IMAGE TECHNOLOGY INC.
                             Subcontractor Agreement


     This agreement is entered into and made effective as of August 1,  1996, by
and between Image Technology Inc. (prime  contractor),  a corporation  organized
under the laws of the State of Nevada and having its principal place of business
in  Encinitas,   California  and  NCR  Corporation  (subcontractor)  having  its
principal place of business at Dayton, Ohio.

     1.   Definitions.

          1.1 "Computer hardware" or "Hardware" shall mean the computer hardware
and devices listed on Schedule One,  attached hereto and made a part hereof,  or
such other computer hardware and devices as may be substituted.

          1.2 "User  Documentation"  shall mean all documentation  normally made
available relating to the use of the computer hardware by customer personnel.

          1.3 "Maintenance  Documentation" shall mean all documentation  related
to the  maintenance or servicing of the computer  hardware,  including,  but not
limited to,  maintenance  manuals,  diagnostic and other  maintenance  software,
schematics, interfaces, and communication operation.

          1.4 "Installation Services" shall mean the installation,  set-up, test
and related  services for the computer  hardware  which are required to make the
computer hardware usable by the customer.

          1.5 "Project Management" shall mean the activities normally associated
with coordination and execution of computer hardware projects including, but not
limited to, prepared project plans, status reporting, escalation procedures, and
appropriate communication methods required for successful project completion.

          1.6  "Kiosk  Enclosure"  shall  mean  the  computer  hardware  housing
supplied to produce a device usable by the public including, but not limited to,
the frame structure,  associated electrical and environmental supports,  related
signage and paint, and internal storage facilities.

          1.7 "Customer"  shall mean Image  Technology  Inc.'s end user customer
intended to operate the agreement's related computer hardware.

     2. Term of Agreement. The term of this agreement is for thirty-nine months,
starting  upon the  agreement's  effective  date,  with an option to extend  the
relationship for an additional one years upon the discretion of Image Technology
Inc.

     3. Cancellation  Clause. This agreement may be canceled by Image Technology
Inc. in the event that  subcontractor  performance  associated with Schedule One
activities  is  deemed,  through  written  notice,  by  the  customer  as  being
unsatisfactory and jeopardizes the customer's continuation of their relationship
with Image  Technology Inc.  Subcontractor  shall have forty five days following
notice from the prime  contractor to correct or cure  performance  of activities
deemed to be  unsatisfactory.  This  agreement  may also be canceled  should the
customer  discontinue  funding for the contract  held by Image  Technology  Inc.
which is related to this agreement.
<PAGE>

     4. Payments.  Image Technology Inc. shall make payment to the subcontractor
for  activities  completed  upon customer  acceptance  of activities  related to
Schedule One and within 45 days following  receipt of such notification from the
customer.  In the event of cancellation of this agreement pursuant to section 3,
the prime contractor will not be responsible for payment related to specifically
documented activities with unsatisfactory performance related to Schedule One or
any future Schedule One activities.  Billing is to be in accordance with Section
11 of the attached Schedule One.

     5. Insurance.  Subcontractor  shall maintain  insurance for their equipment
and personnel related to the performance of this agreement.

     6. Shipment and Delivery.  Subcontractor  shall utilize  industry  standard
methods for shipment of computer  hardware.  Packaging should be consistent with
requirements for readily usable computer hardware upon delivery.  Delivery shall
be coordinated  with prime  contractor's  project manager or designee and should
not be disruptive to the customer.

     7. Documentation. Subcontractor shall supply all related user documentation
and maintenance  documentation associated with their activities on Schedule One.
This  documentation  shall  be  delivered  upon  commencement  of  Schedule  One
activities. Electronic and paper versions shall be delivered and quantities will
be  appropriate  for the  related  activities  (i.e.  three  copies for  central
locations versus one per customer branch location).

     8. Installation Services. Subcontractor shall perform installation services
consistent with customer and prime contractor direction. Personnel shall perform
in a professional  and work man like manner such that minimal  disruption to the
customer occurs.

     9.  Compliance  with  Laws.   Subcontractor   shall  perform  Schedule  One
activities  consistent  with  existing  Federal  and  State  regulations.   This
includes,  but is not  limited  to,  related  certifications  (UL,  FCC,  etc.),
maintaining a drug free  workplace,  and operating their business with regard to
nondiscrimination of employees. Direct or indirect discrimination includes race,
color,  religion,  sex,  handicap,  and  national  origin or  ancestry  elements
associated with subcontractor's employment practices.  Notification of violation
of any of these  laws or  regulations  shall be made  immediately  to the  prime
contractor.

     10. Indemnification.

          10.1  Subcontractor  shall defend or settle,  at its own expense,  any
cause of action or  proceeding  brought  against  the  prime  contractor  or the
customer which is based on a claim that the computer hardware,  kiosk enclosure,
or provided  services  infringes any patent,  copyright,  trade secret, or other
proprietary  right and shall  indemnify  and hold the prime  contractor  and the
customer harmless against any and all costs,  expenses and judgments,  including
an award of attorneys' fees, that may be awarded against the prime contractor or
the  customer  as a result  of the  foregoing.  Prime  contractor  will  provide
(1) prompt written notice of the claim; (2) all requested information that prime
contractor possesses about the claim; (3) reasonable cooperation and assistance;
and  (4) sole  authority  to defend or settle  the claim.  Subcontractor  is not
obligated to indemnify prime contractor if the alleged  infringement is based on
the  use  of  the  product  with  other  products  not  furnished   directly  by
subcontractor or if anyone other than subcontractor has modified the product.
<PAGE>

          10.2 Subcontractor  agrees to indemnify,  defend and hold harmless the
prime contractor and the customer,  their officers and employees from all claims
and suits including court costs,  attorneys'  fees, and other expenses caused by
any act or omission of subcontractor or its employees.

     11. Warranty.

          11.1 Subcontractor  warrants that computer hardware,  kiosk enclosure,
and  services  will,  under  normal  use and  service,  be free from  defects in
material and workmanship for a period of 90 days following  customer  acceptance
and will meet currently published or mutually agreed  specifications  during the
term of this  agreement.  Should the  computer  hardware,  kiosk  enclosure,  or
services fail to meet the  warranties of  paragraph 11.1,  the prime  contractor
will  provide   written  notice  during  the  applicable   warranty  period  and
subcontractor shall correct such failure by repair,  replacement,  or adjustment
in a timely manner.  Subcontractor  shall bear all  associated  costs related to
this repair, replacement, or adjustment.

          11.2  THE  WARRANTIES  STATED  ARE IN  LIEU OF ALL  OTHER  WARRANTIES,
WHETHER  EXPRESSED,  IMPLIED OR  STATUTORY,  INCLUDING  BUT NOT  LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE. IN
NO  EVENT  SHALL  EITHER  PARTY  BE  LIABLE  FOR  ANY  SPECIAL,   INCIDENTAL  OR
CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT.

     12.  Confidentiality.  The  terms  of  this  agreement  between  the  prime
contractor and the subcontractor are considered confidential.  The subcontractor
shall not disclose to any private or public concern information  concerning this
agreement   without  prior  written  consent  from  the  other  party.   Related
information  includes  prices,   customer   identification,   computer  hardware
supplied,  services  supplied,  or kiosk  enclosures  supplied  relative to this
agreement.

     13.  Notices.  All  notices  to be made under  this  agreement  shall be in
writing and sent to subcontractor:

                  Mr. Michael Zeitschel
                  NCR Corporation
                  2 Choke Cherry Rd.
                  Rockville, MD 20850

         and addressed to Image Technology Inc

                  Image Technology Inc.
                  4407 Manchester Ave. Suite 103
                  Encinitas, CA 92024

     14.  Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
ANY INDIRECT,  SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS,  ARISING OUT OF
OR RELATED TO THIS  AGREEMENT  OR THE  PERFORMANCE  OR BREACH  THEREOF,  EVEN IF
RESPECTIVE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF.

     15. General.

          15.1 This agreement is the sole agreement between the parties relating
to the subject matter hereof and supersedes all prior understandings,  writings,
proposals,  representations or communications, oral or written, of either party.
This  agreement may only be amended by an instrument  executed by the authorized
representatives of both parties.
<PAGE>

          15.2  This  agreement  shall be  interpreted  in  accordance  with the
substantive  laws of the State of  California.  Both  parties  agree to use good
faith  efforts to resolve any dispute  promptly  and fairly.  If the parties are
unable to resolve a dispute by  negotiation,  both parties agree to submit it to
non-binding  mediation  conducted  by a mutually  selected  mediator  or, at the
option of either party, by the American Arbitration Association ("AAA").

          15.3 Neither this  agreement nor any right or  obligations  it governs
may be assigned or  delegated  by the  subcontractor  without the prior  written
consent  of the  prime  contractor,  which  consent  shall not  unreasonably  be
withheld.

          15.4  Neither  party is liable for failing to fulfill its  obligations
due to acts of God, civil or military authority,  war, riots, strikes,  fire, or
other causes beyond its  reasonable  control,  except for the obligation to make
payments.


                                       IMAGE TECHNOLOGY INC.


                                       By:                                     

                                       Title:                                  

                                       Date:                                   


                                       NCR Corporation


                                       By:                                     

                                       Title:                                  

                                       Date:                                   

<PAGE>

                                  Schedule One

                  Subcontractor Agreement dated August 1, 1996


     1. SCOPE.  This  schedule is related to  supplying  computer  hardware  and
services for the State of Indiana BWC RFP #1 Self Service  Vehicle  registration
Renewal  program.  Unless defined  elsewhere in this Schedule One, the terms and
conditions  within  the  associated  subcontractor  agreement  shall  govern the
delivery of the requested computer hardware and services.

          1.1  Under  the  terms  and  conditions  of  this  Agreement,  and  in
accordance with the provisions of the ITI/NCR  proposal (the  "Proposal")  dated
May 17,  1996,  and in response to the State of Indiana Bureau of Motor Vehicles
Commission  ("Customer")  Request for Proposal #1 ("The RFP"),  NCR  Corporation
("NCR")  and ITI  Corporation  ("ITI")  will  provide  the  hardware,  software,
supplies and services as specified herein.

          1.2 Deliverables Matrix.


Deliverable                                            Responsibility
Printers                                               ITI
Media                                                  ITI
Program Management                                     NCR
All S/W development                                    NCR
Facilities Management                                  ITI
S/W Maintenance                                        NCR
H/W Maintenance                                        NCR
SST installation                                       NCR
Printer installation phase 1-2                         ITI
Printer installation phase 3                           ITI
Customer billing                                       ITI
SST/Field office provisioning                          ITI
Financing                                              N/A

     2. TERM.

          2.1 The initial term of this Agreement  ("Initial Term") will begin on
the  date of  execution  of the  ITI  Subcontractor  Agreement.,  and  will  run
concurrent  with the period of  performance  of ITI's contract with the Customer
unless extended by mutual written agreement of the parties.

     3. HARDWARE, SOFTWARE, SUPPLIES AND SERVICES.

          3.1  Hardware.  All  Hardware  deliverables  shall be as set  forth in
Section 11.

               3.1.1 Delivery Schedule. All NCR equipment will be shipped by NCR
in accordance with ITI instructions  through the designated  program manager and
consistent with the RFP  requirements,  or as the parties may otherwise agree in
writing.  Respective  parties  will be  responsible  for  freight,  shipping and
insurance charges.

               3.1.2 Hardware Integration. ITI will be responsible for providing
all decal  printers for this effort.  ITI will  perform all  necessary  hardware
integration  activities  needed to  integrate  the ITI  printer and the NCR 5665
including:

                    1. Obtain U/L/FCC and any other applicable approvals for the
ITI printer.
<PAGE>

                    2. Supply facia  enclosure  which  surrounds the ITI printer
and NCR 5665 which meets with NCR hardware  operating minimum  requirement.  ITI
will make any necessary  engineering  changes needed to maintain  published 5665
operating environment.

                    3. Supply  environmental  control  unit to be  installed  in
facia enclosure to maintain  published 5665 operating  environment  requirements
for the 5665 as noted above.

                    4.  Jointly  develop  site  preparations  documentation  for
installation of the combined ITI printer and 5665.

                    5. Develop user operator manuals for the ITI printer.

                    6. Develop technical field engineering manual/training guide
for hardware maintenance.

                    7. Supply final technical documentation.

               3.2 Software.  NCR will be responsible for all S/W development as
described in the RFP SOW and includes:

                    1.  Managing  third  party  subcontractors  to  develop  S/W
deliverables.

                    2. Develop S4 interface.

                    3. Develop SST enclosure software interface.

                    4. S/W testing/pilot acceptance testing.

                    5. Provide pricing to cover S/W development/royalty costs.

                    6. ITI is responsible for software escrow and all associated
costs.

               3.3 Media.  ITI will supply all  Printer and 5665 SST  consumable
media for this project.

               3.4 Communications.  ITI will be responsible for the installation
and costs for all network  communications.  ITI will be responsible  for the all
monthly  communications  costs.  The NCR program manager will be responsible for
the  ordering  of SST  communications  lines for phases I of the program and for
each of the 5 blocks requested by the State.

          4. FACILITIES.

               4.1 Facility Operation. ITI will use Professional Data Dimensions
( PDD)  (or  other  qualified  personnel)  and be  responsible  for  all  server
facilities operation. ITI server operation activities will include:

                    1. performing routine reports generation.

                    2. network management.

                    3. reconfiguring network as devices are added.

                    4. resolving network communications problems.
<PAGE>

                    5. performing downstream terminal  loads/software updates as
required.

                    6. updating server software as required.

                    7. general server operation.

                    8. generate customer reports.

                    9. maintain consumable inventory.

                    10. Monitor Gasper or an equivalent network monitor service.

               4.1.1 Leases.  ITI will be responsible  for  negotiating  leasing
arrangements with non Customer  owned/leased  sites where SST/printers are to be
installed.

     5. INSTALLATION.

          5.1 NCR Responsibilities. NCR will be responsible for the installation
of all NCR equipment to operate the proposed system required for Phase I and any
other future NCR supplied  equipment.  NCR will  complete all  installations  in
accordance with Customer  requirements and ITI  instructions,  or as the parties
may  otherwise  agree in  writing.  A site  installation  is  complete  once the
equipment  has been  fully  installed,  tested,  and  certified  operational  by
Customer personnel.

          5.2 Components of NCR  Installation.  Installation  will be limited to
the following functions:

               5.2.1 Scheduling the installation.

               5.2.2 Unboxing the equipment (assist ITI rigger)

               5.2.3 Verifying the equipment is not damaged.

               5.2.4 Install equipment.

               5.2.5 Set up the equipment and run hardware diagnostics.

               5.2.6 Cleaning up and removing packing materials.

               5.2.7 Documenting all work.

               5.2.8 Notifying ITI Manager of progress and completion.

     Installation does not include Field upgrades to equipment,  installation or
assembling  of  component   parts  (except  as  described   above),   or  custom
modification of equipment.

     Installation  assumes that Factura has  performed  all ALCT  activities  at
their staging  location  including  software loading and assembling of the 5665,
and  integration  with the ITI printer  within the Factura  enclosure.  Hardware
installation  quoted is a level of effort for 2 hours in addition to the bundled
5665 installation  pricing. ITI agrees to renegotiate  installation pricing with
the  Customer  if the size of the  integrated  SST/printer  requires  additional
installation time due to site physical constraints such as narrow door ways etc.
ITI will subcontract  with a rigger who will move the integrated  SST/printer to
its installation location.
<PAGE>

     ITI will be responsible  for  installation  and supplying of all standalone
printer  related  hardware  during all phases of the  program.  NCR will  bundle
installation  services  costs  into the  price for  additional  SSTs that may be
optionally purchased as referenced in the RFP.

          5.3 Field  Implementation.  ITI will be responsible  for ensuring that
all prerequisite  work is completed by Customer five days prior to the scheduled
installation   date.   The  NCR  Program   Manager  will  be   responsible   for
notifications,  equipment demand orders,  exception planning,  and contingencies
relating  to  site  surveys,   equipment   deliveries,   equipment   conditions,
installations and necessary paperwork.

          5.4 Site Surveys.  Site surveys will be  co-developed by ITI, NCR, and
the Customer  personnel  from the various site  locations  NCR will conduct site
surveys for all SST/printer installations.  Site surveys will not be required by
NCR for those sites which require only over the counter printer installation.

          5.5 ITI  Responsibilities.  ITI  will  deliver  the  fully  integrated
equipment from the ITI staging facility to the Customer sites in accordance with
the RFP requirements and the NCR installation delivery schedule. The NCR program
manager will manage the site  preparation  activities  performed by the Customer
and by ITI identified  contractors for non customer  locations during all phases
of the contract.  ITI is responsible for installation of all standalone printers
and all user  training for system  components  delivered  during the term of the
contract.

     6. TRAINING. All NCR field personnel will be fully trained at the Technical
Education  Center in Dayton,  Oh. ITI will provide NCR a printer,  environmental
control unit and all required media and consumables at no charge to be installed
at TEC for field engineering training.  NCR will also supply a 5665 for training
purposes.  NCR will provide ITI with a training course template to assist ITI in
developing  courseware  to train  NCR  technicians.  ITI  agrees  to  train  the
designated  NCR  trainers  in the  installation,  troubleshooting,  preventative
maintenance  and operation of ITI supplied  components  and provide all required
documentation  and all  future  training  required  to  accommodate  changes  or
retrofits.

          6.1 ITI Requirements.

               6.1.1 Service Manual.  ITI will supply NCR with sufficient copies
of the  printer  service  manual  (SAMM)  and any  required  updates to meet the
specified documentation requirements for training and maintenance.

               6.1.2  Printer.  ITI will  provide  training  on the printer on a
mutually  agreed  upon  Implementation/Installation  team.  This  training  will
include a complete  service  manual and any related  documentation  necessary to
fully train the Field  personnel.  The level of training will designed to enable
the support people to effectively manage Customer support calls and transfer the
knowledge  to other  members of the support  team;  and to enable the  Technical
Education person to develop a standard training class of NCR Customer  Engineers
who will  support the  Customer,  and to enable the  Implementation/Installation
team  members to  successfully  install  the  equipment  at the  Customer  sites
(including  trouble  shooting  and  problem  resolution)  and to train the other
members of the Implementation/Installation team.
<PAGE>

                    6.1.2.1  Hardware to NCR.  Upon  completion  of the Training
program and Customer  acceptance,  ITI will deliver to the Rockville NCR Support
organization  one complete  printer  assembly This equipment will be retained by
the Rockville NCR Support organization for the life of the project.

                    6.1.2.2  Hardware  to  CTEC.  ITI  will  deliver  to the NCR
Technical Education  organization one printer assembly to be retained by the NCR
Technical Education (CTEC) organization for on-going training during the life of
the project.

     7. MAINTENANCE.

          7.1 Remedial and Preventative Maintenance.

          7.2 ITI Printer Maintenance Pricing. Printer maintenance will be based
on MTBF  information  provided by ITI. NCR has developed the yearly  maintenance
rates  contained  herein  based on the RFP  response  requirements  and ITI MTBF
assumptions  expressed in terms of quantity  and  duration of service  calls per
unit per year. If actual experienced failure rates exceed this basis of estimate
as computed for all of the units installed,  ITI will be charged on an T&M basis
at an hourly  rate per  service  call over the  mutually  agreed  upon  basis of
estimate rate consistent  with the following  formula.  Additional  hourly costs
will be calculated and billed to ITI  quarterly.  NCR will deliver up to 4 hours
of  maintenance  per printer per year.  As an example,  if two printer units are
installed,  and only one unit consumes 6 hours of service in one year, ITI would
not be billed for 2 hours additional service, as the 8 hour (2 units x 4 hours )
maintenance  threshold had not been exceeded.  Maintenance hours not utilized in
their quoted year do not carry over as maintenance  credits towards other years.
All  maintenance  services will be.  governed by the provisions of Section 13 of
this schedule.

          7.3 NCR at  it's  sole  discretion  may  propose  to  negotiate  fixed
hardware  maintenance pricing upon further evaluation as actual reliability data
becomes available.

          7.4 Required Field Retrofits.  ITI will provide NCR with all parts and
documentation  required to complete  any field  retrofits  that may be necessary
during the  contract  period ITI will be billed the agreed  upon  hourly rate to
have NCR complete the retrofits.

          7.5 Spare Consignment Parts Processing.

               7.5.1 NCR will provide all necessary spare parts for NCR supplied
equipment  at a level  sufficient  to maintain  the  contract  requirements  for
response times.

               7.5.2  ITI  will  provide  NCR  with  spare  parts  and  required
components on a consignment basis at mutually agreed upon sparing levels for all
ITI supplied equipment.

               7.5.3 Spare parts kits will be  replenished  by ITI with parts as
they are re- ordered. ITI will bear all shipping and rework expenses.

               7.5.4 Zebra Printers and all spare  components  requiring  rework
will be shipped  back to ITI for repair.  ITI will bear all  shipping and rework
expenses.

               7.5.5  Emergency  spare parts shall be made  available  by ITI if
rework  times fall behind the field  requirements  to meet the  contract  repair
response times ITI will bear all expedited shipping and rework expenses.
<PAGE>

               7.5.6 NCR will maintain  inventory records of all consigned parts
and  provide  tracking  of field  repair  incidents  and  reporting  to ITI on a
quarterly basis. This report will be utilized to make periodic  revisions to the
sparing levels.

               7.5.7 Spare Parts Kit Definition.  A fully configured ITI printer
will be located in the Indianapolis sparing facility in addition to two complete
spare parts kits. The remaining three sparing locations (Evansville,  Ft. Wayne,
Cocamo/Gary) will be supplied with one spare parts kit each. The spare parts kit
definition  will be reevaluated as required with State of Indiana input and with
consideration for latest engineering version of the ITI printer. ITI spare parts
kits will contain the following parts:

     Zebra printer assembly
     Applicator module
     Power supply
     Cables
     Environmental control unit
     Additional major subassemblies as mutually agreed upon
     Valley printer interface units

     8. SERVICE.

          8.1  General  Requirements.  NCR  will  provide  Level I and  Level II
support and service as required  to support the  Customer  for the System.  This
support and service  shall be for all hardware and  software  including  that of
ITI, NCR and third parties.  NCR will also service the operating  system and all
application software.  This includes hardware replacement,  subsequent reload of
software  and  confirmation  that the  application  software is again  operating
properly.

          The  Application  development  subcontractors  for this  program  will
provide all Level III support and service as well as any additional  support and
service required. Level III support activities will include developing fixes for
identified  software  "bugs",  assisting  in problem  diagnosis,  and  supplying
interim work around solutions until permanent fixes are installed. Additionally,
ITI Level III support will include  assisting in problem diagnosis and supplying
interim work around  solutions for all ITI provided  hardware.  An ITI Level III
analyst will respond to trouble calls initiated by NCR personnel in a time frame
which will allow NCR to meet the  Customer's  response  time  requirements.  Any
delays  due to  ITI's  failure  to  respond  to NCR in a timely  manner  or time
utilized by ITI which is  excessive  when  compared to the other  subcontractors
response times to resolve the trouble call shall not be assessed against the NCR
response time requirement.

          8.2 Specific Support Components.

               8.2.1 Service calls will be generated by State of Health messages
automatically  through the Gasper network  management  system or server software
module with equivalent network management functionality as described in the RFP.
State of Health error  messages  requiring the dispatch of an NCR field engineer
will  be  documented  and  mutually   agreed  upon.  Over  the  counter  printer
maintenance calls will be placed by the customer or by the facilities management
point of contact who will contact NCR dispatch for field engineering  support if
a dispatch is needed.

          NCR  will  provide  all  tier  II  call  service   support   including
troubleshooting  and diagnostics via a manual  toll-free  service help desk. All
other help desk support shall be in  accordance  with normal  Customer  business
hours. NCR will internally  rotate calls to the Level II/Level III resources who
will in turn dispatch  Field  engineers or escalate the problem to ITI Level III
for resolution.
<PAGE>

               8.2.2  NCR will  provide  all  on-site  remedial  and  preventive
maintenance for all equipment.  The Field engineer will obtain necessary service
parts from the NCR parts logistics system, coordinate response with the customer
including  estimated time of arrival on site,  resolve the problem and close the
call.

               8.2.3  NCR will  provide  all  necessary  spare  parts  planning,
logistics  support,  and  computerized  accountability  systems to  support  the
necessary  parts  deployment.  ITI will approve all  inventory  levels for these
depots. NCR will provide  procedures  governing the ordering and return of parts
so as to ensure accountability.

               8.2.4  NCR  will  provide  all NCR  supplied  spare  parts  at no
additional  cost to ITI and ensure  that proper  stock  levels at the depots are
maintained. ITI will supply and consign to NCR all required ITI parts.

               8.2.5 NCR will provide all necessary  training and  documentation
to support  the Field  engineers  and Level  I/II  support  engineers.  NCR will
maintain the necessary documentation as required. ITI will provide necessary ITI
technical and hardware updates to NCR.

               8.2.6 NCR will  participate  in  periodic  reviews  to report and
discuss  service  performance.  These reports shall include.  but be limited to,
number of calls received by each service  location,  response time, repair time,
and parts used in effecting  repairs.  The  frequency  of these  reviews will be
mutually agreed upon.

     9. CHANGE CONTROL PROCEDURE.

          9.1 Change  Control  Process.  The "Change  Control  Process"  governs
changes to the Project  scope and  deliverables  during the life of the Project.
The  purpose  of  this  process  is to  coordinate  and  properly  document  the
development,  installation  and  evaluation  of new features  and  functionality
during the  Project.  The process  will apply to new Project  components  and to
enhancements of existing Project components.  The Change Control Process will be
implemented  from the start of the  Project  and will  continue  throughout  the
Project's duration.

          9.2  Change  Request.  A  "Change  Request"  will be the  vehicle  for
communicating  any desired changes to the Project Manager for the other party in
the format identified in Attachment A attached hereto.

               9.2.1  Review.  Both NCR and ITI will review the proposed  Change
Request  and either  approve it for  further  study or reject it. The amount and
payment of the costs of further  study,  if any, will be agreed upon by both NCR
and ITI. The results of the study will be used to determine  the effect that the
implementation of the Change Request will have on the Project cost and schedule.

               9.2.2 Sign.  Once the parties have evaluated the Change  Request,
NCR and ITI will complete and sign a Change Request Evaluation  Response Form in
the format identified in Attachment B attached hereto.

               9.2.3  Presentation  to  Customer.  ITI will  submit  the  agreed
changes to Customer for approval.
<PAGE>

     10. MANPOWER.

          10.1  Program  Management.  NCR will provide  level of effort  Program
management  for both phase I and each of the 5 blocks  requested by the Customer
as specified below:

          1 Technical  program  manager  for 6 months to manage S/W  development
          effort.

          Program manager for .75 man years to manage Pilot and phase I rollout.

          1 Program  manager for .25 man years to manage the  implementation  of
          systems  identified in each of 5 purchase blocks,  additional  program
          management services may be purchased from NCR upon request.

     11. RATES AND PAYMENT.

          1. NCR agrees to not to participate in transaction  revenue  splitting
for the  base  contract  deliverables  and will  invoice  ITI  according  to the
following terms. The transaction revenue sharing split described in Section 11.1
will be used for incremental revenue opportunities that may be realized over the
course  of the  contract.  Incremental  revenue  opportunities  refers  only  to
opportunities  related to the self service vehicle  registration renewal project
scope within the ITI/State of Indiana contract.

          2. NCR will  invoice  ITI for the total  Phase I price in three  equal
33.333% increments.  Invoices will be submitted to ITI on,  September 30,  1996,
November 30, 1996 and upon Customer acceptance during Ql 1997.

          3.  Phase I pricing  includes  all  hardware,  software,  maintenance,
program  management,  system  development,  associated back office hardware,  11
NCR/ITI SSTs, and  maintenance  for 100 ITI stand alone printers as set forth in
this document. Please refer to attached price matrix (Rev 4) for Phase I prices.

          4.  Pricing  has  also  been  provided  for  each of the 5  blocks  of
equipment. This pricing includes pricing for 5 NCR/ITI SSTs associated hardware,
software,  installation and  maintenance,  in addition to maintenance for 39 ITI
stand  alone  printers  and  90  days  of  program   management  to  manage  the
implementation  of these  systems.  Block pricing has been  established  for the
quarter that the  equipment is to be installed.  ITI will be invoiced  after the
systems  have been  installed  and  accepted by the  Customer.  Please  refer to
attached price matrix (Rev 4) for Block 1-5 prices.

          5. Pricing for  additional  5665/ITI SSTs over the 36 units  specified
has been submitted based on the quarter that the unit is installed. This pricing
is consistent  with the pricing  submitted for the 5 blocks.  Price includes NCR
hardware, software, maintenance,  installation and program management to perform
the implementation. ITI will be invoiced upon system acceptance.

          6. Pricing for additional stand alone ITI printer maintenance over the
306 units  required  has been  submitted  based on the quarter  that the unit is
installed.  This  pricing is  consistent  with the pricing  submitted  for the 5
blocks.  Price  includes  NCR hardware  maintenance  pricing  only.  ITI will be
invoiced upon system implementation.

          7. All hardware and  software  maintenance  will be billed one quarter
(90 days) in  advance  on the first day of each  quarter  of the  current  year.
Maintenance  billing for products  installed  during a quarter will be billed on
the first day of the following  quarter.  For example,  for a printer  installed
during  February,  an invoice for 5 months of maintenance  would be generated on
April 1,  and consist of two months maintenance in arrears plus 3 months prepaid
maintenance.

          11.1 Optional Transaction Revenue  Opportunities  Proposed Transaction
Revenue  Split  terms for  additional  revenue  beyond the scope of the  current
contract for incremental revenue opportunities described in 11.0.1 are set forth
below. Paragraphs 11.1.1-4 will be used only if NCR is to participate in revenue
sharing on a per transaction basis;  otherwise,  payment terms specified in this
Schedule apply:
<PAGE>

               1. NCR will  provide  to ITI a firm  fixed  bid price for all NCR
deliverables  provided under this agreement expressed as a revenue percentage of
each  transaction  for the minimum  number of guaranteed  transactions  and as a
price per minimum number of guaranteed transactions. The revenue percentage will
be used in case the price is different  after the minimum number of transactions
is reached.  and will be calculated according to the formula set forth in item 4
below.

               2.  Resulting  revenue % or fixed price per  transaction  will be
credited to each team member as part of any customer billable  transaction.  For
example:

               3. If the NCR firm fixed  price  quote for the  optional  work is
valued at $6 million and the total proposal value is $10 million, and 10 million
is the minimum  guaranteed  number of  transactions as described in the Customer
submitted pricing volume.  Then 10/6 = 60% of each transaction revenue generated
is due to NCR or $.60 per  transaction  for the 10  million  minimum  number  of
transactions. If the minimum guaranteed number of transactions bid is 10 million
transactions,  this would yield $1.00 price per  transaction to the customer and
$.60 revenue per transaction to NCR.

               4.  The  following  calculation  will be used  to  calculate  the
revenue  split  ratio to NCR,  for any  add-on  revenue  marketed  through  this
contract  (beyond the scope of work priced in this in this schedule as set forth
in Section 11).

               If Actual revenue  contribution % is = 30 Adjusted revenue split
               credit  % = 5 *  (30%-Actual  revenue  contribution  %) +  Actual
               revenue  contribution  % Else  Adjusted  revenue split credit % =
               Actual revenue contribution %.

               Please  reference the following table for adjusted  revenue split
               credit % values:


Actual Revenue Contribution %                 Adjusted Revenue Split Credit %
           1.00%                                            15.50%
           2.00%                                            16.00% 
           3.00%                                            16.50%
           4.00%                                            17.00%
           5.00%                                            17.50%
           6.00%                                            18.00%
           7.00%                                            18.50%
           8.00%                                            19.00%
           9.00%                                            19.50%
          10.00%                                            20.00%
          11.00%                                            20.50%
          12.00%                                            21.00%
          13.00%                                            21.50%
          14.00%                                            22.00%
          15.00%                                            22.50%
          16.00%                                            23.00%
          17.00%                                            23.50%
          18.00%                                            24.00%
          19.00%                                            24.50%
          20.00%                                            25.00%
          21.00%                                            25.50%
          22.00%                                            26.00%
          23.00%                                            26.50%
          24.00%                                            27.00%
          25.00%                                            27.50%
          26.00%                                            28.00%
          27.00%                                            28.50%
          28.00%                                            29.00%
          29.00%                                            29.50%
          30.00%                                            30.00%
          31.00%                                            31.00%
          32.00%                                            32.00%
          33.00%                                            33.00%
          34.00%                                            34.00%
          35.00%                                            35.00%
         100.00%                                           100.00%
<PAGE>

Add-on NCR revenue  will be  credited  at a prorated  rate of .5% for each 1% of
actual add on revenue contribution that the NCR participates in. For example:

     *    For a 0% actual revenue  contribution  the NCR will receive 15% of any
          add-on revenue per transaction.

     *    For a 15% actual  contribution,  the NCR will  receive  22.5% of any
          add-on revenue per  transaction as a prorated  adjusted  revenue split
          credit.

     *    For a 30%  (prorated  revenue  credit split  break-even  point),  or
          greater actual contribution, the NCR will receive revenue credit as Is
          normally calculated,

     *    Add-on  revenue  pricing  ratios will be  determined as described in
          items 2 and 4.

               11.1.1 Contact Extension Contingency. The parties agree that they
will  negotiate  in good  faith  to  arrive  at a  mutually  agreeable  contract
modification  in the event that the  Customer  contract is extended and that The
State of  Maryland  elects to acquire  ITI AP 2000  Printers  for the MD MVA SST
program.  The Schedule One modification  would provide a revenue bonus to NCR in
addition to the quoted transactional price for the add-on effort.

          11.2 Payment.  Payment  terms will be in  accordance  with the billing
procedure  as set  forth  in  Section  .11 and  Section  4 of the  Subcontractor
Agreement.

     12. FINANCING ARRANGEMENT AND RESPONSIBILITIES.

          12.1 Both parties will be  responsible  for  obtaining  financing  for
their respective areas of responsibility and will maintain adequate insurance on
the capitol equipment while title is vested with them.

     13. WARRANTY.

          13.1 NCR will  perform  its  obligations  under  this  Agreement  in a
professional and workmanlike manner.  NCR's liability to Customer resulting from
the performance of, or failure to perform,  maintenance  service will be limited
to  restoring  the  equipment  covered  by  this  Agreement  to  Good  Operating
Condition.  If NCR is unable  to so  restore  that  equipment,  NCR will  refund
Customer's most recent advance  maintenance payment for the equipment or, in the
case of NCR Designated  Equipment,  NCR may in its  discretion  elect to replace
that NCR  Designated  Equipment.  NCR  DISCLAIMS  ALL  WARRANTIES,  EXPRESS  AND
IMPLIED,  INCLUDING ANY IMPLIED  WARRANTIES OF  MERCHANTABILITY OR FITNESS FOR A
PARTICULAR  PURPOSE  AND  ANY  IMPLIED  WARRANTIES  ARISING  FROM  A  COURSE  OF
PERFORMANCE,  A COURSE OF DEALING, OR TRADE USAGE. NCR DOES NOT WARRANT THAT THE
OPERATION OF THE EQUIPMENT MAINTAINED BY NCR WILL BE UNINTERRUPTED OR ERROR FREE
OR THAT ALL MALFUNCTIONS WILL BE CORRECTED.
<PAGE>
                                  ATTACHMENT A

                               CHANGE REQUEST FORM
                              (Insert Project Name)


Requester Name:                                       

Requester Company Name:                                

Date Requested:                                           

Response Requested By:                                           

Change Requested:

     (The  Requester  should  insert  a  detailed   description  of  the  change
     requested,  the are of the project  plan/schedule  being modified,  and the
     benefits of making the change.)

Estimated Schedule Impact:

     (The Requester  should provide an estimate of how the requested change will
     impact the Project schedule.)

Estimated Cost Impact:

     (The Requester  should provide an estimate of how the requested will impact
     Project costs.)

Change Request Received:

By:                                                                 

Company:                                                            

Date:                                                            

Change Request Noh.:                                  
<PAGE>
                                  ATTACHMENT B

                               CHANGE REQUEST FORM
                            EVALUATION RESPONSE FORM


Change Request No.:                                  

Requester Name:                                      

Review Date:                                         

Request No. _____ has been:   _____ accepted without changes

                              _____ accepted with modifications (see below)

                              _____ rejected

Modifications to Change Request:

     (Insert any changes that are made to the original  Change  Request.  Ensure
     that, whether or not modified,  the Change Request as accepted  identifies,
     in detail,  the changes to the Project  scope,  deliverables,  schedule and
     costs.)

Schedule Revision:

     (Insert new dates or attach revised  project  plan/schedule  which show the
     impact of the Change Request, if any.)

Cost Revision:

Additional Cost:                    $________________          
Party Responsible for Cost:          ________________    
Additional Cost Payment Due Date:    ________________    
Acceptance Criteria/Deliverables     ________________     
<PAGE>
<TABLE>
                Year 1   Year 1   Year 1   Year 1   Year 2   Year 2   Year 2   Year 2
<S>            <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>

CLIN .........5/1-11/1 11/1-2/1  2/1-5/1  5/1-8/1 8/1-11/1 11/1-2/1  2/1-5/1  5/1-8/1

Phase 1
              QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain
Block 1 ......      16       15       14       13       12       11       10        9
Block 2 ......      16       15       14       13       12       11       10        9
Block 3 ......      16       15       14       13       12       11       10        9
Block 4 ......      16       15       14       13       12       11       10        9
Block 5 ......      16       15       14       13       12       11       10        9

Addl 5665 ....      16       15       14       13       12       11       10        9

Addl Ap2100 ..      16       15       14       13       12       11       10        9

                Year 1   Year 1   Year 1   Year 1   Year 2   Year 2   Year 2   Year 2
CLIN .....    5/1-11/1 11/1-2/1  2/1-5/1  5/1-8/1 8/1-11/1 11/1-2/1  2/1-5/1  5/1-8/1

Phase 1 ..   2,451,349

Block 1 ..     365,757  357,052  348,337  339,622  334,033  325,318  316,603  307,888
Block 2 ..     365,757  357,052  348,337  339,622  334,033  325,318  316,603  307,888
Block 3 ....   365,757  357,052  348,337  339,622  334,033  325,318  316,603  307,888
Block 4 ....   365,757  357,052  348,337  339,622  334,033  325,318  316,603  307,888
Block 5 .....  365,757  357,052  348,337  339,622  334,033  325,318  316,603  307,888

Addl 5665 ...   47,582   46,582   45,778   44,973   44,169   43,364   42,659   41,755

Addl Ap2100 ...  2,208    2,070    1,952    1,794    1,656    1,518    1,380    1,242
(H/W maint.)



                Year 3   Year 3   Year 3   Year 3   Year 4   Year 4   Year 4   Year 4
CLIN .........8/1-11/1  1/1-2/1  2/1-5/1  5/1-8/1 8/1-11/1 11/1-2/1  2/1-5/1  5/1-8/1

Phase 1
              QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain
Block 1 ......       8        7        6        5        4        3        2        1
Block 2 ......       8        7        6        5        4        3        2        1
Block 3 ......       8        7        6        5        4        3        2        1
Block 4 ......       8        7        6        5        4        3        2        1
Block 5 ......       8        7        6        5        4        3        2        1

Addl 5665 ....       8        7        6        5        4        3        2        1

Addl Ap2100 ..       8        7        6        5        4        3        2        1

                Year 3   Year 3   Year 3   Year 3   Year 4   Year 4   Year 4   Year 4
CLIN .....    8/1-11/1 11/1-2/1  2/1-5/1  5/1-8/1 8/1-11/1 11/1-2/1  2/1-5/1  5/1-8/1

Phase 1 ..   

Block 1 ..     302,454  293,739  285,024  276,309  271,039  262,324  253,610  244,895
Block 2 ..     302,454  293,739  285,024  276,309  271,039  262,324  253,610  244,895
Block 3 ....   302,454  293,739  285,024  276,309  271,039  262,324  253,610  244,895
Block 4 ....   302,454  293,739  285,024  276,309  271,039  262,324  253,610  244,895
Block 5 .....  302,454  293,739  285,024  276,309  271,039  262,324  253,610  244,895

Addl 5665 ...   40,950   40,146   39,341   38,537   37,732   36,927   36,123   35,315

Addl Ap2100 ...  1,104      966      828      690      552      414      278      138
(H/W maint.)
</TABLE>