REORGANIZATION TAX AGREEMENT
 
  
 BY AND BETWEEN
 MMM INFORMATION SERVICES, INC.
 AND
  XYZ .... CORP.
 
 
 
<PAGE>
 
 
 
 
 
 This Tax Sharing Agreement (the "Agreement"), dated as of _________
___, 1998, by and between MMM Information Systems, Inc., a .......
corporation ("MMM"), and XYZ .... Corp., a Delaware corporation
("XYZ"), is entered into in connection with a Reorganization Agreement (the
"Reorganization Agreement"), dated as of _____________ ___,
1998, by and between such parties.
 

IL DOCUMENTO È INCOMPLETO, A RICHIESTA SARÀ INVIATA UNA COPIA COMPLETA (artt.17 ss Cod.Deont.)

STUDIO

MISURACA & Associati/Associates

Studio Legale

Law Firm

www.smaf-legal.com

Il documento manca di molte parti, lo studio legale SMAF invia su gentile richiesta una completa copia a titolo di prestazione professionale a pagamento ex artt.17 ss. Cod. Deont. Forense / The document has missing parts; please, consider SMAF law firm allowed to send a you a payable copy according to Italian Forensic Deontology Code.

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 WHEREAS, MMM, on behalf of itself and its present and future
subsidiaries other than XYZ and its present or future subsidiaries (the
"MMM Group"), and XYZ, on behalf of itself and its present and future
subsidiaries (the "XYZ Group"), have determined that it is necessary and
desirable to provide for allocation between the MMM Group and the XYZ
Group of all responsibilities, liabilities and benefits relating to taxes paid
or payable by either group for all taxable periods, whether beginning before, on
or after the Separation Date, and to provide for certain other matters;
 NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained in this Agreement, the parties hereby agree
as follows:
 
  ARTICLE I
 
 DEFINITIONS
 
 As used in this Agreement, terms defined in the Reorganization
Agreement or the Share Exchange Agreement, dated August ___, 1998, between
MMM, XYZ and certain holders of MMM preferred stock (the "Share
Exchange Agreement"), but not defined herein shall have the meanings given in
the Reorganization Agreement or the Share Exchange Agreement, as applicable, and
the following terms shall have the following meanings (such meanings to be
 
<PAGE>
 
equally applicable to both the singular and plural forms of the terms defined):
 Code: the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations issued thereunder.
  Consolidated Return Year: with respect to any XYZ Group
member, any period for which it is included in a Consolidated Tax Return.
 Consolidated Tax Return: any consolidated Federal Income Tax
Return filed by MMM, and any consolidated, unitary or combined State
Income Tax Return filed by any members of the MMM Group.
 Federal Income Taxes: all United States federal income taxes,
and any interest, penalties and additions imposed with respect to such taxes.
 [Foreign Income Taxes: all income taxes (and other taxes
measured by net income or net gain) imposed by any country other than the
United States or by any political subdivision of any such country, and any
interest, penalties and additions imposed with respect to such taxes.]
 Income Taxes: all Federal Income Taxes, State Income Taxes [and
Foreign Income Taxes].
 Post-Separation Period: any taxable period ending after the
Separation Date.
 Pre-Separation Period: any taxable period ending on or before
the Separation Date.
 Separate Return Tax Liability: the amount of any Income Tax for
which an entity (i) is liable if it files a Separate Tax Return or (ii) would be
liable if it filed a Separate Tax Return for a Consolidated Return Year.
 
<PAGE>
 
 Separate Tax Return: any Income Tax Return other than a
Consolidated Tax Return.
 State Income Taxes: all income taxes (and other taxes measured by
net income or net gain) imposed by any State of the United States (including any
political subdivision thereof) or the District of Columbia, and any interest,
penalties and additions imposed with respect to such taxes.
 Tax Benefit: the Tax effect of any loss, deduction, credit or
other item that decreases Taxes paid or payable.
 Tax Detriment: the Tax effect of any income, gain, recapture of
credit or other item that increases Taxes paid or payable.
 Tax Returns: all returns, declarations, reports, claims for
refund, information returns, statements and other forms required to be filed
with respect to any Taxes, including any schedule or attachment thereto and
any amendments thereof.
 Taxes: all taxes, however denominated, imposed by any government
or governmental entity, and any interest, penalties and additions imposed
with respect thereto.
 
 ARTICLE II
 
 FILING OF TAX RETURNS
 
 Section 2.01. Pre-Separation Period Income Tax Returns.
 (a) Consolidated Tax Returns. The income and other tax items of
each member of the XYZ Group for any Pre-Separation Period that is a
Consolidated Return Year shall be included in the Consolidated Tax Return.
MMM shall prepare and timely file all Consolidated Tax Returns for such
period.
 
<PAGE>
 
 (b) Separate Tax Returns. MMM shall prepare and file (or cause
to be filed) any Separate Tax Return of a XYZ Group member due for a
Pre-Separation Period.
 (c) Amendments. No XYZ Group member shall file an amended Tax
Return for any Pre-Separation Period without MMM's written consent. With
respect to any return that includes any XYZ Group member and for which
MMM has responsibility under this Section 2.01, MMM shall not file
(or cause to be filed) an amended Tax Return or change any tax accounting method
or election without XYZ's consent (which shall not be unreasonably withheld)
if such action would increase any Tax for which any XYZ Group member is
liable under this Agreement, unless (i) such action is required by law or is
necessary (in MMM's good-faith opinion) to avoid or reduce any penalty or
addition to Tax or (ii) MMM agrees to pay the amount of such increase.
  Section 2.02. Post-Separation Income Tax Returns. XYZ shall
prepare and file (or cause to be prepared and filed) all Tax Returns for each
XYZ Group member for Post-Separation Periods. For all Post-Separation
Periods beginning before the Separation Date, each such Tax Return shall be
based on the same tax accounting methods and elections as used by the
appropriate XYZ Group member for the immediately preceding taxable period,
unless otherwise required by law or MMM consents in writing to each change
from such methods and elections.
 Section 2.03. Other Tax Returns. All Tax Returns not covered by
Section 2.01 or 2.02 shall be prepared and filed by the corporation upon which
such obligation is imposed by law.
 
<PAGE>
 
 ARTICLE III
 
 PAYMENT OF TAXES
 
 Section 3.01. Payment of Taxes in General. Except as otherwise
provided in this Article III, MMM shall pay, and shall indemnify and hold
each XYZ Group member harmless from and against, all Taxes attributable to
any member of the MMM Group, whether heretofore or hereafter arising or
incurred. MMM shall be entitled to any reduction in or refund of such
Taxes [(except any reduction in or refund of Taxes resulting from carrybacks of
any XYZ Group member described in Section 3.04)]. Except as otherwise
provided in this Article III, XYZ shall pay, and shall indemnify and hold
each MMM Group member harmless from and against, all Taxes attributable to
any member of the XYZ Group, whether heretofore or hereafter arising or
incurred. XYZ shall be entitled to any reduction in or refund of such Taxes.
If a member of the MMM Group or XYZ Group receives a refund of Taxes
to which the other group is entitled under this Article III, such member shall
remit such refund to the other group by promptly sending such refund to
MMM or XYZ, as appropriate; provided, however, that any amount payable
in respect of any such refund shall be reduced by the amount of any Taxes
incurred, and the present value (based on a discount rate of [6] percent) of any
Taxes to be incurred, by any MMM Group member or XYZ Group member, as
appropriate, as a result of the accrual or receipt of the refund.
 Section 3.02. Payment of Certain Income Taxes. MMM shall
charge XYZ for and XYZ shall pay to MMM, upon demand, each XYZ
Group member's Separate Return Tax Liability that is not heretofore paid for any
Pre-Separation Period. Such liability shall include, without limitation, any
alternative minimum tax liability imposed under section 55 of the Code and any
environmental tax liability imposed under section 59A of the Code. To the
 
  
<PAGE>
 
extent not heretofore paid, MMM shall pay to XYZ any Tax Benefit 
realized by MMM Group members from the use of losses or deductions of 
XYZ Group members for any Pre-Separation Period ending before January 1, 
1998 (thus, for example, MMM shall not pay for any such Tax Benefit 
relating to any gain or other income arising in connection with the Exchange or 
the Rights Offering).
 Section 3.03. Adjustments to Tax. Except as otherwise provided
herein, MMM shall be responsible for, and shall indemnify and hold each
XYZ Group member harmless from and against, all adjustments to Taxes
attributable to any MMM Group member, whether heretofore or hereafter
arising or incurred; provided, however, that MMM shall not indemnify or
hold the XYZ Group harmless from any use of or reduction in net operating
losses, other losses or credits as a result of any adjustment to any tax items
of the MMM Group for any taxable period ending after December 31, 1997.
MMM shall be entitled to any Tax Benefit and shall bear any Tax Detriment
resulting from such adjustments [(except adjustments resulting from carrybacks
of any XYZ Group member from a Post-Separation Period)]. If an adjustment to
a tax item attributable to an MMM Group member reduces the Tax liability
of a XYZ Group member, XYZ shall pay promptly to MMM the amount of
the Tax Benefit realized by the XYZ Group. If an adjustment to a tax item
attributable to an MMM Group member for a Pre-Separation Period ending
before January 1, 1998 increases the Tax liability of a XYZ Group member,
MMM shall pay promptly to XYZ the amount of the Tax Detriment realized
by the XYZ Group upon receiving written notification from XYZ of such
amount.
 XYZ shall be responsible for, and shall indemnify and hold
harmless each MMM Group member from and against, all adjustments to Taxes
 
 
<PAGE>
 
attributable to any XYZ Group member, whether heretofore or hereafter
arising or incurred. XYZ shall be entitled to any Tax Benefit (except as
otherwise provided herein) and shall bear any Tax Detriment resulting from such
adjustments. If an adjustment to a tax item attributable to any XYZ Group
member reduces the Tax liability of an MMM Group member, MMM shall
(except as otherwise provided herein) promptly pay to XYZ the amount of the
Tax Benefit realized by the MMM Group. If an adjustment to a tax item
attributable to any XYZ Group member increases the Tax liability of an
MMM Group member, XYZ shall promptly pay the amount of the Tax
Detriment incurred by the MMM Group upon receiving written notification
from MMM of such amount.
 [Section 3.04. Carrybacks from Post-Separation Periods to
Pre-Separation Periods. Any loss, credit or other item attributable to any
XYZ Group member arising in a Post-Separation Period may be carried back to
a Consolidated Return Period, to the extent and as permitted under applicable
law. MMM shall cooperate with any XYZ Group member to the extent
reasonably necessary (including, without limitation, amending any Tax Return and
filing any claim for refund) for such member to realize the Tax Benefit of
carrying such loss, credit or other item back to such Pre-Separation Period.
MMM shall remit promptly to XYZ any refund or reduction in Tax
resulting from such carryback.]
 
 ARTICLE IV
 
 COOPERATION
 
 Section 4.01. Cooperation in General. Each of MMM and XYZ
agrees to make available to the other party records in its custody and in the
custody of any member of its group, to furnish other information, and otherwise
to cooperate to the extent reasonably required for the filing of Tax Returns and
documents relating to the assets or businesses of such other party.
 
 
<PAGE>
 
 Section 4.02. Notice, Defense, and Settlement of Tax Claims. If a
member of the MMM Group or XYZ Group receives written notice of a
deficiency, contest, audit or other proceeding with respect to a Tax liability
for which a member of the other group is liable under this Agreement (including
liability hereunder to indemnify or reimburse a member of the other group), then
the recipient shall notify the other group of such matter by promptly sending
written notice thereof to MMM or XYZ, as appropriate. MMM and
XYZ shall cooperate to contest and defend against any such proposed Tax
liability. The corporation that is legally liable for such Tax liability
(without regard to this Agreement) shall not settle, compromise or otherwise
agree to pay such liability without the consent of the corporation that is
liable for such Tax under this Agreement. Such consent shall not be unreasonably
withheld.
 
 ARTICLE V
 
 COMPLETE AGREEMENT; CONSTRUCTION
 
 This Agreement shall constitute the entire agreement among the
parties with respect to the subject matter hereof and shall supersede all
previous negotiations, commit-ments and writings with respect to such subject
matter.
 
<PAGE>
 
 IN WITNESS WHEREOF, MMM and XYZ have caused this Agreement
to be duly executed by their respective officers, each of whom is duly
authorized, as of the day and year first above written.
 
 
 
 MMM INFORMATION SYSTEMS, INC.
 
 
 
 By: ________________________________
 Name: ________________________________
 Title:________________________________
 
 
 
 XYZ .... CORP.
 
 
 
 By: ________________________________
  Name: ________________________________
 Title:________________________________