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Master Services Agreement for System Management Services - NationsBanc Services Inc. and Network Solutions Inc.

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                           MASTER SERVICES AGREEMENT


                                      FOR

                           SYSTEM MANAGEMENT SERVICES

                          REFERENCE NO.012272-001-001





                                 BY AND BETWEEN

                           NATIONSBANC SERVICES, INC.


                                      AND


                            NETWORK SOLUTIONS, INC.
<PAGE>   2


                           MASTER SERVICES AGREEMENT
                          REFERENCE NO.012272-001-001


                               TABLE OF CONTENTS




SECTION NO.                       SECTION HEADING
----------              -----------------------------------------------
                
1.0                        Term of Agreement
2.0                        Affiliates
3.0                        Scope of Agreement
4.0                        Mutual Representations and Warranties
5.0                        Representations and Warranties of Company
6.0                        Covenants
7.0                        Force Majeure
8.0                        Relationship/Personnel
9.0                        Subcontracting
10.0                       Ordering of Services
11.0                       Non-Discrimination
12.0                       Confidentiality
13.0                       Security
14.0                       Indemnification
15.0                       Damages
16.0                       Insurance
17.0                       Minority Business Development Initiative
18.0                       Administration
19.0                       Pricing/Fees
20.0                       Invoices/Taxes/Payments
21.0                       Retention of Records/Audit
22.0                       Termination
23.0                       Notices
24.0                       Assignment
25.0                       Arbitration
26.0                       Applicable Law
27.0                       Miscellaneous

EXHIBIT A          GENERAL CLASSIFICATIONS FOR SERVICES
EXHIBIT B          JOB CATEGORIES
EXHIBIT C          NATIONSBANC MASTER CONTRACT TIME AND MATERIAL/LABOR
                   HOUR RATES

<PAGE>   3


                  MASTER SYSTEM MANAGEMENT SERVICES AGREEMENT
                          REFERENCE NO.012272-001-001

This Master System Management Services Agreement ("Agreement") is entered into
by and between NationsBanc Services, Inc. ("NBSI") and Network Services, Inc.
("Company").

This Agreement establishes the terms, conditions and consideration under which
Company will provide services ("Services") for System Management Services as
specified in EXHIBIT B, attached and by this reference incorporated hereto.

1.0      TERM OF AGREEMENT
1.01.    INITIAL TERM. This Agreement shall apply and remain in effect from
         January 1, 1997 through December 31, 1999, excluding any potential
         renewal term(s) ("Initial Term") unless sooner terminated as provided
         herein.

1.02.    EXTENSIONS. NBSI shall have the right to extend this Agreement for an
         additional twelve (12) month period(s) ("Renewal Term") by giving
         Company written notice of its intent at least thirty (30) calendar
         days prior to the end of the Initial Term.

1.03.    CONTINUATION OF AGREEMENT. In the event NBSI fails to notify Company
         of its intent to renew or terminate this Agreement, the Agreement
         shall continue in effect on a month-to-month basis, at the prices last
         offered for Services under the Initial Term, until canceled by either
         party upon thirty (30) calendar days prior written notice to the
         other.

2.0      AFFILIATES
2.01.    Definition. When used in this Agreement, the term "NBSI Affiliate"
         shall mean all entities now or hereafter controlling, controlled by,
         or under common control, directly or indirectly, of NBSI or NBSI's
         parent.

2.02.    RIGHTS OF NBSI AFFILIATES. Company expressly acknowledges and agrees
         that (a) NBSI has contracted with Company under this Agreement in
         order to satisfy current or future obligations of NBSI to, or
         requirements of, one or more NBSI Affiliates, (b) to the extent that
         the interests of NBSI Affiliates are affected by this Agreement, all
         obligations of Company under this Agreement shall extend, and all
         rights and privileges of NBSI shall accrue, to the NBSI Affiliates to
         the same extent as such obligations, rights and privileges extend or
         accrue to NBSI under this Agreement, and (c) notwithstanding the
         foregoing, NBSI shall solely be responsible to Company for the
         performance of NBSI's obligations under this Agreement.

3.0      SCOPE OF THE AGREEMENT
3.01.    Company will provide the Services as set forth in EXHIBIT B, attached
         hereto, in accordance with the requirements for Services set forth
         therein.

3.02.    Any written document submitted to NBSI by Company in connection with
         this Agreement, including but not limited to, invoices, Services
         schedules, and the like shall reference, as applicable, Contract Task
         Order number and/or Agreement reference number.

4.0      MUTUAL REPRESENTATIONS AND WARRANTIES
4.01.    Each party represents and warrants the following: (a) in performance
         of its obligations under this Agreement, each party shall act fairly
         and in good faith; (b) its execution, delivery and performance of this
         Agreement (i) have been authorized by all necessary corporate action,
         (ii) do not violate the terms of any law, regulation, or court order
         to which such party is subject, or the terms of any material agreement
         to which the party or any of its assets may be subject, and (iii) are
         not subject to the consent or approval




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         of any third party; (c) this Agreement is the valid and binding
         obligation of the representing party, enforceable against such party
         in accordance with its terms; and (d) such party is not subject to any
         pending or threatened litigation or governmental action which could
         interfere with such party's performance of its obligations hereunder.

5.0      REPRESENTATIONS AND WARRANTIES OF COMPANY
5.01.    In rendering its obligations under this Agreement, without limiting
         other applicable performance warranties, Company represents and
         warrants to NBSI as follows: (a) all work will be performed in a
         professional and workmanlike manner; (b) Company is in good standing
         in the state of its incorporation and is qualified to do business as a
         foreign corporation in each of the states in which it is providing
         services hereunder; and (c) Company shall secure all permits,
         licenses, regulatory approvals and registrations required to render
         services set forth herein, including without limitation, registration
         with the appropriate taxing authorities for remittance of taxes.

6.0      COVENANTS
6.01.    During the term of this Agreement, Company shall (a) use all
         reasonable efforts to avoid the disruption of normal operations of
         NBSI or any NBSI Affiliate; (b)at all times maintain capital and other
         financial resources sufficient to permit Company to perform its
         obligations under this Agreement; (c) pay its debts generally as they
         become due; and (d) at the request of NBSI, shall deliver to NBSI
         financial statements of Company as prepared by or for Company in the
         ordinary course of its business and covenant that such financial
         statements are true and correct in all material respects; and (e)
         notify NBSI immediately in the event there is a material adverse
         change in the business or financial condition of Company since the
         last submission of financial statements to NBSI.

7.0      FORCE MAJEURE
7.01.    SUSPENSION OF OPERATIONS. Neither party shall be liable for damages
         for delay in the Services herein arising out of causes beyond its
         control and without its fault or negligence, including, but not
         limited to, act of God or of the public enemy, acts of the Government,
         fires, floods, epidemics, strikes, labor disturbances or freight
         embargoes (but not including delays caused by subcontractors or
         suppliers), provided that, in the case of Company, Company shall
         within ten (10) days from the beginning of such delay, notify NBSI in
         writing of the cause of delay and Company's contingency plan to cure
         such delay; however, if a delay exceeds a total of thirty (30) days,
         NBSI may terminate this Agreement.

7.02.    CONTINGENCY PLAN. Company agrees to establish and maintain policies
         and procedures relevant to contingency plans, recovery plans, and
         proper risk controls to ensure Company's continued performance under
         this Agreement. Said policies and procedures must be in place within
         sixty (60) business days from the date of execution of this Agreement
         and shall include, but not be limited to, testing with respect to
         reasonable assurance of effectiveness, control functions with respect
         to accountability elements and corrective actions to be immediately
         implemented, if necessary. Company agrees to provide copies of said
         policies and procedures to NBSI, upon request.

8.0      RELATIONSHIP/PERSONNEL
8.01.    INDEPENDENT CONTRACTOR STATUS. This Agreement shall not be construed
         as creating an employee/employer, agency, partnership, or joint
         venture relationship between Company (or any of its agents or
         employees) and NBSI or NBSI Affiliates. Each party shall have the
         obligation to supervise, manage, contract, direct, procure, perform or
         cause to be performed, all work to be performed under this Agreement
         and shall be liable for the acts or omissions of their employees and
         agents in performing their respective obligations hereunder.

8.02.    CHANGE IN PERSONNEL. Upon the request of NBSI, Company agrees to
         immediately remove any of Company's employee(s) or agent(s) who's 
         performance is unsatisfactory under this Agreement and replace such
         employee(s) or agent(s) as soon as practicable.




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8.03.    EMPLOYMENT. During the term of this Agreement including any extensions
         thereof, each party agrees not to recruit, solicit, or hire any of the
         other party's employees who are directly associated or performing
         under any Task Order issued under the Agreement. However, former
         employees of either party who have left the employ of that party for a
         period of six months during the term of this Agreement are not subject
         to this provision. Notwithstanding the above, the parties may jointly
         agree to waive this provision on a case-by-case basis upon prior
         thirty (30) Calendar Day written notice by the party seeking a waiver
         from this provision to the other party when it is in the best
         interests of either party's employee. Such notice shall be provided to
         the representative listed in Section 23 "Notices" below. No single
         waiver of this provision shall constitute a continuing or subsequent
         waiver.

9.0      SUBCONTRACTING
9.01.    In performing its obligations under this Agreement, Company may engage
         subcontractors and other third parties ("Subcontractor(s)"). Company
         shall require all Subcontractors, as a condition to their engagement,
         to agree to be bound by provisions substantially identical to those
         included in this Agreement, specifically those relating to the
         indemnification of NBSI and NBSI Affiliates, insurance requirements,
         treatment of Confidential Information, and Security. Company shall
         notify NBSI in writing of its intent to engage a Subcontractor. The
         engagement of a Subcontractor by Company shall be subject to NBSI's
         prior written consent and shall not relieve Company of any of its
         obligations under this Agreement.

10.0     ORDERING OF SERVICES
10.01.   (a)   All products and Services to be purchased by NBSI hereunder
         shall be made pursuant to Task Orders issued by NBSI to Company. The
         terms and conditions this Agreement shall control all Task Orders
         issued under of this Agreement, and no terms or conditions contained
         in the Task Orders (other than the specific delivery instructions)
         shall be of any force or effect.

         (b)   Each Task Order shall have a detailed statement of work
         describing the services ordered by that Task Order, number of labor
         hours, estimated direct costs and total ceiling amount of the Task
         Order. Each Task Order shall obligate a dollar amount against which
         Company shall invoice. Company shall not be required to perform work
         that would cause the not-to-exceed amount of the Task Order to be
         exceeded until the Task Order ceiling amount is increased by a Task
         Order modification. Task Orders become effective when executed by NBSI
         and received by Company's contract administrator listed in Section 23
         "Notices". In the event NBSI changes its requirements subsequent to
         issuance of a Task Order, the Task Order must be modified in writing
         and executed by NBSI. Such modification shall be delivered to
         Company's contract administrator for Company's execution prior to
         Company being obligated to make changes to its performance under a
         Task Order(s).

         (c)   Under each Task Order Company will provide personnel, its own
         employees, consultants or employees of its Subcontractors, who satisfy
         the minimum qualifications for the corresponding labor category they
         will perform under as set forth in Exhibit B of this Agreement. All
         hours provided under the Task Order(s) by Company's employees or its
         Subcontractors or consultants will be applied to the level of effort
         ordered by NBSI, plus or minus 10%. In order to perform under the Task
         Order(s) in the most effective manner Company may use more hours of
         one labor category and fewer hours of another category as long as
         Company does not exceed the ceiling amount of each Task Order.

10.02.   NBSI reserves the right to require reasonable changes in the criteria
         and/or schedule of Services, consisting of additions, deletions or
         modifications. All such changes in Services shall be authorized in
         writing and mutually agreed to by both parties referencing this
         Agreement.

10.03.   All instruments ("Instruments"), such as Contract Task Orders and
         invoices and the like used in conjunction with this Agreement shall be
         for the sole purpose of defining quantities, prices and a description
         of services or products to be provided hereunder, and to this extent
         only are incorporated as a part of this Agreement. Any terms and
         conditions included in Instruments beyond the purposes of




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         Instrument stated above shall not be incorporated and in no event
         shall such Instrument be construed to modify, amend, or alter the
         terms of this Agreement.

11.0     NON-DISCRIMINATION
11.01.   EQUAL OPPORTUNITY EMPLOYERS. NBSI and Company are equal opportunity
         employers and do not discriminate in employment of persons or awarding
         of subcontracts because of a persons race, sex, age, religion,
         national origin, veteran or handicap status.

11.02.   COMPLIANCE. Company is aware of and fully informed of Company's
         responsibilities and agrees to the provisions under the following: (a)
         Executive Order 11246, as amended or superseded in whole or in part,
         and as contained in Section 202 of said Executive Order as found at 41
         C.F.R: Section 60-1.4(a)(1-7); (b) Section 503 of the Rehabilitation 
         Act of 1973 as contained in 41 C.F.R. Section 60-741.4; and (c) The 
         Vietnam Era Veterans' Readjustment Assistance Act of 1974 as 
         contained in 41 C.F.R. Section 60-250.4.

12.0     CONFIDENTIALITY
12.01.   DEFINITION. When used in this Agreement, the term "Confidential
         Information" shall mean this Agreement, all Proprietary Information
         (as defined below) and all data, trade secrets, business information
         and other information of any kind whatsoever which (a) has been
         disclosed to either party, or to which either party has access, in
         connection with the negotiation and performance of this Agreement, and
         (b) relates to (i) the other party, (ii) in the case of Company, the
         NBSI Affiliates and their customers, or (iii) third party vendors or
         licensors which have made confidential or proprietary information
         available to NBSI or an NBSI Affiliate.

12.02.   PROPRIETARY INFORMATION. When used in this Agreement, the term
         "Proprietary Information" shall mean all work performed under this
         Agreement and all work product resulting from such work, including,
         without limitation, all data, designs, software, programs, card decks,
         tapes, ideas, concepts, techniques, inventions, proprietary rights,
         modifications and enhancements, together with all applicable rights to
         patents, copyrights, trademarks and trade secrets.

12.03.   NON-DISCLOSURE. Each of the parties on behalf of itself and its
         employees, officers, directors, affiliates and agents, hereby agrees
         that Confidential Information will not be disclosed or made available
         to any third party, agent or employee for any reason whatsoever, other
         than with respect to: (a) its employees on a "need to know" basis; (b)
         subcontractors and other third parties specifically permitted under
         this Agreement, on a "need to know" basis, provided that all such
         parties are subject to a confidentiality agreement which shall be no
         less restrictive than the provisions of this Section (in favor of NBSI
         and NBSI Affiliates and in form and substance satisfactory to NBSI);
         (c) independent contractors, agents, and consultants hired by NBSI,
         provided that NBSI uses reasonable efforts to cause such parties to
         maintain the confidentiality of Company's Confidential Information;
         and (d) as required by law or as otherwise permitted by this
         Agreement, either during the term of this Agreement or after the
         termination of this Agreement, provided that, prior to any disclosure
         of either party's Confidential Information as required by law, the
         party subject to the requirement shall (i) notify the other party of
         all, if any, actual or threatened legal compulsion of disclosure, and
         any actual legal obligation of disclosure immediately upon becoming so
         obligated, and (ii) cooperate with the other party's reasonable,
         lawful efforts to resist, limit or delay disclosure. Nothing in this
         Section shall prohibit or limit either party's use of information or
         data (a) that can be demonstrated to have been previously known to it,
         other than through its relationship with the other party, without a
         confidentiality restriction on the use of such information, (b)
         independently developed by it, as established by written evidence, (c)
         rightfully acquired by it from a third party with full legal right to
         disclose such information, (d) disclosed without similar restrictions
         by the party that disclosed such Confidential Information pursuant to
         this Agreement to a third party, (e) approved for disclosure by the
         affected party pursuant to this Agreement, or (f) which becomes part
         of the public domain through no breach of this Agreement.



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12.04.   EXCEPTIONS. Nothing in this Section shall prohibit or limit either
         party's use of information or data (a) that can be demonstrated to
         have been previously known to it, other than through its relationship
         with the other party, without a confidentiality restriction on the use
         of such information, (b) independently developed by it, as established
         by written evidence, (c) rightfully acquired by it from a third party
         with full legal right to disclose such information, (d) disclosed
         without similar restrictions by the party that disclosed such
         Confidential Information pursuant to this Agreement to a third party,
         (e) approved for disclosure by the affected party pursuant to this
         Agreement, or (f) which becomes part of the public domain through no
         breach of this Agreement.

12.05.   RETURN OF CONFIDENTIAL INFORMATION. Upon the termination of this
         Agreement, or at any time upon the request of the other party, each
         party shall return all Confidential Information in the possession of
         such party or in the possession of a third party (over which such
         party has or may exercise control).

12.06.   INJUNCTIVE RELIEF. In the event of any breach of the obligations under
         this Section, each party acknowledges that the other party would have
         no adequate remedy at law, since the harm caused by such a breach
         would not be easily measured and compensated for in damages, and that
         in addition to such other remedies as may be available to the other
         party, the other party may obtain injunctive relief including, but not
         limited to, specific performance.

12.07.   PUBLICITY. All media releases, public announcements and public
         disclosures by either party, or their employees or agents, relating to
         this Agreement or the name of NBSI, any NBSI Affiliate or Company,
         including, without limitation, promotional or marketing material, but
         not including any announcement intended solely for internal
         distribution by the releasing party or any disclosure required by
         legal, accounting or regulatory requirements beyond the reasonable
         control of the releasing party, shall be coordinated with and approved
         by the other party in writing prior to the release thereof.

12.08.   SURVIVAL. The provisions of this Section shall survive the term or
         termination of this Agreement for any reason.

13.0     SECURITY
13.01.   DEFINITION. Company understands that NBSI and NBSI Affiliates operate
         under various laws and federal regulatory agencies that are unique to
         the security sensitive banking industry, As such, persons engaged by
         Company to provide services under this Agreement are held to a higher
         standard of conduct and scrutiny than in other industries or business
         enterprises. Company understands and acknowledges that its employee(s)
         ("Employee(s)") shall possess appropriate character, disposition and
         honesty conducive to the environment where services are provided under
         this Agreement. Company shall, to the extent permitted by law,
         exercise reasonable and prudent efforts to comply with the Security
         provisions of this Agreement.

13.02.   ACCESS. Company shall not knowingly permit an Employee(s) to have
         access to the premises, records or data, or to engage in the conduct
         of the banking affairs of NBSI or NBSI Affiliates when such
         Employee(s): (a) has been convicted of a crime or has agreed to or
         entered into a pretrial diversion or similar program in connection
         with (i) a dishonest act or a breach of trust, as stipulated under
         Section 19 of the Federal Deposit Insurance Act, 12 U.S.C. 1829(a);
         and/or (ii) a felony; (b) uses illegal drugs.

13.03    COMPLIANCE. Upon written request from NBSI, Company shall provide
         evidence of Company's actions to comply with the above provisions for
         its Employee(s).

13.04    NOTIFICATION. NBSI shall notify Company of any act of dishonesty or
         breach of trust committed against NBSI or NBSI Affiliates which may
         involve an Employee(s) and Company shall notify NBSI if it becomes
         aware of any such offense. Following such notice, at the request of
         NBSI and to the extent permitted by law, Company shall cooperate with
         investigations conducted by or on behalf of NBSI or NBSI Affiliates.
         Such cooperation may include access to Company's Employee(s) for
         personal



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         interviews related to such investigations. In addition, at the request
         of NBSI, Company shall conduct its own investigations into the
         activities of said Employee(s), which may include polygraph
         examinations when permitted by law and not specifically prohibited by
         existing collective bargaining (Union) agreements or state statutes,
         with the results of such investigations and all files and records
         related thereto being made available to NBSI.

13.05.   INTERNAL CONTROLS. Company shall cooperate with the internal operating
         controls and security processes of NBSI and NBSI Affiliates where
         products and/or services are provided under this Agreement.

14.0     INDEMNIFICATION
14.01.   Company shall indemnify, defend, and hold harmless NBSI and the NBSI
         Affiliates and their respective officers, directors, employees,
         agents, successors and permitted assigns from and against any and all
         claims made, or asserted, or threatened by any third party and all
         related losses, expenses, damages, costs and liabilities, including
         reasonable attorneys' fees and expenses incurred in investigation or
         defense, arising out of or related to the following: (a) any act or
         omission by Company, its employees and agents or any Subcontractor
         engaged by Company in the performance of Company's obligations under
         this Agreement or otherwise; (b)any material breach in a
         representation, covenant or obligation of Company contained in this
         Agreement; (c) any claims that, in using the Products or Services
         provided to NBSI under this Agreement, NBSI or an NBSI Affiliate has
         infringed the proprietary rights of any third party; or (d) Company's
         relationship with its employees, agents or Subcontractors or its
         capacity as an employer.

14.02.   NBSI shall indemnify, defend, and hold harmless Company and its
         respective officers, directors, employees, agents, successors and
         permitted assigns from and against any and all claims made, or
         asserted, or threatened by any third party and all related losses,
         expenses, damages, costs and liabilities, including reasonable
         attorneys' fees and expenses incurred in investigation or defense,
         arising out of or related to the following: (a) any act or omission by
         NBSI, its employees and agents or any Subcontractor engaged by NBSI in
         the performance of NBSI's obligations under this Agreement or
         otherwise; (1))any material breach in a representation, covenant or
         obligation of NBSI contained in this Agreement; or (c) NBSI's
         relationship with its employees, agents or Subcontractors or its
         capacity as an employer.

15.0     DAMAGES
15.01.   CERTAIN RECOVERABLE DAMAGES. Damages recoverable under this Agreement
         shall include, without limitation, costs, expenses, losses and
         injuries incurred or suffered by: (a) NBSI or an NBSI Affiliate, as a
         result of an act, omission, breach, breach of warranty,
         non-performance or misrepresentation of Company; or (b) NBSI, on
         account of claims made against NBSI by an NBSI Affiliate, or payment
         of claims made by NBSI to an NBSI Affiliate, to the extent that such
         claims or payments result (directly or indirectly) from an act,
         omission, breach, breach of warranty, non-performance or
         misrepresentation of Company.

15.02.   CONSEQUENTIAL DAMAGES. Neither Company nor NBSI shall be liable for
         those consequential damages which consist of lost profits or loss of
         goodwill; provided, however, that the limitations set forth in this
         Section shall not apply to or in any way limit (a) Company's indemnity
         obligations under this Agreement, or (b) Company's liability to NBSI or
         an NBSI Affiliate for consequential damages which arise from Company's
         gross negligence or willful misconduct.

15.03.   ENFORCEMENT EXPENSES. If either party employs an attorney or commences
         legal or arbitral proceedings to enforce the provisions of this
         Agreement, the prevailing party shall be entitled to recover from the
         other, reasonable costs incurred in connection with such enforcement,
         including but not limited to, attorney's fees and costs of
         investigation and litigation/arbitration.

16.0     INSURANCE



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16.01.   REQUIREMENTS. Company shall, and shall require its Subcontractors to,
         secure and maintain, at its own expense, throughout the entire term of
         this Agreement, the following insurance and shall furnish to NBSI
         certificates evidencing such insurance prior to commencing work. Said
         certificates shall contain a provision whereby the policy and/or
         policies shall not be canceled or altered without at least thirty (30)
         calendar days prior written notice to NBSI.

         (a)  WORKER'S COMPENSATION/EMPLOYERS' LIABILITY. Worker's Compensation
              Insurance which shall fully comply with the statutory
              requirements of all applicable state and federal laws and
              Employers' Liability Insurance which limit shall be $500,000 per
              accident for Bodily Injury and $500,000 per employee/aggregate
              for disease. Company and its underwriter shall waive subrogation
              against NBSI.

         (b)  COMMERCIAL GENERAL LIABILITY. Commercial General Liability
              Insurance with a minimum combined single limit of liability of
              $1,000,000 per occurrence and $2,000,000 aggregate for bodily
              injury and/or death and/or property damage and/or personal
              injury. This shall include products/completed operations coverage
              and shall also include Broad Form Contractual specifically
              covering this Agreement. Further, NBSI is to be added as an
              Additional Insured on this policy with respect to operations
              covered under this Agreement.

         (c)  BUSINESS AUTOMOBILE LIABILITY. Business Automobile Liability
              Insurance covering all owned, hired and non-owned vehicles and
              equipment used by Company with a minimum combined single limit of
              liability of $1,000,000 for injury and/or death and/or property
              damage.

         (d)  EXCESS COVERAGE. Excess coverage with respect to (A), (B) and
              (C) above with a minimum combined single limit of $5,000,000.

         (e)  FIDELITY BOND. Company shall be responsible for loss to bank
              property and customer property, directly or indirectly, from
              dishonest acts of its employees in a minimum amount of
              $1,000,000. Company shall maintain Fidelity Bond coverage and
              NBSI shall be named as "Loss Payee, As Their Interest May
              Appear," on this Fidelity Bond.

17.0     MINORITY BUSINESS DEVELOPMENT INITIATIVE
17.01.   Company recognizes the NationsBank Minority Business Development
         Initiative supporting Minority and Women-Owned Business Enterprises
         and is committed, to the maximum extent practicable, participation
         with minority and women-owned business enterprises in its
         construction, procurement, and professional Services programs.

17.02.   DEFINITIONS. For purposes of this Agreement, the following are the
         definitions of "Minority-Owned Business Enterprise" and "Women-Owned
         Business Enterprise":

         (a)  "Minority-Owned Business Enterprise" is recognized as a "for
              profit" business concern, public or privately owned, which is at
              least fifty-one percent (51%) owned, controlled and operated by
              one or more "Minority Individuals" who maintain United States
              citizenship.

         (b)  "Minority Individuals" are recognized as Black Americans,
              Hispanic Americans, Native Americans (American Indians, Eskimos,
              Aleuts, and native Hawaiians), Asian-Pacific Americans, and other
              minorities as recognized by the United States Small Business
              Administration Office of Minority Small Business and Capital
              Ownership Development.

         (c)  "Women-Owned Business Enterprise" is recognized as a "for profit"
              business concern which is at least fifty-one percent (51%) owned,
              controlled and operated by women who maintain United Stated
              citizenship.



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         (d)  To quality as a Minority or Women-Owned Business Enterprise
              ("M/WBE") under this Agreement, the M/WBE must be certified by an
              agency acceptable to NBSI.

17.03.   PARTICIPATION.

         (a)  Company agrees that a minimum spending goal of five percent (5%)
              of the total dollar amount of this Agreement shall be provided by
              Minority Owned Business Enterprises.

         (b)  Company agrees that a minimum spending goal of five percent (5%)
              of the total dollar amount of this Agreement shall be provided by
              Women Owned Business Enterprises.

17.04.   Company shall provide NBSI monthly, by the 5th of each calendar month,
         a report which specifies the total amounts invoiced by and paid to
         such Minority and/or Women Owned Business Enterprises for the Calendar
         Month being reported. The report shall be in a format to be mutually
         agreed upon by Company and NBSI.

18.0     ADMINISTRATION
18.01.   REPRESENTATIVES. Company shall designate an employee and NBSI shall
         designate employee(s) ("Representative(s)") to act on each respective
         party's behalf with regard to matters arising under this Agreement;
         however, such authority does not include the authority to alter or
         amend any term, condition, or provision of this Agreement. Thereafter,
         either party may change their respective Representative by providing
         the other party prior written notice.

18.02.   CONSTRUING DOCUMENTS. Any terms and conditions included in purchase
         orders, invoices and the like used in conjunction with this Agreement
         shall be for the sole purpose of defining quantities, prices and a
         description of services or products to be provided hereunder and in no
         event shall such be construed to modify, amend, or alter the terms of
         this Agreement.

19.0     PRICING/FEES
19.01.   FEES. NBSI shall pay Company for Services provided under this
         Agreement as set forth in EXHIBIT C hereto,

19.02.   TRAVEL. Any travel by Company for the performance of Services under
         this Agreement shall be pre-approved by NBSI and reservations shall be
         made through NBSI's Travel Department, unless otherwise authorized by
         NBSI. Further, all pre-approved travel must be itemized on the monthly
         invoices submitted to NBSI and accompanied by supporting
         documentation.

19.03.   ADDITIONAL FEES. ADDITIONAL FEES. Additional fees for Services not
         listed on EXHIBIT C shall be as mutually agreed in writing between
         NBSI and Company prior to performance.

19.04.   The Service fees listed on EXHIBIT C may not be increased for a period
         of twelve (12) months from the date of this Agreement. Thereafter, the
         Service fees may only be increased by the mutual written agreement of
         NBSI and Company one time only during any twelve (12) month period.
         Company shall provide sixty (60) calendar days prior written notice to
         NBSI of any proposed price increases. Proposed price increases shall
         not exceed five (5%) percent of the current fees or the increase in
         the Consumer Price Index (CPI) for the preceding twelve (12) month
         period, whichever is less.

20.0     INVOICES/TAXES/PAYMENT
20.01.   INVOICES. Invoices are to be submitted by Company monthly, in
         duplicate, to the address set forth in the applicable Contract Task
         Order. Invoices without reference to this Agreement reference number
         or listing Services that were not requested in writing by NBSI will
         not be paid but will be returned to Company. The items listed on
         Company's invoice must appear in the same sequence as listed on the
         Contract Task Order.


                                       8
<PAGE>   11


20.02.   ITEMIZED INVOICES. Unless otherwise specified, invoices shall include
         and list all applicab1e taxes as a separate item. NBSI shall pay
         Company for all Services and applicable taxes invoiced in accordance
         with the terms of this Agreement, within thirty (30) calendar days of
         the date of receipt of invoice.

20.03.   TAXES. NBSI will reimburse Company for all sales, use or excise taxes
         levied on amounts payable by NBSI to Company pursuant to this
         Agreement, provided that NBSI shall not be responsible for remittance
         of such taxes to applicable tax authorities. NBSI shall not be
         responsible for any ad valorem, income, franchise, privilege, value
         added or occupational taxes of Company. Company shall cooperate with
         NBSI's efforts to identity taxable and nontaxable portions of amounts
         payable pursuant to this Agreement (including segregation of such
         portions on invoices) and to obtain refunds of taxes paid, where
         appropriate. NBSI may furnish Company with certificates or other
         evidence supporting applicable exemptions from sales, use or excise
         taxation.

20.04.   COMPLETION OF WORK. NBSI's payments, if any, for Services prior to the
         completion of such Services shall not diminish Company's obligations
         hereunder and shall not constitute a waiver of NBSI's rights or
         remedies hereunder. 

21.0     RETENTION OF RECORDS/AUDIT 
21.01.   Retention of Records. For a period of not less than two (2) years 
         after the termination of this Agreement, Company shall maintain at no
         additional cost to NBSI, in a reasonably accessible location, all
         material data, files and records pertaining to its performance under
         this Agreement and to charges and costs paid or payable by NBSI under
         this Agreement.

21.02.   AUDIT. Throughout the term of this Agreement and for two (2) years
         thereafter, all of the Company's data, files and records referenced
         above may be inspected, audited and copied by NBSI, its duly
         authorized agents, representatives or employees or by federal or state
         agencies having jurisdiction over NBSI or an NBSI Affiliate, at such
         reasonable times as NBSI may determine.

22.0     TERMINATION
22.01.   TERMINATION WITHOUT CAUSE. NBSI may terminate this Agreement at any
         time by providing Company with thirty (30) calendar days prior written
         notice indicating an intent to terminate.

22.02.   TERMINATION UPON DEFAULT. In addition to any other remedies available
         to either party in law or equity or under this Agreement, upon the
         occurrence of a Termination Event (as defined below) with respect to
         either party, the other party may immediately terminate this Agreement
         by providing written notice of its intent to terminate.

22.03.   TERMINATION EVENT. A Termination Event shall be deemed to have
         occurred if either party: (a) shall commit a material breach of its
         obligations under this Agreement, and the breach shall remain uncured
         for a period of thirty (30) calendar days after written notice of the
         breach is provided to the other party; (b) shall become insolvent, or
         generally unable to pay its debts as they become due, or shall become
         the subject of a bankruptcy, conservatorship, receivership or similar
         proceeding, or shall make a general assignment for the benefit of its
         creditors; (c) shall commit a fraudulent act against the other party;
         (d) shall fail to comply with any material law, statute, rule or
         regulation applicable to such party.

22.04.   Termination of this Agreement, however, shall not preclude Company's
         obligation to satisfactorily complete any Services requested under any
         Contract Task Order in effect at the time of termination, at the
         option of NBSI.

22.05.   SURVIVAL. All provisions of this Agreement and related obligations
         concerning indemnification, security, examination/audit,
         confidentiality and representations and warranties shall survive the
         termination of this Agreement.



                                       9
<PAGE>   12


23.0     NOTICES
23.01.   All material notices or other communications or notices required under
         this Agreement shall be given to the parties in writing as follows:
         (a) by registered or certified United States mail, return receipt
         requested and postage prepaid to the applicable addresses below, or to
         such other addresses as the parties may substitute by written notice
         given in the manner prescribed in this Section; (b) by hand delivery,
         including courier service delivery, to such addresses; or (c) by
         facsimile machine transmission, to the numbers provided below:

         If to NBSI:                              If to Company:


                                               
         Telecommunications                       Contracts Department
         One Independence Center                  505 Huntmar Park Drive
         101 N. Tryon Street                      Herndon, VA 22070
         NC1-001-02-07                            Telephone No.: 703/736-0193
         Charlotte, NC 28255-0001                 Facsimile : 703/742-8449 
         Attn.: Otto Caudell, III                                       
         Telephone No.: 704/386-4401         
         Facsimile:  704/386-8876            
                - and -                      
         Corporate Contracts & Procurement   
         127 North Tryon Street, 2nd Flood   
         NCI-018-02-01                       
         Charlotte, NC 28255                 
         Attn.: Phyllis Warren             
         Telephone No.: 704/386-8213         
         Facsimile: 704/386-8213             
                                             


23.02.   RECEIPT. Such notices shall be deemed to have been duly given either
         three (3) calendar days after the date of mailing as described above,
         or one (1) calendar day after being given to an express courier or
         when sent by facsimile and receipt confirmed.

24.0     ASSIGNMENT
24.01.   ASSIGNMENT. Neither party may assign this Agreement or any of the
         rights or obligations under this Agreement without the prior written
         consent of the other party, and any such attempted assignment shall be
         void. Notwithstanding the foregoing however, NBSI may assign any of
         its rights and obligations under this Agreement to an NBSI Affiliate,
         the surviving corporation with or into which NBSI may merge or
         consolidate, or an entity to which NBSI transfers all, or
         substantially all, of its business and assets and Company may assign
         any of Company's rights and obligations under this Agreement to a
         Company subsidiary.

24.02.   THIRD PARTY BENEFICIARIES. Subject to this Section, this Agreement
         shall be binding upon, and inure to the benefit of, the parties and
         their respective successors and assigns. Except as specifically set
         forth in this Agreement, the parties do not intend the benefits of
         this Agreement to inure to any third party, and nothing contained
         herein shall be construed as creating any right, claim or cause of
         action in favor of any such third party, against either of the parties
         hereto.

25.0     ARBITRATION
25.01.   BINDING ARBITRATION. Any controversy or claim between or among the
         parties hereto shall be determined by binding arbitration in
         accordance with the Federal Arbitration Act (or if not applicable, the
         applicable state law), the Rules of Practice and Procedure for the
         Arbitration of Commercial Disputes of Judicial Arbitration and
         Mediation Services, lnc./Endispute, Inc. ("J.A.M.S./Endispute"), and
         if

                                       10
<PAGE>   13


         J.A.M.S./Endispute is unable or legally precluded from administering
         the arbitration, then the American Arbitration Association ("AAA")
         will serve.

25.02.   JUDGMENTS. Judgment upon any arbitration award may be entered in any
         court having jurisdiction. Any party to this Agreement may bring an
         action, including a summary or expedited proceeding, to compel
         arbitration of any controversy or claim to which this Agreement
         applies in any court having jurisdiction over such action in the
         Governing State set forth herein.

25.03.   PROCEDURES. Upon receipt of demand for arbitration from either NBSI or
         Company, J.A.M.S./Endispute or AAA as applicable shall use its best
         efforts to appoint an arbitrator and notify NBSI and Company of such
         appointment within fifteen (15) calendar days and further to commence
         arbitration within ninety (90) calendar days. Any NBSI or Company
         demand for arbitration shall include detail sufficient to establish
         the nature of the dispute and shall be delivered to the other party
         concurrent with delivery to J.A.M.S./Endispute or AAA.

25.04.   OTHER REMEDIES. Nothing in this Section shall limit the right of
         either Company or NBSI to obtain from a court provisional or ancillary
         remedies such as, but not limited to, injunctive relief, or the
         appointment of a receiver, before, during or after the pendency of any
         arbitration proceeding brought pursuant to this Agreement.

26.0     APPLICABLE LAW
26.01.   This Agreement shall be governed by, and construed in accordance with,
         the laws of the State of North Carolina ("Governing State"). Each
         party hereby submits to the jurisdiction of such courts, and waives
         any objection to venue with respect to actions brought in such courts
         in the Governing State.

27.0     MISCELLANEOUS
27.01.   CORRESPONDENCE. Where notice, approval or similar action by either
         party is permitted or required by any provision of this Agreement,
         such action shall not be unreasonably delayed or withheld.

27.02.   COMPLETE AGREEMENT. This Agreement, including EXHIBITs and all
         materials attached hereto or referenced herein, constitute the entire
         agreement of NBSI and Company with respect to the subject matter of
         this Agreement and any agreement(s) between Company and NBSI or any
         NBSI Affiliate with respect to the subject matter is hereby superseded
         and shall hereafter have no force or effect. Other than those remedies
         specifically disclaimed in this Agreement, all remedies set forth in
         this Agreement shall be in addition to all other remedies available
         under this Agreement or at law or in equity.

27.03.   AMENDMENT AND WAIVERS. This Agreement may not be modified, waived or
         amended unless mutually agreed to in writing by the parties hereto.

27.04.   CAPTION REFERENCES AND HEADINGS. All section headings in this
         Agreement are for convenience or reference only and are not intended
         to define or limit the scope of any provision of this Agreement.

27.05.   SEVERABILITY. If any provision of this Agreement shall be held invalid
         for any reason, then such provision shall be severed from the
         remaining provisions of this Agreement and shall not affect the
         validity or enforceability of the other provisions of this Agreement,
         unless the invalidity of any such provision deprives any party of the
         economic benefit intended to be conferred by this Agreement.

27.06.   WAIVER. Any waiver by either party of any provision of this Agreement
         shall not imply a subsequent waiver of that or any other provision,
         and any failure to enforce strict performance of any provision of this
         Agreement shall not be construed as a waiver or relinquishment to
         enforce strict performance in respect to such provision on any future
         occasion.



                                       11
<PAGE>   14


27.07.   CONSTRUCTION. Notwithstanding the general rules of construction, both
         NBSI and Company acknowledge that both parties were given an equal
         opportunity to negotiate the terms and conditions contained in this
         Agreement, and agree that the identity of the drafter of this
         Agreement is not relevant to any interpretation of the terms and
         conditions of this Agreement.

27.O8.   COUNTERPARTS. This Agreement may be executed in several counterparts,
         each of which when so executed shall be deemed to be an original.


EXECUTED this 21st day of January, 1997


NBSI: NATIONSBANC SERVICES, INC.                COMPANY: NETWORK SOLUTIONS, INC.

BY: /s/BETTY W. LUTHER                          BY: /s/JAMES M. ULAM         
    -----------------------------------             -------------------------

PRINTED NAME: Betty W. Luther                   PRINTED NAME:  James M. Ulam

OFFICER's TITLE: Vice President                 TITLE:  Director of Contracts

For more information regarding the negotiation and content of this Agreement,
the following persons may be contacted:

FOR NBSI: Phyllis A. Warren                     FOR COMPANY: James M. Ulam





                                       12
<PAGE>   15


                                   EXHIBIT A

                      GENERAL CLASSIFICATIONS FOR SERVICES


The scope of work will be defined under each Task Order, and will meet one or
more of the following general classifications:

-        Engineering. Engineering support is defined as Network, Systems,
         Application, or other Information Technology engineering in which a
         professionally developed, technically accurate, cost effective,
         solution or product is delivered to NBSI.

-        Technical Studies: Technical Studies is defined as research, reviews,
         requirements analyses, evaluations, or problem determination and
         recommendations that are professionally produced and delivered to
         NBSI.

-        Operations Support. Operations Support is defined as network, systems,
         or platform operations and management in which day-to-day service
         objectives and cost versus performance are fundamental objectives and
         potential deliverables to NBSI.

-        Project Management. Project Management is defined as professional
         management of projects or programs where such services as project
         planning and scheduling, staff supervision, and progress analysis and
         reporting are fundamental objectives and potential deliverables to
         NBSI.

NBSI will provide, at its cost, connectivity from the NationsBanc LAN/WAN to
Company's Charlotte office. This connectivity will facilitate coordination and
delivery of project support under this Agreement.





                                       13
<PAGE>   16


                                   EXHIBIT B

                                 JOB CATEGORIES


JOB CATEGORY: NETWORK ANALYST

POSITION DESCRIPTION

This is an entry level position for network analysis and engineering. The
individual must possess a knowledge of network operations functions and
demonstrated skills in analysis and diagnosis of network problems. The
individual shall be experienced with specialized monitoring and diagnostic
equipment and software. The individual may possess skills and training with
particular Network Operating Systems (NOS) or network infrastructure support
equipment, such as Routers, Switches, and Concentrators.

DUTIES RESPONSIBILITIES
-        Provide support of the site's physical network, multi-user computer
         system LANs including backbone network connections and equipment, or
         desktop software and configurations.

-        Troubleshoot problems on the site network, passing on all information,
         as necessary, to the users of the site network.

-        Provide coordination and/or automation of network subscriber requests.

-        Provide logistic support to change-control and deployment of new
         network equipment and software.

EMPLOYMENT STANDARDS

Individual shall possess an Associates degree or equivalent education and
experience plus four years applicable work experience and/or technical
training. Knowledge and experience with networks to include LAN/WAN, SNA,
and/or telecommunications.





                                       14
<PAGE>   17


                                  EXHIBIT B

                                 JOB CATEGORIES


JOB DESCRIPTION: NETWORK ENGINEER

POSITION DESCRIPTION

This is an intermediate level position for network analysis and engineering.
The individual must possess a basic knowledge of network infrastructure design
and modification and demonstrated skills with analysis, formulation, and
delivery of moderately complex documentation and specifications including
diagrams, technical studies, and cost-benefit analyses in support of their
recommendations. The individual shall possess specialized skills and limited
experience with particular Network architectures, protocols, and standards.

DUTIES AND RESPONSIBILITIES

-        Provide technical engineering in support of projects and planning
         efforts with objective of delivering cost-effective solutions with
         sound, industry-standard approaches.

-        Examine and review designs, processes, standards, and technologies for
         improvement and innovation, providing appropriate written/oral
         feed-back and recommendations.

-        Assist in third-level network and network application problem analysis
         and trouble-shooting.

EMPLOYMENT STANDARDS

Individual shall possess a BA/BS degree or equivalent education and experience
plus six years applicable work experience and/or technical training. Knowledge
and experience with networks architectures to include LAN/WAN, SNA, and/or
telecommunications. Individual must have knowledge of Internet/Intranet
technologies.





                                       15
<PAGE>   18


                                   EXHIBIT B

                                 JOB CATEGORIES


JOB DESCRIPTION: NETWORK SPECIALIST

POSITION DESCRIPTION

This is a journeyman level position for network analysis and engineering. The
individual must possess a broad knowledge of network infrastructure design and
modification and demonstrated skills with analysis, formulation, and delivery
of highly complex documentation and engineering specifications including
detailed diagrams, technical studies, and cost-benefit analyses in support of
their recommendations. The individual shall possess specialized skills and
experience with a broad base of Network architectures, protocols, and
standards.

DUTIES AND RESPONSIBILITIES

-        Provide technical engineering in support of projects and planning
         efforts with objective of delivering cost-effective solutions with
         sound, industry-standard approaches.

-        Examine and review designs, processes, standards, and technologies for
         improvement and innovation, providing appropriate written/oral
         feed-back and recommendations.

-        Conduct or assist with major requirements studies and deliver
         recommendations.

-        Provide third-level network and network application problem analysis
         and trouble-shooting.

-        Provide review and guidance on internal network policies and
         standards, wherever applicable.

-        Provide review and guidance for access to external networks including
         the Internet, to assure adherence to any and all applicable policies
         and standards.

EMPLOYMENT STANDARDS

Individual shall possess a BA/BS degree or equivalent education and experience
plus six years applicable work experience and/or technical training. Knowledge
and experience with networks to include LAN/WAN, SNA, and/or
telecommunications. Individual must have knowledge and experience with
integration of Internet/Intranet technologies.





                                       16
<PAGE>   19


                                   EXHIBIT B

                                 JOB CATEGORIES


JOB DESCRIPTION: NETWORK CONSULTANT

POSITION DESCRIPTION

This is a journeyman level position for network consulting. The individual must
possess a broad background of knowledge and experience to support integration
and optimization of network technologies and applications. The individual
possesses a broad base of skills and experience with Network architectures,
protocols, and standards. The individual may possess specialized skills in
specific industry-standard networking solutions, such as IP-based or SNA
Networks.

DUTIES AND RESPONSIBILITIES

-        Provide technical consulting in support of projects and planning
         efforts with objective of delivering cost-effective solutions with
         sound, industry-standard approaches.

-        Examine and review designs, processes, standards, and technologies for
         improvement and innovation, providing appropriate written/oral
         feed-back and recommendations.

-        Independently conduct or lead major requirements studies and deliver
         recommendations.

-        Provide third-level network and network-application problem analysis
         and trouble-shooting.

-        Provide review and guidance on internal network policies and
         standards, wherever applicable.

-        Provide review and guidance for access to external networks including
         the Internet, to assure adherence to any and all applicable policies
         and standards.

-        Provide project planning and support.

EMPLOYMENT STANDARDS

Individual shall possess a BA/BS degree or equivalent education and experience
plus eight years applicable work experience and/or technical training. An
advanced degree is desirable. Knowledge and experience with networks to include
LAN/WAN, SNA, and/or telecommunications. Individual must have knowledge and
experience with integration of Internet/Intranet technologies.





                                       17
<PAGE>   20


                                   EXHIBIT B

                                 JOB CATEGORIES


JOB DESCRIPTION: ADVISORY NETWORK CONSULTANT

POSITION DESCRIPTION

This is a senior level position for network consulting. Individuals in this
position shall fully participate in complex analysis and design projects. The
individual must possess a broad background of knowledge and experience to
support integration and optimization of network technologies and applications.
The individual shall possess a broad base of skills and experience with Network
architectures, protocols, and standards. The individual shall possess
specialized skills in one or more specific industry-standard networking
solutions, such as IP-based or SNA Networks.

DUTIES AND RESPONSIBILITIES

-        Provide technical consulting in support of projects and planning
         efforts with objective of delivering cost-effective solutions with
         sound, industry-standard approaches.

-        Examine and review designs, processes, standards, and technologies for
         improvement and innovation, providing appropriate written/oral
         feed-back and recommendations.

-        Independently conduct or lead major requirement studies and deliver
         recommendations.

-        Provide third-level network and network-application problem and
         analysis and trouble-shooting.

-        Provide review and guidance for access to external networks including
         the Internet, to assure adherence to any and all applicable policies
         and standards.

-        Conduct technology studies, reviews, and investigations.

-        Provide project planning and support.

-        Provide project leadership.

EMPLOYMENT STANDARDS

Individual shall possess a BA/BS degree or equivalent education and experience
plus 10 years applicable work experience and/or technical training. An advanced
degree is desirable. Knowledge and experience with networks to include LAN/WAN,
SNA, and/or telecommunications. Individual must have knowledge and experience
with integration of Internet/Intranet technologies.





                                       18
<PAGE>   21


                                   EXIIIBIT B

                                 JOB CATEGORIES


JOB DESCRIPTION: PRINCIPAL NETWORK CONSULTANT

POSITION DESCRIPTION

This is a mastery level position for network consulting. The individual shall
possess a broad technical and analytical background of knowledge and experience
to support integration and optimization of network technologies and
applications. The individual shall possess a broad base of skills and
experience with consulting services to all areas of the company, including
marketing/business acquisition, current client support, technical staff
development, and strategic planning. The individual shall be capable of
performing independently, as required, and provide team leadership to assigned
technical staff members. The individual shall also interact with senior level
technical and executive staff; both within Network Solutions and with current
potential clients. Individuals in this position are expected to compose and
deliver, orally and in writing, reports and presentations of the highest
professional quality.

DUTIES AND RESPONSIBILITIES

-        Provide technical consulting in support of projects and planning
         efforts with objective of delivering cost-effective solutions with
         sound, industry-standard approaches.

-        Examine and review designs, processes, standards, and technologies for
         improvement and innovation, providing appropriate written/oral
         feed-back and recommendations.

-        Independently conduct or lead major requirement studies and deliver
         recommendations.

-        Provide third-level network and network-application problem analysis
         and trouble-shooting.

-        Provide review and guidance on internal network policies and
         standards, wherever applicable.

-        Provide review and guidance for access to external networks including
         the Internet, to assure adherence to any and all applicable policies
         and standards.

-        Conduct technology studies, reviews, and investigations.

-        Provide project planning and support.

-        Provide project management support.


EMPLOYMENT STANDARDS

Individual shall possess a BA/BS degree or equivalent education and experience
plus ten years applicable work experience and/or technical training. An
advanced is desirable. Knowledge and experience with networks to include
LAN/WAN, SNA, and/or telecommunications. Individual must have knowledge and
experience with integration of Internet/Intranet technologies.





                                       19
<PAGE>   22


                                   EXHIBIT C

         NATIONSBANC MASTER CONTRACT TIME AND MATERIAL/LABOR HOUR RATES



------------------------------------------------------------------------------------------------
LABOR CATEGORY                                   DURATION OF                      LONGER THAN 6
                                                 ASSIGNMENT                       MONTHS
                                                 1 HOUR TO 6 MONTHS                             
------------------------------------------------------------------------------------------------
                                                                            
PRINCIPAL NETWORK CONSULTANT                     $173                             $138
--------------------------------------------------------------------------------------
ADVISOR NETWORK CONSULTANT                       $158                             $126
--------------------------------------------------------------------------------------
NETWORK CONSULTANT                               $143                             $114
--------------------------------------------------------------------------------------
NETWORK SPECIALIST                               $124                             $99
-------------------------------------------------------------------------------------
NETWORK ENGINEER                                 $109                             $87
-------------------------------------------------------------------------------------
NETWORK ANALYST                                  $94                              $75
-------------------------------------------------------------------------------------



Subject to Section 19.04 of this Agreement, the above listed rates are valid
through December 31, 1999. Material, travel and other direct costs incurred in
the performance of the Agreement shall be reimbursed at cost plus a 5% handling
fee. Lodging and travel arrangements for Company will be made by NBSI. Task
Order modifications which extend the duration of the assignment will not
entitle NBSI to a credit or refund resulting from the change in the hourly
rate. If a Task Order modification shortens the duration of the assignment so
that the effective hourly rate increases, Company is entitled to bill the
higher rate from the date of the modification.





                                       20