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                              KOREA TELECOM CAMA PROJECT
                                  TEAMING AGREEMENT
                                   ACE*COMM/SAMSUNG
                                           

This Agreement is entered into effective _________________, between SAMSUNG 
ELECTRONICS COMPANY, LTD (SAMSUNG), having its principal place of business 
located at Samsung Main Building, 250, 2-Ka, Taepyung-Ro, Chung-Ku, Seoul, 
100-742, Korea, and AMERICAN COMPUTER AND ELECTRONICS CORPORATION (ACE*COMM), 
a Maryland Corporation with offices located at 209 Perry Parkway, 
Gaithersburg, Maryland 20877, hereinafter "the Parties."

WHEREAS, Korea Telecom (KT) has established requirements to collect its 
billing data in an effective, accurate, and timely manner.  Specifically, KT 
desires to replace its current recording and collection method using magnetic 
tape drives with an automated electronic data capture, transmission, and 
distribution system and refers to this work activity as the KT CAMA Project 
(hereinafter "the Project");

WHEREAS, the Consortium (the "Consortium" refers to each of the three 
companies individually as well as collectively as follows:  Samsung 
Electronics Company, Ltd., LG Information and Communications, Ltd., and ILJIN 
Corporation) desires to cooperate to meet the requirements of the KT CAMA 
Project;

WHEREAS, KT has selected the Consortium to accomplish the Project utilizing 
their own resources and those that are available in the market;

WHEREAS, the Consortium has selected ACE*COMM as the supplier of products and
services in connection with the Project;

WHEREAS, ACE*COMM desires to cooperate and work with the Consortium to meet the
Project requirements and provide products and services in connection with the
Project;

WHEREAS, KT is expected to award the Project to the Consortium upon 
successful trial demonstration, the Consortium and ACE*COMM (collectively  
the Project Team ) realize that they must take reasonable steps to align 
resources to utilize the strengths of each Team Member and work with each 
other openly;

WHEREAS, the Project Team desires to collaborate as described herein to 
support the Project, and each have entered into a separate Teaming Agreement 
with ACE*COMM for such purpose,

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NOW THEREFORE, in consideration of the mutual promises set forth herein, the 
Parties agree as follows:

A.   Scope of the Agreement

     This Agreement is applicable only to the Project.  The Parties agree that
     their work in connection with the Project will be conducted in two Phases,
     with Phase I being a trial to demonstrate the ability of ACE*COMM to
     deliver Extract Devices (EDs) functionally consistent with KT requirements
     (the "Trial") and Phase II being the delivery of the full scope of the KT
     requirement (343 ED systems).  The objective of this Agreement is to set
     forth the terms and conditions pursuant to which the Parties will cooperate
     in the execution of the Trial for the Project, and in the event such Trial
     is successful, to set forth the process by which the Parties will negotiate
     and implement a contract with Korea Telecom in connection with the Project.

B.   Nature of the Cooperation

     (1)  The Parties agree to take reasonable steps to cooperate to maximize
          the chances of a successful Trial on terms and conditions satisfactory
          to both.  In this regard, the Parties agree during the term of this
          Agreement to collaborate on an exclusive basis in developing,
          submitting, and conducting a Trial for the Project. If this Agreement
          terminates pursuant to Section N, each Party shall be free,
          thereafter, to sell its products or services or otherwise participate
          in the Project.

     (2)  The Parties agree that there will be a Trial Phase (Korea Telecom
          Verification Test) to demonstrate the ability of ACE*COMM to deliver
          Extract Devices (EDs) functionally consistent with KT requirements.
          This Phase will be conducted based upon the time line portrayed in
          Annex 2 and the Acceptance Plan documented in Annex 4.  Each of these
          Annexes shall become and constitute an integral part of this
          Agreement.  In the Trial Phase, ACE*COMM will perform all necessary
          modifications of its DCMS architecture necessary to comply with ED
          specifications which will be contained in Annex 8 of this Agreement,
          which shall become and constitute an integral part of this Agreement.

     (3)  Upon successful completion of the Trial Phase, and upon KT purchase of
          the ACE*COMM EDs for the Project, the Trial EDs will be replaced by
          the commercial product with a full credit for the price of the Trial
          EDs.

     (4)  The terms and conditions for the supply of EDs are contained in Annex
          7 of this Agreement.

     (5)  The Parties agree that the Project shall be presented as a combined
          effort with support from ACE*COMM as named sub-contractor.  As among
          the Parties, it is agreed that SAMSUNG will assume a role as team
          leader,

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          with overall responsibility for integrating the business and technical
          aspects of the Project, in consultation with and as supported by
          ACE*COMM, but with each Party assuming full responsibility for its own
          Project Share, as defined below.

     (6)  Except as otherwise specified in the Agreement, no Party shall be
          authorized to act for, or on behalf of, the other Party for any
          purpose related to the Project except as may be authorized in writing
          by that other Party.

     (7)  Nothing contained in this Agreement shall be construed or interpreted
          to the effect that the Parties hereto have established or intend to
          establish any form of corporate association, agency or partnership,
          other than the specific cooperation arrangement established by this
          Agreement.

C.   Division of Responsibilities

     (1)  Each Party shall be solely and entirely responsible for offering, and
          in case of award of contract for the Project, carrying out of such
          part of the Project as is defined as its area of responsibility (said
          area of responsibility and any revision thereof are referred to as
          "Project Share").  The framework and principles governing the
          determination of each party's Project Share are set forth in Annex 1
          hereto, which Annex forms an integral part of this Agreement.  Prior
          to executing a contract with KT for the Project, the Parties will
          define more precisely the allocation of their respective
          responsibilities, together with specific terms (including price)
          governing their performance, which will be reflected in supplementary
          contracts between the Parties.
     
     (2)  Other equipment and services required for the Project and not
          specifically allocated as part of one party's Project Share shall be
          selected by SAMSUNG.

     (3)  The Parties recognize that timeliness of performance will be critical
          to the success of the Project.  Therefore, as soon as feasible, the
          Parties will agree to a time-line for the performance of their various
          responsibilities under this Agreement, which time-line will be
          attached hereto as Annex 2 and which shall become and constitute an
          integral part of this Agreement.  ACE*COMM agrees to the milestone
          dates presently included in Annex 2 based on the understanding between
          the Parties. Such time-line, with any agreed to modifications as
          evidenced in writing, shall also be incorporated into the subsequent
          contracts between the Parties contemplated by Section C(1).

D.   Subcontractors and Assignment

     No Party shall assign, transfer, or delegate its interest in this Agreement
     or the rights granted herein in any manner.  This Section shall not
     preclude the use of a

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     sub-contractor by any Party to perform a portion of that Party's Project
     Share, provided that such Party remains solely and entirely responsible for
     the satisfactory performance of its Project Share, including the
     performance of its subcontractors.

E.   Coordinating Council

     Upon signature of this Agreement, each Party shall designate a
     representative who shall be primarily responsible for representing such
     Party and working with the representatives of the other companies making up
     the Consortium.  Such representatives shall form a Coordinating Council,
     which shall regularly meet and/or consult in order to decide on the
     activities to be undertaken under this Agreement and in order to assure the
     proper coordination among the Project Team with regard to such activities
     and in particular in the preparation of the Project for KT.

F.   Preparation of The Project

     (1)  The Parties hereto shall prepare in joint consultation, each at its
          own expense, their respective engineering contribution to the Project
          in accordance with the time schedule to be established as Annex 2. 
          The separate contributions of each shall be integrated through the
          efforts of the Coordinating Council to form a single proposal for the
          Project.  SAMSUNG shall assume a leadership role in integrating the
          technical and commercial aspects of the Project.  The Parties shall
          undertake to reach agreement during the period of preparation of the
          Project on matters of common interest in the Project.

     (2)  In order to clearly define all of a technical, commercial or other
          nature to ensure a Trial which is as complete as possible, each Party
          will coordinate its Project Share with the other Party and disclose to
          the other Party upon request such technical, commercial and other
          information as may reasonably be required in order to avoid
          inconsistencies in the Project.  Disclosure of the Parties
          confidential or proprietary information or material shall be
          governed by Section K hereof to the extent applicable.

     (3)  Each Party shall be responsible that its contribution to the Project
          covers all details of the Project comprised in its Project Share, and
          any error or omission occurring shall be the responsibility of the
          Party in whose Project Share such errors or omissions have occurred,
          and each Party hereto shall save harmless and indemnify the other
          Party from and against any loss or damage sustained by the other Party
          by reason of such errors or omissions (consequential or indirect
          damages or lost profit excluded).

     (4)  Each Party will inform the other Party as appropriate of any problems
          of which it is aware and which will prevent it from meeting the
          requirements and obligations arising out of this Agreement.

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G.   Relationship to Korea Telecom

     (1)  SAMSUNG will be the responsible agent on behalf of the Parties for
          dealing with KT for their portion of the Project.

     (2)  Under this Agreement ACE*COMM's intellectual property is protected
          under the terms of the Non Disclosure Agreement, Annex 5, entered into
          by Consortium and KT on December 5, 1995.

     (3)  No contract or commitments will be entered into on behalf of a Party
          without the written consent of that Party.

H.   Conduct of the Trial

     The parties shall conduct the Trial on or before the date agreed upon.

I.   Award of Contract

     (1)  Each Party shall carry out its Project Share for its own risk and
          account in accordance with the conditions of such contract and this
          Agreement.

     (2)  Each Party shall assume for its Project Share the associated risks,
          and will indemnify and/or save harmless the other Party in respect of
          costs for claims, damages, or liabilities which might arise out of or
          in consequence of the carrying out of its Project Share where the
          cause of such claim, damage or liability is properly attributable to
          the act or omission of that Party; if the cause of such claim, damage
          or liability is attributable to another Project Team Member or to more
          than one Member, then the cost thereof will be settled in such
          equitable ratio as will be agreed upon, and where the cause of such
          claim, damage or liability is not properly attributable to one of the
          Parties hereto, then the costs thereof will be settled in proportion
          to the value of the Project Shares of the Parties involved in
          proportion to the relative size of their Project Shares.

J.   Project Management

     In the event of a successful Trial, SAMSUNG shall be responsible for
     managing the Parties obligations to KT.  Upon signature of a contract with
     KT in connection with the Project, SAMSUNG shall designate a project
     manager who shall be responsible for managing these obligations, and whose
     tasks will include, but not be limited to:

     (1)  project control, including scheduling management, coordination and
          administration of the Project;

     (2)  contract administration, including the submission of invoices to KT,
          and the disbursement of payment to the Parties;

     (3)  coordination among the Parties;

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     (4)  administration of a Trial Acceptance Test Plan (KT Verification Test)
          intended to validate that the ED meets the specifications will be the
          responsibility of the Customer, Korea Telecom.

K.   Use of Information

     (1)  During the term of this Agreement, the Parties may provide each other
          with confidential, proprietary information pertaining to their
          business plans, products, technology and operations for purposes of
          preparing the Project or working in connection with the Project.  The
          protection and use of such ACE*COMM confidential, proprietary
          information shall be governed by Annex 5 (Non-Disclosure Agreement
          signed by the Parties) which constitutes an integral part of this
          Agreement.

     (2)  The provisions of this Section K, regarding the use and protection of
          ACE*COMM confidential, proprietary information, shall survive
          termination or expiration of this Agreement as follows:

               (a)  If termination or expiration is effected under paragraph
                    N(1) hereof, such provisions of Section K shall survive such
                    termination or expiration for three (3) years thereafter,

               (b)  If termination or expiration is effected under paragraphs
                    N(2), N(3), or N(4), such provisions of Section K shall
                    survive such termination or expiration for five (5) years
                    thereafter.  To the extent any timeframe for survival in
                    this section K(2) differs from any timeframe for use and
                    protection of ACE*COMM confidential, proprietary information
                    provided in Annex 5 hereto, the longer of such timeframes
                    shall apply.  

L.   Industrial Property Rights

     ACE*COMM agrees to grant Samsung a non-exclusive, royalty-free, perpetual,
     and non-transferable license to use and modify source code and technical
     information provided herein in accordance with the Source Code License
     Agreement of Annex 6. This license, software, and information shall be used
     exclusively to support KT in the KT CAMA Project.  Additionally, Samsung
     may provide a sub-licenses to KT under the same terms and conditions of the
     Source Code License Agreement of Annex 6.  No other sub-licenses shall be
     granted by Samsung to any other party.

M.   Export Control Compliance

     Each Party acknowledges that the products to be transmitted or sold in
     accordance with this Agreement may be subject to export and re-export
     restrictions under the United States Department of Commerce Export
     Administration Regulations ( Regulations ) and may require the specific
     written permission of the U.S. Department of Commerce to export or
     re-export the commodities outside the

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     country of destination of such commodities listed in Seller's bill of
     lading ("Destination Country").  Each Party further acknowledges that any
     product manufactured by either Party incorporating any item(s) furnished
     hereunder may also require the specific written permission of the US
     Department of Commerce for export from the Destination Country, as
     described in Part 776.12 of the Regulations.

     Each Party assures the other Party that it does not intend to and will not
     knowingly, without the prior written consent, if required, of the US
     Department of Commerce, transmit, sell, transfer or convey, directly or
     indirectly, any of the technical information or software referenced in this
     Agreement;

     Each Party further assures the other that it will not transmit, sell,
     transfer or convey any commodities, technical information or software
     received under this Agreement to any individuals or entities listed in the
     Table of Denial Orders, as published in Supplement Nos. 1 and 2 to Part 788
     of the Regulations. 

N.   Term and Termination

     (1)  This Agreement shall become effective upon signature by all Parties
          and continue in force for three (3) years after and may be renewed by
          mutual written consent after such three (3) years.

     (2)  This Agreement shall terminate upon occurrence of any of the following
          events:

          (a)  cancellation of the Project by KT;

          (b)  final rejection during the Trial Phase or award of the Project to
               an entity who does not belong to Consortium;

          (c)  the date upon which the Parties enter into subsequent contracts
               governing their performance of the Project;

          (d)  June 30, 1997, in the event that no contract in connection with
               the Proposal has yet been awarded to SAMSUNG.

     (3)  In addition to the above, any Party may terminate this Agreement on
          thirty (30) days written notice to the other Party that the other
          Party has breached the Agreement (including a failure of a Party to
          perform its responsibilities hereunder), and such breach is not
          satisfactorily cured by the breaching Party within the thirty (30) day
          period.

     (4)  Each Party further shall have the right by written notice to
          immediately terminate this Agreement if:
     
          (a)  Either of Parties become bankrupt or has a receiving order made
               against it or shall file a petition in bankruptcy or shall make
               an arrangement with or an assignment in favor of creditors; or

          (b)  SAMSUNG, for any reason, is disqualified for bidding or carrying
               out its Project Share.

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O.   Arbitration

     Any controversy or claim, whether based on contract, statute, tort, fraud,
     misrepresentation or other legal theory, related directly or indirectly to
     this Agreement, except any action arising out of or relating to the
     Non-Disclosure Agreement of Annex 5 hereto and Source Code License
     Agreement of Annex 6 hereto and Terms and Conditions For Delivery of
     Extract Devices of Annex 7 hereto; whenever brought, will be resolved by
     arbitration in accordance with the terms of this Section.  The rules of the
     International Chamber of Commerce  will govern the arbitrability of all
     claims.

     A single arbitrator who is mutually agreeable to the Parties and
     knowledgeable in the development and provision of telephony operations
     systems will conduct the arbitration under the then current rules and
     supervision of the International Chamber of Commerce.  The arbitrator's
     decision and award will be final and binding and may be entered in any
     court with jurisdiction.  The arbitrator will not have authority to award
     punitive or other non-compensatory damages to either party.  The
     arbitration will be held in Maryland if SAMSUNG claims; or in Seoul,
     the Republic of Korea if ACE*COMM claims.

     Each party will each bear its own attorney's fees associated with the
     arbitration, and pay all other costs and expenses of the arbitration as the
     rules of the International Chamber of Commerce provide.

P.   Choice of Law and Forum

     This Agreement shall be governed and shall be construed in accordance with
     the substantive laws of the State of Maryland of the USA.
     
Q.   Notices

     Any notice to be given under this Agreement shall be provided in writing,
     to the person, and at the address listed below until further notice:

     SAMSUNG ELECTRONICS COMPANY, LTD

     [Name]      Dr. Ilsoo Ahn

     [Address]   World Tower Bldg., 9th Floor,
                 7-25, Shincheon-dong, Songpa-Ku
                 Seoul, 138-240, Korea

     [Facsimile] 011-82-2-3434-3201

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ACE*COMM

     [Name]      Dr. Thomas V. Russotto

     [Address]   209 Perry Parkway, Gaithersburg, MD 20877

     [Facsimile] (301) 921-0434

R.   Validity

     If any part, term, or provision of this Agreement shall be held void,
     illegal, unenforceable, or in conflict with the law of any relevant
     jurisdiction, it shall be assumed that the validity of the remaining
     portions or provisions shall not be affected thereby.

S.   Entire Agreement

     This Agreement sets forth the entire understanding among the Parties
     concerning its subject matter and supersedes any prior written or oral
     communications and agreements.  This Agreement shall be amended or changed
     only by mutual written consent of duly authorized representatives.

T.   No Claim

     Notwithstanding the foregoing, ACE*COMM shall not claim or sue SAMSUNG
     for any cause solely attributable to LGIC and/or ILJIN.

U.   Signature

     IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized
     representatives to execute this Agreement effective as of the day and year
     first above written.

     SAMSUNG ELECTRONICS                         AMERICAN COMPUTER AND
     COMPANY, LTD.                               ELECTRONICS CORPORATION

By:                                              By :                      
   --------------------------------              ---------------------------  

Name:                                            Name: Dr. Thomas V. Russotto  
     ------------------------------                    ---------------------

Title:                                           Title: Vice President         
      -----------------------------                     -------------------- 
Date:                                            Date:                       
     ------------------------------                   ----------------------

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