaining
     the nature of the default.  If such default is not totally cured within (i)
     fifteen (15) days for payment default after the receipt of the default
     notice or (ii) thirty (30) days for all other defaults after the receipt of
     the default notice, the nondefaulting party may deliver a termination
     notice terminating this Agreement, effective immediately, provided that in
     the case of a default described in clause (ii) that is capable of being
     cured such default must first be referred to the Liaison Committee (and if
     applicable to the CEOs of CV Services and CV pursuant to Section 11).  If a
     party is diligently attempting such a cure, the non-defaulting party shall
     only have the right to terminate this Agreement if the default is not
     totally cured within ninety (90) days after the receipt of the default
     notice and the CEOs are unable to resolve such dispute pursuant to the
     provisions of Section 11.  Termination of this Agreement by either party
     shall not be deemed an election of remedies or waiver of any claims
     relating to the other party.

                                       19
<PAGE>
 
12.3 In the event that either party files a petition in bankruptcy or has such a
     petition filed against it, which petition is not discharged within thirty
     (30) days after filing, or is placed in a receivership or reorganization
     proceeding or is placed in a trusteeship involving an insolvency, or ceases
     doing business in the ordinary course, the other party may terminate this
     Agreement by giving a termination notice, which termination shall become
     effective fifteen (15) days after mailing.

12.4 Upon termination of the distribution arrangements set forth in Section 9,
     CVSI shall immediately cease using and either return or destroy at CV's
     discretion, any and all CV Products used for demonstration and
     documentation to CV and certify it has returned or destroyed all originals
     and copies, in any form, of such materials.

13.0 FORCE MAJEURE

     Neither CV nor CVSI shall have any liability for failure or delay in
     fulfilling the terms of this Agreement due to strike, war, civil unrest,
     government regulations, acts of God, or other causes which are unavoidable
     and beyond its control.  The time for performance of either party's
     obligations hereunder shall automatically be extended for a period equal to
     the duration of any such delay.

14.0 LIMITATION OF LIABILITY

14.1 Each party shall be liable for and will indemnify and save the other
     harmless in respect to any claim or loss of damage to property, death or
     injury to persons that may arise as a result of its negligence or willful
     misconduct arising from the performance of its obligations hereunder.

14.2 NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR
     IN TORT, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF
     PROFITS OR REVENUES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
     EXCEPT FOR DAMAGE TO PROPERTY OR DEATH OR INJURY TO PERSONS.  IN NO EVENT
     SHALL EITHER PARTY BE LIABLE FOR DAMAGES EXCEEDING THE AMOUNTS PAID FOR THE
     PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.

15.0 CONFIDENTIALITY

     The parties hereto shall maintain the confidentiality of all technology,
     product plans, confidential documents and information, including but not
     limited to inventions, business or marketing plans including product
     calendars, technical data and other information which is not publicly
     available ("Proprietary Information"); provided, however, that CVSI and CV
     may provide Proprietary Information to such party's attorneys, accountants,
     lenders and present or potential financing sources if such 

                                       20
<PAGE>
 
     entities are instructed to maintain confidentiality with respect to such
     Proprietary Information and the party providing such Proprietary
     Information to such entity agrees in writing to assume responsibility for
     any damages resulting from disclosure of Proprietary Information by such
     entity. The obligations of confidentiality hereunder shall continue for a
     period of three (3) years from the date of termination of CVSI's right to
     distribute products in accordance with Section 9 hereof. Proprietary
     Information does not include information which (i) is or becomes publicly
     known through no wrongful act or failure to act on the part of either party
     or (ii) is rightfully known by the receiving party without any proprietary
     restrictions at the time of receipt of such Proprietary Information.

16.0 GOVERNING LAW AND FORUM SELECTION

     This Agreement shall be governed by, interpreted and enforced in accordance
     with the law, other than the laws pertaining to conflicts or choice of
     laws, of the Commonwealth of Massachusetts.  Any action brought by either
     party against the other shall be brought exclusively in the appropriate
     state or federal courts located in the Commonwealth of Massachusetts.

17.0 ASSIGNMENT

     The distribution arrangement set forth in Section 9 of this Agreement may
     not be assigned or transferred (including pursuant to a merger, acquisition
     or otherwise by operation of law) by either party without the prior written
     consent of the other party. The remaining provisions of this Agreement may
     not be assigned (whether by merger, acquisition or otherwise by operation
     of law) without the prior written consent of the other party, which will
     not be unreasonably withheld, except that either party may assign this
     Agreement to a wholly owned subsidiary and CVSI may assign this Agreement
     in connection with the sale of all or substantially all of the Business
     without the prior written consent of the other party.  This Agreement shall
     be binding on and inure to the benefit of the parties and their permitted
     successors and assigns.

18.0 ENTIRE AGREEMENT

     This Agreement, including the Exhibits and Schedules, constitutes the
     entire and exclusive agreement between the parties with respect to the
     subject matter; provided, however, that if any terms of this Agreement
     conflict with the terms of the Purchase Agreement, the terms of the
     Purchase Agreement shall control.  All previous discussions and agreements
     with respect to the subject matter are superseded by this Agreement.

                                       21
<PAGE>
 
19.0 AMENDMENT

     No amendment or modification to this Agreement, nor any waiver of any
     rights, will be effective unless consented to in writing by both parties
     and the waiver of any breach or default will not constitute a waiver of any
     other right or any subsequent breach or default.

20.0 WAIVER

     No failure by either party to exercise, and no delay in exercising, any
     right or remedy in respect of any provision of this Agreement will operate
     as a waiver of such right or remedy.

21.0 ADDITIONAL EFFORTS

     Any services or equipment desired or requested by one party to the other
     that is not expressly set forth in the terms and conditions of the
     Agreement are deemed to be intentionally omitted from the terms of this
     Agreement and will be negotiated by the parties.

22.0 SEVERABILITY

     If any provision of this Agreement is ruled unenforceable, it will be
     enforced to the extent permissible, the parties will negotiate a substitute
     valid provision which most nearly effect the parties' intent and the
     remainder of the Agreement will remain in effect.

23.0 PRESS RELEASES

     Neither party shall make any disclosure or announcement in connection with
     this Agreement or the performance of this Agreement, including the ongoing
     relationship, without the prior written consent of the other party which
     shall be granted or withheld within five (5) working days after request,
     except as may be required by any laws, regulations or authorities, in which
     case a copy of the required disclosure or announcement will be submitted to
     the other party before such disclosure or announcement is made.
 
24.0 NOTICES

     Any and all notices and any other communications required by this Agreement
     or by law to be served or given to either party hereto by the other party
     hereto, shall be, unless otherwise required by law, in writing and deemed
     duly served and given when personally delivered to the party to whom
     directed or any other authorized officers, in 

                                       22
<PAGE>
 
     lieu of such personal service, when delivered via facsimile or when
     deposited in the United States registered or certified mail, return receipt
     requested, addressed to:

 
          Computervision Corporation       CV Services International, Inc.

          100 Crosby Drive                 100 Crosby Drive
          Bedford, MA  01730               Bedford, MA  01730
          Attn: General Counsel            Attn: General Counsel
          Fax:  (617) 275-4432             Fax:  (617) 275-4259

25.0 COUNTERPARTS

     This Agreement may be executed in any number of counterparts and any party
     hereto may execute any such counterpart, each of which when executed and
     delivered shall be deemed to be an original and all of which counterparts
     taken together shall constitute one and the same instrument.

26.0 SURVIVABILITY

     The following paragraphs shall survive the termination of this Agreement
     (including the termination of the provisions of this Agreement which
     specifically provide for their term to end on a date other than the third
     anniversary of the Effective Date pursuant to Section 12.1):  12.4, 14 and
     15.

27.0 HEADINGS AND TITLES

     The sections and other headings contained in this Agreement are for
     reference purposes only and shall not be considered for purposes of
     interpreting the text hereof.

                                       23
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives.


COMPUTERVISION CORPORATION                 CVSI, INC.

By:  /s/ Anthony N. Fiore, Jr.             By:  /s/ William Foniri
   -----------------------------------        -------------------------------
Title: Vice President of Business          Title:  President
       Operations and General Counsel

Date:  July 18, 1997                       Date:  July 18, 1997

                                       24