1 FUTURELINK DISTRIBUTION CORP. SERVICE AGREEMENT (PROVINCE OF ALBERTA) Date: June 1, 1998 Client #: 980007 Between: FUTURELINK DISTRIBUTION CORP. No. 550, 603-7 Avenue SW Calgary, AB Canada T2P 2T5 (FutureLink) And WILLSON STATIONERS LTD. 4920 - 72nd Ave SE Calgary, Alberta T2C 4B5 (Client) Background to the Agreement Client has agreed to form a relationship with FutureLink where FutureLink will provide consulting support for network development with the plan for FutureLink to assume full network management and implementation responsibility. FutureServe, a Division of FutureLink, will provide Web based development, design and implementation support which marries with the overall FutureLink solution for Network services. The Client will provide access to the Willson facilities, employees and suppliers to facilitate the analysis, investigation and implementation of the network consulting and management programs. PHASE I FutureLink will provide consulting support to the client for network design development from June 15th, 1998 to August 10th, 1998. Design development will include: 1. Evaluation of Winsol as a long term solution Evaluation of alternative POS system (if required) Evaluation of alternative Inventory system (if required) Evaluation of alternative Accounting system (if required) 2. Implementation plan for hardware migration to thin clients Certification of all required applications on Winframe Server Determination of what users require the use of thick clients User testing of Winframe solution Upgrade of existing wiring from serial cable to CAT5 Replacement of Dumb terminals with Thin Clients 3. Implementation plan for upgrade of POS systems at retail stores 4. Implementation plan for upgrade of Accounting system FINANCIAL AGREEMENT The Client will pay FutureLink a one-time consulting support fee for the period June 15th, 1998 to August 10th, 1998. The consulting fee will be $18,000.00 and is due August 10th, 1998. PHASE II FutureLink will assume network management of the client's information technology services which will include: - - Assumption of all existing network management and staff at the client location - - Assumption of all costs associated with network management excluding software and connectivity costs - - Maintenance of all network systems and functions to facilitate the information flow for operations, accounting, marketing, retail sales and support functions at all client locations FINANCIAL AGREEMENT The final structure of the full service management agreement and terms will be developed at the conclusion of the consulting period and will be itemized under a separate agreement. Per: FutureLink Distribution Corp. ______________________________ Dated: ______________________________ Willson Stationers Ltd. ______________________________ Dated: ______________________________