EXHIBIT 10.1
                                                                    ------------



                                                                  EXECUTION COPY
                                                                  --------------


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------





                            ASSET PURCHASE AGREEMENT




                                  BY AND AMONG




                               MRO SOFTWARE, INC.




                                 INTERMAT, INC.




                                       AND




                     INTERNATIONAL MATERIALS SOLUTIONS, INC.




                          DATED: As of January 1, 2003




--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
<PAGE>



EXHIBITS



Exhibit A         Secured Promissory Note (Amortized)
Exhibit B         Secured Promissory Note (Balloon)
Exhibit C         Warrant to Purchase Common Stock
Exhibit D         Security Agreement
Exhibit E         Assignment and Assumption Agreement and Bill of Sale
Exhibit F         License and Support Agreement
Exhibit G         Form of Legal Opinion - Seller
Exhibit H         Form of Legal Opinion - Buyer
Exhibit I         Lease Assignment Agreement
Exhibit J         Form of Employee Letter
<PAGE>
                             INDEX OF DEFINED TERMS


A                                            K

Agreement..............................1     Know-how.........................21
Amortized Note.........................3     Knowledge........................22
Ancillary Agreements..................20
Assignment Agreement...................5     L
Assumed Contracts......................6
Assumed Liabilities....................2     Laws.............................22
                                             Lease Assignment..................5
B                                            Lessor............................6
                                             License Agreement.................5
Statement of Assets and Liabilities...10     Losses...........................22
Balloon Note...........................3
Business...............................1     M
Business Records.......................2
Buyer..................................1     Material Adverse Effect..........22
Buyer Indemnified Persons.............20     MRO Products.....................16

C                                            O

Closing...............................20     Office Lease......................6
Closing Date...........................4
Code..................................20     P
Common Stock..........................11
Commonly Controlled Entity.............9     Parent............................1
Consents..............................20     Payables.........................22
Constituent Documents.................20     Premises..........................1
Contracts.............................20     Products..........................1
Court Order...........................20     Purchase Notes....................3
Customer..............................15     Purchase Price....................3
                                             Purchased Assets..................1
D
                                             R
Debt..................................20
                                             Receivables......................22
E
                                             S
Effective Date.........................1
Employee Benefit Plans................21     Security Agreement................3
Encumbrance...........................21     Seller............................1
ERISA.................................21     Supplemental Assets...............2
ERISA Group...........................21
Excluded Assets........................3     T
Excluded Contracts....................21
Excluded Liabilities...................3     Tax Returns......................22
                                             Taxes............................22
G                                            Technical Documentation...........2
                                             Terminated Employee..............13
Government Authority..................21     Third Party Action...............22
Government Authorizations.............21     Trademarks........................2

H                                            W

Hired Employees.......................13     Warrant...........................3

I

Indemnified Person....................21
Indemnifying Person...................21
Intellectual Property.................21
<PAGE>
                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement (this "Agreement") is entered into
effective as of the 1st day of January, 2003 (the "Effective Date"), among MRO
Software, Inc., a Massachusetts corporation ("Parent"), INTERMAT, Inc., a
Delaware corporation (the "Seller") and a wholly-owned subsidiary of the Parent,
and International Materials Solutions, Inc., a Delaware corporation ("Buyer").


                                    RECITALS

         WHEREAS, Seller is engaged in the business of providing data
normalization services and licensing certain associated software products to
customers (the "Business"); and

         WHEREAS, Buyer wishes to acquire the assets of Seller described herein
and to assume the liabilities of the Business described herein;

         NOW, THEREFORE, in consideration for the mutual agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         (Certain capitalized terms used herein and not otherwise defined are
defined in Article 6.)

ARTICLE 1.   PURCHASE AND SALE OF ASSETS.

1.1  Purchased Assets. Subject to the terms and conditions of this Agreement,
     Seller hereby sells, assigns and transfers to Buyer, and Buyer purchases,
     all of Seller's assets as they shall exist on the Closing Date, excluding
     the Excluded Assets identified in Section 1.4 (collectively, the "Purchased
     Assets") and including, without limitation, such of Seller's assets as are
     more particularly described below:

     a.   all of Seller's rights, title and interest in and to any and all
          technology and computer software tools and products of every kind and
          description that were originally developed by Seller, meaning the
          software tools, products and technologies known as (or used to
          develop, support and enhance) SMD or Standard Modifier Dictionary,
          Struxure, Struxure.net, MRO Master, Press, Impress, Express and
          Autocon (the "Products");

     b.   all of Seller's rights, title and interest in and to all prior
          versions of the Products, and all improvements, enhancements,
          revisions, fixes, new versions, derivatives, compilations,
          adaptations, selections and arrangements of the Products made by or on
          behalf of Seller and all of the foregoing that is or was at any time
          under development by Seller;

     c.   all of Seller's rights, title and interest in and to all hardware,
          fixed assets, furniture, equipment, inventory, and other tangible
          items owned by Seller and located in Seller's premises at One Greenway
          Plaza, Suite 200, Houston, Texas (the "Premises");
<PAGE>
     d.   all of Seller's customer lists, contact information, marketing, sales,
          prospect and pipeline information and materials, manuals, catalogs,
          brochures, product literature, pricing materials, shipping and
          packaging materials, vendor and supplier lists, financial records and
          information relating to the Business and other printed materials,
          support logs and all other similar information in tangible and
          electronic form where available, except for those business records to
          be retained by Seller pursuant to Section 1.4 (the "Business Records")
          (Seller being entitled to retain a copy of any thereof), but only such
          as relate exclusively to the Business;

     e.   all of Seller's rights, title and interest, if any, in the
          Intellectual Property;

     f.   all of Seller's rights, title and interest in and to the following
          trademarks, service marks and common law trademark and service mark
          rights: INTERMAT, STRUXURE, STRUXURE.NET, AUTOCON and SMD and STANDARD
          MODIFIER DICTIONARY (the "Trademarks"), including (i) all Trademark
          registrations and applications therefor, and (ii) all related trade
          names and logos, and applications therefor, owned by Seller and
          including the word "INTERMAT"; and all goodwill associated with any of
          the foregoing;

     g.   all of Seller's rights, title and interest, if any, in and to the
          domain name and URL http://www.intermat.com and the contents of that
          website;

     h.   all right, title and interest of Seller and/or Parent in, to and under
          the Contracts listed on Schedule 1.1(h) and identified as "Assumed
          Contracts" (the "Assumed Contracts");

     i.   all of Seller's rights, title and interest in and to any and all
          technical documentation reflecting or describing or otherwise related
          exclusively to any of the Products (the "Technical Documentation"),
          including without limitation, source code, object code, descriptions,
          data, instructions and records specifications, manuals, training
          materials, programmers' notes, architecture, logic models and data
          models; and

     j.   all of Seller's rights in and to any Government Authorizations which
          relate exclusively to the operation of the Business or the Products,
          but only to the extent they are transferable to Buyer.

1.1A Other Assets. To the extent that there are any assets (the "Supplemental
     Assets") of Seller or of Parent of the type referred to in Section 1.1 that
     are currently used in, and necessary to the operation of, the Business that
     are not Purchased Assets, and to the extent that Buyer would be required to
     expend material funds to replace those assets, Parent will engage in good
     faith negotiations with Buyer to make such assets available for use by
     Buyer in the Business on a non-exclusive royalty-free basis, by license or
     similar means, to the extent it is legally able to do so; provided,
     however, that the foregoing shall not obligate Seller or Parent to transfer
     title to any assets, or to incur any out-of-pocket expense with regard
     thereto. "Supplemental Assets" shall not be deemed to include third-party
     software used in the Business.

                                        2
<PAGE>
1.2  Assumed Liabilities. Subject to the terms and conditions of this Agreement,
     Buyer shall assume, pay, perform or discharge when due the following
     liabilities and obligations (the "Assumed Liabilities"): (i) those
     obligations, debts and liabilities set forth on Schedule 1.2; and (ii)
     those obligations, debts and liabilities of the Business or otherwise
     relating to the Purchased Assets arising after the Closing Date (unless
     specifically retained by Seller pursuant to this Agreement). Certain
     additional liabilities and obligations related to employee compensation and
     benefits, related to certain contracts of Seller and/or Parent and related
     to operating expenses of the Business on and after the Effective Date are
     dealt with elsewhere in this Agreement.

1.3  Excluded Liabilities. Except for the Assumed Liabilities and those
     explicitly dealt with elsewhere in this Agreement, all other obligations,
     debts and liabilities of Seller and/or Parent of any kind or character,
     whether known or unknown, absolute, accrued, contingent or otherwise, shall
     remain and continue to be the obligations, debts and liabilities of Seller
     and/or Parent (collectively, the "Excluded Liabilities"), including but not
     limited to debts, obligations and liabilities relating to the Excluded
     Assets.

1.4  Excluded Assets. Buyer and Seller specifically exclude from Buyer's
     purchase hereunder any and all ownership or other interest in (i) all of
     Seller's cash and all Receivables, (ii) all Microsoft Office, SQL products,
     Lotus Notes, Oracle, Siebel and PeopleSoft licenses used by Seller or in
     its possession, (iii) all MAXIMO, Collego, MainControl, MC/Empower and OCS,
     (iii) all other software programs and their associated documentation and
     materials and all other assets in the possession of Seller, in each case
     that are not Purchased Assets, and (iv) all Excluded Contracts, and (v)
     Seller's records relating solely to its legal existence and status,
     stockholders and minute of meetings of its directors and stockholders
     (collectively, the "Excluded Assets"). For the avoidance of doubt, to the
     extent there is any overlap between items encompassed by the terms
     "Purchased Assets" and "Excluded Assets", those items shall be Excluded
     Assets.

1.5  Purchase Price and Closing. In consideration of the sale by Seller to Buyer
     of the Purchased Assets, in addition to the assumption by Buyer of the
     Assumed Liabilities, Buyer agrees that it will pay to Seller or to its
     designee at the Closing the following consideration:

     a.   a subordinated secured promissory note in the original principal
          amount of $1,000,000.00, in the form attached as Exhibit A (the
          "Amortized Note");

     b.   a subordinated secured promissory note in the original principal
          amount of $1,000,000.00 (subject to adjustment as provided in such
          note), in the form attached as Exhibit B (the "Balloon Note" and,
          together with the Amortized Note, the "Purchase Notes"); and

     c.   a warrant to purchase 180,000 shares of Common Stock, par value $0.001
          per share, of Buyer, in the form attached as Exhibit C (the "Warrant"
          and, together with the Purchase Notes, the "Purchase Price").


                                        3
<PAGE>
     The Purchase Notes shall be secured pursuant to a Security Agreement
     substantially in the form attached as Exhibit D (the "Security Agreement").
     At the request of Buyer, the Purchase Notes shall be subject to a
     subordination agreement between Buyer, Seller and Senior Creditors (as
     defined in the Purchase Notes) in form and substance required by such
     creditors and reasonably acceptable to Seller, it being understood that
     Seller need not agree to any terms less favorable to it (including without
     limitation the amount of senior debt as to which the Purchase Notes are
     subordinated) than those set forth in the Purchase Notes.

1.6  Time and Place of Closing. The Closing shall be consummated
     contemporaneously with the execution of this Agreement at the offices of
     Parent in Bedford, MA at 10:00 a.m., on January 13, 2003, via facsimile,
     overnight courier or in such other manner as does not require Buyer to
     attend in person. If necessary, the Closing shall occur at such other
     place, date or time as may be fixed by mutual agreement of the parties. The
     date of the Closing is referred to herein as the "Closing Date".

1.7  Current Asset and Liability Allocation. At the Closing:

     a.   Seller will retain all cash and Receivables and all proceeds
          therefrom.

     b.   Schedule 1.7 sets forth a detailed list, including aging data, of the
          Receivables and Payables immediately prior to the Effective Date.
          Except as specifically set forth herein to the contrary, Seller shall
          be entitled to the proceeds of all Receivables and shall be obligated
          to pay all Payables. Buyer hereby agrees that if any amounts are
          received by Buyer in respect of the Receivables, then all such amounts
          shall be held in trust and paid over to Seller within 10 days of
          receipt of such amounts by Buyer. If Buyer receives any invoices for
          Payables, Buyer agrees to forward such invoices to Seller within 10
          days of receipt of such invoices by Buyer. Any proceeds of accounts
          receivable of Buyer arising from the conduct of the Business from and
          after the Effective Date shall be the property of Buyer.

     c.   Any payments received by Seller or Buyer from a debtor that owes both
          Receivables and an account receivable of Buyer arising from and after
          the Effective Date shall be deemed to be a payment on the oldest
          receivable so owed which is not subject to a bona fide claim asserted
          in writing by the payor.

     d.   Buyer shall be responsible for all expenses related to the conduct of
          the Business from and after the Effective Date, and Buyer shall be
          entitled to all revenue and other assets generated by the conduct of
          the Business from and after the Effective Date. Buyer shall be
          obligated to reimburse Seller for all prepaid expenses of the Business
          that relate to the period from and after the Effective Date, and
          Seller shall be obligated to turn over to Buyer amounts representing
          prepaid revenue attributable to the period from and after the
          Effective Date. To the extent practicable, rent, insurance, ad valorem
          taxes, payroll and any other of such identifiable expenses (including
          an amount agreed as an adjustment sufficient to enable Buyer to
          procure necessary Office and SQL licenses from Microsoft, and other
          amounts listed) will be allocated, pro rated and settled at the
          Closing in accordance with Schedule 1.7. To the extent such items are

                                        4
<PAGE>
          not able to be settled at the Closing, Buyer and Seller shall continue
          to be responsible therefor and shall settle such items promptly after
          receipt of additional settlement statements from each other.

1.8  Allocation of Purchase Price. Within 30 days of the Closing, Seller will
     furnish to Buyer an allocation of the Purchase Price among the Purchased
     Assets, which allocation shall be subject to the approval of Buyer, such
     approval to not be unreasonably withheld. The parties agree to take
     reporting positions consistent with such allocation for U.S. federal, state
     or local tax purposes.

1.9  Closing Deliveries. At the Closing:

     a.   Buyer shall execute and deliver to Seller or its designee the Purchase
          Notes and the Warrant.

     b.   Buyer and Seller shall execute and deliver to each other an Assignment
          and Assumption Agreement and Bill of Sale, in the form attached hereto
          as Exhibit E (the "Assignment Agreement").

     c.   Seller shall deliver to Buyer copies, and, to the extent they are in
          the possession of Seller or Parent, originals of all Assumed Contracts
          (Parent being entitled to retain the original of all Assumed Contracts
          to which it is a party or that otherwise obligated or obligate Parent
          to perform services or deliver products), the Business Records, which
          copies or originals shall be available at the Closing or otherwise at
          the Premises. (Seller shall be entitled to retain a copy of any of the
          foregoing.) Seller shall execute and deliver or cause to be delivered
          to Buyer against execution and delivery of the Purchase Notes good and
          sufficient instruments of transfer to transfer to Buyer all of
          Seller's right, title and interest in and to the Purchased Assets,
          free and clear of all Encumbrances.

     d.   Buyer shall execute and deliver a Security Agreement securing Buyer's
          obligations under the Purchase Notes, together with such additional
          agreements, instruments and documents as are necessary to perfect in
          Seller the security interests contemplated in Exhibit D and this
          Agreement.

     e.   The parties shall execute and deliver a License and Support Agreement
          in the form attached as Exhibit F (the "License Agreement").

     f.   Seller shall deliver to Buyer the legal opinion of its general counsel
          substantially in the form attached hereto as Exhibit G, and Buyer
          shall deliver to Seller the legal opinion of its counsel substantially
          in the form attached hereto as Exhibit H. Seller shall reimburse Buyer
          up to 50% of the incremental legal fees incurred by Buyer in obtaining
          its opinion, such reimbursement not to exceed $2,500.

     g.   Seller and Parent shall deliver to the 12/31/02 Statement of Assets
          and Liabilities (as defined in Section 2.17).


                                        5
<PAGE>
     h.   Buyer will deliver to Parent a copy of the commitment letter referred
          to in Section 3.6.

1.10 Access; Further Assurances. After the Closing, Buyer shall afford to Parent
     and its accountants and attorneys reasonable access during Buyer's normal
     business hours and upon reasonable notice to the books and records of
     Seller delivered to Buyer pursuant to this Agreement and shall permit
     Seller to make copies therefrom (at Seller's expense) for the purpose of
     preparing such tax returns of Seller as may be required after the Closing,
     for complying with its obligations under applicable securities, tax,
     environmental, employment or other laws and regulations, for the defense of
     claims, and for other proper purposes approved in writing by Buyer (Seller
     may retain copies of such books and records as Seller reasonably
     anticipates will be required for such purposes). After the Closing, Seller
     shall afford to Buyer and its accountants and attorneys reasonable access
     during Seller's normal business hours and upon reasonable notice to the
     books and records of Seller to the extent required by Buyer to comply with
     its obligations under applicable securities, tax, environmental, employment
     or other laws and regulations, and for other proper purposes approved in
     writing by Seller (Buyer may retain copies of such books and records as
     Buyer reasonably anticipates will be required for such purposes). Buyer and
     Seller from time to time after the Closing, at the request of either party
     and without further consideration, shall execute and deliver such further
     instruments, agreements and documents, and take such other action as may
     reasonably be required to more effectively transfer the Purchased Assets
     and the Assumed Liabilities to Buyer, and to consummate the other
     transactions contemplated herein.

1.11 Contracts and Consents Buyer agrees to pay, perform and discharge when due
     all obligations, debts and liabilities of Seller and/or Parent arising from
     and after the Effective Date pursuant to the Assumed Contracts listed on
     Schedule 1.1(h); provided, however, that Buyer shall not have any
     obligation with respect to any such obligations, debts and liabilities that
     are not specified in writing in the Assumed Contracts or otherwise
     disclosed in Schedule 1.1(h) or actually known by Buyer. Buyer shall be so
     obligated with respect to the Assumed Contracts whether or not a Consent of
     the counter-party thereto is required and whether or not any required
     Consent has been obtained; provided, however, that Parent shall indemnify
     Buyer for any liabilities and expenses incurred by Buyer that are solely
     related to the failure to obtain any required Consent, and provided,
     further, that Buyer will indemnify Seller and Parent for any liabilities
     and expenses, arising from and after the Effective Date, that are related
     to Buyer's performance or non-performance of any Assumed Contracts (other
     than in respect of the failure to obtain a required Consent). Buyer will
     use commercially reasonable efforts to secure the discharge of Seller and
     Parent from, and Seller and Parent will use commercially reasonable efforts
     to secure the assignment to Buyer of, any Assumed Contracts. To the extent
     that the transactions contemplated by this Agreement require the Consent
     under any Assumed Contract, Buyer, Parent and Seller will use commercially
     reasonable efforts to secure such Consents as they mutually agree are
     necessary and appropriate, with any out-of-pocket costs to secure such
     Consents being the responsibility of Seller. To the extent that the
     assignment of any Assumed Contract shall require the Consent of other
     parties thereto, this Agreement shall not constitute an assignment thereof
     (even though Buyer shall be obligated to Seller and Parent to perform

                                        6
<PAGE>
     thereunder and shall be entitled to the benefits therefrom). Buyer agrees
     to consummate the transactions contemplated by this Agreement whether or
     not Seller has secured all necessary third party Consents to the Assumed
     Contracts. To the extent necessary, each party agrees to cooperate with the
     other in any reasonable arrangement designed to transfer to Buyer the
     benefits and obligations of any Assumed Contract, including, but not
     limited to, having (a) Buyer act as agent for Seller, and (b) Seller
     enforce for the benefit of Buyer any and all rights of Seller against the
     other party thereto (including rights arising out of the cancellation by
     such other party or otherwise). Anything herein to the contrary
     notwithstanding, Seller will not assign to Buyer any Contract to which
     Parent is a party or which otherwise requires Parent to render services or
     deliver products; as to such of those Contracts which relate in any portion
     to the Business or the Products, Buyer will remain obligated to perform all
     services and deliver all Products that relate to the Business or the
     Products and Buyer shall be entitled to the benefits thererom. In addition,
     certain additional provisions relating to support, maintenance and warranty
     services of existing customers are contained in the License Agreement.


ARTICLE 2.  REPRESENTATIONS AND WARRANTIES OF SELLER.

     Seller hereby represents and warrants to Buyer that the statements
contained in this Article 2 are true and correct, except as set forth in the
Disclosure Schedule attached hereto.

2.1  Organization and Qualification of Seller. Seller is a corporation duly
     organized, validly existing and in good standing under the laws of the
     State of Delaware, with full power and authority to own, operate or lease
     its properties and to conduct its business in the manner and in the places
     where such properties are owned or leased or such business is conducted by
     it.

2.2  Title to Assets. Seller has good and valid title to all of the Purchased
     Assets, free and clear of all Encumbrances (other than for taxes on
     personal property not yet due and payable). At the Closing, Seller will
     sell, convey, assign and transfer and deliver to Buyer good and valid title
     to all of the Purchased Assets, free and clear of any such Encumbrances.

2.3  Authorization of Transaction. Seller has the unrestricted and absolute
     power, authority and capacity to execute and deliver this Agreement and the
     Ancillary Agreements to which it is a party and to perform its obligations
     hereunder and thereunder, and to carry out the transactions contemplated
     hereby and thereby. All necessary action, corporate or otherwise, has been
     taken by Seller and by the Parent to approve and authorize the execution,
     delivery and performance by Seller and Parent of this Agreement and each of
     the Ancillary Agreements and the transactions contemplated hereby and
     thereby to which it is a party. This Agreement has been, and each Ancillary
     Agreement will be at the Closing, duly executed and delivered by Seller and
     the Agreement and each Ancillary Agreement is, or upon the Closing will be,
     the legal, valid and binding obligation of Seller, enforceable against
     Seller in accordance with its terms.

2.4  No Conflict of Transaction With Obligations and Laws. Except as set forth
     on Schedule 2.4, neither the execution, delivery and performance of this
     Agreement or any Ancillary Agreement, nor the performance of the

                                        7
<PAGE>
     transactions contemplated hereby and thereby, will: (i) require any Consent
     of or declaration, filing or registration with any person, including any
     Governmental Authority; (ii) conflict with or constitute (with or without
     the passage of time or the giving of notice) a breach of, or default under,
     any debt instrument to which Seller is a party, or give any person the
     right to accelerate any indebtedness or terminate, any right; (iii)
     conflict with or constitute (with or without the passage of time or giving
     of notice) a default under or breach of any other agreement, instrument or
     obligation to which Seller is a party or by which it or its assets are
     bound; (iv) result in the creation of any Encumbrance upon any Purchased
     Assets; (v) violate any Court Order or Law, or give any Government
     Authority or other person the right to exercise any remedy or obtain any
     relief under any Court Order or Law, to which Seller is subject or by which
     the Purchased Assets are bound, or (vi) violate of any of the terms or
     requirements of, or give any Governmental Authority the right to terminate
     or modify any Government Authorization.

2.5  Government Authorizations. Seller holds all Government Authorizations which
     are required to own its properties and assets and to permit it to conduct
     its businesses as presently conducted. All such Government Authorizations
     are valid and in full force and effect, and Buyer shall have full benefit
     of the same (to the extent transferable). No proceeding is pending or, to
     the Knowledge of Seller, threatened seeking the revocation or limitations
     of any Government Authorization.

2.6  Litigation. There is no action, suit, claim, proceeding, investigation or
     arbitration proceeding pending, or to the knowledge of any officer of
     Parent, threatened in writing against or otherwise involving the Business
     or the Purchased Assets, by or before any arbitrator or Governmental
     Authority, as the case may be, nor, to the knowledge of any officer of
     Parent, are there any investigations relating to the Business or any of the
     Purchased Assets pending or threatened by or before any arbitrator or
     Governmental Authority, as the case may be, as to which written notice has
     been given to Parent or Seller. There are no outstanding Court Orders to
     which Seller is a party or by which any of the Purchased Assets are bound,
     except for items that would not be reasonably likely to give rise to a
     Material Adverse Effect. There is no action, suit or judicial or
     administrative proceeding pending or, to the Knowledge of Seller or Parent,
     threatened against Seller relating to the transactions contemplated by this
     Agreement.

2.7  Contracts. With respect to the Assumed Contracts, except as otherwise
     disclosed in Schedule 2.7; (i) all of the Assumed Contracts are in full
     force and effect, Seller has paid all amounts currently due thereunder
     (other than immaterial amounts withheld relating to performance disputes)
     and satisfied all other material obligations accrued to date thereunder and
     Seller has not received any written notice of default with respect to any
     material Assumed Contract, which default remains in effect; and (ii) Seller
     has not given written notice of default in respect of any material Assumed
     Contract, which default remains in effect.

2.8  Intellectual Property. Schedule 2.8 is a true and complete list of all of
     the Intellectual Property that is registered or that consists of a written
     application therefor. Seller has taken reasonable measures to protect the
     Intellectual Property. Except as set forth in Schedule 2.8, Seller owns all


                                        8
<PAGE>
     such Intellectual Property (provided, however that this sentence does not
     imply a warranty as to good title in or to any patents). Neither Seller nor
     Parent has received written notice within the past two years that the
     Intellectual Property infringes the patents, copyrights, trade secrets or
     trademarks of a third party. Neither Seller nor Parent has asserted in
     writing an infringement claim against a third party with respect to the
     Intellectual Property within the past two years. Except as set forth on
     Schedule 2.8, and except for such of the following as have been entered
     into in the ordinary course of business, there are no outstanding options,
     licenses or agreements of any kind relating to the Intellectual Property,
     nor is Seller bound by or a party to any options, licenses or agreements of
     any kind with respect to the Intellectual Property that are necessary for
     the Business.

2.9  Employee Benefit Matters; Labor; Employment. Except as set forth on
     Schedule 2.9:

     a.   Neither Seller nor any corporation, trade, business, or entity under
          common control with Seller, within the meaning of Section 414(b), (c),
          (m), or (o) of the Code or Section 4001 of ERISA, ("Commonly
          Controlled Entity") has contributed to or has an obligation to
          contribute to, nor has Seller or any Commonly Controlled Entity at any
          time within six years prior to the Closing Date contributed to or had
          an obligation to contribute to, either (1) a multiemployer plan within
          the meaning of Section 3(37) of ERISA or (2) any plan subject to Title
          IV of ERISA;

     b.   All obligations of Seller, whether arising by operation of law or by
          contract, required to be performed under Section 4980B of the Code (or
          similar state law) have been performed;

     c.   Seller shall retain or assume each Employee Benefit Plan, and Buyer
          shall not assume or be liable for any of the obligations under any
          Employee Benefit Plan maintained by a Commonly Controlled Entity;

     d.   Seller has no labor union contracts.

2.10 Compliance with Laws. Seller is, and at all times prior to the Closing
     Date, has been in material compliance with all Laws (including with
     limitation statutes, orders, rules, ordinances and regulations pertaining
     to health, safety and environmental matters) applicable to the ownership or
     operation of the Business, and Seller has not received written notice of
     any violation or claim of any violation of any Laws applicable to the
     Business.

2.11 Leased Real Property. The Office Lease is the only leasehold interest of
     Seller in real property relating to the Business as now conducted. The
     Office Lease is a binding and valid obligation of Seller and is in full
     force and effect. Seller is not in default under the Office Lease. Subject
     to obtaining written consent of the Lessor to the Lease Assignment, Seller
     has full legal power and authority to enter into the Lease Assignment with
     Buyer.

                                        9
<PAGE>
2.12 Taxes. Seller has timely filed or caused to be filed all Tax Returns
     affecting the Business or the Purchased Assets which are required to be
     filed by Seller, all such Tax Returns which have been filed are accurate
     and complete in all material respects, and Seller has timely paid all Taxes
     shown on such returns or on any Tax assessment received by Seller to the
     extent such Taxes have become due (except to the extent such Taxes are
     being contested in good faith by Seller, which contests are listed on the
     Disclosure Schedule). Seller is not currently the beneficiary of any
     extension of time within which to file any Tax Return. There are no Liens
     for Taxes upon the Business or the Purchased Assets, other than statutory
     liens for Taxes not yet due and payable. Seller has not received notice of
     any Tax deficiency or delinquency applicable to the Business. To the
     Knowledge of Seller, there are no legal, administrative, or Tax proceedings
     pursuant to which Seller is or could reasonably be made liable for any
     taxes, penalties, interest, or other charges, the liability for which could
     extend to Buyer as transferee of the Business or the Purchased Assets. None
     of the Purchased Assets directly or indirectly secures any debt the
     interest on which is exempt from tax under ss.103(a) of the Code, and none
     of the Purchased Assets is "tax-exempt use property" within the meaning of
     ss.168(h) of the Code.

2.13 Insurance. Except as set forth on Schedule 2.13, there have been no claims
     in excess of $25,000 in any single instance, made under any insurance
     policies maintained by or for the benefit of Seller with respect to Hired
     Employees or the Purchased Assets within the past three years.

2.14 No Commissions. Neither Seller nor any person on Seller's behalf has
     incurred any finder's, broker's or agent's fees or commissions or similar
     compensation in connection with the transactions contemplated hereby which
     would impose any obligation or liability upon Buyer.

2.15 Financial Statements. An unaudited Statement of Assets and Liabilities of
     the Business as at December 31, 2002 (the "Statement of Assets and
     Liabilities") is attached as Schedule 2.15. There is no material liability
     of the Business of Seller accrued as of that date that is being assumed by
     Buyer pursuant to this Agreement that is not reflected on the Statement of
     Assets and Liabilities. No such liabilities have been incurred by Seller
     since the date of the Statement of Assets and Liabilities other than in the
     ordinary course of business.

2.16 Absence of Certain Changes or Events. From and after the Effective Date,
     except as contemplated by or as disclosed in this Agreement, Seller has
     conducted the Business only in the ordinary course and in a manner
     consistent with past practice and, since such time, there has not been any
     Material Adverse Effect on the Purchased Assets or the Business.

2.17 No Other Representations. Buyer acknowledges that it has been given full
     access to all information concerning Seller that it has requested, that
     Buyer is familiar with the Business and the Purchased Assets, and Buyer is
     satisfied with their condition. Except as specifically stated in this
     Article 2, Seller makes and Buyer receives no other representations or
     warranties of any kind or description, and the Purchased Assets and the
     Business are being sold by Seller and are accepted by Buyer "As-Is", and in
     their present condition. In addition, Parent and Seller make no
     representation, and none of Seller's or Parent's representations,
     warranties, covenants or agreements contained herein shall be construed to
     represent or warrant that the Purchased Assets are sufficient for Buyer to
     operate the Business.

                                       10
<PAGE>
ARTICLE 3.  REPRESENTATIONS AND WARRANTIES OF BUYER.

     Buyer hereby represents and warrants to Seller as follows:

3.1  Organization and Capitalization of Buyer; No Material Business Operations.
     Buyer is a corporation duly organized, validly existing and in good
     standing under the laws of the State of Delaware with full power and
     authority to own or lease its properties and to conduct its business in the
     manner and in the places where such properties are owned or leased or such
     business is conducted by it. Buyer was incorporated in the State of
     Delaware on December 9, 2002. Prior to the Closing Date, Buyer has not
     conducted any material business operations other than those conducted in
     connection with the consummation of the transactions contemplated by this
     Agreement.

3.2  Capitalization.

     a.   The authorized capital stock of Buyer consists of 7,000,000 shares of
          common stock, par value $0.001, of Buyer ("Common Stock"), of which
          3,420,000 shares are issued and outstanding, and 3,000,000 shares of
          preferred stock, par value $0.001, of Buyer, of which none are issued
          and outstanding. The outstanding shares of Common Stock are all duly
          and validly authorized and issued, fully paid and nonassessable. Buyer
          has reserved 180,000 shares of Common Stock to be issued upon exercise
          of the Warrant, and 400,000 shares of Common Stock to be issued
          pursuant to a Stock Incentive Plan to be implemented by Buyer after
          Closing.

     b.   The outstanding shares of Common Stock are owned by the stockholders
          and in the numbers specified in Schedule 3.2 hereto.

     c.   Except as contemplated by this Agreement and other than right of first
          offer and special purchase rights provisions contained in the
          Stockholders Agreement, dated as of January 6, 2003, a copy of which
          has been furnished to Seller), there are no (i) outstanding or
          authorized subscriptions, warrants, options or other rights granted by
          Buyer or its equity holders to purchase or acquire, or preemptive
          rights with respect to the issuance or sale of, any equity interest in
          Buyer, or which obligate or may obligate Buyer to issue any additional
          interest in its equity or any securities convertible into or
          evidencing the right to subscribe for any portion of its equity, (ii)
          other securities of Buyer directly or indirectly convertible into or
          exchangeable for any portion of the equity in Buyer, (iii) agreements
          relating to the voting of Buyer's equity, (iv) Encumbrances on the
          transferability of Buyer's equity, or (v) other agreements between
          Buyer and any other person relating to Buyer's equity.

     d.   Buyer does not own any securities issued by any other business
          organization or governmental authority. Buyer has no subsidiaries, and
          is not a partner or participant in any joint venture or partnership of
          any kind.

                                       11
<PAGE>
3.3  Authorization of Transaction. Buyer has the unrestricted and absolute
     power, authority and capacity to execute and deliver this Agreement and the
     Ancillary Agreements to which it is a party and to perform its obligations
     hereunder and thereunder, and to carry out the transactions contemplated
     hereby and thereby. All necessary action, corporate or otherwise, has been
     taken by Buyer to approve and authorize the execution, delivery and
     performance of this Agreement and each of the Ancillary Agreements and the
     transactions contemplated hereby and thereby. This Agreement has been, and
     each Ancillary Agreement will be at the Closing, duly executed and
     delivered by Buyer and the Agreement and each Ancillary Agreement is, or
     upon the Closing will be, the legal, valid and binding obligation of Buyer,
     enforceable against Buyer in accordance with its terms.

3.4  No Conflict of Transaction with Obligations and Laws. Neither the
     execution, delivery and performance of this Agreement or any Ancillary
     Agreement, nor the performance of the transactions contemplated hereby and
     thereby, will: (i) require any Consent; (ii) conflict with or constitute
     (with or without the passage of time or the giving of notice) a breach of,
     or default under, any debt instrument to which Buyer is a party, or give
     any person the right to accelerate any indebtedness or terminate, any
     right; (iii) conflict with or constitute (with or without the passage of
     time or giving of notice) a default under or breach of any other agreement,
     instrument or obligation to which Buyer is a party or by which it or its
     assets are bound; (iv) result in the creation of any Encumbrance upon any
     Purchased Assets; (v) violate any Court Order or Law, or give any
     Government Authority or other person the right to exercise any remedy or
     obtain any relief under any Court Order or Law, to which Buyer is subject
     or by which the Purchased Assets are bound, or (vi) violate of any of the
     terms or requirements of, or give any Governmental Authority the right to
     terminate or modify any Government Authorization.

3.5  No Commissions. Neither Buyer nor any person on Buyer's behalf has incurred
     any finder's, broker's or agent's fees or commissions or similar
     compensation in connection with the transactions contemplated hereby which
     would impose any obligation or liability upon Seller.

3.6  Commitment for Financing. Prior to the date hereof, Buyer, or one or more
     stockholders of Buyer on Buyer's behalf, has secured a commitment letter
     for a working capital line of credit of at least $2,000,000 from a
     commercial or institutional lender. A copy of that letter has been
     delivered to Parent.


ARTICLE 4.  AGREEMENTS OF THE PARTIES.

4.1  Employee Matters. Set forth on Schedule 4.1 is a complete list of all
     employees of Seller. It is the parties' mutual intent (i) that Buyer shall
     have the opportunity and shall offer to employ substantially all of the
     employees of Seller as of the Closing Date, (ii) that Seller shall have
     responsibility for all obligations to such employees arising prior to the
     Effective Date and all severance obligations to the Terminated Employees,
     except as otherwise specifically set forth herein, and (iii) that Buyer
     shall have responsibility for all obligations for such employees who become
     employees of and actually perform services for Buyer from and after the
     Effective Date ("Hired Employees"), as follows:

                                       12
<PAGE>
     a.   Buyer has extended firm offers to at least 90% of Seller's employees.
          All such offers provide for cash compensation that is substantially
          equivalent to that being paid by Seller, other than as shown in a
          written notice previously delivered to Seller. Each such offer was
          under a letter of employment which contains a comprehensive release of
          Seller and Parent, substantially in the form attached hereto as
          Exhibit J.

     b.   Seller shall be responsible for all wages, commissions and other
          compensation for such Hired Employees up to but not including the
          Effective Date, and Seller shall be responsible for all wages,
          commissions, compensation and benefits (and related Taxes) for all
          employees of Seller who are not Hired Employees. Schedule 4.1 contains
          a true and correct accounting of all accrued vacation, other days off
          and severance benefits of each of Seller's employees.

     c.   Buyer and Seller shall cooperate to effect a rollover of the 401(k)
          accounts maintained on behalf of the Hired Employees to accounts
          created on behalf of such Hired Employees under a 401(k) plan to be
          established by Buyer; Buyer will reimburse Seller for the non-vested
          portion of such accounts which are rolled over as an adjustment on
          Schedule 1.7.

     d.   If, as of the Closing, more than five employees of Seller do not
          accept an offer of employment with Buyer (each such non-accepting
          employee or employee not offered employment by Buyer, a "Terminated
          Employee"), Seller shall be solely responsible to pay all of its
          accrued vacation, sick pay and severance obligations owed to all such
          Terminated Employees; provided that, subject to the Closing, Buyer
          shall be obligated to pay Seller a dollar amount equal to the positive
          difference, if any, resulting from subtracting 5 from the total number
          of Terminated Employees, divided by the total number of Terminated
          Employees, then multiplied by the total amount of all accrued
          vacation, sick pay and severance paid by Seller to all Terminated
          Employees. Seller shall provide Buyer with written documentation
          reasonably acceptable to Buyer accounting for all such payments, and
          Buyer shall pay Seller the dollar amount referred to in the preceding
          sentence within 30 days after receipt of such accounting.

     e.   If any Terminated Employee to whom Seller makes a Severance Payment
          becomes an employee of Buyer following the Closing Date, Buyer shall
          pay to Seller (with credit for the total amount paid by Buyer pursuant
          to the preceding subparagraph (c) divided by the total number of
          Terminated Employees), within 30 days of hiring such Terminated
          Employee, an amount equal to product of the amount of such Severance
          Payment multiplied by the applicable percentage as set forth below:

          (i)  100%, if such Terminated Employee is hired by Buyer during the
               period from the Closing Date until the date that is six months
               following the Closing Date; and

          (ii) 50%, if such Terminated Employee is hired by Buyer during the
               period beginning six months following the Closing Date and ending
               one year after the Closing Date.

                                       13
<PAGE>
     f.   Buyer shall be responsible for all wages, benefits and other
          obligations for all Hired Employees accruing from and after the
          Effective Date (including all Taxes and related contributions and all
          group medical, dental or death benefits for expenses incurred, related
          to or arising from, events occurring from and after the Effective
          Date, or death or disability occurring from and after the Effective
          Date).

     g.   As permitted by Revenue Procedure 96-60, Seller shall be responsible
          to provide Hired Employees a statement on Form W-2 covering calendar
          year 2002. Buyer shall be responsible for issuing W-2s for all periods
          beginning from and after the Effective Date for each such employee.

     h.   Seller will provide all notices and any continuation of health benefit
          coverage required to be provided to any of its employees (which may
          include employees of Seller who are not hired by Buyer), or the
          beneficiaries or dependents of such employees, under the Consolidated
          Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), to the
          extent such notices and continuation of health benefit coverage are
          required to be provided by Seller by reason of events occurring prior
          to the Closing Date, by reason of the transactions contemplated by
          this Agreement, or by reason of Buyer's failure to hire any current
          employee of Seller. Buyer shall have the option to offer substitute
          coverage, or reimburse the employees of Seller who are hired by Buyer
          for all or any portion of their monthly COBRA expense. Buyer shall
          reimburse Seller for all costs incurred by Seller and described in
          this subparagraph to the extent they relate to Hired Employees.

     i.   Parent and Seller hereby releases all of its employees (and waives any
          related claims against Buyer) from any existing non-competition or
          employment covenants to the extent inconsistent with the provisions of
          this Section 4.1, but such release in no way affects any provisions
          regarding confidentiality, intellectual property and non-solicitation,
          all of which shall remain in full force and effect.

4.2  Equipment. Buyer will assume all of Seller's obligations under all leases
     of equipment used in Seller's business, a complete and accurate list of
     which is set forth on Schedule 4.2. To the extent that the transactions
     contemplated by this Agreement require the Consent of any third party to
     any such leases, Buyer, Seller and Parent will use commercially reasonable
     efforts to secure such Consent, but failure to obtain any Consent shall not
     relieve Buyer of its obligations under this section, but Buyer shall be
     indemnified for any liabilities and expenses incurred by Buyer that are
     related to the failure to obtain any such required third party Consents.

4.3  Non-Competition. Each of the parties acknowledges that Parent is licensing
     certain of the Products from Buyer pursuant to the License Agreement. In
     connection with such License Agreement, for a period ending on the earlier
     of (i) the date on which a Change in Control of Parent occurs, or (ii) the
     expiration of three (3) years from the Effective Date, or (iii) upon the
     occurrence of an "Event of Default" under either of the Purchase Notes (the
     term "Event of Default" has the meaning given such term in the respective
     Purchase Note), Parent agrees to the following restrictions:


                                       14
<PAGE>
     a.   Parent will not, using the Products, offer or provide industrial
          product content normalization services ("Competing Services"), and
          will not license the Products to others for the purpose of providing
          Competing Services; provided, that, subject to the License Agreement,
          Parent is permitted to license the Products to Customer(s) for the
          purpose of enabling the Customer(s) to normalize industrial product
          content for its (their) own internal business purposes, including the
          creation of normalized or transactionable content for use by and
          between the Customer(s) and its (their) vendors, suppliers, customers
          and other business partners (such Customer(s) shall not be authorized
          to generally offer Competing Services); and

     b.   Parent will not divest, distribute or otherwise dispose of its
          licenses to the Products as part of any transaction that results in or
          creates a business or entity, whether owned by Parent or otherwise,
          that derives a substantial portion of its revenue from the delivery of
          Competing Services. For this purpose, "Customer", means any person
          that is at any time authorized by Parent to use a Product.

4.4  Non-Solicitation. Each party recognizes that the employees of the other
     party are its primary and most important asset. Except as otherwise
     contemplated by this Agreement, for two years following the Closing, each
     party agrees not to (i) induce, entice or attempt to hire or employ,
     directly or indirectly, any employee of the other party or its affiliates
     on behalf of such party or any other person, (ii) induce or attempt to
     induce any employee of the other party or its affiliates to leave the
     employ or cease doing business with the other party or its affiliates, or
     (iii) induce or attempt to induce any individual or entity to violate these
     provisions; provided, that the foregoing shall not prevent either party
     from employing any person for whom such party has evidence that such person
     responded to a mass media solicitation or advertisement that is not
     directed at employees of the other party.

4.5  Transition Assistance. Seller will provide Buyer with Siebel, Lotus Notes
     and support for its other information technology infrastructure, accounting
     and other processes for a reasonable period of time, pursuant to a
     transition plan to be documented and agreed by the parties. If this
     assistance continues beyond 30 days, Buyer will compensate Seller for its
     fully loaded costs as calculated by Parent in good faith pursuant to GAAP
     (or if GAAP does not provide a standard, using its internal allocation
     methods as used for budgeting purposes). Under no circumstances is Seller
     required to continue this assistance for more than 90 days.

4.6  Removal of Information. Except as specifically provided herein or in the
     Ancillary Agreements, each party shall return to the other party, or
     destroy, all information related to the other party's business operations
     as they exist immediately following Closing. Without limiting the
     foregoing:

     a.   Buyer will return all MAXIMO, Collego, MainControl, MC/Empower, OCS
          and other software, documentation, marketing materials and information
          related to Parent's business, and Buyer shall destroy all copies,
          extracts, printouts and other tangible and electronic embodiments of
          Parent's sales, customer, pipeline, support, services, accounting,
          tax, personnel, marketing, product, technology, strategic and other
          proprietary or confidential information.

                                       15
<PAGE>
     b.   Parent and Buyer will negotiate in good faith with a view to their
          executing and delivering to each other Parent's standard form of
          development partner license agreement. Pursuant to such agreement, if
          it is so executed and delivered, Parent will grant to Buyer, and Buyer
          will accept from Parent, a fully-paid, royalty-free and non-exclusive
          right and license to use Parent's MAXIMO software development kit and
          related documentation, for the sole purposes of enabling Buyer to
          maintain and improve the current and future integration between the
          Products and the MRO Products. For this purpose, "MRO Products", means
          those software products currently marketed by Parent under the
          trademark "MAXIMO", and all products which may be added to or sold in
          conjunction with the MAXIMO product line, and all future products
          which may be marketed by Parent under any name or mark whatsoever.

     c.   Seller will (after delivering the same to Buyer) remove from its
          systems all customer, pipeline, support, services and other business
          information exclusively related to the Products or the Business,
          except for such copies as Seller is permitted to retain pursuant to
          Sections 1.4, 1.9(c), 1.10 and elsewhere in this Agreement.

     d.   Within not more than two days following the Closing Date, Seller will
          change its name to a name that does not contain the word "Intermat" or
          any similar word(s), and Buyer may change its name to Intermat, Inc.
          or any other name of Seller's choosing which is not similar to any of
          Parent's corporate name, domain names or common law or registered
          trademarks or product names. Seller, Parent and Buyer will execute
          such consents or other documentation as necessary to facilitate these
          provisions.

4.7  Sales and Transfer Taxes. Seller shall be solely responsible for, and shall
     pay and discharge, any and all Massachusetts sales and transfer Taxes, if
     any, payable in connection with or as a result of the sale of the Purchased
     Assets hereunder, and Buyer shall be solely responsible for, and shall pay
     and discharge, any and all other sales and transfer Taxes, if any, payable
     in connection with or as a result of the sale of the Purchased Assets
     hereunder. Seller shall pay and discharge and be solely responsible for all
     unpaid Taxes of any kind that Seller incurred prior to the Effective Date
     and relating to the Business or the Purchased Assets.

4.8  Texas State Tax Certificate. Within a reasonable period of time (not to
     exceed 30 days) following the Closing, Seller shall deliver to Buyer a
     properly executed receipt or certificate from the Texas Comptroller stating
     that no Taxes are then due with respect to the Business or the Purchased
     Assets, or the amount, if any, of Taxes, interest or penalties that Seller
     owes for any period up to the Effective Date.


                                       16
<PAGE>
4.9  Assignment of Lease. Within a reasonable period of time following the
     Closing, Seller and Buyer shall execute and deliver to each other a Lease
     Assignment Agreement, in form mutually agreeable to the parties and the
     landlord (the "Lease Assignment"), providing Buyer the right to the
     possession and use of the Premises under the terms of that certain Office
     Lease (the "Office Lease") between Seller and Crescent Real Estate Funding
     III, L.P. ("Lessor") dated August 29, 1997, as amended, related to the
     Premises. Seller shall deliver to Buyer a written Consent of the Lessor
     consenting to the Lease Assignment, in form and substance reasonably
     satisfactory to Buyer.


ARTICLE 5. INDEMNIFICATION.

5.1  Indemnification by Seller.

     a.   Subject to the limitations in paragraph (b) below, Seller and Parent
          agree, jointly and severally, to defend, indemnify and hold harmless
          Buyer's Indemnified Persons from and against all Losses directly or
          indirectly incurred by or sought to be imposed upon any of them
          resulting from or arising out of:

          (i)  any breach of any of the representations, warranties or covenants
               made by Seller in or pursuant to this Agreement, and Ancillary
               Agreement, or in any agreement, document or instrument
               contemplated hereby;

          (ii) any fraud or intentional misrepresentation by Seller; and

          (iii) in respect of any Excluded Liability.

     b.   The right to indemnification under paragraph (a) is subject to the
          following limitations:

          (i)  Seller shall have no liability under paragraph (a) unless one or
               more of Buyer's Indemnified Persons gives written notice to
               Seller asserting a claim for Losses, including reasonably
               detailed facts and circumstances pertaining thereto, before the
               expiration of one year from the Closing Date, except that for any
               claim based upon a covenant or undertaking which by its terms is
               to be performed after the Closing, then the one year period above
               shall commence on the date when such covenant or agreement should
               have been performed;

          (ii) Indemnification for claims under paragraph (a) above shall be
               payable by Seller only if the aggregate amount of all Losses
               thereunder by Buyer's Indemnified Persons shall exceed $25,000,
               at which point Seller shall be responsible for the entire amount
               of such Losses, including the first $25,000 of such Losses; and


                                       17
<PAGE>
          (iii) Under no circumstances (other than Seller's actual fraud) shall
               Seller's liability hereunder exceed $2,000,000. In no event will
               Seller be required to pay cash in respect of any liabilities
               hereunder beyond the actual cash amount paid by Buyer under the
               Purchase Notes, it being understood that an additional source of
               indemnification payments for Buyer is by way of an offset against
               amounts owing by it under the Purchase Notes, as provided in
               Section 7.2 (any such offset shall apply to the next required
               payment under the Purchase Notes).

5.2  Indemnification by Buyer.

     a.   Subject to the limitations in paragraph (b) below, from and after the
          Closing Date, Buyer shall indemnify and hold harmless Seller's
          Indemnified Persons from any and all Losses directly or indirectly
          incurred by or sought to be imposed upon them resulting from or
          arising out of:

          (i)  any breach of any of the representations, warranties or covenants
               made by Buyer in or pursuant to this Agreement, any Ancillary
               Agreement, or in any agreement, document or instrument
               contemplated hereby;

          (ii) any fraud or intentional misrepresentation by Seller; and

          (iii) in respect of any Assumed Liability.

     b.   The right of indemnification under paragraph (a) above is subject to
          the following limitations:

          (i)  Buyer shall have no liability under paragraph (a) above unless
               one or more of Sellers' Indemnified Persons gives written notice
               to Buyer asserting a claim for Losses, including reasonably
               detailed facts and circumstances pertaining thereto, before the
               expiration of one year from the Closing Date, except that for any
               claim based upon a covenant or undertaking which by its terms is
               to be performed after the Closing, then the one year period above
               shall commence on the date when such covenant or agreement should
               have been performed; and

          (ii) Indemnification for claims under paragraph (a) above shall be
               payable by Buyer only if the aggregate amount of all Losses
               thereunder by Seller's Indemnified Persons shall exceed $25,000,
               at which point Buyer shall be responsible for the entire amount
               of such Losses, including the first $25,000 of such Losses.

          (iii) Under no circumstances (other than Buyer's actual fraud) shall
               Buyer's liability for any breach of its representations or
               warranties (but not its covenants or agreements) hereunder exceed
               $2,000,000.

                                       18
<PAGE>
5.3  Defense of Third Party Actions.

     a.   Promptly after receipt of notice of any Third Party Action, any person
          who believes he, she or it may be an Indemnified Person will give
          notice to the potential Indemnifying Person of such action. The
          omission to give such notice to the Indemnifying Person will not
          relieve the Indemnifying Person of any liability hereunder unless it
          was prejudiced thereby, nor will it relieve it of any liability which
          it may have other than under this Article 5.

     b.   Upon receipt of a notice of a Third Party Action, the Indemnifying
          Person shall have the right, at its option and at its own expense, to
          participate in and be present at the defense of such Third Party
          Action, but not to control the defense, negotiation or settlement
          thereof, which control shall remain with the Indemnified Person,
          unless the Indemnifying Person makes the election provided in
          paragraph (c) below.

     c.   By written notice within 45 days after receipt of a notice of a Third
          Party Action, an Indemnifying Person may elect to assume control of
          the defense, negotiation and settlement thereof, with counsel
          reasonably satisfactory to the Indemnified Person; provided, however,
          that the Indemnifying Person agrees (i) to promptly indemnify the
          Indemnified Person for its expenses to date, and (ii) to hold the
          Indemnified Person harmless from and against any and all Losses caused
          by or arising out of any settlement of the Third Party Action approved
          by the Indemnifying Person or any judgment in connection with that
          Third Party Action. The Indemnifying Persons shall not in the defense
          of the Third Party Action enter into any settlement which does not
          include as a term thereof the giving by the third party claimant of an
          unconditional release of the Indemnified Person, or consent to entry
          of any judgment except with the consent of the Indemnified Person.

     d.   Upon assumption of control of the defense of a Third Party Action
          under paragraph (c) above, the Indemnifying Person will not be liable
          to the Indemnified Person hereunder for any legal or other expenses
          subsequently incurred in connection with the defense of the Third
          Party Action, other than reasonable expenses of investigation.

     e.   Any person who has not assumed control of the defense of any Third
          Party Action shall have the duty to cooperate with the party which
          assumed such defense.

5.4  Miscellaneous.

     a.   Buyer's Indemnified Persons shall not be entitled to indemnification
          under Section 5.1(a) and Sellers' Indemnified Persons shall not be
          entitled to indemnification under Section 5.2(a) with respect to a
          breach of a representation or warranty, if they had clearly
          demonstrable actual knowledge of the matter giving rise to
          indemnification.

     b.   If any Loss is recoverable under more than one provision hereof, the
          Indemnified Person shall be entitled to assert a claim for such Loss
          until the expiration of the longest period of time within which to
          assert a claim for Loss under any of the provisions which are
          applicable.

                                       19
<PAGE>
     c.   The gross amount for which any Indemnifying Person may be liable
          pursuant to this Article 5 shall be reduced by any insurance proceeds
          actually recovered by or on behalf of the Indemnified Person on
          account of the indemnifiable Loss.

5.5  Payment of Indemnification. Claims for indemnification under this Article 5
     shall be paid or otherwise satisfied by Indemnifying Persons within 30 days
     after notice thereof is given by the Indemnified Person.


ARTICLE 6.  DEFINITIONS.

     As used in this Agreement, the following terms have the indicated meanings:

     "Ancillary Agreements" means the Assignment Agreement, the Purchase Notes,
the Security Agreement, the License Agreement, the Warrant, the Lease Assignment
and such other agreements as are to be executed and delivered pursuant to this
Agreement.

     "Buyer's Indemnified Persons" means Buyer, its subsidiary and affiliated
corporations, their respective directors, officers, employees, stockholders,
partners, members, agents, heirs and personal representatives.

     "Closing" means the closing of the purchase and sale provided for in this
Agreement.

     "Code" shall mean the United States Internal Revenue Code of 1986, as
amended. All references to the Code, U.S. Treasury regulations or other
governmental pronouncements shall be deemed to include references to any
applicable successor regulations or amending pronouncement.

     "Consents" means all consents and approvals of Governmental Authorities,
and all consents and approvals of third parties, in each case that are necessary
in order to transfer ownership in the Purchased Assets to Buyer and otherwise to
consummate the transactions contemplated hereby.

     "Constituent Documents" means a party's certificate or articles of
incorporation or organization, bylaws, or other corresponding documents, as
amended.

     "Contracts" means all agreements, licenses, contracts, or other binding
commitments, arrangements or plans, written or oral (including any amendments
and other modifications thereto), to which Seller is a party or is otherwise
bound and which relate primarily to the conduct of the Business or to which
Parent is a party or is otherwise bound and which relate exclusively to the
Business.

     "Court Order" means any court order, judgment, administrative or judicial
order, writ, decree, stipulation, arbitration award or injunction of an
arbitrator or Governmental Authority.

     "Debt" without duplication, means (a) all indebtedness (including the
principal amount thereof or, if applicable, the accreted amount thereof and the
amount of accrued and unpaid interest thereon) of Seller, whether or not
represented by bonds, debentures, notes or other securities, for the repayment
of money borrowed, (b) all deferred indebtedness of Seller for the payment of

                                       20
<PAGE>
the purchase price of property or assets purchased, (c) all obligations of
Seller to pay rent or other payment amounts under a lease of real or personal
property which is required to be classified as a capital lease in accordance
with GAAP, (d) any outstanding reimbursement obligation of Seller with respect
to letters of credit, bankers' acceptances or similar facilities issued for the
account of Seller, (e) any payment obligation of Seller under any interest rate
swap agreement, forward rate agreement, interest rate cap or collar agreement or
other financial agreement or arrangement entered into for the purpose of
limiting or managing interest rate risks, (f) all indebtedness for borrowed
money secured by any Encumbrance existing on property owned by Seller, whether
or not indebtedness secured thereby shall have been assumed, (g) all guaranties,
endorsements, assumptions and other contingent obligations of Seller in respect
of, or to purchase or to otherwise acquire, indebtedness for borrowed money of
others, and (h) all premiums, penalties and change of control payments required
to be paid or offered in respect of any of the foregoing as a result of the
consummation of the transactions contemplated by this Agreement regardless if
any of such are actually paid.

     "Employee Benefit Plans" means any "employee benefit plan" within the
meaning of Section 3(3) of ERISA and any bonus, deferred compensation, incentive
compensation, stock ownership, stock purchase, stock option, phantom stock,
vacation, severance, disability, death benefit, hospitalization or insurance
plan providing benefits to any present or former employee or contractor of
Seller or any member of the ERISA Group maintained by any such entity or as to
which any such entity has any liability or obligation.

     "Encumbrance" means any lien, option (including right of first refusal or
first offer), encumbrance, restriction, mortgage, pledge, security interest,
claim or charge of any kind or character.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Group" shall mean the collective reference to Seller and any other
trades or businesses under common control with Seller within the meaning of
Section 4001(b)(1) of ERISA.

     "Excluded Contracts" means all Contracts that are not Assumed Contracts,
including (a) all employment, change of control and severance Contracts; (b) all
Employee Benefit Plans and contracts associated with Employee Benefit Plans,
including all assets or funds held in trust, or otherwise, associated with or
used in connection with the Employee Benefit Plans or contracts associated with
Employee Benefit Plans; (c) all Contracts for Debt; (d) any collective
bargaining agreement; (e) all Contracts that have terminated or expired prior to
the Effective Date in the ordinary course of business; and (f) all insurance
Contracts.

     "Government Authority" means any governmental authority, whether foreign,
federal, state, local or other political subdivision or agency of any of the
foregoing.

     "Government Authorizations" means any license, permit, order, concession,
grant, authorization, consent or approval.

     "Indemnified Person" means any person entitled to be indemnified under
Article 5.


                                       21
<PAGE>
     "Indemnifying Person" means any person obligated to indemnify another
person under Article 5.

     "Intellectual Property" means all trademarks, Know-how, copyrights,
copyright registrations and applications for registration, patents and all other
intellectual property rights (including Internet Domain Names), whether
registered or not, owned by Seller, including the rights to sue for past
infringement thereof, but only such of the foregoing that relate exclusively to
the Business.

     "Know-how" means all ideas, concepts, methodologies, techniques and
proprietary technical information relating solely to the Products.

     "Knowledge" means, with respect to a specified party hereto, the actual
knowledge of such party (including, but not limited to, the actual knowledge of
such party's officers, directors, and employees involved in the preparation of
this Agreement.

     "Laws" means all applicable statutes, laws, ordinances, rules and
regulations.

     "Losses" means all losses, damages (excluding punitive and consequential
damages), fines, penalties, liabilities, payments and obligations, and all
expenses related thereto.

     "Material Adverse Effect" means any change event or occurrence that has, or
is reasonable likely to have, individually or in the aggregate, a material
adverse impact upon the business, operations, properties, condition (financial
or otherwise), results of operations, Purchased Assets or liabilities of the
Business, taken as a whole.

     "Payables" means accounts payable, notes payable, contract payables, and
other payables arising from operation of the Business prior to the Effective
Date, including expenses accrued prior to the Effective Date, regardless of
whether invoices have been received by Seller on the date hereof.

     "Receivables" means accounts receivable, trade accounts, notes receivable,
contract receivables and other receivables arising from operation of the
Business prior to the Effective Date, including receivables for work completed
prior to the Effective Date, regardless of whether invoices have been prepared
and issued to the account debtor on the Closing Date.

     "Seller's Indemnified Persons" means each of Seller, its subsidiary and
affiliated corporations, their respective directors, officers, employees,
stockholders, partners, members, agents, heirs and personal representatives.

     "Taxes" means taxes, charges, fees, imposts, levies, interest, penalties,
additions to tax or other assessments or fees of any kind, including, but not
limited to, income, corporate, capital, excise, property, sales, use, turnover,
value added and franchise taxes, deductions, withholdings and customs duties,
imposed by any Governmental Authority and any payments with respect thereto
required under any tax-sharing agreement.

     "Tax Returns" means any return, report, information return or other
document (including any related or supporting information) filed or required to
be filed with any Governmental Authority in connection with the determination,
assessment, collection or administration of any Taxes or the administration of
any laws, regulations or administrative requirements relating to any Taxes.

                                       22
<PAGE>
     "Third Party Action" means any written assertion of a claim, or the
commencement of any action, suit, or proceeding, by a third party as to which
any person reasonably believes it may be an Indemnified Person hereunder.


ARTICLE 7.  MISCELLANEOUS.

7.1  Survival of Warranties. All representations, warranties, agreements,
     covenants and obligations herein or in any schedule, certificate or
     financial statement delivered by any party incident to the transactions
     contemplated hereby are material, shall be deemed to have been relied upon
     by the other party and shall survive the Closing for the applicable period
     set forth in Article 5 and shall not merge in the performance of any
     obligation by either party hereto.

7.2  No Offset Right. There will be no prepayment penalty under the Purchase
     Notes. Buyer's payment and other obligations under the Purchase Notes and
     Security Agreement are non-contingent and absolute, and Buyer has
     absolutely no right to offset or credit any an/or all payments to be made
     by it for any reason whatsoever, by reason of any claim by Buyer against
     Seller for indemnification hereunder or otherwise, unless Seller agrees in
     writing. Notwithstanding the immediately preceding sentence, Buyer shall be
     entitled to a right of offset under the Purchase Notes for any claim
     against Seller or Parent under this Agreement for which: (a) Seller agrees
     in writing to the amount and validity of such claim or (b) there has been a
     judicial or other determination regarding the amount and validity of such
     claim in a final, non-appealable decision, award or settlement.

7.3  Fees and Expenses. Buyer will bear its own expenses and the Parent will
     bear its and Seller's expenses in connection with the negotiation and the
     consummation of the transactions contemplated by this Agreement, or its
     negotiation and termination (if terminated), including without limitation
     all legal, accounting and investment banking or advisory fees.

7.4  Notices. All notices, requests, demands and other communications required
     or permitted to be given hereunder by any party hereto shall be in writing
     and shall be deemed to have been duly given (i) when received if delivered
     personally, or (ii) on the business day following the business day sent if
     sent by prepaid domestically recognized overnight receipted courier if sent
     domestically, or (iii) on the third business day following the day sent if
     sent by prepaid internationally recognized overnight receipted courier if
     sent internationally, or (iv) when receipt is telephonically acknowledged
     if sent by fax transmission on a business day or, if not a business day, on
     the next following business day, or to the parties at the following
     addresses (or at such other addresses as shall be specified by the
     parties):


                                       23
<PAGE>
     If to Buyer, to:

          International Materials Solutions, Inc.
          c/o Genesis Park Ventures
          2001 Hermann Drive
          Houston, TX 77004
          Attn.:  Mr. Blair Garrou
          Tel: (713) 533-5801
          Fax: (713) 285-2911

     with a copy to:

          Vinson & Elkins L.L.P.
          The Terrace 7
          2801 Via Fortuna, Suite 100
          Austin, TX 78746
          Attn:  J. Nixon Fox
          Tel:  (512) 542-8400
          Fax:  (512) 236-3216

     If to Seller, to:

          MRO Software, Inc.
          100 Crosby Drive
          Bedford, MA 01730
          Attn.:  Craig Newfield, V.P. & General Counsel
          Tel:  781-280-2042
          Fax:  781-280-2225

     and in any case at such other address as the addressee shall have specified
     by written notice. All periods of notice shall be measured from the date of
     delivery thereof.

7.5  Confidentiality. The parties agree that they will keep confidential and not
     disclose or divulge: (i) any proprietary information or data regarding the
     Business except as expressly permitted in the License Agreement, (ii) any
     confidential, proprietary or secret information which they may obtain from
     another party hereto in connection with the transactions contemplated
     herein, or pursuant to inspection rights granted hereunder, or (iii) the
     financial or other terms of this Agreement, unless such information becomes
     public information through no fault of such party or is required to be
     disclosed by applicable law, including applicable securities laws or stock
     exchange rules or regulations. The obligations of this Section shall
     survive any termination of this Agreement.

7.6  Publicity and Disclosures. Except as may be otherwise required for
     compliance by Parent with applicable stock market rules or securities laws,
     neither Buyer nor Seller nor Parent shall issue any public announcement
     concerning this Agreement without the prior written approval of the other,
     which approval shall not be unreasonably withheld. Seller confirms that
     when referring to the Business it has discontinued use of the term

                                       24
<PAGE>
     "Intermat" in its filings under the Securities Exchange Act, and refers to
     the Business as its "catalogue content services" or similar terms. The
     foregoing notwithstanding, Seller reserves the absolute right to provide
     such disclosure in its publicly filed documents as may be required under
     applicable laws, rules and regulations.

7.7  Assignability. This Agreement may not be assigned by either party without
     the consent of the other. This Agreement shall inure to the benefit of and
     be binding upon the parties hereto and their respective successors and
     permitted assigns.

7.8  Governing Law.

     a.   This Agreement shall be governed by and construed in accordance with
          the laws of The State of Delaware (other than the choice of law
          principles thereof), except that any representations and warranties
          with respect to real and tangible property shall be governed by and
          construed in accordance with the laws of the jurisdiction where such
          property is situated.

     b.   Buyer hereby waives compliance by Seller and Parent with the
          provisions of the "bulk sales", "bulk transfer" or similar laws of any
          state. Seller and Parent agree to indemnify and hold Buyer harmless
          against any and all claims, losses, damages, liabilities, costs and
          expenses incurred by Buyer as a result of any failure to comply with
          any such "bulk sales", "bulk transfer" or similar laws.

     c.   Any controversy or claim arising out of or relating to this Agreement
          or a breach hereof shall be finally settled by arbitration in New York
          City under the commercial rules then in effect of the American
          Arbitration Association, and shall be determined in accordance with
          the laws of the State of New York applicable to contracts wholly
          performed therein.

7.9  General.

     a.   This Agreement (including all exhibits or schedules appended to this
          Agreement and all documents delivered pursuant to or referred to in
          this Agreement, all of which are hereby incorporated herein by
          reference) constitutes the entire agreement between the parties, and
          all promises, representations, understandings, warranties and
          agreements with reference to the subject matter hereof and inducements
          to the making of this Agreement relied upon by any party hereto, have
          been expressed herein or in the documents incorporated herein by
          reference.

     b.   The invalidity or unenforceability of any provision of this Agreement
          shall not affect the validity or enforceability of any other provision
          hereof.

     c.   This Agreement may be amended only by a written agreement executed by
          all parties hereto.

     d.   This Agreement may be executed in multiple counterparts, each of which
          shall be deemed an original but all of which together shall constitute
          one and the same instrument.

     e.   Any table of contents, title of an article or section heading herein
          contained is for convenience of reference only and shall not affect
          the meaning of construction of any of the provisions hereof.

                      [Signature page immediately follows.]


                                       25
<PAGE>
                   SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT
    MRO SOFTWARE, INC./INTERMAT, INC./INTERNATIONAL MATERIALS SOLUTIONS, INC.


     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as an instrument under seal in multiple counterparts by their duly
authorized representatives on January 17, 2003, to be effective as of the
Effective Date.


                               INTERNATIONAL MATERIALS SOLUTIONS, INC.


                               By:  /s/ Blair Garrou
                                    ----------------------------------------
                               Name:  Blair Garrou
                                      --------------------------------------
                               Title:  Chief Executive Officer
                                       -------------------------------------



                               INTERMAT, INC.


                               By:  /s/ Peter Rice
                                    ----------------------------------------
                               Name:  Peter J. Rice
                                      --------------------------------------
                               Title:  President
                                       -------------------------------------



                               MRO SOFTWARE, INC.


                               By:  /s/ Norman E. Drapeau, Jr.
                                    ----------------------------------------
                               Name:  Norman E. Drapeau, Jr.
                                      --------------------------------------
                               Title:  President and Chief Executive Officer
                                       -------------------------------------


                                       26