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Memorandum of Understanding [Ogallala] - Nebraska Department of Economic Development and ACI Telecentrics Inc.

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                        MEMORANDUM OF UNDERSTANDING (MOU)

                               PROJECT DESCRIPTION

ACI Telecentrics, Inc., a national outbound telemarketing firm, has chosen three
(3) communities in Nebraska for their next major expansion. The three (3)
communities selected are Chadron, Ogallala and Valentine, Nebraska. ACI started
about ten years ago by two close friends, Gary Cohen and Rick Diamond. ACI
currently has 5 telemarketing call centers located in Minnesota, North Dakota
and South Dakota. ACI has successfully opened and operated these call centers
using various forms of economic development grants offered by the local
communities and states. ACI is a public company traded on the NASDAQ exchange
under the symbol ACIT. ACI's project involves the creation of 3 telemarketing
call centers: one in Chadron with 48 seats, one in Ogallala with 48 seats and
one in Valentine with 48 seats. In general, it plans to keep these call centers
available for Monday through Saturday 8:30 a.m. to 4:30 p.m. day shifts and
Monday through Friday 5:00 p.m. to 9:00 p.m. night shifts for such sixty (60)
months (except holidays).

            BUSINESS:        ACI Telecentrics, Inc., 3100 West Lake Street, 
                                   Suite 300
                             Minneapolis, MN  55416-4510     ("ACI")

            DED:             Nebraska Department of Economic Development.

            PRIMARY LENDER:  ACI themselves or a conventional lease company to
                             be determined.

            CITIES:          Chadron,  Ogallala, and Valentine Nebraska.

            OTHER:           Keith County Economic Development Corporation and 
                             Nebraska Northwest Development Corporation, 
                             Valentine's Development Corporation

                           TERMS AND CONDITIONS (LOAN)

AMOUNT OF CDBG LOAN PROCEEDS:  The amount to be loaned to ACI will be:

Chadron: $300,000 Performance based. Chadron's 50% portion will be coming from
their current reuse funds.


Valentine: $200,000 Performance based. Valentine's 50% portion will be coming
from their current reuse funds or other local sources.

Ogallala: $200,000 Performance based. Ogallala's 50% portion will be coming from
other sources.

            The other 50% portion for all communities will come from the State.
An additional $15,000 ($5,000 per community) is reserved for the audit and
administration costs. The total state award will be $100,000 Ogallala, $100,000
Valentine, $150,000 Chadron, and $15,000 Audit and Administrative costs.

USE OF LOAN PROCEEDS: All proceeds will be used for either new equipment
purchases or working capital.

INTEREST RATE AND LOAN TERMS: The loan will be Performance based.

LEASE: ACI will negotiate triple net leases (all Cities) with an initial term of
no less than ten (10) years.

OGALLALA will provide the following facility for lease as follows:

(i)         Keith County Economic Development Corporation (KCEDC) will construct
            a commercial building upon the Keith County Industrial Site which
            will contain approximately 12,000 square feet.

(ii)        ACI agrees to lease 7,000 sq. feet of office space in said
            commercial building. The building and such office space will be in
            accordance with the specifications set forth in a separate letter
            between ACI and KCEDC. Such space will be completed and made
            available for occupancy by ACI by April 30, 1998.

(iii)       ACI will pay a monthly rental of $4,200, triple net, for a period of
            10 years.

(iv)        ACI may terminate the lease prior to the expiration of such 10
            years, in which case no further rent will accrue, but if ACI
            terminates the lease prior to the expiration of 10 years, ACI shall
            pay KCEDC damages in the amounts set forth below:

            (a)   $100,000 if the lease is terminated during the first 5 years
                  of the lease;
            (b)   $90,000 if the lease is terminated during the sixth year of
                  the lease;
            (c)   $80,000 if the lease is terminated during the seventh year of
                  the lease;
            (d)   $70,000 if the lease is terminated during the eighth year of
                  the lease;
            (e)   $60,000 if the lease is terminated during the ninth year of
                  the lease;
            (f)   $50,000 if the lease is terminated during the tenth year of
                  the lease.


            However, no such damages will be due or payable if ACI terminates
            the lease because the Ogallala community could not provide adequate
            FTEs as described in paragraph 4 below.

As to facilities to be leased by ACI, ACI can select the general contractor and
the bidding process, with the intent to use local labor if competitively

COLLATERAL SECURITY: The loan will be secured by the equipment purchased with
the Loan Proceeds.

PERFORMANCE BASE CONDITION: ACI will meet the following performance based

1.          Assuming approval of the incentives under this MOU by May 20, 1997,
            and that the facilities are available on time, ACI will establish
            and open by April 30, 1998 three (3) telemarketing call centers: one
            in Chadron with 48 seats, one in Ogallala with 48 seats and one in
            Valentine with 48 seats. The parties will use their best efforts to
            open all 3 call centers no later than April 30, 1998.

2.          It will keep these 3 call centers staffed with its usual facility 
            manager and supervisory staff for a minimum of sixty (60) months 
            from the date each opens.

3.          It will make available sufficient employment positions to fully
            staff such call centers for such period of time, however, it does
            not guarantee that such call centers will attain or remain fully
            staffed, because the availability of labor and change in business
            conditions and demand for services could adversely affect ACI's
            ability to establish or to maintain fully staffed call centers.
            Therefore, the failure to actually achieve or maintain such
            employment to fully staff such call centers will not constitute a
            failure to meet the performance based criteria.

4.          It will guarantee that for such sixty (60) month period of time that
            it will attain and maintain the call centers to at least fifty
            percent (50%) capacity. This guarantee shall exist notwithstanding a
            change in regular business conditions or demand for services. This
            guarantee shall not exist if ACI's inability to perform or default
            shall have been caused by an event or events beyond the control and
            without the fault of ACI, including (without limitation) acts of
            Government, embargoes, fire, flood, explosions, acts of God or a
            public enemy, strikes, labor disputes, vandalism, civil riots or
            commotions, or the inability to procure necessary raw materials,
            supplies or equipment. This guarantee shall not exist to the extent
            the employment positions are not attained or maintained due to the
            unavailability of sufficient qualified personnel at the prevailing
            wage. The determination of whether this guarantee has been met shall
            be done in the following manner:

            (a)         ACI will attain and maintain for such sixty (60) months
                        24 FTE's in Chadron, 24 FTE's in Ogallala and 24 FTE's
                        in Valentine.


            (b)         An FTE shall mean 2,080 hours of paid employment over
                        365 days. For example, 2 persons working 1,040 hours
                        each over 365 days is one (1) FTE. One (1) person
                        working 2,600 hours over 365 days is 1.25 FTE's.

            (c)         The amount of FTEs may be measured and reviewed at least
                        annually. The final determination of FTE's shall be made
                        at the end of such sixty (60) months and shall be based
                        on whether over such entire period ACI provided such
                        minimums. For example, if at the end of such sixty (60)
                        months, ACI paid for 249,600 hours of work in Chadron
                        (24 x 2,080 x 5 years), 249,600 hours of work in
                        Ogallala, and 249,600 hours of work in Valentine (24 x
                        2,080 x 5 years), then ACI will have met the guarantee,
                        regardless of when during such sixty (60) months the
                        hours were worked. Paid vacation or other paid times off
                        will be included as hours worked in the FTE
                        calculations. ACI will report to DED the employment
                        numbers quarterly.

            (d)         If the guarantee is met as to any call center, then the
                        performance based condition shall be considered met for
                        that City and for purposes of the Loan Proceeds that
                        relate to that City (whether the Loan Proceeds were from
                        State or local sources). The failure to meet the
                        guarantee in one or two Cities shall not affect whether
                        it is met in one or two other Cities.

            (e)         ACI will pay a beginning hourly wage of no less than
                        $6.00 per hour and an average hourly wage of no less
                        than $7.25 per hour (including commissions) for
                        employees who have completed at least 2,080 paid hours
                        of service with ACI.

            (f)         ACI will provide quality employment benefits in
                        Nebraska, as determined by ACI, with a probationary
                        period of no more than 90 days. The employment benefits
                        will include at least group health insurance 80% paid by
                        ACI for all full-time employees. The employment benefits
                        for salaried employees will contain additional benefits.
                        All employees will be eligible for the stock purchase

            (g)         At least fifty-one percent (51%) of the positions will
                        be made available to the LMI (low to moderate income)
                        category of individuals (as defined below). ACI shall
                        not be considered to be in breach of this condition if
                        insufficient qualified LMI personnel are available.

5.          If ACI meets the performance based requirements, the Loan Proceeds
            will be forgiven pro rata at least annually based on DED
            verification of ACI's performance to such time. No interest will be
            paid during such time and no interest will be due if the performance
            based requirement is met. If the performance based requirements are
            not met, then up to the entire Loan Proceeds will be due and payable
            at the end of such sixty (60) month period, with interest accrued at
            eight percent (8%) per annum on the due and payable portion from the
            date the Loan Proceeds were first disbursed to or for ACI. The
            portion of the Loan Proceeds to be forgiven will be zero if either
            of requirements 1 through 3 


            above are not met. The portion of the Loan Proceeds to be forgiven
            if requirement 4 above is not fully met will be that percentage that
            the requirement was met as to each such City. For example, if the
            requirement is fully met in Chadron and Ogallala, but in Valentine
            only 149,760 hours were paid for, then all of the Chadron and
            Ogallala portion of the Loan Proceeds shall be forgiven, but only
            60% (149,760 / 249,600) of the Valentine portion shall be forgiven.

GUARANTORS:  ACI will be the obligor on the loan.


 Uses of                              ACI and/or          Chadron
   Funds                  CDBG           Lender          City Reuse           Ogallala          Valentine              Total
                        ---------      -----------      -------------        -----------      ------------          -----------
Equipment                $125,000         $200,000          $  75,000          $  50,000       $                    $   450,000
Equipment or
Working Cap               100,000                                                                  100,000              200,000
Working Cap               125,000          200,000             75,000             50,000                                450,000
CDBG Admin                 15,000                                                                                        15,000
                        ---------      -----------      -------------        -----------      ------------          -----------
  TOTAL                  $365,000         $400,000           $150,000           $100,000          $100,000           $1,115,000

SUPPORT FUNDING: DED reserves the option to provide additional funds to any city
if their matching funds source is depleted. These funds will be repaid directly
to DED by respective city. The source of repayment would normally come from
local CDBG (ED) program income. The only acceptable cause of this depletion
shall be the city's local funding of eligible CDBG (ED) projects prior to
disbursement or drawdown of ACI's funds.

CITY REUSE: The Cities reuse funds are being committed to this project, and
being disbursed primarily as Performance based loans.


TITLE INSURANCE:  As needed per ACI's requirements, if any.

FLOOD INSURANCE:  As needed per Cities requirements, if any.

LIABILITY INSURANCE: The Cities and DED will be listed as co-loss payees and
additional insurers under ACI's casualty insurance policy on the equipment
purchased with the Loan Proceeds.

PERFORMANCE LMI TARGETS: ACI shall use the Nebraska Job Service for their
recruiting of new employees to assist in the documentation of first
consideration being given to low and moderate income persons.


LMI individuals are defined as multi or single person families having incomes
equal to or less than income limits for their resident county(s). Income limits
are published in the CDBG Application Guidelines as well as other statewide and
federal guidelines. These income limits are based on the HUD estimates of median
family income for Fiscal Year 1996. As required by statute, the definition of
low income family is based on 80% of the median income for the area, with
adjustments for smaller and larger families, and the very low-income family
income limits are based on 50% of the median with adjustments for family size.
The 1987 HUD Act provision established minimum income limit standards based on
the State non-metropolitan median family income level. This provision increases
income limits for many non-metropolitan counties.


The Cities must submit the following prior to drawdown of CDBG funds:

            1. The CDBG funds shall not be disbursed prior to Primary Lender's
            or ACI's, but may be drawn simultaneously.

            2. The Cities must submit documentation that all program income from
            all previously awarded CDBG Awards, (if any), has been disbursed for
            this project. No new CDBG funds will be drawn by the Cities from DED
            until the expenditure of these funds is documented by the Cities and
            confirmed by DED.

            3. Compliance with environmental checklist.

            4. Notification that no CDBG funds will be used during the
            remodeling or construction phase. The CDBG funds can only be used as

            5. Copies of Cities executed loan closing documents.

            6. Signing of the ED Contract between the Cities and DED.

                               GENERAL CONDITIONS

FINANCIAL REPORTING: ACI will furnish to the Cities and DED annual audited
financial statements including a balance sheet and income statement, within 120
days after the close of each fiscal year end (or within 30 days after such
statements are available, if later).

NO MATERIAL CHANGE: The CDBG Loan, the financial information of ACI and all
other features of the transaction will be represented in the application without
material adverse change.

DUE ON SALE: The total award(s) will be due and payable upon the sale and
transfer of the assets acquired with CDBG funds or upon the sale or transfer of
ACI from the present owners to 


others, unless otherwise approved in writing by DED and the City. Said approval
will not be unreasonably withheld.

LOCATION OF PROJECT: ACI will agree to keep such call centers in Chadron,
Ogallala, and Valentine, Nebraska for such sixty (60) months and shall further
agree to not move or relocate these 3 call centers to any other Nebraska
community or out of state for such sixty (60) months without obtaining the prior
written approval and consent of the Cities and DED. If a move is transacted, DED
or the Cities have the option to make full demand on all awarded CDBG funds. The
DED will use its best efforts to find ACI within the next 24 months another
suitable location for a fourth call center so as to enable ACI to meet the
employment and investment levels of LB775, Nebraska's Employment and Investment
Growth Act. This fourth call center is not a requirement that ACI must meet
under this MOU.

WARRANTY OF REPRESENTATION: The Cities and ACI shall warrant that the CDBG
proceeds will be used as set forth in the MOU and that the information and
warranties contained in the application including the above LMI commitment,
listing by job title of those to be created; a justification for the number of
jobs to be created, a commitment that training will be provided for jobs created
requiring special skills or education and a description of the first
consideration process is accurate and will be, or has been, fulfilled by ACI.

PERFORMANCE REVIEW: The Cities are required to periodically review ACI's
performance in obtaining job creation goals. ACI is required to have each new
employee complete an Employee Certification Form. This form establishes the LMI
status, race, gender and handicap status of each employee. From this form ACI
and the Cities must complete Quarterly Job Creation forms. These reports must be
forwarded to the City and DED for review on a quarterly basis.

LOAN DOCUMENTATION & COSTS: ACI will be required to prepare all loan closing
documents, subject to the Cities and DED's approval, which all parties will use
their best efforts to complete within 15 days prior to scheduled loan closing
date. All documents submitted to DED by ACI or the Cities must be certified by
the Cities Attorney as copies of the original. Each party will pay their own
costs, expenses and legal fees. The loan closing documents shall include: LOAN
LEASE, ASSIGNMENT OF LEASE, and any other agreed upon necessary document.

PUBLIC ANNOUNCEMENTS: Any public announcement of this project will first be
coordinated with all parties to this MOU and NPPD and will be subject to ACI's
prior approval.

                               OTHER STIPULATIONS

CONTINGENT APPROVAL: All the terms and conditions herein contained are
contingent upon the following factors:

            1.          The signing of this MOU prior to DED's Project Review
                        Team favorable recommendation. 


            2.          ACI cannot pay for the equipment to be acquired with the
                        funds covered under this MOU prior to receipt of the
                        Notice of Approval letter.

IN WITNESS WHEREOF, the parties to this MOU have affixed their signatures on the
date specified below.

____________________________________________    ________________________________
Business Official or Designee                   Ogallala's Chief Elected 
                                                Official or Designee

____________________________________________    ________________________________
Title                                           Title

____________________________________________    ________________________________
Date                                            Date


____________________________________________    ________________________________
DED Official or Designee                        Lender Official or Designee

____________________________________________    ________________________________
Title                                           Title

____________________________________________    ________________________________
Date                                            Date
Keith County Economic Development Corporation Official or Designee