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Agreement for Systems Operations Services - Dean Witter, Discover & Co. and Advantis

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                    ADVANTIS / DEAN WITTER, DISCOVER & CO.
               AMENDED AGREEMENT FOR SYSTEMS OPERATIONS SERVICES

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      This Amended Agreement for Systems Operations Services ("Amended 
Agreement"), dated as of January 1, 1996, is by and between Dean Witter, 
Discover & Co., a Delaware corporation having a place of business at Two World 
Trade Center, New York, NY 10006 ("DWD"), and Advantis, a New York general 
partnership having its principal place of business at 231 North Martingale 
Road, Schaumburg, Illinois, 60173-2254 ("Advantis").  DWD and Advantis 
(collectively, the "Parties" and each, a "Party") agree that the following 
terms and conditions will apply to services provided by Advantis under this 
Amended Agreement.


                               TABLE OF CONTENTS


Background and Objectives..................................................  4

Definitions, Documents and Term............................................  5

Advantis Responsibilities.................................................. 10

DWD Responsibilities....................................................... 20

Charges and Expenses....................................................... 21

Invoicing and Payment...................................................... 25

[     *     ]............................................................[ * ]

Confidentiality/Data Security.............................................. 28

Termination................................................................ 30


-----------------------------
[*] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
<PAGE>
 
Liability.................................................................. 34

Warranty................................................................... 35

Indemnities................................................................ 38

Insurance and Risk of Loss................................................. 43

Publicity.................................................................. 43

Dispute Resolution......................................................... 44

General.................................................................... 45

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<PAGE>
 
                               LIST OF EXHIBITS

Exhibit 1   Data Network

Exhibit 2   Information Processing Systems and Services (IPSS)

Exhibit 3   Voice Network

Exhibit 4   Charging Methodology

Exhibit 5   Performance Standards

Exhibit 6   Advantis Software, DWD Software and Supported Software; Proprietary 
            Products

Exhibit 7   Special Services Agreements

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<PAGE>
 
1.    BACKGROUND AND OBJECTIVES

      DWD and Advantis desire to amend and restate the Master Agreement for 
Systems Operations Services between the Parties dated as of November 30, 1992 
(the "Master Agreement").  This amended and restated document does not 
terminate that Master Agreement, but only conforms the terms and conditions to 
the revised business arrangement.  The rights and responsibilities of the 
Parties from and after the Amended Agreement Commencement Date shall be defined 
solely by this Amended Agreement; the rights and responsibilities of the 
Parties prior to the Amended Agreement Commencement Date shall be defined 
solely by the Master Agreement.  Under this Amended Agreement, Advantis will 
continue to perform those Services it provided to DWD under the Master 
Agreement prior to the Amended Agreement Commencement Date in a manner 
consistent with prior practice between the Parties and with at least the same 
levels of quality as Advantis performed under the Master Agreement prior to the 
Amended Agreement Commencement Date.  The charges for all activities necessary 
for Advantis to meet this commitment are included in the Annual Service 
Charges, in the Voice Services charges set forth in Exhibit 3, or are 
separately indicated as an additional charge under this Amended Agreement 
(e.g., are covered by an ARC/RRC, Direct Charge, SSA or Advantis tariff 
amount).  It is the Parties' intent that any activities or functions that were 
performed by Advantis at no additional or separate charge to DWD prior to the 
Amended Agreement Commencement Date under the Master Agreement will continue to 
be performed by Advantis under this Amended Agreement at no additional or 
separate charge to DWD.  The Parties acknowledge and agree that the Direct 
Charge items set forth in Exhibit 7 may not be a complete listing of all 
special bid types of services being provided to DWD by Advantis as of the 
Amended Agreement Commencement Date, and that there may be some services 
currently provided by Advantis to DWD for which no formal documentation exists, 
and thus reference to which is not included in Exhibit 7.  The Parties shall 
work together to formalize in writing all such special bid service arrangements 
as soon after the Amended Agreement Commencement Date as possible, but no later 
than ninety (90) days after the Amended Agreement Commencement Date; however, 
in the interim, Advantis shall continue to provide such services to DWD 
according to the business arrangements (same scope of service for same charge) 
existing just immediately prior to the Amended Agreement Commencement Date, 
unless the Parties mutually agree otherwise.  Except as stated in the prior two 
sentences, any charges for Services to be charged to DWD by Advantis under this 
Amended Agreement must be expressly stated.

      a)    This Amended Agreement shall serve as the basic terms and 
            conditions for Services performed by Advantis for DWD.  

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<PAGE>
 
      b)    In the event of any inconsistency or conflict in the provisions of 
            the respective documents applicable to the provision of the 
            Services, the order of precedence shall be:

            1)    this Amended Agreement; and

            2)    the Exhibits attached to this Amended Agreement.

2.    DEFINITIONS, DOCUMENTS AND TERM

2.1   GENERAL DEFINITIONS

      As used in this Amended Agreement, the following terms shall have the 
meanings set forth below.

      a)    "Additional Resource Charge" or "ARC" means the charge for 
            additional utilization of Resource Units above the applicable 
            Monthly Baseline and associated Deadband, if any, for a specific 
            Individual Service Element.

      b)    "Affiliate" means, with respect to a Person, any other Person at 
            any time Controlling, Controlled by or under common Control with, 
            such Person.

      c)    "Annual Revenue Commitment" shall have the meaning set forth in 
            Exhibit 4.

      d)    "Annual Service Charge" or "ASC" means the annual fixed charge to 
            DWD for each Contract Year of the Term for Advantis' providing to 
            DWD the Data Network and IPSS Services.  There are two separate 
            Annual Service Charges:  the Data Network Annual Service Charge and 
            the IPSS Annual Service Charge.

      e)    "Applications Software"  means those programs and programming, 
            including all supporting documentation and media, that perform 
            specific user-related data processing and telecommunication tasks, 
            and which are being run, as of the Commencement Date, by Advantis, 
            and which will be run by Advantis on and after the Commencement 
            Date.  Applications Software does not include DWD Software.

      f)    "Audit Notice" shall have the meaning set forth in Section 12.7 
            (a).

      g)    "Baseline" means the specific quantity and level of Resource Units 
            of a particular Individual Service Element which is being provided 
            to DWD by Advantis and which is included in an Annual Service 
            Charge.

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<PAGE>
 
      h)    "Baseline Adjustment" means a change made to a specific Baseline 
            for an Individual Service Element.

      i)    "Claim" shall have the meaning set forth in Section 12.6 (a).

      j)    "Commencement Date" means January 1, 1996.

      k)    "Confidential Information" shall have the meaning set forth in 
            Section 8.1.

      l)    "Control" means the legal, beneficial or equitable ownership, 
            directly or indirectly, of more than 50% of the aggregate of all 
            voting equity interests in such entity.

      m)    "Cost of Living Adjustment" or "COLA" and "COLA Index" shall have 
            the meanings set forth in Section 5.2.

      n)    "Data Center" means the Equipment and Software to be located at an 
            Advantis location.  "Data Center" does not include any DWD 
            Equipment or DWD Software.

      o)    "Data Network" means all Equipment, associated attachments, 
            features and accessories, Software, lines and cabling, including 
            communication controllers, multiplexors, lines and modems/DSUs used 
            to connect and transmit data.  The Data Network does not include 
            DWD Equipment or DWD Software.

      p)    "DWD Equipment" means machines and equipment that are owned or 
            leased by DWD and for which DWD, rather than Advantis, retains 
            financial and administrative responsibility.

      q)    "DWD Locations" means those DWD locations to which Services are 
            provided.

      r)    "DWD Software" means the software and programs owned or licensed by 
            DWD for which DWD, rather than Advantis, retains financial and 
            administrative responsibility.  Subject to Section 7(a), DWD 
            Software is identified in Exhibit 6.

      s)    "End Users" means those individuals within DWD who are users of 
            Services.

      t)    "End User Equipment" means all workstations, terminals, LAN 
            servers, printers and associated peripheral equipment located at 
            DWD Locations.

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<PAGE>
 
      u)    "Equipment" means any machine, its features, conversions, upgrades, 
            elements, licensed internal code, or accessories, or any 
            combination of them provided by Advantis hereunder (including End 
            User Equipment) owned or leased by Advantis and used to provide the 
            Services to DWD.  The term "Equipment" includes Advantis and 
            non-Advantis equipment provided by Advantis.  The term does not 
            include DWD Equipment, as defined above.

      v)    "Force Majeure Event" shall have the meaning set forth in Section 
            16.4 (a).

      w)    "Hazardous Materials" shall have the meaning set forth in Section 
            11.2 (b).

      x)    "Include" and its derivatives shall mean including without 
            limitation.  This term is as defined, whether or not capitalized in 
            this Amended Agreement.

      y)    "Indemnified Party" and "Indemnifying Party" shall have the 
            respective meanings set forth in Section 12.6 (a).

      z)    "Indemnifiable Taxes" shall have the meaning set forth in Section 
            12.7 (b).

      aa)   "Individual Service Element(s)" or "ISE(s)" means a specific type 
            of Service within a Service Category, such as CPU Prime A or 56KB.

      ab)   "Initial Pricing Period" means, for each Service Category, the 
            period from the Commencement Date through December 31, 1999 for 
            which prices are effective.

      ac)   "Losses" means all losses, liabilities, damages and claims 
            (including taxes), and all related costs and expenses (including 
            any and all reasonable attorneys' fees and reasonable costs of 
            investigation, litigation, settlement, judgment, interest and 
            penalties).

      ad)   "Out-of-Pocket Costs" shall mean reasonable and actual 
            out-of-pocket expenses incurred by Advantis for equipment, 
            materials, supplies, or other Services provided to DWD under this 
            Amended Agreement, but not including Advantis' overhead costs (or 
            allocations thereof), administrative expenses or other mark-ups.

      ae)   "Party" or "Parties" shall have the meaning given in the preamble 
            to this Amended Agreement.

      af)   "Performance Standards" means the service levels and performance 
            responsibilities under which the Services

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<PAGE>
 
            will be provided.  The Performance Standards will be described and 
            listed in the attached Exhibit 5.

      ag)   "Person" means any firm, company, corporation, unincorporated 
            association, partnership, trust, joint venture, governmental 
            authority or other entity, or a division of any of the foregoing, 
            or any individual, and shall include any successor (by merger or 
            otherwise) of such entity.

      ah)   "Reduced Resource Credit" or "RRC" means the credit for reduced 
            utilization of Resource Units below the applicable Monthly Baseline 
            and associated Deadband, if any, for a specific Individual Service 
            Element.

      ai)   "Required Consents" means any consents or approvals required for 
            the licensing or transfer to Advantis of the right to use or access 
            any applicable facilities, space, equipment, software or third 
            party services.

      aj)   "Resource Unit" or "RU" means, for each Individual Service Element, 
            a particular unit of resource used to measure Services provided by 
            Advantis pursuant to a particular Baseline.

      ak)   "Services" shall have the meaning set forth in Section 3.1 of this 
            Amended Agreement. 

      al)   "Service Category" means one of the three categories of Services 
            set forth in this Amended Agreement:  Voice, Data Network, or 
            Information Processing Systems and Services ("IPSS").

      am)   "Software" means either of or both Applications Software and 
            Systems Software, as applicable.

      an)   "Special Services Amendment" or "SSA" means agreements entered into 
            between Advantis and DWD which are in response to specific DWD 
            requirements for which the standard Advantis Services are not 
            applicable.  Exhibit 7 includes those agreements executed under the 
            1992 Master Agreement and which continue under this Agreement, 
            unless otherwise mutually agreed.

      ao)   "Supported Software" means Software other than DWD Software, for 
            which Advantis has financial, administrative, operational, and 
            maintenance obligations as set forth in Section 3.7.  Subject to 
            Section 7(a), Supported Software includes the Software so 
            identified in Exhibit 6.

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<PAGE>
 
      ap)   "Systems Software" means those programs and programming, including 
            all supporting documentation and media, that perform tasks basic to 
            the functioning of the data processing and telecommunication 
            equipment and which are required to operate the Applications 
            Software or otherwise support the provision of Services by 
            Advantis.  Systems Software does not include DWD Software.

      aq)   "Tax Claim" shall have the meaning set forth in Section 12.7 (b). 

      ar)   "Tax Indemnified Party" and "Tax Indemnifying Party" shall have the 
            respective meanings set forth in Section 12.7 (a).

      as)   "Term" shall have the meaning set forth in Section 2.4.

      at)   "Termination Assistance" shall have the meaning set forth in 
            Section 9.3 (a).

      au)   "Voice Services" means those voice-related Services generally 
            described in Exhibit 3.

2.2   [INTENTIONALLY OMITTED.]

2.3   ASSOCIATED CONTRACT DOCUMENTS

      This Amended Agreement includes Exhibits 1 through 7 which will be 
updated by Advantis and DWD as necessary or appropriate during the Term in 
compliance with the amendment process set forth in Section 16.3.  In the 
context of this Amended Agreement, as of the Commencement Date, Schedules A 
through E of the Master Agreement are superseded and no longer in force.

2.4   TERM

      The term of this Amended Agreement will begin as of 12:01 a.m. on the 
Commencement Date and will end as of 12:00 midnight on December 31st 2002 (the 
"Term"), unless earlier terminated or extended, in whole or in part, in 
accordance with this Amended Agreement.

2.5   RENEWAL AND EXPIRATION

      a)    Advantis agrees to notify DWD in writing whether it desires to  
            renew this Amended Agreement and of the proposed prices and terms 
            to govern such renewal not less than 18 months prior to the 
            expiration of the Term.  If Advantis so notifies DWD that it 
            desires to renew this Amended Agreement, DWD agrees to inform 
            Advantis in writing whether it desires to renew not

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<PAGE>
 
            less than 12 months prior to the expiration of the Term.  Failure 
            by either Advantis or DWD to provide notice at the time specified 
            above shall be deemed to be notice of intent not to renew this 
            Amended Agreement.  If either DWD or Advantis does not wish to 
            renew this Amended Agreement, it shall expire at the end of the 
            Term. If both Advantis and DWD desire to renew this Amended 
            Agreement but are unable to agree upon renewal prices, terms and 
            conditions no later than six months prior to the expiration of the 
            Term, DWD may elect to extend this Amended Agreement for one year 
            at the prices, terms and conditions in effect during the last year 
            of the Term.  If Advantis and DWD are unable to reach agreement on 
            renewal during such extension period, if any, this Amended 
            Agreement will expire at the end of such extension period.

      b)    In the event of a failure to renew this Amended Agreement as 
            described in paragraph (a) above, if DWD elects to solicit bids or 
            proposals from competitive providers for the performance of any or 
            all of the Services, DWD agrees to provide Advantis with the same 
            proposal requirements and information, access to facilities and 
            pertinent personnel and other notices and materials as provided to 
            other potential vendors, and treat Advantis as it treats the other 
            potential vendors in the proposal or bidding process.

2.6   REQUIRED CONSENTS

      DWD shall be responsible for obtaining any and all Required Consents 
necessary to enable Advantis to use DWD Software and DWD Equipment.  DWD shall 
bear the costs, if any, of obtaining all of its Required Consents described 
above.  In the event that any Required Consent is not obtained, then unless and 
until such Required Consents are obtained, Advantis and DWD shall cooperate 
with each other in achieving a reasonable alternative arrangement for DWD to 
continue to process its work with minimum interference to its business 
operations.

3.    ADVANTIS RESPONSIBILITIES

3.1   GENERAL

      a)    Advantis will provide those services listed in this Section 3, 
            those described in Exhibits 1 through 3 and 7 (SSAs), and those 
            implied or necessary to deliver such services, unless specifically 
            excluded from the Advantis responsibilities (each such service a 
            "Service" and in sum, the "Services").  The Parties anticipate and 
            expect that technology will evolve and advance over the Term and 
            that this will require

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<PAGE>
 
            evaluation and, if warranted based on the evaluation, testing and 
            piloting of technologies, methodologies and tools that are 
            different from those in use as of the Commencement Date.  As 
            applicable to the Services and consistent with industry practice, 
            Advantis shall be responsible for such tasks and will offer, 
            subject to the mutual agreement of the Parties with respect to 
            scope, quality and price, such technologies, methodologies and 
            tools to DWD.  Exhibits 1 through 3 and 7 are not meant to be an 
            exclusive listing of the services Advantis may provide or is 
            capable of providing, and the Exhibits will be amended as new 
            services are offered by Advantis and accepted by DWD.

      b)    As of the Commencement Date, Advantis will provide the Services to 
            DWD, DWD's Affiliates, and to the clients of all such entities who 
            receive Services; provided that (i) DWD shall remain Advantis' sole 
            point of contact with respect to the Services, except that for 
            specific technical issues Advantis may work directly with the 
            appropriate technical liaison within an Affiliate of DWD as 
            designated by DWD, (ii) DWD shall remain responsible for payment of 
            all such Services as though provided to DWD itself, and (iii) DWD 
            shall be solely responsible for the fulfillment of all obligations, 
            terms, and conditions under this Amended Agreement.  For purposes 
            of this Amended Agreement, references to DWD in its capacity as a 
            beneficiary or recipient of services are to be read as references 
            to DWD and the entities referenced in this Section 3.1 (b), and 
            Services provided to such entities will be deemed to be Services 
            provided to DWD.

3.2   INFORMATION PROCESSING SYSTEMS AND SERVICES

      Advantis will provide the following as requested by DWD:

      a)    Processing Services;

      b)    DASD Storage Services;

      c)    Tape Storage Services;

      d)    Printing Services;

      e)    Microfiche Services

      f)    Help Desk Support Services;

      g)    Distributed Processing Services;

      h)    Contingency (disaster recovery) Services;

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      i)    Application Support Services;

      j)    Information Processing Services (charged as Direct Charges);

      k)    Consulting and Project Management Services; and

      l)    Any other commercially available IPSS Service which Advantis offers 
            on or after the Commencement Date.

3.3   DATA NETWORK SERVICES AND VOICE SERVICES

      Advantis will provide the following as requested by DWD:

      a)    Private Line Services;

      b)    Switched Access and Usage Services;

      c)    Transaction Usage Services;

      d)    On-Premises Services;

      e)    Network Services (charged as Direct Charges);

      f)    Voice Services;

      g)    Video Conferencing Services;

      h)    Voice Consulting and Optimizations Services; and

      i)    Any other commercially available Data Network Services or Voice 
            Services which Advantis offers on or after the Commencement Date.

3.4   STANDARDS

      Advantis agrees that its performance of the Services for DWD will meet or 
exceed each of the applicable Performance Standards.  Within 120 days of the 
Commencement Date, the Parties will review the existing Performance Standards, 
Service Level Agreements and Service Level Objectives, including those set 
forth in Exhibit 5, revise them in a manner mutually agreed to by the Parties, 
and document such agreement as a revised Exhibit 5 to the Amended Agreement 
("Amended Agreement Performance Standards" or "AAPS").  The AAPS will 
specifically define a broad range of service levels, a more limited set of 
business-oriented critical service levels, and the measurement methodologies 
associated with the service levels and critical service levels. If Advantis 
breaches a service level it will: (a) report such failure, (b) determine the 
root cause of the problem, and (c) take such action as necessary to promptly 
bring its performance back into conformance with the service level. The critical
service levels agreed to by the Parties will have a specified "lower limit" 
(that will be set below related service levels) and a specified "higher limit" 
(that will be set above related service levels). [*]


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[*] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

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3.5   MANAGEMENT AND CONTROL

      a)    Advantis, with the cooperation and assistance of DWD, will 
            establish operating processes and procedures relating to the 
            performance of the Services.  Such processes and procedures will 
            include change control procedures, scheduling for projects and 
            other operational matters relating to the Data Center, Data Network 
            and Voice Services.  Advantis will furnish a written description of 
            these processes and procedures to DWD for its review and comment, 
            and any reasonable comments or suggestions of DWD will be 
            incorporated therein.

      b)    Within 180 days after the Commencement Date, Advantis and DWD will 
            agree upon an appropriate set of periodic Services-related reports 
            to be provided by Advantis.  In the absence of such agreement, 
            Advantis will provide DWD with the same periodic Services-related 
            reports that Advantis was providing to DWD prior to the 
            Commencement Date.

      c)    Within 60 days after the Commencement Date, Advantis and DWD will 
            mutually agree upon an appropriate set of periodic meetings to be 
            held between representatives of DWD and Advantis.

      d)    In the absence of agreement as to such processes, procedures, 
            reports and periodic meetings as contemplated by this Section 3.5, 
            such functions shall be performed in the manner followed by the 
            Parties prior to the Commencement Date.

3.6   EQUIPMENT

      Advantis will provide the Services using the Equipment.  Additional or 
replacement Equipment, including upgrades, will be added by Advantis to the 
Data Center and Data Network as necessary to perform the Services in accordance 
with the Performance Standards.  For purposes of assigning financial 
responsibility for the Equipment, and for no other purposes, the Parties agree 
as follows:

      a)    Other than with respect to DWD Equipment, financial responsibility 
            for (i) acquisition, lease, and ownership costs for Equipment, 
            including: current and future Equipment, upgrades, enhancements, 
            growth and technology refreshments ("Equipment Capital" costs); and 
            (ii) all costs and expenses related to operational support, 
            including: installation, support, hardware maintenance, disaster 
            recovery of the Equipment, service levels, and moves, adds and 
            changes ("Equipment

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            Operational Support" costs) shall be borne by Advantis and will be 
            recovered by Advantis through the pricing provisions set forth in 
            the Exhibits.

      b)    Other than with respect to DWD Equipment, Advantis shall be 
            administratively and operationally responsible for the Equipment 
            used to provide the Services, including provisioning, staging, 
            configuring, installing, operating, maintaining, upgrading, and 
            enhancing the Equipment, all as set forth in more detail in 
            Exhibits 1 through 3 and 7.

3.7   SOFTWARE

      a)    SUPPORTED SOFTWARE.  Advantis will be financially responsible 
            for (i) acquisition and ownership costs for Supported Software, 
            including: current and future packages, new releases, growth and 
            technology refreshment ("Software Capital" costs); and (ii) all 
            costs and expenses related to operational support, including:  
            installation, support, Software maintenance, and service levels 
            ("Software Operational Support" costs).  Advantis will:  

            1)    operate, maintain and enhance as necessary to perform in 
                  accordance with the Performance Standards, all Supported 
                  Software in the Data Center and Data Network;

            2)    apply preventive maintenance and program temporary fixes to 
                  correct defects in the Supported Software running in the Data 
                  Center and Data Network; 

            3)    provide or obtain new versions and releases, upgrades, 
                  replacements or additional Supported Software as necessary in 
                  order to perform the Services in accordance with the 
                  Performance Standards; and

            4)    operate all Applications Software in the Data Center and Data 
                  Network.

      b)    DWD SOFTWARE.  DWD will be financially responsible for the 
            Software Operational Support and Software Capital costs for DWD 
            Software, including: current and future packages, new releases, 
            support, software maintenance, service levels, growth and 
            technology refreshment.

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3.8   AUDITS

      a)    Advantis will assist DWD in meeting its audit and regulatory 
            requirements, including providing access to the Data Center 
            locations sufficient to enable DWD and its auditors and examiners 
            to conduct appropriate audits and examinations of the operations of 
            Advantis to verify:

            1)    the accuracy of the application of Advantis' charges to DWD; 
                  and

            2)    that Services are being provided in accordance with this 
                  Amended Agreement.

            Such access will require a minimum 72-hour notice to Advantis and 
            will be provided at reasonable hours, provided that any audit does 
            not interfere with Advantis' ability to perform (i) the Services in 
            accordance with this Amended Agreement or (ii) services for any of 
            its other customers, or compromise any reasonable security 
            processes or procedures or the integrity of any information or 
            data.  DWD will make every reasonable effort to coordinate and 
            reach agreement with Advantis regarding the timing and scope of any 
            such audit, and also limit the number, scope and duration of such 
            audits, and otherwise attempt to minimize any disruption to 
            Advantis' business caused by such audit(s).  Further, the initial 
            request for an audit will be directed only to the Advantis Business 
            Controls Department for consideration and processing.  Upon 
            request, Advantis will notify DWD of the appropriate individual(s) 
            within such department who will act as the liaison for audit 
            requests.

      b)    Advantis will provide access only to information reasonably 
            necessary to perform the audit.  In the event Advantis believes 
            that a request from DWD, its auditors or examiners would involve 
            the disclosure of Confidential Information, DWD agrees that its 
            auditors and examiners will be required to execute an appropriate 
            confidentiality agreement before receiving such Confidential 
            Information.  In no event shall Advantis allow DWD, its auditors or 
            examiners access to (i) other Advantis customers' proprietary data 
            or information, or (ii) Advantis' proprietary data and systems 
            (other than the proprietary data and systems described in (a) (1) 
            and (2) above as they specifically relate to DWD).  Advantis will 
            also provide reasonable assistance to DWD's employees, auditors, or 
            examiners in testing DWD's data files and programs, including 
            installing and running audit software.  Following any

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            such audit, DWD shall conduct or request its auditors and examiners 
            to conduct an exit conference with Advantis to obtain factual 
            concurrence with any issues identified in the audit.  Advantis and 
            DWD shall meet to review each audit report promptly after the 
            issuance thereof and to mutually agree upon the appropriate manner, 
            if any, in which to respond to the changes suggested by the audit 
            report.

      c)    In connection with such audits, in the event DWD requests Advantis 
            to make changes or take other actions necessary in order to 
            maintain compliance with applicable laws or regulations (other than 
            those changes or actions required due to a breach of Advantis' 
            obligations, in which event the costs associated with such change 
            shall be Advantis' responsibility), Advantis agrees to make any 
            reasonable changes and take other reasonable actions which are 
            necessary in order to maintain compliance with applicable laws or 
            regulations.  DWD may submit additional findings or recommendations 
            to Advantis for its consideration and Advantis shall consider such 
            findings.

      d)    If an audit or examination reveals that Advantis' invoices are not 
            correct, and:

            1)    If the aggregate invoice amount in error is a net credit to 
                  DWD equal to or less than [  *  ] Advantis shall promptly 
                  pay that net credit amount to DWD, without interest, and DWD 
                  shall pay the cost of the audit.

            2)    If the aggregate invoice amount in error is a net credit to 
                  DWD of more than [  *  ], Advantis shall promptly pay that 
                  net credit amount, without interest, and shall further 
                  reimburse the reasonable cost of the audit to DWD.

            3)    If the aggregate invoice amount in error is a net credit to 
                  Advantis equal to or less than [  *  ], DWD shall pay the 
                  cost of the audit without any further obligation to pay the 
                  amount of such credit to Advantis.

            4)    If the aggregate invoice amount in error is a net credit to 
                  Advantis of more than [  *  ], DWD shall promptly pay to 
                  Advantis, without interest, that


-----------------------------
[*] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

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<PAGE>
 
                  net credit amount less the reasonable cost of the audit.

3.9   DISCLAIMER OF RESPONSIBILITIES

      Unless otherwise agreed to in writing, Advantis shall have no obligation 
to:

      a)    provide data, data entry, or database management or coordinate such 
            activities with its systems design and production functions;

      b)    designate or document application information requirements, 
            including report design or content, frequency of reports, or 
            accessibility to information;

      c)    provide or perform upgrades, replacements, acquisitions or 
            maintenance of DWD Equipment;

      d)    operate the DWD Equipment necessary for Services required to be 
            provided by Advantis;

      e)    provide or perform new revisions, releases, upgrades, enhancements 
            or maintenance for DWD Software;

      f)    provide End User office support including clerical and 
            administrative tasks, such as courier and internal distribution;

      g)    provide support to End Users for questions and problems related to 
            Applications Software;

      h)    provide personnel or equipment to ensure the physical security of 
            DWD Locations;

      i)    be responsible for the creation or administration of user access 
            and password management or security programs;

      j)    provide any preprinted and paper forms or supplies required by End 
            Users;

      k)    be responsible for any mail, messenger, postage, courier or print 
            distribution services; 

      l)    be responsible for storage, retrieval, distribution or filing of 
            any microfilm/microfiche output; 

      m)    provide move, add and change service support for End User Equipment 
            not otherwise supported under the "on-premises services"; or

                                       17
<PAGE>
 
      n)    be responsible for DWD activities or functions as described in this 
            Amended Agreement.

3.10  [*]

4.    DWD RESPONSIBILITIES

4.1   PROJECT EXECUTIVE

      Each Party agrees to designate, prior to the Commencement Date, an 
authorized individual to whom all communications may be addressed and who will 
have the authority to act for and bind that Party and its subcontractors in 
connection with all aspects of this Amended Agreement.  In addition, each Party 
will designate, prior to the Commencement Date, a Project Executive to have 
overall responsibilities with respect to this Amended Agreement.  A Party may 
change either of the designated individuals by giving the other Party written 
notice.

4.2   APPLICATIONS SOFTWARE

      During the Term, DWD will be responsible for selecting or defining its 
requirements for its Applications Software and DWD Software.

4.3   FACILITIES AND SUPPORT SERVICES

      The Parties acknowledge that permanent leasing of space on DWD Locations 
for Advantis employees and node license arrangements shall be subject to 
separate agreements.  In addition, DWD agrees to provide, at no charge to 
Advantis, the use of its DWD Locations and such additional space as may be 
reasonably necessary for the performance of the Services.  This includes 
reasonable office space, storage space, and all reasonable and customary office 
support services, employee-type services, such as parking privileges and 
cafeteria services, office supplies and furniture.  DWD agrees that if it 
decides to relocate a current DWD Location it will provide comparable space, 
facilities and resources in the new DWD Location, under the same terms and 
conditions of this Amended Agreement.  It is understood that Advantis' use of 
the DWD Locations does not constitute or create a leasehold interest.  In the 
event, however, Advantis needs to place Equipment on DWD Locations in order to 
provide specific Services under this Amended Agreement, DWD will allow Advantis 
to do so and use reasonable care to protect such Equipment.

4.4   BIDDING OF FRAME RELAY SERVICES

      If DWD elects to solicit bids or proposals from competitive providers for 
the performance of frame relay services (beyond the ongoing, current efforts), 
DWD agrees to provide Advantis with

                                       18

--------------------
[*] =  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
<PAGE>
 
the same proposal requirements and information, access to facilities and 
pertinent personnel and other notices and materials as provided to other 
potential vendors, and treat Advantis as it treats the other potential vendors 
in the proposal or bidding process.

5.    CHARGES AND EXPENSES

5.1   SERVICES CHARGES

      a)    DWD agrees to pay the charges for the Services specified in the 
            applicable Exhibits together with the amounts described in this 
            Section 5.  The Charging Methodology shall be set forth in Exhibits 
            1,2,3 and 4.

      b)    Where an Affiliate of DWD (e.g., SPS Transactions Services, Inc.) 
            has a separate contractual relationship with Advantis, that 
            Affiliate may at its option receive Services and pricing for such 
            Services pursuant to this Amended Agreement.  Nothing in this 
            Amended Agreement shall otherwise change or affect the terms of 
            such other agreements, including that any termination of this 
            Amended Agreement shall have no effect on the separate contractual 
            relationship between Advantis and such Affiliate of DWD, and that 
            the termination of such separate contractual relationship shall 
            have no effect on this Amended Agreement.

5.2   COST OF LIVING ADJUSTMENT

      a)    The Parties intend that commencing January 1, 1997, certain 
            identified charges listed in the Exhibits ("Identified Charges") 
            will increase if inflation, measured from January 1, 1993, exceeds 
            4% per year, compounded annually.  These Identified Charges include 
            protection against inflation at a rate of 4% per year, compounded 
            annually (the "COLA Index").  The COLA Index for each year of the 
            Term shall be provided in Exhibit 4.  DWD agrees to pay Advantis a 
            Cost of Living Adjustment ("COLA") beginning 12 months after the 
            Commencement Date if actual cumulative inflation exceeds the 
            inflation covered by the COLA Index as set forth in Exhibit 4.  
            Advantis and DWD agree to use the Consumer Price Index, as 
            published by the Bureau of Labor Statistics, U.S. Department of 
            Labor, For All Urban Consumers, U.S. City Average, All Items, 
            1982-84=100 ("CPI-U") for purposes of calculating actual inflation.
            The COLA will be calculated using the COLA Factor specified below.
            This COLA shall be applied on a prospective basis, i.e., the
            identified charges payable by DWD will be surcharged by the Factor
            as determined below, if such Factor is in excess of

                                       19
<PAGE>
 
            zero.  The COLA Factor will be determined as soon as practicable 
            after the end of each calendar year.  If applicable, Advantis will 
            invoice DWD for COLA beginning with Services rendered on or after 
            January 1, 1997 in accordance with Section 6.1.  The COLA Factor is 
            equal to:

            ((Actual Inflation - Protected Inflation) / Prior Year's Protected 
            Inflation) x .50, where:

            Actual Inflation        =     CPI-U for the December preceding the 
                                          year for which COLA is being 
                                          calculated; and 

            Protected Inflation     =     the Base Year Index multiplied by the 
                                          COLA Index for the December preceding 
                                          the year for which COLA is being 
                                          calculated. 

            Prior Year's
            Protected Inflation     =     the Base Year Index multiplied by the 
                                          COLA Index for the December preceding 
                                          the year for which the Protected 
                                          Inflation is being calculated.

            Base Year Index         =     CPI-U for December, 1992. 

      b)    In the event the Bureau of Labor Statistics stops publishing the 
            CPI-U or substantially changes its content and format, Advantis and 
            DWD will substitute another comparable index published at least 
            annually by a mutually agreeable source.  If the Bureau of Labor 
            Statistics merely redefines the base year for the CPI-U from 
            1982-84 to another year, Advantis and DWD will continue to use the 
            CPI-U, but will convert the COLA Index to the new base year by 
            using an appropriate conversion formula.

      c)    [*]


-----------------------------
[*] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

                                       20
<PAGE>
 
5.3   TAXES

      a)    Advantis shall be responsible and pay for:

            (i)   any sales, use, personal or other taxes based upon or 
                  measured by Advantis' cost in acquiring or providing 
                  equipment, materials, supplies or services (including 
                  Equipment and Software) furnished or used by Advantis in 
                  performing or furnishing the Services; and

            (ii)  taxes, assessments and other levies on its net income and 
                  real and personal property.

      b)    DWD shall be responsible and pay for any sales, use, excise or 
            services-related tax levied or assessed on (i) the provision of the 
            Services by Advantis to DWD or (ii) the use of Data Network lines 
            or circuits by Advantis for the benefit of DWD.

      c)    DWD shall also be responsible and pay for:

            (i)   taxes, assessments and other levies on its net income and 
                  real property, and  

            (ii)  all personal property or use taxes due on or with respect to 
                  DWD Equipment and DWD Software.

      d)    The Parties agree to reasonably cooperate with each other to more 
            accurately determine each Party's tax liability and to minimize 
            such liability to the extent legally permissible.

      e)    Advantis and DWD shall provide and make available to the other any 
            resale certificates, information regarding out of state sales or 
            use of equipment, materials or services, and other exemption 
            certificates or other information reasonably requested by either 
            Advantis or DWD.  In addition, Advantis will provide to DWD such 
            documentation as DWD may reasonably request to establish that 
            Advantis is registered to collect any
            tax described in Section 5.3 (b) above which Advantis seeks to 
            collect from DWD.

      f)    When the Parties mutually agree, invoices for Services rendered by 
            Advantis to DWD shall segregate the charges for:

            (i)    taxable Services;

            (ii)   non-taxable Services; and

                                       21
<PAGE>
 
            (iii)  items for which Advantis functions merely as a paying agent 
                   for DWD in receiving goods, supplies or services (including 
                   leasing and licensing arrangements) that are nontaxable or 
                   have previously been subject to tax.

            [*]

5.4   OTHER EXPENSES AND CHARGES

      DWD will be financially responsible for all costs and expenses associated 
with its responsibilities specified in Section 4, and for all costs and 
expenses necessitated by compliance with Section 3.8 (c).

6.    INVOICING AND PAYMENT

6.1   MONTHLY SERVICES CHARGE INVOICES

      Advantis will invoice DWD on a monthly basis.  The invoices will state 
for DWD the monthly charge applicable (including the basis for that charge) and 
applicable taxes (as set forth in Section 5.3(b)) by tax jurisdiction.

6.2   OTHER CHARGES

      Any amount due under this Amended Agreement for which a time for payment 
is not otherwise specified will be due and payable no later than seven (7) 
business days from receipt of the invoice.

6.3   INVOICE PAYMENT

      a)    DWD will pay its invoices by wire funds transfer or other 
            electronic means acceptable to Advantis to an account specified by 
            Advantis no later than seven (7) business days from receipt of an 
            invoice.  If payment is not received by the seventh day after the 
            receipt of the invoice, Advantis will promptly notify DWD in 
            writing of such nonpayment on or about such seventh day; provided 
            however, that Advantis' failure to give such notice does not affect 
            the payment obligations of DWD in any way.

      b)    [Intentionally omitted.]

      c)    In the event that any payments are not received by Advantis within 
            five days following the due date, such payment shall include 
            interest at the rate of 1% per


-----------------------------
[*] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

                                       22
<PAGE>
 
            month on the amount of such arrears accruing from the original due 
            date until the date of payment.

      d)    In the event that DWD challenges any invoice, DWD will pay the 
            entire invoiced amount (absent manifest error, in which event DWD 
            will promptly notify Advantis of such error), and shall pursue 
            resolution of such disputed invoice pursuant to the dispute 
            resolution process set forth in Section 15.  In the event DWD is 
            successful in challenging the disputed invoice, Advantis will 
            provide DWD with a credit against the charges otherwise payable to 
            Advantis.  Such credit shall include interest at the rate of 1% per 
            month accruing from the original due date until the date the credit 
            is applied.

6.4   PRORATION

      All periodic charges under this Amended Agreement are to be computed on a 
calendar month basis, and will be prorated for any partial month, unless 
specifically stated otherwise in this Amended Agreement.

6.5   CREDITS

      Except as otherwise set forth in this Amended Agreement, with respect to 
any amount to be paid or reimbursed to DWD by Advantis, Advantis may, at its 
option, pay that amount to DWD by giving it a credit against the charges 
otherwise payable to Advantis hereunder the next time an amount is due and 
payable by DWD.  In the event such credit to DWD from Advantis exceeds the 
charges payable by DWD to Advantis over a three-month period, then Advantis 
shall apply such credits to the charges to DWD over a period not to exceed 
three months, with any excess being paid to DWD at the end of such three-month 
period.

[*]

8.    CONFIDENTIALITY/DATA SECURITY

8.1   CONFIDENTIAL INFORMATION

      Each Party acknowledges that the other Party possesses and will continue 
to possess information that has been created, discovered, or developed by that 
Party or provided to it by a third party, or in which property rights have been 
assigned or otherwise conveyed to it, which information has commercial value in 
its business and is not in the public domain.  Except as


-----------------------------
[*] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

                                       23
<PAGE>
 
otherwise specifically provided by the Parties, "Confidential Information" 
shall mean:

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

      b)    DWD's customer lists, DWD information, account information, and 
            information regarding business planning and operations of DWD and 
            its administrative, financial or marketing activities.

8.2   OBLIGATIONS

      a)    Each Party will use the same care to prevent disclosing to third 
            parties the Confidential Information of the other as it employs to 
            avoid disclosure, publication or dissemination of its own 
            information of a similar nature.  Notwithstanding the foregoing, a 
            Party may disclose such information to subcontractors involved in 
            providing Services under this Agreement where:

            1)    such disclosure is necessary to permit the subcontractor to 
                  perform its duties hereunder; and

            2)    that Party assumes full responsibility for the acts or 
                  omissions of its subcontractor, no less than if the acts or 
                  omissions were those of such Party.

      b)    Without limiting the generality of the foregoing, no Party will:

            1)    make any use of the Confidential Information of the other 
                  except as contemplated by this Amended Agreement;

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

            3)    refuse to promptly return, provide a copy of or destroy such 
                  Confidential Information upon the request of the other Party.

      c)    Nothing in this Amended Agreement shall be construed so as to 
            restrict a Party from using any data processing or network 
            management ideas, concepts, know-how and techniques retained in the 
            unaided memories of such Party's personnel or subcontractors, 
            without limitation, in the development, manufacturing and marketing 
            of products and services, provided that such products or services 
            do not breach that Party's obligations of confidentiality or 
            infringe on the other

                                       24
<PAGE>
 
            Party's patent, copyright, trademark, trade secret or other 
            proprietary rights.

8.3   EXCLUSIONS

      Notwithstanding the foregoing, this Section 8 will not apply to any 
Confidential Information of a Party which the other Party can demonstrate was:

      a)    at the time of disclosure to it, in the public domain;

      b)    after disclosure to it, published or has otherwise become part of 
            the public domain through no fault of its own;

      c)    in the possession of it at the time of disclosure to it without any 
            obligation of it to maintain such confidentiality;

      d)    received after disclosure to it from a third party who had a lawful 
            right to disclose such information to it; or

      e)    independently developed by it without reference to Confidential 
            Information of the other Party.

Further, either Party may disclose Confidential Information of the other to the 
extent required by law or order of a court or governmental agency; provided, 
however, that such Party must give the other Party prompt notice and make a 
reasonable effort to obtain a protective order or otherwise protect the 
confidentiality of such information, all at its own cost and expense.  It is 
understood that the receipt of Confidential Information under this Amended 
Agreement will not limit or restrict assignment or reassignment of employees of 
the Parties within or among the respective Parties.

8.4   LOSS OF CONFIDENTIAL INFORMATION

      In the event of any disclosure or loss of Confidential Information, the 
Party which has lost or disclosed such Confidential Information will promptly 
notify the other Party.

8.5   LIMITATION

      Neither Advantis nor DWD will be responsible for corruption, loss or 
mistransmission of data or for the security of data while such data is being 
transmitted via public telecommunications facilities.

                                       25
<PAGE>
 
9.    TERMINATION

9.1   TERMINATION FOR CAUSE

      a)    In the event of a material breach of this Amended Agreement by DWD, 
            Advantis may terminate this Amended Agreement upon written notice 
            to DWD in accordance with Section 9.1 (c).  In the event Advantis 
            terminates this Amended Agreement as set forth in this Section 9.1 
            (a), the Termination Charge(s) as set forth in Exhibit 4 of this 
            Amended Agreement shall be paid to Advantis.

      b)    In the event of a material breach of this Amended Agreement by 
            Advantis, DWD may terminate this Amended Agreement upon written 
            notice to Advantis, in accordance with Section 9.1 (c), without 
            obligation to pay the Termination Charge(s) set forth in Exhibit 4.

      c)    The written notice provided in (a) and (b) above will specifically 
            describe such material breach.  The recipient of such notice shall 
            have 20 days to cure the breach unless it would be unreasonable to 
            cure such breach within 20 days, in which event, the breaching 
            Party shall be given an additional 20 days to cure such breach.  In 
            the event the material breach is not cured within the period 
            specified above, the nonbreaching Party may terminate this Amended 
            Agreement, as provided for in Section 9.1 (a) and (b) above, 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 Amended Agreement.

9.2[*] TERMINATION FOR SPECIAL CIRCUMSTANCES

      a)    [*]

      b)    [Intentionally Omitted.]

      c)    [Intentionally Omitted.]

      d)    Any Termination Charge paid by DWD for a partial termination will 
            decrease the Baseline and revenue commitment levels set forth in 
            Exhibits 1, 2, 3, and 4, as applicable, for DWD for such year on a 
            pro-rata basis.  Additionally, in the event DWD terminates any 
            Services and pays any Termination Charge (or that Termination 
            Charge is paid by another provider), Advantis shall adjust the 
            relevant pricing provisions set forth in the applicable Exhibits 
            for DWD to reflect the loss of the revenue commitment of those 
            Services,

                                       26

-------------------
[*] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
<PAGE>
 
            in order to maintain the current price levels for Services to DWD.

      e)    [*]

9.3   TERMINATION ASSISTANCE

      a)    With respect to the expiration or termination (in whole or in part) 
            of this Amended Agreement, Advantis will cooperate with DWD to 
            assist with the orderly transfer of the Services, functions and 
            operations provided by Advantis hereunder to another provider or to 
            DWD itself.  Prior to termination or expiration of this Amended 
            Agreement, DWD may request Advantis to perform, and if so requested 
            Advantis shall perform (but may require advance payment in the 
            event of a termination by Advantis due to a failure by DWD to pay 
            amounts due and payable under this Amended Agreement) reasonable 
            services in connection with migrating the work of DWD to another 
            provider or to DWD itself ("Termination Assistance").  Termination 
            Assistance shall be provided until the effective date of 
            termination or expiration with respect to the Services.  Upon 
            termination, DWD will allow Advantis access to DWD Locations to 
            remove Equipment, Software and other Advantis assets.  Upon 
            termination, Advantis will return to DWD any DWD Software or DWD 
            Equipment that Advantis possesses.

      b)    [*]

10.   LIABILITY

10.1  GENERAL INTENT

      The liability of DWD, Advantis, and each of their subcontractors to the 
other Party and their exclusive remedies are set forth in this Section 10 and 
Section 12.  Subject to the specific provisions of this Section, it is the 
intent of DWD and Advantis that the breaching Party will be liable for any 
damages incurred by the nonbreaching Party as a result of the breaching Party's 
failure to perform its obligations in the manner required by this Amended 
Agreement.

10.2  DAMAGES

      a)    The liability of DWD and Advantis for actual, direct damages 
            resulting from the breaching Party's performance or nonperformance 
            under this Amended Agreement, regardless of the form of action, and


-----------------------------
[*] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

                                       27
<PAGE>
 
            whether in contract, tort (including, without limitation, 
            negligence), warranty or other legal or equitable grounds, will be 
            limited for each event which is the subject matter of the cause of 
            action[*]

      b)    In no event will DWD or Advantis have any liability whether based 
            on contract, tort (including, without limitation, negligence), 
            warranty or any other legal or equitable grounds, for any loss of 
            interest, profit or revenue by the other Party or for any 
            consequential, indirect, incidental, special, punitive or exemplary 
            damages suffered by the other Party arising from or related to this 
            Amended Agreement, even if such Party has been advised of the 
            possibility of such losses or damages; provided, however, that this 
            clause will not prevent DWD or Advantis from recovering amounts 
            owed under this Amended Agreement.

      c)    Notwithstanding anything to the contrary contained herein, the 
            limitations set forth in this Section 10.2 will not apply to:

            1)    any failure by DWD to pay any amounts due and owing Advantis 
                  pursuant to the terms of this Amended Agreement;

            2)    losses for bodily injury or damage to real property or 
                  tangible personal property, as described in Section 12.3;

            3)    either Party's obligation to indemnify the other for patent 
                  and copyright infringement Losses and Losses relating to tax 
                  liabilities, as provided in Sections 12.1 and 12.7 
                  respectively; or

            4)    intentional misappropriations of Confidential Information.

      d)    In no event will Advantis or its subcontractors be liable for 
            damages if and to the extent caused by the failure of DWD to 
            perform its responsibilities, nor shall DWD be liable for damages 
            if and to the extent caused by any failure of Advantis or its 
            subcontractors to perform their responsibilities.


-----------------------------
[*] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

                                       28
<PAGE>
 
10.3  NONRECOURSE

      Notwithstanding anything to the contrary contained in this Amended 
Agreement, no partner of Advantis shall have any duties, obligations or 
liabilities under or in respect of this Amended Agreement as a result of its 
status as a partner of Advantis, nor shall any direct or indirect owner of any 
such partner have any duties, obligations or liabilities as a result of its 
direct or indirect beneficial ownership; it being understood and agreed that 
all duties, obligations and liabilities of Advantis are expressly nonrecourse 
to the partners of Advantis and their respective direct and indirect beneficial 
owners.

11.   WARRANTY

11.1  WORK STANDARDS

      Advantis represents and warrants that all Services performed by Advantis 
for DWD will be in a workmanlike manner in accordance with industry standards 
and practices applicable to the performance of such Services.

11.2  ENVIRONMENTAL

      a)    In the event that Hazardous Materials are discovered at any DWD 
            Location during the term of this Amended Agreement, Advantis may 
            cease the performance of that portion of the Services affected by 
            such discovery if, in the reasonable judgment of Advantis, 
            Advantis' ability to perform such portion of the Services safely 
            and properly is substantially adversely impacted by the presence of 
            such Hazardous Materials.  Advantis shall not be responsible for 
            remedying any violation of federal, state or local law with respect 
            to the presence of such Hazardous Materials to be remedied, it 
            being understood that matters relating to the investigation, 
            detection, abatement and remediation of any Hazardous Materials 
            discovered at any DWD Location are not within the scope of this 
            Amended Agreement and that Advantis shall not be liable or 
            responsible for any expense incurred by DWD in this connection, 
            unless investigation reveals that the presence of the Hazardous 
            Materials was caused by the conduct of an Advantis employee, 
            invitee, or subcontractor or that Hazardous Materials were 
            knowingly and willfully disturbed by an Advantis employee, invitee 
            or subcontractor.  In such event, the limitations of this paragraph 
            will not apply.

      b)    For purposes of this Section, "Hazardous Materials" means:

                                       29
<PAGE>
 
            1)    any "hazardous substance" as defined in the Comprehensive 
                  Environmental Response, Compensation and Liability Act of 
                  1980, as amended from time to time (42 U.S.C. 9601 et seq.) 
                  and the regulations promulgated thereunder;

            2)    any asbestos or asbestos-containing materials;

            3)    petroleum, crude oil or any fraction thereof, natural gas or 
                  synthetic gas used for fuel; and

            4)    any additional substances or materials which at such time are 
                  classified or considered to be hazardous or toxic under the 
                  laws of the state wherein the facilities are located.

11.3  NONINFRINGEMENT

      The Parties represent and warrant that they will perform their 
responsibilities under this Amended Agreement in a manner that does not 
infringe, or constitute an infringement or misappropriation of, any patent, 
trade secret, copyright or other proprietary right of any third party.

11.4  COMPLIANCE WITH OBLIGATIONS

      DWD represents and warrants that its entry into this Amended
Agreement does not violate or constitute a breach of any of its
contractual obligations with third parties.  Advantis represents
and warrants that its entry into this Amended Agreement does not
violate or constitute a breach of any of its contractual
obligations with third parties.

11.5  SOFTWARE

Advantis will ensure that Advantis-owned Proprietary Products,
Advantis-owned derivative works thereof, or other Software
created by Advantis will continue to function in accordance with
Advantis' intended use of such software and such software's
specifications prior to, during, and after the year 2000;
provided, however, to the extent that any such specified
software fails to meet this obligation, Advantis shall timely
replace it with other software of equivalent or better
functionality at no additional cost to DWD.  Further, Advantis
shall work with its third party Supported Software licensors to
assist them in ensuring that their respective Supported Software
is year 2000 compatible.  Where Advantis believes that any third
party Supported Software will not be year 2000 compatible or
interoperable with Supported Software or Equipment, Advantis
will notify DWD and work with DWD to identify alternative third
party software, as needed.  Advantis will pass through to DWD
any third party Supported Software warranties related to such

                                       30
<PAGE>
 
Software which it has the right to pass through.  Upon DWD's
reasonable request, Advantis will notify DWD of the year 2000
compatibility status of any specified Supported Software
utilized by Advantis in its performance hereunder.

11.6  DISCLAIMER

      a)    Advantis shall not be responsible for the inaccuracy of any advice, 
            report, date or other product delivered to DWD, which is 
            attributable to data and/or software provided by DWD.  Such 
            products are delivered "AS IS", and Advantis shall not be liable 
            for any inaccuracy thereof.

      b)    Subject to the obligations of Advantis contained in this Amended 
            Agreement including the Performance Standards, Advantis does not 
            assure uninterrupted or error-free operation of the Equipment.

      c)    EXCEPT AS PROVIDED IN THIS AMENDED AGREEMENT, THERE ARE NO OTHER 
            EXPRESS WARRANTIES AND THERE ARE NO IMPLIED WARRANTIES, INCLUDING, 
            BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND 
            FITNESS FOR A PARTICULAR PURPOSE.

11.7  AUTHORIZATION AND ENFORCEABILITY

      DWD and Advantis each hereby respectively represent, as to
itself, that:

      a)    it has all requisite power and authority to enter into this Amended 
            Agreement and to carry out the transactions contemplated hereby; 
            and

      b)    the execution, delivery and performance of this Amended Agreement 
            and the consummation of the transactions contemplated hereby have 
            been duly authorized by all requisite corporate action on its part.

11.8  REGULATORY AND CORPORATE PROCEEDINGS

      Each Party agrees to obtain all necessary regulatory approvals applicable 
to its business, obtain any necessary permits, and comply with any regulatory 
requirement applicable to the performance of the Services.

                                       31
<PAGE>
 
12.   INDEMNITIES

12.1  INDEMNITY BY ADVANTIS

Advantis agrees to indemnify, defend and hold DWD, its
Affiliates and their respective officers, directors, employees,
agents, successors and assigns harmless, in accordance with the
procedures described in Section 12.6 from and against any and
all Losses arising from or in connection with:

      a)    any claims of infringement made against DWD of any Canadian or 
            United States 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 Canada or any Canadian Providence, 
            the United States, or any state of the United States, alleged to 
            have occurred because of Equipment, systems, Software, products or 
            other resources or items provided to DWD by Advantis; provided, 
            however, that Advantis will have no obligation with respect to any 
            Losses to the extent the same arise out of or in connection with 
            the modification of Software or Equipment by DWD or DWD's 
            combination, operation or use with devices, data or programs not 
            furnished by Advantis or its subcontractors;

      b)    any amounts, including but not limited to, taxes, interest and 
            penalties that are obligations of Advantis pursuant to Section 5.3 
            and that either (i) are assessed against DWD, or (ii) DWD elects to 
            pay pursuant to Section 5.3 (h); and 

      c)    the inaccuracy or untruthfulness of any representation or warranty 
            made by Advantis under this Amended Agreement.

12.2  INDEMNITY BY DWD

      DWD agrees to indemnify, defend and hold Advantis, its
Affiliates and their respective officers, directors, employees,
agents, successors and assigns harmless, in accordance with the
procedures described in Section 12.6 from and against any and
all Losses arising from or in connection with:

      a)    any claims of infringement made against Advantis of any Canadian or 
            United States 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 Canada or any Canadian Providence, 
            the United States, or any state of the United States, alleged to 
            have occurred because of equipment, systems, programs, products or 
            other resources or items provided

                                       32
<PAGE>
 
            to Advantis by DWD; provided, however, that DWD will have no 
            obligation with respect to any Losses to the extent the same arise 
            out of or in connection with the modification of a program or 
            equipment by Advantis or any Advantis Affiliate, or Advantis' or 
            Advantis Affiliates' combination, operation or use with devices, 
            data or programs not furnished by DWD or any of its subcontractors;

      b)    any amounts, including but not limited to, taxes, interest and 
            penalties that are obligations of DWD pursuant to Section 5.3 and 
            that either (i) are assessed against Advantis or any Advantis 
            Affiliate, or (ii) Advantis or any Advantis Affiliate elects to pay 
            pursuant to Section 5.3 (h).  Notwithstanding the foregoing, if 
            Advantis has determined pursuant to Section 5.3 (g) that a 
            potential tax of the type described in Section 5.3 (b) should not 
            be collected from DWD, then any penalties and interest with respect 
            to such tax shall not be indemnified hereunder; and

      c)    the inaccuracy or untruthfulness of any representation or warranty 
            made by DWD under this Amended Agreement.

12.3  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)    the Services provided by Advantis hereunder;

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

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

12.4  SUBROGATION

      In the event that an Indemnifying Party shall be obligated to indemnify 
an Indemnified Party pursuant to Sections 12.1, 12.2
or 12.3, the Indemnifying Party shall, upon payment of such indemnity in full, 
be subrogated to all rights of the Indemnified Party with respect to all the 
claims and defenses to which such indemnification relates.

                                       33
<PAGE>
 
12.5  EXCLUSIVE REMEDY

      The indemnification rights of each Indemnified Party pursuant to Sections 
12.1, 12.2 or 12.3 shall be the exclusive remedy of such Indemnified Party with 
respect to the claims to which such indemnification relates.

12.6  GENERAL INDEMNIFICATION PROCEDURES

      a)    If any civil, criminal, administrative or investigative action or 
            proceeding (any of the above being a "Claim") is commenced against 
            either Party entitled to indemnification under Sections 12.1 (a), 
            12.1 (c), 12.2 (a), 12.2 (c) or 12.3 (an "Indemnified Party") 
            written notice thereof shall be given to the Party that is 
            obligated to provide indemnification under such Sections (the 
            "Indemnification Party") as promptly as practicable.  After such 
            notice, if the Indemnifying Party shall acknowledge in writing to 
            such Indemnified Party that this Amended Agreement applied with 
            respect to such Claim (such acknowledgment not to be deemed an 
            acknowledgment of liability by such Indemnifying Party), then the 
            Indemnifying Party shall be entitled, if it so elects, in a written 
            notice delivered to the Indemnified Party not fewer than 10 days 
            prior to the date on which the first response to such Claim is due, 
            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 Indemnifying Party's sole cost and expense.
            The Indemnified Party shall cooperate in all reasonable respects
            with the Indemnifying 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 subject to such defense as provided in this

                                       34
<PAGE>
 
            Section 12.6, 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.

[*]

13.   INSURANCE AND RISK OF LOSS

13.1  INSURANCE

When this Amended Agreement requires performance by employees or subcontractors
of Advantis or DWD on the other Party's premises, the performing Party shall
carry and maintain Worker's Compensation and Employer's Liability Insurance
covering its employees or subcontractors engaged in such performances in amounts
not less than required by law in the application location. Self insurance is
permissible, if permitted by law.

13.2  RISK OF LOSS

      DWD is responsible for risk of loss of, or damage to, DWD Equipment,
unless due to the negligence or willful misconduct of Advantis, in which case
Advantis shall be responsible. Advantis is responsible for risk of loss of, or
damage to, Equipment, unless due to the negligence or willful misconduct of DWD,
in which case DWD shall be responsible.

14.   PUBLICITY

      Each Party will submit to the other Party all advertising, written sales
promotion, press releases and other publicity matters relating to this Amended
Agreement in which such other Party's name or mark is mentioned or language from
which the connection of said name or mark may be inferred or implied, and will
not publish or use such advertising, sales promotion, press releases, or
publicity matters without prior approval of such other Party. However, either
Party may include the other Party's name and a factual description of the work
performed under this Amended Agreement on Employee Bulletin Boards, in its list
of references and in the experience section of proposals to third parties, in
internal business planning documents and in its Annual Report to Stockholders,
and whenever required by reason of legal, accounting or regulatory requirements.

15.   DISPUTE RESOLUTION

15.1  DISPUTE RESOLUTION


-----------------------------
[*] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

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<PAGE>
 
      a)    Any dispute between the Parties with respect to this Amended 
            Agreement or with respect to the performance by Advantis or by DWD 
            hereunder shall be resolved as specified in this Section 15.1.

            1)    Upon the written request of either Party, each Party will 
                  appoint a designated representative who does not devote 
                  substantially all of his or her time to performance under the 
                  Amended Agreement, whose task it will be to meet for the 
                  purpose of endeavoring to resolve such dispute.

            2)    The designated representative shall meet within 7 days after 
                  notification of dispute and as often as necessary to gather 
                  and furnish to the others all information with respect to the 
                  matter in issue which is appropriate and germane in 
                  connection with its resolution.

            3)    Such representative shall discuss the problem and negotiate 
                  in good faith in an effort to resolve the dispute without the 
                  necessity of any formal proceeding relating thereto.

            4)    During the course of such negotiation, all reasonable 
                  requests made by one Party to the other Party for 
                  nonprivileged information reasonably related to this Amended 
                  Agreement and for which the disclosing Party is not prevented 
                  from disclosing pursuant to an obligation of confidentiality 
                  and non-disclosure will be honored in order that both Parties 
                  may be fully advised of the other's positions.

            5)    The specific format for such discussions will be left to the 
                  discretion of the designated representatives but may include 
                  the preparation of agreed upon statements of fact or written 
                  statements of position furnished to the other Party.

      b)    If the designated representatives cannot resolve the dispute within 
            30 days, then the dispute shall be escalated to the Chief Executive 
            Officer of DWD and the Chief Executive Officer of Advantis, or 
            their respective designees, for their review and resolution.  
            Formal proceedings for the judicial resolution of any such dispute 
            may not be commenced until the earlier of:

            1)    the designated representatives concluding in good faith that 
                  amicable resolution through continued

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<PAGE>
 
                  negotiation of the matter in issue does not appear likely; or

            2)    60 days after the initial request to negotiate such dispute; 
                  or

            3)    30 days before the statute of limitations governing any cause 
                  of action relating to such dispute would expire.

15.2  CONTINUED PERFORMANCE

      Except where clearly prevented by the area in dispute, each Party agrees 
to continue performing its respective obligations
under this Amended Agreement while the dispute is being resolved
unless and until such obligations are terminated or expire in
accordance with the provisions hereof.

16.   GENERAL

16.1  CONTROL OF SERVICES

      a)    This Amended Agreement shall not be construed as constituting 
            either Party as partner of the other Party or to create any other 
            form of legal association that would impose liability upon one 
            Party for the act or failure to act of the other or as providing 
            either Party with the right, power or authority (express or 
            implied) to create any duty or obligation of the other Party.

      b)    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.

      c)    The Services will be under the control, management and supervision 
            of Advantis.

16.2  RIGHT TO PERFORM SERVICES FOR OTHERS

      Each Party recognizes that Advantis personnel providing Services to DWD 
under this Amended Agreement may perform similar services for others and this 
Amended Agreement shall not prevent Advantis from using the personnel and 
Equipment provided to DWD under this Amended Agreement for such purposes, 
unless otherwise expressly agreed by the Parties.  Advantis may perform its 
obligations through its subsidiaries, Affiliates or through the use of 
Advantis-selected independent contractors; provided, however, that Advantis 
shall not be relieved of its obligations under this Amended Agreement by use of 
such subsidiaries, Affiliates or subcontractors.

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<PAGE>
 
16.3  AMENDMENTS AND REVISIONS

      Changes or modifications to this Amended Agreement and Exhibits may be 
made only by a written amendment or revision signed by both Advantis and DWD.

      Any terms and conditions varying from this Amended Agreement and Exhibits 
on any order or written notification from Advantis and DWD are void.

16.4  FORCE MAJEURE

      a)    No Party shall be liable for any default or delay in the 
            performance of its obligations hereunder:

            1)    if and to the extent such default or delay is caused, 
                  directly or indirectly, by fire, flood, earthquake, elements 
                  of nature or acts of God, acts of war, terrorism, riots, 
                  civil disorders, rebellions or revolutions in the United 
                  States, strikes, lockouts, or labor difficulties, or any 
                  other similar cause beyond the reasonable control of such 
                  Party; and

            2)    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 sources, work-around plans or other means 
                  (individually, each such default or delay being a "Force 
                  Majeure Event").

      b)    In such event, the nonperforming Party will be excused from any 
            further performance or observance of the obligation(s) so affected 
            for as long as such circumstances prevail and such Party continues 
            to use commercially reasonable efforts to recommence performance or 
            observance whenever and to whatever extent possible without delay.  
            The Party so delayed in its performance will immediately notify the 
            other Party by telephone (to be confirmed in writing within five 
            days of the inception of such delay) and describe at a reasonable 
            level of detail the circumstances causing such delay.  Such Party 
            will then provide a plan to address the delay in performance within 
            twenty-four hours after the telephone notification, and will meet 
            with the other Party impacted by the delay to review the plan.  Any 
            difference in opinion regarding the plan shall immediately be 
            reviewed with the Chief Executive Officers of Advantis and DWD for 
            immediate resolution.

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<PAGE>
 
      c)    If any Force Majeure Event substantially prevents, hinders, or 
            delays performance of the Services necessary for the performance of 
            DWD's critical functions for more than 30 consecutive days, then at 
            DWD's option:

            1)    DWD may procure such Services from an alternate source and 
                  Advantis will be liable for [ * ] of the payment for such 
                  Services in excess of Advantis' charges under this Amended 
                  Agreement for up to 180 days, and if such Force Majeure is 
                  continuing thereafter, at DWD's option, DWD may exercise its 
                  rights pursuant to (2) below, or

            2)    this Amended Agreement will terminate (in whole or in part) 
                  as of a date specified by DWD in a written notice of 
                  termination to Advantis and DWD will pay the Termination 
                  Charge.  Any Termination Charge paid by DWD for a termination 
                  in part of this Amended Agreement will decrease the revenue 
                  commitment level as set forth in Exhibit 4 for DWD for such 
                  year on a pro-rata basis and, each year after payment of the 
                  Termination Charge, by an amount equal to the pro-rata 
                  portion of revenue attributable to the terminated Services 
                  for each such year.  Additionally, in the event DWD 
                  terminates any Services (in whole or in part) and pays any 
                  Termination Charge, Advantis shall adjust the relevant 
                  pricing provisions set forth in the applicable Exhibits for 
                  DWD to reflect the loss of the usage in order to maintain the 
                  current price levels for Services to DWD.

      d)    In the event of a Force Majeure Event, if DWD elects to procure 
            Services from an alternate source provider, then Advantis shall use 
            reasonable efforts to cause Integrated Systems Solutions 
            Corporation to provide such Services.  In the event the Force 
            Majeure Event continues for more than 5 days, to the extent that 
            use of the Services is made impossible by the Force Majeure Event, 
            DWD may, upon written notice to Advantis, suspend its obligation to 
            procure Services from Advantis hereunder retroactively from the 
            time of the initiation of the Force Majeure Event until the Force 
            Majeure Event is remedied.  During the period that DWD's obligation 
            to procure Service is suspended, the revenue commitment level set 
            forth in Exhibit 4 for DWD shall be suspended for that portion of 
            the Services that Advantis is unable to provide due to the Force


-----------------------------
[*] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

                                       39
<PAGE>
 
            Majeure Event until such force Majeure Event is remedied. Advantis 
            shall also adjust the relevant pricing provisions set forth in the 
            applicable Exhibits for DWD to reflect the suspension of the usage 
            during such suspended period in order to maintain the current price 
            levels for Services to DWD.  If such Force Majeure Event is 
            remedied during the 180-day period, then, if DWD has not yet 
            terminated this Amended Agreement pursuant to Section 16.4 (c) (2) 
            above, DWD shall, as soon as practicable, terminate any Services it 
            is procuring from the alternate source provider and resume 
            procuring Services from Advantis.  Upon resuming Services with 
            Advantis, the Term of the Amended Agreement shall be extended by an 
            amount of time equal to the amount of time Advantis was unable to 
            provide such Services to DWD due to the Force Majeure Event.  In 
            addition, DWD shall be obligated to Advantis during such extended 
            Term for that portion of the revenue commitment suspended due to 
            the Force Majeure Event.  Upon resuming Services with Advantis, the 
            relevant pricing provisions for the balance of the calendar year 
            shall be adjusted to maintain the current price levels to DWD.  If 
            the Term is extended pursuant to this Section 16.4 (e), the 
            relevant pricing provisions for such extended term shall be fixed 
            to maintain, during such Term, the prices that would otherwise have 
            been paid during the period of suspended service.

16.5  NONPERFORMANCE

      To the extent any nonperformance by either Party of its
nonmonetary obligations under this Amended Agreement results
from or is caused by the other Party's failure to perform its
obligations under this Amended Agreement, such nonperformance
shall be excused.

16.6  REMARKETING

      DWD may not remarket all or any portion of the Services
provided under this Amended Agreement without the prior written
consent of Advantis. It is understood that the phrase 'remarketing
of services' does not include either (i) the provision of Services
pursuant to Section 3.1 (b) or (ii) the adding of material and
substantial value to any of the Services by DWD and the subsequent
resale of these value-added services to customers of DWD to the
extent the resale of such value-added services constitute a part of
the core business of DWD.

16.7  WAIVER

      No waiver of any breach of any provision of this Amended
Agreement shall constitute a waiver of any prior, concurrent or

                                       40
<PAGE>
 
subsequent breach of the same or any other provisions hereof.

16.8  SEVERABILITY

      If any provision of this Amended Agreement shall be held to be invalid, 
illegal or unenforceable, the validity, legality and enforceability of the 
remaining provisions shall not in any way be affected or impaired thereby, and 
such provision shall be deemed to be restated to reflect the original 
intentions of the Parties as nearly as possible in accordance with applicable 
law(s).

16.9  LIMITATIONS PERIOD

      No Party may bring an action, regardless of form, arising out of this 
Amended Agreement more than two years after the later of the date the cause of 
action arose or the date such cause of action was or should have been 
discovered.

16.10 COUNTERPARTS

      This Amended Agreement may be executed in duplicate counterparts.  Each 
such counterpart shall be an original and both together shall constitute but 
one and the same document.

16.11 GOVERNING LAW

      This Amended Agreement shall be governed by the laws of the State of 
Illinois as such laws are applied to contracts which are entered into and 
performed entirely within the State of
Illinois.

16.12 BINDING NATURE.  ASSIGNMENT AND FEES PAYABLE UPON CHANGE IN CONTROL

      a)    DWD (the "Assigning Entity") shall have the right, upon thirty (30) 
            days' prior written notice, to assign this Amended Agreement (the 
            "Assigned Agreement") to: (1) an Affiliate of the Assigning Entity, 
            or (2) to a successor or another entity into which DWD may be 
            merged, (x) so long as such successor or other entity has net 
            assets equal to or greater than the Assigning Entity on the 
            effective date of the assignment or is not engaged in the business 
            of developing manufacturing, selling or leasing information 
            processing hardware and has, together with all Affiliates thereof, 
            annual revenues for the most recently completed fiscal year in 
            excess of $1 billion, or (y) if such assignment does not materially 
            impair Advantis' ability to conduct its business in substantially 
            the same manner it had enjoyed prior to the proposed assignment.

                                       41
<PAGE>
 
      b)    Should Advantis, in its reasonable discretion, determine that an 
            assignment does not meet the requirements of Section 16.12 (a) 
            above, Advantis shall either consent to such assignment or escalate 
            the matter to the Advantis Board.  Upon such escalation, Advantis 
            may, upon majority vote of the Advantis Board in favor of 
            termination, give twelve (12) months' written notice, effective 
            upon such assignment, of termination of the Assigned Agreement, 
            without any obligation of the Assigning Entity to pay the 
            Termination Charge.  If Advantis does not advise the Assigning 
            Entity, within thirty (30) days of receipt of notice from the 
            Assigning Entity of the proposed assignment, that the Advantis 
            Board has voted to terminate the Assigned Agreement, then Advantis 
            shall be deemed to have consented to such proposed assignment and 
            to have waived its right to terminate the Amended Agreement with 
            such Assigning Entity upon such Assignment.

      c)    With respect to any proposed assignment of this Amended Agreement 
            by DWD that is not permitted under Section 16.12 (a) above, the 
            Assigning Party shall first obtain Advantis' prior written consent 
            to such proposed assignment, such consent not to be unreasonably 
            withheld or delayed.  If Advantis withholds its consent to such 
            proposed assignment, the matter will be escalated to the Advantis 
            Board for consent to the proposed assignment.  If the Advantis 
            Board determines not to consent to the assignment, such consent not 
            to be unreasonably withheld, the Assigning Entity shall be 
            precluded from such proposed assignment.

      d)    A change in Control of DWD shall be deemed the assignment by DWD of 
            this Amended Agreement to the Person who, after such change in 
            Control, would Control DWD.  If DWD seeks the consent of Advantis 
            in advance for such change of Control,  Sections 16.12 (a) and (b) 
            above shall apply as if such change of Control were a merger of DWD 
            into such Person.  If DWD does not seek the consent of Advantis in 
            advance for such change of Control, or such Person does not meet 
            the requirements of Section 16.12 (a), Advantis may upon a majority 
            vote of the Advantis Board in favor of termination, give twelve 
            (12) months' written notice of termination of the Amended 
            Agreement, without any obligation of DWD to pay the Termination 
            Charge.

      e)    Advantis shall have the right to assign this Amended Agreement to 
            any Affiliate of Advantis provided that DWD is given thirty (30) 
            days' prior written notice of such proposed assignment and the 
            entity to which this

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<PAGE>
 
            Amended Agreement is to be assigned is capable of assuming, and 
            agrees to assume, all of the obligations of Advantis under the 
            Assigned Agreement.

      f)    In addition to the rights specified in Section 16.12 (e) above, 
            Advantis shall have the right, upon thirty (30) days' prior written 
            notice to DWD, to assign this Amended Agreement in connection with 
            the acquisition of Control of Advantis by any entity, or the 
            transfer of substantially all of the assets of Advantis to any 
            entity ("Advantis Successor") so long as (1) the Advantis Successor 
            assumes all the obligations of Advantis under this Amended 
            Agreement, (2) the Advantis Successor has a net worth equal to or 
            greater than Advantis on the effective date of the assignment, and 
            (3) the assignment to the Advantis Successor will not have a 
            negative effect on the proprietary information or Confidential 
            Information of DWD and (4) such assignment to the Advantis 
            Successor will not materially impair DWD's ability to conduct its 
            business in substantially the same manner it had enjoyed prior to 
            the proposed assignment.

      g)    For any proposed assignment of the Amended Agreement by Advantis 
            which is not covered by Section 16.12 (e) and (f) above, Advantis 
            must first obtain DWD's consent prior to the effective date of such 
            assignment, such consent not to be unreasonably withheld.  If DWD 
            reasonably withholds its assignment, Advantis will be precluded 
            from such assignments.

      h)    Any attempted assignment that does not comply with the terms of 
            this Section 16.12 shall be null and void.  It is understood by DWD 
            that Advantis may condition its consent to an assignment or change 
            in Control requested by DWD, if granted, as it deems necessary or 
            appropriate, including, without limitation, imposing conditions 
            requiring changes in the charges payable by DWD under this Amended 
            Agreement after an assignment due to increased costs or expenses 
            incurred by Advantis as a result of such assignment or change of 
            Control.

16.13 NOTICES

      a)    Under this Amended Agreement whenever one Party is required or 
            permitted to give notice to the other, such notice will be deemed 
            given when (i) delivered in hand; (ii) received after being mailed 
            by United States mail, registered or certified mail, return receipt 
            requested, postage prepaid or (iii) received after delivery by an 
            express courier with a reliable system for tracking deliveries.

                                       43
<PAGE>
 
      b)    Notification will be addressed as follows:


In the case of Advantis:                In the case of DWD:

Advantis                                Dean Witter, Discover & Co.
231 North Martingale Road               Two World Trade Center     
Schaumburg, Illinois 60173-2254         New York, New York 10006   
Attention:  General Counsel             Attention:  General Counsel 
                                                                    
                                                                    
            Either Party hereto may from time to time change its address for 
            notification purposes by giving the other Party prior written 
            notice of the new address and the date upon which it will become 
            effective.

16.14     NO THIRD PARTY BENEFICIARIES

      Except as specified in Section 12 with respect to Persons entitled to 
indemnification, the Parties do not intend, nor will any clause be interpreted, 
to create for any third party any obligations to or benefits from either 
Advantis or DWD.  This does not affect or limit the obligations of or benefits 
to any entity receiving Services pursuant to Section 3.1 (b).

16.15     HEADINGS

      All headings herein and the table of contents are not to be considered in 
the construction or interpretation of any provision of this Amended Agreement.  
This Amended Agreement was drafted with the joint participation of DWD and 
Advantis and shall be construed neither against nor in favor of either, but 
rather in accordance with the fair meaning thereof.  In the event of any 
apparent conflicts or inconsistencies between this Amended Agreement and any 
Exhibits or other Attachments to this Amended Agreement, 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 Amended Agreement shall prevail.

16.16     NON-EXCLUSIVITY

      Subject to DWD's obligation to meet its respective revenue commitment 
obligations and subject to DWD's obligation to pay any Termination Charge as 
set forth in this Amended Agreement, nothing herein shall prohibit DWD from 
procuring information processing, data networking and voice services from other 
providers or providing such services for itself.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AMENDED AGREEMENT, UNDERSTAND 
IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, FURTHER THE PARTIES AGREE
THAT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES 
RELATING TO THIS SUBJECT SHALL CONSIST OF (1) THIS AMENDED AGREEMENT, AND (2) 
THE EXHIBITS, INCLUDING THOSE MADE EFFECTIVE BY THE PARTIES IN THE FUTURE.  THIS
AMENDED RESTATEMENT OF THE MASTER AGREEMENT SUPERSEDES ALL PROPOSALS OR THE 
PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE 
PARTIES RELATING TO THE SUBJECT MATTER DESCRIBED IN THIS AMENDED AGREEMENT.

Accepted by:                            Accepted by:

ADVANTIS                                DEAN WITTER, DISCOVER & CO.

By:                                     By:
----------------------------------      -----------------------------------
Name:                                   Name:
----------------------------------      -----------------------------------
Title:                                  Title:
----------------------------------      -----------------------------------
Date:                                   Date:
----------------------------------      -----------------------------------


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