AGREEMENT
                                      FOR
                        INFORMATION TECHNOLOGY SERVICES

        THIS AGREEMENT, dated as of October 12, 1994, between FIRST VIRTUAL
HOLDINGS INCORPORATED, a Wyoming corporation (hereinafter referred to as
"FVH"), and ELECTRONIC DATA SYSTEMS CORPORATION, a Texas corporation
(hereinafter referred to as "EDS");

                                    RECITALS

        WHEREAS, EDS is in the business of providing information technology
services to entities who service and process financial transactions, including
credit card transactions; and

        WHEREAS, FVH has developed a program (the "Program") and an
associated system for conducting financial commerce (that is, the buying and
selling of information, goods and/or services) over the Internet (as defined
below); and

        WHEREAS, FVH desires to obtain, and EDS desires to furnish, information
technology services which could include card production, exception and
transaction processing associated with the FVII Program on the terms and
subject to the conditions set forth herein;

        NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements, covenants, representations, and warranties herein contained, the
parties hereto agree as follows:

                             ARTICLE I. DEFINITIONS

1.1     CERTAIN DEFINITIONS. As used in this Agreement:

        (a)     "Account Executives" shall mean the EDS Account Executive
                 and the FVH Account Executive.

        (b)     "Bank" shall mean the merchant settlement bank retained as
                such by FVH, subject to change by FVH from time to time.

        (c)     "Base Services" shall mean the information technology
                services and applications to be provided by EDS which are
                generally described in Schedule A of this Agreement.

        (d)     "Business Day" shall mean any day that the Bank is open
                for business.

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(e)     "Data Center" shall mean the EDS data processing center selected by EDS
        at which the Program transactions will be processed. The initial Data
        Center is located Westlake, Ohio.

(f)     "Documentation" shall mean documents, manuals (including user manuals),
        and reference materials which collectively contain a description and/or
        definition of basic or necessary operating conditions, characteristics,
        capabilities, and specifications of the Base Services.

(g)     "EDS" shall mean Electronic Data Systems Corporation, a Texas
        corporation.

(h)     "EDS Account Executive" shall mean an EDS account executive assigned
        to act as FVH's primary point of contact regarding this Agreement.

(i)     "EDS Equipment" shall mean the hardware to be purchased and installed
        by EDS at the Data Center for the processing of the Program
        transactions.

(j)     "EDS Systems" shall mean any System provided by EDS to provide the Base
        Services and Other Services under this Agreement.

(k)     "Effective Date" shall mean the date this Agreement is executed and
        delivered by EDS.

(l)     "Expiration Date" shall mean the third anniversary of the
        Implementation Date.

(m)     "FVH" shall mean FIRST VIRTUAL HOLDINGS INCORPORATED, a Wyoming
        corporation.

(n)     "FVH Account Executive" shall mean a representative of FVH assigned
        to work with the EDS Account Executive.

(o)     "FVH Equipment" shall mean the hardware, to include operating systems,
        FVH Systems and associated monitoring equipment, owned by FVH and to
        be delivered to the Data Center by FVH and installed by EDS.

(p)     "FVH Obligations" shall mean those obligations set out in Schedule B
        to be performed by FVH relating to the conduct of the Program.

(q)     "FVH Systems" shall mean Systems developed and owned by FVH to
        interface with EDS Systems hereunder to support financial transaction
        processing for the FVH Program.

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(r)     "Implementation Date" shall mean the date on which FVH completes its
        acceptance testing pursuant to Section 4.1(i) hereof and certifies its
        acceptance of the EDS Systems and the FVH Systems in writing as being
        capable of providing Base Services hereunder. In the event the systems
        cannot be corrected to pass acceptance testing within 30 days after EDS
        is provided written notice of deficiencies, this Agreement may be
        terminated by FVH at no further expenses to FVH.

(s)     "Internet" shall mean a global network of computer networks which permit
        the exchange of electronic files using established protocols.

(t)     "MasterCard" shall mean MasterCard International, Inc.

(u)     "Other Services" shall mean all services other than Base Services, and
        shall include without limitation (i) systems engineering services, (ii)
        special computer runs or reports, and special accounting information
        applications, (iii) data processing-related forms, supplies, and
        equipment other than those provided by EDS to FVH as generic, and (iv)
        custom or special enhancements to the EDS System made especially for FVH
        or in support of the FVH Program which are outside the scope of this
        Agreement.

(v)     "Program" shall mean concepts, systems and procedures established by FVH
        for the conduct of financial commerce on the Internet.

(w)     "Services" shall mean Base Services and Other Services.

(x)     "System" or "Systems" means and includes (i) computer programs,
        including without limitation software, firmware, application programs,
        operating systems, files and utilities, (ii) supporting documentation
        for such computer programs, including without limitation input and
        output formats, program listings, narrative descriptions, operating
        instructions and programming instructions, and (iii) the tangible media
        upon which such programs are recorded, including without limitation
        chips, tapes, disks and diskettes.

(y)     "VISA" shall mean Visa U.S.A., Inc.

(z)     "Customer and Business Information" shall include all information
        relating to the business of FVH and information relating to its
        customers including, without limitation, customer lists, addresses,
        demographics, profitability and account information, and all such other
        information developed through the use of programs and provision of
        services by FVII.

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                         ARTICLE II. AGREEMENT AND TERM

2.1     Agreement. Subject to the terms and upon the conditions specified in
        this Agreement, during the term of this Agreement EDS will supply to
        FVH, and FVH will purchase from EDS, all the requirements of FVH for
        all information technology services and applications described herein.
        It is the intention of the parties hereto that EDS will supply to FVH
        all of the transaction processing requirements of FVH for the conduct
        of the FVH Program. Notwithstanding the foregoing, during the term
        hereof it is agreed that FVH shall have the right to negotiate and
        contract for the securing of information technology services and
        applications support for periods after the term hereof which are
        comparable or competitive with those being provided hereunder.

2.2     Term. The term of this Agreement shall be for the period commencing on
        the Effective Date and ending on the Expiration Date or on such earlier
        date upon which this Agreement is terminated in accordance with the
        provisions of Sections 7.2, 7.3, or 7.4 of this Agreement. The term of
        this Agreement will automatically extend for a period of one (1) year
        after the Expiration Date and each subsequent anniversary of the
        Implementation Date, unless either party gives the other party notice
        at least six (6) months prior to the date this Agreement would otherwise
        terminate that it does not wish to extend the term of this Agreement
        beyond the subsequent anniversary of the Implementation Date.


                ARTICLE III. EDS OBLIGATIONS AND REPRESENTATIONS

3.1     Base Services. During the term of this Agreement, EDS will provide to
        FVH Base Services for all of FVH's financial transactions processed
        through the Program. In connection with the provision of Base Services
        hereunder, EDS will:

        (a)     Provide, install, maintain and operate the appropriate
                equipment, including the EDS Equipment, and EDS Systems so as to
                provide Services hereunder and to furnish to FVH the daily and
                other periodic reports listed in SCHEDULE A attached hereto;

        (b)     Through access to FVH's account at the Bank, settle on behalf of
                FVH all credit card account transactions with the VISA and
                MasterCard networks. On each day for which such settlement
                results in a net surplus of funds, EDS shall, subject to the
                requirements of the Bank, remit such surplus funds in
                immediately available funds via the Federal Reserve System wire
                facilities to FVH's account with the Bank, conditioned on timely
                receipt of funds from the appropriate network. On each day for
                which such settlement results in a net deficit of funds, EDS
                shall withdraw from FVH's account at the Bank immediately
                available funds in an amount equal to such deficit which EDS
                shall remit via the Federal Reserve System wire facilities to
                the

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                appropriate network or networks not later than the close of
                business on each Business Day;

        (c)     Maintain a merchant account processing relationship with the
                Bank, it being recognized that the parties may mutually agree
                to change the  designated bank from time to time;

        (d)     Operate the FVH Equipment and the FVH Systems at the Data
                Center,

        (e)     Store and safeguard magnetic tapes and disc packs containing
                FVH's data in accordance with the data integrity safeguards
                specified in Section 6.2;

        (f)     Provide FVH with a complete set of Documentation used by EDS in
                performing the Base Services, together with updates as they are
                developed by EDS. EDS will provide FVH with additional copies of
                all user manuals upon request, at a mutually agreeable price
                therefor;

        (g)     Provide customer support for participants in the FVH Program as
                described in Schedule A;

        (h)     With the cooperation of FVH, develop, maintain and, as necessary
                in the event of a disaster, execute a disaster recovery plan in
                accordance with Section 6.7; and

        (i)     Have sole responsibility for the safekeeping of plastic cards on
                behalf of FVH from the time each such card enters into EDS'
                possession until such card is delivered to the United States
                Postal Service or other common carrier for delivery to a
                cardholder.

3.2     Other Services. FVH may from time to time request Other Services. All
        Other Services provided to FVH will be billed at a mutually agreeable
        price. To obtain Other Services, FVH shall present to EDS a written
        proposal or inquiry. EDS shall submit a written bid in response to such
        proposal or inquiry within ten (10) business days after receipt thereof.
        If EDS indicates it is willing and able to undertake to provide such
        Other Services, EDS and FVH shall specify in detail such Other Services
        in one or more written addenda to this Agreement.

3.3     Training. EDS shall make EDS personnel available for training by FVH in
        the proper use of the FVH System. Both parties shall provide competent
        personnel for such training and shall cooperate in scheduling such
        training in conjunction with the implementation of the Program.

3.4     Forms. EDS shall provide all forms requested by FVH in connection with
        the Program as an Additional Service. Unless otherwise mutually agreed,
        FVH shall provide all special, unique, or customized forms.    

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        3.5     System Implementation. EDS will, promptly after execution of
                this Agreement but no later than October 14, 1994 implement
                the Base Services, and provide updates and changes as they
                occur. FVH shall pay the charges for such initial
                implementation in accordance with Section 5.5 of this
                Agreement.

        3.6     Operating Instruction, System Changes. FVH agrees to comply
                with all operating instructions pertaining to the Services as
                issued by EDS from time to time. In order to continuously
                improve the efficiency and quality of the Services, EDS
                reserves the right to make such software, hardware, and
                operational changes as it shall reasonably deem necessary and
                FVH shall be notified in advance of any changes affecting the
                Services to FVH. FVH acknowledges that EDS shall provide the
                Services using such software, whether owned by EDS or others,
                as EDS in its sole discretion determines appropriate for FVH's
                business requirements. Implementation of any special
                requirements of FVH not set forth in this Agreement shall be
                as mutually agreed upon by EDS and FVH during the period
                between the Effective Date and the Implementation Date.

        3.7     Authorizations. EDS will provide authorization services to
                VISA and MasterCard for FVH's accounts. Such authorization
                expense is included in the pricing in Schedule C.

        3.8     EDS Account Executive. EDS shall assign to FVH an EDS Account
                Executive who shall be responsible for directing all EDS
                activities affecting the provision of Services hereunder and
                for working with FVH to establish priorities.

        3.9     FVH's Rights to Use EDS Systems. EDS Systems (excluding the
                specific code written for FVH by EDS hereunder and the
                algorithms supplied to EDS by FVH) shall be and remain the
                property of EDS, and FVH shall have no rights or interest
                therein, except as set forth in this Agreement. Further, FVH
                shall keep the EDS Systems confidential and shall not permit
                them to be copied or reproduced, in whole or in part, by any
                other person, firm, or corporation, at any time.

        3.10    EDS' Rights to Use FVH Systems. FVH Systems shall be and
                remain the property of FVH, and EDS shall have no rights or
                interest therein, except as set forth in this Agreement.
                Further, EDS shall keep the FVH Systems confidential and
                shall not permit them to be copied or reproduced, in whole or
                in part, by any other person, firm, or corporation, at any
                time.

        3.11    Warranties. EDS warrants that it shall provide the Services in
                a professional, workmanlike and diligent manner. EDS further
                represents that it shall operate the FVH System in accordance
                with the documentation described in Section 4.1(g), and that
                the EDS Systems and FVH System will operate together in
                material compliance with VISA and MasterCard rules and ACH
                clearinghouse procedures. EXCEPT AS SPECIFICALLY PROVIDED
                HEREIN, EDS MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESS OR
                IMPLIED, TO FVH OR TO ANY OTHER PERSON OR ENTITY REGARDING THE

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        MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR
        OTHERWISE OF THE EDS SYSTEMS OR ANY OF THEM, OR OF ANY INFORMATION
        TECHNOLOGY SERVICES OR MATERIALS PROVIDED HEREUNDER.

3.12    System Administration. EDS will insure that the EDS Systems is capable
        of being administered in a manner compatible with the FVH System. EDS
        will cooperate with FVH to accommodate any reasonable changes or
        modifications to the FVH System which may occur from time to time due to
        the necessities of business; EDS will perform, as Other Services, any
        necessary maintenance and/or refreshment of the EDS Systems. EDS will
        maintain the EDS Systems in compliance with applicable laws, regulations
        and network rules, but shall rely on FVH to advise EDS of any necessary
        changes that EDS would not otherwise be aware of.

3.13    Record Retention. EDS shall store all original data evidencing sales
        data for at least six (6) months from the date of the transaction, and
        shall retain computer data or a  microfilm or microfiche copy of all
        such data for at least three (3) years from the date of the transaction.
        EDS shall be entitled to charge FVH for the creation or storage of such
        copies. If FVH receives any request for retrieval of data, FVH shall
        promptly transmit such request to EDS, and EDS shall promptly provide to
        FVH (or to the card issuing financial institution if FVH so directs) a
        copy of the requested data, all in compliance with the applicable
        network rules and for EDS' standard charges therefor.

                ARTICLE IV. FVH OBLIGATIONS AND REPRESENTATIONS

4.1     FVH Obligations. In connection with the services provided by EDS
        hereunder, FVH will perform the obligations set forth in Schedule B
        hereto. In addition, FVH will perform the following:

        (a)     FVH is solely responsible for providing, and shall bear the cost
                of maintaining and insuring, the FVH Equipment and all
                telecommunications lines and equipment, including terminals and
                control units and data lines, as EDS may require to perform
                Services hereunder. All equipment provided by FVH shall be
                reasonably acceptable to EDS with regard to compatibility
                with the EDS Systems.

        (b)     FVH will distribute, inspect, and review all reports created
                from information transmitted or delivered by EDS and reject all
                incorrect reports within thirty (30) days after receipt thereof
                during the first six months after the Implementation Date, and
                within seven (7) days after receipt thereafter.

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        (c)     FVH will insure that the FVH System is capable of being
                administered in a manner compatible with the EDS Systems. FVH
                will cooperate with EDS to accommodate any reasonable changes or
                modifications to the EDS Systems which may occur from time to
                time due to the necessities of business; FVH will be responsible
                for any necessary maintenance and/or refreshment of the FVH
                System;

        (d)     FVH will comply with (A) all state and federal laws and
                regulations which affect the Program, (B) applicable by-laws and
                regulations of VISA, Visa International and MasterCard, and (C)
                EDS' operating policies and procedures set forth in the
                Documentation.

        (e)     FVH is responsible for the quality and accuracy of all data
                input to EDS and will use its best efforts to ensure that such
                data are organized in the proper input sequence and format. Any
                data submitted by FVH for processing which are incorrect,
                illegible, or otherwise not in proper form may be, at EDS'
                option, returned to FVH for correction before processing. In the
                event FVH fails to furnish its data to EDS in the form and in
                accordance with the schedule agreed upon, EDS will use all
                reasonable efforts to reschedule and process the work as
                promptly as possible, it being understood that all expenses to
                EDS occasioned by such failure will be borne by FVH.

        (f)     FVH will maintain an account with the Bank and will make
                sufficient funds available at all appropriate times to permit
                EDS to fund settlement in accordance with Section 5.6(a).

        (g)     FVH will organize a training program to be conducted at EDS'
                facilities for the purposes of training EDS' personnel in the
                proper use of FVH's procedures and the FVH System. FVH will also
                furnish any user manuals and/or documentation (which will be
                developed jointly by EDS and FVH) necessary for EDS to operate
                the FVH System; and

        (h)     During the term of this Agreement, FVH shall purchase from EDS
                all Base Services relating to the Program, including but not
                limited to, the Base Services specified herein. Notwithstanding
                the foregoing, it is agreed that FVH shall have the right to
                develop and test other systems during the term of this
                Agreement.

        (i)     FVH shall be responsible for planning, scripting and conducting
                acceptance testing of the FVH System and its operation with the
                EDS Systems, and shall certify FVH's acceptance in writing upon
                successful completion of all acceptance testing.

4.2     FVH Account Executive. FVH shall designate the FVH Account Executive who
        shall be responsible for directing, insofar as EDS is concerned, all
        activities of FVH affecting the provision of Services hereunder. The FVH
        Account Executive shall also work with EDS to

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        establish FVH priorities for the services provided hereunder and for
        administration of the Program.

4.3     Representations and Warranties.

        FVH hereby represents and warrants to EDS that:

        (a)     FVH is a corporation duly organized, validly existing and in
                good standing under the laws of the State of Wyoming. It has all
                requisite corporate power, franchises, licenses, permits, and
                authority to own and license its properties (including the FVH
                System).

        (b)     The execution, delivery, and performance of this Agreement by
                FVH and the consummation by FVH of the transactions contemplated
                hereby have been duly authorized by all requisite corporate
                action.

        (c)     To the best of FVH's knowledge as of the Effective Date, no
                consent, approval, order, or authorization of, or registration,
                declaration, or filing with, any governmental or regulatory
                authority is required to be made or obtained by FVH in
                connection with the execution and delivery of this Agreement or
                the consummation of the transactions contemplated hereby.

        EDS hereby represents and warrants to FVH that:

        (d)     EDS is a corporation duly organized, validly existing and in
                good standing under the laws of the State of Texas. It has all
                requisite corporate power, franchises, licenses, permits, and
                authority to own and license its properties (including the EDS
                Systems).

        (e)     The execution, delivery, and performance of this Agreement by
                EDS and the consummation by EDS of the transactions contemplated
                hereby have been duly authorized by all requisite corporate
                action.

        (f)     To the best of EDS' knowledge as of the Effective Date, no
                consent, approval, order, or authorization of, or registration,
                declaration, or filing with, any governmental or regulatory
                authority is required to be made or obtained by EDS in
                connection with the execution and delivery of this Agreement or
                the consummation of the transactions contemplated hereby.

                           ARTICLE V. PAYMENTS TO EDS

5.1     Transaction Payments. For each month during the term of this Agreement,
        FVH shall pay EDS the transaction charges for Base Services as specified
        in Schedule C hereto. The

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        minimum fee for Base Services is Five Thousand Dollars ($5,000.00) per
        month (the "Monthly Minimum Charge"). The Monthly Minimum Charge is
        deferred during the first two months following the Implementation Date.

5.2     Charges for Other Services. Upon receipt by EDS of a request by FVH for
        Other Services, EDS shall advise FVH in writing of the charges therefor.
        Upon FVH's written agreement (signed on its behalf by either Lee Stein
        or Tawfiq Khoury) to pay such charges, EDS shall provide the requested
        Other Services in accordance with Section 3.2 hereof, and FVH shall pay
        for such Other Services at the times and in the amounts agreed. FVH
        shall pay for all such Other Services on a calendar month basis.

5.3     Reruns. FVH shall pay the reasonable charges of EDS for reruns
        necessitated by incorrect or incomplete data or erroneous instructions
        supplied to EDS by FVH and for correction of programming, operator, and
        other processing errors caused by FVH, its employees or agents.

5.4     Cost of Living Adjustment.

        (a)     If, after the first anniversary of the Implementation Date, the
                Consumer Price Index for All Urban Consumers, All Cities
                Average, 1982-84=100, as published by the Bureau of Labor
                Statistics of the Department of Labor (the "CPI"), shall at any
                anniversary of the first calendar day of the month in which the
                Implementation Date occurs (the "Current Index") be higher than
                the CPI one year prior thereto (the "Base Index"), then,
                effective as of such anniversary, amounts payable from and after
                such anniversary pursuant to Section 5.1 hereof shall be
                increased thereafter by the percentage that the Current Index
                shall have increased from the Base Index. In no event, however,
                shall a price adjustment under this Section 5.4 exceed eight
                percent (8%) for any twelve-month period.

        (b)     Until such time as the CPI for any anniversary of the Current
                Index is announced, payments pursuant to Section 5.1 shall be
                made in the amounts otherwise applicable. After the CPI is
                published with respect to any anniversary of the Current Index,
                EDS shall notify FVH of the increase, if any, of the percentage
                that the Current Index shall have increased from the Base Index,
                and shall provide a recalculation of the amounts payable (until
                the next such increase) pursuant to Section 5.1. Within ten (10)
                days thereafter, FVH shall pay to EDS all amounts owing as a
                result of such increase with respect to all months during the
                period commencing on such anniversary of the Current Index and
                ending on the date of such payment.

        (c)     In the event that the Bureau of Labor Statistics shall stop
                publishing the CPI or shall substantially change the content or
                format thereof, the parties hereto shall substitute therefor
                another comparable measure published by a mutually agreeable
                source; provided, however, that if such change is merely to
                redefine the base year for the CPI from 1982-84 to some other
                year, the parties shall continue to use the CPI but shall,

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                if necessary, convert either the Base Index or the Current Index
                to the same basis as the other by multiplying such Index by the
                appropriate conversion factor.

5.5     IMPLEMENTATION CHARGES. FVH shall pay to EDS an implementation charge of
        One Hundred Fifty Thousand Dollars ($150,000.00), payable $50,000.00 on
        the Effective Date and $100,000.00 on the Implementation Date.

5.6     PAYMENT.

        (a)     All amounts payable to EDS pursuant to this Agreement shall be
                paid by electronic funds transfer to EDS from FVH's account at
                the Bank, such transfers being hereby authorized by FVH. EDS
                shall provide invoices for review and written approval by FVH
                for all amounts due under this Agreement prior to any such
                transfer.

        (b)     Any amount due EDS hereunder for which a time for payment is not
                otherwise specified shall be due and payable within thirty (30)
                days after receipt by FVH of an invoice therefor from EDS.

        (c)     Any undisputed amount due EDS hereunder that is not paid when
                due shall thereafter bear interest until paid at a rate of
                interest equal to the lesser of eighteen percent (18%) per annum
                determined on a three hundred sixty (360) day year or the
                maximum non-usurious rate of interest allowed by applicable law.

5.7     TAXES. There shall be added to any charges under this Agreement, and FVH
        shall pay to EDS, amounts equal to any taxes, however designated or
        levied, based upon such charges, or upon this Agreement or the Systems,
        services, or materials provided hereunder, or their use, including state
        and local privilege or excise taxes, sales and use taxes, and any taxes
        or amounts in lieu thereof paid or payable by EDS in respect of the
        foregoing, exclusive, however, of franchise taxes and federal or state
        taxes based on the income of EDS.

5.8     TERMINATION FEE. In the event FVH desires to terminate this Agreement
        prior to the normal expiration of its term for any reason other than an
        uncured default on the part of EDS, FVH may so terminate by paying EDS
        the transaction charges incurred through the effective date of
        termination, together with a sum equal to (i) EDS' actual and direct
        costs for disconnect fees and equipment relocation costs, and (ii) the
        sum of $150,000.00 as liquidated damages. In no event shall the total
        termination fee payable under this Section 5.8 (but excluding charges
        for termination assistance requested by FVH) exceed the sum of
        $150,000.00 plus (i) above.

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                     ARTICLE VI. SAFEGUARDING OF FVH DATA,
                       CONFIDENTIALITY, AND AUDIT RIGHTS

6.1     Ownership and Use of Data. FVH's data and Customer and Business
        Information contain valuable and proprietary trade secrets and shall
        remain FVH's property. Immediately upon written request by FVH (provided
        that FVH shall have paid to EDS all undisputed amounts owing hereunder)
        or, with respect to any particular data, on such earlier date that EDS
        reasonable determines that it no longer requires the data in order to
        render services hereunder, EDS shall, after obtaining written approval
        from FVH, either erase such data from the data files maintained by EDS
        or return the data to FVH. EDS shall not utilize FVH's data for any
        purpose other than for rendering services to FVH under this Agreement.

6.2     Safeguarding Data Integrity. EDS will maintain internal computer data
        integrity safeguards (such as access codes, passwords and anti-virus
        programs) to protect against the deletion or alteration of FVH's data in
        the possession of EDS consistent with those that are from time to time
        generally applicable to EDS information processing centers. Upon payment
        by FVH of any fees that EDS incurs, EDS shall provide such additional
        internal computer data integrity safeguards as FVH reasonably requests.

6.3     System Ownership.

        (a)     FVH acknowledges that the EDS Systems, including computer
                programs, documentation, forms, and other system materials used
                by EDS to provide the Services (but excluding the specific code
                written by EDS for FVH hereunder and the algorithms associated
                therewith), are, subject to the limitations set out below, the
                proprietary information of EDS or, with respect to Systems
                licensed by third party licensors, such licensors, and any
                disclosure thereof to third parties will result in substantial
                monetary loss and irreparable damage to EDS. Accordingly, FVH
                agrees not to disclose such materials to any third party, and to
                treat the same confidentially and to safeguard them using the
                same care and discretion which FVH uses with materials it
                regards as confidential. Subject to the limitations set out
                below, all computer tapes, disks, programs, specifications, and
                enhancements developed in connection with the Services are and
                shall remain at all times during and after the term of this
                Agreement the exclusive property of EDS.

        (b)     EDS acknowledges that the FVH Systems, including computer
                programs, documentation, forms, and other system materials
                relating to the FVH System and used by EDS to provide the
                Services, are the proprietary information and trade secrets of
                FVH, and any disclosure thereof to third parties will result in
                substantial monetary loss and irreparable damage to FVH.
                Accordingly, EDS agrees not to disclose such materials to any
                third party, or to use such materials for its own benefit, and
                to treat the same confidentially and to safeguard them using the
                same care and discretion which EDS uses with materials it
                regards as confidential. Upon written

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                request by FVH, EDS shall deliver a certificate signed by a
                division officer stating that EDS has destroyed or returned all
                FVH data and FVH Systems.

        (c)     By way of expansion of the foregoing, EDS agrees that the
                specific code written by EDS for use in connection with the FVH
                System or for interfacing the FVH System with the EDS System,
                and the specific algorithms associated therewith, may not be
                utilized by EDS for a period of five (5) years for any project
                in direct competition with FVH in the conduct by FVH of the
                Program. The EDS systems engineers employed directly and
                substantially in connection with the aforementioned code
                development may not be utilized by EDS for a period of one (1)
                year for any project in direct competition with FVH in the
                conduct by FVH of the Program.

6.4     Confidentially.

        (a)     Except as otherwise provided herein, EDS and FVH each agree that
                all confidential information and trade secrets marked
                proprietary and confidential and communicated to it by the
                other, whether before or after the Effective Date, shall be and
                were received in strict confidence, shall be used only for
                purposes of this Agreement, and that no such information shall
                be disclosed by the recipient party, its agents or employees
                without the prior consent of the other party, except as may be
                necessary by reason of legal, accounting, or regulatory
                requirements beyond the reasonable control of the recipient
                party, provided that the disclosing party shall give written
                notice to the other party of such requirement to disclose. The
                provisions of this Section 6.4 shall survive termination of this
                Agreement for any reason, but shall have no application to any
                information which is or becomes (through no fault of a party
                hereto) public information, is obtained from a third party who
                is not subject to any confidentiality obligations, is
                independently developed, or is disclosed with the consent of the
                party owning such information. In addition, FVH shall be
                entitled to disclose to its agents and consultants such
                information as may be necessary for the discussion of marketing
                strategies or the exploration of business opportunities, so long
                as such agents and consultants agree to hold such information in
                confidence.

        (b)     In the event FVH's data or the EDS Systems or any part thereof
                should come into the possession of one or more unauthorized
                third parties as a result of a breach of this Article VI, the
                breaching party shall, at its own expense, use its best efforts
                to retrieve such data or systems and, in any event, shall
                reimburse the non-breaching party for all reasonable expenses
                incurred in connection with its retrieval efforts. In addition
                to any remedies the non-breaching party may have, including
                without limitation remedies set forth in this Agreement, the
                non-breaching party shall be entitled to appropriate injunctive
                relief against the breaching party and to prevent any other or
                further unauthorized use or disclosure thereof or to require the
                return thereof and shall be entitled to recover from the
                breaching party reasonable attorney's fees

                                       13
<PAGE>   14
                and other costs of obtaining such injunctive relief, it being
                stipulated that such breach would cause irreparable harm to the
                non-breaching party for which no adequate remedy at law exists.

6.5     Security.

        (a)     EDS will employ controlled access systems, twenty-four hour
                on-site personnel, and alarm systems in the Data Center and in
                other locations in which Services are performed hereunder by EDS
                for FVH.

        (b)     Except as provided in Section 6.6 hereof, without the prior
                consent of EDS, no employee, agent, contractor, or invitee of
                FVH shall operate or assist in operating equipment or Systems to
                be utilized by EDS hereunder, or enter any room where any such
                equipment or Systems are located. Employees, agents,
                contractors, and invitees of EDS shall comply with the
                reasonable rules of FVH with respect to access to FVH's offices,
                data and data files.

6.6     Audit Rights. EDS shall provide FVH's internal and external auditors and
        any inspectors or agents from any regulatory body exercising
        jurisdiction over FVH's business reasonable access to visit the data
        centers from which EDS provides services hereunder for the purpose of
        performing audits or inspections of FVH. EDS will provide to such
        auditors, inspectors, and agents all such assistance as they may
        reasonably require of a routine nature, rendered in connection with any
        such audit or inspection. For extraordinary assistance, including,
        without limitation, preparation of reports and specially formatted data,
        FVH shall pay EDS at EDS' then current commercial billing rates for
        similar services.

6.7     Contingency Planning. The parties' responsibilities with respect to
        contingency planning will be as follows:

        (a)     EDS will develop, maintain and, as necessary in the event of a
                disaster, execute a disaster recovery plan (the "EDS Plan") for
                the Data Center and will provide to FVH and its auditors and
                inspectors such access to the EDS Plan as FVH may reasonably
                request from time to time. EDS will not be required to provide
                access to information of other EDS customers.

        (b)     FVH will develop, maintain and, as necessary in the event of a
                disaster, execute a business resumption plan (the "FVH Plan")
                for all FVH locations and the telecommunications links between
                the FVH locations and the Data Center and will provide to EDS
                such access to the FVH Plan as EDS may reasonably request from
                time to time.

        (c)     EDS will provide to FVH such information as may be reasonably
                required for FVH to assure that the FVH Plan is compatible with
                the EDS Plan. Further, in the event

                                       14
<PAGE>   15
              of a disaster, EDS will provide access to all necessary and
              relevant information for the adjustment, audit and processing of
              insurance claims by FVH.

       (d)    Each party will be responsible for the training of its own
              personnel as required in connection with all applicable
              contingency planning activities.

       (e)    Each party's contingency planning activities will comply, as
              appropriate, with such regulatory policies as may be applicable to
              FVH's business, as the same may be amended or replaced from time
              to time.

                            ARTICLE VII. TERMINATION

7.1    Arbitration.  Any dispute, controversy, or claim arising out of, in
       connection with, or relating to this Agreement, or the breach,
       termination, validity, or enforceability of any provision of this
       Agreement (except for termination by FVH upon payment of the applicable
       termination fee as described above, which right shall be absolute) shall
       be resolved by final and binding arbitration by a panel of three (3)
       arbitrators in accordance with and subject to the Commercial Arbitration
       Rules of the American Arbitration Association then in effect. Each party
       shall promptly select one arbitrator and the two arbitrators so selected
       shall promptly select the third arbitrator. Discovery in the forms
       permitted by the Federal Rules of Civil Procedure then in effect shall be
       allowed in connection with such arbitration to the extent consistent with
       the purpose of the arbitration and as allowed by the arbitrators. Such
       arbitrators are authorized to render awards of monetary damages,
       direction to take or refrain from taking actions, or both. Judgment upon
       the award rendered in any such arbitration may be entered in any court of
       competent jurisdiction, or application may be made to such court for
       judicial acceptance and enforcement of the award, as the law of such
       jurisdiction may require or allow. EDS shall continue to provide services
       hereunder during any such arbitration proceedings and FVH shall continue
       to make payments, other than any disputed payments, to EDS in accordance
       with this Agreement. The fact that arbitration has or may be allowed
       shall not impair the exercise of any termination rights in accordance
       with this Agreement.

7.2    Termination for Cause.

       (a)    Except as provided in Section 7.2(b) of this Agreement, FVH may
              not terminate this Agreement prior to the third anniversary of the
              Implementation Date unless it pays EDS the termination fee as
              provided in this Agreement.

       (b)    In the event that EDS shall materially default in the performance
              of any of its duties or obligations hereunder, which default shall
              not be substantially cured within seven (7) Business Days after
              notice is given to EDS specifying a default in its settlement or
              reconciliation obligations, or within sixty (60) Business Days
              after notice is given to EDS specifying any other default, then
              FVH may, by giving notice

                                       15
<PAGE>   16
                 thereof to EDS, terminate this Agreement for cause as of a date
                 specified in such notice of termination.

         (c)     In the event that FVH shall materially default in the
                 performance of any of its duties or obligations hereunder
                 (except for a default in payments to EDS), which default shall
                 not be substantially cured within sixty (60) Business Days
                 after notice is given to FVH specifying the default, then EDS
                 may, by giving notice thereof to FVH, terminate this Agreement
                 for cause as of a date specified in such notice of termination.
                 In the event that FVH materially defaults in performance of any
                 of its duty hereunder and EDS elects to terminate the Agreement
                 in accordance with the provisions hereof, EDS shall be entitled
                 to the same liquidated damages EDS would be entitled under
                 Section 5.8 if FVH had terminated this Agreement before the
                 Expiration Date. Notwithstanding the foregoing, FVH shall have
                 no liability if the unique nature of FVH's business is such
                 that it results in a failure or inability to comply with
                 applicable network rules or regulations of the networks used to
                 provide the services.

7.3     Termination for Nonpayment. In the event that FVH defaults in the
        payment when due of any undisputed amount due to EDS hereunder and does
        not cure such default within three (3) Business Days after being given
        notice of such default, then EDS may, by giving notice thereof to FVH,
        terminate this Agreement as of a date specified in such notice of
        termination.

7.4     Rights Upon Termination.  Within fifteen (15) days after notice of
        termination of this Agreement and payment in full of all undisputed
        amounts due EDS from FVH, EDS shall provide all of FVH's master files in
        its possession to FVH in the machine-readable format and on media of
        FVH's choice at the then current prices for time and materials. FVH
        shall promptly return to EDS all copies of the EDS System and
        documentation of the EDS System in FVH's possession and completely erase
        the EDS System and all elements thereof from its computer system. EDS
        shall make all of the FVH Equipment available for pickup by FVH at the
        Data Center within fifteen (15) days after receipt of written notice
        from FVH following termination of this Agreement.

                    ARTICLE VIII.  INDEMNITIES AND LIABILITY

8.1     Cross Indemnity.  EDS and FVH each agree to indemnify, defend and hold
        harmless the other from any and all claims, actions, damages,
        liabilities, costs, and expenses, including without limitation
        reasonable attorneys' fees and expenses, arising out of (i) death or
        bodily injury of any agent, employee, customer, business invitee or
        business visitor of the indemnitor, or (ii) the damage, loss or
        destruction of any property (other than FVH data or the FVH Equipment)
        of the indemnitor, unless caused primarily as the result of EDS'
        negligence or willful misconduct.


                                       16


<PAGE>   17
8.2     Correcting Defects. In the event that any services provided to FVH are
        inaccurate, incomplete, or otherwise defective due primarily to EDS'
        fault or negligence, EDS shall correct such defect within a reasonable
        time not to exceed thirty (30) days without charge to FVH.

8.3     Limitation of Liability. In the event EDS shall be liable to FVH on
        account of EDS' performance or nonperformance of its obligations under
        this Agreement, whether arising by negligence, willful misconduct, or
        otherwise, (a) the amount of damages recoverable against EDS for all
        events, acts, or omissions shall not exceed an amount equal to six (6)
        times the aggregate monthly compensation payable by FVH to EDS pursuant
        to Section 5.1 hereof for the month preceding the month in which such
        damages first arose, plus the implementation fee set forth in Section
        5.5, and (b) the measure of damages shall not include any amounts for
        indirect, consequential, or punitive damages of any party, including
        third parties. Further, no cause of action which accrued more than two
        years prior to the filing of a suit alleging such cause of action may be
        asserted against EDS. In connection with the conduct of any litigation
        with third parties relating to any liability of EDS to FVH or to such
        third parties, EDS shall have all rights (including the right to accept
        or reject settlement offers and to participate in such litigation) which
        are appropriate to its potential responsibilities or liabilities.

8.4     Patent Indemnity. Without limitation of liability, EDS and FVH each
        shall indemnify, defend, and hold harmless the other from and against
        any and all claims, actions, damages, liabilities, costs, and expenses,
        including reasonable attorneys' fees and expenses, arising out of any
        claim or claims of infringement by the indemnitor of any United States
        letters patent, trade secret, copyright, trademark, service mark,
        tradename, or similar proprietary right conferred by common law or any
        law of the United States or any state alleged to have occurred because
        of action taken or not taken by the indemnitor; provided, however, that
        this indemnity shall not apply unless the indemnified party shall have
        informed the other as soon as practicable of any claim or action
        alleging such infringement and shall have given the indemnitor full
        opportunity to control the response to such claim or action and the
        defense thereof, including, without limitation any agreement relating to
        the settlement thereof.

                           ARTICLE IX. MISCELLANEOUS

9.1     Right of EDS to Perform Services for Others. EDS may perform data
        processing services for third parties at any EDS information processing
        center that EDS may utilize for processing FVH's data, subject to
        Sections 6.3(b) and 6.3(c).

9.2     Hiring of Employees. During the term of this Agreement and for a period
        of twelve (12) months thereafter, neither party will, without the prior
        written consent of the other, offer employment to or employ any person
        employed then or within the preceding twelve (12) months by the other
        party, if the person was involved in providing or receiving Services.


                                       17

<PAGE>   18
9.3     Notices. Wherever under this Agreement one party is required or
        permitted to give notices to the other, such notice shall be deemed
        given when delivered in hand or by overnight courier service or when
        mailed by United States mail, first class mail, postage prepaid, and
        addressed as follows:

        In the case of EDS:

        Electronic Data Systems Corporation
        5400 Legacy Drive
        Plano, Texas 75024
        Attn: President - Electronic Commerce Division

        With a copy to:

        Electronic Data Systems Corporation
        5400 Legacy Drive
        Plano, Texas 75024
        Attn: EDS LEGAL AFFAIRS DEPARTMENT

        In the case of FVH:

        FIRST VIRTUAL HOLDINGS INCORPORATED
        c/o Bob Kahan, Esq.
        Stein, Kahan and Rosenberg
        1299 Ocean Ave.
        Santa Monica, California 91401

        With a copy to:
       
        William Bagley, Esq.
        1720 Carey Ave.
        P.O. Box 1436
        Cheyenne, Wyoming 82003-1436
       
        Either party hereto may from time to time change its address for
        notification purposes by giving the other prior notice of the new
        address and the date upon which it will become effective.

9.4     Counterparts. This Agreement may be executed in one or more counterparts
        for the convenience of the parties hereto, all of which taken together
        shall constitute one single agreement between the parties hereto.

                                       18
<PAGE>   19
9.5     Relationship of Parties.   EDS, in furnishing services to FVH
        hereunder, is acting only as an independent contractor. EDS does not
        undertake by this Agreement or otherwise to perform any obligation of
        FVH, whether regulatory or contractual, or to assume any responsibility
        for FVH's business or operations. EDS has the sole right and obligation
        to supervise, manage, contract, direct, procure, perform or cause to be
        performed, all work to be performed by EDS hereunder unless otherwise
        provided herein.

9.6     Notices, Approvals and Similar Actions.   Where notice, agreement,
        approval, acceptance, consent or similar action by either party hereto
        is permitted or required by any provision of this Agreement, such action
        shall not be effective unless in writing signed by the party against
        whom such action is sought to be enforced. All requests and designations
        hereunder shall not be effective unless in writing. Any approval
        required by any provision of this Agreement shall be readily
        forthcoming unless the party whose consent is required shall state in
        writing a valid business reason for withholding such consent.

9.7     Force Majeure.   Each party hereto shall be excused from performance
        hereunder for any period and to the extent that it is prevented from
        performing any action pursuant hereto, in whole or in part, as  a result
        of delays caused by the other party or an act of God, war, civil
        disturbance, court order, labor dispute, or other cause beyond its
        reasonable control, including without limitation failures or
        fluctuations in electrical power, heat, light, air conditioning or
        telecommunications equipment. Such nonperformance shall not be a default
        hereunder or a ground for termination hereof. Notwithstanding the
        foregoing, during any period when EDS' performance is hindered or
        precluded by reason of any of the aforesaid causes, FVH's obligations to
        make payments hereunder shall be reduced on an equitable basis.

9.8     Waiver.   A waiver by either of the parties hereto of any of the
        covenants to be performed by the other or any breach thereof shall not
        be construed to be a waiver of any succeeding breach thereof or of any
        other covenant herein contained.

9.9     Media Releases.   All media releases, public announcements and public
        disclosures by any party hereto relating to the pricing terms contained
        in this Agreement or promotional or marketing material using the name,
        logo and/or service marks of the other party, but not including any
        announcement intended solely for internal distribution or any disclosure
        required by legal, accounting or regulatory requirements beyond the
        reasonable control of such party, shall be coordinated with and approved
        by the other party hereto prior to the release thereof, which approval
        shall not be unreasonably withheld. Subject to the foregoing, FVH shall
        have no restriction on its ability to market, advertise or promote its
        business interests.

9.10    Entire Agreement.   This Agreement, including any Schedules and Exhibits
        referred to herein and attached hereto, each of which is incorporated
        herein for all purposes, constitutes the entire agreement between the
        parties hereto with respect to the subject matter hereof as of

                                       19
      
 
              
<PAGE>   20
        the Effective Date and there are no representations, understandings or
        agreements relative hereto which are not fully expressed herein.

9.11    Governing Law.  This Agreement shall be governed by and construed in
        accordance with the laws of the State of California.

9.12    Assignment.  Neither party hereto may assign any rights or delegate its
        obligations hereunder without consent from the other, which consent may
        not be unreasonably withheld.

9.13    Amendment.  This Agreement may be amended, supplemented, and terminated
        only be a written instrument duly executed by both FVH and EDS.

        IN WITNESS WHEREOF, EDS and FVH have each caused this Agreement to be
signed and delivered by its duly authorized officer, all as of the date first
set forth above.

ELECTRONIC DATA SYSTEMS                         FIRST VIRTUAL HOLDINGS
CORPORATION                                     INCORPORATED


By:    /s/ Thomas R. Malis III                By:    /s/ Lee H. Stein
       -------------------------                       -------------------------

Name:  Thomas R. Malis III                      Name:  Lee H. Stein
       -------------------------                       -------------------------

Title: Division Vice President                  Title: President
       -----------------------                         -------------------------


                                       20
<PAGE>   21
                                   SCHEDULE A
                               EDS BASE SERVICES

OVERVIEW
First Virtual will be established to promote commerce over the Internet.
Commerce will be effected by facilitating the payment for information based
services between buyer and seller without disclosing marketable payment
information over the network (eg. actual commercially accepted account
numbers). First Virtual desires to out source the actual merchant and
cardholder accounting functions with said service.

EDS WILL:

Provide Account Access as follows:

-       Provide on-line viewing and updates capabilities to the below the line
        system for authorized (by First Virtual or EDS) personnel on site at
        EDS/Westlake;

-       Create Broker, Demographic, Buyer Settlement, and Seller Settlement
        Accounts based on the demographic information provided during the
        scheduled batch process;

-       Create a cross reference table of First Virtual Account Id, Buyer
        Account and Seller Account;

-       Create a file of credit card information for Buyers;

-       Receive DDA numbers for Sellers, via check, and update the record
        accordingly. This will be a manual process;

-       Receive credit card information and update the appropriate record
        accordingly. 

Support Transaction Processing as follows:

-       Define formats for communications between First Virtual and EDS;

-       Receive/send transactions, batched per EDS defined format, in regular
        transmissions from/to First Virtual;

-       Retain transaction reference numbers for the life of the transaction
        and provide archival access thereafter;

-       Buyer transaction will be held in suspense until a First Virtual
        prescribed threshold is exceeded or the prescribed number of days has
        elapsed. Threshold and number of elapsed days is controlled at the
        Broker level;

-       Release payment to the seller based on a First Virtual prescribed time
        table (established at the Broker level);

-       Payment to sellers will be net purchases and generated in the form of
        ACH credit;

-       Calculate and create ACH transactions for collection of seller related
        fees for payment transactions processed;

-       Maintain reference between First Virtual Account Id and seller/buyer
        account;

-       Interface to a Federal Reserve Bank member for ACH transactions;

-       Interface to MasterCard and VISA for authorizations and settlement;

-       Provide non-payment information (chargeback) to First Virtual for
        action deemed appropriate by First Virtual.


<PAGE>   22
EDS Statement of Work
First Virtual

Support Transaction Processing as follows: (continued)

-       Receive and process transactions from the originating bank (may be
        presented via on-line entry or file transfer) to the below the line
        system for disposition of returned/rejected Federal Reserve items
        requirements definition to be completed by originating bank/First
        Virtual;

-       Generate the appropriate reporting to meet management needs;

-       Automated handling of chargeback and retrieval from the bankcard
        networks, install to be after live date; install to be no later than
        four (4) weeks after definition document received;

-       Update the buyers' accounts with new add data from the ARU, minimum of
        once a day;

-       Support updates to buyers' accounts with ARU data multiple times per day
        or in real time after the live date (date to be mutually agreed to);

-       Retrieve mail from First Virtual P.O. Box;

-       Update seller account with demand deposit account information from
        checks;

-       Stamp checks, 'for deposit only' and forward to First Virtual designated
        bank for processing;

-       Payment from buyers will be via MasterCard or VISA, DDA as a vehicle for
        payment to be later in the project;

-       Build and maintain a listing of bankcard account numbers, per
        requirements specified by First Virtual, initially for reporting
        purposes only;

-       Upon request from First Virtual, and authorization from the VISA and
        MasterCard, block account numbers as payment mechanism. Based on
        parameters defined by First Virtual.

Provide Customer Service as follows:

-       Provide 24-line Audio Response Unit for capture and reporting of credit
        card information;

-       Support requests from First Virtual, to expand Audio Response Unit;

-       Assist with obtaining unique P.O. Box, all related fees will be passed
        on to First Virtual;

-       Accumulate extraneous mail sent to First Virtual P.O. Box and forward to
        First Virtual, weekly;

-       Provide support for an 800 customer number, recording only;

-       Assign a Business Analyst to the First Virtual account for the purpose
        of supporting First Virtual in the terms of problem resolution, acting
        as project leader for future development requests, and responding to day
        to day inquiries.

Support Operations as follows:

-       Monitor the above the line hardware on a intermittent rather than a
        continuous basis. Report outages to First Virtual and facilitate
        maintenance/problem resolution by vendors;

-       Monitor the above the line software based on documentation and
        instructions provided by First Virtual and report problems to First
        Virtual.

                                       2
<PAGE>   23

EDS Statement of Work
First Virtual


Support Operations as follows:  (continued)
-------------------------------------------

-       Monitor the above the line system connection to PSI, report outages to
        PSI and advise First Virtual;
-       Back up data on the below the line system and store off site, back up
        will be six days a week, Monday through Saturday as is EDS' standard
        today;
-       Back up data on the above the line system and store off site, back up
        will be six days a week, Monday through Saturday as is EDS' standard
        today;
-       With First Virtual develop documentation for service and processing
        provided to First Virtual including, but not limited to, on-line
        access to account information, updates to accounts (adding DDA
        information), monitoring the above the line system, backing up above
        the line system data, problem resolution to the above the line system,
        problem resolution to above the line communication network;
-       Maintain and update documentation on an ongoing basis;
-       Cost for tapes for back of above the line system will be passed through
        to First Virtual;
-       Provide for 7x24 access to the above the line hardware for First Virtual
        personnel and/or First Virtual designated authorized personnel;
-       Pass through the expense of the background check, when required for
        individuals requiring 7x24 access.

Provide Settlement support as follows:
--------------------------------------
-       Electronic statement (settlement summary) will be created for both
        buyer and seller activity delivered through First Virtual;
-       Buyer will elect to have transactions settled via bankcard;
-       Sellers will elect to have transactions settled via ACH. EDS will,
        at the time of generation, properly label items relative to their
        origin for research purposes and return to originator (Federal Reserve
        sponsor);

EDS will support an Environment as follows:
-------------------------------------------
-       A new client server environment will be created to provide front end
        processing to the cardholder and merchant legacy systems;
-       Front end system will maintain a number of tables that provide views
        from a seller, buyer, broker and transaction perspective;
-       One merchant account, per type of product, (broker) will be established
        on the Merchant System to represent the clearing entity of First
        Virtual for cardholders wishing to settle their accounts via MasterCard
        or VISA;
-       Clearing description will be maintained at the Broker level for all
        First Virtual settlement (22 positions defined by First Virtual);
-       Seller charge options will include per item (sales/credit transaction)
        and/or a percentage of volume and/or per ACH item generated;
-       Provide a secured environment with back up emergency power supply for
        above the line systems at EDS/Westlake.


<PAGE>   24
                                   SCHEDULE B
                                FVH OBLIGATIONS

FIRST VIRTUAL WILL:

Provide Account Access as follows:
----------------------------------
-       No support requirements


Support Transaction Processing as follows:
------------------------------------------
-       Subscribe to EDS defined formats for communications between First
        Virtual and EDS;
-       Send/receive transactions, batched per EDS defined format, in regular
        transmissions from/to EDS, minimum of once a day with increases to
        mutually agreed to;
-       Prescribe dollar threshold or date trigger to release transactions for
        payment by the buyer;
-       Prescribe time table to release payment to the seller;
-       Define seller related fees for payment transaction processed;
-       Acquire a relationship with a sponsoring Federal Reserve member;
-       Define requirements for below the line system to disposition
        returned/rejected Federal Reserve items;
-       Ensure bank sponsoring Federal Reserve action will execute a remote
        origination agreement with the Cleveland Federal Reserve if required;
-       Obtain sponsorship into MasterCard and/or VISA;
-       Accept and process non-payment information (chargeback);
-       Define report requirements with input from EDS;
-       Designate a bank for processing seller checks;
-       Provide definition document for automated handling of chargeback and
        retrieval from the bankcard networks;
-       Provide the requirements for building and maintaining listing of
        bankcard account numbers, per requirements specified by First Virtual,
        initially for reporting purposes only;
-       Obtain authorization to block accounts as payment mechanism from VISA
        and MasterCard, in writing. Forward a copy to EDS along with the
        requirements for such blocking.

Provide the following Customer Service support
----------------------------------------------
-       Provide customer service support, via mail on the Net;
-       Pay for P.O. Box.


<PAGE>   25
First Virtual

Support Operations as follows:
-       Purchase and install and maintain ownership of hardware required to
        support the above the line processing;
-       With EDS develop documentation for service and processing provided to
        First Virtual including, but not limited to, on-line access to account
        information, updates to accounts (adding DDA information), monitoring
        the above the line system, backing up above the line system data,
        problem resolution to the above the line system, problem resolution to
        above the line communication network;
-       Cost for tapes for back of above the line system will be a pass through
        to First Virtual;
-       Provide advance notices and comply with request for security/background
        checks, in keeping with EDS' standard background investigation
        procedures for individuals requiring 7x24 access to the above the line
        hardware;
-       Make payment for standard background checks, when required.

Provide Settlement support as follows:
-       Determine and execute action to the buyer and/or seller for
        transactions declined during the authorization cycle;
-       Provide buyer with details of items settled to the networks;
-       Provide seller with details of items submitted for payment;
-       Advise buyers that all transactions will be settled via bankcard;
-       Advise sellers that all transactions will be paid via ACH to DDA
        (demand deposit account).

Environment
-       First Virtual will define the clearing description that will be
        maintained at the Broker level for all First Virtual settlement (22
        positions defined by First Virtual);
-       First Virtual will define seller charges, which can include per item
        and/or a percentage of volume with pass through of interchange.

Outside the Scope
-       Automated handling of items returned from the Federal Reserve because
        such items will be returned to the originating bank;
-       The ACH originating bank will be responsible for procedures to
        disposition ACH returned items;
-       Conversion of network purchases from non US to US denomination of
        currency - initial assumption is to lead off with a US based product,
        however, a currency code field will be defined in the message formats;
-       EDS will not directly access the Internet (e.g. firewall development is
        First Virtual responsibility);
-       Real time, continuous back up of the above the line data.




<PAGE>   26
                                   SCHEDULE C
                                 FIRST VIRTUAL
                                BUNDLED PRICING

MONTHLY TRANSACTION CHARGE -   ASSESSED ON EACH INFO PURCHASE-"BEFORE THE TUBE"
TRANSACTIONS BETWEEN
0         -  5,000,000     0.08*
5,000,001 - 10,000,000    0.075


*NOTE-BUNDLE PRICING INCLUDE BATCH AUTHORIZATION FEE. FIRST VIRTUAL WILL NOT
RECEIVE A PASS THROUGH COST OF 5 CENTS FOR A BATCH. AUTHORIZATION FROM FIRST
USA VIA EDS. IT IS EDS' UNDERSTANDING THAT FIRST VIRTUAL'S TRANSACTION
PROCESSING FROM FIRST USA IS 7 CENTS PER TRANSACTION PLUS INTERCHANGE AND
QUARTERLY ASSESSMENTS. PLEASE REFERENCE "SCOPE OF SERVICES FOR BUNDLED PRICING."



ADDITIONAL CHARGES - NOT INCLUDED IN BUNDLED PRICING
BUYER ACCOUNT SET UP FEE       0.35
SELLER ACCOUNT SET UP FEE      3.50



PASS THROUGH EXPENSES
ACH ORGANIZATION
TELECOMMUNICATIONS
POSTAGE
CARD PLASTIC STOCK
NON-STANDARD STATIONARY STOCK
NETWORK ASSESSMENTS, INTERCHANGE AND OTHER CHARGES
TRAVEL AND LIVING EXPENSES INCURRED IN SUPPORT OF THE CUSTOMER


MONTHLY MINIMUM          $5,000
ONE TIME DEVELOPMENT   $150,000



                                       6
<PAGE>   27
June 28, 1996                                   [EDS LETTERHEAD]

First Virtual Holdings Incorporated
11975 El Camino Real, Suite 300
San Diego, California 92130

Gentlemen:

Effective October 12, 1994, First Virtual Holdings Incorporated ("First
Virtual") and Electronic Data Systems Corporation ("EDS") entered into a certain
Agreement for Information Technology Services (the "Agreement"). On July 1,
1996, First Virtual plans to take responsibility for certain Base Services
under the Agreement from a computer facility different than the EDS facility
in Westlake, Ohio. Therefore, First Virtual and EDS now agree to compromise and
settle all outstanding issues between them relating to performance under the
Agreement, and continuation of certain services under the Agreement, all under
the terms and conditions set forth in this letter ("Amendment") which shall be
the sole agreement between the parties.

In consideration of the mutual obligations expressed herein, the parties agree
as follows:

Immediately upon execution of this letter, First Virtual shall pay to EDS the
sum of Two Hundred Twenty Thousand Three Hundred Seventy Eight Dollars
($220,378.00) ("Payment"). This payment and execution of the Amendment
represent full and final settlement of all obligations by and between both
parties relating to such matters under the Agreement, as follows:

        -  $120,378.00 represents all sums due and owing to EDS under the
           Agreement for transaction processing through May 31, 1996; and

        -  $100,000.00 is an additional payment in satisfaction of any and all
           other amounts that may be due and owing under the Agreement (except
           as stated in the paragraph immediately below), to include
           implementation and early termination payments; 

        -  In addition, First Virtual agrees to pay, immediately upon receipt of
           an invoice therefor, all charges for transaction processing
           attributable to the period from June 1, 1996 through June 30, 1996,
           upon which date all obligations of the parties under the Agreement
           shall cease except as expressly set forth in this Amendment.

Upon execution of this Amendment, all obligations of the parties under the
Agreement are modified as follows:
<PAGE>   28
        Commencing execution of this Amendment and continuing until either party
        terminates the Agreement by providing sixty (60) days written notice to
        the other, the Agreement shall remain in force and effect, except the
        following sections are deleted, having no further force or effect:
        Sections 2.1, 2.2, 3.2, 3.3, 3.5, 4.1(g, h and i), 5.2, 5.5, 5.8, 7.2
        (a, b and c), and 9.2 of the Agreement and all exclusivity and
        termination provisions wherever found in the Agreement; and

        Minimum monthly charges shall no longer apply as set forth in the
        Agreement. EDS shall continue to provide services to First Virtual as
        provided in Schedules A and C to the Agreement until the earlier of (i)
        August 1, 1996, or (ii) when First Virtual provides EDS written notice
        that Amendment One to Schedule A and Amendment One to Schedule C (both
        of which are attached hereto) are to take effect; and

        Section 9.3 is hereby modified so that all notices to First Virtual
        shall be made to John Donegan, Vice President Operations at Suite 300,
        11975 El Camino Real, San Diego, California 92130 with a copy to:
        Richard DeGolia, Esq., Wilson Sonsini Goodrich & Rosati, 650 Page Mill
        Road, Palo Alto, California 94303-1050.

Except as expressly provided herein, the parties will have no further
obligation or responsibility to each other under the Agreement. Please indicate
your acceptance of and agreement to this Amendment by having an authorized
representative of First Virtual execute both of the enclosed copies of this
letter in the space provided below and return one copy to EDS.


                                Sincerely,

                                Electronic Data Systems
                                Corporation

                                By: /s/ Thomas R. Malin, III
                                -----------------------------------------------
                                Name: Thomas R. Malin, III
                                Title: Vice President, Card Processing Services

ACCEPTED AND AGREED:

First Virtual Holdings Incorporated

By: /s/ Lee Stein
-----------------------------------
Name: Lee Stein
Title: President

<PAGE>   29
                                 AMENDMENT ONE

                                  SCHEDULE A

                               EDS BASE SERVICES

OVERVIEW

First Virtual will be established to promote commerce over the Internet.
Commerce will be effected by facilitating the payment for information based
services between buyer and seller without disclosing marketable payment
information over the network (e.g. actual commercially accepted account
numbers). First Virtual desires to out source the actual merchant and
cardholder accounting functions with said service.

EDS WILL:

Provide Account Maintenance as follows:

-  Receive DDA numbers for Sellers, via check, and send information to First
   Virtual via Barr/RJE; This will be a manual process; (check data entry)

-  Receive credit card information from ARU and send to First Virtual:

Support Transaction Processing as follows:

-  Send/receive transactions, batched per EDS defined format, in regular
   transmissions from/to EDS, minimum of once a day with increases as mutually
   agreed to (per attached "File Exchange Schedule"), via Barr/RJE.

-  Retain transaction reference numbers 6 months after transaction and provide
   archival access thereafter,

-  Payment to sellers will be generated in the form of ACH credit as directed by
   batch file from First Virtual (via Barr/RJE)

-  Interface to a Federal Reserve Bank member for ACH transactions; to include
   payments & credits

-  Interface to MasterCard and VISA for authorizations and settlement;

-  Provide non-payment information (chargeback) to First Virtual for action
   deemed appropriate by First Virtual

-  Receive transactions from the originating bank (may be presented via on-line
   entry or file transfer) and send to First Virtual (via Barr/RJE) for
   disposition of returned/rejected Federal Reserve items,

-  Generate the appropriate reporting to meet management needs (monthly
   accounting statements); as currently defined and supported,

-  Retrieve mail from established First Virtual P.O. Box;

-  Stamp checks "for deposit only" and forward to First Virtual designated bank
   for processing;

<PAGE>   30
EDS Statement of Work

First Virtual

Provide Customer Service as follows:

- Provide 24-line Audio Response Unit for capture and reporting of credit card
  information;

- Accumulate extraneous mail sent to First Virtual P.O. Box and forward to
  First Virtual weekly;

- Provide support for the current 800 customer number; recording only;

- Assign a Business Analyst to the First Virtual account for the purpose of
  supporting First Virtual in the terms of problem resolution, and responding to
  day to day inquiries.


<PAGE>   31
EDS Statement of Work

First Virtual


                                 AMENDMENT ONE

                                   SCHEDULE B

                                FVH OBLIGATIONS


FIRST VIRTUAL WILL:

Support Transaction Processing as follows:

- Subscribe to EDS defined formats for communications between First Virtual and
  EDS:

- Send/Receive transactions, batched per EDS defined format, in regular
  transmissions from/to EDS, minimum of once a day with increases as mutually
  agree to (per attached "File Exchange Schedule"), via Barr/RJE.

- Continued current report requirements with input from EDS; (a monthly report);

Provide the following Customer Service support

- Pay for P.O. Box

Provide Settlement Support as follows

- Provide buyer with details of items settled to the networks;

- Provide seller with details of items submitted for payment;

Outside the Scope

- First Virtual will be responsible for procedures to disposition ACH returned
  items;

  Conversion of network purchases from non US to US denomination of currency -
  initial assumption is to lead off with a US based product, however, a currency
  code field will be defined in the message formats;







<PAGE>   32

                             FILE EXCHANGE SCHEDULE
                        EDS/FIRST VIRTUAL HOLDINGS INC.


EDS to First Virtual





                                Production
Report                          Time                            Day(s)
-----------------------------------------------------------------------------
                                                         
DDA updates                     11:00pm                         M-F
ARU updates                     every 2 hours                   M-Su
Chargebacks                     9:30pm                          M-F
ACH returned                    between 3am and 5am             M-F
Approved                        9:45am and 4:45pm               M-Su
Declines                        9:45am and 4:45pm               M-Su
TE400                           11:30am and 7:30pm              M-Su





First Virtual to EDS





                                Production
Report                          Time                            Day(s)
-----------------------------------------------------------------------------
                                                         
Bauths                          every hour                      M-Su
Deposits                        11:00am and 7:00pm              M-Su
ACH out                         9:00am and 7:00pm               M-F



<PAGE>   33
                                 AMENDMENT ONE
                                   SCHEDULE C
                                 FIRST VIRTUAL
                                    PRICING

MONTHLY TRANSACTION CHARGE:
---------------------------

A1.  ASSESSED ON EACH AUTHORIZATION/BETWEEN

     0         -    5,000,000                           0.04
     5,000,001 -   10,000,000                           0.04 OR LESS

A2.  EACH SETTLEMENT

     5,000,000                                          0.04
     10,000,000                                         0.04 OR LESS

B.   ELECTRONIC BATCH HEADER
     1 PER FILE                                         0.10

C.   ACH TAPE SETTLEMENT FEE/PER MONTH/PER TYPE OF FILE

                                                        250.00

D.   ON-LINE MERCHANT STATEMENT FEE PER MONTH           0.025

E.   MERCHANT ACCOUNT ON FILE PER MONTH                 0.40

F.   RETRIEVAL REQUEST                                  2.00


ADDITIONAL CHARGES
------------------

BUYER ACCOUNT SET UP FEE                                0.46

SELLER CHECK HANDLING                                   0.50


NOTE:  BUYER SETTLEMENT FEES INCLUDE THE 0.04 TRANSACTION PROCESSING FEE.


<PAGE>   34
PASS THROUGH EXPENSES

ACH ORIGINATION
TELECOMMUNICATIONS
POSTAGE
CARD PLASTIC STOCK
NON-STANDARD STATIONARY STOCK
NETWORK ASSESSMENTS, INTERCHANGE AND OTHER CHARGES
TRAVEL AND LIVING EXPENSES INCURRED IN SUPPORT OF THE
CUSTOMER
COURIER CHARGES
NO MONTHLY MINIMUM

Source: OneCLE Business Contracts.