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                          MASTER SUBCONTRACT AGREEMENT


This Agreement ("Agreement") is entered into as of March 31, 1998 (the
"Effective Date"), between XXX* (the "Company"), and TECHFORCE, a Georgia
corporation, with its principal place of business located at 5741 Rio Vista
Drive, Clearwater, Florida 33760 ("Subcontractor").

                                    RECITALS

WHEREAS, Company will engage in marketing certain managed telecommunications
services to Customers and in connection therewith will agree to supply
installation, maintenance and other support services to such Customers;

WHEREAS, Subcontractor is knowledgeable concerning the installation and
maintenance of telecommunications equipment and may desire to provide such
installation, maintenance and other support services for Company; and

WHEREAS, Company desires to engage Subcontractor as an independent contractor in
performing certain installation and maintenance services for resale; and

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Company and Subcontractor hereby
agree as follows:

I. Definitions

    1.01 Contract Price The term "Contract Price" shall mean and include the
         amounts charged by Subcontractor for providing the Services described
         in the Service Request Form, Schedule A attached hereto and
         incorporated herein, including the amount charged for Materials
         supplied by Subcontractor in providing the Services, together with all
         taxes, assumed by Company pursuant to Section 4.02 hereof. The total
         Contract Price (exclusive of taxes) and payment schedule of such
         Contract Price shall be as set forth in Schedule B, pursuant to Exhibit
         B-1 - Standard Price Model.

    1.02 Customer The term "Customer" shall mean and include those persons or
         entities procuring Equipment or Services from Company.

    1.03 Effective Date The term "Effective Date" shall mean the date by which
         the party's hereby agree to commence performance under this Agreement.


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.




<PAGE>




    1.04 Equipment. The term "Equipment" shall mean the computer hardware,
         telecommunications equipment and other equipment set forth in the
         attached schedules, as amended from time to time upon the mutual
         agreement of the parties, which are to be managed by Company and may be
         installed and maintained by Subcontractor pursuant to this Agreement.

    1.05 System Outage. The term "System Outage" shall mean and include any
         failure of the Equipment that materially affects the operation of the
         Equipment. A more detailed definition of System Outage and its
         prescribed maintenance requirements are described under Schedule C and
         will be designated under each Service Request Form.

    1.06 Manufacturer. The term "Manufacturer" shall mean and include each
         manufacturer or vendor of the Equipment and Spare Parts.

    1.07 Materials. The term "Materials" shall mean and include any tools or
         materials which must be supplied by Subcontractor at its sole cost and
         expense in order to perform the Services. Materials does not include
         Equipment, cables or other items provided by Company to its Customers.

    1.08 Project. The term "Project" shall mean and include all Services and
         Materials to be provided to a Customer pursuant to this Agreement and
         the applicable Service Request Form.

    1.09 Service Request Form. The term "Service Request Form" shall mean and
         include the document, completed and executed by Subcontractor and
         Company for each Project, in substantially the form of Schedule A,
         attached hereto and incorporated herein.

    1.10 Project Service Term. The term "Project Service Term" shall mean and
         include the period for which Company agrees to perform the Services for
         a Customer as set forth in the applicable Schedule A.

    1.11 Services. The term "Services" shall mean and include those
         installation, maintenance and support services set forth and described
         in Schedule A.


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


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    1.12 Site. The term "Site" shall mean and include the premises where the
         Equipment is to be installed or is located as set forth in the Schedule
         A, including any such location where staging or other installation
         related activity takes place.

    1.13 Spare Parts. The term "Spare Parts" shall mean and include replacement
         assemblies or subassemblies for the Equipment, other than the
         Materials, as set forth in Schedule A as amended from time to time to
         reflect changes in the Equipment.

    1.14 Specifications. The term "Specifications" shall mean and include the
         procedures, specifications, diagnostic software and drawings of the
         Manufacturer's and Company for stocking and using the Spare Parts and
         for installing, maintaining and supporting the Equipment; such
         procedures, specifications, diagnostic software and drawings are
         incorporated herein by this reference and may be amended from time to
         time by such Manufacturers' or Company.

    1.15 Unrelated Services. The term "Unrelated Services" shall mean and
         include all installation, maintenance and repair services, in addition
         to the Services, authorized by Company and provided by Subcontractor to
         a Customer.


II. MASTER AGREEMENT

    2.01 Master Agreement. This Agreement is the master agreement which shall
         govern all Projects that are undertaken by Company and Subcontractor.
         For each Project, Subcontractor and Company shall complete and execute
         a separate Service Request Form. Such Service Request Form shall set
         forth for each Project, the Site, the Equipment to be installed and/or
         maintained, the Services to be rendered and the maintenance plan and
         options therein specified, the Project Service Term, and the Materials
         to be supplied by Subcontractor. In the event of any conflict between
         the provisions of the Service Request Form and this Agreement, the
         provisions of the Service Request Form shall control over the
         provisions of this Agreement.

III. TERM

    3.01 Term. This Agreement shall be effective as of the Effective Date and
         shall remain in full force and effect for an initial term of thirty-six
         (36) months, unless sooner 


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.




<PAGE>


         terminated pursuant to Article XV; provided, however, that this
         Agreement shall remain in full force and effect with respect to any
         Project for the Project Service Term of such Project which is not
         completed at the expiration of the term of this Agreement or any
         renewal thereof. This Agreement shall be automatically renewed for
         additional successive twelve (12) month terms unless either party gives
         the other party sixty (60) days written notice of its intention not to
         renew this Agreement prior to the expiration of the term or the
         anniversary thereof. Notwithstanding the foregoing, the provisions of
         Articles III, VIII, IX, XII, XIV, XV, XVII, XVIII and XIX shall survive
         any expiration or termination of this Agreement, in whole or in part.


IV. CHARGES AND PAYMENTS

    4.01 Payment. Subcontractor shall invoice Company for the Contract Price for
         Services performed and for any amounts due for Unrelated Services
         performed for all then current Projects according to the payment
         schedule described in Section 4.04. Each such invoice shall include
         supporting documentation and details of the Services and Unrelated
         Services performed. Company shall pay any amounts due within forty-five
         (45) days of receipt thereof or notify Subcontractor of any dispute
         with respect to any invoice. Company shall provide Subcontractor with
         adequate documentation of any invoice or amount disputed by Company
         within thirty (30) days of discovery of the basis for the dispute.
         Except as otherwise provided herein or in any applicable Service
         Request Form, the Contract Price shall be Subcontractor's sole and
         complete compensation for the Services performed and Materials supplied
         for a Project, including without limitation, compensation for overtime
         or premium work, licenses, fees or any other expenses required to be
         paid by Subcontractor in order for Subcontractor to perform the
         Services.

    4.02 Taxes. Company shall pay all sales, consumer, use and any other similar
         taxes (except for taxes imposed on Subcontractor-provided Materials and
         taxes based upon Subcontractor's income, net worth, franchise or
         property) imposed by law in connection with the provision of the
         Services or Unrelated Services. If there are any taxes, levies, charges
         or fees which Subcontractor is obligated to pay but which have not been
         paid by Subcontractor, Company may pay such amounts and either (a)
         deduct such cost from any amount due Subcontractor or (b) invoice
         Subcontractor for the cost thereof; Subcontractor shall pay any such
         invoice within forty-five (45) days of receipt thereof. In the event
         that Company provides Subcontractor with a duly authorized tax
         exemption certificate, Subcontractor will not invoice the tax covered
         by the exemption certificate. Company and Subcontractor agree to
         reasonably cooperate with each other to determine more accurately each
         party's tax liability and minimize such liability 


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>




         to the extent legally permissible. Subcontractor will segregate the
         charges assessed under this Agreement into the following payment
         streams: i) that for taxable Service and Unrelated Services; ii) that
         for nontaxable Service and Unrelated Services; iii) that for which a
         sales, use or similar tax has been paid by Subcontractor and iv) that
         for which Subcontractor is acting as a paying agent for Company in
         receiving goods, supplies or service (including leasing and licensing
         arrangements) that otherwise are not taxable or have previously been
         subject to tax.

    4.03 Unrelated Services. Subcontractor shall not perform any Unrelated
         Services without the prior written consent of Company. If Company
         agrees that such Unrelated Services are necessary for a Project,
         Subcontractor shall supply such Unrelated Services and invoice Company
         therefor at the rates set forth in Schedule B.

    4.04 Payment Schedule. For each Project, Subcontractor and Company shall
         concurrently complete and execute a separate Contract Price and Payment
         Schedule as set forth in Schedule B, pursuant to Exhibit B-1.


V. STANDARD OF PERFORMANCE

    5.01 Company Diagnostic Effort. Company shall use reasonable efforts to
         screen all service-related calls of System Failures by Customers and to
         determine the nature and scope of any System Outage prior to reporting
         such System Outage to Subcontractor. Company shall designate System
         failures and Subcontractor shall respond as set forth under Schedule C.

    5.02 Service Availability. Except where Schedule D (Escalation Procedures)
         applies, Subcontractor shall, upon execution of this Agreement, provide
         a telephone contact where Company can report System Outages to
         Subcontractor as set forth under Schedule C. Subcontractor's
         maintenance personnel shall arrive at the Site of a reported System
         Outage within the time specified.

    5.03 Correction Time. Subcontractor shall correct System Outages within the
         time specified therefor in the Service Request Form, pursuant to
         Schedule C. In the event Subcontractor is unable or unwilling to
         correct a System Outage in a timely manner in accordance with the
         response times agreed to on the Service Request Form, Subcontractor
         shall use its best efforts to escalate such performance, or lack
         thereof to XXX* Corporation [entity] in a timely manner.


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>




VI. MATERIALS AND SPARE PARTS

    6.01 Materials. Subcontractor shall furnish all installation Materials
         necessary for performance of the Services. All Materials supplied by
         Subcontractor to Customer shall be new, unless the system and/or the
         component parts are no longer manufactured, thereby the contractor will
         provide refurbished/like new products from reputable industry
         providers.

    6.02 Spare Parts. Company shall provide, and Subcontractor shall maintain on
         Company's behalf an inventory of Spare Parts at Company's direction and
         in an amount and variety sufficient to meet the requirements of the
         Project(s) and the response times. Notwithstanding the aforesaid, it is
         incumbent upon Subcontractor to notify Company in the event
         Subcontractor reasonably discovers that inventory thresholds become too
         low, either as a result of higher than expected maintenance turnover or
         growth in number of locations (Customers) being covered under this
         Agreement. All such Spare Parts shall be obtained by XXX* Corporation
         at its sole cost and expense and shall remain the property of XXX*
         Corporation. In addition, title to any such Spare Parts shall remain
         with XXX* Corporation. Upon the instance delivery of such Spare Parts,
         Subcontractor bears the risk of loss of the Spare Parts. Subcontractor
         shall carry adequate insurance against loss, adding XXX* Corporation as
         loss payee.

    6.03 No Substitution. Subcontractor shall not substitute materials of a
         lesser grade or quality for the Materials or Spare Parts specified in
         the Service Request Form without Company's prior written consent.

    6.04 UL Approved. All Materials supplied by Subcontractor shall be approved
         by Underwriter's Laboratories ("UL") where such approval is available
         for Materials of the type used. If any Materials are furnished without
         the UL approval, Subcontractor shall be required to prove that UL
         approval is not available for such Materials, and obtain Company's
         consent to use such Materials. All Materials comprising electrical
         equipment supplied by Subcontractor shall bear the manufacturer's label
         which provides complete electrical data on such equipment.

VII. RISK OF LOSS

    7.01 Risk of Loss. Subcontractor shall bear all risk of loss and damage to
         the Equipment which is in its possession and control during the
         performance of the Services. If 


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>

         Subcontractor due to Subcontractor's negligence, damages any property
         of Customer or the Equipment, Subcontractor shall pay the repair or
         replacement of such property or Equipment except to the extent such
         loss or damage results from the actions or omissions of Company, its
         employees or agents.


VIII. CORRECTION OF WORK: WARRANTY AND MAINTENANCE

    8.01 Warranty. 
         (a) Subcontractor warrants that it has the right to enter into this
         Agreement and that it understands the nature and scope of the Services
         to be performed, the Specifications and Company's, and Manufacturers'
         other installation and maintenance requirements for the Equipment and
         Spare Parts, its obligations under this Agreement, and all other
         matters which may in any way affect Subcontractor's rendering of the
         Services. (b) Upon acceptance of the Installation Services and for a
         period of three (3) months thereafter, ("the Warranty Period"), the
         Subcontractor warrants that the Installation Services performed
         hereunder, and those items of Materials as are supplied by
         Subcontractor hereunder in connection therewith, shall be free from
         defects and deficiencies in workmanship. (c) Subcontractor warrants
         that the installation Services shall conform to the Specifications and
         applicable Company installation practices, as disclosed to
         Subcontractor, and in accordance with recognized industry standards
         applicable to the installation of telecommunication equipment, in
         particular, the Equipment manufacturer's standards. (d) Subcontractor
         represents and warrants that it is skilled and knowledgeable in the
         performance of the Services and that it shall perform the Services and
         the Unrelated Services in a good and workmanlike manner and in
         accordance with the Specifications and with the terms and conditions of
         this Agreement and the applicable Service Request Form. (e)
         Subcontractor warrants that any equipment and materials that are
         requested by Company to be of a certain brand or of a certain
         specification shall strictly conform to such request.

         For a period of ninety (90) days from the rendering of any Unrelated
         Services, Subcontractor shall correct at its own expense any defect,
         deficiency or nonconformance therein. Subcontractor agrees to hold
         Company harmless for any breach of said warranty.

    8.02 Right to Cover. In the event that Company determines that Subcontractor
         has breached the warranties set forth in Article VIII hereof, Company
         may, by written notice to Subcontractor, direct Subcontractor to
         immediately cease performing services for such Project(s) and Company
         may itself provide or may procure, upon such terms as Company deems
         reasonable and appropriate, services similar to the terminated
         Services.


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>


    8.03 Disclaimer of Warranty. NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
         INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
         PURPOSE ARE MADE BY SUBCONTRACTOR.


IX. SUBCONTRACTOR'S OBLIGATIONS

    9.01 Liens.
         Subcontractor shall keep each Site free and clear of all liens, claims
         and charges including but not limited to material, laborers' and
         mechanics' liens arising out of Services performed or Materials
         supplied by Subcontractor or its subcontractors in connection with this
         Agreement. Subcontractor shall give Company prompt written notice of
         any actual or potential lien, claim or charge which has been or may be
         imposed on a Site. In the event that any such lien, claim or charge is
         imposed on a Site, Subcontractor shall immediately satisfy such lien,
         claim or charge at its own cost and expense. If Subcontractor fails to
         satisfy any lien, claim or charge within a reasonable period of time,
         Company, without limiting any of its other rights or remedies, may
         satisfy the lien, charge or claim and (a) deduct the cost, including
         attorneys' fees, from any amount due Subcontractor or (b) invoice
         Subcontractor for such cost; Subcontractor shall pay such invoice
         within forty-five (45) days of receipt thereof.

    9.02 Project Management.
         If provided for under the Service Request Form, Subcontractor shall
         assign a Project Manager who will oversee each phase of Subcontractor's
         work. Subcontractor's Project Manager will be responsible for all
         communications between the Subcontractor and Company.

    9.03 Continuation of Services.
         In the event that a dispute arises between Company and Subcontractor
         concerning this Agreement, (a) Subcontractor shall continue to perform
         the Services hereunder pending resolution of such dispute, unless and
         until (i) this Agreement is terminated pursuant to Article XIII hereof
         or (ii) Company directs Subcontractor to suspend performance pursuant
         to Section 8.02 or 8.03, hereof, and (b) Company shall continue payment
         other than for the disputed amount. Company shall not be in breach of
         this Agreement or be liable to Subcontractor for damages for any
         failure to pay any invoice for any Services provided by Subcontractor
         which are the subject of a reasonable dispute between Company and
         Subcontractor.

    9.04 Inspection Procedures.
         Subcontractor shall cooperate with the Company and the Customer at all
         times in the inspection of the Materials and the Services provided
         pursuant to this project, 


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.

<PAGE>


         and Subcontractor shall abide by all reasonable inspection procedures
         and requirements established by Company, or the Customer.

    9.05 Site Maintenance.
         Subcontractor shall maintain the area in which it performs the Services
         at the Site in a safe and clean manner and shall store all Materials
         and Spare Parts neatly in the areas designated therefor by Company, or
         the Customer. Upon completion of the Services, Subcontractor shall
         immediately remove all temporary structures, waste materials and
         rubbish, tools and other materials from the Site. In the event that
         Subcontractor fails to remove any such structure, material, rubbish or
         tools within two (2) days of notice thereof from Company, Company may
         provide such removal services, either directly or through a third
         party, and (a) deduct such cost from amounts due Subcontractor or (b)
         invoice Subcontractor for such costs, which shall be payable within
         forty-five (45) days of receipt thereof.

    9.06 Maintenance Personnel. 
         Subcontractor shall employ a sufficient number of qualified personnel
         to perform the Service and satisfy its obligations hereunder. Such
         personnel shall be knowledgeable concerning the installation, testing
         and maintenance of the Equipment. If Company requires Subcontractor to
         maintain and/or install specific Equipment for which the Manufacturer
         requires maintenance or installation services to be performed only by
         Manufacturer certified or trained personnel, Subcontractor will provide
         personnel so certified or trained. Company will assist Subcontractor to
         enable Subcontractor to obtain such certification or training at
         Subcontractor's sole cost and expense.

    9.07 Service Interruption.
         Subcontractor shall not unreasonably interrupt service on any
         communications circuit during the performance of the Services If
         Services must be performed at times other than normal business hours,
         Subcontractor shall obtain Company's consent prior to performing such
         services as Unrelated Services.

    9.08 Manufacturer Warranties.
         Subcontractor shall not limit, reduce or restrict any warranty,
         maintenance and repair obligation or indemnification offered by the
         Manufacturers or by the manufacturer or supplier of the Materials.

    9.09 Equipment Inspection.
         Subcontractor shall inspect i) all Equipment packaging when received
         and ii) all Equipment when uncrated at the Site or at Subcontractor's
         warehouse, staging area, or wherever else delivered pursuant to
         Subcontractor's instructions and shall immediately notify Company if
         any of the Equipment is defective, deficient or nonconforming.
         Subcontractor shall review all packing slips for the Equipment,
         maintain detailed records of Equipment received, and reconcile the


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>


         Equipment received with Company orders and records. Subcontractor shall
         send all packing slips or warehouse receipts for the Equipment to
         Company within five (5) business days of receipt. Subcontractor shall
         be responsible for any damages caused by delay unloading unless such
         delays are a direct result of acts or omissions of Company or the
         Customer.

    9.10 No Customer Contact.
         Subcontractor agrees that during the term of this Agreement and for one
         (1) year thereafter, all communications concerning the Services and the
         Equipment will be made directly to Company and not to Company's
         Customer. Subcontractor will refer all requests for, or inquiries
         regarding additional services that arise from the Services performed
         under this Agreement to Company. Subcontractor agrees not to use
         Customer information obtained as a result of the relationship
         established by this Agreement to compete with Company.

    9.11 Payroll Taxes.
         Subcontractor shall be responsible for the payment of all wages,
         salaries, benefits, and other compensation of its employees and
         personnel including contributions to any employee benefit, savings or
         work plans. Subcontractor shall be responsible to withhold and to pay
         all federal, state, and local income, Social Security, unemployment and
         other taxes. Subcontractor shall defend, indemnify and hold Company
         harmless from any claim or demand by any person, government or agency
         relating to such compensation or taxes as provided in Section 12.01
         hereof. Subcontractor shall comply with all statutes, rules and
         regulations including, but not limited to, those of employment of
         labor, hours of labor, working conditions, Workers' Compensation,
         payment of wages, and payment of taxes, including applicable
         contributions for such persons when required by law.

    9.12 Customer Interruption.
         Subcontractor shall not unreasonably interfere with the business of the
         Customer or others while performing the Services and shall not cause
         damage to any property of Customer or to the Equipment.

    9.13 Exclusivity.
         Subcontractor represents that it is in its best interests to provide
         Company an incentive to enter into the relationship contemplated by
         this Agreement. Accordingly Subcontractor will take measures it feels
         would benefit Company's sales efforts and recognizes that it would not
         be in Subcontractor's best interests to hinder or diminish the
         investments in time and resources Company will undertake to utilize
         Subcontractor's expertise and labor efforts as set forth under the
         Agreement.

         Company represents that it is in its best interests to confer upon
         Subcontractor a preferred vendor status. Whereas Company shall take
         measures it feels would 


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>




         benefit each of the parties to the Agreement by first utilizing
         Subcontractor's experience and resources as set forth under the
         Agreement, except for those opportunities within the scope and
         geographic domain of XXX Corporation* and based upon Subcontractor's
         continued desire to perform under the Agreement.

         Notwithstanding the aforesaid during the initial one (1) year term of
         this Agreement, Subcontractor shall not enter into contractual
         arrangements or agreements with recognized Company strategic
         competitors, including but not limited to Regional Bell Operating
         Companies (RBOC's), Interexchange Carriers (IXC's) and/or Competitive
         Local Exchange Carriers (CLEC's) for like or similar services as
         provided under the Agreement, except for those instances where
         Subcontractor is already under obligation to such strategic
         competitors, prior to formal execution of this Agreement.
         Subcontractor's breach of this provision shall be deemed a material
         breach of this Agreement. Subcontractor reserves the right to offer
         like or similar services as provided for under this Agreement on an
         ad-hoc basis and on behalf of 3rd party vendors, in the sole event that
         Company is not making or attempting to make a like or similar proposal
         to the same Customer or customer group.

         After the first annual period of the Agreement and in the event
         Subcontractor desires to enter into or otherwise enact or execute a
         like or similar contract environment with one of Company's aforesaid
         strategic competitors, Company reserves the right to re-negotiate the
         aforesaid terms and conditions of this Section 9.13 with Subcontractor,
         prior to Subcontractor's enactment or execution of such like or similar
         contract environment. The parties hereby agree to negotiate in a good
         faith effort toward that end and during such time, the terms and
         conditions of this Agreement shall prevail. In the event that such
         negotiations are not resolved between the parties in a reasonable
         amount of time not to exceed ninety (90) days, Subcontractor shall
         reserve the right to enter into a like or similar contract environment
         with such aforementioned strategic competitors.

    9.14 New Equipment.
         Subcontractor shall provide all Services under this Agreement for new
         Equipment as mutually agreed to from time to time by Company and
         Subcontractor, pursuant to Schedule B, Exhibit B-3 as from time to time
         amended. As such, Subcontractor shall at its own expense comply with
         any such Manufacturer's requirement for training and/or certification
         requirements of Subcontractor's personnel (including any subcontractors
         acting on behalf of Subcontractor), where such requirements are in
         keeping with the spirit of the Agreement.


X. INDEMNIFICATION


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.

<PAGE>


   10.01 Indemnity by Subcontractor.

         Subcontractor agrees to indemnify, defend and hold Company, its
         Affiliates and their respective officers, directors, employees, agents,
         successors and assigns harmless, against any and all claims, damages or
         losses incurred by Company arising from or in connection with:

         (a)  any claims of infringement made against Company of any United
              States letters patent, or any copyright, trademark, service mark,
              trade name or similar proprietary rights conferred by contract or
              by common law or by any law of the Untied States or any state,
              alleged to have occurred because of equipment, systems, products
              or other resources or items provided to Company by Subcontractor;
              provided, however, that Subcontractor will have no obligation with
              respect to any losses to the extent the same results from
              Company's unauthorized modification of a program or a machine or
              Company's unauthorized combination, operation or use with devices,
              data or programs not furnished by Subcontractor or its
              subcontractors; whereas Subcontractor will make all reasonable
              commercial efforts to obtain for Company a continued right to use
              the Services;

         (b)  any claim or action by, on behalf of or related to, any employees
              or personnel of Subcontractor (including any Affected Employees
              hired by Subcontractor after such date of hire), including claims
              arising under the Occupational Safety and Health Administration
              requirements or orders, Equal Employment Opportunity Commission
              requirements or orders, National Labor Relations Act, unemployment
              insurance or workers' compensation laws, Fair Labor Standards Act,
              or other applicable federal, state or local laws or regulations,
              except to the extent that such losses result from Company's
              failure to comply with this Agreement and its Schedules, or such
              claim or action arose or grew out of events that occurred while
              such person was a Company employee prior to his or her hire by and
              employment with Subcontractor;

         (c)  any losses incurred by Company as a result of a failure by
              Subcontractor to obtain any necessary regulatory approvals
              applicable to its business or any necessary permits, or to comply
              with any legal or regulatory requirement applicable to the
              performance of the Services.

         (d)  any amounts, including but not limited to taxes, interest and
              penalties, assessed against Company which are obligations of
              Subcontractor pursuant to Section 4.02 and Section 9.11 hereof;
              and

         (e)  Subcontractor's failure to accept an exemption certificate, act to
              minimize Company's tax liability, or properly segregate charges


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>


              assessed under this Agreement into various payment streams as
              required under Section 4.02 hereof.

   10.02 Indemnity by Company.
         Company agrees to indemnify, defend and hold Subcontractor, its
         Affiliates and their respective officers, directors, employees, agents,
         successors and assigns harmless, against any and all losses, arising
         from or in connection with:

         (a)  any claims of infringement made against Subcontractor of any
              United States letters patent, or any copyright, trademark, service
              mark, trade name or similar proprietary rights conferred by
              contract or by common law or by any law of the United States or
              any state, alleged to have occurred because of equipment, systems,
              products, or other resources or items provided to Subcontractor by
              Company hereunder, provided, however, that Company will have no
              obligation with respect to any losses to the extent the same
              results from, arises out of, or in connection with Subcontractor's
              unauthorized modification of a program or a machine or
              Subcontractor's unauthorized combination, operation or use with
              devices, data or programs not furnished by Company; in addition,
              Company will make all reasonable commercial efforts to obtain for
              Subcontractor a continued right to provide the Services;

         (b)  any claim or action by, on behalf of or related to, any employees
              or personnel of Company (including any Affected Employees hired by
              Subcontractor before such date of hire), including claims arising
              under the Occupational Safety and Health Administration
              requirements or orders, Equal Employment Opportunity Commission
              requirements or orders, National Labor Relations Board or Fair
              Labor Standards Act, or other applicable federal, state or local
              laws or regulations, except to the extent that such losses result
              from Subcontractor's failure to comply with this Agreement and its
              Schedules;

         (c)  any amounts, including but not limited to taxes, interest, and
              penalties, assessed against Subcontractor which are obligations of
              Company pursuant to Section 4.02 hereof;

         (d)  Company's failure to act to minimize Subcontractor's tax liability
              as required under Section 4.02 hereof;

         (e)  any environmental claim arising out of this Agreement, or as a
              result of the Services performed at Company's facilities, unless
              Subcontractor has caused the environmental damage by its own
              actions or omissions or the actions or omissions of its
              subcontractors or by failing to follow guidelines or procedures
              provided by Company; and


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>




         (f)  any losses incurred by Subcontractor as a result of a failure by
              Company to obtain any necessary regulatory approvals applicable to
              its business or any necessary permits, or to comply with any legal
              or regulatory requirements applicable to the performance of the
              Services.

   10.03 Cross-indemnity and Contribution.
         Each Party agrees to contribute to the amount paid or payable by the
         other Party for any and all losses for which such Party is legally
         liable and in proportion to such Party's comparative fault in causing
         such losses, arising in favor of any person, corporation or other
         entity, including the Parties hereto and their employees, contractors
         and agents, on account of personal injuries, death or damage to
         tangible personal or real property in any way incident to, or in
         connection with or arising out of:

         (a)  this Agreement;

         (b)  the Services provided by Subcontractor hereunder;

         (c)  the presence of such Party, its employees, contractors or agents
              on the premises of the other Party; or

         (d)  the act or omission of such Party, its employees, contractors or
              agents.

   10.04 Subrogation.
         In the event that an Indemnifying Party shall be obligated to indemnify
         an Indemnified Party pursuant to Sections 10.01, 10.02, or 10.03, (an
         "Indemnified Party") written notice shall, upon payment of such
         indemnity in full, be subrogated to all rights of the Indemnified Party
         with respect to the claims and defenses to which such indemnification
         relates.

   10.05 Exclusive Remedy.
         The indemnification rights of each Indemnified Party pursuant to
         Sections 10.01, 10.02 or 10.03 shall be the exclusive remedy of such
         Indemnified Party against the other Party with respect to the claims to
         which such indemnification relates; provided that nothing in this
         Section shall be deemed to limit Company's right to terminate this
         Agreement for cause pursuant to Section 13.

   10.06 Indemnification Procedures.

         (a)  If any civil, criminal, administrative or investigative action or
              proceeding (any of the above being a "Claim") is commenced against
              any Party entitled to indemnification under Sections 10.01, 10.02
              or 10.03 (an "Indemnified Party") written notice thereof shall be
              given to the Party that is obligated to provide indemnification
              under such Sections (the "Indemnified Party") as promptly as
              practicable. After 

                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>


              such notice, if the Indemnifying Party shall acknowledge in
              writing to such Indemnified Party that this Agreement applies with
              respect to such Claim, then the Indemnifying Party shall
              acknowledge in writing to such Indemnified Party that this
              Agreement applies with respect to such Claim, then the
              Indemnifying Party shall be entitled, if it so elects in a written
              notice delivered to the Indemnified Party to take control of the
              defense and investigation of such Claim and to employ and engage
              attorneys of its sole choice to handle and defend the same, at the
              Indemnified Party's sole cost and expense. The Indemnified Party
              shall cooperate in all reasonable respects with the Indemnified
              Party and its attorneys in the investigation, trial and defense of
              such Claim and any appeal arising therefrom; provided, however,
              that the Indemnified Party may, at its own cost and expense,
              participate, through its attorneys or otherwise, in such
              investigation, trial and defense of such Claim and any appeal
              arising therefrom. No settlement of a Claim that involves a remedy
              other than the payment of money by the Indemnifying Party shall be
              entered into without the consent of the Indemnified Party, which
              consent will not be unreasonably withheld.

         (b)  After notice by the Indemnifying Party to the Indemnified Party of
              its election to assume full control of the defense of any such
              Claim, the Indemnifying Party shall not be liable to the
              Indemnified Party for any legal expenses incurred thereafter by
              such Indemnified Party in connection with the defense of that
              Claim. If the Indemnifying Party does not assume full control over
              the defense of a Claim, the Indemnifying Party may participate in
              such defense, at its sole cost and expense, and the Indemnified
              Party shall have the right to defend the Claim in such manner as
              it may deem appropriate, at the cost and expense of the
              Indemnifying Party.


XI. LIABILITY

   11.01 General Intent.
         Subject to the specific provisions of this Section, it is the intent of
         the Parties that each Party will be liable to the other Party for any
         damages (including equitable remedies) incurred by the non-breaching
         Party as a result of the breaching Party's failure to perform its
         obligations in the manner required by this Agreement.

   11.02 Direct Damages.
         Each Party's, and each of its subcontractor's, liability for actual,
         direct money damages resulting from failure of such Party to perform
         under this Agreement, regardless of the form of action, and whether in
         contract, tort (including, without limitation, negligence), warranty or
         other legal grounds, will be limited to the 


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.

<PAGE>


         aggregate of the amounts paid under this Agreement in the six (6) month
         period immediately preceding the occurrence. This limitation will not
         apply to and, as appropriate, each Party shall respectively be fully
         responsible at law and equity for:

         (a)  any obligation or failure by Company to pay any amounts due or
              past due and owing to Subcontractor pursuant to the terms of this
              Agreement;

         (b)  either Party's obligation to indemnify the other for losses as
              provided in Sections 10.01, 10.02, 10.03;

         (c)  losses resulting from disclosure of confidential information or
              breach of obligations under Section XVI.

   11.03 Other Damages.
         In no event will either Party have any liability, whether based on
         contract, tort (including without limitation, negligence), warranty or
         any other legal or equitable grounds, for any consequential, indirect,
         incidental, special, punitive or exemplary damages (including lost
         sales or revenue opportunities) suffered by the other Party, arising
         from or related to this Agreement, even if such Party has been advised
         of the possibility of such losses or damages; provided, however, that
         this clause is not intended to prevent either Party from recovering
         amounts owed under Sections 10.01, 10.02 and 10.03 or Subcontractor
         from recovering Termination Charges.


XII. COMPLIANCE WITH APPLICABLE LAWS

   12.01 Compliance with Applicable Laws.
         Subcontractor shall be solely responsible for complying with all
         federal, state and local statutes, ordinances, rules and regulations,
         including but not limited to National Electrical Code, the rules and
         regulations of the Secretary of Labor and the requirements of local
         utilities and common carriers. Subcontractor shall at its own cost and
         expense obtain all licenses and permits and pay all fees and charges
         required to comply therewith. If the Specifications for a Project are
         at variance with any such statutes, ordinances, rules and regulations,
         Subcontractor shall promptly notify Company of such variance in
         writing. Subcontractor shall hold Company and any of its customers and
         affiliates harmless in respect of any violation thereof.


XIII. TERMINATION

   13.01 Termination for Cause.


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>


         Upon written notice either Party may terminate this Agreement, without
         charge to the terminating Party, in the event of a material breach by
         the other. The Parties agree that for purposes of this Section, a
         "material breach" shall include, without limitation, repetitive
         failures by a Party to perform its duties that individually may not
         rise to a material breach, but cumulatively do amount to such breach.
         Without limiting the foregoing, Subcontractor shall be in material
         breach if Company's failure to meet the Performance Standards for
         different categories in consecutive months shall not in itself
         constitute a material breach). However, if Subcontractor can provide
         Company with a reasonable plan to restore the services to the
         Performance Standards, then Subcontractor shall have an additional
         thirty (30) days to bring the Services into compliance. Subcontractor
         may terminate this Agreement only if Company's material breach consists
         of: (i) nonpayment of amounts due to Subcontractor; (ii) breach of its
         obligations as specified in the Schedules or in this Agreement, or
         (iii) failure to provide a safe working environment for Subcontractor's
         personnel performing the Services. The Party seeking termination will
         provide the other Party with sufficient, reasonable written prior
         notice of such material breach and the opportunity to cure same, as
         follows:

         (a)  at least ten (10) days in the event of a failure to pay any
              uncontested amount due and payable under this Agreement when due;

         (b)  at least forty-five (45) days in the event of any other material
              breach.

         If the nature of any nonmonetary breach is such that it would be
         unreasonable to expect a cure within a forty-five (45) day period, the
         breaching Party shall be given an additional fifteen (15) days to cure
         such breach. In the event the material breach is not cured within the
         periods specified above after delivery of the notice, the non-breaching
         Party may terminate this Agreement, which termination shall be in
         writing, as of a date specified in such notice of termination. The
         terminating Party shall have all rights and remedies generally afforded
         by law or equity, subject to the limitations expressed in this
         Agreement.

   13.02 Change in Control.
         Company may terminate this Agreement at any time upon thirty (30) days
         prior written notice if there is a Change in Control of Subcontractor.
         As used in this Section, a "Change in Control" means any transaction or
         series of related transactions after the Effective Date which results
         in (a) a transfer of effective operating control of Subcontractor
         (which, for purposes of this Subsection 13.02 only, shall be defined as
         Subcontractor, Subcontractor's parent company and/or any
         previously-permitted successor of Subcontractor) by one (1) or more
         shareholders of Subcontractor, (b) any sale or purchase of all or
         substantially all of the assets of Subcontractor, or (c) any merger or
         consolidation of Subcontractor with or into a non-affiliated
         corporation or any stock issuance by Subcontractor where more than
         fifty percent (50%) of the outstanding voting 


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.

<PAGE>


         securities (by voting power) of the surviving or resulting corporation
         or the issuer are directly or indirectly controlled by another entity.
         All percentages referenced herein shall be determined on a fully
         diluted basis. The following transactions shall not constitute, or be
         considered in determining, a Change of Control: (i) any acquisition of
         Subcontractor's securities by Subcontractor; or (ii) any acquisition of
         securities by any employee benefit plan or related trust sponsored by
         Subcontractor. In the event of a Change in Control of Subcontractor,
         Subcontractor shall immediately so notify Company in writing and
         Company may at its sole election, which election will be communicated
         to Subcontractor within sixty (60) days after receipt of
         Subcontractor's notice of Change of Control, either (A) consent to such
         Change in Control, in which event this Subsection 13.02 shall
         thereafter apply to the successor corporation, or (B) terminate this
         Agreement without any further obligation or liability to Subcontractor,
         in which event Subcontractor shall reimburse all of Company's
         reasonable expenses (i) to select another provider of the Services
         which are the subject of this Agreement, and (ii) to transition to that
         other provider. Subcontractor shall provide all reasonable support and
         cooperation to Company in effecting the transition to the other
         provider.


XIV. INDEPENDENT CONTRACTOR; EMPLOYEES OF SUBCONTRACTOR

   14.01 Relationship.
         The relationship of Subcontractor and Company shall be that of
         independent contractors. Nothing contained herein shall be construed as
         creating a joint venture, partnership or principal and agent
         relationship between Subcontractor and Company. Subcontractor shall
         make no representations or warranties to any Customer or third party
         purporting to bind Company.

   14.02 No Exclusive Right.
         Subcontractor acknowledges that this Agreement does not grant
         Subcontractor the exclusive right to perform the Services or the
         Unrelated Services for any Customer on behalf of Company and that
         Company or a corporate affiliate may provide or procure services the
         same as, or similar to, the Services and Unrelated Services. Further,
         Subcontractor acknowledges that Company has not represented or
         guaranteed that Subcontractor shall be provided with any specific
         number of projects or any Projects at all.

   14.03 Subcontractor Personnel.
         Personnel furnished by Subcontractor shall be considered for all
         purposes employees of Subcontractor. Under no circumstances shall such
         personnel be considered employees of Company or be entitled to any of
         the rights, benefits or privileges of Company employees. After
         consulting with Subcontractor, Company may request Subcontractor to
         assign a different employee of Subcontractor to a Customer(s) if
         Company deems such employee incompetent 


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.

<PAGE>


         or unacceptable. If an employee is reassigned by Subcontractor at
         Company's request, such employee shall not be assigned again to that
         Customer without the prior written consent of Company.

   14.04 Responsibility for Employees.
         Each Party shall be responsible for the management, direction and
         control of its employees and such employees shall not be employees of
         the other Party. Accordingly, each party shall be responsible for all
         federal, state and local taxes and assessments related to its
         employees, such as social security taxes, unemployment insurance and
         workers' compensation.

   14.05 Control.
         Except where this Agreement expressly provides that Subcontractor will
         perform certain identified Services as agent for Company, the Services
         will be under the control, management and supervision of Subcontractor.


   14.06 Right to Perform Services for Others.
         Except for provisions set forth under Section 9.13, each Party
         recognizes that Subcontractor personnel providing Services to Company
         under this Agreement may perform similar services for others and this
         Agreement shall not prevent Subcontractor from using the personnel
         provided to Company under this Agreement for such purposes.

   14.07 Use of Third Parties to Perform Services.
         Subcontractor may perform its obligations through its Affiliates or
         through the use of agents, subcontractors, or independent contractors,
         provided, however, that (i) Subcontractor shall not be relieved of its
         obligations under this Agreement by use of such Affiliates or
         subcontractors (ii) Subcontractor shall not use specific agents,
         subcontractors or independent contractors to perform the Services at a
         Company site in the event that Company so notifies Subcontractor in
         writing that such specific agents (et al) are not desired by Company,
         where such notification shall not be unreasonably issued, and (iii)
         Subcontractor shall provide Company a list of prospective specific
         agents, subcontractors or independent contractors within thirty (30)
         days of execution of this Agreement.

         Company may request that Subcontractor replace an agent, subcontractor
         or independent contractor that is providing the Services under this
         Agreement for failure of the agent, subcontractor or independent
         contractor to meet the applicable Performance Standards, providing a
         written notice specifying the failure to perform should Subcontractor
         so request. Subcontractor shall promptly investigate the matter and
         take appropriate action, up to and including removal of the individual
         or entity from the project. Subcontractor shall report its findings and
         its proposed action within thirty (30) days, and if Company again, in
         good faith, requests the removal of the agent, subcontractor or


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.

<PAGE>


         independent contractor from the project, Subcontractor shall cause such
         removal. Subcontractor shall bear the expenses associated with removal
         of the agent, subcontractor or independent contractor from the project,
         provided that this is not intended to excuse Company from paying for
         Services properly rendered.

   14.08 Non-Solicitation.
         During the term of this Agreement, neither party shall, directly or
         indirectly, solicit, recruit or hire any employee of the other party
         without the prior written consent of the other party.


XV. ASSIGNMENT

   15.01 Assignment.
         Neither party shall assign any right or obligation under this Agreement
         without the other party's prior written consent. Any attempted
         assignment shall be void, except that either party may assign moneys
         due or become due to it, provided that (a) the assignment party gives
         the other party at least thirty (30) days prior written notice of such
         assignment, and (b) such assignment does not impose upon the other
         party obligations to the assignees, other than the payment of such
         moneys.

         Not withstanding the foregoing, Company may assign this Agreement, in
         whole or in part to any of its affiliates. Upon such assignment and
         assumption of liability thereto by the assignee the assignor shall be
         discharged of any liability under this Agreement.

         Without limiting the generality of the foregoing, this Agreement shall
         be binding upon and shall insure to the benefit of the parties'
         respective successors and assigns.


XVI. CONFIDENTIALITY

   16.01 Confidential Information.
         Subcontractor and Company each acknowledge that the other possesses and
         will continue to possess information that has been created, discovered,
         developed by or provided to it by a Party or a third party, which
         information has commercial value in its business and is not in the
         public domain. Except as otherwise specifically provided by the
         Parties, "Confidential Information" shall mean:

         (a)  all information marked confidential, restricted, or proprietary by
              either Party;


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.

<PAGE>


         (b)  information that is provided orally or visually, provided that the
              disclosing party identifies the information as confidential upon
              disclosure and summarizes the information in a document provided
              to the receiving party no later than ten (10) days after
              disclosure;

         (c)  business information to which the receiving party has access by
              virtue of its performance under this Agreement, whether or not the
              information is marked confidential, restricted, or proprietary,
              and which by its nature reasonably should be deemed to be
              confidential by the receiving party; and

         (d)  all Company data made available to Subcontractor, including
              without limitation Company's customer lists, customer information,
              research information, information regarding business planning and
              operations of Company, and Company's administrative, personnel,
              financial or marketing activities.

   16.02 Obligations.

         (a)  Non-disclosure. Company and Subcontractor will not disclose any
              Confidential Information, except as otherwise specified in the
              Agreement. Company and Subcontractor will each use a level of care
              no less stringent than the level of care reflected in security
              procedures in effect as of the Commencement Date, unless the
              Parties agree otherwise, to prevent disclosing to any entity the
              Confidential Information of the other as it employs to avoid
              disclosure, publication or dissemination of its own information of
              a similar nature. Each Party, upon notice of an alleged breach of
              a confidentiality obligation by its directors, officers,
              employees, consultants, agents, or subcontractors (for purposes of
              this section only, collectively, "subcontractors"), shall also
              enforce fully its rights to prevent disclosure of the Confidential
              Information by such subcontractors. Notwithstanding the foregoing,
              the Parties may disclose such information to their subcontractors
              involved in providing services to Company as follows:

         (i)  the Parties may disclose such Confidential Information as is
              necessary to permit the subcontractor to perform its duties
              hereunder;

         (ii) the disclosing Party has a written confidentiality agreement with
              such subcontractor which is no less restrictive than the
              confidentiality terms of this Agreement;

         (iii) the disclosing Party assumes fully responsibility for the acts or
              omissions of its subcontractor, no less than if the acts or
              omissions were those of the disclosing Party; and


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>


         (iv) the other Party is expressly made a third party beneficiary of the
              confidentiality agreement with such subcontractor, with an
              independent right of enforcement.

  16.03 Agreement Terms.

         Without limiting the generality of the foregoing, neither Party will
         publicly disclose the terms of this Agreement without the prior written
         consent of the other.

  16.04 Limitation on Disclosure and Use.
         Neither Party will:

         (a)  make or permit any use of the Confidential Information of the
              other except as contemplated by this Agreement;

         (b)  acquire any right in or assert any lien against the Confidential
              Information of the other; or

         (c)  refuse to return promptly, provide a copy of, or destroy such
              Confidential Information upon the request of the other Party;
              provided that if such Confidential Information is destroyed, the
              other party shall deliver an officer's certificate to such effect.

         (d)  promptly upon request, the other party shall deliver or destroy
              all Confidential Information it has received from the requesting
              party.

   16.05 Nondisclosure of Terms.
         Neither party shall disclose the terms of this Agreement to any third
         party, including but not limited to making any press announcements,
         without the prior written consent of the other party, except that
         Company may disclose the existence of this Agreement and the
         availability of Subcontractor's Services hereunder.

   16.06 Irreparable Harm.
         The parties acknowledge and agree that the breach of the provisions of
         this Article XVI may subject the other party to immediate and
         irreparable harm not capable of being compensated by monetary damages.
         Accordingly, as between the parties, each party hereby consents to the
         granting of injunctive relief, whether preliminary, temporary or
         permanent in the event of breach of its obligations under this Article
         XVI without proof of actual damages.


XVII.    INSURANCE

   17.01 Insurance.


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>


         Prior to the Effective Date of this Agreement, Subcontractor shall have
         obtained, at its own cost and expense, and on the Effective Date shall
         furnish certificates and copies of the following insurance naming
         Company as an additional insured: (a) Workers' Compensation and other
         related insurance covering Subcontractor's personnel, as prescribed by
         the applicable laws of the state or states in which Subcontractor is
         performing its obligations hereunder; (b) employer's liability
         insurance with limits of at least $1,000,000 per occurrence and
         $1,000,000 in the aggregate; and (c) comprehensive general liability
         insurance including but not limited to contractual liability, products
         liability, completed operations and comprehensive motor vehicle
         liability insurance, with limits of not less than $100,000 for bodily
         injury, including death, to any one (1) person, $1,000,000 per
         occurrence and $1,500,000 in the aggregate and with limits of $300,000
         for property damage per occurrence and $1,500,000 in the aggregate.
         Subcontractor agrees that, between Subcontractor and Company,
         Subcontractor, Subcontractor's insurer(s) and anyone claiming by,
         through, under or in Subcontractor's behalf shall have no claim, right
         of action or right of subrogation against Company based upon any loss
         or liability insured against under the foregoing insurance. All
         policies of insurance for such insurance furnished by Subcontractor
         shall contain a clause or rider stating essentially that: Company is to
         be notified in writing at least thirty (30) days prior to cancellation
         of, any material change in, or renewal refused for, this policy. Such
         insurance provision shall not, in any way, limit Subcontractor's
         liability under this Agreement.

   17.02 Other Insurance.
         If Company requests in writing that other special insurance be included
         in Subcontractor's comprehensive general liability and property
         insurance policy, Subcontractor shall, if possible, include such
         insurance and Company shall pay Subcontractor for the additional cost
         of same.

   17.03 Bonds.
         If required by a Customer or applicable law, Subcontractor agrees to
         obtain at its cost and expense and to furnish Company with copies of
         customary performance or bid bonds.


XVIII. MISCELLANEOUS

   18.01 CHOICE OF LAW.
         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND SHALL BE
         GOVERNED BY THE LAWS OF THE STATE OF XXX*, except provisions relating
         to conflict of laws. Any suit regarding this Agreement must be brought
         in a court of competent jurisdiction in XXX, XXX*.

   18.02 Remedies.

                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>


         Remedies hereunder are cumulative and are not in lieu of any rights or
         remedies that either party may have under any other agreements, or at
         law or equity. Any failure or delay on the part of either party to
         exercise any right, power or privilege hereunder shall not operate as a
         waiver thereof.

   18.03 Notices.
         Any notice, request, instruction or other document to be sent by either
         party shall be in writing and shall be deemed to have been received, if
         sent by certified or registered mail, return receipt requested, or by a
         reputable delivery service which provides proof of delivery. Notices
         shall be sent:

         If to Company:           XXX*



         If to Subcontractor:     VP and General Manager - 
                                  Network Services
                                  TECHFORCE 
                                  5741 Rio Vista Drive 
                                  Clearwater, Florida ..33760

   18.04 Severability.
         Should any part or provision of this Agreement be held to be illegal,
         invalid or unenforceable by any court of competent jurisdiction, or by
         any regulatory agency exercising its valid jurisdiction, the legality,
         validity or enforceability of the remaining parts or provision shall be
         construed to the maximum extent possible to give effect to the intent
         of the parties or if such construction is not possible, the remaining
         provisions of this Agreement shall then be construed as if such
         illegal, invalid or unenforceable provision had not been contained
         herein.

   18.05 Integration.
         This Agreement, together with the Schedules attached hereto and the
         Specifications incorporated herein, constitutes the entire
         understanding and agreement between Company and Subcontractor with
         respect to the subject matter hereof and supersedes all previous
         agreements with respect thereto. In the event of any apparent conflicts
         or inconsistencies between this Agreement or any Schedules or other
         Attachments to it, to the extent possible, such provisions shall be
         interpreted so as to make them consistent, and if such is not possible,
         the provisions of this Agreement shall prevail.

   18.06 No Modification.
         No modification to this Agreement shall be valid unless in writing and
         signed by duly authorized representatives of the parties hereto.

   18.07 No Waiver.


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>


         No waiver by either party, whether expressed or implied, of any
         provisions of this Agreement or of any breach or default of either
         party, shall constitute a continuing waiver of such provision or of a
         waiver of any other provisions of this Agreement.

   18.08 Force Majeure.

         (a)  Neither Party shall be liable for any default or delay in the
              performance of its obligations hereunder:

         (i)  if and to the extent that such default or delay arises out of
              causes beyond its reasonable control, including but not limited to
              the following occurrences to the extent they are beyond the
              reasonable control of the defaulting or delaying Party: acts of
              God, acts of war, earthquakes, fires, floods, terrorism, riots,
              civil disorders, rebellions, strikes, lockouts and labor disputes
              (individually, each being a "Force Majeure Event"); and

         (ii) provided such default or delay could not have been prevented by
              reasonable precautions and cannot reasonably be circumvented by
              the nonperforming Party through the use of alternate source,
              work-around plans or other means.

         (b)  Upon the occurrence of a Force Majeure Event, subject to the
              provisions of Section 18.09 below, the nonperforming Party will be
              excused from further performance or observance of the
              obligation(s) so affected so long as such circumstances caused by
              the Force Majeure Event prevail and such Party uses its best
              efforts to promptly recommence performance or observance of said
              obligation(s). Any Party so delayed in its performance will
              immediately notify the other by telephone (to be confirmed in
              writing within five (5) days of the inception of the Force Majeure
              Event) and describe at a reasonable level of detail the
              circumstances causing such delay.

         (c)  If any Force Majeure Event substantially prevents, hinders or
              delays performance of the Services for more than thirty (30) days,
              then at Company's option:

         (i)  Company may procure such Services from an alternate source and
              Subcontractor will be liable for payment for such Services in
              excess of Subcontractor's charges under this Agreement for up to
              180 days; or


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>


         (ii) This Agreement will terminate as of a date specified by Company in
              a written termination notice to Subcontractor and Subcontractor's
              sole and exclusive remedy shall be payment by Company to
              Subcontractor of any reasonable out-of-pocket expenses directly
              associated with ramp down transition costs.

         (d)  Upon the occurrence of a Force Majeure Event, Subcontractor shall
              implement promptly its disaster recovery plan and provide disaster
              recovery services. The occurrence of a Force Majeure Event shall
              not relieve Subcontractor of its obligation to implement its
              disaster recovery plan and provide disaster recovery services;

         (e)  Except as stated in Section 18.08 above, nothing in this section
              shall limit or otherwise relieve Company's obligation to pay any
              moneys due Subcontractor under the terms of this Agreement,
              provided, however, that if the Parties agree that some discrete
              sub-component of the Services cannot reasonably be provided, the
              Parties will mutually determine an equitable adjustment to the
              charges to adjust for such Force Majeure Event.


   18.09 Compliance with Laws.
         Each party shall comply with all applicable federal, state and local
         laws, rules and regulations applicable to its performance under this
         Agreement.

   18.10 Entire Agreement.
         The terms contained in this Agreement and any Schedule(s) referred to
         herein, which are incorporated into the Agreement by this reference,
         constitute the entire agreement between the parties with respect to the
         subject matter hereof, superseding all prior understandings, proposals,
         and other communications, oral or written. Neither party shall be bound
         by any pre-printed terms additional to or different from those in this
         Agreement that may appear subsequently in the other party's form
         documents, purchase orders, acknowledgments, invoices or other
         communications. This Agreement may only be modified by a writing signed
         by both parties.


IN WITNESS WHEREOF, the parties by their duly authorized representatives, have
executed this Agreement as of the dates set forth below.

         XXX*                     TECHFORCE


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.


<PAGE>




Signature                                    Signature 
         ------------------------------               -------------------------
Title                                        Title 
     ----------------------------------           -----------------------------
Date                                         Date 
    -----------------------------------          ------------------------------


                            CONFIDENTIAL INFORMATION
             Solely for use by employees of XXX* and TECHFORCE with
           a need to know. Not to be disclosed to or used by any other
              person without the prior written permission of XXX*.

         * Indicates information deleted based on an Application for
         Confidential Treatment pursuant to Rule 24b-2 under the Securities
         Exchange Act of 1934 and filed separately with the Securities and
         Exchange Commission.