<PAGE>
                                                                   EXHIBIT 10.22

                           ONTARIO SYSTEMS CORPORATION

                        TERMS AND CONDITIONS OF AGREEMENT

To promote a clear and mutual understanding of the relationship between Ontario
Systems Corporation, ("OSC"), and you, our valued customer, these terms and
conditions set forth our respective duties and obligations so that we will both
know and understand what we can each expect of the other. Together with the
Quotation which details the sales transaction between our companies, these
documents serve to describe for you the services which we agree to perform and
to legally protect OSC's intellectual property (our software, related
documentation and services) from persons whose dishonest intentions or careless
actions could potentially damage the ability of OSC to continue in business for
the benefit of all our customers. This agreement becomes effective upon the date
that the Quotation is signed by your authorized representative and OSC which
indicates that we both accept our responsibilities under the agreement.

Over the years of writing contracts, we have tried to find ways to describe
exactly what functionality you can expect of your software license without
limiting the growth and maturation of the products. The best solution on how to
word this has proven to be Product Description in outline form which we include
in Exhibit A and attach to the back of this agreement.

Although we do not manufacture and sell hardware, most of our clients purchase
their hardware through OSC along with our software license. If you have
purchased hardware through OSC, we will agree to deliver the hardware listed on
the quotation and you agree to pay for the hardware according to the terms on
the Quotation. Upon delivery to your business, as directed on the Quotation,
title and any risk of loss passes to you. Any shipping damages should be
reported to OSC and the freight company responsible for the delivery immediately
so that suitable corrective action can be taken; otherwise, the damage will be
assumed to have happened after the delivery and will be your responsibility.
Once the hardware has been installed, it is your responsibility to keep the
hardware in good working order. OSC will be glad to work with you to recommend a
reputable source of hardware maintenance services, and would expect that you
would usually enter into a suitable maintenance contract since we do not provide
such services. This will be for your protection since, in no event will OSC be
liable for any actual, consequential, incidental or indirect damages resulting
from hardware failures. Regardless of the condition of the hardware, your
responsibilities regarding the other portions of this agreement do continue.

The Uniform Commercial Code creates a condition by law that has forced OSC to
disclaim in this agreement the UCC warranties regarding the hardware. We are not
hardware manufacturers; therefore, OSC HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, with relation to said equipment. (Yes, they even want us to
print that in upper case.) However, if the hardware vendor gives any written
warranty to OSC, we will assign that warranty to you, our customer.

Since the computer will be operated at your site, you agree to create and
maintain an appropriate environment for the computer system. With today's newer
computer architectures, this is normally not a major problem since they tend to
be less particular than people; however, OSC

                                                       Agreement - rev. 10/31/91

<PAGE>

will be happy to provide guidelines for this requirement and you, our customer,
simply agree to provide this environment as a reasonable way to avoid the
problems associated with computer failure and its associated downtime.

The terms of delivery and installation are outlined on the Quotation document.
Unless otherwise stated, your hardware maintenance company performs installation
of the main computer system excluding terminals and printers. OSC is responsible
for installing the software license under this agreement. You are responsible
for installing all other cabling and miscellaneous accessories. As a matter of
expedience for both OSC and you, we do require all our customers to designate a
Project Manager to assist and coordinate the installation of the equipment and
software. In order to provide the highest quality service possible, we will also
require reasonable access to your facility, especially during the installation,
to insure that all is going as well as possible. OSC assures you that we will
proceed with all reasonable diligence to provide a prompt installation, and we
hope and expect that you will fully cooperate with our efforts.

The terms of payment are also detailed on the Quotation document. We provide
services in a wide geographic base, which means that we are subject to many
taxing authorities. OSC will add to the prices under this agreement all
appropriate sales or excise taxes regardless of how they are calculated or
designated. Until payment in full of the amount designated on the quotation is
received by OSC, you agree to grant and convey to OSC a security interest in the
items listed on the Quotation, and you authorize us to sign and file UCC
financing statements to evidence this security interest. OSC expects you to
provide payments promptly on charges incurred from OSC in accordance with the
agreement you are signing. We find that this plays an important part in
establishing the type of relationship with which we both will be happy for many
years.

We do go through a formal System Acceptance procedure so that we both know
everything you have acquired under this agreement is installed and running
properly. This includes a form which we ask you to sign indicating that you
agree that the system is installed. Upon signing that document, called "FACS
Operational Test" and attached to this agreement as Exhibit B, OSC certifies to
you that the hardware and software have been properly installed, that the
hardware has passed the standard testing procedures of your maintenance company
at your site, and that the functions represented in this agreement are available
and ready for your use. We can reasonably certify the items you have purchased
from OSC. If you have purchased items from other vendors which do not work, we
will be happy to consult with you at our normal consulting rate (currently
$110/hour) to help you determine the most appropriate course of action, but a
failure to pass the System Acceptance procedure that has been outlined in this
paragraph and in Exhibit B due to other vendor's equipment, or due to your
failure to cooperate with our efforts to install the system, will mean that the
System Acceptance has occurred for the items acquired from OSC.

Unless other terms have been worked out and are stated on the quotation, OSC
will provide training to you according to our standard training schedule
outlined in Exhibit C. Reasonable travel expenses to include lodging, meals and
round trip travel from OSC's office in Muncie, Indiana to your facility will be
billed to you at cost. This policy has provided a very high quality of customer
satisfaction over the years and we believe it will prove very adequate for you,
as well. As with most of our services, additional training is available on a
consulting basis at our current rates.

                                       2

                                                       Agreement - rev. 10/31/91

<PAGE>

Under this agreement, OSC provides you a non-exclusive and non-transferable
license to use the current version of OSC's software module(s) described on the
quotation, together with user manuals, machine readable code, related
documentation, and any enhancements and program modifications as may be
generally distributed to OSC's users under this agreement. We will refer to
those items just listed as the "software package" throughout the remainder of
this document. This agreement will also be binding on and for the benefit of the
respective heirs, successors, and assigns of the parties of this agreement.
While the license is not transferable without the consent of OSC, such consent
will not be unreasonably withheld. In fact, you may assign this agreement to
another party incident to the sale of your business without OSC's consent so
long as: 1) you notify OSC of the assignment and the name and address of the
assignee; 2) the assignee agrees in writing to be bound by all terms and
conditions within this agreement; and 3) the assignee is not a competitor of
OSC. The software package may not otherwise be assigned, leased, marketed,
donated, nor commercially exploited without the advance, written consent of OSC.
You are required to notify OSC in writing of any change in ownership so that OSC
may continue to provide services to such a successor.

The software package is an important business asset of OSC. It is composed of
confidential information and trade secrets which are the sole property of OSC.
Therefore, we require that you agree to help us control the proliferation of our
software by agreeing not to copy, duplicate, create, or recreate all or any part
of the software package except as necessary for archival purposes. We require
that you exercise all reasonable precautions to prevent unauthorized access to
the software package in direct violation of the terms and conditions of this
agreement. Since in this agreement, you are responsible for this confidential
use of the software package, we ask you and expect that you will sign
non-disclosure agreements with all employees who have access to the software
package. This helps them understand your responsibility and binds them to help
protect the interests of both OSC and your company. A sample non-disclosure
agreement is attached to this agreement as Exhibit D.

All applicable rights to patents, copyrights, trademarks, and trade secrets in
the software package or any changes, additions, enhancements or modifications
are and will remain the sole and separate property of OSC, and any authorized
copies made by you will include appropriate disclosures as requested by OSC.
Similarly, OSC acknowledges that during the course of providing service to you
under this agreement, OSC or its employees may be supplied with or come into
possession of information which is proprietary to you. OSC agrees to keep all
such information confidential and will take appropriate action to instruct OSC
employees so as to maintain the confidentiality of your confidential
information.

Providing you an appropriate warranty on a package that is growing and changing
is similar to the problem of defining the software package. Therefore, OSC
warrants that so long as OSC is providing maintenance services under this
agreement, the software package shall have the functions and capabilities set
forth in Exhibit A and as further defined by the current user manuals which
document the software package. Since these manuals are very comprehensive, we
think you will know exactly what you can expect of the software package. In the
event that we fail to meet this warranty in a material way, we have outlined the
following procedure which is the sole and exclusive remedy you will have. First,
upon written notification from you of such a problem, OSC will with all
reasonable speed, repair, replace or modify affected aspects of the software
package. If OSC should be unable to repair, replace, or modify the affected
aspects of

                                       3

                                                       Agreement - rev. 10/31/91

<PAGE>

the software package, you will be entitled to recover the difference in the
value of the software package as warranted less its value in its defective
condition, not to exceed the total purchase price paid by you for the software
license as detailed in the Quotation. OSC must emphasize that under this
agreement, OSC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OSC is
not liable for any other damages at all, including claims for lost profits,
property damage, or any other loss or damage that is not specifically included
in this agreement. This warranty expressed in this agreement will terminate
immediately if any of these things should occur: 1) a material breach of any of
the terms or conditions of this agreement; 2) you, the customer, modify the
hardware or software without prior written approval of OSC; or 3) you, the
customer, do not cooperate with OSC in OSC's efforts to repair, modify or
replace the defective aspect of the package.

OSC believes you should be protected against any claims that the license to use
the software package as described by this agreement infringes any other patents,
copyrights, license, or property rights. OSC, at its own expense, will defend
any action brought against you to the extent that it is based on such a claim,
provided that you immediately notify us of any such claim. In no event should
you attempt to settle such a claim without OSC's prior written approval. We know
of no such possible claim, but if it should happen, OSC will have two options
under this agreement. OSC may, at its option and expense, obtain the rights to
make it non-infringing or replace or modify the package to make it
non-infringing. If neither of these two options is reasonably practicable, OSC
would, of necessity, discontinue the license granted in this agreement and
refund the amount of money you have paid to acquire the license under this
agreement. This is the total remedy which would be forthcoming to you if this
circumstance occurred.

Likewise, OSC should be protected against unlawful use of the system or against
any potential claim that could arise from your use or operation of the items
acquired from OSC. Under this agreement, you agree to indemnify OSC against any
and all claims and/or demands arising from the use or operation of the equipment
or software package.

The license granted under this agreement will terminate on the fiftieth (50th)
anniversary of the System Acceptance. This provides you with a very lengthy term
for a software license and prevents OSC from offering licenses in perpetuity.
OSC agrees that you may terminate this agreement upon (30) days written notice.
OSC may terminate this agreement:

         1)       upon sixty (60) days written notice if you fail to pay any
                  sums owing to OSC under this agreement;

         2)       in the event that you terminate or suspend your business;

         3)       upon sixty (60) days written notice if you, your officers, or
                  employees materially violate any provision of this agreement,
                  especially in the areas of confidentiality and non-disclosure.

Of course, if after receiving written notification from OSC as specified above
you promptly initiate good faith efforts to cure such a problem and diligently
complete those efforts, OSC will

                                       4

                                                       Agreement - rev. 10/31/91

<PAGE>

not terminate the license. In any event of termination, you are required to
return to OSC the software package as it was delivered to you, including
subsequent modifications, or destroy the software package and all copies and
certify in writing that they have been destroyed. In any event, the obligations
regarding confidentiality will continue indefinitely.

In order to provide you with high quality support of the software package after
the sale, OSC provides maintenance services for the term of this agreement.
Maintenance services consist of prompt off-site telediagnostic technical and/or
operational assistance from 8:00 AM to 5:00 PM in your time zone Monday through
Friday, except on holidays. Toll charges for telephone support time will be
billed back to you at cost. Any shipping charges incurred by OSC to facilitate
distributing enhancements will also be billed to you at cost. For these
maintenance services, you are required to pay a monthly maintenance fee,
beginning thirty (30) days after System Acceptance, the amount of which is
stated on the quotation. Maintenance fees are charged on a tiered basis
depending on the number of jobs licensed. If you adjust your job license by
purchasing additional jobs, monthly maintenance fees will be adjusted to the
current list price that corresponds to your current job level. If you purchase
additional software options, such as Information Retrieval or Auto-Dial, your
monthly maintenance fee will be adjusted to reflect the current list price of
maintenance services on those options also. The monthly maintenance fee may be
adjusted annually to correspond with changes in our standard list price for
maintenance fees. Of course, OSC is not required to perform maintenance services
if these fees are in default at the time a request for service is generated.
Under this agreement, OSC also agrees to provide you with enhancements and/or
modifications made to the software package that are generally made available to
our customers so long as you are paying for maintenance services. The only
additional charge to you will be for any media, shipping, and handling charges
required to distribute such enhancements. Additional services may be obtained on
a quotation basis for services requested beyond normal times or outside the
scope of our normal maintenance service.

While providing maintenance services, situations arise where data is at risk.
Because we must take this risk in order to serve you, OSC will have no liability
with respect to performance or non-performance of maintenance services for
consequential, incidental or exemplary damages even if it has been advised or is
aware of the possibility of such damages. In any event, OSC's maximum liability
regarding maintenance services is limited by this agreement to maintenance fees
actually paid to OSC by you during the immediately preceding twelve (12) months.

OSC's remedy in cases of default on any of the duties or obligations described
in this agreement may include, at OSC's option, any of the following:

         1)       Declare the entire unpaid balance of any amounts which you
                  have agreed to pay under this agreement immediately due and
                  payable and requiring payment in full;

         2)       Realize upon any security interest granted to OSC;

         3)       Obtain injunctive relief, specific performance, or any other
                  relief legally available.

                                       5

                                                       Agreement - rev. 10/31/91

<PAGE>

OSC is an Indiana corporation; therefore, this agreement will be controlled by
the laws of the State of Indiana and the proper venue for any proceeding against
OSC will be Delaware County, Indiana. This agreement, which includes the
Quotation document and attached exhibits, is the entire agreement between OSC
and you, OSC's customer. If you have any material understanding that is not
included in this contract, please modify the contract to reflect that
understanding. Since this is the whole agreement, verbal agreements,
representations, or other written agreements will not be construed as part of
this agreement.

We agree that OSC and you will be excused from performance of the duties of this
agreement caused in whole or in part as a result of an Act of God, war, civil
disturbance, court order, labor dispute, or other cause beyond reasonable
control. If any part of this agreement is deemed or declared by a court of
competent jurisdiction to be invalid or unenforceable, all other terms and
conditions will remain in full force and effect. No delay or omission by either
of the parties to this agreement with respect to the terms of this agreement
will impair the rights or powers which have been delayed, nor will such a delay
be construed as a waiver of that right or power. OSC shall be entitled to
recover, as part of any judgment against you, OSC's expenses and reasonable
attorney fees.

If, as specified under this agreement, one party is required to give notice to
the other, that notice will be in writing and will be deemed given if deposited
in the United States Mail, with return receipt requested, and addressed as
follows:

                  OSC:                       Ontario Systems Corporation
                                             201 East Jackson Street, Suite 200
                                             Muncie, Indiana  47305

                  You, OSC's Customer:       The address on the Quotation

The points covered in this agreement have proven to be effective protection for
our many customers over the years. OSC certainly respects our privilege of
serving you under this agreement, and we appreciate the respect that you
demonstrate for the property rights of OSC by becoming a valued customer under
this agreement.

                                       6

                                                       Agreement - rev. 10/31/91

<PAGE>

                                    EXHIBIT A

                            FACS PRODUCT DESCRIPTION

The following is a brief summary of the features and functions of FACS.

         A.       NEW BUSINESS

                  1.       Pre-Collect Letter Series

                  2.       Acknowledgments

                  3.       Automatic Transfer to Regular Collections

                  4.       Pre-Collect Statistical Reporting

         B.       REGULAR COLLECTIONS

                  1.       Cardless Office Operation

                  2.       Automatic Prioritization of Accounts

                  3.       Optima Automatic Telephone Dialing

                  4.       Automatic Allocation of Debtors to Collectors

                  5.       On-line Debtor History

                  6.       Regular Collections Statistical Reporting

                  7.       Collector Generated Letters

         C.       PRE-LEGAL COLLECTIONS

                  1.       Pre-Legal Letter Series

                  2.       Pre-Legal Collections Statistical Reporting

         D.       LEGAL COLLECTIONS

                  1.       Attorney Account Processing/Tracking

                  2.       Transmittal Documents

                  3.       Attorney Reports

                  4.       Legal Collections Statistical Reporting

         E.       FORWARDING AGENCY COLLECTIONS

                  1.       Forwarding Agency Account Processing/Tracking

                  2.       Forwarding Agency Reports

                  3.       Forwarding Agency Collections Statistical Reporting

         F.       TRUST ACCOUNTING

                  1.       On-line Payment Posting

                  2.       Client Statement Generation

                  3.       Client/Attorney Check Writing

                  4.       NSF Check Processing

                  5.       Cashier Balancing Report

                  6.       Attorney and Third-Party Statement Generation

                  7.       Month-End Reports may be run at any time during the
                           month.

                  8.       Post dated Check Sub-System

                                       A-1

                                                       Agreement - rev. 10/31/91

<PAGE>

         G.       MANAGEMENT REPORTS

                  1.       A/R Age Analysis

                  2.       Collector Statistics: Day, Month-to-Date,
                           Year-to-Date, and To-Date

                  3.       Client Activity Report

                  4.       Debtor Inventory Status Report

                  5.       Manager Cancel Report

                  6.       Postdated Check Report

                  7.       Performance Reports: by Collector, by Client, by
                           Salesman, and by Business Classification

         H.       DEMAND REPORTING

                  1.       Data Base Management Report Generation

                           a.       User Defined Report Generation

                           b.       Inquire into Data Base by Selected Criteria

         I.       DEBTOR INQUIRY

                  1.       Accessible by Name, Partial Name, Agency Account
                           Number, Client Account Number, Social Security Number
                           of Debtor, Responsible Party, or Spouse.

         J.       ADDITIONAL FEATURES

                  1.       Automatic Linking of Multiple Accounts

                  2.       Support and Training

                  3.       Security Controlled by System Manager

                  4.       Payments On-Line for Each of Last Sixty (60) Days by
                           Collector

                  5.       Timed Call Back for Collectors

                                       D-2

<PAGE>


                                    EXHIBIT B

                              FACS OPERATIONAL TEST

1.       Add a User with Menu Level Security

2.       Add a Client

3.       Add an Account for Client in #2

4.       Print a Letter

5.       Find the Account by:

         A.       Client's Number

         B.       Social Security Number of:

                  1.       Debtor

                  2.       Responsible Party

                  3.       Spouse

         C.       Name or Partial Name of:

                  1.       Debtor

                  2.       Responsible Party

                  3.       Spouse

6.       Work Account:

         A.       Add Notes

         B.       Schedule Debtor for Payment

         C.       Send a Letter

7.       Add a Payment:

         A.       Direct Payment to Client

         B.       Partial Payment

         C.       Postdated Check

         D.       Payment to Agency

8.       Accept Payment from Client

9.       Run Client Statements

10.      See Totals on Screen and Hard Copy

TEST COMPLETED ON:                         ____________________________________

CUSTOMER:                                  ____________________________________

AS WITNESSED BY:                           ____________________________________

FOR ONTARIO SYSTEMS CORPORATION:           ____________________________________

                                       B-1

                                                       Agreement - rev. 10/31/91

<PAGE>

                                    EXHIBIT C

                        FACS TRAINING AND SUPPORT POLICY

The purchase price of FACS includes: sixty-four (64) hours (eight days) of
consultation and training. Travel expenses will be billed net to the Customer
and will include: round trip travel from Ontario Systems Corporation, Muncie,
Indiana, to client's facility, lodging and meals.

Two OSC installer/trainers will be assigned to all FACS software installations
utilizing 24-job licenses or above. Customer will be billed net for the above
referenced charges for both installer/trainers.

The following is the recommended training schedule:

<TABLE>
<CAPTION>
# of Days             Location             Description                 Recommended Attendees
---------             --------             -----------                 ---------------------
<S>               <C>                 <C>                             <C>
    3             OSC                 Conversion Consultation         Agency Manager,
                                      & Phase I Training              Collection Manager, and
                                                                      System Manager

    5             Client's Facility   Phase II Training of Key        Same as above plus other
                                      Personnel                       Key Personnel
</TABLE>

ADDITIONAL TRAINING/CONSULTATION

Additional consultation and training is available upon request at our standard
per diem rate, currently $800, plus expenses to include: round trip travel from
Ontario Systems Corporation, Muncie, Indiana, to client's facility, lodging and
meals.

                                       C-1

                                                       Agreement - rev. 10/31/91

<PAGE>

                                    EXHIBIT D

                            NON-DISCLOSURE AGREEMENT

         This Agreement, made and entered into this ___ day of
_____________________, 199___, by and between
_____________________________________________ (hereinafter referred to as
"Employer"), and ___________________________________________ (hereinafter
referred to as "Employee"),

                                WITNESSETH THAT:

         WHEREAS, Employer has acquired or has the right to use a certain FACS
software package with related documentation from Ontario Systems Corporation
(hereinafter referred to as "OSC"); and

         WHEREAS, said package with related documentation contain confidential
information and trade secrets which belong to OSC; and

         WHEREAS, Employer will not continue the employment of Employee unless
Employee assents to the terms of this Agreement; and

         WHEREAS, Employee desires to continue his/her employment and
voluntarily assents to the terms hereof;

         NOW, THEREFORE, in consideration of the continued employment of
Employee, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:

         1.       Employee acknowledges that OSC FACS software package and
related documentation are the sole and separate property of OSC and is composed
of confidential information and trade secrets. Employee covenants and agrees to
not copy, duplicate, create or recreate all or any part of such package or
documentation, other than as required for Employer's normal operations.

         2.       Employee agrees to not assign, lease, sell, market, donate or
commercially exploit all or any part of said package and related documentation.

         3.       This Agreement shall be binding upon the parties hereto and
shall survive termination of Employee's employment for a period of two (2)
years.

         4.       OSC is an intended beneficiary of this Agreement and, upon
failure of Employee to keep and perform the term and conditions herein, OSC or
Employer may seek any and all remedies available at law or in equity including
injunctive relief, together with costs and attorney's fees.

                                       D-1

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above-written.

                  "EMPLOYER"                  _________________________________

                  "EMPLOYEE"                  _________________________________

                                      D-2

<PAGE>

                           ONTARIO SYSTEMS CORPORATION
                        Terms and Conditions of Agreement
                           Guaranteed Contacts System

To promote a clear and mutual understanding of the relationship between Ontario
Systems Corporation, ("OSC"), and you, our valued customer, these terms and
conditions set forth our respective duties and obligations so that we will both
know and understand what we can each expect of the other. Together with the
Quotation which details the sales transaction between our companies, these
documents serve to describe for you the services which we agree to perform and
to legally protect OSC's intellectual property (our proprietary hardware,
firmware, software, related documentation and services) from persons whose
dishonest intentions or careless actions could potentially damage the ability of
OSC to continue in business for the benefit of all our customers. This agreement
becomes effective upon the date that the Quotation is signed by your authorized
representative and OSC which indicates that we both accept our responsibilities
under the agreement.

Over the years of writing contracts, we have tried to find ways to describe
exactly what functionality you can expect of your product license without
limiting the growth and maturation of the products. The best solution on how to
word this has proven to be a Product Description in outline form which we
include in Exhibit A and attach to the back of this agreement.

Since you have purchased hardware through OSC, we will agree to deliver the
hardware listed on the quotation and you agree to pay for the hardware according
to the terms on the Quotation. Upon delivery to your business, as directed on
the Quotation, title and any risk of loss passes to you. Any shipping damages
should be reported to OSC and the freight company responsible for the delivery
immediately so that suitable corrective action can be taken; otherwise, the
damage will be assumed to have happened after the delivery and will be your
responsibility.

The Uniform Commercial Code created a condition by law that has forced OSC to
disclaim in this agreement the UCC warranties regarding the hardware; therefore,
OSC HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, with relation
to said equipment. (Yes, they even want us to print that in uppercase.)

Since the product will be operated at your site, you agree to create and
maintain an appropriate environment for the Guaranteed Contracts System (GCS).
With today's newer electronic architectures, this is normally not a major
problem since they tend to be less particular than people; however, OSC will be
happy to provide guidelines for this requirement and you, our customer, simply
agree to provide this environment as a reasonable way to avoid the problems
associated with potential GCS failure and its associated downtime. A wiring
diagram is attached (Exhibit E) which details our requirements for your
telephone lines. We agree that we will install a fully functional Guaranteed
Contacts system provided you follow our requirements. OSC has consulted with
your telephone system vendor and based upon that contact we recommend that you
install sixteen (16) loop start analog Centrex telephone lines to be utilized by
the OSC Guaranteed Contracts system.

                                       1

<PAGE>
 The terms of delivery and installation are outlined on the Quotation document.
Unless otherwise stated, OSC performs installation of the main GCS system
excluding wiring from the GCS unit to the various attendants and telephone trunk
lines. OSC is responsible for installing the software licensed under this
agreement. You are responsible for installing all other cabling and
miscellaneous accessories. As a matter of expedience for both OSC and you, we do
require all our customers to designate a Project Manager to assist and
coordinate the installation of the GCS equipment and software. OSC assures you
that we will proceed with all reasonable diligence to provide a prompt
installation, and we hope and expect that you will fully cooperate with our
efforts. OSC agrees that such installation will be completed no later than
ninety (90) days from the date of execution of this agreement unless
circumstances beyond your control prevent said installation (i.e., acts of God,
lack of cooperation from you, etc.).

The terms of payment are also detailed on the Quotation document. We provide
services in a wide geographic base, which means that we are subject to many
taxing authorities. OSC will add to the prices under this agreement all
appropriate sales or excise taxes regardless of how they are calculated or
designated. Until payment in full of the amount designated on the quotation is
received by OSC, you agree to grant and convey to OSC a security interest in the
items listed on the Quotation, and you authorize us to sign and file UCC
financing statements to evidence this security interest. OSC expects you to
provide payments promptly on charges incurred from OSC in accordance with the
agreement you are signing. We find that this plays an important part in
establishing the type of relationship with which we both will be happy for many
years.

We do go through a formal System Acceptance procedure so that we both know
everything you have acquired under this agreement is installed and running
properly. This includes a form which we ask you to sign indicating that you
agree that the system is installed. Upon signing that document, called
"Guaranteed Contacts Operational Test" and attach to this agreement as Exhibit
B, OSC certifies to you that the hardware and software have been properly
installed, that the hardware has passed the standard testing procedures at your
site, and that the functions represented in this agreement are available and
ready for your use. We can reasonably certify the items you have purchased from
OSC. If you have purchased items from other vendors which do not work, we will
be happy to consult with you at our normal consulting rate (currently $110/hour)
to help you determine the most appropriate course of action, but a failure to
pass the System Acceptance procedure that has been outlined in this paragraph
and in Exhibit B due to another vendor's equipment, or due to your failure to
cooperate with our efforts to install the system, will mean that System
Acceptance has occurred for the items acquired from OSC.

Unless other terms have been worked out and are stated on the quotation, OSC
will provide training to you according to our standard training schedule
outlined in Exhibit C. Reasonable travel expenses to include lodging, meals and
round trip travel from OSC's office in Muncie, IN to your facility will be
billed to you at cost. This policy has provided a very high quality of customer
satisfaction over the years and we believe it will prove very adequate for you,
as well. As with most of our services, additional training is available on a
consulting basis at our current rates.

Under this agreement, OSC provides you a non-exclusive and non-transferable
license to use the current version of OSC's GCS system described on the
quotation, together with user manuals, machine readable code, related
documentation, circuit boards and any enhancements and program modifications as
may be generally distributed to OSC's users under this agreement. We

                                       2

<PAGE>

will refer to those items just listed as the "GCS System" throughout the
remainder of this document. This agreement will also be binding on and for the
benefit of the respective heirs, successors, and assigns of the parties of this
agreement. While the license is not transferable without the consent of OSC,
such consent will not be unreasonably withheld. In fact, you may assign this
agreement to another party incident to the sale of your business without OSC's
consent so long as: 1) you notify OSC of the assignment and the name and address
of the assignee; 2) the assignee agrees in writing to be bound by all terms and
conditions within this agreement; and 3) the assignee is not a competitor of
OSC. The GCS System may not otherwise be assigned, leased, marketed, donated,
nor commercially exploited without the advance, written consent of OSC. You are
required to notify OSC in writing of any change in ownership so that OSC may
continue to provide services to such a successor.

The GCS System is an important business asset of OSC. It is composed of
confidential information and trade secrets which are the sole property of OSC.
Therefore, we require that you agree to help us control the proliferation of our
GCS System by agreeing not to copy, duplicate, create, or recreate all or any
part of the GCS System except as necessary for archival purposes. We require
that you exercise all reasonable precautions to prevent unauthorized access to
the GCS System in direct violation of the terms and conditions of this
agreement. Since in this agreement, you are responsible for this confidential
use of the GCS System, we ask you and expect that you will sign non-disclosure
agreements with all employees who have access to the software package. This
helps them understand your responsibility and binds them to help protect the
interests of both OSC and your company. A sample non-disclosure agreement is
attached to this agreement as Exhibit D.

All applicable rights to patents, copyrights, trademarks, and trade secrets in
the GCS System or any changes, additions, enhancements or modifications are and
will remain the sole and separate property of OSC, and any authorized copies
made by you will include appropriate disclosures as requested by OSC. Similarly,
OSC acknowledges that during the course of providing service to you under this
agreement, OSC or its employees may be supplied with or come into possession of
information which is proprietary to you. OSC agrees to keep all such information
confidential and will take appropriate action to instruct OSC employees so as to
maintain the confidentiality of your confidential information.

Providing you an appropriate warranty on a package that is growing and changing
is similar to the problem of defining the software package. Therefore, OSC
warrants that so long as OSC is providing maintenance services under this
agreement, the GCS System shall have the functions and capabilities set forth in
Exhibit A and as further defined by the current user manuals which document the
GCS System. Since these manuals are very comprehensive, we think you will know
exactly what you can expect of the GCS System. In the event that we fail to meet
this warranty in a material way, we have outlined the following procedure which
is the sole and exclusive remedy you will have. First, upon notification from
you of such a problem, OSC will repair, replace or modify affected aspects of
the GCS System. If, within thirty (30) days of receipt of your invoice, OSC
should be unable to repair, replace, or modify the affected aspects of the GCS
System, you will be entitled to recover the difference in the value of the GCS
System as warranted less its value in its defective condition, not to exceed the
total purchase price paid by you for the GCS license as detailed in the
Quotation and you will promptly provide OSC written notice of your intent to do
so. OSC must emphasize that under this agreement, OSC

                                       3
<PAGE>

DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OSC is not
liable for any other damages at all, including claims for lost profits, property
damage, or any other loss or damage that is not specifically included in this
agreement. This warranty expressed in this agreement will terminate immediately
if any of these things should occur: 1) a material breach of any of the terms or
conditions of this agreement; 2) you, the customer, modify the hardware or
software without prior written approval of OSC; or 3) you, the customer, do not
cooperate with OSC in OSC's efforts to repair, modify or replace the defective
aspect of the package.

OSC believes you should be protected against any claims that the license to use
the GCS System as described by this agreement infringes any other patents,
copyrights, licenses, or property rights. OSC, at its own expense, will defend
any action brought against you to the extent that it is based on such a claim,
provided that you immediately notify us of any such claim. In no event should
you attempt to settle such a claim without OSC's prior written approval. We know
of no such possible claim, but if it should happen, OS will have two options
under this agreement. OSC may, at its option and expense, obtain the rights to
make it non-infringing or replace or modify the package to make it
non-infringing. If neither of these two options is reasonably practicable, OSC
would, of necessity, discontinue the license granted in this agreement and
refund the amount of money you have paid to acquire the license under this
agreement. This is the total which would be forthcoming to you if this
circumstance occurred.

Under this agreement, you agree to indemnify OSC against any and all claims
and/or demands arising from the use or operation of the GCS System in
violation of Federal or State law.

Unless either of us terminates this agreement for reasons described below, the
license granted under this agreement will terminate on the fiftieth (50th)
anniversary of the System Acceptance. This provides you with a very lengthy term
for a software license and prevents OSC from offering licenses inperpetuity. OSC
agrees that you may terminate this agreement upon thirty (30) days written
notice. OSC may terminate this agreement:

         1)       upon sixty (60) days written notice if you fail to pay any
                  sums owing to OSC under this agreement;

         2)       in the event that you terminate or suspend your business;

         3)       upon sixty (60) days written notice if you, your officers, or
                  employees materially violate any provision of this agreement,
                  especially in the areas of confidentiality and non-disclosure;
                  or

         4)       upon sixty (60) days written notice if you have failed to pay
                  the monthly maintenance and license fee.

Of course, if after receiving written notification from OSC as specified above
you promptly initiate good faith efforts to cure such a problem and diligently
complete those efforts, OSC will not terminate the license. In any event of
termination, you are required to return to OSC the GCS System as it was
delivered to you, including subsequent modifications. In any event, the
obligations regarding confidentiality will continue indefinitely.

                                       4

<PAGE>

In order to provide you with high quality support of the GCS System after the
sale, OSC provides maintenance services for the term of this agreement to enable
the GCS System to operate as documented. Unless on-site services are necessary,
maintenance services consist of prompt off-site telediagnostic technical and/or
operational assistance from 8:00 AM to 5:00 PM in your time zone, Monday through
Friday, except for Holidays. Toll charges for telephone support time will be
billed back to you at cost. Any shipping charges incurred by OSC to facilitate
distributing enhancements will also be billed to you at cost. For these
maintenance services, you are required to pay a monthly maintenance and license
fee beginning thirty (30) days after System Acceptance, the amount of which is
stated on the quotation. Maintenance and license fees are charged on a tiered
basis depending on the number of jobs, telephone trunk lines, and attendant
stations licensed. If you adjust your license by purchasing additional capacity,
monthly maintenance and license fees will be adjusted to the current list price
that corresponds to your configuration. The monthly maintenance and license fee
may be adjusted annually to correspond with changes in our standard list price
for maintenance fees. Of course, OSC is not required to perform maintenance
services if these fees are in default at the time a request for service is
generated. Under this agreement, OSC also agrees to provide you with
enhancements and/or modifications made to the GCS System that are generally made
available to our customers so long as you are paying maintenance and license
fees. The only additional charge to you will be for any media, shipping, and
handling charges required to distribute such enhancements. Additional services
may be obtained on a quotation basis for services requested beyond normal times
or outside the scope of our normal maintenance service. Of course, normal
maintenance service does not include maintenance required for such things as
your neglect, abnormal use of the GCS System, unauthorized repair or
modification, natural disasters, or acts of God.

While providing maintenance services, situations arise where data is at risk.
Because we must take this risk in order to serve you, OSC will have no liability
with respect to performance or non-performance of maintenance services for
consequential, incidental or exemplary damages even if it has been advised or is
aware of the possibility of such damages. In any event, OSC's maximum liability
regarding maintenance services is limited by this agreement to maintenance fees
actually paid to OSC by you during the immediately preceding twelve (12) months.

OSC's remedy in cases of default on any of the duties or obligations described
in this agreement may include, at OSC's option, any of the following:

         1)       Declare the entire unpaid balance of any amounts which you
                  have agreed to pay under this agreement immediately due and
                  payable and requiring payment in full;

         2)       Realize upon any security interest granted to OSC;

         3)       Obtain injunctive relief, specific performance, or any other
                  relief legally available.

OSC is an Indiana corporation; therefore, this agreement will be controlled by
the laws of the State of Indiana and the proper venue for any proceeding against
OSC will be Delaware County, Indiana. This agreement, which includes the
Quotation document and attached exhibits, is the entire agreement between OSC
and you, OSC's customer. If you have any material understanding that is not
included in this contract, please modify the contract to reflect that

                                       5

<PAGE>

understanding. Since this is the whole agreement, verbal agreements
representations, or other written agreements will not be construed as part of
this agreement.

We agree that OSC and you will be excused from performance of the duties of this
agreement caused in whole or in part as the result of an Act of God, war, civil
disturbance, court order, labor dispute, or other cause beyond reasonable
control. If any part of this agreement is deemed or declared by a court of
competent jurisdiction to be invalid or unenforceable, all other terms and
conditions will remain in full force and effect. No delay or mission by either
of the parties to this agreement with respect to the terms of this agreement
will impair the rights or powers which have been delayed, nor will such a delay
be construed as a waiver of that right or power. OSC shall be entitled to
recover, as part of any judgment against you, OSC's expenses and reasonable
attorney fees. RCRS shall otherwise be entitled to recover, as part of any
judgment against OSC, RCRS's expenses and reasonable attorney's fees.

If, as specified under this agreement, one party is required to give notice to
the other, that notice will be in writing and will be deemed given if deposited
in the United States Mail, with return receipt requested, and addressed as
follows:

         OSC:                       Ontario Systems Corporation
                                    201 East Jackson Street
                                    Suite 200
                                    Muncie, Indiana  47303

         You, OSC's Customer:       The address on the Quotation

The points covered in this agreement have proven to be effective protection for
our many customers over the years. OSC certainly respects our privilege of
serving you under this agreement and we appreciate the respect that you
demonstrate for the property rights of OSC by becoming a valued customer under
this agreement.

                                       6

<PAGE>

                                    EXHIBIT A

                     GUARANTEED CONTACTS PRODUCT DESCRIPTION

I.       INTRODUCTION

         Guaranteed Contacts is an automatic telephone dialing system. It
operates as an add-on module to FACS and is fully integrated with the FACS data
base. It is designed to increase collector productivity by dialing many debtor
telephone numbers for a group of collectors and only connecting the collectors
to those calls which are answered. Therefore, the collector does not waste time
dialing, re-dialing, or listening to the telephone ring.

II.      CONCEPT

         The basic concept of Guaranteed Contacts is to take the dialing process
away from the collector and give it to a computer, obviously, the computer can
dial much faster than a person, and without error. It can also dial several
numbers simultaneously. This greatly increases the odds of contacting a debtor.
Only those calls which are answered are transferred to a collector.

         The concept of "group dialing" further increases the efficiency of the
dialing process. Group dialing consists of creating a pool of numbers to be
dialed for a group of collectors. Therefore, as long as at least one collector
is available to receive a call any prior calls may continue to ring. For
example, the computer dials two numbers for each collector and there are two
collectors waiting for a call (four numbers being dialed). If two of those calls
are answered, the remaining two calls can continue to ring if a third collector
becomes available. The remaining two calls were dialed in advance for the third
collector; hence, his wait time drops significantly.

III.     CONTENTS

         Guaranteed Contacts is comprised of two major components: software
written for the host computer and the actual Guaranteed contacts Box.

         A.       Host Software

         The host computer is connected to the Guaranteed Contacts Box by one
standard RS 232 cable. Through this cable, the host computer feeds the
Guaranteed Contacts Box with telephone numbers and receives the results of those
calls (i.e., busy, no answer, etc.). The host accomplishes this task via two
background processes. These two processes run unattended. They service the
requests of the collectors such as "dial" and "hang up."

         B.       Guaranteed Contacts Box

         The Guaranteed Contacts Box (GCB) is similar to the host computer in
size and appearance. However, it contains many different components.

                                       7

<PAGE>

         The GCB has a small computer which controls all GCS functions. Along
with this computer are several proprietary printed circuit bards designed by
Ontario Systems solely for Guaranteed Contacts. These boards use
state-of-the-art technology in providing extremely efficient usage of the
telephone dialers.

         The telephone dialers complete the make up of the GCB. There may be up
to 32 dialers in the GCB. These dialers initiate the calls and then follow the
progress of these calls. They then report whether the calls were busy, answered,
or not answered. Each dialer requires a telephone line. This telephone line can
be an extension from a PBX system or it can be direct cut side line.

         IV.      COLLECTOR INTERFACE

         The collector uses Guaranteed Contacts on the normal collect screen,
therefore, all transactions and updates are online with the data base.
Basically, the only difference between Guaranteed Contacts and the normal
collect screen is the manner in which the account is brought onto the screen.
Normally, the collector selects an account then dials the telephone number. With
Guaranteed Contacts, the GCB does all the dialing. When a call is answered, it
is immediately transferred to the collector's headset and the account is brought
upon the screen. This process is discussed in more detail below.

         1.       The collector has full control of the dialing process. At the
                  "Account:" prompt on the collect screen, he simply presses the
                  RETURN key. At that time, the GCB dials a predetermined amount
                  of telephone numbers (i.e., two to four) out of a pool of
                  numbers. As soon as one of those calls is answered, the name
                  of the debtor is immediately displayed on the screen and the
                  collector is connected to the telephone line through his
                  headset. As he begins talking to the debtor, the account is
                  displayed on his screen.

         2.       The collector is automatically taken to the notes window where
                  he finds the number dialed already placed at the beginning of
                  his note. He then may continue typing the note or updating
                  other windows as he speaks to the debtor.

         3.       When the conversation is completed, the collector can hang up
                  the headset by pressing a function key on his keyboard. The
                  collector may also put the call on hold during the
                  conversation.

         4.       The collector also has the capability of dialing numbers
                  directly - such as directory assistance. This is accomplished
                  by typing in the number at the "Phone:" prompt. The call is
                  immediately transferred to his headset, and the collector is
                  responsible for following the progression of the call instead
                  of the GCS.

         V.       MANAGER INTERFACE

         Guaranteed Contacts is very flexible in that it accommodates a variety
of managerial styles. To accomplish this flexibility, the manager has control
over the areas listed below.

                                       8

<PAGE>

         A.       System Parameters

         1.       Which portion the host computer is connected to the GCB?

         2.       How many times does a call ring before the dialer disconnects
                  it and reports a "No Answer?"

         3.       How many calls should be placed per collector?

         4.       Whether or not notes are automatically added to an account for
                  those calls which were busy, not answered, or did not go
                  through.

         5.       The text for the above notes.

         6.       The amount of time to wait before re-dialing numbers that were
                  busy, not answered, or not completed.

         7.       Whether accounts brought up on the collect screen are
                  automatically transferred into the collectors route if the
                  collector changes the account's disposition.

         B.       Pool Selection

         Guaranteed Contacts has the ability to dial for 1 to 32 pools at one
time. The manager determines the assignment of collectors to a specific pool.
The seed accounts selected to be dialed for each pool are determined based on
the combination of the following criteria:

         1.       One or more departments

         2.       One or more clients

         3.       One or more dispositions

         4.       One or more collector routes

         5.       Minimum balance

         6.       Maximum balance

         7.       Wait Date


         C.       Pool Management

         Once the pool of numbers is selected, the manager determines the
following:

         1.       which numbers on the account are to be dialed;

         2.       in what order or sequence these numbers are to be dialed
                  (assuming the debtor does not answer);

         3.       how many times each number should be dialed before the
                  account's disposition is charged and removed from the pool.

         D.       System Monitoring and Statistics

         In order for the manager to make effective use of Guaranteed Contacts,
he needs accurate information about the running system at his disposal. This is
accomplished via system monitoring and statistics.

         Two types of monitors are provided. One is an overall monitor which
allows the manager to graphically view the following information as it changes
(online):

         1.       The number of collectors using Guaranteed Contacts.

                                       9

<PAGE>

         2.       The number of dialers calling a number

         3.       The number of collectors talking.

         4.       The number and percent of:

                  a)       contacts

                  b)       busy signals

                  c)       no answers

         5.       Any error messages that occur.

         The second type of monitor graphically reveals the time a specific
collector spends waiting for a call, talking, and updating the account.

         Statistics may be used by the manager to spot trends and problems for a
group. This information includes such numbers as total calls made, average wait
time per collector, and the average number of attempts before contacting the
debtor.

                                       10

<PAGE>

                                    EXHIBIT B

                      GUARANTEED CONTACTS OPERATIONAL TEST

1.       Initialize dialers

2.       Select and create a pool of numbers to be dialed

3.       Allow attendant logon

4.       Direct dial (Collector specifies number)

5.       Auto dial (collector specifies number)

6.       Predictive Dial (computer initiates dialing process), Power Dial, and
Power Dial using the Dial _____ capability

7.       Monitor performance

         A.       system monitor

         B.       attendant monitor

         C.       supervisor monitor (if included with system)

8.       Display console messages

9.       Add notes to account

10.      Assign account to collector

TEST COMPLETED ON:                        ____________________________________

CUSTOMER:                                 ____________________________________

AS WITNESSED BY:                          ____________________________________

FOR ONTARIO SYSTEMS CORPORATION:          ___________________________________

                                       11

<PAGE>

                                    EXHIBIT C

                              GCBS TRAINING POLICY

The purchase price of Guaranteed Contacts includes: sixteen (16) hours (two
working days) of consultations, installation and training. Travel expenses will
be billed at net or a not-to-exceed cost of $1,000.00, whichever is less, to the
Customer and will include: round trip travel from Ontario Systems Corporation,
Muncie, Indiana, to client's facility, lodging and meals.

In the event Customer's site does not meet OSC's specifications prior to GCBS
installation (as described in the attached Exhibit E), significant loss of
training time and additional OSC support charges may result. If such a situation
does exist, the OSC GCBS installer/trainer reserves the right to discontinue the
installation and training until the site preparation is completed. New
installation and training dates will be rescheduled. All additional travel
expense (as described in paragraph 1 of this Exhibit) will again apply.

GC VOICE TRAINING

The purchase price of GC Voice includes eight hours (one day) of consultation to
be conducted at OSC's facility.

ADDITIONAL TRAINING/CONSULTATION

Additional training and consultation is available upon request at our standard
per diem rate, currently $800, plus expenses to include: round trip travel from
Ontario Systems Corporation, Muncie, Indiana to client's facility, lodging, and
meals.

                                       12

<PAGE>

                                    EXHIBIT D

                            NON-DISCLOSURE AGREEMENT

         This Agreement, made and entered into this ____ day of _______________,
200_, by and between ______________________________ (hereinafter referred to as
"Employer"), and ___________________________ (hereinafter referred to as
"Employee"),

                                WITNESSETH THAT:

         WHEREAS, Employer has acquired or has the right to use a certain FACS
software package with related documentation from Ontario Systems Corporation
(hereinafter referred to as "OSC"); and

         WHEREAS, said package with related documentation contains confidential
information and trade secrets which belong to OSC; and

         WHEREAS, Employer will not continue the employment of Employee unless
Employee assents to the terms of this Agreement; and

         WHEREAS, employee desires to continue his/her employment and
voluntarily assents to the term hereof;

         NOW, THEREFORE, in consideration of the continued employment of
Employee, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:

         1.       Employee acknowledges that the OSC FACS software package and
related documentation are the sole and separate property of OSC and is composed
of confidential information and trade secrets. Employee covenants and agrees to
not copy, duplicate, create or recreate all or any part of such package or
documentation, other than as required for Employer's normal operations.

         2.       Employee agrees to not assign, lease, sell, market, donate or
commercially exploit all or any part of said package and related documentations.

         3.       This Agreement shall be binding upon the parties hereto and
shall survive termination of Employee's employment for a period of two (2)
years.

         4.       OSC is an intended beneficiary of this Agreement and, upon
failure of Employee to keep and perform the terms and conditions herein, OSC or
Employer may seek any and all remedies available at law or in equity, including
injunctive relief, together with costs and attorney's fees.

                                       13

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above-written.

"EMPLOYER"                               ____________________________________

"EMPLOYEE"                               ____________________________________

                                       14