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Systems Integrator Agreement - PeopleSoft Inc. and Shared Medical Systems Corp.

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                                      [*]

                          SYSTEMS INTEGRATOR AGREEMENT

                           (Non-Exclusive Appointment)

This Agreement ("Agreement") is made as of the Effective Date by and between
PeopleSoft, Inc. ("PEOPLESOFT") a Delaware corporation having a place of
business at 1331 North California Boulevard, Walnut Creek, California 94596 and
Shared Medical Systems Corporation ("SMS") a Delaware corporation having a place
of business at 51 Valley Stream Parkway, Malvern, Pennsylvania 19355

1.       APPOINTMENT / GRANT OF LICENSES

a)       PeopleSoft hereby appoints SMS as its (i) non-exclusive systems
         integrator for the sub-licensing of the PeopleSoft HRMS Software, under
         the SMS label, throughout the Territory to End Users solely in
         conjunction with SMS's simultaneous distribution of SMS's Core
         Applications and (ii) exclusive (except for PeopleSoft's distributor,
         ADP, and as otherwise stated herein, including, Sections 2.c and 2.d)
         systems integrator for the sub-licensing of the PeopleSoft HRMS
         Software, under the SMS label, throughout the Territory to SMS End
         Users.

b)       PeopleSoft hereby appoints SMS as its (i) non-exclusive systems
         integrator for the sub-licensing of the PeopleSoft Financial Software,
         under the SMS label, throughout the Territory to End Users solely in
         conjunction with SMS's simultaneous distribution of SMS's Core
         Applications and (ii) exclusive (except as otherwise stated herein,
         including, Sections 2.c and 2.d) systems integrator for the
         sub-licensing of the PeopleSoft Financial Software, under the SMS
         label, throughout the Territory to SMS End Users.

c)       PeopleSoft hereby grants to SMS (i) a non-exclusive and nontransferable
         license to sub-license the PeopleSoft HRMS Software, under the SMS
         label, throughout the Territory solely to End Users in conjunction with
         SMS's simultaneous distribution of SMS's Core Applications and (ii) an
         exclusive (except for PeopleSoft's distributor, ADP, and as otherwise
         stated herein, including, Sections 2.c and 2.d) and nontransferable
         license to sub-license the PeopleSoft HRMS Software, under the SMS
         label, throughout the Territory solely to SMS End Users, for
         installation and use on a Server located in the Territory subject to
         the terms and conditions of a License Agreement.

d)       PeopleSoft hereby grants to SMS (i) a non-exclusive and nontransferable
         license to sub-license the PeopleSoft Financial Software, under the SMS
         label, solely to End Users throughout the Territory in conjunction with
         SMS's simultaneous distribution of SMS's Core Applications and (ii) an
         exclusive (except as otherwise stated herein, including, Sections 2.c
         and 2.d) and nontransferable license to sub-license the PeopleSoft
         Financial Software, under the SMS label, throughout the Territory
         solely to SMS End Users, for installation and use on a Server located
         in the Territory subject to the terms and conditions of a License
         Agreement.

e)       PeopleSoft hereby grants to SMS a perpetual, non-exclusive and
         nontransferable license to use the PeopleSoft Software, including third
         party software specified on Exhibit C, for its own internal use subject
         to the terms and conditions of the PeopleSoft License Agreement
         attached hereto as Exhibit E. With regards to SMS's internal use
         license only, SMS shall have the right, at no additional PeopleSoft
         license fee, to distribute the PeopleSoft manufactured components of
         the Software (which excludes third party software identified in
         PeopleSoft's then-current Hardware and Software Requirements Document,
         a copy of such document as of the Effective Date is attached hereto as
         Exhibit H) to multiple other Servers located either inside or outside
         the Territory ("Distributed Sites") for the purpose of load balancing
         SMS's data volumes and for performance efficiency purposes. SMS shall
         support all Distributed Sites through SMS's central site. Support items
         such as hotline support and distribution of maintenance Releases will
         be conducted and distributed through SMS's central site. SMS is
         responsible for obtaining, at its expense, any third party software
         necessary to process at the Distributed Sites.

*        Certain information on this page has been ommitted and filed separately
         with the Commission. Confidential treatment has been requested with
         respect to the ommitted portions.

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<PAGE>   2

f)       SMS's internal use license for PeopleTools for general development, as
         specified on Exhibit C, shall be used solely to (i) develop
         applications for SMS's internal systems and/or (ii) develop
         modifications and/or enhancements to the PeopleSoft Software. SMS shall
         not market or distribute the applications developed with PeopleTools
         for SMS's internal systems without executing a mutually acceptable
         amendment to this Agreement authorizing such extended use and
         specifying the royalty associated with such usage. SMS shall have the
         right to market or distribute the modifications and/or enhancements to
         the PeopleSoft Software developed with PeopleTools to End Users,
         provided such modifications and enhancements do not compete with any
         application offered by PeopleSoft.

g)       Except for the third party software, specified in Section 1.h below,
         that is embedded in the application programming code for the PeopleSoft
         Software, any third party software required by End Users to operate the
         PeopleSoft Software must be licensed directly from the manufacturer or
         an authorized dealer. As of the Effective Date, PeopleSoft represents
         that the third party software identified in the Hardware and Software
         Requirements Document is the third party software necessary to operate
         the PeopleSoft Software. The Hardware and Software Requirements
         Document as of the Effective Date is attached hereto as Exhibit H.

         PeopleSoft agrees to notify SMS of any changes regarding such third
         party software in accordance with PeopleSoft's standard notification
         procedures for its early release customer base which includes
         notification via PS/Forum. The early release customer program is
         described in Section 5.a.

h)       As of the Effective Date, PeopleSoft represents that the third party
         software embedded in the application programming code for the
         PeopleSoft Software is as follows:

         Halo Image Library
         Two MicroSoft DLL Files: XLCALL.DLL and CTL3D.DLL
         One 123DLL file from Lotus.

         PeopleSoft agrees to notify SMS of any changes regarding such embedded
         third party software in accordance with PeopleSoft's standard
         notification procedures for its early release customer base which
         includes notification via PS/Forum. The early release customer program
         is described in Section 5.a.

i)       PeopleSoft hereby grants to SMS a non-exclusive and nontransferable
         license to use the PeopleSoft Software in the Territory to provide
         technical support, training, and sales support, including
         demonstrations, to End Users subject to the terms and conditions of the
         PeopleSoft License Agreement attached hereto as Exhibit E.

j)       PeopleSoft hereby grants to SMS the right to copy or reproduce the
         PeopleSoft Software and Documentation or any part thereof only as is
         required for the sublicense and distribution purposes as outlined
         herein and as otherwise permitted under Section 3(c). SMS shall
         reproduce the PeopleSoft Software and Documentation only in the
         Territory.

k)       PeopleSoft hereby grants SMS the right to sublicense the PeopleSoft
         Software under a SMS trade name. However, any such "private labeling"
         shall in no way (i) diminish PeopleSoft's rights, title or interest in
         the PeopleSoft Software and PeopleTools, (ii) alter SMS's obligation
         under this Agreement or (iii) use any part of PeopleSoft trademark or
         trade name, including the word "People".

l)       In the event PeopleSoft develops and licenses additional PeopleSoft
         HRMS Software Modules and/or PeopleSoft Financials Software Modules,
         and SMS and PeopleSoft desire to expand the scope of this Agreement to
         cover such additional modules, PeopleSoft agrees that the additional
         fees (distribution, royalties and maintenance, including telephone
         support) shall be proportionate to the fees specified in Exhibit B. The
         calculation shall compare PeopleSoft's list price for such additional
         modules to the list price for the modules specified in Exhibit A. An
         example for illustrative purposes only: if the list price for the
         PeopleSoft Software Modules listed on Exhibit A is $1,000,000 and the
         list price for a future

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         PeopleSoft HRMS Software Module is $100,000, the royalties stated in
         Section 4.b of Exhibit B shall increase by ten percent (10%) which is
         100,000 divided by $1,000,000.

2.       LICENSE VARIATIONS

a)       If, after a Substantial "Selling" Effort by SMS, a Health Care Industry
         prospect in the Territory that is not a SMS End User decides to license
         only the PeopleSoft Software and not SMS's Core Applications,
         PeopleSoft agrees that, upon PeopleSoft's prior written approval, which
         approval shall not be unreasonably withheld, SMS shall have the right
         to license the PeopleSoft HRMS Software and PeopleSoft Financial
         Software, respectively, to such prospect for installation and use on a
         Server located in the Territory subject to the terms and conditions of
         a License Agreement; provided SMS pays PeopleSoft the applicable
         royalty specified in Exhibit B. SMS understands and agrees that
         notwithstanding anything to the contrary, PeopleSoft may withhold its
         consent if PeopleSoft is competing with SMS in order to license the
         PeopleSoft Software to the prospect.

b)       SMS may not grant any rights or licenses to distribute the PeopleSoft
         Software to any computer equipment manufacturers, value added
         resellers, sub-distributors or other third party without the separate
         prior written approval of PeopleSoft, which approval may be withheld by
         PeopleSoft for any reason or may be subject to such conditions as
         determined by PeopleSoft in its discretion. In the event PeopleSoft
         allows SMS to grant any such sub-distribution rights, SMS shall submit
         a copy of the proposed sub-distribution agreement to PeopleSoft for
         review and approval prior to appointment of the sub-distributor.

c)       PeopleSoft retains the right to distribute the PeopleSoft Software
         directly in the Territory by itself or through other then-current
         distributors, oems, vars and other channel partners. Except as stated
         in Section 2.d below, SMS shall not be entitled to any compensation or
         credit for such PeopleSoft related transactions. However, with respect
         to SMS End Users, PeopleSoft agrees that PeopleSoft and its
         then-current distributors, oems, vars and other channel partners (with
         the specific exclusion of ADP as to PeopleSoft HRMS Software) shall
         only market the PeopleSoft Software (i) to the SMS End Users listed on
         Exhibit L on which PeopleSoft has expended a Substantial "Selling"
         Effort and (ii) with SMS's prior written permission, which permission
         shall not be unreasonably withheld, to other SMS End Users upon direct
         solicitation by such entities. SMS understands and agrees that during
         the nine (9) month period following the Effective Date, PeopleSoft has
         the exclusive right to market, distribute and license the PeopleSoft
         Software to the SMS End Users listed on Exhibit L. PeopleSoft
         understands and agrees that after the expiration of the nine (9) month
         period following the Effective Date, PeopleSoft must cease to market
         the PeopleSoft Software to SMS End Users listed on Exhibit L unless
         such SMS End Users directly solicit PeopleSoft and SMS grants
         PeopleSoft SMS's prior written permission, which permission shall not
         be unreasonably withheld.

         SMS understands and agrees that during the twelve (12) month period
         following the Effective Date, PeopleSoft has the exclusive marketing,
         distribution and licensing rights for the prospects listed on Exhibit L
         and SMS shall not market or distribute the PeopleSoft Software to such
         prospects during such twelve month period.

         SMS understands and agrees that during the Term of this Agreement,
         including all subsequent renewals, PeopleSoft has the right to market,
         distribute and license the PeopleSoft Software to the entities listed
         on Exhibit L that are current PeopleSoft customers and SMS End Users.

         With regards to the SMS End Users described in this Section, PeopleSoft
         is not obligated to pay royalty or issue any credit to SMS in
         conjunction with a license of the PeopleSoft Software to such entities
         by PeopleSoft.

d)       If, after a Substantial "Selling" Effort by SMS, a SMS End User decides
         to license the PeopleSoft Software directly from PeopleSoft, SMS agrees
         that, upon SMS's prior written approval, which approval shall not be
         unreasonably withheld, PeopleSoft shall have the right to license the
         PeopleSoft HRMS Software and

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         PeopleSoft Financial Software, respectively, to such SMS End User;
         provided PeopleSoft credits to the royalties SMS is obligated to pay
         PeopleSoft the amounts specified in Exhibit B. Notwithstanding anything
         to the contrary, the credit obligation shall not apply to the SMS End
         Users listed on Exhibit L on which PeopleSoft has expended a
         Substantial "Selling" Effort. PeopleSoft understands and agrees that
         notwithstanding anything to the contrary, SMS may withhold its consent
         if PeopleSoft is competing with SMS in order to license the PeopleSoft
         Software to the SMS End User.


3.       LICENSE EXCLUSIONS

a)       SMS shall not license or distribute the Software outside the Territory,
         except as expressly provided herein. SMS has no right to exploit
         PeopleSoft's intellectual property except as specifically set forth in
         this Agreement.

b)       Except as otherwise stated herein, SMS shall not license or distribute
         the PeopleSoft Software to any entity that (i) is not simultaneously
         licensing SMS's Core Applications in conjunction with the PeopleSoft
         Software or (ii) is not a SMS End User.

c)       SMS shall not (or permit any third party to) copy, translate or modify
         the PeopleSoft Software and Documentation, except for sublicense
         distribution purposes, normal back-up, disaster recovery testing,
         disaster recovery operation, archival copies or as otherwise stated in
         this Agreement and/or the License Agreement. Notwithstanding anything
         to the contrary in this Agreement, SMS shall have the right to enable
         End Users to cause additional facilities and affiliated entities under
         contract with End User to access the PeopleSoft Software provided that
         PeopleSoft's intellectual property rights are protected.

d)       SMS shall not permit any third party to license, sublicense,
         distribute, assign, transfer or use the PeopleSoft Software, except as
         specifically permitted under this Agreement.

e)       SMS warrants that SMS will not export or disclose directly or
         indirectly: (i) the PeopleSoft Software or related technical
         information, documents or materials; or (ii) any direct product
         produced from the PeopleSoft Software or related technical information,
         documents, or materials without the prior written consent, if required,
         of the Office of Export Administration of the US Department of
         Commerce, Washington DC. In the event SMS elects to operate
         internationally as specified in Section 8 of Exhibit B, SMS shall use
         its best endeavors to ensure its international customers abide by the
         terms contained in this clause. Such obligation shall be satisfied by
         the inclusion in SMS's License Agreement of a warranty similar to that
         contained herein.

f)       Neither party shall knowingly make any false or misleading
         representations concerning the other party or the other party's
         Software.

4.       SMS'S OBLIGATIONS

During the Term, SMS agrees to do each of the following :

a)       Use all reasonable efforts commensurate with market demand to solicit
         licenses of the PeopleSoft Software and provision of Maintenance, as
         distributor for PeopleSoft, from End Users located within the
         Territory.

b)       Enter into, in its own name and not that of PeopleSoft, licenses of the
         PeopleSoft Software directly with End Users, pursuant to a License
         Agreement. SMS warrants that all end user license agreement shall
         contain (i) confidentiality and scope of use provisions substantially
         similar to the form attached hereto as Exhibit I and (ii) a third party
         beneficiary rights provision that shall allow PeopleSoft the right to
         enforce the confidentiality and scope of use provisions.

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c)       Offer Maintenance to all End Users pursuant to a Maintenance Agreement.
         It is expressly agreed by SMS that all Maintenance Agreements executed
         by SMS pursuant to this Agreement are executed by SMS as principal and
         not as agent for PeopleSoft.

d)       Perform or cause to be performed, the following: (i) the installation
         of the PeopleSoft Software, if elected by End User, (ii) the training
         of End User personnel in the use of the PeopleSoft Software, (iii) the
         provision of Maintenance required under any Maintenance Agreement. Any
         expenses associated with such activities shall be paid by SMS and/or
         the End User. In no event shall PeopleSoft be responsible for such
         activities and the associated expenses.

e)       Except as otherwise provided in this subsection 4.e, not directly or
         indirectly market or distribute any products in the Territory which
         compete with the PeopleSoft Software. As of the Effective Date,
         products from Oracle (financials), Dun & Bradstreet Software, SAP, JD
         Edwards, Ross Systems (excluding licensees existing on the Effective
         Date and additional licenses and/or license extensions to SMS's Allegra
         customer base), Integral, Cyborg and Tesseract are competing products.
         Notwithstanding anything to the contrary, this restriction shall not
         apply to SMS's marketing or distribution (i) to SMS End Users that, on
         the Effective Date, have an existing license with SMS for a Ross
         Systems application, (ii) of any new license(s) and/or license
         extension(s) between SMS and SMS's Allegra customer base for a Ross
         Systems application, (iii) of any new license(s) between SMS and SMS's
         Allegra prospects for a Ross Systems application during the twelve (12)
         month period after the Effective Date, provided SMS has expended a
         Substantial "Selling" Effort on such prospect(s) prior to the Effective
         Date, and (iv) of SMS's current legacy applications for Human Resources
         and Financials, such as UNITY, INVISION, MS4. SMS represents that SMS
         does not intend to proliferate the Ross Systems application within
         SMS's Allegra customer base. This list may be updated during the Term
         to include other products reasonably understood in the marketplace to
         be competitors of PeopleSoft's products. This obligation shall not
         survive termination of this Agreement. In the event SMS has paid
         PeopleSoft the total amount of all the fees specified in Sections 4.a,
         4.c and 4.d SMS may elect to market or distribute products in the
         Territory which compete with the PeopleSoft Software.

f)       Distribute the PeopleSoft Software to End Users properly licensed to
         use the PeopleSoft Software.

g)       Distribute Releases to End Users properly licensed to use the
         PeopleSoft Software and under a current Maintenance Agreement with SMS.

h)       Bear and be liable for all costs and expenses initiated and incurred by
         SMS in fulfilling its responsibilities under this Agreement.

i)       Bear and be liable for all reasonable travel and living expenses
         incurred by PeopleSoft personnel performing services pursuant to this
         Agreement at the request of SMS. Such expenses shall be reimbursed in
         accordance with SMS's then current expense reimbursement policy for its
         employees. At copy of such policy as of the Effective Date is attached
         hereto as Exhibit M.

j)       Be responsible for acquiring the right to distribute and sublicense, or
         requiring that End Users acquire, any third party software products or
         modules normally provided by PeopleSoft in conjunction with a license
         of the PeopleSoft Software. Such third party software products are
         described in PeopleSoft's Hardware and Software Requirements Guide, a
         copy of such document as of the Effective Date is attached hereto as
         Exhibit H. PeopleSoft shall update such guide periodically to identify
         the then-current third party software products or modules associated
         with the PeopleSoft Software.

k)       To oversee the parties relationship under this Agreement, create with
         PeopleSoft an Executive Team comprised of one senior management
         representative from each organization. The Executive Team will meet at
         least twice a year throughout the term of this Agreement and be
         responsible for monitoring the progress of the relationship,
         recommending and causing improvements to be implemented, and discussing
         mutual strategy as it relates to the Agreement. The meetings shall
         alternate between PeopleSoft's corporate


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         headquarters and SMS's corporate headquarters. In the event of a
         deadlock, the Executive Team will submit to dispute escalation
         procedures pursuant to Section 19.

5.       PEOPLESOFT'S OBLIGATIONS

During the Term, PeopleSoft agrees to do each of the following:

a)       Provide SMS with reasonable prior notice concerning PeopleSoft's
         release of new or updated software. PeopleSoft agrees that SMS shall be
         treated as an "early release" customer, provided SMS has paid the
         Software Support Services fee for the then-current year. Accordingly,
         SMS shall receive pre-release beta versions of the PeopleSoft Software
         to assist SMS with planning its direction. The pre-release beta
         PeopleSoft Software is provided "as is" without any Software Support
         Services. Provided SMS is a then-current participant in PeopleSoft's
         Software Support Services and Maintenance Program as specified in
         Sections 4.f and 4.g of Exhibit B and specifically excluding Sections
         4.h and 4.i of Exhibit B, PeopleSoft shall deliver to SMS the generally
         available Release of the PeopleSoft Software if or when such Releases
         are available.

b)       Provide SMS with membership in PeopleSoft's Healthcare Advisory Group.
         Such group meets periodically to discuss the direction of PeopleSoft's
         efforts in the healthcare market. In addition, PeopleSoft agrees to
         provide SMS with access to PeopleSoft's strategic marketing group for
         the healthcare industry. Such access shall be available based upon a
         mutually agreeable schedule.

c)       Provide SMS with a copy of software marketing materials, price lists
         and updates thereto for SMS's use solely in connection with this
         Agreement. For certain software marketing materials, PeopleSoft may
         charge SMS PeopleSoft's cost associated with producing and delivering
         such marketing materials.

d)       Provide SMS with Secondline Support and reasonable access to
         PeopleSoft's standard Lotus Notes database or successor database.
         PeopleSoft shall have no obligation to directly support SMS's
         customers. In the event an End User is experiencing a Priority A Error,
         as defined in Exhibit D, within the twelve month period following the
         Effective Date (and such period shall continue for as long as SMS has
         paid the applicable Software Support Services fee as specified in
         Sections 4.f, 4.g, 4.h and 4.i of Exhibit B) and SMS is unable to
         correct such error after utilizing all reasonable efforts, PeopleSoft
         agrees that such End User may directly contact PeopleSoft for
         assistance with such error, provided SMS notifies the PeopleSoft
         support representative of the situation.

e)       Provide other technical support, as reasonably requested by SMS on a
         time and material basis. As of the Effective Date, PeopleSoft's
         consulting rates are as follows:

<TABLE>
<S>                                         <C>     
         Consultant                         $175/hour
         Senior Consultant                  $200/hour
         Manager                            $225/hour
         Product Specialist                 $225/hour
</TABLE>

         On-site consulting services are charged at a minimum increment of four
         (4) hours per day.

f)       Provide SMS with Releases in accordance with PeopleSoft's then current
         commercial practices.

g)       For the PeopleSoft Software used exclusively for SMS's internal use,
         provide SMS with Maintenance as described in Exhibit F.

h)       Provide SMS with [*] training units for use at any PeopleSoft training
         facility in order for SMS to become a certified instructor and for
         SMS's internal use. The fee for such training units are included in the
         fees specified in Sections 4.a, 4.c and 4.d of Exhibit B. SMS must use
         these training units within two years from the Effective Date. During
         the first year of this Agreement, SMS may only utilize

*        Certain information on this page has been ommitted and filed separately
         with the Commission. Confidential treatment has been requested with
         respect to the ommitted portions.

                                  Page 6 of 51
<PAGE>   7

         [*] training units which is sixty percent (60%) of the total number of
         training units. During the second year of this Agreement, SMS must
         utilize the remainder of the training units. One training unit is the
         equivalent of one student day of training in a PeopleSoft training
         class. As of the Effective Date, the fee associated with on-site
         training is as follows: $1,500 per day instructor fee plus the
         applicable number of training units per day per on-site training class
         plus the reasonable travel and living expenses incurred by PeopleSoft
         personnel in association with such training.

i)       Provide SMS with [*] site support days to be used during the initial
         installation of the PeopleSoft Software. During the first year of this
         Agreement, SMS may only utilize nine (9) support days which is
         approximately sixty percent (60%) of the total number of support days.
         During the second year of this Agreement, SMS must utilize the
         remainder of the support days. The fee for such on-site support days
         are included in the fees specified in Sections 4.a, 4.c and 4.d of
         Exhibit B. The services to be performed during the on-site days will be
         the services reasonably requested by SMS.

j)       Provide SMS with [*] hours of consulting services to assist with the
         installation and/or implementation of the PeopleSoft Software at SMS or
         End-User sites. The fee for such consulting services are included in
         the fees specified in Sections 4.a, 4.c and 4.d of Exhibit B. SMS must
         use these consulting hours within two years from the Effective Date.
         During the first year of this Agreement, SMS may only utilize [*] which
         is approximately sixty percent (60%) of the total number of consulting
         hours. During the second year of this Agreement, SMS must utilize the
         remainder of the consulting hours.

k)       During the term of this Agreement, not to enter into substantially
         similar marketing and distribution agreements for the PeopleSoft
         Software in the Territory and in the Healthcare Industry with any SMS
         Competitor that markets and/or licenses applications that compete with
         SMS's Core Applications. The provisions of this Section 5.k shall be
         construed to prevent an SMS Competitor, whether directly under contract
         with PeopleSoft, or indirectly through any ownership, management or
         contractual relationship, from marketing, distributing and licensing
         the PeopleSoft Software in the Territory and in the Healthcare
         Industry. One possible example, for illustrative purposes only, of a
         permitted marketing and distribution agreement: PeopleSoft may enter
         into a substantially similar marketing and distribution agreements for
         the PeopleSoft Software in the Territory outside the Healthcare
         Industry with an entity whose primary source of revenue is derived
         outside the Healthcare Industry from a decision support services
         application.

         Except as otherwise provided in this Agreement, if SMS elects to market
         or distribute products in the Territory which compete with the
         PeopleSoft Software (as specified in Section 4.e), the restriction
         contained in this Section 5.i shall no longer apply, provided
         PeopleSoft gives SMS written notice at least ten (10) days prior to
         PeopleSoft removing the restriction contained in this Section 5.i.

l)       Bear and be liable for all costs and expenses initiated and incurred by
         PeopleSoft in fulfilling its responsibilities under this Agreement,
         except for travel and living expenses incurred by PeopleSoft personnel
         performing services pursuant to this Agreement at the request of SMS.

m)       To oversee the parties relationship under this Agreement, create with
         SMS an Executive Team comprised of one senior management representative
         from each organization. The Executive Team will meet at least twice a
         year throughout the term of this Agreement and be responsible for
         monitoring the progress of the relationship, recommending and causing
         improvements to be implemented, and discussing mutual strategy as it
         relates to the Agreement. The meetings shall alternate between
         PeopleSoft's corporate headquarters and SMS's corporate headquarters.
         In the event of a deadlock, the Executive Team will submit to dispute
         escalation procedures pursuant to Section 19.

6.       COMMERCIAL TERMS

a)       SMS shall pay PeopleSoft the following amounts: (i) all amounts due to
         PeopleSoft in accordance with Exhibit B; and (ii) all related shipping
         charges and customs duties. Unless SMS provides PeopleSoft with

*        Certain information on this page has been ommitted and filed separately
         with the Commission. Confidential treatment has been requested with
         respect to the ommitted portions.

                                  Page 7 of 51
<PAGE>   8

         a valid tax exemption or direct pay certificate, SMS is responsible for
         all taxes, duties and customs fees concerning this Agreement and/or
         services, excluding taxes based on PeopleSoft's income.

b)       SMS is free to set its own prices for the licensing and Maintenance of
         the PeopleSoft Software in the Territory. PeopleSoft shall provide SMS
         with thirty days prior notice concerning any revisions to the
         PeopleSoft price list. As of the Effective Date, PeopleSoft's intent is
         to revise the PeopleSoft price list on an annual basis. All outstanding
         SMS proposals will be valid for ninety (90) days from SMS's receipt of
         PeopleSoft written notice of a revision to the PeopleSoft price list.

c)       In the event SMS requires special technical or sales assistance, the
         parties shall mutually agree in writing on payment of costs and
         compensation on a case by case basis.

7.       NOTIFYING AND SHIPMENT OF SOFTWARE

a)       SMS shall, no later than fifteen (15) days following the end of each
         quarter, inform PeopleSoft of the delivery of any PeopleSoft Software
         sublicensed by SMS and shall provide to PeopleSoft a SMS quarterly
         report, in the form attached as Exhibit K, containing sufficient
         information to allow PeopleSoft to invoice SMS for such licenses. Such
         quarterly report shall also contain an update for Exhibit G that
         specifies all the entities that executed a license agreement with SMS
         for any and all SMS's Core Application during the reporting period.

b)       For the purposes of this Agreement, the quarters shall end on the
         following dates:

                  February 28 (or February 29, if applicable)
                  May 31
                  August 31
                  November 30

c)       The preprinted terms and conditions of any SMS order shall not
         supersede the terms and conditions set forth herein.

d)       Unless otherwise agreed, PeopleSoft Software shall be shipped to End
         Users by SMS.

8.       LIMITED USE OF TRADEMARKS AND TRADENAMES

a)       All trademarks, service marks, trade names, logos or other words or
         symbols identifying the PeopleSoft Software or PeopleSoft's business
         (the "Marks") are and will remain the exclusive property of PeopleSoft,
         whether or not specifically recognized or perfected under the laws of
         the Territory. SMS will not take any action that jeopardizes
         PeopleSoft's proprietary rights or acquire any rights in the Marks,
         except the limited use rights specified in paragraph (c) below. Except
         as otherwise agreed in writing, SMS will not register, directly or
         indirectly, any trademark, service mark, trade name, copyright, company
         name or other proprietary or commercial right which is identical or
         confusingly similar to the Marks or which are translations thereof in
         any other language(s). Upon PeopleSoft's request, SMS will execute such
         instruments and take such actions that may be appropriate to register,
         maintain or renew the registration of the Marks in PeopleSoft's name in
         the Territory and/or protect PeopleSoft's interest in the Marks.

b)       All trademarks, service marks, trade names, logos or other words or
         symbols identifying SMS Products or SMS's business and specified on
         Exhibit N (the " SMS Marks") are and will remain the exclusive property
         of SMS, whether or not specifically recognized or perfected under the
         laws of the Territory. PeopleSoft will not take any action that
         jeopardizes SMS's proprietary rights or acquire any rights in the SMS
         Marks, except the limited use rights specified in paragraph (c) below.
         Except as otherwise agreed in writing, PeopleSoft will not register,
         directly or indirectly, any trademark, service mark, trade name,
         copyright, company name or other proprietary or commercial right which
         is identical or confusingly similar to the SMS Marks or which are
         translations thereof in any other language(s).

                                  Page 8 of 51
<PAGE>   9

c)       SMS may use PeopleSoft's Marks which relate to the PeopleSoft Software
         solely in connection with SMS's activities under this Agreement,
         provided SMS clearly identifies PeopleSoft's ownership of such Marks.
         PeopleSoft may use SMS's Marks solely in connection with PeopleSoft's
         activities under this Agreement, provided PeopleSoft clearly identifies
         SMS's ownership of such Marks. Each party shall submit to the other all
         advertising and marketing material using the other party's trademarks,
         service marks, trade names, logos or other words or symbols identifying
         such party to the owner of such marks for review and approval prior to
         release by the non-owner. Such consent shall not be unreasonably
         withheld. Furthermore, such consent shall be deemed to have been
         obtained if the party seeking approval has not received any objection
         to the submitted materials within thirty (30) days after the submission
         of the material. Both parties also reserve the right to require the
         other party to discontinue use of any advertising and marketing
         materials related to the subject matter of this transaction that such
         party reasonably believes will have a detrimental effect on its
         business.

9.       PAYMENTS

a)       All payments shall be made in U.S. dollars by payment to PeopleSoft's
         bank account specified in Exhibit B or as changed by PeopleSoft from
         time to time upon notice to SMS. Unless otherwise specified herein, all
         payments are due within thirty (30) days of SMS's receipt of a correct
         invoice Overdue payments shall accrue interest at the lesser of twelve
         per cent (12%) per annum or the maximum rate permitted by applicable
         law. However, if SMS pays PeopleSoft an amount which SMS disputes and
         upon settlement of such dispute, it is determined that PeopleSoft is
         not entitled to such amounts, PeopleSoft shall pay the amounts to which
         it is found not to be entitled to SMS together with interest thereon
         payable at a rate of twelve percent (12%) per annum or the maximum rate
         permitted by applicable law from the date such amounts were paid to
         PeopleSoft through the date of refund of such payments to SMS. SMS
         shall pay all taxes and duties associated with this Agreement, other
         than taxes based on PeopleSoft's net income.

b)       All amounts payable by SMS under this Agreement are exclusive of any
         tax, levy or similar governmental charge that may be assessed within
         the Territory, whether based on gross revenue, the delivery, possession
         or use of the PeopleSoft Software, the execution, delivery and
         performance of this Agreement or otherwise. If SMS is legally required
         to withhold any income or remittance tax from amounts payable to
         PeopleSoft, then (i) SMS will promptly notify PeopleSoft, (ii) the
         amount payable will be automatically increased to the full extent
         required to offset such tax, so that the amount remitted to PeopleSoft,
         net of all taxes, equals the amount stated in the invoice, and (iii)
         SMS will promptly furnish PeopleSoft with the official receipt of
         payment of such tax to the appropriate taxing authority. SMS agrees to
         assume all responsibility for collection and payment of any value added
         or sales taxes applicable in the Territory.

10.      TERM

         This Agreement shall commence on the Effective Date and, unless
         otherwise sooner terminated as provided herein, shall terminate and
         expire at the end of the Term.

         Upon expiration of the Term, this Agreement shall be extended
         automatically for a renewal term(s) of one (1) year unless SMS notifies
         PeopleSoft, in writing at least thirty days prior to the anniversary of
         the Effective Date, of its intention not to renew this Agreement.
         PeopleSoft may only terminate this Agreement in accordance with the
         terms and conditions of this Agreement, including Sections 16 and 17,
         Default and Termination, respectively.

         In the event SMS has a Paid Up License as defined in Section 4.e of
         Exhibit B and this Agreement is not renewed, SMS may continue to
         distribute the PeopleSoft Software as outlined in this Agreement;
         however, PeopleSoft shall have no obligation to provide any new
         Releases or the like.

                                  Page 9 of 51
<PAGE>   10

11.      RECORDS AND REPORTS

a)       SMS shall keep full, true and accurate records and accounts in
         accordance with generally accepted accounting practices to show all
         amounts payable by SMS to PeopleSoft. These records and accounts shall
         be retained for a period of at least two (2) years and shall include,
         at a minimum, for each License and Maintenance Agreement executed: (i)
         the name and address of the End User; (ii) the date of shipment; and
         (iii) a copy of each License Agreement and Maintenance Agreement.

b)       SMS shall keep all records at SMS's principal place of business. On an
         annual basis and with sixty days prior notice to SMS, PeopleSoft shall
         have the right to conduct audits of the records to determine SMS's
         compliance with this Agreement. PeopleSoft shall bear the expenses of
         the audit, however, in the event any such audit reveals that SMS has
         understated the amount that SMS is obligated to pay PeopleSoft under
         this Agreement by an amount of more than five percent (5%) of the
         amount paid to PeopleSoft during the period audited, SMS shall pay, in
         addition to the amounts due, all reasonable costs associated with the
         audit.

c)       PeopleSoft shall keep all records at PeopleSoft's principal place of
         business. On an annual basis and with sixty days prior notice to
         PeopleSoft, SMS shall have the right to conduct audits of the records
         to determine PeopleSoft 's compliance with this Agreement. SMS shall
         bear the expenses of the audit, however, in the event any such audit
         reveals that PeopleSoft has understated the amount that PeopleSoft is
         obligated to credit to SMS under this Agreement in accordance with
         Section 5 of Exhibit B by an amount of more than five percent (5%) of
         the amount to be credited to SMS during the period audited, PeopleSoft
         shall pay, in addition to the amounts due, all reasonable costs
         associated with the audit.

12.      COMPLIANCE WITH LAWS

a)       Each party will, at its expense, obtain and maintain the governmental
         and other authorizations, registrations and filings that may be
         required under the laws of the Territory to execute or perform this
         Agreement. Each party will otherwise comply with all laws, regulations
         and other legal requirements that apply to this Agreement, including
         tax and foreign exchange legislation.

b)       At the expense of the requesting party, either party to this Agreement
         may request that the other party provide the requesting party with
         assurances and official documents to verify the other party's
         compliance with this Section.

13.      TITLE AND PROTECTION OF SOFTWARE AND CONFIDENTIAL INFORMATION

a)       PeopleSoft retains ownership of all intellectual property rights
         (including copyright and trademarks) in and relating to the PeopleSoft
         Software. If an enhancement, improvement or other modification is
         created with PeopleTools, SMS shall have all right, title and interest
         only in such enhancement, improvement or other modification that
         remains after PeopleTools has been removed from such enhancement,
         improvement or other modification.

b)       Each party agrees to take the necessary precautions to maintain the
         confidentiality of Confidential Information pertaining to or disclosed
         in connection with this Agreement by using at least the same degree of
         care as such party employs with respect to its own Confidential
         Information of a like-kind or nature, but in no case less than
         reasonable care to maintain confidentiality. Each party shall only use
         such Confidential Information in connection with its performance of
         this Agreement. Confidential Information does not include information
         which is generally available to the public on an unrestricted basis;
         previously known or independently developed outside this Agreement; or
         lawfully disclosed by a third party without restriction.


                                 Page 10 of 51
<PAGE>   11


14.      REPRESENTATIONS / LIMITATION OF LIABILITY

a)       Each party represents that it has the right to enter into this
         Agreement. SMS warrants that it has the authority to bind its
         affiliates, subsidiaries and operating divisions to the terms and
         conditions of this Agreement.

b)       PeopleSoft warrants that it has the authority to grant to SMS all the
         rights contained herein, including the right to grant licenses to use
         and sublicense the PeopleSoft Software and the third party software
         specified in Section 1.h that is embedded in the application
         programming code for the PeopleSoft Software. In the event, PeopleSoft
         embeds additional third party software in the application programming
         code for the PeopleSoft Software, PeopleSoft shall extend this warranty
         to cover such additional third party software.

c)       PeopleSoft warrants that (i) PeopleSoft uses a reliable virus detection
         system, therefore, PeopleSoft represents that to the best of its
         knowledge that the PeopleSoft Software contains no computer viruses of
         any kind or form and (ii) the PeopleSoft Software does not contain any
         procedures or programs which can disable or destroy the PeopleSoft
         Software. In addition, PeopleSoft warrants that the PeopleSoft Software
         does not and shall not contain any lock, clock, timer, counter, copy
         protection feature, replication device or defect ("virus" or "worm" as
         such terms are commonly used in the computer industry), CPU serial
         number reference, or other device which: (i) might lock, disable or
         erase the PeopleSoft Software; (ii) prevent SMS from fully utilizing
         the PeopleSoft Software; or (iii) require action or intervention by
         PeopleSoft or any other person or entity to allow SMS to utilize the
         PeopleSoft Software.

d)       PeopleSoft represents that it has the right to enter into this
         Agreement. PeopleSoft represents that the PeopleSoft Software does not
         infringe any patent, copyright or other third party intellectual
         property rights under the laws of any country within the Territory when
         used in accordance with the published specifications. PeopleSoft
         represents that the PeopleSoft Software will perform substantially in
         accordance with PeopleSoft's published specifications for a period of
         one (1) year from delivery to SMS and such warranty shall continue for
         as long as SMS has paid the applicable Software Support Services fee.
         The initial one (1) year warranty is provided at not cost to SMS.
         PeopleSoft shall have no responsibility for any modifications or
         alterations carried out by the SMS or any party other than PeopleSoft
         PeopleSoft's sole obligation to remedy any breach of this warranty
         shall be to provide Secondline Support in an effort to remedy the
         defect. PeopleSoft does not represent that the PeopleSoft Software is
         error-free. SMS shall make no representation or warranty concerning the
         PeopleSoft Software which would expand the scope of the representations
         made by PeopleSoft in this Agreement.

e)       PEOPLESOFT DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS
         OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

f)       Except for the indemnification provided in the section entitled
         "Indemnification" below and except for claims for bodily injury or
         tangible property damage to extent caused by the proven fault of
         PeopleSoft, PeopleSoft's liability for damages under this Agreement
         (whether in contract or tort) shall not exceed the amounts paid by SMS
         to PeopleSoft. EXCEPT FOR LIABILITY RELATING TO THE BREACHES OF
         INTELLECTUAL OR PROPRIETARY RIGHTS, NEITHER PARTY WILL BE LIABLE FOR
         ANY LOST DATA, LOST PROFITS, INCIDENTAL, CONSEQUENTIAL OR INDIRECT
         DAMAGES OR ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES.

15.      INDEMNIFICATION

a)       PeopleSoft shall indemnify and defend SMS against any claim that the
         PeopleSoft Software infringes patent, copyright or other third party
         intellectual property rights under the laws of any country within the
         Territory when used by SMS or its End Users in accordance with the
         terms of this Agreement; provided

                                 Page 11 of 51
<PAGE>   12

         SMS gives PeopleSoft prompt notice of such claim and is given
         information, reasonable assistance and authority to defend or settle
         the claim. Notwithstanding anything to the contrary herein,
         PeopleSoft's liability under this Section 15.a is limited to the
         amounts award against SMS by a court or agreed to in settlement by
         PeopleSoft. PeopleSoft shall have the right, at its option, either to
         obtain for SMS the right to continue using the product, substitute
         other software with equivalent functional capabilities or modify the
         product so that it is no longer infringing while retaining equivalent
         functions. If such options are not reasonably available, SMS's remedy
         shall be to terminate this Agreement, to cease using and return to
         PeopleSoft all infringing copies of the PeopleSoft Software in SMS's
         possession and receive the amount of fees paid to PeopleSoft for such
         copies depreciated on a five year straight-line method. Notwithstanding
         the foregoing, PeopleSoft shall have no obligation or liability for any
         claim for infringement of the intellectual property rights of any party
         which is based on or arises out of (i) any act or omission on the part
         of the SMS, (ii) compliance with designs or specifications provided by
         or on behalf of the SMS or any third party, (iii) modifications or
         alterations carried out by the SMS or any party other than PeopleSoft,
         (iv) the use in connection with the PeopleSoft Software of any software
         not supplied by PeopleSoft, (v) the use of the PeopleSoft Software in a
         manner not authorized or contemplated by this Agreement, or (vi) the
         failure to promptly install any Release. The foregoing states the
         entire liability and obligation of PeopleSoft to the SMS for
         infringement of the intellectual property rights of any third party.

b)       SMS shall indemnify and defend PeopleSoft against any damage, loss,
         liability or expense that PeopleSoft may incur (i) with respect to the
         acts or omissions of any of SMS's employees or agents while at
         PeopleSoft's facilities or (ii) as a result of (1) any modification or
         amendment of the prescribed terms of the License Agreement or
         Maintenance Agreement that PeopleSoft did not specifically approve, (2)
         any warranty, condition, representation, indemnity or guarantee granted
         by SMS with respect to the PeopleSoft Software in addition to or in
         lieu of the limited warranties specified in the Section of this
         Agreement titled "Representations and Limitations of Liability", (3)
         any omission or inaccuracy in SMS's advertisements and promotional
         materials that relate to PeopleSoft or the PeopleSoft Software, (4) any
         customization or other modification of the PeopleSoft Software by SMS
         or its employees or agents, including, without limitation, any
         customization or other modification made with PeopleTools, or (5) SMS's
         failure to comply with the Sections of this Agreement titled "License
         Exclusions", "Compliance with Laws" or "Title and Protection of
         Software and Confidential Information"; provided PeopleSoft gives SMS
         prompt notice of such claim and is given information, reasonable
         assistance and authority to defend or settle the claim. Notwithstanding
         anything to the contrary herein, SMS's liability under this Section
         15.b is limited to the amounts award against PeopleSoft by a court or
         agreed to in settlement by SMS. This Section will not be construed to
         limit or exclude any other claims or remedies which PeopleSoft may
         assert under this Agreement or by law.

16.      DEFAULT

a)       Any of the following shall constitute an Event of Default: (i) SMS
         fails to pay any sum due under this Agreement within thirty (30) days
         after the time period specified in this Agreement; or (ii) either party
         fails to perform any of its other material obligations under this
         Agreement and such failure remains uncured for thirty (30) days after
         receipt of written notice thereof.

b)       In any Event of Default occurs, the nondefaulting party, in addition to
         any other rights available to it under law or equity, may withhold its
         performance (other than payment of sums due and owing to the other
         party) under and/or may immediately terminate this Agreement and any
         rights granted hereunder by written notice to the defaulting party.
         Unless otherwise provided in this Agreement, remedies shall be
         cumulative and there shall be no obligation to exercise a particular
         remedy.

17.      TERMINATION

a)       All licenses properly granted by SMS to End Users pursuant to this
         Agreement shall survive termination of this Agreement. Furthermore,
         SMS's internal use license shall survive termination of this Agreement
         unless PeopleSoft has terminated the internal use license pursuant to
         the terms and conditions of Exhibit E

                                 Page 12 of 51
<PAGE>   13

         attached hereto. In such event, PeopleSoft, in addition to any other
         rights available to it under law or equity, may terminate this
         Agreement and the internal use licenses granted hereunder by written
         notice to SMS.

b)       In the event one party hereto merges with, or sells substantially all
         of its assets to, or undergoes a Change of Control involving, a
         competitor (as the term competitor is described in Section 4.e for
         PeopleSoft competitor and Section 18 for SMS Competitor) of the other
         party hereto, such other party may terminate this Agreement. An example
         for illustrative purposes only: in the event of a Change of Control of
         PeopleSoft to an SMS competitor, SMS (not PeopleSoft) may terminate
         this Agreement.

c)       Except if this Agreement is terminated due to an Event of Default by
         PeopleSoft, immediately upon termination of this Agreement, all sums
         that are outstanding under this Agreement shall be paid to the
         appropriate party, and the due dates of all payments shall be
         automatically accelerated to the date of termination.

         In the Event of Default by PeopleSoft, SMS may terminate this Agreement
         as specified in Section 16.b above and SMS shall immediately cease to
         distribute the PeopleSoft Software and shall return all copies of the
         PeopleSoft Software except for the copy required to provide support
         services to End Users as specified in the paragraph below. The
         preceding sentence shall not apply if SMS has a Paid-Up License and
         elects to continue to distribute the PeopleSoft Software as outlined in
         this Agreement; however, PeopleSoft shall have no obligation to provide
         any new Releases or the like.

         Except in the event of default by SMS, if this Agreement is terminated,
         SMS shall have the right to continue using the PeopleSoft Software to
         provide support services to End Users for the remaining of the
         then-current term of the SMS End User License Agreement and PeopleSoft
         will continue to provide support services to SMS in accordance with
         PeopleSoft's then-current rate structure. If the Agreement was
         terminated due to SMS's default or if SMS is unable or does not elect
         to provide support services to End Users, PeopleSoft agrees, except as
         otherwise stated herein, to offer support services to affected End
         Users subject to PeopleSoft's then current, generally applicable
         support terms and fees, including, without limitation, the requirement
         to be on PeopleSoft's current Release of the PeopleSoft Software. SMS
         understands and agrees that PeopleSoft's support service offer does not
         extend to SMS's Timeshare Operation and the affected End Users.

         Except for perpetual licenses specified herein, SMS shall return to
         PeopleSoft or its designee, or certify in writing to PeopleSoft that
         all copies or partial copies of the PeopleSoft Software in SMS's
         possession or control have been destroyed.

d)       Upon termination of this Agreement, SMS shall immediately (i) cease to
         use any documentation or advertising identifying it as a PeopleSoft
         distributor or representative of PeopleSoft, and (ii) remove promptly
         all signs, cancel all business listings, and take such other reasonable
         action as may be necessary to remove its identification as such a
         PeopleSoft distributor or representative.

         Upon termination of this Agreement, PeopleSoft shall immediately (i)
         cease to use any materials or advertising identifying SMS as a
         PeopleSoft distributor, and (ii) remove promptly all signs, cancel all
         business listings, and take such other reasonable action as may be
         necessary to remove any identification of SMS as a PeopleSoft
         distributor.

e)       In addition to this section, the sections entitled 'License
         Exclusions', 'Title and Protection of Software and Confidential
         Information,' and 'Representations / Limitation of Liability', and
         'Indemnification', shall survive termination of this Agreement.

                                 Page 13 of 51
<PAGE>   14

18.      DEFINITIONS

         "Change of Control" means that a person, firm, company or entity
         acquires more than fifty percent (50%) or more of the voting shares or
         equity interest in one of the parties to this Agreement.

         "Confidential Information" means all written and/or oral information
         identified by a party as confidential or otherwise reasonably
         understood as confidential by its nature.

         "Current Financials ICO User" means any person, firm, company or entity
         identified on Exhibit G who is using SMS's General Financials Product
         at such entity's in-house computer operation on an IBM or IBM
         compatible mainframe.

         "Current Financials Non-ICO User" means any person, firm, company or
         entity identified on Exhibit G who is using SMS's General Financials
         Product in a non- IBM or non-IBM compatible mainframe in-house computer
         operation (i.e.: such product is used in a time sharing operation or at
         user's in-house computer operation on an non- IBM or non-IBM compatible
         mainframe).

         "Current HRMS ICO User" means any person, firm, company or entity
         identified on Exhibit G who is using SMS's Human Resources Product at
         such entity's in-house computer operation on an IBM or IBM compatible
         mainframe.

         "Current HRMS Non-ICO User" means any person, firm, company or entity
         identified on Exhibit G who is using SMS's Human Resources Product in a
         non- IBM or non-IBM compatible mainframe in-house computer operation
         (i.e.: such product is used in a time sharing operation or at user's
         in-house computer operation on an non- IBM or non-IBM compatible
         mainframe).

         "Designated European Countries" means the countries of the United
         Kingdom, France, Germany and the Netherlands.

         "Distribution Fee" means the fee paid by SMS to PeopleSoft for the
         right to have access to the PeopleSoft Software for purposes of
         distribution and sublicensing as set forth in this Agreement. Such fee
         does not include royalties associated with SMS's sublicensing of the
         PeopleSoft Software.

         "Documentation" means only technical publications relating to the use
         of the PeopleSoft Software, such as reference, user, installation,
         systems administrator and technical guides, delivered by PeopleSoft to
         SMS.

         "Effective Date" means the date set forth in Exhibit B as the effective
         date of this Agreement.

         "End User(s)" means any person, firm, company or entity in the Health
         Care Industry who is located in the Territory and who acquires a
         license to use the PeopleSoft Software from SMS for internal production
         end user purposes and not for redistribution in accordance with the
         terms and conditions of this Agreement.

         "Health Care Industry" means any person, firm, company or entity which
         is engaged in the business of providing health services through
         entities, including, but not limited to, hospital, infirmary or clinic.

         "License Agreement" means a form of end user license agreement
         containing (i) confidentiality and scope of use provisions
         substantially similar to the form attached hereto as Exhibit I and (ii)
         a third party beneficiary rights provision that shall allow PeopleSoft
         the right to enforce the confidentiality and scope of use provisions.

                                 Page 14 of 51
<PAGE>   15

         "Maintenance" means support services provided by SMS to End Users as
         described in the Maintenance Agreement.

         "Maintenance Agreement" means a form of end user support services
         agreement substantially in the form attached hereto as Exhibit J. SMS
         may unilaterally modify Exhibit J as deemed necessary by SMS. SMS shall
         provide to PeopleSoft copies of all such changes that affect the
         provision of Software support by SMS.

         "New Financials ICO User" means (a) an entity who is not a SMS End User
         that executes a license with SMS for PeopleSoft Financial Software or
         (b) an entity who is a SMS End User but is not a Current Financials ICO
         User and such entity executes a license with SMS for PeopleSoft
         Financial Software. All such licenses must be issued in accordance with
         the terms and conditions of this Agreement and are for use at such
         entity's in-house computer operation on an IBM or IBM compatible
         mainframe.

         "New Financials Non-ICO User" means (a) an entity who is not a SMS End
         User that executes a license with SMS for PeopleSoft Financial Software
         or (b) an entity who is a SMS End User but is not a Current Financials
         Non-ICO User executes a license with SMS for PeopleSoft Financial
         Software. All such licenses must be issued in accordance with the terms
         and conditions of this Agreement and are for use in a non- IBM or
         non-IBM compatible mainframe in-house computer operation (i.e.: such
         product is used in a time sharing operation or at user's in-house
         computer operation on an non- IBM or non-IBM compatible mainframe).

         "New HRMS ICO User" means (a) an entity who is not a SMS End User that
         executes a license with SMS for PeopleSoft HRMS or (b) an entity who is
         a SMS End User but is not a Current HRMS ICO User executes a license
         with SMS for PeopleSoft HRMS Software. All such licenses must be issued
         in accordance with the terms and conditions of this Agreement and are
         for use at such entity's in-house computer operation on an IBM or IBM
         compatible mainframe.

         "New HRMS Non-ICO User" means (a) an entity who is not a SMS End User
         that executes a license with SMS for PeopleSoft HRMS Software or (b) an
         entity who is a SMS End User but is not a Current HRMS Non-ICO User
         that executes a license with SMS for PeopleSoft HRMS Software. All such
         licenses must be issued in accordance with the terms and conditions of
         this Agreement and are for use in a non- IBM or non-IBM compatible
         mainframe in-house computer operation (i.e.: such product is used in a
         time sharing operation or at user's in-house computer operation on an
         non- IBM or non-IBM compatible mainframe).

         "PeopleSoft Financial Software" means all or any portion of the
         machine-readable and executable source code software programs
         identified in Exhibit A as Financial Software and all corrections,
         Releases and associated Documentation and updates thereto.

         "PeopleSoft HRMS Software" means all or any portion of the
         machine-readable and executable source code software programs
         identified in Exhibit A as HRMS Software and all corrections, Releases
         and associated Documentation and updates thereto.

         "PeopleSoft Software" means all or any portion of the machine-readable
         and executable source code PeopleSoft HRMS Software and PeopleSoft
         Financial Software programs identified in Exhibit A and all
         corrections, Releases and associated Documentation and updates thereto;
         excluding third party software products remarketed by PeopleSoft.
         Software does not include source code to PeopleTools.

         "Release" means one (1) copy of all published revisions to the printed
         Documentation and one (1) copy of new versions, Releases and other
         enhancements to the PeopleSoft Software which enhances the existing
         functionality of the PeopleSoft Software but does not create a new
         module with separate and distinct functionality to satisfy another
         business operation that are designated by PeopleSoft as new products
         for which it charges separately.

                                 Page 15 of 51
<PAGE>   16

         "Secondline Support" means technical support in accordance with the
         terms and conditions of Exhibit D provided by PeopleSoft solely to
         SMS's technical support organization.

         "Server" means a database or file server which may be accessed by a
         network of personal computers.

         "SMS Competitor" shall mean any entity in the Territory and in the
         Healthcare Industry whose primary source of revenue is derived from
         applications that compete with SMS's Core Applications in the Territory
         and in the Healthcare Industry.

         "SMS's Core Applications" are any of the following SMS application
         functionality: human resources, general financial services, provider
         billing services, patient management systems, order processing systems,
         master patient index repositories, clinical repositories, nursing and
         results reporting, electronic data interchange services and decision
         support services as such functionality is marketed and distributed by
         SMS to the Healthcare Industry.

         "SMS End User" means any person, firm, company or entity listed on
         Exhibit G (as such Exhibit is revised each quarter) who has acquired
         from SMS a license to use SMS's Core Applications for production end
         user purposes and not for redistribution.

         "Substantial "Selling" Effort" as used herein shall be mutually and
         reasonably determined by PeopleSoft and SMS, in writing as evidenced by
         the submittal and acceptance of a form substantially similar to Exhibit
         O, on a case by case basis based upon industry recognized factors
         involved in a software "sales" cycle.

         "Term" means the period defined in Exhibit B.

         "Territory" means the geographic area(s) listed in Exhibit B and other
         countries in which PeopleSoft has granted distribution rights to SMS
         pursuant to a mutually agreed upon written amendment to this Agreement.

         "Timeshare Operation" means SMS's timeshare business utilizing Human
         Resources and General Financial applications (i.e.: multiple clients
         operating from a single copy of the Software installed at SMS's
         Information Systems Center).

         "Release" means one (1) copy of all published revisions to the printed
         Documentation and one (1) copy of new versions of the PeopleSoft
         Software which enhances the existing functionality of the PeopleSoft
         Software but does not create a new module with separate and distinct
         functionality to satisfy another business operation that are designated
         by PeopleSoft as new products for which it charges separately.

19.      DISPUTE ESCALATION PROCEDURES:

         During the Term, the parties shall use reasonable efforts and act in
         good faith to resolve disputes arising out of the Agreement in an
         efficient and amicable manner, as follows. At each level of escalation,
         five (5) business days are provided in which to resolve a dispute, and
         if the dispute remains unresolved after five (5) business days, the
         issue will be raised to the next level.

         First notification will be made to:

         PeopleSoft                                                    SMS
         ----------                                                    ---
         Account Manager                                      GFS Product Owner

         If resolution of the dispute cannot be reached at this level, further
         escalation will be made to:

         PeopleSoft                                                    SMS
         ----------                                                    ---
         Regional Vice President of Services                  Solutions Manager

                                 Page 16 of 51
<PAGE>   17

         If resolution of the dispute cannot be reached at this level, further
         escalation will be made to:

         PeopleSoft                                                    SMS
         ----------                                                    ---
         Regional General Manager                            Vice President
                                                              - Health Solutions

         If resolution of the dispute cannot be reached at this level, further
         escalation will be made to:

         PeopleSoft                                                    SMS
         ----------                                                    ---
         President                                                     President

         PeopleSoft and SMS may change the above stated contacts by providing
         written notice to the other party.

         In addition, legal and technical resources of each party necessary to
         resolve the dispute will be contacted and utilized as required.

20.      MANDATORY ARBITRATION

a)       General: After the Dispute Escalation Procedures set forth in Section
         19 have been exhausted and excluding a claim for injunctive relief, any
         remaining controversy or claim arising out of or relating to this
         Agreement or the existence, validity, breach or termination thereof,
         whether during or after its term shall be finally determined by
         compulsory arbitration. The arbitration shall be conducted in
         accordance with the Commercial Arbitration Rules and Supplementary
         Procedures of the American Arbitration Association ("AAA") as modified
         or supplemented under this Section, notwithstanding any choice of law
         provision in this Agreement.

b)       Proceeding: The arbitration proceeding will take place in San
         Francisco, California. Each party shall comply with a single request
         for production of documents. If disputes arise concerning these
         requests, the arbitrators shall have sole and complete discretion to
         determine the disputes. The Arbitration panel shall consist of three
         arbitrators, each qualified in the distribution of computer products
         field. Each party shall have the right to appoint a single Arbitrator,
         with the third Arbitrator appointed by mutual agreement between the two
         previously appointed arbitrators. The arbitrators shall give effect to
         statutes of limitation in determining any claim, and any controversy
         concerning whether an issue is arbitrable shall be determined by the
         arbitrators. The arbitration panel shall deliver a written opinion
         setting forth findings of fact and the rationale for the decision. The
         arbitrator shall reconsider the decision once upon the motion and at
         the expense of the party requesting reconsideration. The parties
         expressly agree that the arbitrators will be empowered to, at
         PeopleSoft' request, (i) to issue an interim order or award requiring
         SMS to cease distributing and using the PeopleSoft Software pending the
         outcome or the arbitration or (ii) grant injunctive relief. The Section
         of this Agreement entitled "Confidentiality" shall apply to the
         arbitration proceeding, all evidence taken and the opinion. The
         institution and maintenance of an action for judicial relief or pursuit
         of a provisional or ancillary remedy shall not constitute a waiver of
         the right of any party, including the plaintiff, to submit the
         controversy or claim to arbitration if any other party contests such
         action for judicial relief.

c)       Award: The arbitral award will be the exclusive remedy of the parties
         for all claims, counterclaims, issues or accountings presented or plead
         to the arbitrators. The award will (i) be granted and paid in U.S.
         Dollars exclusive of any tax, deduction or offset and (ii) include
         interest from the date of breach or other violation of the Agreement
         until the award is fully paid, computed at the then-prevailing LIBOR
         rate. Judgment upon the decision rendered by the arbitrator may be
         entered in any court having jurisdiction thereof.

d)       Fees and Expenses: The fees of the arbitrators and the expenses
         incident to the arbitration proceedings shall be borne equally by the
         parties to such arbitration. All other expenses shall be borne by

                                 Page 17 of 51
<PAGE>   18

         the party incurring such expenses. Any additional costs, fees or
         expenses incurred in enforcing the arbitral award will be charged
         against the party resisting its enforcement.

e)       Notification: The party which intends to initiate an arbitration
         proceeding shall notify the other party or parties of such intention by
         registered mail, return receipt requested, describing the matter in
         dispute, naming its arbitrator and demanding that the other party name
         its arbitrator within four weeks from the date of such notification.

f)       Failure to Name Arbitrator: If the other party fails to name its
         arbitrator within the above period after the giving of such notice, or
         if the two arbitrators do not appoint the third arbitrator within four
         weeks after the selection of the second arbitrator, then the American
         Arbitrator Association shall at the request of one of the parties,
         appoint the second or third arbitrator, as the case may be.

21.      GENERAL

a)       All notices or demands shall be in writing and sent to the address set
         forth above by registered mail, return receipt requested or sent by fax
         along with a copy sent by US mail posted on the same date as the fax
         (SMS fax number 610/219-1931 or PeopleSoft fax number 510/274-9700, as
         appropriate) or express courier if delivery is confirmed by such form
         of transmission. Either party may change its address by giving ten days
         prior written notice. Notices to PeopleSoft shall be sent to the
         attention of Vice President and General Counsel. Notices to SMS shall
         be sent to the attention of Vice President, Finance.

b)       Neither party may assign this Agreement (by operation of law or
         otherwise) without the prior written consent of the other party, and
         any prohibited assignment shall be null and void. Notwithstanding the
         foregoing, either party may assign its rights to (i) its wholly owned
         affiliates or subsidiaries or (ii) in the event of a merger,
         consolidation or acquisition of all or substantially all of the assets
         of a party hereto, to the resulting entity, provided that such entity
         is not a competitor (as the term competitor is described in Section 4.e
         for PeopleSoft competitor and Section 18 for SMS Competitor) of the
         other party.

         In the event one party hereto assigns this Agreement or acquires
         another entity or merges, consolidates or is acquired by a third party
         or undergoes a Change of Control or the like, the scope of this
         Agreement, including, without limitation, the rights granted herein, is
         not expanded beyond the scope originally intended as of the Effective
         Date. An example for illustrative purposes only: if SMS acquires
         another entity, the definition of SMS End User shall not be expanded to
         include the customers of such acquired entity.

         If SMS desires to expand the scope of this Agreement to cover such
         Change of Control and the like, PeopleSoft agrees that the add-on
         distribution fee shall be proportionate to the initial Distribution Fee
         specified in Exhibit B. The calculation shall compare the market
         potential of the expanded customer base to the customer base specified
         on Exhibit G.

c)       Neither party shall be liable for any failure to perform due to causes
         beyond its reasonable control.

d)       The relationship of the parties is that of independent contractors.
         Except as set out in this Agreement nothing shall constitute the
         parties as partners, joint venturers or co-owners, constitute SMS as
         the agent, employee or representative of PeopleSoft, or empower SMS to
         act for, bind or otherwise create or assume any obligation on behalf of
         PeopleSoft or any of its parents subsidiaries or affiliates or any
         other companies whose business is managed or controlled by PeopleSoft.

e)       This Agreement constitutes the entire agreement between the parties and
         may only be modified by a written instrument signed by each party's
         authorized officers. This Agreement supersedes and replaces any prior
         proposals, communications or agreements between the parties concerning
         the subject matter hereof.

                                 Page 18 of 51
<PAGE>   19

f)       Systems Integrator and PeopleSoft agree that during the term of this
         Agreement, except with the prior approval of the other party, neither
         party will solicit for employment any employee of the other party who
         shall have performed activities under this Agreement.

g)       Except as provided in Sections 2.a, 2.b and 2.d, any other consent
         and/or approval that is required to be given under this Agreement shall
         not be unreasonably withheld by the other party.

The parties have executed this Agreement by their duly authorized
representatives as of the Effective Date.

Shared Medical Systems Corporation           PEOPLESOFT, INC.

  
/s/ Marvin S. Cadwell                        /s/ Ken Horowitz
------------------------------------         ----------------------------
Authorized Signature                         Authorized Signature
   


  
Marvin S. Cadwell, President and CEO         Ken Horowitz, Vice President
------------------------------------         ----------------------------
Printed Name and Title                       Printed Name and Title
   



                                 Page 19 of 51
<PAGE>   20


                                    EXHIBIT A
                                DISTRIBUTION USE
                               PEOPLESOFT SOFTWARE

A.  PeopleSoft HRMS Software:

         PeopleSoft Human Resources
         PeopleSoft Benefits Administration
         PeopleSoft FSA Administration
         PeopleSoft Payroll
         PeopleSoft Payroll Interface
         PeopleSoft Time and Labor -- If or when such module becomes
         commercially available

B.  PeopleSoft Financial Software:

         PeopleSoft General Ledger
         PeopleSoft Accounts Receivable
         PeopleSoft Accounts Payable
         PeopleSoft Asset Management
         PeopleSoft Purchasing
         PeopleSoft Inventory -- PeopleSoft shall deliver the pre-release Beta
         version of the Software. Such Beta version shall be delivered "as-is".
         If or when the module is commercially available, PeopleSoft shall
         provide such version to SMS.



                                 Page 20 of 51
<PAGE>   21


                                    EXHIBIT B
                TERRITORY, PERFORMANCE AND COMPENSATION SCHEDULE

This document is an Exhibit to the PeopleSoft SMS Agreement ("Agreement")
between PeopleSoft, Inc. ("PeopleSoft") and SMS ("SMS"). Capitalized terms used
herein shall have the same meaning as set forth in the Agreement unless
otherwise defined herein.

1.       EFFECTIVE DATE.

The Effective Date of the Agreement is August 25, 1995

2.       TERM.

The Term of the Agreement is ten (10) years. Upon the fifth anniversary,
PeopleSoft and SMS agree that the royalties and Software maintenance fee stated
herein shall be adjusted in accordance with the adjustments to such items in
PeopleSoft's Price List. An example for illustrative purposes only: On August
15, 2000, if the license fee for PeopleSoft HRMS Software has increased by
twelve percent (12%), the royalties specified herein for PeopleSoft HRMS
Software shall increase by twelve percent (12%).

Upon the commencement of each renewal term, PeopleSoft and SMS agree that the
royalties and Software maintenance fee stated herein shall be adjusted in
accordance with the adjustments to such items in PeopleSoft's Price List. An
example for illustrative purposes only: On August 15, 2000, if the license fee
for PeopleSoft HRMS Software has increased by twelve percent (12%), the
royalties specified herein for PeopleSoft HRMS Software shall increase by twelve
percent (12%).

3.       TERRITORY.

The Territory shall consist only of the following countries as constituted as of
the Effective Date: United States and Puerto Rico.

4.       AMOUNTS PAYABLE TO PEOPLESOFT.

a)       For SMS's appointment as system integrator pursuant to this Agreement,
         SMS shall pay PeopleSoft a one-time Distribution Fee of one million six
         hundred thousand dollars ($1,600,000) as shown below. SMS understands
         that $1,400,000 of the total $1,600,000 is non-refundable and
         non-cancelable.

         $1,400,000 within thirty (30) days following the Effective Date;
         $200,000 upon commercial availability of the Inventory Software. In the
         event PeopleSoft does not deliver the commercial release of the
         Inventory Software, SMS may retain this $200,000 as liquidated damages.

b)       For each copy of the PeopleSoft Software licensed or copied by SMS
         during the Term, SMS shall also pay PeopleSoft a royalty fee per
         license as follows:

         PeopleSoft HRMS Software licensed by SMS

         [*] per each license to a Current HRMS Non-ICO User or a New HRMS
         Non-ICO User;
         [*] per each license to a Current HRMS ICO User; and
         Fifty percent (50%) of PeopleSoft's then current list license fee per
         each license to a New HRMS ICO User unless PeopleSoft agrees to lesser
         amount.

*        Certain information on this page has been ommitted and filed separately
         with the Commission. Confidential treatment has been requested with
         respect to the ommitted portions.

                                 Page 21 of 51
<PAGE>   22


         PeopleSoft Financial Software licensed by SMS

         [*] per each license to a Current Financials Non-ICO User or a New
         Financials Non-ICO User;
         [*] per each license to a Current Financials ICO User ; and
         Fifty percent (50%) of PeopleSoft's then current list license fee per
         each license to a New Financials ICO User unless PeopleSoft agrees to a
         lesser amount.

c)       In addition to any and all amounts due hereunder, SMS shall pay to
         PeopleSoft the non-cancelable and non-refundable guaranteed minimum
         royalty amounts shown below:

         i) On June 30, 1996, the difference, if any, between [*] and the
         royalties paid to PeopleSoft by SMS under Section 4.b above during the
         first year of the Agreement.

         ii) On June 30, 1997, the difference, if any, between [*] and the
         royalties paid to PeopleSoft by SMS under Section 4.b above during the
         Term of the Agreement.

         iii) On June 30, 1998, the difference, if any, between [*] and the
         royalties paid to PeopleSoft by SMS under Section 4.b above during the
         Term of the Agreement.

         iv) On June 30, 1999, the difference, if any, between [*] and the
         royalties paid to PeopleSoft by SMS under Section 4.b above during the
         Term of the Agreement.

         v) On June 30, 2000, the difference, if any, between [*] and the
         royalties paid to PeopleSoft by SMS under Section 4.b above during the
         Term of the Agreement.

         If, after the twenty-four (24) month period from the Effective Date,
         SMS continues to operate the PeopleSoft Software in SMS's Timeshare
         Operation, PeopleSoft and SMS agree that the guaranteed minimum
         royalties specified in Section 4(c)(iv) above shall be increased to [*]
         from [*] and in Section 4(c)(v) above shall be increased to [*] from
         [*]. Unless SMS notifies PeopleSoft in writing, within the twenty-four
         (24) month period from the Effective Date, that SMS has made an
         irrevocable decision not continue to use the PeopleSoft Software in
         SMS's Timeshare Operation, it shall be deemed that SMS has elected to
         continue to operate the PeopleSoft Software in SMS's Timeshare
         Operation.

d)       In addition to any and all amounts due hereunder, SMS shall pay to
         PeopleSoft the non-cancelable and non-refundable (except for the
         [*] specified in Section 4.d.i below) guaranteed minimum royalty
         amounts shown below:

         i) On June 30, 1996, SMS shall pay PeopleSoft the amount of [*]. In the
         event PeopleSoft has not delivered the commercial release of the
         Inventory Software on or before June 30, 1996 SMS may retain this [*]
         as liquidated damages until PeopleSoft's delivery of the Inventory
         Software;

         ii) On June 30, 1997, SMS shall pay PeopleSoft the amount of [*]

         iii) On June 30, 1998, SMS shall pay PeopleSoft the amount of [*] and

         iv) On June 30, 1999, SMS shall pay PeopleSoft the amount of [*].

e)       After SMS has paid to PeopleSoft, pursuant to Sections 4.b and 4.c
         above and/or a separate lump sum royalty payment, an amount equal to or
         in excess of [*] for PeopleSoft HRMS Software and/or PeopleSoft
         Financial Software royalties which amount does not include the
         royalties associated with (i) New Financials ICO User, New HRMS ICO
         User and (ii) Current Financials and HRMS ICO End User after the first
         forty (40) Current Financials and HRMS ICO End User that license the
         PeopleSoft HRMS Software and/or PeopleSoft Financial Software ("Paid Up
         License"), SMS shall not be obligated to pay

*        Certain information on this page has been ommitted and filed separately
         with the Commission. Confidential treatment has been requested with
         respect to the ommitted portions.

                                 Page 22 of 51
<PAGE>   23

         PeopleSoft any additional royalties associated only with future
         licenses of the PeopleSoft HRMS Software and/or PeopleSoft Financial
         Software to SMS End Users with a license to use SMS's Human Resources
         and/or General Financial products in a Non-ICO environment (ie: such
         product is used in a Timeshare Operation or at user's in-house computer
         operation on a non- IBM or non-IBM compatible mainframe) In other
         words, after SMS has paid PeopleSoft the amount of the Paid Up License,
         SMS shall only incur royalties in association with licenses to:

                  (i) New Financials Non-ICO User, excluding SMS End Users
                  (ii) New HRMS Non-ICO User, excluding SMS End Users
                  (iii) New Financials ICO User,
                  (iv) New HRMS ICO User,
                  (v) Current Financials ICO User, and
                  (vi) Current HRMS ICO User

         SMS may continue licensing the PeopleSoft HRMS Software and/or
         PeopleSoft Financial Software as specified in this Agreement.
         Notwithstanding the above, SMS may license the PeopleSoft HRMS Software
         and/or PeopleSoft Financial Software to more than forty (40) Current
         Financials and HRMS ICO End Users; however, the additional ICO License
         Agreements shall not be included in the calculation referenced in this
         Section 4.e. SMS shall have a period of seven (7) years (the initial
         Term of five years plus the first two years of any applicable renewal
         term) to pay PeopleSoft the amounts stated in this Section 4.e.

                  If, after the twenty-four (24) month period from the Effective
         Date, SMS continues to operate the PeopleSoft Software in SMS's
         Timeshare Operation, PeopleSoft and SMS agree that the amount stated in
         Line 2 in the first paragraph of this Section shall be increased to [*]
         from [*]. Unless SMS notifies PeopleSoft in writing, within the
         twenty-four (24) month period from the Effective Date, that SMS has
         made an irrevocable decision not continue to use the PeopleSoft
         Software in SMS's Timeshare Operation, it shall be deemed that SMS has
         elected to continue to operate the PeopleSoft Software in SMS's
         Timeshare Operation.

f)       The first year of PeopleSoft HRMS Software Maintenance (as set forth in
         Exhibit D, specifically excluding Section 4 of Exhibit D) is included
         in the Software license fees, thereafter, in the event Licensee elects
         to continue to receive Software Maintenance, Licensee shall pay
         PeopleSoft the annual Software Maintenance fee as set forth in this
         Agreement. Should Licensee elect not to renew Software Maintenance and
         subsequently request Software Maintenance, PeopleSoft shall reinstate
         Software Maintenance only after Licensee pays PeopleSoft the annual fee
         due in accordance with this Agreement plus all cumulative fees that
         would have been payable had Licensee not suspended Software
         Maintenance.

         For the PeopleSoft HRMS Software Maintenance provided to SMS by
         PeopleSoft as set forth in Exhibit D, excluding Section 4 thereof, SMS
         shall pay PeopleSoft, on the first through fourth anniversaries of the
         Effective Date, the amounts shown below based upon the number of HRMS
         End Users licensed by SMS.

<TABLE>
<CAPTION>
                  Number of HRMS End         First Anniversary -
                           Users              Fourth Anniversary
<S>                     <C>                   <C>             
                          0 - 75              [*] per year
                         76 - 150             [*] per year
                        151 - 250             [*] per year
                         Over 250             [*] per year
</TABLE>

g)       The first year of PeopleSoft Financials Software Maintenance (as set
         forth in Exhibit D, specifically excluding Section 4 of Exhibit D) is
         included in the Software license fees, thereafter, in the event
         Licensee elects to continue to receive Software Maintenance, Licensee
         shall pay PeopleSoft the annual Software Maintenance fee as set forth
         in this Agreement. Should Licensee elect not to renew Software
         Maintenance and subsequently request Software Maintenance, PeopleSoft
         shall reinstate Software Maintenance only

*        Certain information on this page has been ommitted and filed separately
         with the Commission. Confidential treatment has been requested with
         respect to the ommitted portions.

                                 Page 23 of 51
<PAGE>   24

         after Licensee pays PeopleSoft the annual fee due in accordance with
         this Agreement plus all cumulative fees that would have been payable
         had Licensee not suspended Software Maintenance.

         For the PeopleSoft Financial Software Maintenance provided to SMS as
         set forth in Exhibit D , excluding Section 4 thereof, SMS shall pay
         PeopleSoft, on the first through fourth anniversaries of the Effective
         Date, the amounts shown below based upon the number of Financial End
         Users licensed by SMS.

<TABLE>
<CAPTION>
                            Number of Financial End      First Anniversary -
                                     Users               Fourth Anniversary
<S>                                 <C>                   <C>             
                                      0 - 75              [*] per year
                                     76 - 150             [*] per year
                                    151 - 250             [*] per year
                                     Over 250             [*] per year
</TABLE>

h)       The first year of PeopleSoft HRMS Software Maintenance pursuant to
         Section 4 of Exhibit D is included in the Software license fees,
         thereafter, in the event Licensee elects to continue to receive such
         Section 4 Software Maintenance, Licensee shall pay PeopleSoft the
         annual Software Maintenance fee as set forth in this Agreement.

         For the PeopleSoft HRMS Software Maintenance provided to SMS by
         PeopleSoft pursuant to Section 4 as set forth in Exhibit D (telephone
         consultation/hotline support), SMS shall pay PeopleSoft, on the first
         through fourth anniversaries of the Effective Date, the amounts shown
         below based upon the number of HRMS End Users licensed by SMS.

<TABLE>
<CAPTION>
                            Number of HRMS End Users     First Anniversary -
                                                         Fourth Anniversary
<S>                                 <C>                   <C>             
                                      0 - 75              [*] per year
                                     76 - 150             [*] per year
                                    151 - 250             [*] per year
                                     Over 250             [*] per year
</TABLE>

i)       The first year of PeopleSoft Financials Software Maintenance pursuant
         to Section 4 of Exhibit D is included in the Software license fees,
         thereafter, in the event Licensee elects to continue to receive such
         Section 4 Software Maintenance, Licensee shall pay PeopleSoft the
         annual Software Maintenance fee as set forth in this Agreement.

         For the PeopleSoft Financial Software Maintenance provided to SMS by
         PeopleSoft pursuant to Section 4 as set forth in Exhibit D (telephone
         consultation/hotline support), SMS shall pay PeopleSoft, on the first
         through fourth anniversaries of the Effective Date, the amounts shown
         below based upon the number of Financial End Users licensed by SMS.

<TABLE>
<CAPTION>
                            Number of Financial End      First Anniversary -
                                     Users               Fourth Anniversary
<S>                                 <C>                   <C>             
                                      0 - 75              [*] per year
                                     76 - 150             [*] per year
                                    151 - 250             [*] per year
                                     Over 250             [*] per year
</TABLE>

j)       Consulting, training and/or other services beyond those provided
         pursuant to License and Maintenance Agreements shall be independently
         negotiated with customers. The party providing such efforts shall
         retain one hundred percent (100%) of the proceeds therefrom. On such
         occasions as SMS and PeopleSoft shall together provide such services,
         the allocation between SMS and PeopleSoft of the revenues therefrom
         shall be agreed upon in advance.

*        Certain information on this page has been ommitted and filed separately
         with the Commission. Confidential treatment has been requested with
         respect to the ommitted portions.

                                 Page 24 of 51
<PAGE>   25

5.       AMOUNTS CREDITED TO SMS.

         If, after a Substantial "Selling" Effort by SMS, a SMS End User decides
         to license the PeopleSoft Software directly from PeopleSoft, SMS agrees
         that, upon SMS's prior written approval, which approval shall not be
         unreasonably withheld, PeopleSoft shall have the right to license the
         PeopleSoft HRMS Software and PeopleSoft Financial Software,
         respectively, to such SMS End User; provided PeopleSoft credits to the
         royalties SMS is obligated to pay PeopleSoft the amounts specified in
         below:

         For each such PeopleSoft HRMS license, the credit is fifty percent
         (50%) of PeopleSoft's then current list license fee; and For each such
         PeopleSoft Financials license, the credit is fifty percent (50%) of
         PeopleSoft's then current list license fee .

         Notwithstanding anything to the contrary, this credit obligation shall
         not apply to the SMS End Users listed on Exhibit L on which PeopleSoft
         has expended a Substantial "Selling" Effort.

6.       PEOPLESOFT BANK ACCOUNT FOR PAYMENT.

                           WestAmerica Bank, Walnut Creek Branch
                           ABA #  121-140-218
                           Account Number:  0704006964
                           Account Name     PeopleSoft, Inc.

7.       CURRENCY FOR PAYMENT.

         The currency for all payments to PeopleSoft shall be U.S. Dollars.

8.  INTERNATIONAL OPTION.

a) If, during the two (2) year period following the Effective Date, SMS elects
to extend its non-exclusive system integration and licensing rights for the
PeopleSoft Software from the United States to also include the Designated
European Countries, SMS and PeopleSoft must enter into a mutually acceptable
amendment to this Agreement authorizing such extended use for the Designated
European Countries.

PeopleSoft and SMS agree that SMS shall pay PeopleSoft a one-time entry Global
Distribution Fee of [*] upon execution of the Amendment and for each copy of the
PeopleSoft Software licensed by SMS in the Designated European Countries during
the term of the Amendment, SMS shall pay to PeopleSoft a royalty fee per license
as specified below:

         [*] per each PeopleSoft International HRMS Software license
         excluding a New HRMS ICO User;
         [*] per each PeopleSoft International Financial Software license
         excluding a New Financials ICO User;
         Fifty percent (50%) of PeopleSoft's then current list license fee
         per each license to a New HRMS ICO User unless PeopleSoft agrees to
         lesser amount; and
         Fifty percent (50%) of PeopleSoft's then current list license fee per
         each license to a New Financials ICO User unless PeopleSoft agrees to
         lesser amount.

If, during the two (2) year period following the Effective Date, PeopleSoft
creates a localized version of the PeopleSoft Software for countries outside of
the Territory and the Designated European Countries, upon SMS's request,
PeopleSoft shall have the unilateral right to expand the option stated in this
Section 8.a to cover such additional localized version of the PeopleSoft
Software. If this option is expanded SMS and PeopleSoft must enter into a
mutually acceptable amendment to this Agreement authorizing such extended use
and specifying the additional distribution fee which shall be proportional to
the distribution fee for the Designated European Countries.

*        Certain information on this page has been ommitted and filed separately
         with the Commission. Confidential treatment has been requested with
         respect to the ommitted portions.

                                 Page 25 of 51
<PAGE>   26

SMS understands that (i) the PeopleSoft Software for the Designated European
Countries differs from, and may not contain all the features and functions as,
the PeopleSoft Software for the U.S. market; and (ii) in the Designated European
Countries, SMS will have to work through, and in conjunction with, PeopleSoft's
distributors and channel partners, if any, in such countries. PeopleSoft agrees
to facilitate the introductions between SMS and PeopleSoft's distributors and
channel partners, if any, in such countries.

Software Maintenance under the option specified in this Section 8.a is:

(i)      The first year of PeopleSoft HRMS Software Maintenance (as set forth in
         Exhibit D, specifically excluding Section 4 of Exhibit D) is included
         in the Software license fees, thereafter, in the event Licensee elects
         to continue to receive Software Maintenance, Licensee shall pay
         PeopleSoft the annual Software Maintenance fee as set forth in this
         Agreement. Should Licensee elect not to renew Software Maintenance and
         subsequently request Software Maintenance, PeopleSoft shall reinstate
         Software Maintenance only after Licensee pays PeopleSoft the annual fee
         due in accordance with this Agreement plus all cumulative fees that
         would have been payable had Licensee not suspended Software
         Maintenance.

         For the PeopleSoft HRMS Software Maintenance provided to SMS by
         PeopleSoft as set forth in Exhibit D, excluding Section 4 thereof, SMS
         shall pay PeopleSoft, on the first through fourth anniversaries of the
         Effective Date, the amounts shown below based upon the number of HRMS
         End Users licensed by SMS.

<TABLE>
<CAPTION>
                            Number of HRMS End         First Anniversary -
                                     Users              Fourth Anniversary
<S>                                <C>                  <C>            
                                    0 - 25              [*] per year
                                    26 - 50             [*] per year
                                   51 - 100             [*] per year
                                    Over 100            [*] per year
</TABLE>


(ii)     The first year of PeopleSoft Financials Software Maintenance (as set
         forth in Exhibit D, specifically excluding Section 4 of Exhibit D) is
         included in the Software license fees, thereafter, in the event
         Licensee elects to continue to receive Software Maintenance, Licensee
         shall pay PeopleSoft the annual Software Maintenance fee as set forth
         in this Agreement. Should Licensee elect not to renew Software
         Maintenance and subsequently request Software Maintenance, PeopleSoft
         shall reinstate Software Maintenance only after Licensee pays
         PeopleSoft the annual fee due in accordance with this Agreement plus
         all cumulative fees that would have been payable had Licensee not
         suspended Software Maintenance.

         For the PeopleSoft Financial Software Maintenance provided to SMS as
         set forth in Exhibit D , excluding Section 4 thereof, SMS shall pay
         PeopleSoft, on the first through fourth anniversaries of the Effective
         Date, the amounts shown below based upon the number of Financial End
         Users licensed by SMS.

<TABLE>
<CAPTION>
                            Number of Financial End      First Anniversary -
                                     Users               Fourth Anniversary
<S>                                  <C>                  <C>            
                                      0 - 25              [*] per year
                                     26 - 50              [*] per year
                                     51 - 100             [*] per year
                                     Over 100             [*] per year
</TABLE>

(iii)    The first year of PeopleSoft HRMS Software Maintenance pursuant to
         Section 4 of Exhibit D is included in the Software license fees,
         thereafter, in the event Licensee elects to continue to receive such
         Section 4 Software Maintenance, Licensee shall pay PeopleSoft the
         annual Software Maintenance fee as set forth in this Agreement.

         For the PeopleSoft HRMS Software Maintenance provided to SMS by
         PeopleSoft pursuant to Section 4 as set forth in Exhibit D (telephone
         consultation/hotline support), SMS shall pay PeopleSoft, on the first

*        Certain information on this page has been ommitted and filed separately
         with the Commission. Confidential treatment has been requested with
         respect to the ommitted portions.

                                 Page 26 of 51
<PAGE>   27

         through fourth anniversaries of the Effective Date, the amounts shown
         below based upon the number of HRMS End Users licensed by SMS.

<TABLE>
<CAPTION>
                            Number of HRMS End Users     First Anniversary -
                                                         Fourth Anniversary
<S>                                  <C>                  <C>            
                                      0 - 25              [*] per year
                                     26 - 50              [*] per year
                                     51 - 100             [*] per year
                                     Over 100             [*] per year
</TABLE>

(iv)     The first year of PeopleSoft Financials Software Maintenance pursuant
         to Section 4 of Exhibit D is included in the Software license fees,
         thereafter, in the event Licensee elects to continue to receive such
         Section 4 Software Maintenance, Licensee shall pay PeopleSoft the
         annual Software Maintenance fee as set forth in this Agreement.

         For the PeopleSoft Financial Software Maintenance provided to SMS by
         PeopleSoft pursuant to Section 4 as set forth in Exhibit D (telephone
         consultation/hotline support), SMS shall pay PeopleSoft, on the first
         through fourth anniversaries of the Effective Date, the amounts shown
         below based upon the number of Financial End Users licensed by SMS.

<TABLE>
<CAPTION>
                            Number of Financial End      First Anniversary -
                                     Users               Fourth Anniversary
<S>                                  <C>                  <C>            
                                      0 - 25              [*] per year
                                     26 - 50              [*] per year
                                     51 - 100             [*] per year
                                     Over 100             [*] per year
</TABLE>

b) If, during the two (2) year period following the Effective Date, SMS elects
to extend its non-exclusive system integration and licensing rights for the
PeopleSoft Software from the United States to the twelve countries specified
below with SMS modifying the United States version of the PeopleSoft Software to
create localized versions of the PeopleSoft Software for such twelve countries,
SMS and PeopleSoft must enter into a mutually acceptable amendment to this
Agreement authorizing such extended use.

Additionally, if, during the two (2) year period following the Effective Date,
SMS elects to extend its non-exclusive system integration and licensing rights
for the PeopleSoft Software from the United States to the twelve countries
specified below with SMS modifying the PeopleSoft Designated European Countries
version(s) of the PeopleSoft Software referenced in Section 8.a of this Exhibit
B to create localized versions of the PeopleSoft Software for such twelve
countries, SMS must (i) enter into a mutually acceptable amendment to this
Agreement authorizing such extended use and (ii) exercise the option specified
in Section 8.a of this Exhibit B and pay PeopleSoft the distribution fee of
[*] specified in such Section 8.a.

         COUNTRIES
         ---------
         Belgium                            United Kingdom
         The Czech Republic
         France
         Germany
         Hungary
         Ireland
         Italy
         Luxembourg
         Netherlands
         Poland
         Spain

*        Certain information on this page has been ommitted and filed separately
         with the Commission. Confidential treatment has been requested with
         respect to the ommitted portions.

                                 Page 27 of 51
<PAGE>   28

PeopleSoft and SMS agree that (i) SMS shall not pay any additional distribution
fee associated with this Section 8.b (the additional distribution fee is
required if the option specified in Section 8.a of this Exhibit B is exercised)
and (ii) SMS shall pay to PeopleSoft a royalty fee per each modified copy of the
PeopleSoft Software licensed by SMS as specified below:

         PeopleSoft HRMS Software licensed by SMS

         [*] per each license to a Current HRMS Non-ICO User or a New HRMS
         Non-ICO User;
         [*] per each license to a Current HRMS ICO User; and
         Fifty percent (50%) of PeopleSoft's then current list license fee per
         each license to a New HRMS ICO User unless PeopleSoft agrees to lesser
         amount.

         PeopleSoft Financial Software licensed by SMS

         [*] per each license to a Current Financials Non-ICO User or a New
         Financials Non-ICO User;
         [*] per each license to a Current Financials ICO User ; and
         Fifty percent (50%) of PeopleSoft's then current list license fee per
         each license to a New Financials ICO User unless PeopleSoft agrees to
         a lesser amount.

SMS understands that (i) PeopleSoft will not provide SMS with any maintenance
for licenses granted outside the U.S. pursuant to the option specified in this
Section 8.b and (ii) in the specified twelve countries, PeopleSoft recommends
that SMS works through, and in conjunction with, PeopleSoft's distributors and
channel partners, if any, in such countries. PeopleSoft agrees to facilitate the
introductions between SMS and PeopleSoft's distributors and channel partners, if
any, in such countries.

Upon mutual agreement of the parties, the list of twelve countries specified
herein may be expanded. However, PeopleSoft shall have the right to refuse to
expand the list to any country that PeopleSoft either currently has or is
intending to have an exclusive distributor relationship.

*        Certain information on this page has been ommitted and filed separately
         with the Commission. Confidential treatment has been requested with
         respect to the ommitted portions.

                                 Page 28 of 51
<PAGE>   29

                                    EXHIBIT C
                                  INTERNAL USE

<TABLE>
<CAPTION>
PART 1                                   PRODUCTION    TEST & DEVELOPMENT
                                           COPIES      COPIES
                                           ------      ------
HRMS SOFTWARE
<S>                                            <C>            <C>
           Human Resources                     1              1
                                               -              -
            Benefits Administration            1              1
                                               -              -
            FSA Administration                 1              1
                                               -              -
           Payroll                             1              1
                                               -              -
           Payroll Interface                   1              1
                                               -              -
           Time and Labor                      1              1
                                               -              -
           If or when such module becomes
           commercially available

FINANCIALS SOFTWARE

         General Ledger (incl. PS/nVision)     1              1
                                               -              -
         Accounts Receivable                   1              1
                                               -              -
         Accounts Payable                      1              1
                                               -              -
         Asset Management                      1              1
                                               -              -
         Purchasing                            1              1
                                               -              -
           Inventory                           1              1
                                               -              -
           If or when such module becomes
           commercially available
</TABLE>

Database Version:Oracle           Operating System:            Hardware Model:


FOR THE ORACLE DATABASE VERSION LICENSED, LICENSEE RECEIVES THE APPLICABLE ITEMS
LISTED BELOW:


<TABLE>
<CAPTION>
                                            QTY.          ORACLE
                                            ----          ------
<S>                                           <C>         <C>
     DATABASE                                 1           N/A
     PEOPLETOOLS - RESTRICTED DEV             1           included
     DOCUMENTATION                            2           included
</TABLE>

ADDITIONAL SOFTWARE/SERVICES / PART TWO

       SOFTWARE/SERVICE                   MANUFACTURER              QUANTITY
Workstation Access (includes     PeopleSoft, Inc.                  unlimited
base application access,         Sybase, Inc./MITI
Workstation SQR, QueryLink,      Crystal Computer Services
Crystal, nVision)

Server SQR                       Sybase, Inc./MITI                     1
                                                                       -
PeopleTools - General Dev.(1)    PeopleSoft, Inc.                   10 Seats
                                                                    --------

--------
(1) PeopleTools for general development for the internal use license shall be
used solely to develop applications for Licensee's internal systems. Licensee
shall not market or distribute such applications without executing a mutually
acceptable amendment to this Agreement authorizing such extended use and
specifying the royalty associated with such usage. Any third party software
required by Licensee must be licensed directly from PeopleSoft or the
manufacturer.

                                 Page 29 of 51
<PAGE>   30


<TABLE>
----------------------------------------- ------------------------------------- ------------------------------------
<S>                                       <C>                                   <C>
LICENSEE SITE ADDRESS                     BILL-TO-ADDRESS                       SHIP-TO-ADDRESS




contact name:                             contact name:                         contact name:
Phone No.                                 Phone No.                             Phone No.
Fax No.                                   Fax No.                               Fax No.
----------------------------------------- ------------------------------------- ------------------------------------
</TABLE>

<TABLE>
--------------------------------------------------------- ----------------------------------------------------------
<S>                                                       <C>
LICENSEE TRAINING ADMINISTRATOR                           CORRESPONDENT
Contact Name:                                             Contact Name:
Phone No.                                                 Phone No.
Fax No.
--------------------------------------------------------- ----------------------------------------------------------
</TABLE>




                                 Page 30 of 51
<PAGE>   31


                                    EXHIBIT D
                               SECONDLINE SUPPORT
                              TERMS AND CONDITIONS

Secondline Support Services Terms and Conditions ("Support Services") are
outlined herein. PeopleSoft reserves the right to modify the terms and
conditions of Support Services on an annual basis to reflect current market
conditions.

1.   COVERAGE

PeopleSoft provides SMS with Support Services for the PeopleSoft Software in
consideration for SMS's payment of the applicable fees to PeopleSoft as stated
in Sections 4.f, 4.g, 4.h and 4.i of Exhibit B. SMS is solely responsible for
the provision of Support Services to End Users.

2.   SOFTWARE MAINTENANCE

The following technical and functional improvements will be issued periodically
by PeopleSoft to improve PeopleSoft Software operations:

     a.  Fixes to Errors;
     b.  Updates; and
     c.  Enhancements contained within new releases.

3.   PRIORITY LEVEL OF ERRORS

PeopleSoft shall reasonably determine the priority level of Error. PeopleSoft
uses the following protocols:

Priority A Errors:

     PeopleSoft promptly initiates the following procedures: (1) assign
     PeopleSoft specialists to correct the Error; (2) provide ongoing
     communication on the status of the corrections; and (3) immediately
     commence to provide a Workaround or a Fix.

Priority B Errors:

     (1) PeopleSoft assigns a PeopleSoft specialist to commence correction of
     Error and (2) Provide escalation procedures as reasonably determined by
     PeopleSoft support staff. PeopleSoft exercises all commercially reasonable
     efforts to include the Fix for the Error in the next PeopleSoft Software
     maintenance release.

Priority C Errors:

     PeopleSoft may include the Fix for the Error in the next major PeopleSoft
Software release.

4.   TELEPHONE SUPPORT

PeopleSoft provides telephone technical support concerning installation and use
of the PeopleSoft Software. Except for designated holidays, standard telephone
support hours are Monday through Friday, 6:00 a.m. to 6:30 p.m. Pacific Time.
Telephone Support is available 24-hour, 7-days a week for in-production
customers who need to resolve critical production problems outside of normal
support hours.

5.   ACCOUNT MANAGER

PeopleSoft assigns an account manager to assist the on-going support
relationship. A reasonable amount of account manager on-Site time is included in
the annual Support Services fee. Prior to an account manager conducting an
on-Site visit, such account manager shall obtain SMS's prior approval SMS will
reimburse PeopleSoft for the reasonable travel and living expenses of the
account manager for on-Site activity.

6.   PS/FORUM

     a.  PS/Forum on-line bulletin board system features postings by PeopleSoft
         and PeopleSoft Software users regarding technical and non-technical
         topics of interest. SMS shall access PS/Forum solely through SMS's
         CompuServe services account. At SMS's own expense, SMS shall acquire
         the CompuServe service and a license to use Lotus Notes.

                                 Page 31 of 51
<PAGE>   32

     b.  All maintenance releases and program fixes to the PeopleSoft Software
         may be delivered to SMS through PS/Forum. All information specified in
         PS/Forum by PeopleSoft is confidential and proprietary to PeopleSoft
         and shall only be used in connection with SMS's use of the PeopleSoft
         Software and informational communications with other PS/Forum
         participants. PeopleSoft reserves the right to modify information
         posted to PS/Forum. PeopleSoft shall have the right to publish and
         distribute only through PS/Forum in all languages and in association
         with SMS's name any material or software programs provided by SMS to
         PS/Forum. SMS shall not use PS/Forum for advertising or public
         relations purposes and shall only submit information to PS/Forum which
         is owned by SMS or which SMS has third party permission to submit to
         PS/Forum for use by all other PS/Forum users.

     c.  In the interest of diminishing exposure to software viruses, PeopleSoft
         tests and scans for software viruses all information entered by
         PeopleSoft prior to submission of information to PS/Forum. SMS shall
         also use a reliable virus detection system on any software or
         information posted to PS/Forum, utilize back-up procedures, monitor
         access to PS/Forum, promptly notify PeopleSoft of any virus detected
         within SMS's systems associated with PS/Forum and generally exercise a
         reasonable degree of caution when utilizing information from PS/Forum.
         PeopleSoft does not warrant that PS/Forum will operate without
         interruption or without errors. PeopleSoft reserves the right to modify
         or suspend PS/Forum service in connection with PeopleSoft's provision
         for Support Services.

7.   EXCLUSIONS

PeopleSoft shall have no obligation to support:

     a.  Altered, damaged or substantially modified PeopleSoft Software;
     b.  PeopleSoft Software that is not the then-current or Previous Sequential
         Release;
     c.  Errors caused by SMS's negligence, hardware malfunction or other causes
         beyond the reasonable control of PeopleSoft;
     d.  PeopleSoft Software installed in a hardware or operating environment
         not supported by PeopleSoft; and
     e.  Third party software not licensed through PeopleSoft.

8.   GENERAL

All Updates provided to SMS are subject to the terms and conditions of the
Agreement.

PeopleSoft shall not be liable for any failure or delay in performance of the
Support Services due to causes beyond its reasonable control. Any illegal or
unenforceable provision shall be severed from these Terms and Conditions. SMS
agrees that any information received pursuant to these Terms and Conditions
shall be deemed subject to the non-disclosure obligations set forth in the
Agreement. The Support Services Terms and Conditions states the entire agreement
of PeopleSoft's provision of Support Services to SMS and may only be amended by
a written amendment executed by both parties.

9.   DEFINITIONS

Unless otherwise defined herein, capitalized terms used herein shall have the
same meaning as set forth in the Agreement and applicable Schedule.

"Enhancement" means technical or functional additions to the PeopleSoft Software
to improve software functionality and/or operations. Enhancements are delivered
with new releases of the PeopleSoft Software.

"Error" means a malfunction in the PeopleSoft Software which significantly
degrades the use of the PeopleSoft Software.

"Fix" means the repair or replacement of source or object or executable code
versions of the PeopleSoft Software to remedy an Error.

"Previous Sequential Release" means the release of PeopleSoft Software for use
in a particular operating

                                 Page 32 of 51
<PAGE>   33
environment. A Previous Sequential Release will be supported by PeopleSoft for a
period of fifteen (15) months after release of the subsequent release.

"Priority A" means an Error that: (1) renders the PeopleSoft Software
inoperative; or (2) causes the PeopleSoft Software to fail catastrophically.

"Priority B" means an Error that significantly degrades performance of the
PeopleSoft Software or materially restricts SMS's use of the PeopleSoft
Software.

"Priority C" means an Error that causes only a minor impact of the use of the
PeopleSoft Software.

"Update" means all published revisions to the printed documentation and one (1)
copy of the new release of the PeopleSoft Software which are not designated by
PeopleSoft as new products for which it charges separately.

"Workaround" means a change in the procedures followed or data supplied to avoid
an Error without significantly impairing performance of the PeopleSoft Software.



                                 Page 33 of 51
<PAGE>   34
                                    EXHIBIT E



The terms and conditions of the Systems Integrator Agreement shall apply to
SMS's internal use license. Unless otherwise provided in the Systems Integrator
Agreement, the terms and conditions of this Exhibit E shall apply.


                SOFTWARE END USER LICENSE AND SERVICES AGREEMENT


This agreement ("Agreement") is made as of____________ , 1995 ("Effective Date")
by and between PeopleSoft, Inc. ("PEOPLESOFT"), a Delaware corporation having
its principal place of business at 1331 North California Boulevard, Walnut
Creek, California 94596 and

Name:   __________________("LICENSEE")
Address:__________________
        __________________
        __________________

This Agreement and the Schedules constitute the entire agreement between the
parties concerning Licensee's use of the Software. This Agreement replaces and
supersedes any prior verbal or written understandings, communications, and
representations. No purchase order or other ordering document which purports to
modify or supplement the printed text of this Agreement or any Schedule shall
add to or vary the terms of this Agreement. All such proposed variations or
additions (whether submitted by PeopleSoft or Licensee) are objected to and
deemed material.

THE TERMS AND CONDITIONS HEREIN ARE ACCEPTED AS PART OF THIS AGREEMENT.


LICENSEE                                    PEOPLESOFT, INC.
                                           
_____________________                       _____________________
Authorized Signature                        Authorized Signature

_______________________                     _______________________
Printed Name and Title                      Printed Name and Title


                              TERMS AND CONDITIONS

1.       LICENSE

1.1      PeopleSoft grants Licensee a perpetual, non-exclusive, nontransferable
         license to use the licensed number of copies of the Software, solely
         for internal data processing operations, on each Server at the Site up
         to the licensed number of workstations specified in the applicable
         Schedule. Any third party software products or modules provided by
         PeopleSoft to Licensee shall be used solely with PeopleSoft Software.
         Licensee may use the Software temporarily on a machine other than the
         Server in the event that the Server is inoperable. Licensee may make a
         reasonable number of copies of the Software solely for technical
         support, training and sales support, including demonstrations, and
         archive or emergency back-up purposes and/or disaster recovery testing
         purposes. Licensee may modify or merge the Software with other software
         with the understanding that any modifications, however extensive, shall
         not diminish PeopleSoft's title or interest in the Software.


                                    34 of 51
<PAGE>   35
1.2      PeopleSoft shall provide Licensee with the licensed number of copies of
         the Software and Documentation as specified in the applicable Schedule.
         Licensee may make a reasonable number of copies of Documentation solely
         for Licensee's internal use with the Software provided all copyright
         notices are reproduced.

2.       LICENSE EXCLUSIONS

2.1      Except as expressly authorized herein, Licensee shall not:

         a.       Copy the Software;
         b.       Cause or permit reverse compilation or reverse assembly of all
                  or any portion of the Software;
         c.       distribute, disclose, market, rent, lease or transfer to any
                  third party any portion of the Software (including
                  PeopleTools) or the Documentation, or use the Software or
                  Documentation in any service bureau arrangement, facility
                  management, or third party training;
         d.       Disclose the results of Software performance benchmarks to any
                  third party without PeopleSoft's prior written consent;
         e.       Transfer the Software to a different Server platform without
                  the prior written consent of PeopleSoft (such consent not
                  unreasonably withheld) and payment of any additional fees
                  which may be due;
         f.       Transfer the Software to a different Site without prior
                  written notice to PeopleSoft;
         g.       Export the Software in violation of U.S. Department of
                  Commerce export administration regulations;
         h.       Invoke support libraries other than through documented API
                  calls; and
         i.       Use PeopleTools except in conjunction with the licensed
                  PeopleSoft applications.

2.2      No license, right, or interest in any PeopleSoft trademark, trade name,
         or service mark is granted hereunder.

3.       FEES AND PAYMENT TERMS

3.1      Licensee shall pay PeopleSoft the fees as specified in each applicable
         Schedule and all associated shipping costs.

3.2      Unless Licensee provides PeopleSoft with a valid tax exemption or
         direct pay certificate, Licensee is responsible for all taxes, duties
         and customs fees concerning the Software and/or services, excluding
         taxes based on PeopleSoft's income. Overdue payments shall bear
         interest at the lesser of twelve percent (12%) per annum or the maximum
         rate allowed under applicable law.

4.       TITLE AND PROTECTION

4.1      PeopleSoft (or its third-party providers) retains title to all portions
         of the Software, any modifications to the Software developed with
         PeopleTools, and any copies thereof. Title to the physical media for
         the Software vests in Licensee upon delivery. PeopleSoft represents
         that the Software contains valuable proprietary information, and
         Licensee shall not disclose the Software to anyone other than those of
         its employees or consultants under nondisclosure obligations who have a
         need to know for purposes consistent with this Agreement. Licensee
         shall affix, to each full or partial copy of the Software made by
         Licensee, all copyright and proprietary information notices as affixed
         to the original. The obligations set forth in this paragraph shall
         survive termination of this Agreement.

4.2      The Software may be transferred to the U.S. government only with the
         separate prior written consent of PeopleSoft and solely with
         "Restricted Rights" as that term is defined in FAR 52.227-19(c)(2) (or
         DFAR 252.227-7013(c)(1) if the transfer is to a defense-related agency)
         or subsequent citation.


                                 Page 35 of 51
<PAGE>   36
5.       PATENT AND COPYRIGHT INDEMNITY

         PeopleSoft shall indemnify and defend Licensee against any claims that
         the Software infringes any United States or Canadian patent or
         copyright; provided that PeopleSoft is given prompt notice of such
         claim and is given information, reasonable assistance, and sole
         authority to defend or settle the claim. In the defense or settlement
         of the claim, PeopleSoft may obtain for Licensee the right to continue
         using the Software, replace or modify the Software so that it becomes
         noninfringing while giving equivalent performance. PeopleSoft shall
         have no liability to indemnify or defend Licensee if the alleged
         infringement is based on: (i) a modification of the Software by anyone
         other than PeopleSoft, or (ii) the use of the Software other than in
         accordance with the Documentation.

6.       DEFAULT AND TERMINATION

6.1      Any of the following shall constitute an event of default:

         a.       Licensee fails to perform any of its obligations under the
                  sections entitled "License Exclusions" or "Title and
                  Protection"; or
         b.       Either party fails to perform any other material obligation
                  under this Agreement and such failure remains uncured for more
                  than thirty (30) days after receipt of written notice thereof.

6.2      If an event of default occurs, the nondefaulting party, in addition to
         any other rights available to it under law or equity, may terminate
         this Agreement and all licenses granted hereunder by written notice to
         the defaulting party. Remedies shall be cumulative and there shall be
         no obligation to exercise a particular remedy.

6.3      Within fifteen (15) days after termination of this Agreement, Licensee
         shall certify in writing to PeopleSoft that all copies of the Software
         in any form, including partial copies within modified versions, have
         been destroyed or returned to PeopleSoft.

7.       LIMITED WARRANTY

         PeopleSoft warrants that it has title to the Software and the authority
         to grant licenses to use the Software. PeopleSoft warrants that the
         Software will perform substantially in accordance with the
         Documentation for a period of one (1) year from the date of
         installation. PeopleSoft's sole obligation is limited to repair or
         replacement of the defective Software, provided Licensee notifies
         PeopleSoft of the deficiency within the one-year period and provided
         Licensee has installed all Software updates provided by PeopleSoft's
         Software Support Services. PEOPLESOFT DISCLAIMS ALL OTHER WARRANTIES,
         EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.       LIMITATION OF LIABILITY

         PEOPLESOFT WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR
         CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST
         PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES. EXCLUDING DAMAGES INCURRED UNDER THE
         ARTICLE ENTITLED "PATENT AND COPYRIGHT INDEMNITY", PEOPLESOFT'S
         LIABILITY FOR DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR
         TORT) SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY LICENSEE TO
         PEOPLESOFT FOR THE SOFTWARE OR THE SERVICES FROM WHICH THE CLAIM AROSE.
         THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK WHICH IS SET
         FORTH IN THIS SECTION.

9.       SOFTWARE SUPPORT SERVICES TERMS AND CONDITIONS


                                  Page 36 of 51
<PAGE>   37
         On the Schedule Effective Date, PeopleSoft shall provide Licensee with
         one (1) year of software support services as described in PeopleSoft's
         standard Software Support Services Terms and Conditions (receipt of
         which is hereby acknowledged). After the first year, Licensee may elect
         to acquire Software Support Services by paying PeopleSoft the then
         current applicable fees.

10.      ON-SITE SUPPORT DAYS

         PeopleSoft shall provide Licensee with support at the Site for the
         Software as set forth in the Schedule. For a period of six (6) months
         from the Schedule Effective Date, support days not used during the
         installation phase may be used for other implementation support.
         Licensee shall reimburse PeopleSoft for all reasonable travel and
         living expenses associated with any installation and support.

11.      TRAINING

         PeopleSoft shall provide Licensee with the number of training units set
         forth in the Schedule for use at a PeopleSoft Training Facility.
         Licensee may use training units for Site training as the parties
         mutually agree in writing. Licensee must use these training units
         within one (1) year from the Schedule Effective Date.

12.      NOTICES

         All notices shall be in writing and sent by first class mail, overnight
         mail, courier, or transmitted by facsimile (if confirmed by such
         mailing), to the addresses indicated on the first page of this
         Agreement, or such other address as either party may indicate by at
         least ten (10) days prior written notice to the other party. Notices to
         PeopleSoft shall be sent to the Legal Department.

13.      ASSIGNMENT

         Licensee may not assign this Agreement (by operation of law or
         otherwise) or sublicense the Software without the prior written consent
         of PeopleSoft, and any prohibited assignment or sublicense shall be
         null and void.

14.      NONDISCLOSURE OBLIGATION

14.1     The terms, conditions, pricing and any other information clearly marked
         "confidential" under this Agreement are confidential and shall not be
         disclosed, orally or in writing by Licensee to any third party without
         the prior written consent of PeopleSoft.

14.2     Licensee shall protect the Software with at least the same degree of
         care and confidentiality which Licensee utilizes for similar Licensee
         information which it does not wish disclosed to the public. Licensee
         may provide access to and use of the Software only to those third
         parties, (undertaking similar nondisclosure obligations), providing
         services concerning Licensee's use of the Software.

15.      GENERAL

         This Agreement is made in and shall be governed by the laws of the
         State of California, excluding choice of law principles. Venue shall be
         in San Francisco, California. The section headings herein are provided
         for convenience only and have no substantive effect on the construction
         of this Agreement. Except for Licensee's obligation to pay PeopleSoft,
         neither party shall be liable for any failure to perform due to causes
         beyond its reasonable control. If any provision of this Agreement is
         held to be unenforceable, this Agreement shall be construed without
         such provision. The failure by a party to exercise any right hereunder
         shall not operate as a waiver of such party's right to exercise such
         right or any other right in the future. Except for actions for
         nonpayment or breach of PeopleSoft's proprietary rights in the
         Software, no action regardless of form, arising out of this Agreement
         may be brought by either party more than one year after the cause of
         action has accrued. This Agreement may be amended only by a written
         document


                                 Page 37 of 51
<PAGE>   38
         executed by a duly authorized representative of each of the parties.
         This Agreement may be executed in counterparts. To expedite order
         processing, Transmitted Copies are considered documents equivalent to
         original documents.

16.      DEFINITIONS

         "Documentation" means only technical publications relating to the use
         of the Software, such as reference, user, installation, systems
         administrator and technical guides, delivered by PeopleSoft to
         Licensee.

         "PeopleTools" means the underlying architecture from which the Software
         is designed, and includes software application programming tools and
         code.

         "Schedules" means the product schedules which specifically reference
         this Agreement and which have been executed by the parties.

         "Server" means a single database or file server which may be accessed
         by a network of personal computers as set forth in the applicable
         Schedule.

         "Site" means a specific, physical location of Licensee's Server as set
         forth in the applicable Schedule.

         "Software" means all or any portion of the United States version of the
         binary computer software programs (including corresponding source code)
         provided by PeopleSoft or made by Licensee with PeopleSoft's prior
         written consent, in machine-readable form and including all listed in
         the applicable Schedule and all corrections or updates thereto.
         Software includes the third-party software as identified in the
         Schedule. Software does not include source code to PeopleTools.

         "Transmitted Copies" means this Agreement, Schedules and other ordering
         documents which (i) contain no modifications or amendments to this
         Agreement; (ii) are copied or reproduced and transmitted via photocopy,
         facsimile or process that accurately transmits the original documents;
         and (iii) are accepted by PeopleSoft.


                                 Page 38 of 51
<PAGE>   39
                                    EXHIBIT F

The terms and conditions of the Systems Integrator Agreement shall apply to
support services described in this Exhibit F. Unless otherwise provided in the
Systems Integrator Agreement, the terms and conditions of this Exhibit E shall
apply.

                      SUPPORT SERVICES TERMS AND CONDITIONS

                              TERMS AND CONDITIONS

Software Support Services Terms and Conditions ("Support Services") are
referenced in and incorporated into the License Agreement between PeopleSoft and
Licensee. PeopleSoft reserves the right to modify the terms and conditions of
Support Services on an annual basis to reflect current market conditions.

1.   COVERAGE
PeopleSoft provides Licensee with Support Services for the Software in
consideration for Licensee's payment of the applicable fees to PeopleSoft.

2.   SOFTWARE MAINTENANCE
The following technical and functional improvements will be issued periodically
by PeopleSoft to improve Software operations:
     a.  Fixes to Errors;
     b.  Updates; and
     c.  Enhancements contained within new releases.

3.   PRIORITY LEVEL OF ERRORS
PeopleSoft shall reasonably determine the priority level of Error. PeopleSoft
uses the following protocols:

Priority A Errors:
     PeopleSoft promptly initiates the following procedures: (1) assign senior
     PeopleSoft specialists to correct the Error; (2) provide ongoing
     communication on the status of the corrections; and (3) immediately
     commence to provide a Workaround or a Fix.

Priority B Errors:
     (1) PeopleSoft assigns a PeopleSoft specialist to commence correction of
     Error and (2) Provide escalation procedures as reasonably determined by
     PeopleSoft support staff. PeopleSoft exercises all commercially reasonable
     efforts to include the Fix for the Error in the next Software maintenance
     release.

Priority C Errors:
     PeopleSoft may include the Fix for the Error in the next major Software
     release.

4.   TELEPHONE SUPPORT
PeopleSoft provides telephone technical support concerning installation and use
of the Software. Except for designated holidays, standard telephone support
hours are Monday through Friday, 6:00 a.m. to 6:30 p.m. Pacific Time. Telephone
Support is available 24-hour, 7-days a week for in-production customers who need
to resolve critical production problems outside of normal support hours.

5.   ACCOUNT MANAGER
PeopleSoft assigns an account manager to assist the on-going support
relationship. A reasonable amount of account manager on-Site time is included in
the annual Support Services fee. Licensee will reimburse PeopleSoft for the
reasonable travel and living expenses of the account manager for on-Site
activity.

6.   PS/FORUM


                                 Page 39 of 51
<PAGE>   40
     a.  PS/Forum on-line bulletin board system features postings by PeopleSoft
         and PeopleSoft Software users regarding technical and non-technical
         topics of interest. Licensee shall access PS/Forum solely through
         Licensee's CompuServe services account. At Licensee's own expense,
         Licensee shall acquire the CompuServe service and a license to use
         Lotus Notes.

     b.  All maintenance releases and program fixes to the Software may be
         delivered to Licensee through PS/Forum. All information specified in
         PS/Forum by PeopleSoft is confidential and proprietary to PeopleSoft
         and shall only be used in connection with Licensee's use of the
         Software and informational communications with other PS/Forum
         participants. PeopleSoft reserves the right to modify information
         posted to PS/Forum. PeopleSoft shall have the right to publish and
         distribute only through PS/Forum in all languages and in association
         with Licensee's name any material or software programs provided by
         Licensee to PS/Forum. Licensee shall not use PS/Forum for advertising
         or public relations purposes and shall only submit information to
         PS/Forum which is owned by Licensee or which Licensee has third party
         permission to submit to PS/Forum for use by all other PS/Forum users.

     c.  In the interest of diminishing exposure to software viruses, PeopleSoft
         tests and scans for software viruses all information entered by
         PeopleSoft prior to submission of information to PS/Forum. Licensee
         shall also use a reliable virus detection system on any software or
         information posted to PS/Forum, utilize back-up procedures, monitor
         access to PS/Forum, promptly notify PeopleSoft of any virus detected
         within Licensee's systems associated with PS/Forum and generally
         exercise a reasonable degree of caution when utilizing information from
         PS/Forum. PeopleSoft does not warrant that PS/Forum will operate
         without interruption or without errors. PeopleSoft reserves the right
         to modify or suspend PS/Forum service in connection with PeopleSoft's
         provision for Support Services.

7.   FEES
The first year of Support Services is included in the Software license fees,
thereafter, in the event Licensee elects to continue to receive Support
Services, Licensee shall pay PeopleSoft the then-current annual Support Services
fee. Support Services are billed on an annual basis, payable in advance.
Licensee shall be responsible for all taxes associated with Support Services,
other than taxes based on PeopleSoft's income. Licensee's payment shall be due
within thirty (30) days of receipt of the PeopleSoft invoice.

Should Licensee elect not to renew Support Services and subsequently request
Support Services, PeopleSoft shall reinstate Support Services only after
Licensee pays PeopleSoft the annual then current fee plus all cumulative fees
that would have been payable had Licensee not suspended Support Services.

8.   TERM AND TERMINATION
Unless a shorter term is agreed to in writing by both parties, Support Services
shall be provided for one (1) year from the Agreement Effective Date and shall
be extended each additional year unless terminated by either party. Each one (1)
year term shall commence on the anniversary of the Agreement Effective Date.

Either party may terminate the Support Services provisions at the end of the
original term or at the end of any renewal term by giving the other party
written notice at least ninety (90) days prior to the end of any term.

In the event Licensee fails to make payment pursuant to the section titled
"Fees", or in the event Licensee breaches the Support Services provisions and
such breach has not been cured within thirty (30) days of written receipt of
notice of breach, PeopleSoft may suspend or cancel Support Services.

9.   EXCLUSIONS
PeopleSoft shall have no obligation to support:

     a.  Altered, damaged or substantially modified Software;
     b.  Software that is not the then-current or Previous Sequential Release;
     c.  Errors caused by Licensee's negligence, hardware malfunction or other
         causes beyond the reasonable control of PeopleSoft;
     d.  Software installed in a hardware or operating environment not supported
         by PeopleSoft; and


                                 Page 40 of 51
<PAGE>   41
     e.  Third party software not licensed through PeopleSoft.

10.  GENERAL
All Updates provided to Licensee are subject to the terms and conditions of the
Agreement.

PeopleSoft shall not be liable for any failure or delay in performance of the
Support Services due to causes beyond its reasonable control. Any illegal or
unenforceable provision shall be severed from these Terms and Conditions.
Licensee agrees that any information received pursuant to these Terms and
Conditions shall be deemed subject to the non-disclosure obligations set forth
in the Agreement. The Support Services Terms and Conditions states the entire
agreement of PeopleSoft's provision of Support Services to Licensee and may only
be amended by a written amendment executed by both parties.

11.  DEFINITIONS
Unless otherwise defined herein, capitalized terms used herein shall have the
same meaning as set forth in the Agreement and applicable Schedule.

"Enhancement" means technical or functional additions to the Software to improve
software functionality and/or operations. Enhancements are delivered with new
releases of the Software.

"Error" means a malfunction in the Software which significantly degrades the use
of the Software.

"Fix" means the repair or replacement of source or object or executable code
versions of the Software to remedy an Error.

"Previous Sequential Release" means the release of Software for use in a
particular operating environment which has been replaced by a subsequent release
of the Software in the same operating environment. A Previous Sequential Release
will be supported by PeopleSoft for a period of fifteen (15) months after
release of the subsequent release.

"Priority A" means an Error that: (1) renders the Software inoperative; or (2)
causes the Software to fail catastrophically.

"Priority B" means an Error that significantly degrades performance of the
Software or materially restricts Licensee's use of the Software.

"Priority C" means an Error that causes only a minor impact of the use of the
Software.

"Update" means all published revisions to the printed documentation and one (1)
copy of the new release of the Software which are not designated by PeopleSoft
as new products for which it charges separately.

"Workaround" means a change in the procedures followed or data supplied to avoid
an Error without significantly impairing performance of the Software.


                                 Page 41 of 51
<PAGE>   42
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                             SMS ALLEGRA CUSTOMERS
                            AS REPORTED FROM THE [*]















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   43
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                             SMS ALLEGRA CUSTOMERS
                            AS REPORTED FROM THE [*]


HEALTHCARE ORGANIZATION                      CITY                    ST  ROSS-HR
--------------------------------------------------------------------------------












*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   44
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                           SMS INVISION ICO CUSTOMERS
                            AS REPORTED FROM THE [*]


CORPORATION
  SUBSIDIARY/ENTITY                      CITY                       STATE GL HR
--------------------------------------------------------------------------------
















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   45
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                           SMS INVISION ICO CUSTOMERS
                            AS REPORTED FROM THE [*]


CORPORATION
  SUBSIDIARY/ENTITY                      CITY                       STATE GL HR
--------------------------------------------------------------------------------















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   46
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                           SMS INVISION ICO CUSTOMERS
                            AS REPORTED FROM THE [*]


CORPORATION
  SUBSIDIARY/ENTITY                      CITY                       STATE GL HR
--------------------------------------------------------------------------------















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   47
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                           SMS INVISION ICO CUSTOMERS
                            AS REPORTED FROM THE [*]


CORPORATION
  SUBSIDIARY/ENTITY                      CITY                       STATE GL HR
--------------------------------------------------------------------------------
















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   48
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                           SMS INVISION ICO CUSTOMERS
                            AS REPORTED FROM THE [*]


CORPORATION
  SUBSIDIARY/ENTITY                      CITY                       STATE GL HR
--------------------------------------------------------------------------------















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   49
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                           SMS INVISION ICO CUSTOMERS
                            AS REPORTED FROM THE [*]


CORPORATION
  SUBSIDIARY/ENTITY                      CITY                       STATE GL HR
--------------------------------------------------------------------------------
















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   50
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                           SMS INVISION ICO CUSTOMERS
                            AS REPORTED FROM THE [*]


CORPORATION
  SUBSIDIARY/ENTITY                      CITY                       STATE GL HR
--------------------------------------------------------------------------------















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   51
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                            SMS MEDSERIES4 CUSTOMERS
                            AS REPORTED FROM THE [*]


HEALTHCARE ORGANIZATION                  CITY                  ST    GL    PP/HR
--------------------------------------------------------------------------------
















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   52
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                            SMS MEDSERIES4 CUSTOMERS
                            AS REPORTED FROM THE [*]


HEALTHCARE ORGANIZATION                  CITY                  ST    GL    PP/HR
--------------------------------------------------------------------------------
















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   53
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                            SMS MEDSERIES4 CUSTOMERS
                            AS REPORTED FROM THE [*]


HEALTHCARE ORGANIZATION                  CITY                  ST    GL    PP/HR
--------------------------------------------------------------------------------
















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   54
                               SMS - CONFIDENTIAL
                                  EXHIBIT - G

                            SMS MEDSERIES4 CUSTOMERS
                            AS REPORTED FROM THE [*]


HEALTHCARE ORGANIZATION                  CITY                  ST    GL    PP/HR
--------------------------------------------------------------------------------
















*Certain information on this page has been omitted and filed
 separately with the Commission. Confidential treatment has
 been requested with respect to the omitted portions.
<PAGE>   55
                                   EXHIBIT H

            PEOPLESOFT'S HARDWARE AND SOFTWARE REQUIREMENTS DOCUMENT








                                 Pages 43 of 51

<PAGE>   56
                                   EXHIBIT I

               LANGUAGE TO BE INCLUDED IN SMS-END USER CONTRACTS

        The following provisions are currently included in SMS' end user
license agreements. SMS will require End User agreements to include provisions
substantially as reproduced below. SMS agrees that no modification of such
provisions shall cause (i) PeopleSoft Software to be treated differently than
any SMS Product in such End User license agreement, or (ii) the PeopleSoft
Software to have less protection than as stated herein.

        __.  CONFIDENTIALITY.  Each party shall retain in strict confidence the
terms and conditions of this Agreement and all information and data relating to
the other party's business, development plans, programs, documentation,
techniques, trade secrets, systems, and know-how, and shall not, unless
otherwise required by law, disclose such information to any third party without
the other's prior written consent; provided that SMS shall have the right to
compile and distribute statistical analyses and reports utilizing aggregated
data derived from information and data obtained from Customer, other SMS
customers, and other sources. Such reports and analyses will not identify
Customer or any physician or patient of Customer. Customer shall have the right
to disclose SMS information to Customer's employees, consultants, and agents on
a need-to-know basis, provided that all such consultants and agents have
executed a confidentiality agreement that is acceptable to SMS prior to such
disclosure. Upon SMS' request, Customer shall inform SMS in writing of the
number and location of the original and all copies of each of the Deliverables.

The following provision applies in ICO deals:

        __.  GRANT OF PERPETUAL LICENSE.  SMS grants to Customer a perpetual
license to use one (1) copy of the Applications and the Deliverables to be
operated at the Facility by Customer's employees for the sole purpose of
processing data of the Facility. Customer shall also have the right to make
Modifications and Adaptations and to use them solely for the Facility. Customer
agrees that this Agreement shall bind all users of the System.

        Customer may make one (1) copy of the Applications and OAS to be used
solely for emergency purposes at the Facility. Customer shall not transfer its
license nor sublicense the Deliverables. Customer shall not disassemble,
decompile, or otherwise reverse-engineer the Applications. OAS or other
software provided by SMS under this Agreement.

        SMS or its suppliers shall have the exclusive title to, copyright and
trade secret right in, and the right to grant additional licenses to, the
Applications and Deliverables. If SMS incorporates the programs of any other
suppliers in the Applications, those suppliers shall be entitled to the benefit
of the obligations incurred by Customer in this Section and in the
Confidentiality Section.

The following provision applies in non-ICO deals:

        __.  REMOTE COMPUTING SERVICES.  SMS shall process the Facility's data
on the System as selected by Customer in accordance with the Documentation.
Customer shall have the right to make Adaptations for use solely by the
Facility. Customer shall not transfer its rights hereunder nor sublicense the
Deliverables.

<PAGE>   57
        SMS or its suppliers shall have the exclusive title to, copyright and
trade secret right in, and the right to grant additional licenses to, the
Lan-Based Applications and related Deliverables. If SMS incorporates the
programs of any other suppliers in the Applications, those suppliers shall be
entitled to the benefit of the obligations incurred by Customer in this Section
and in the Confidentiality Section.

<PAGE>   58
                                   EXHIBIT J
                            SMS SERVICE PLUS PROGRAM

        The provisions of this Exhibit may be modified by SMS as any time
during the Term.

        SMS will provide a program of support for the SMS Applications and
Custom Programming listed in Exhibit A under the following terms and
conditions. This Support Program shall become effective on the date of this
Agreement and shall remain in force for an Initial Term of ______________ (__)
months from the Delivery Date of the first Application. This Program shall
continue in force thereafter until terminated by Customer or SMS upon six (6)
months' written notice.

        1.      SMS SUPPORT RESPONSIBILITIES:

                (a)  Correct, at no additional charge, any failure of the
Applications or SMS' architectural system to perform substantially in
accordance with the Documentation as specified in the warranty section of this
Agreement, and to provide remote telephone warranty support.

                (b)  Provide Customer with a Monthly Allowance of
______________ (__) hours of remote telephone non-warranty support at no
additional charge. The Monthly Allowance may be used for assistance and advice
on the operation and functions of the Applications, for help with diagnostics
and other problem determination procedures, and for advice and assistance in
problem situations. Any unused portion of this Monthly Allowance cannot be
carried forward to subsequent months.

                (c)  Initiate work on urgent issues within one hour of
Customer's call for assistance to the Customer Support Center ("CSC"), 24 hours
per day and 7 days per week. Generally urgent issues would be those involving
substantial Application failure or those which, in Customer's reasonable
judgment, are critical to Customer's overall operation. SMS will initiate work
on non-urgent issues, including the correction of non-urgent software problems,
during Customer's normal business hours from SMS' Corporate offices or the local
SMS office, either on a remote basis or on-site, as is most effective and
efficient.

                (d)  Provide a record in SMS' Events Tracking System ("EVTS")
of telephone requests received at the CSC from an employee or other
representative of Customer including a description of the request, the time
spent and the actions performed in satisfying the request, and the resolution
of the request. Customer may, at its option, access this information to review
the support effort being performed at Customer's request and the status of work
in process.

                (e)  Provide Customer, on a regular basis, Updates and Releases
to the standard SMS Application functions Customer has obtained and
Documentation of these items at no additional software charge. Updates are
packages of software corrections as well as revisions addressing common
functional and performance issues. Releases are a redistribution of licensed SMS
software containing an aggregation of Updates, and functional, operational
and/or performance improvements.

                (f)  Provide Customer, when made generally available by SMS,
with new Versions of previously delivered Application functions of UNITY FMS,
INVISION RCO, SIGNATURE RCO Applications or Applications licensed under a SMS
Term License Agreement for no additional software fee during the term of this
Support Program. New Versions of previously delivered Application functions of
SMS Applications licensed under a SMS Perpetual License Agreement will be
charged at SMS' then-current rates. A Version is a delivery of new features
packages as part of existing and/or new Applications.



<PAGE>   59
        (g)  Meet annually with Customer's management staff to (i) jointly
develop an annual support schedule, (ii) evaluate support performance, and
(iii) review Customer's utilization of the System. The annual support schedule
will state which support services will be provided at no additional charge and
which will be provided for an additional fee.

        (h)  Provide Customer with all generally applicable federally-mandated
regulatory changes and state-mandated billing changes. Federally-mandated
programming changes to the Payroll and Accounts Payable Applications and to the
Case Mix Groupers/Schemes will be provided at no additional charge. SMS'
charges, if any, for other generally applicable federally-mandated programming
changes or state-mandated billing changes are contingent on the scope of such
changes and are set on a multi-client/fair-share basis for programming. Changes
will be provided to Customer when made generally available to customers of this
System.

        (i)  Provide Customer with an allowance of thirty-two (32) hours of SMS
Education during the first twelve (12) months of the Initial Term. Thereafter,
the Annual Education Allowance will be as provided in the annual support
schedule developed by the parties.

   2. CUSTOMER SUPPORT RESPONSIBILITIES:

        (a)  Ensure the appropriate Customer personnel have been trained in the
operation, support, and management of the SMS System.

        (b)  Appoint an SMS System Support Coordinator, a LAN Administrator,
establish a central Help Desk, and, if applicable, a Departmental Help Desk for
the effective support and operation of the SMS Applications and to ensure that
Customer Responsibilities are performed.

        (c)  During the term of this Support Program, provide SMS with both
on-site access to each Facility and remote access to the System through the SMS
approved network services (minimum 14,400 baud) obtained by Customer to enable
SMS to provide warranty assistance both on-site and remotely. Time spent in
remote telephone support activities will be calculated in minimum time
increments of one-half (1/2) hour.

        (d)  Maintain up-to-date SMS Documentation at the Facility, and, for
the SMS System located at the Facility, to be solely responsible for
maintaining all necessary backup and recovery procedures.

        (e)  Complete proper problem determination procedures, as specified in
the Documentation, before contacting SMS and then perform problem definition
activities and remedial actions, as reasonably requested by SMS.

        (f)  Implement all Updates within sixty (60) calendar days and all
Releases within six (6) months, unless a delay is mutually agreed upon by the
parties.

        (g)  Remain on the latest Release of either the then-current Version or
next-to-current Version of the SMS Applications covered by Customer's current
Agreement and made available by SMS.

        (h)  Obtain all additional equipment, operating system software,
third-party software, and professional services required to stay current with
third party changes, and changes made by SMS in response to federal and state
regulatory change.

 
<PAGE>   60
                (i)     Obtain all additional equipment, operating system
software, third-party software, and professional services (i) relating to
Updates and Releases provided hereunder, (ii) relating to Custom Programming;
and (iii) relating to any Versions and optional net new function.

                (j)     Remain on the latest Release and Version of all
third-party software as designated by SMS and obtain support for all
third-party software from the respective vendor.

        3.      MISCELLANEOUS.  If the parties objectively determine a problem
is not an error in the Applications, OAS, or Documentation, or if Customer
elects not to perform the Customer's Responsibilities, any support efforts made
by SMS may result in additional charges which shall be pursuant to SMS'
then-current rates and terms.

        Telecommunication services line charges, charges for remote telephone
support in excess of Customer's Monthly Allowance, travel and other expenses
associated with support provided by SMS shall be paid by Customer pursuant to
SMS' then-current rates and terms.

        This program shall supersede any other support agreement between SMS
and Customer relating to the Applications listed in Exhibit A.
<PAGE>   61
                                    EXHIBIT K

                               MONTHLY REPORT FORM

         SMS shall, no later than fifteen (15) days following the end of each
         quarter, inform PeopleSoft of the delivery of any PeopleSoft Software
         sublicensed by SMS and shall provide to PeopleSoft a SMS quarterly
         report, in the form shown below, containing sufficient information to
         allow PeopleSoft to invoice SMS for such licenses.

         For the purposes of this Agreement, the quarters shall end on the
         following dates:

                  February 28 (or February 29, if applicable)
                  May 31
                  August 31
                  November 30

Information required for each End User that licensed PeopleSoft Software from
SMS:

Name:
Address:
PeopleSoft Software licensed:
Royalty due to PeopleSoft:
Type of SMS End User: (Current Financials ICO User, Current Financials Non-ICO
         User, New Financials ICO User, New Financials Non-ICO User, etc.)
If new SMS End User, specify SMS's Core Application licensed simultaneous with
         PeopleSoft Software:




Exhibit G Update:

Specify all the entities that have executed a license agreement with SMS for any
and all SMS's Core Applications during the reporting period.




                                 Page 46 of 51
<PAGE>   62
                               EXHIBIT L




1.  SMS End Users

SMS understands and agrees that during the nine (9) month period following the
Effective Date, PeopleSoft and its then-current distributors, oems, vars and
other channel partners have the exclusive marketing, distribution and licensing
rights for the PeopleSoft Software to the SMS End Users specified below:

[ * ]

2.  Prospects

SMS understands and agrees that during the twelve (12) month period following
the Effective Date, PeopleSoft and its then-current distributors, oems, vars and
other channel partners have the exclusive marketing, distribution and licensing
rights for the prospects specified below and SMS shall not market or distribute
the PeopleSoft Software to such prospects during such twelve month period.

[ * ]

3. SMS End User and Current PeopleSoft Customer

SMS understands and agrees the entities specified below are current PeopleSoft
customers and during Term of this Agreement, including all subsequent renewals,
PeopleSoft and its then-current distributors, oems, vars and other channel
partners may market, distribute and license the PeopleSoft Software to such
entities.

[ * ]




                                 Page 47 of 51

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
<PAGE>   63
[ * ]




                                 Page 48 of 51

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
<PAGE>   64
                                    EXHIBIT M
                   SUMMARY OF SMS TRAVEL AND LIVING POLICIES

        The following is a summary of the principal provisions of SMS' present
policy for employee reimbursement for United States travel and living expenses.
SMS passes these charges through to Customer.

        1.      Commercial Air Fare.  Coach class, except business class is
reimbursable on coast-to-coast flights if it is not more than twenty percent
(20%) more expensive than coach class.

        2.      Car Rental.  Compact car (unless the number of people being
transported requires a larger car) from a car rental firm that provides SMS
special reduced rates.

        3.      Use of Personal Automobile.  At a rate of $.29 per mile plus
tolls for the United States, except Puerto Rico which is reimbursed at the rate
of $.32 per mile plus tolls.

        4.      Other Commercial Travel.  Coach class for trains and buses.
Airport vans are to be used in preference to taxi cabs for travel to and from
airports where practical.

        5.      Parking.  The maximum amount which is reimbursable for parking
at any airport or train station is the standard per-day rate for remote
parking.

        6.      Lodging.  Lowest-priced, satisfactory accommodation. The use of
hotels which provide SMS special reduced rates is encouraged.

        7.      Meals.  An allowance for breakfast and dinner only Monday
through Friday and additionally for lunch on weekends. The rates for these
allowances are as follows:

<TABLE>
<CAPTION>
                   New York City Vicinity,      
                    Puerto Rico, Alaska,        All Other
        Meal            and Hawaii              Locations
<S>                      <C>                      <C>
Breakfast                $ 6.00                   $ 6.00
Lunch                    $ 5.00                   $ 5.00
Dinner                   $21.00                   $16.00
</TABLE>

        Receipts are required for commercial travel, car rental, parking, and
lodging. Where SMS employees visit more than one client on the same trip, the
expenses incurred are apportioned in relation to time spent with each client.

        SMS' policy for employee reimbursement may be changed by SMS from time
to time to reflect changes in economic and business factors.
<PAGE>   65
                                    EXHIBIT N
                                    SMS MARKS

TO BE PROVIDED BY SMS AT A LATER DATE (WITHIN THIRTY DAYS OF THE EFFECTIVE DATE)




                                 Page 50 of 51
<PAGE>   66
                                    EXHIBIT O
                           SUBSTANTIAL SELLING EFFORT

Date:

[On applicable party's  letterhead]


Send to:          PeopleSoft, Inc. or SMS (as appropriate)

Attn:             Regional General Manager or SMS contact (as appropriate)


ALL INFORMATION MUST BE COMPLETED AND SIGNATURE REQUIRED BY EACH PARTY'S
AUTHORIZED REPRESENTATIVE BEFORE ELIGIBILITY FOR CREDIT OF ROYALTY

List the Substantial Selling Effort provided by PeopleSoft or SMS (as
appropriate) to qualify for royalty credit under the Agreement (list all
significant details including end user customer name, dates and locations of
sales presentations, demonstrations, submittal of RFP Responses, etc.)




------------------------------
SMS


------------------------------
PeopleSoft



This form when executed by the parties authorized representative certifies that
PeopleSoft or SMS (as appropriate) provided the above Substantial Selling Effort
and this license is authorized and qualifies for royalty credit by PeopleSoft to
SMS as set forth in Section 5 of Exhibit B to the Agreement.

Agreed & Acknowledged:


                                           PEOPLESOFT, INC.
-------------------------------------     
Licensee                                  
                                          
                                          
-------------------------------------      -------------------------------------
Authorized signature of Sales              Authorized signature of Sales
Management                                 Management
                                          
                                          
-------------------------------------      -------------------------------------
Printed name and title                     Printed name and title
                                       



                                 Page 51 of 51