ASSET PURCHASE AGREEMENT
                            ------------------------

This ASSET PURCHASE AGREEMENT (the "Agreement") is made and is entered into this
_____  day  of  ________________________,  2002,  by,  between and among POMEROY
SELECT  INTEGRATION SOLUTIONS, INC. (Purchaser"), VERITY SOLUTIONS, LLC, an Ohio
limited  liability  company  (Seller),  and  JOHN  R. BLACKBURN ("J. Blackburn")
(hereinafter  referred  to  as  the  Member").

                              W I T N E S S E T H :

WHEREAS,  Seller  is  a  full  service  provider  of  a  variety  of information
technology  consulting  service  and  support  solutions,  involving  enterprise
management,  network  infrastructure,  network  operating  systems,  and various
desktop  technologies  relating  to  custom  development, applications training,
version upgrades, database management support and data warehousing and reporting
solutions  to  large and medium size commercial and other professional customers
throughout  the  Northern  Ohio  area;  and

WHEREAS,  Member  is  the  owner of one hundred percent (100%) of the membership
interest  of  Seller;  and-

WHEREAS,  Purchaser is a single source provider of integrated desktop management
and  network  services  including life cycle services, internetworking services,
and  end  user  support  services;  and

WHEREAS,  Purchaser  is a wholly owned subsidiary of Pomeroy Computer Resources,
Inc.  (PCR),  which is in the business of marketing and selling a broad range of
microcomputers  and related products, including equipment selection, procurement
and  configuration;  and

WHEREAS,  Purchaser  desires to purchase certain of the assets of Seller used in
its  information  technology  consulting  service and support solutions business
(the  Business),  and  assume  certain  of  the  liabilities  of  the  Seller in
connection with the Business, and Seller desires to sell certain of such assets,
subject  to  such  liabilities,  but  only upon (i) the terms and subject to the
conditions  set  forth  in this Agreement, (ii) the representations, warranties,
covenants,  indemnifications,  assurances  and  undertakings  of the Seller, the
Member  and of Purchaser contained in this Agreement, (iii) the agreement of the
Seller  to refrain from competition with Purchaser for the term set forth in its
Non-Competition  Agreement,  (iv)  the  agreement  of the Member to refrain from
competition  for  the  term  set  forth  in  his  Non-Competition  Agreement.


<PAGE>
NOW,  THEREFORE, in consideration of the above premises and the mutual promises,
covenants,  agreements,  representations  and  warranties  herein contained, the
parties  hereto  agree  as  follows:


                                       1.
                                   DEFINITIONS
                                   -----------

1.1       Affiliate. "Affiliate" shall have the meaning ascribed to such term in
          ---------
          Rule  405  promulgated  under  the Securities Act of 1933, as amended.

1.2       Assumed  Liabilities.  The "Assumed Liabilities are the liabilities of
          --------------------
          Seller assumed or paid at Closing by Purchaser pursuant to Section 3.1
          of  this  Agreement.

1.3       Balance  Sheet.  The "Balance Sheet" is the unaudited balance sheet of
          --------------
          Seller  as  of  July  31,  2002,  included  as  part  of the Financial
          Statements.

1.4       Closing.  The  "Closing" shall be the consummation of the transactions
          -------
          contemplated  under  this  Asset  Purchase  Agreement.

1.5       Closing  Date.  The  "Closing  Date" shall be as of 9:00 a.m., E.D.T.,
          -------------
          August  30,  2002.

1.6       Code.  The "Code" is the Internal Revenue Code of 1986, as amended, 26
          ----
          U.S.C.  1  et  seq.
                     -------

1.7       Court.  A  "Court" is any federal, state, municipal, domestic, foreign
          -----
          or other governmental tribunal or an arbitrator or person with similar
          power  or  authority.

1.8       Disclosure  Schedule.  The  "Disclosure  Schedule"  is  the Disclosure
          --------------------
          Schedule  dated  the date of this Agreement and delivered by Seller to
          Purchaser.

1.9       Encumbrance.  An  "Encumbrance"  is  any  security  interest, lien, or
          -----------
          encumbrance  whether imposed by agreement, law or otherwise, on any of
          the  Purchased  Assets  (as  defined  herein).

1.10      Excluded Assets. An "Excluded Asset" is any asset set forth in Section
          ---------------
          2.3.


                                        2
<PAGE>
1.11      Financial  Statements.  The  "Financial  Statements" are the unaudited
          ---------------------
          financial statements of Seller for the years ending December 31, 2001,
          including  any  and  all  notes  thereto,  and the unaudited financial
          statements of the Seller for the period commencing January 1, 2002 and
          ending  July  31,  2002,  including  any  and  all  notes  thereto.

1.12      Funded Debt. "Interest Bearing Debt" of Seller related to the Business
          -----------
          as  reflected  on  the  Pro  Forma  Balance  Sheet.

1.13      Governmental  Entity.  A  "Governmental  Entity"  is  any Court or any
          --------------------
          federal,  state,  municipal, domestic, foreign or other administrative
          agency,  department,  commission,  board, bureau or other governmental
          authority  or  instrumentality.

1.14      Knowledge  of  Seller  and  Member or Sellers Knowledge. "Knowledge of
          -------------------------------------------------------
          Seller  and  Member  and/or  Sellers  Knowledge"  shall  mean  actual
          knowledge of  the  Member.

1.15      Net Asset Amount.  "Net Asset Amount" shall have the meaning set forth
          ----------------
          in Section  5.1.

1.16      2002  EBIT.  The  earnings before interest and taxes of Seller for the
          ----------
          period commencing January 1, 2002 and ending upon the Closing Date and
          for  Purchasers Verity Solutions Division for the period commencing on
          the Closing Date and ending December 31, 2002, as set forth in Section
          5.2.  The  determination  of  the  2002  EBIT  shall  be determined in
          accordance  with  the  provisions  set  forth  in  Section  5.2.

1.17      NPBT.  The  net  profit  before  taxes  of Purchasers Verity Solutions
          ----
          Division  for  the  applicable period as set forth in Section 4.4. The
          determination  of  NPBT  shall  be  determined  in accordance with the
          provisions  set  forth  in  Section  4.5.

1.18      Person.  Any  natural  person,  firm,  partnership,  association,
          ------
          corporation,  company, limited liability company, limited partnership,
          trust,  business  trust,  governmental  authority  or  other  entity.

1.19      Pro  Forma Balance Sheet. The "Pro Forma Balance Sheet" is the balance
          ------------------------
          sheet  of Seller prepared as described in Section 5.1 and adjusted for
          Excluded  Assets  of  Seller  and Excluded Liabilities relating to the
          Business  of  Seller  as  of  the  Closing  Date.


                                        3
<PAGE>
1.20      Purchase Price.  The  "Purchase Price" is the total consideration paid
          --------------
          by  Purchaser  to  Seller  for  the  Purchased  Assets as set forth in
          Sections 4.1  and  4.4.

1.21      Purchased Assets. The "Purchased Assets" are the assets of Seller used
          ----------------
          in  the  Business, acquired by Purchaser pursuant to the terms of this
          Agreement.

1.22      Sellers Accountant.  "Sellers Accountant"  shall  mean  Zion, Smorag &
          ------------------
          Associates.

1.23      July 31 Pro-Forma Balance Sheet. The "July 31 Pro-Forma Balance Sheet"
          -------------------------------
          is  the  unaudited  balance  sheet of the Seller adjusted for Excluded
          Assets  and Excluded Liabilities of Seller relating to the Business as
          of  July  31,  2002.

1.24      Tax or Taxes.  Any federal, state, provincial, local, foreign or other
          ------------
          income,  alternative,  minimum,  any  taxes  under Section 1374 of the
          Code,  any taxes under Section 1375 of the Code, accumulated earnings,
          personal  holding  company,  franchise,  capital  stock,  net  worth,
          capital,  profits,  windfall  profits,  gross  receipts,  value added,
          sales,  use,  goods  and  services,  excise, customs duties, transfer,
          conveyance,  mortgage,  registration,  stamp,  documentary, recording,
          premium,  severance,  environmental, including taxes under Section 59A
          of  the  Code),  real  property,  personal  property,  ad  valorem,
          intangibles,  rent,  occupancy,  license,  occupational,  employment,
          unemployment  insurance,  social  security,  disability,  workers'
          compensation,  payroll,  health  care, withholding, estimated or other
          similar  tax,  duty  or  other  governmental  charge  or assessment or
          deficiencies thereof (including all interest and penalties thereon and
          additions  thereto  whether  disputed  or  not).

1.25      Tax  Return.  A  "Tax Return" is a report, return or other information
          -----------
          required  to  be  supplied to a Governmental Entity in connection with
          Taxes including, where permitted or required, combined or consolidated
          returns  for  any  group  of  entities  that  includes  Seller.


                                       2.
                                      TERMS
                                      -----

2.1       Agreement.
          ---------

          Seller  agrees to sell and convey to Purchaser the Purchased Assets as
          hereinafter  set  forth in Section 2.2 owned by such entity. Purchaser
          agrees  to  purchase the Purchased Assets. The agreements of


                                        4
<PAGE>
          Purchaser  and  Seller  are  expressly  conditioned  upon  the  terms,
          conditions,  covenants,  representations and warranties as hereinafter
          set  forth.

2.2       Assets  to  be  Sold  by  Seller  and  Purchased  by  Purchaser.
          ---------------------------------------------------------------

          At  the  Closing  of  this  transaction,  Purchaser shall purchase and
          Seller  shall  sell  the assets of Seller used in the Business, except
          for the Excluded Assets relating to the Business. The Purchased Assets
          shall  include,  but  not  be  limited  to:

          (a)  All tangible personal property and assets of Seller of every kind
               and  description, real, personal or mixed, wherever located, used
               in the Business, including without limitation, all such assets as
               reflected on the July 31, 2002 Pro Forma Balance Sheet (excepting
               those assets disposed of, and including those assets acquired, in
               the  ordinary  course  of business since the date of the July 31,
               2002  Pro  Forma  Balance  Sheet);

          (b)  All intangible assets of Seller which are used in the Business of
               the  Seller,  including  without limitation, all purchase orders,
               contract  rights and agreements, work in process, customer lists,
               supplier  agreements,  patents,  trademarks  and  service  marks
               (including  the  goodwill  associated  with  the  marks),  office
               supplies,  computer  programs, claims of Seller, the right to use
               of  the limited liability company name and trade names of or used
               by  Seller,  or  any  derivative  thereof,  as all or part of the
               limited  liability  company  or  trade  name;

          (c)  All investment securities, cash and cash equivalents and customer
               notes  receivable  relating  to  the  Business;

          (d)  All  accounts  receivable  and vendor receivables relating to the
               Business;

          (e)  Certain  vehicles  of  Seller  set  forth  on attached Exhibit A;

          (f)  All  prepaid  expenses  applicable to the Business, including but
               not  limited  to  all  prepaid  software  licenses;

          (g)  All  of  Sellers  fixed  rate  contracts  and  time  and material
               contracts  relating  to  the  Business;


                                        5
<PAGE>
          (h)  All  vendor  rebates,  spiff  money,  retainage amounts under any
               contracts  and  any  customer  deposits relating to the Business;

          (i)  All  of  Sellers  service  contracts  relating  to  the Business;

          (j)  All  of  Sellers  consulting  contracts relating to the Business;

          (k)  All  distribution contracts and authorizations of Seller relating
               to  the  Business;

          (l)  All  base  artwork, photo materials, plates (if owned by Seller),
               separations  and  other  materials  that  are  used by Seller for
               printing  brochures  and  promotional  materials  including  all
               intellectual  property  rights  therein relating to the Business;

          (m)  The  assignment of any telephone numbers, telefax numbers, e-mail
               addresses  and  internet websites used in the Business of Seller;

          (n)  The  entire  right,  title,  benefit  and  interest of Seller now
               existing  or  hereafter  arising,  in  or  to  all  indemnities,
               guaranties,  warranties,  claims  and  CHOSES of action of Seller
               against  other  parties  with  respect  to  the Purchased Assets,
               including  by way of example and not limitation, any rights under
               insurance policies and any other rights thereunder, but only with
               respect  to  the  Purchased  Assets;

          (o)  All  of  Sellers  books, records, files, correspondence, manuals,
               documents,  agreements,  lists  and  other  writings  used  in or
               relating  to  the Business, including paid accounts payable, paid
               accounts  receivable,  purchase, sales, customer, representative,
               marketing,  advertising,  distribution,  operations,  personnel,
               research  and  development  records,  data,  information  and
               materials;

          (p)  Sellers  rights under the agreements set forth in Schedule 2.2(p)
               with  respect to the parties set forth therein, pursuant to which
               such  parties  agreed  not  to  disclose,  use  or  communicate
               information regarding such parties business (which is part of the
               Business)  and  not  to  engage in certain activities competitive
               with  the  Business;  and


                                        6
<PAGE>
          (q)  All  other  fees,  assets,  property,  business and going concern
               value, and rights of Seller (including the rights under covenants
               or  agreements not to disclose confidential information or not to
               compete,  if  any) and rights under the respective asset purchase
               agreements,  stock  purchase  agreements  or  other documents set
               forth  on  Disclosure  Schedule  2.2(q)  (and  related documents)
               pursuant  to  which  Seller acquired certain of the assets of the
               parties  set  forth  in  such  Disclosure  Schedule.

2.3       Excluded  Assets.
          ----------------

          The  Excluded  Assets  are  set  forth  on  Exhibit  B  hereto.

2.4       Lease  Agreements.
          -----------------

          Seller  is  the  lessee  under  certain  lease  agreements of real and
          personal  properties  as  listed  on  Schedule  2.4:

                 (the  "Leases")

          At  the  Closing,  Seller  and  Purchaser  shall  execute  necessary
          documentation  for  the assignment of Leases and all of Seller's right
          and  interest  thereunder  to Purchaser, as agreed upon by the parties
          and, at the Closing, Seller shall assign all its respective rights and
          interest  in  said Leases to Purchaser. Seller and Purchaser shall use
          best  efforts  to  obtain  terminations  of  any  personal  guarantees
          relating  to  such  Leases.  Purchaser agrees to indemnify, defend and
          hold  Seller  and  the  Member  harmless from any loss, damage, claim,
          liability  or  deficiency  with  respect  to  the  obligations  and
          liabilities  of  Seller  under  the  aforementioned  leases arising or
          accruing  after the Closing Date which is assumed by Purchaser. To the
          extent  that  the assignment of any Lease shall require the consent of
          other  parties  thereto,  this  Agreement  shall  not  constitute  an
          assignment thereof and Seller shall obtain any such necessary consents
          or  assignments  by  the  Closing, or as reasonably possible after the
          Closing.

2.5       Instruments  of  Transfer.
          -------------------------

          Except  as  otherwise provided herein, at Closing, Seller will deliver
          to  Purchaser  such bills of sale, endorsements, assignments and other
          good and sufficient instruments of transfer and assignment as shall be
          effective  to  vest in Purchaser good title and interest in and to the
          Purchased  Assets.  At  or


                                        7
<PAGE>
          after  the  Closing,  and  without  further consideration, Seller will
          execute  and  deliver  to  Purchaser  such  further  instruments  of
          conveyance  and  transfer  and take such other action as Purchaser may
          reasonably request in order to more effectively convey and transfer to
          Purchaser  any of the Purchased Assets or for aiding and assisting and
          collecting  and  reducing  to  possession  and  exercising rights with
          respect  thereto. Seller and Member agree to use their best efforts to
          obtain  and  deliver to Purchaser such consents, approvals, assurances
          and  statements from third parties as Purchaser may reasonably require
          in  a  form  reasonably  satisfactory to Purchaser. In addition to the
          foregoing, Seller will deliver to Purchaser the originals or copies of
          all  of  Seller's  books,  records  and  other  data  relating  to the
          Purchased  Assets; and simultaneously with such delivery, Seller shall
          take  all  such  acts  as  may be necessary to put Purchaser in actual
          possession and operating control of the Purchased Assets. Seller shall
          cooperate with Purchaser to permit such parties, if possible, to enjoy
          such  Sellers  ratings  and benefits under workmen's compensation laws
          and  unemployment  compensation  laws  to the extent permitted by such
          laws.

2.6       Instruments  Giving  Certain  Powers  and  Rights.
          -------------------------------------------------

          At  the  Closing,  Seller shall, by appropriate instrument, constitute
          and appoint Purchaser, its successors and assigns, the true and lawful
          attorney  of  Seller  with  full power of substitution, in the name of
          Purchaser  or  the name of Seller, on behalf of and for the benefit of
          Purchaser,  to  collect  all  accounts  receivable  and/or  vendor
          receivables  and  other  items  being  transferred  and  assigned  to
          Purchaser  as  provided  herein, to endorse, without recourse, any and
          all  checks  in  the name of Seller the proceeds of which Purchaser is
          entitled  to  hereunder,  to  institute  and prosecute, in the name of
          Seller  or  otherwise, all proceedings which Purchaser may deem proper
          in  order  to  collect, assert or enforce any claim, right or title of
          any  kind  in or to the Purchased Assets, to defend and compromise any
          and  all  actions,  suits  and  proceedings  in  respect of any of the
          Purchased  Assets,  and  to  do  all  such acts and things in relation
          thereto  as  such  party  may  deem advisable. Purchaser shall provide
          Seller  with notice of any collection action(s) instituted by it under
          this  provision.  Seller  agrees that the foregoing powers are coupled
          with  an  interest and shall be irrevocable by the Seller, directly or
          indirectly,  by  the dissolution of Seller or in any manner or for any
          reason.  Seller further agrees that Purchaser shall retain for its own
          respective  account  any  amounts  collected pursuant to the foregoing
          powers,  and  Seller  shall  pay or transfer to Purchaser, if and when
          received,  any  amounts  which  shall  be received by Seller after the
          Closing  in  respect  of  any  such  receivables  or  other  assets,
          properties,  rights  or  business  to  be  transferred and assigned to
          Purchaser  as provided herein. Seller further agrees that, at any time
          or  from  time to time after the Closing, it will, upon the request of
          Purchaser


                                        8
<PAGE>
          and at Seller's expense, do, execute, acknowledge and deliver, or will
          cause  to  be  done,  executed,  acknowledged  or  delivered, all such
          further reasonable acts, assignments, transfers, powers of attorney or
          assurances  as  may  be required in order to further transfer, assign,
          grant,  assure  and  confirm to Purchaser, or to aid and assist in the
          collection  or  granting  of  possession  by  Purchaser, of any of the
          Purchased Assets, or to vest in Purchaser good and marketable title to
          the  Purchased  Assets.

          To  the  extent  that  any  assignment  does  not result in a complete
          transfer  of  the contracts to Purchaser because of a provision in any
          contract  against  Seller's  assignment  of  any its right thereunder,
          Seller  shall  cooperate  with  Purchaser  in  any  reasonable  manner
          proposed by Purchaser to complete the acquisition of the contracts and
          Seller's  rights,  benefits  and  privileges  thereunder  in  order to
          fulfill  and carry out Seller's obligations under this Agreement. Such
          additional  action  may  include,  but is not limited to: (i) entering
          into  a  subcontract  between  Seller  and Purchaser which allows such
          party  to  perform Seller's duties under such contracts and to enforce
          Seller's  rights  thereunder;  (ii)  entering  into  a new multi-party
          agreement  with  such  customers  which  allows  Purchaser  to perform
          Seller's  obligations and enforce Seller's rights under the contracts.


                                       3.
                            ASSIGNMENT OF LIABILITIES
                            -------------------------

3.1       Liabilities  to  be  Paid  Off  at  Closing  or  Assumed by Purchaser.
          ---------------------------------------------------------------------

          A.   At  the  Closing, Purchaser shall assume and pay off or discharge
               (or  pay  to Seller, who will discharge) when due (and secure the
               release  of Seller and Member from any and all personal liability
               or  guaranty  with  respect  to  such obligation), the following:

               (i)  Sellers  obligation  to FirstMerit Bank, N.A. under a credit
                    facility,  the  outstanding amount of which on July 31, 2002
                    is  Two  Hundred Thirty-Five Thousand Dollars ($235,000.00),
                    plus  accrued  interest,  and  as  of  the  Closing  Date is
                    $235,397.61,  which is collateralized by a security interest
                    in  Sellers  assets;

               (ii) All  of the trade accounts payable of the Seller relating to
                    the  Business  incurred  in  the ordinary course of business
                    consistent  with  Sellers  prior  practices, the outstanding
                    amount of which is $4,670.75 on July 31, 2002, and as may be
                    incurred,  increased


                                        9
<PAGE>
                    or  decreased  since  July 31, 2002 to the Pro Forma Balance
                    Sheet  for  operations in the ordinary course of business or
                    any  other  transaction  provided  by  this  Agreement,  and
                    subject  to  the  satisfaction  of  the  Net  Asset  Amount
                    requirement  set  forth  in Section 4.1(d) as of the Closing
                    Date.

              (iii) All  of  the obligations and liabilities of Seller arising
                    after  the  Closing under the contracts described in Section
                    2.2  and  the  Leases  described  in  Section  2.4.

               The  Assumed  Liabilities  to be paid off as set forth in Section
               3.1 A. (i)-(ii), as may be incurred, increased or decreased since
               the  July  31,  2002  Pro  Forma  Balance  Sheet to the Pro Forma
               Balance  Sheet  for operations in the ordinary course of business
               or any other transaction permitted by this Agreement, and subject
               to the satisfaction of the Net Asset Amount requirement set forth
               in  Section  4.1(d)  as  of  the  Closing  Date.

               It  is  intent  of  the  parties  that Purchaser shall pay off at
               Closing,  or  assume  and  pay  off  or  discharge  when due, all
               obligations  of Seller set forth in Section 3.1.A above for which
               the Member has personal liability and Purchaser agrees to use its
               best  efforts  to  secure  the  release  of such Member from such
               liability  after  the  Closing  if  such releases are not secured
               prior  to  Closing.


          B.   Purchaser  shall pay to Seller at Closing, the sum of Twenty-Four
               Thousand  Three  Hundred  Five  Dollars  and  Fifty-Seven  Cents
               ($24,305.57),  which  represents  the  amount of Seller's accrued
               payroll  and  taxes and accrued travel and entertainment expenses
               as  of  August 30, 2002. Seller, upon receipt, agrees to use such
               funds  to  pay  off  such  accrued  expenses.

          C    Purchaser  agrees to indemnify, defend and hold Seller and Member
               harmless  from  any  loss, damage, claim, liability or deficiency
               with  respect  to  Assumed  Liabilities.

3.2       Excluded  Liabilities.
          ---------------------

          Notwithstanding  anything in this Agreement to the contrary, Purchaser
          shall  not  assume  or  become responsible for any claim, liability or
          obligation  of  any  nature  whatsoever,  whether  known  or  unknown,
          accrued,  absolute,  contingent or otherwise (a "Liability") of Seller
          except  the  Assumed Liabilities that are specifically assumed by such
          party. Without limiting the generality of the foregoing, the following
          are included among the Liabilities of Seller which Purchaser shall not
          assume  or  become  responsible  for  (unless specifically included as
          Assumed  Liabilities):

          (a)  all  Liabilities  for  any  Taxes  whether deferred or which have
               accrued  or may accrue or become


                                       10
<PAGE>
               due  and  payable  by  Seller  either  prior  to, on or after the
               Closing  Date,  including, without limitation, all Taxes and fees
               of  a  similar  nature  arising from the sale and transfer of the
               Purchased  Assets  to  Purchaser;

          (b)  all  Liabilities  to  any  current  or former members, directors,
               officers,  employees  or  agents  of  Seller,  including, without
               limitation,  all  Liabilities  and obligations for wages, salary,
               bonuses,  commissions,  vacation  or  severance  pay,  deferred
               compensation, retirement pay, profit sharing or pension benefits,
               and  all  Liabilities arising under any bonus, commission, salary
               or compensation plans or arrangements, whether accruing prior to,
               on  or  after  the  Closing  Date;

          (c)  all  Liabilities with respect to unemployment compensation claims
               and  workers compensation claims and claims for race, age and sex
               discrimination  or sexual harassment or for unfair labor practice
               based on or arising from occurrences, circumstances or events, or
               exposure  to  conditions,  existing  or  occurring  prior  to the
               Closing  Date  and  for which any claim may be asserted by any of
               Sellers  employees,  prior  to,  on  or  after  the Closing Date;

          (d)  all Liabilities of Seller to third parties for personal injury or
               damage  to  property  based  on  or  arising  from  occurrences,
               circumstances  or  events, or exposure to conditions, existing or
               occurring  prior  to the Closing Date and for which any claim may
               be  asserted by any third party prior to, on or after the Closing
               Date;

          (e)  all  Liabilities  of Seller arising under or by virtue of federal
               or state environmental laws based on or arising from occurrences,
               circumstances  or  events, or exposure to conditions, existing or
               occurring  prior  to the Closing Date and for which any claim may
               be  asserted  prior  to,  on  or  after  the  Closing  Date;

          (f)  all  Liabilities of Seller including any costs of attorneys' fees
               incurred in connection therewith, for litigation, claims, demands
               or  governmental  proceedings  arising  from  occurrences,
               circumstances  or  events, or exposure to conditions occurring or
               existing  prior to the Closing Date, and which may be asserted or
               commenced  prior  to,  on  or  after  the  Closing  Date;

          (g)  all  Liabilities  based  on  any  theory  of liability or product
               warranty  with  respect to any product manufactured or sold prior
               to  the  Closing  Date and for which any claim may be asserted by
               any  third  party,  prior  to,  on  or  after  the  Closing Date;

          (h)  all  attorneys'  fees,  accountants  or auditors' fees, and other
               costs  and  expenses  incurred  by  Seller  and/or  the Member in
               connection  with  the negotiation, preparation and performance of
               this  Agreement  or  any of the transactions contemplated hereby;


                                       11
<PAGE>
          (i)  all Liabilities of Seller in connection with the Excluded Assets;

          (j)  all  Liabilities of Seller with respect to any options, warrants,
               agreements  or  convertible  or  other  rights  to  acquire  any
               membership  interest  in  Seller;

          (k)  all  Liabilities  of  Seller  incurred  incident  to  any
               indemnification  for  breach  of any representations, warranties,
               covenants,  or  other  agreements made by Seller under any of the
               asset  purchase,  stock,  reorganization,  or  other  legal
               transaction(s)  set  forth  in  Disclosure  Schedule  2.2(q);

          (l)  all  Liabilities  of Seller with respect to any loans or advances
               made  by  the  Member  or  any  Affiliate  to  Seller;

          (m)  all  other  debts,  Liabilities,  obligations,  contracts  and
               commitments  (whether  direct  or  indirect,  known  or  unknown,
               contingent  or fixed, liquidated or unliquidated, and whether now
               or  hereinafter  arising)  arising  out  of  or  relating  to the
               ownership,  operation or use of any of the Purchased Assets on or
               prior  to  the  Closing  Date  or  the conduct of the Business of
               Seller prior to the Closing Date, except only for the liabilities
               and obligations to be assumed or paid, performed or discharged by
               Purchaser  constituting  Assumed  Liabilities;  and

          (n)  all Liabilities of Seller with respect to any unpaid sales tax as
               of  the  Closing  Date  related to accounts receivable as of such
               date.

          Seller  shall  pay  all  liabilities  not  being  assumed hereunder by
          Purchaser  within  the customary time for payment of such liabilities.

          It  is  the  intent of the parties that upon Closing, all employees of
          Seller  will  be terminated by Seller and Purchaser will extend offers
          of  employment  to  such  individuals.


                                       4.
                     CONSIDERATION FOR THE PURCHASED ASSETS
                     --------------------------------------

4.1       Purchase  Price  for  the  Purchased  Assets.
          --------------------------------------------

          Subject  to  the other terms of this Agreement, the Purchase Price for
          the  Purchased  Assets  shall  be  the  sum  of:

          (a)  Five  Hundred  Twenty-Four  Thousand  Three  Hundred  Dollars
               ($524,300.00),  less  the  amount of any Funded Debt of Seller in
               excess  of Two Hundred Thirty-Five Thousand Dollars ($235,000.00)
               as  of  the  Closing  Date;


                                       12
<PAGE>
          (b)  The liabilities assumed or paid off at Closing under Section 3.1;
               and

          (c)  Any  amount  that  may  be  paid  pursuant to Section 4.4 that is
               allocated  to  the  Purchase  Price.

          The  sum  of the items contained in Sections 4.1(a), (b) and (c) above
          shall  be  adjusted  by  the  amounts determined under Sections 4.1(d)
          and/or  (e),  as  follows:

          (d)  If  the  deficit  in the Net Asset Amount of the Seller as of the
               Closing  Date  as shown on the Pro Forma Balance Sheet is greater
               than  negative  Twenty-Five  Thousand  Dollars ($-25,000.00), the
               Purchase  Price  shall  be decreased on a dollar-for-dollar basis
               equal  to  the difference between $-25,000.00 and such amount. In
               the event the deficit in the Net Asset Amount of the Seller as of
               the  Closing  Date  is  less than $-25,000.00, no increase to the
               Purchase  Price  shall  be  made  under  this Section 4.1(d). The
               determination of the Net Asset Amount shall be made in the manner
               provided  for  in  Section  5.1  hereof.

          (e)  If  the 2002 EBIT is more than ten percent (10%) below the amount
               of  One  Hundred  Forty-Nine  Thousand  Eight  Hundred  Dollars
               ($149,800.00),  or One Hundred Thirty-Four Thousand Eight Hundred
               Twenty  Dollars  ($134,820.00),  the  Purchase  Price  shall  be
               decreased  by  any shortfall below such amount, multiplied by six
               (6).  In  the event the 2002 EBIT was $130,000.00, the adjustment
               hereunder  would  be $28,920.00 ($4,820.00 x 6). Any reduction to
               the  Purchase  Price  hereunder  will  be set off proportionately
               against  the  promissory note described in Section 4.2(b) and the
               cash  paid at Closing as set forth in Section 4.2(a). If the 2002
               EBIT is equal to or greater than One Hundred Thirty-Four Thousand
               Eight  Hundred  Twenty  Dollars  ($134,820.00),  but less than or
               equal  to  One  Hundred Forty-Nine Thousand Eight Hundred Dollars
               ($149,800.00),  no adjustment to the Purchase Price shall be made
               under  this  Section  4.1(e).  In the event that the 2002 EBIT is
               greater  than  One  Hundred  Forty-Nine  Thousand  Eight  Hundred
               Dollars ($149,800.00), no increase to the Purchase Price shall be
               made  under  this  Section  4.1(e). The determination of the 2002
               EBIT  shall  be  made  in  the manner provided for in Section 5.2
               hereof.

4.2       Payment  of  the  Purchase  Price  for  the  Purchased  Assets.
          --------------------------------------------------------------

          Subject  to  the conditions, covenants, representations and warranties
          hereof,  at  Closing,  Purchaser  shall  deliver:

          (a)  By  certified  or  bank  cashier's  check  or by wire transfer to
               Seller,  the amount of Three Hundred Forty Thousand Seven Hundred
               Ninety-Five  Dollars  ($340,795.00),  as  may  be adjusted by the
               amount  of  Sellers  Funded Debt assumed or paid off by Purchaser
               under  Section  3.1(a)  in  excess  of  Two  Hundred  Thirty-Five
               Thousand  Dollars  ($235,000.00)  as  of  the  Closing  Date;

          (b)  The  remaining  sum  of  One  Hundred  Eighty-Three Thousand Five
               Hundred  Five  Dollars  ($183,505.00)  shall be payable to Seller
               pursuant to the terms of Purchasers subordinated promissory note.
               The note shall bear interest at the prime rate of Chase Manhattan
               Bank  as  of the date of Closing. The principal of the note shall
               be  payable  in  full  on  the  first  annual


                                       13
<PAGE>
               anniversary  of  the  Closing.  Interest  on the unpaid principal
               balance  of  the  note  shall  be  paid  quarterly with the first
               interest  payment  being  due  and  payable ninety (90) days from
               Closing.  Such  note  and all obligations of Purchaser thereunder
               will  be  subordinated and made junior in right of payment to the
               extent and in the manner provided in a Subordination Agreement to
               be  executed  between Deutsche Financial Services Corporation, as
               Administrative  Agent for itself and other lenders, and Purchaser
               and  Seller. A copy of said note is attached hereto as Exhibit D.
               Such  note shall be subordinate to Purchasers lenders pursuant to
               the  terms  of  a  Subordination  Agreement  in the form attached
               hereto  as Exhibit E. The obligation of Purchaser under said note
               shall be guaranteed by PCR in the form attached hereto as Exhibit
               F.

          (c)  The  Assumed  Liabilities  assumed or paid off under Section 3.1.

4.3       Allocation  of  Purchase  Price.
          -------------------------------

          The  Purchase  Price to be paid to the Seller hereunder, including the
          liabilities  assumed  or  paid  by  Purchaser pursuant to Section 3.1,
          shall  be  allocated as set forth on Exhibit G attached hereto. Seller
          and  Purchaser  and  Member  agree  that  each  shall  act in a manner
          consistent  with  such  allocation in (a) filing Internal Revenue Form
          8594;  and  (b) in paying sales and other transfer taxes in connection
          with  the  purchase  and  sale  of  assets pursuant to this Agreement.

4.4       Potential  Adjustment  to  Purchase  Price.
          ------------------------------------------

          If  the  Net  Profits  Before  Taxes  ("NPBT")  of  Purchaser's Verity
          Solutions  Division  during  any  of  fiscal years 2003, 2004 and 2005
          exceed  the  applicable  NPBT threshold for such year set forth below:

               Fiscal  Year  2003                               $126,800

               Fiscal  Year  2004                         -     $176,800

               Fiscal  Year  2005                         -     $226,800

          Purchaser  shall  pay  Seller,  by bank check or wiring, within ninety
          (90) days following the end of the fiscal year, fifty percent (50%) of
          the  NPBT  of  Purchaser's  Verity Solutions Division in excess of the
          NPBT  threshold  for  the  applicable  year,  subject  to a cumulative
          limitation  of  One  Million  Dollars  ($1,000,000.00)  during  such
          aggregate  period.  Any NPBT shortfall in any year shall not be offset
          against  any excess NPBT in any subsequent year(s) hereunder, it being
          the  intent  of the parties that the NPBT set forth herein shall apply
          to  each  applicable  year  separately,  subject,  however,  to  the
          cumulative  limitation  of $1,000,000.00 during such aggregate period.
          Such  cash  payment  by  Purchaser shall be additional Purchase Price,
          which  will be added to the goodwill allocation of the Purchase Price.


                                       14
<PAGE>
4.5       Operation  of  and Accounting for Purchasers Verity Solutions Division
          ----------------------------------------------------------------------
          and Procedure  for  Determination  of  NPBT.
          --------------------------------------------

          For purposes of this Agreement, "Purchasers Verity Solutions Division"
          shall  be  defined  as  the Business acquired from Seller by Purchaser
          pursuant  to  an  Asset  Purchase  Agreement  of  even  date., and any
          additions,  expansions,  growth or enhancements thereof that may occur
          after  the  date  of  this Agreement, Purchaser agrees that commencing
          January  6,  2003,  the term "Verity Solutions Division" shall include
          Purchaser's  existing  Cleveland,  Ohio  branch.

          For  purposes of Section 4.4, the term NPBT" shall mean the net profit
          before  taxes  of  Purchasers  Verity  Solutions  Division  during the
          applicable  period.  The  NPBT  shall  be  determined  by  the
          internally-generated  financial  statements  for  Purchaser's  Verity
          Solutions  Division  determined  in accordance with generally accepted
          accounting principles, consistently applied (Verity Books of Account),
          provided  that  (i)  for the period commencing January 6, 2003 through
          the  end of Fiscal Year 2003, the Verity Books of Account will provide
          for  a 1.5% MAS royalty fee and a .3% Ad Fund royalty fee on the gross
          sales  by Purchasers Verity Solutions Division during such period. The
          parties  shall  exercise good faith in effectuating the implementation
          of  said  Astea  Accounting  System  at  Purchasers  Verity  Solutions
          Division; (ii) for Fiscal Years 2004 and 2005, the MAS royalty fee and
          Ad  Fund royalty fee included in the Verity Books of Account, shall be
          in amounts agreed to, in good faith, by the parties based on the level
          of  services  and  support  being  provided by Purchaser to its Verity
          Solutions  Division,  provided,  however, if the parties are unable to
          come  to an agreement for the amount of the MAS royalty fee and/or the
          Ad  Fund  royalty fee for either such Fiscal Year, the MAS royalty fee
          shall  be  1.5%  and  the  Ad  Fund royalty fee shall be .3%, (iii) no
          effect  shall  be  given on the Verity Books of Account to any gain or
          loss  attributable  to  any  sale  of assets or services by Purchasers
          Verity  Solutions  Division  outside  the ordinary course of business,
          except  as  agreed to by the parties, (iv) no effect shall be given to
          any  increase  in  the  amounts of depreciation, amortization or other
          expense  or  deduction  taken  on  tangible  or  intangible  assets of
          Purchaser  if  such  increase is attributable to a revaluation of said
          assets  incident  to  their  acquisition pursuant to the terms of this
          Agreement,  (v)  no  items  of  income or expense from any business of
          Purchaser  from  its  other  branches  that is relocated to Purchasers
          Verity  Solutions  Division  will  be  included in the Verity Books of
          Account,  unless  it is mutually agreed upon by the parties to include
          such  income  or  expense  in  the  Verity  Books of Account, (vi) any
          payment  made  to  Seller pursuant to Section 4.4 shall not be charged
          against  NPBT for any year (vii) except as noted above with respect to
          the  MAS  royalty  fee  and Ad Fund royalty fee, no indirect income or
          expense  allocations  (such as overhead or other corporate allocation)
          will be allocated to Purchasers Verity Solutions Division, unless such
          items  are  reasonably  calculated  to  contribute  to the increase in
          profits  of  Purchasers Verity Solutions Division and are agreed to by
          the  parties,  it being the intent of the parties that Purchaser shall
          exercise  utmost


                                       15
<PAGE>
          good  faith  with  respect  to  allocations  of  income and expense to
          Purchasers  Verity  Solutions Division, and (viii) any expense charged
          to  Purchaser's  Verity  Solutions  Division for signing bonuses to be
          paid  to  Arnie  Wetherhill and Mary Rose Dougherty shall be amortized
          over  the  term  of  their  respective  Employment  Agreements  with
          Purchaser.

          The  determination  of  NPBT  shall  be subject to verification as set
          forth  in  this  Section 4.5. Within ninety (90) days after the end of
          each  fiscal year or period described herein in Section 4.4, Purchaser
          will  deliver  to  Seller  a  copy  of  the report of NPBT prepared by
          Purchaser  for  the  subject  period,  along  with  any  documentation
          reasonably  requested  by  Seller.  Within  thirty (30) days following
          delivery  to  Seller  of  such  report, Seller shall have the right to
          object  in  writing to the results contained in such determination. If
          timely  objection  is  not  made by Seller to such determination, such
          determination  shall  become  final  and  binding for purposes of this
          Agreement.  If  timely  objection  is  made by Seller to Purchaser and
          Seller  and Purchaser are able to resolve their differences in writing
          within  thirty  (30)  days  following the expiration of the thirty-day
          (30-day)  period,  then  such  determination  shall  become  final and
          binding  as  it regards to this Agreement. If timely objection is made
          by  Seller to Purchaser and Seller and Purchaser are unable to resolve
          their  differences  in  writing  within thirty (30) days following the
          expiration  of  the  thirty-day  (30-day)  period,  then  all disputed
          accounting  matters pertaining to the report shall be submitted to and
          reviewed  by  an  arbitrator  (the  Arbitrator)  which  shall  be  an
          independent  accounting  firm  selected  by  Purchaser  and Seller. If
          Purchaser  and  Seller  are  unable to agree promptly on an accounting
          firm  to  serve  as the Arbitrator, each shall select by no later than
          the  30th  day  following  the  expiration  of  the sixty-day (60-day)
          period,  an  accounting  firm,  and  the two selected accounting firms
          shall  be instructed to select promptly another independent accounting
          firm,  such  newly  selected  firm  to  serve  as  the Arbitrator. The
          Arbitrator  shall  consider  only  the  disputed  accounting  matters
          pertaining  to the determination and shall act promptly to resolve all
          disputed  accounting  matters,  and  its  decision with respect to all
          disputed accounting matters shall be final and binding upon Seller and
          Purchaser.  If  the  determination  of  the  Arbitrator  results  in
          additional  payments  being due under Section 4.4, Purchaser shall pay
          Seller  such  amount,  by  bank check or wiring, within three business
          days  following  the  determination by the Arbitrator. Expenses of the
          Arbitration  shall  be  borne one-half (1/2) by Purchaser and one-half
          (1/2)  by Seller. Each party shall be responsible for its own attorney
          and  accounting  fees.  The  resolution  of any disputed legal matters
          pertaining  to  the  report  shall  be  subject  to  judicial  review.

4.6       Certain  Closing  Expenses.
          --------------------------


                                       16
<PAGE>
          Except  as  set  forth  below, the Seller shall be responsible for and
          shall pay all federal, state and local sales tax (if any), documentary
          stamp tax and all other duties, or other like charges properly payable
          upon  and  in  connection  with  the  conveyance  and  transfer of the
          Purchased  Assets  by  the  Seller to Purchaser and the conveyance and
          transfer  of  the  Purchased  Assets  by  the  Seller  to  Purchaser.


                                       5.
                            POST-CLOSING ADJUSTMENTS
                            ------------------------

5.1       Within  sixty  (60)  days  after  the  Closing Date (the "Post Closing
          Date"), Sellers Accountant will deliver to Purchaser a copy of the Pro
          Forma  Balance  Sheet  prepared  by  Sellers Accountant along with any
          supporting  documentation reasonably requested by Purchaser reflecting
          the  Net  Asset Amount as of the Closing which shall be defined as the
          total  of  the  Purchased  Assets  less  the  amount  of  the  Assumed
          Liabilities  relating  to  the Business, as reflected on the Pro Forma
          Balance  Sheet  (the  "Net Asset Report"). The Pro Forma Balance Sheet
          shall  be  prepared  using  the  same  accounting  methods,  policies,
          practices  and procedures, with consistent classifications, judgments,
          estimations  and  methodologies as used in the preparation of the July
          31,  2002 Pro Forma Balance Sheet. For purposes of determining the Net
          Asset  Amount, within thirty (30) days following delivery to Purchaser
          of  the  Net Asset Report, Purchaser shall have the right to object in
          writing  to  the results contained therein. If timely objection is not
          made  by Purchaser to the Net Asset Report, the Net Asset Report shall
          become  final  and  binding  for purposes of this Agreement. If timely
          objection is made by Purchaser to the Net Asset Report, and the Seller
          and  Purchaser are able to resolve their differences in writing within
          fifteen  (15)  days  following  the expiration of such thirty (30) day
          period, then the Net Asset Report, as resolved, shall become final and
          binding  as  it relates to this Agreement. If timely objection is made
          by  Purchaser  to  the  Net  Asset Report and Seller and Purchaser are
          unable  to  resolve  their  differences in writing within such fifteen
          (15)  day  period,  then all disputed accounting matters pertaining to
          the  Net  Asset  Report  shall  be  submitted  to  and  reviewed by an
          arbitrator  (the  Arbitrator) which shall be an independent accounting
          firm selected by the Seller and the Purchaser. If Purchaser and Seller
          are  unable  to  agree promptly on the accounting firm to serve as the
          Arbitrator,  each shall select by not later than the seventh (7th) day
          following  the  expiration of the Net Asset Report objection period, a
          nationally  recognized  accounting  firm, and each selected accounting
          firm shall be instructed to jointly select promptly another nationally
          recognized  accounting firm, such third accounting firm shall serve as
          the  Arbitrator.  The  Arbitrator  shall  consider  only  the disputed
          accounting  matters  pertaining  to  the  determination  and shall act
          promptly and fairly to resolve all disputed accounting matters and its
          decision  with  respect  to  all  disputed accounting matters shall be
          final  and  binding upon the Seller and Purchaser. The expenses of the
          arbitration  shall  be  borne one-half (1/2) by Purchaser and one-half
          (1/2)  by  the  Seller.  Each  party  shall be responsible for its own


                                       17
<PAGE>
          attorney  and  accounting fees. If the deficit in the Net Asset Amount
          (as  shown on the Net Asset Report) is greater than ($-25,000.00), the
          Purchase  Price  shall  be  decreased on a dollar-for-dollar basis for
          such  difference by Seller first repaying to Purchaser by certified or
          cashier's  check  or  wire  transfer, from the cash paid under Section
          4.2(a).  The  resolutions  of any disputed legal matters pertaining to
          the  report  shall  be  subject  to  judicial  review.

5.2       Within  sixty  (60)  days  after  the  close  of  the 2002 fiscal year
          (December  31,  2002),  Seller  will  deliver  to  Purchaser  the
          determination  of  the  2002 EBIT for the period commencing January 1,
          2002  to  Closing,  prepared  by  Seller's  Accountant, along with any
          supporting  documentation  reasonably  requested  by  Purchaser,  and
          Purchaser  will  deliver  to Seller the determination of the 2002 EBIT
          for  the  period  commencing  with the Closing and ending December 31,
          2002,  prepared  by  Purchasers  internally  generated  accounting
          statements,  along  with  any  supporting  documentation  reasonably
          requested  by  Seller.  The  2002 EBIT shall be prepared in accordance
          with  generally  accepted  accounting  principles  using  the  same
          principles  as  set  forth  in  the  Financial  Statements.  Provided,
          however,  in  determining  the  2002  EBIT,  any  expense  charged  to
          Purchaser's  Verity  Solutions Division for signing bonuses to be paid
          to  Arnie  Wetherhill  and Mary Rose Dougherty shall be amortized over
          the  term  of  their  respective Employment Agreements with Purchaser.
          Thirty  (30)  days  following  delivery  of such reports, both parties
          shall  have the right to object in writing to the results contained in
          such  determinations.  If timely objection is not made by either party
          to  such  determination,  such  determination  shall  become final and
          binding.  If timely objection is made by any party and the parties are
          able  to resolve their differences in writing within fifteen (15) days
          following  the expiration of the 2002 EBIT objection period, then such
          determination as resolved shall become final and binding as it relates
          to this agreement. If timely objection is made by any party and Seller
          and  Purchaser  are  unable  to  resolve  their differences in writing
          within  ten  (10)  days  following  the  expiration  of  the 2002 EBIT
          objection period, then all disputed accounting matters relating to the
          report  shall  be submitted to and reviewed by an Arbitrator according
          to  the  process  and  procedure  set  forth in Section 5.1 above. The
          expenses of the arbitration shall be borne one-half (1/2) by Purchaser
          and  one-half (1/2) by Seller. Each party shall be responsible for its
          own accounting and attorney fees. The resolution of any disputed legal
          issues  pertaining  to  those  reports  shall  be  subject to judicial
          review.  Any  net reduction in the Purchase Price shall be made in the
          manner  set  forth  in  Section 4.1(e). Purchaser's existing Cleveland
          branch  will  not  be  included  in the calculation to be made for the
          period  commencing  with  the  Closing  and  ending December 31, 2002.


                                       18
<PAGE>
                                       6.
                              EMPLOYMENT AGREEMENT
                              --------------------

6.1       Employment  Agreement  of  Member.
          ---------------------------------

          At Closing, Purchaser shall enter into an Employment Agreement with J.
          Blackburn.  A copy of said Employment Agreement is attached hereto and
          made  a  part  hereof  as  Exhibit  I.


                                       7.
                       COVENANT NOT TO COMPETE AGREEMENTS
                       ----------------------------------

7.1       Covenant  Not  to  Compete  Agreements  of  Seller  and  Member.
          ---------------------------------------------------------------

          At Closing, Seller and Member shall enter into Covenant Not to Compete
          Agreements  with  Purchaser.  Copies  of  said Covenant Not to Compete
          Agreements  are  attached  hereto and made a part hereof as Exhibits J
          and  J-1.


                                       8.
               REPRESENTATIONS AND WARRANTIES OF SELLER AND MEMBER
               ---------------------------------------------------

          Except  as  set  forth in the Disclosure Schedule attached hereto, (i)
          Seller  and  Member,  jointly  and severally, represent and warrant to
          Purchaser that the following statements are true and correct as of the
          date  hereof.

8.1       Organization,  Good  Standing,  Qualification  and  Power  of  Seller.
          ---------------------------------------------------------------------

          (a)  Seller  is  a  limited  liability company duly organized, validly
               existing and in good standing under the laws of the State of Ohio
               and  has  the  power  and authority to own, lease and operate the
               Purchased  Assets  and  to  conduct  the Business currently being
               conducted by it. Seller is duly qualified and validly existing in
               Ohio  and  in good standing in each of the other jurisdictions in
               which  it  is  required  by  the  nature  of  its business or the
               ownership  of  its  properties  to  so  qualify.  Seller  has  no
               subsidiaries.  The  Disclosure  Schedule  correctly  lists,  with
               respect  to Seller, each jurisdiction in which it is qualified to
               do  business  as  a  foreign  company.


                                       19
<PAGE>
8.2       Capitalization.
          --------------

          (a)  The  outstanding  capitalization  of  Seller  consists  solely of
               membership interests, of which 100% is currently owned by Member.
               All outstanding membership units have been fully paid for and are
               nonassessable  and  have  not  been  issued  in  violation of the
               preemptive  rights  of  any  person.  Except  as set forth in the
               Disclosure  Schedule, Seller is not obligated to issue or acquire
               any  membership  interests,  nor  has  it  granted options or any
               similar  rights  with  respect  to  any  membership  interests.

8.3       Authority  to  Make  Agreement.
          ------------------------------

          The Seller and Member have the full legal power and authority to enter
          into,  execute, deliver and perform their respective obligations under
          this Agreement and each of the other agreements, instruments and other
          instruments  to  be  delivered  incident  hereto  ("Other  Seller
          Documents").  This  Agreement and the Other Seller Documents have been
          duly  and validly executed and delivered by Seller and Member, and are
          the  legal  and  binding  obligation  of  each of them, enforceable in
          accordance  with  their  respective  terms,  subject  to principles of
          equity,  bankruptcy  laws,  and  laws  affecting  creditors'  rights
          generally. The Seller has taken all necessary action (including action
          of  its  sole Member incident to its Operating Agreement) to authorize
          and approve the execution and delivery of this Agreement and the Other
          Seller  Documents,  the  performance of its obligations thereunder and
          the  consummation  of  the  transactions  contemplated  thereby.

8.4       Existing  Agreements,  Governmental  Approvals  and  Permits.
          ------------------------------------------------------------

          (a)  The execution, delivery and performance of this Agreement and the
               Other  Seller  Documents  by  the  Seller  and  Member, the sale,
               transfer,  conveyance,  assignment  and delivery of the Purchased
               Assets  to  Purchaser  as contemplated in this Agreement, and the
               consummation  of the other transactions contemplated thereby: (i)
               do  not  violate  any  provisions  of  law, statute, ordinance or
               regulation  applicable to the Seller, the Member or the Purchased
               Assets,  (ii)  (except  for  any of Sellers secured creditors set
               forth  in  Section  3.1, whose consent shall be obtained prior to
               Closing and except as set forth in the Disclosure Schedule), will
               not  conflict with, or result in the breach or termination of any
               provision of, or constitute a default under (in each case whether
               with  or  without  the  giving  of notice or the lapse of time or
               both)  the  Articles  of  Organization  or Operating Agreement of
               Seller,  or  any  indenture,  mortgage,  lease, deed of trust, or
               other  instrument,  contract or agreement or any license, permit,
               approval,  authority,  or any order, judgment, arbitration award,
               or decree to which Seller or Member is a party or by which Seller
               or  Member  or  any  of  their  assets  and  properties are bound
               (including,  without limitation, the Purchased Assets), and (iii)
               will  not  result  in the creation of any encumbrance upon any of
               the  properties,  assets, or the Business of Seller or of Member.
               Neither  the  Seller,  nor the Member, nor any of their assets or
               properties  (including, without limitation, the Purchased Assets)
               is  subject  to  any  provision of any mortgage, lease, contract,
               agreement,  instrument,  license,  permit,  approval,  authority,


                                       20
<PAGE>
               order,  judgment,  arbitration  award  or  decree, or to any law,
               rule,  ordinance,  or regulation, or any other restriction of any
               kind  or  character,  which  would  prevent Seller or Member from
               entering into this Agreement or any of the Other Seller Documents
               or  from  consummating  the  transactions  contemplated  thereby.

          (b)  Neither the Seller nor Member are a party to, subject to or bound
               by  any  agreement,  judgment,  award, order, writ, injunction or
               decree  of any court, governmental body or arbitrator which would
               prevent  the  use  by  Purchaser  of  the  Purchased  Assets  in
               accordance  with  present  practices  of Seller after the Closing
               Date  or  which,  by  operation of law, or pursuant to its terms,
               would  be breached, terminate, lapse or be subject to termination
               or  default  under  (in each case whether with or without notice,
               the  passage  of  time  or  both)  upon  the  consummation of the
               transactions  contemplated  in  this  Agreement.

          (c)  No  approval,  authority or consent of, or filing by Seller with,
               or  notification  to, any foreign, federal, state or local court,
               authority  or  governmental  or  regulatory body or agency or any
               person  is  necessary  to authorize the execution and delivery of
               this Agreement or the Other Seller Documents by Seller or Member,
               the  sale,  transfer,  conveyance, assignment and delivery of the
               Purchased  Assets  to Purchaser, or the consummation of the other
               transactions  contemplated  thereby,  or  to continue the use and
               operation  of the Purchased Assets by Purchaser after the Closing
               Date.

8.5       Financial  Statements.
          ---------------------

          (a)  Copies of the Financial Statements are attached to the Disclosure
               Schedule.  Each of the Financial Statements are true and complete
               in  all  material  respects  and were prepared in accordance with
               generally accepted accounting principles, applied on a consistent
               basis  throughout the periods indicated and fairly present in all
               material  respects  the  financial  condition  and  operations of
               Seller  as of the respective dates thereof and the results of its
               operations  and  changes in financial position for the respective
               periods  then  ended.

          (b)  Except to the extent reflected, reserved against, or disclosed on
               the  Pro Forma Balance Sheet, or the Financial Statements, or the
               Disclosure  Schedule,  Seller  had,  as of such date, no material
               liabilities  or  obligations  of  any  nature,  whether  accrued,
               absolute, contingent, or otherwise, including without limitation,
               unfunded  pension  or  other  retirement plan liabilities and tax
               liabilities  whether or not incurred in respect of or measured by
               the  Seller's  income,  for  any period prior to the date of said
               Financial Statements, or arising out of transactions entered into
               or  any set of facts existing prior thereto. Except to the extent
               disclosed  on  the Disclosure Schedule, there exists no basis for
               the  assertion  against  Seller,  as  of  the  date  of


                                       21
<PAGE>
               the  Financial  Statements  or of the Pro Forma Balance Sheet, of
               any  material  liability of any nature or in any amount not fully
               reflected,  reserved  against,  or  disclosed  in  the  Financial
               Statements  or  in  the  Pro  Forma  Balance  Sheet.

8.6       Customers.
          ---------

          The  Disclosure  Schedule  includes  a correct list of the twenty-five
          (25)  largest  customers  of  Seller  by  sales in dollars for each of
          fiscal  year 2001, and January through July of 2002, and the amount of
          business  done by the Seller with each such customer for such periods.
          Seller  has  no  knowledge that any of the current customers of Seller
          will  or intend to (a) cease doing business with Seller; or (b) cancel
          or  materially modify any currently contracted projects; or (c) not do
          business  with  the  Purchaser  after  the  Closing.

8.7       Intangible  Property.
          --------------------

          The  Disclosure  Schedule  includes  an  accurate  list  and  summary
          description  of  all patents, franchises, distributorships, registered
          and  unregistered trademarks, trade names and service marks, licenses,
          brand  names and company lists and all applications for the foregoing,
          presently  owned  and/or  held  (as  a  licensee  or otherwise) by the
          Seller.  The Seller is not a licensor in respect to any patents, trade
          secrets,  inventions,  shop rights, know-how, trademarks, trade names,
          copyrights, or applications therefor. The Disclosure Schedule contains
          an  accurate  and complete description of such intangible property and
          the  items  of all licenses and other agreements relating thereto. All
          of  the  above-mentioned  intangibles used in the Sellers Business are
          the  sole  property of the Seller and do not require the consent of or
          consent  to  any  other  person  as  a  condition  to their use or the
          transaction provided for herein and do not infringe upon the rights of
          others.

8.8       Significant  Agreements.
          -----------------------

          The  Disclosure Schedule contains an accurate and complete list of all
          contracts,  agreements,  licenses,  instruments  and  understandings
          (whether or not in writing) to which Seller is a party or is bound and
          that  are  material  to  the  Business, assets, financial condition or
          results  of  operations of the Seller. Without limiting the generality
          of  the  foregoing, such list includes all such contracts, agreements,
          licenses  and  instruments:

          (a)  Providing  for  payments  of  more  than  Five  Thousand  Dollars
               ($5,000.00)  per year, other than purchase orders incurred in the
               ordinary  course  of  business;

          (b)  Providing  for the extension of credit other than consistent with
               normal  credit  terms  described  in  the  Disclosure  Schedule;


                                       22
<PAGE>
          (c)  Limiting the ability of the Seller to conduct the Business or any
               other  business  or  to  otherwise  compete  in  its or any other
               business,  including  as  to  manner  or  place;

          (d)  Providing  for  a guarantee or indemnity by Seller, including but
               not  limited  to  any  indemnification  provided  under any asset
               purchase  agreement,  stock  purchase  agreement,  or  other
               transaction  that  Seller  is  a  party  to;

          (e)  With  any  Affiliate  of  Seller;

          (f)  With  any  labor  union  or employees' association connected with
               Sellers  Business;

          (g)  For  the  employment  or  retention  of  any  director,  manager,
               officer,  employee,  agent, member, consultant, broker or advisor
               of  Seller or any other contract between Seller and any director,
               manager,  officer, employee, agent, member, consultant or advisor
               which  does not provide for termination at will by Seller without
               further  cost  or  other liability to Seller as of or at any time
               after  the  Closing;

          (h)  In  the  nature  of  a  profit  sharing,  pension,  deferred
               compensation,  retirement,  severance, hospitalization, insurance
               or  other  plan  or  contract  providing benefit to any person or
               former  director,  manager,  officer,  employee,  agent,  member,
               consultant,  broker  or  advisor  of  Seller,  or  such  person's
               dependents,  beneficiaries  or  heirs;

          (i)  In the nature of an indenture, mortgage, promissory note, loan or
               credit  agreement  or other contract relating to the borrowing of
               money  or a line of credit by Seller or relating to the direct or
               indirect  guarantee  or  assumption  by  Seller of obligations of
               others;

          (j)  Leases  or subleases with respect to any property, real, personal
               or  mixed,  in which Seller is involved, as lessor or lessee; and

          (k)  Distributorship Agreement(s) or License Agreement(s) with respect
               to  any  property  which  Seller  has  entered  into as licensor.

          True  and  correct  copies of all items so disclosed in the Disclosure
          Schedule  (if  written)  have  been  provided  or  made  available  to
          Purchaser.  Each  of such items listed, or required to be listed, is a
          valid  and  enforceable obligation of Seller and to Sellers Knowledge,
          the other party(ies) thereto enforceable in accordance with its terms,
          subject  to  principles of equity, bankruptcy laws, and laws affecting
          creditors'  rights generally, and there have been no material defaults
          or  claims  of  material default by Seller or the counterparty thereto
          and  there  are  no facts or conditions that have occurred or that are
          anticipated  to occur which, through the passage of time or the giving
          of  notice,  or  both,  would


                                       23
<PAGE>
          constitute a default by Seller, or would cause the acceleration of any
          obligation of any party thereto or the creation of an Encumbrance upon
          any  asset of Seller. There are no material oral contracts, agreements
          or  understandings  made  by  the  Member,  material  to the Purchased
          Assets,  except such as have been disclosed in the Disclosure Schedule
          and  for  which  an  accurate  summary  description has been provided.

8.9       Inventory.
          ---------

          Seller  represents  that it does not own any inventory incident to the
          operation  of  its  Business.

8.10      Accounts  Receivable  and  Vendor  Receivables.
          ----------------------------------------------

          All  accounts  receivable  and  vendor receivables of the Seller which
          have arisen in connection with the Business or otherwise and which are
          reflected  on  the Financial Statements and all receivables which have
          arisen  since July 31, 2002 through the Closing shall have arisen only
          from  bonafide  transactions  in  the  ordinary course of business and
          represent  valid,  collectible and existing claims, net of any reserve
          as  reflected  on  the  Pro  Forma  Balance Sheet. Subject to customer
          credit,  the payment of each account and vendor receivable will not be
          subject  to  any  known  defense,  counterclaim  condition (other than
          Sellers  performance  in  the ordinary course of business) whatsoever.
          The  Disclosure  Schedule  hereto  accurately lists, as of the Closing
          Date,  all receivables arising out of or relating to the Business, the
          amount  owing  and  aging of such accounts receivable, the name of the
          party  from  whom  such  account  receivable is owing, any security in
          favor of any Seller for the repayment of such account receivable which
          Seller  purports  to  have.  Seller  has  made  available to Purchaser
          complete  and  correct  copies  of  all  instruments,  documents  and
          agreements evidencing such accounts receivable and of all instruments,
          documents  or  agreements  (if  any)  creating  security  therefor.

8.11      Taxes.
          -----

          Except  as  to Taxes not yet due and payable, and except for Taxes the
          payment  of  which  is being diligently contested in good faith and by
          proper  proceedings  and  for  which  adequate  reserves  have  been
          established  in  accordance  with  generally  accepted  accounting
          principles, and except as set forth in the Disclosure Schedule, Seller
          has  filed  all Tax Returns that are now required to be filed by it in
          connection  with  any  federal,  state  or  local  tax, duty or charge
          levied,  assessed  or  imposed upon them, or their property, including
          unemployment, social security and similar taxes; and all of such Taxes
          have been either paid or adequate reserves or other provision has been
          made  therefor.  Seller  and  Member  shall  pay,  without  right  of
          reimbursement  from  Purchaser,  all  of  Sellers  and Member's income
          Taxes,  including  any  interest and penalties thereon, that relate to
          the  activities  of  Seller  through  the  Closing  including  this
          transaction,  as  due.


                                       24
<PAGE>
8.12      Title  to  Purchased  Assets;  Encumbrances.
          -------------------------------------------

          (a)  With  respect to the Purchased Assets sold, at the Closing Seller
               shall  have  good  title  to  the  owned  by it being acquired by
               Purchaser,  and except for matters expressly set forth in Section
               3.1,  which Encumbrances, if any, upon the Purchased Assets shall
               be  removed  at  Closing,  free  and  clear  of  all Encumbrances
               whatsoever;  immediately  after  the  transfer  of  the Purchased
               Assets  being  acquired  by  Purchaser from Seller, and Purchaser
               will  own  all  of  said  Purchased Assets, free and clear of all
               Encumbrances  whatsoever,  whether perfected or unperfected; and,
               by  way  of  illustration  but  not limitation, there are not any
               unpaid  taxes, assessments or charges due or payable by Seller to
               any  federal,  state  or  local  agency,  or  any  obligations or
               liabilities or any unsatisfied judgments against, or, to the best
               of  Seller's  knowledge, any litigation or proceedings pending or
               threatened  against Seller by any of Seller's employees, clients,
               customers, creditors, suppliers, or any other party (nor state of
               facts  for  any  such  obligation,  liability,  litigation  or
               proceeding),  that  could  become a claim, obligation, liability,
               lien  or  other  charge  of or against Purchaser or the Purchased
               Assets.  To  the  best  of  knowledge  of Seller, all of Seller's
               tangible  and  other  operating assets used in the Business which
               are  being  sold  hereunder  to  Purchaser  are,  in all material
               respects,  in  good  operating  condition and repair, free of all
               structural,  material  or mechanical defects and conform with all
               applicable  laws  and  regulations.

          (b)  Except  as otherwise specifically set forth herein, Seller is not
               a  party  to  any  contract,  agreement, lease or commitment that
               would  result  in any claim, obligation, liability, lien or other
               charge  against  Purchaser or the Purchased Assets, and Purchaser
               is  not  obligated  to assume the obligations under any contract,
               agreement,  lease or commitment of Seller, except as specifically
               set  forth  herein.

8.13      Pending  Actions.
          ----------------

          Seller  has  not  been  served with or received notice of any actions,
          suits,  arbitrations,  OSHA,  EPA or other governmental violations, or
          any  other  proceedings  or  investigations,  either administrative or
          judicial,  strikes,  lockouts  or NLRB charges or complaints ("Actions
          and  Disputes").  There  are no Actions or Disputes pending or, to the
          best  of  Sellers knowledge, threatened against or affecting (directly
          or  indirectly)  Seller  or its property or assets nor, to the best of
          Sellers knowledge, are there any facts or conditions which exist which
          would  give  rise to any such Actions or Disputes which, if determined
          adversely  to  Seller,  would  have a material adverse effect upon the
          Sellers  Business.


                                       25
<PAGE>
8.14      Insurance.
          ---------

          The  Disclosure  Schedule  contains  an  accurate and complete listing
          (showing  type of insurance, amount, insurance company, annual premium
          and  special  exclusions) of all policies of fire, liability, worker's
          compensation and other forms of insurance owned or held by Seller. All
          such  policies  are  in  full  force  and  effect;  are sufficient for
          compliance with all requirements of law and of all agreements to which
          Seller  is  a  party; are valid, outstanding and enforceable policies;
          provide  adequate  insurance coverage for the assets and operations of
          Seller  and  will remain in full force and effect through the Closing.
          There  are  no  outstanding  requirements  or  recommendations  by any
          insurance  company  that  issued  a  policy with respect to any of the
          properties  and  assets of Seller by any Board of Fire Underwriters or
          other  body exercising similar functions or by any Governmental Entity
          requiring  or  recommending any repairs or other work to be done on or
          with  respect  to  any  of  the  properties  and  assets  of Seller or
          requiring  or recommending any equipment or facilities to be installed
          on  or  in  connection with any of the properties or assets of Seller.

8.15      Status  of  the  Business.
          -------------------------

          (a)  Since July 31, 2002, the Business of the Seller has been operated
               only  in  the  ordinary  course,  and, except as set forth in the
               Disclosure  Schedule,  there  has  not  been  with respect to the
               Business:

               (i)  Any  material  change in its condition (financial or other),
                    assets,  liabilities,  obligations,  business  or  earnings,
                    except  changes  in the ordinary course of business, none of
                    which  in  the  aggregate  has  been  materially  adverse;

               (ii) Any material liability or obligation incurred or assumed, or
                    any  material  contract,  agreement,  arrangement,  purchase
                    order,  lease  (as  lessor  or  lessee), or other commitment
                    entered  into or assumed, on behalf of the Business, whether
                    written  or oral, except in the ordinary course of business;

              (iii) Any  purchase  or sale of material assets in anticipation of
                    this Agreement, or any purchase, lease, sale, abandonment or
                    other disposition of material assets, except in the ordinary
                    course  of  business;

               (iv) Any  waiver  or  release  of any material rights, except for
                    rights  of  nominal  value;


                                       26
<PAGE>
               (v)  Any cancellation or compromise of any material debts owed to
                    Seller  or  material  claims known by Seller against another
                    person or entity, except in the ordinary course of business;

               (vi) Any  damage or destruction to or loss of any physical assets
                    or property of Seller which materially adversely affects the
                    Business  or any of the properties of Seller (whether or not
                    covered  by  insurance);

              (vii) Any  material  changes  in  the  accounting  practices,
                    depreciation  or  amortization  policy  or rates theretofore
                    adopted  by  Seller, or any material revaluation or write-up
                    or  write-down  of  any  of  their  assets;

             (viii) Any  direct  or  indirect  redemption,  purchase  or  other
                    acquisition  for  value  by  Seller  of  its  shares  or any
                    agreement  to  do  so;

               (ix) Any  material  increase in the compensation levels or in the
                    method of determining the compensation of any of the Sellers
                    officers, managers, directors, agents, employees or members,
                    or  any bonus payment or similar arrangement with or for the
                    benefit of any such person, any increase in benefits expense
                    to  Seller,  any  payments  made  or  declared  into  any
                    profit-sharing,  pension,  or  other retirement plan for the
                    benefit  of  employees  of  Seller,  except  in the ordinary
                    course  of  business;

               (x)  Any  loans  or advances between Seller and any Member or any
                    family  member or any associate or Affiliate of Seller or of
                    Member;

               (xi) Any  material contract canceled or the terms thereof amended
                    or  any  notice  received  with respect to any such contract
                    terminating  or  threatening termination or amendment of any
                    such  contract;

              (xii) Any  transfer  or  grant  of any material rights under any
                    leases,  licenses,  agreements, or with respect to any trade
                    secrets  or  know-how;

             (xiii) Any  labor  trouble  or  employee  controversy  materially
                    adversely  affecting  the  Business  or  assets;

              (xiv) Any  distribution on or in respect of membership interests
                    of  Seller;  or


                                       27
<PAGE>
               (xv) The  incurring  of  any  Funded  Debt except in the ordinary
                    course  of  business.

          (b)  To  the  best  of  Seller's  Knowledge,  the  Seller  is  not:

               (i)  in violation of any outstanding judgment, order, injunction,
                    award  or  decree  specifically relating to the Business, or

               (ii) in  violation  of any federal, state or local law, ordinance
                    or  regulation  which  is applicable to the Business, except
                    where  such  violation  does  not  have a materially adverse
                    effect  on  the  Business.

               The  Seller  has  all  permits,  licenses,  orders,  approvals,
               authorizations,  concessions and franchises of any federal, state
               or  local governmental or regulatory body that are material to or
               necessary in the conduct of the Business, except where failure to
               have  such  permit,  license,  order,  approval,  authorization,
               concession or franchise does not have a materially adverse effect
               on  the  Business. All such permits, licenses, orders, approvals,
               concessions  and  franchises  are  set  forth  on  the Disclosure
               Schedule  and  are  in  full  force  and  effect  and there is no
               proceeding  pending or, to the knowledge of Seller, threatened to
               revoke  or  limit  any  of  them.

          (c)  No  claim,  litigation,  action,  investigation  or proceeding is
               pending or, to the knowledge of Seller, threatened, and no order,
               injunction  or  decree is outstanding, against or relating to the
               Business  or  its  assets,  and  Seller  does  not  know  of  any
               information  which  could  result  in  such  a claim, litigation,
               action,  investigation  or  proceeding,  which,  if  determined
               adversely  to  Seller,  would have a material adverse effect upon
               Sellers  Business.

          (d)  At the Closing, Seller shall have accrued or paid in full, to all
               employees  of  the  Business,  all  wages, salaries, commissions,
               bonuses, vacations and other direct compensation for all services
               performed  by  them.  Seller  is  in  compliance  in all material
               respects  with  all federal, state and local laws, ordinances and
               regulations  relating  to  employment and employment practices at
               the  Business,  and  all  employee  benefit  plans  and  tax laws
               relating  to employment at the Business. There is no unfair labor
               practice  complaint  against  Seller  relating  to  the  Business
               pending  before  the  National  Labor  Relations Board or similar
               agency  or  body  and,  to  the  best  of  Sellers  Knowledge, no
               condition  exists  that  could  give  rise  to  any  unfair labor
               practice  complaint.  There is no labor strike, dispute, slowdown
               or  stoppage  actually  pending  or,  to the Knowledge of Seller,
               threatened against or involving the Business.


                                       28
<PAGE>
               Seller has no labor contracts or collective bargaining agreements
               with  respect  to  any  of  its  employees.

8.16      Environmental  Laws.
          -------------------

          (a)  To  the  best  of  Seller's Knowledge, the real estate locations,
               which are leased by Seller, ("Real Estate") have not been used or
               operated  in  any  fashion  involving  producing,  handling  and
               disposing  of  chemicals,  toxic  substances, wastes and effluent
               materials,  x-rays  or  other  materials  or  devices in material
               violation  of  any laws, rules, regulations or orders, and to the
               best  of  Sellers  Knowledge,  the  Real  Estate  is  in material
               compliance with applicable laws, regulations, ordinances, decrees
               and  orders  arising  under  or  relating  to health, safety, and
               environmental  laws and regulations, including without limitation
               the  Federal  Occupation and Safety Health Act, 29 U.S.C. 651, et
               seq.; Federal Resource Conservation and Recovery Act ("RCRA"), 42
               U.S.C.  6901,  et  seq.;  Federal  Comprehensive  Environmental
               Response,  Compensation  and  Liability Act ("CERCLA"), 42 U.S.C.
               9601,  et  seq.;  the  Federal  Clean Air Act, 42 U.S.C. 2401, et
               seq.;  the  Federal Clean Water Act, 33 U.S.C. 1251, et seq.; and
               all  state and local laws that correspond therewith or supplement
               such  laws.

          (b)  To  the  best  of Sellers Knowledge, the Real Estate has not been
               operated, in violation of any laws, rules, regulations or orders,
               so  as  to  involve  or  create  any  surface  impoundments,
               incinerators,  land  fills,  waste storage tanks, waste piles, or
               deep  well  injection  systems  or  for  the  purpose of storage,
               treatment  or disposal of a hazardous waste as defined by RCRA or
               hazardous  substance,  pollutant  or  contaminate  as  defined by
               CERCLA  and,  to the best of Sellers Knowledge, no acts have been
               committed  that  would  make  the Real Estate or any part thereof
               subject  to remedial action under RCRA or CERCLA or corresponding
               state  or  local  laws.

          (c)  To  the  best of Seller's Knowledge, there have not been, are not
               now  and  as  of  the Closing Date, there will be no solid waste,
               hazardous  waste,  hazardous  substance,  toxic  substance, toxic
               chemicals, pollutants or contaminants, underground storage tanks,
               purposeful  dumps,  or accidental spills in, on or about the Real
               Estate  or any of the assets of Seller, whether real or personal,
               owned  or  leased, or stored on any real property owned or leased
               by  Seller  or  by  Seller's  lessees,  licensees,  invites,  or
               predecessors.

          (d)  Seller  is  not  engaged in, and to the best of Sellers Knowledge
               and  belief,  is  not  threatened  with  any  litigation,  or
               governmental or other proceeding which may give rise to any claim
               against  the  Real  Estate.  Specifically,  there  are no pending
               suits,  charges,  actions,


                                       29
<PAGE>
               governmental  investigations,  or  other  proceedings, involving,
               directly or indirectly without limitation, the laws, statutes and
               regulations set forth in subsection (a), above, whether initiated
               by  a third party or by Seller and there are none, to the best of
               Sellers Knowledge, threatened against or relating to or involving
               the  Real  Estate  or  the  transactions  contemplated  by  this
               Agreement.  Seller  is  not in default with respect to any order,
               writ,  injunction  or  decree  of  any  federal,  state, local or
               foreign  court,  department,  agency  or  instrumentality.

          (e)  To  the  best  of  Sellers  Knowledge,  Seller  has  obtained all
               permits,  and  licenses  and other authorizations required by all
               environmental  laws;  and all of such permits, licenses and other
               authorizations  are  in  full  force  and  effect  as of the date
               hereof. A true and correct list of all such permits, licenses and
               other  authorizations  is  set  forth in the Disclosure Schedule.

8.17      Certain  Employees
          ------------------

          (a)  Each  of  the following is included in the list of agreements set
               forth  in  the  Disclosure  Schedule:  all  collective bargaining
               agreements,  employment  and  consulting agreements, bonus plans,
               deferred compensation plans, employee pension plans or retirement
               plans,  employee  profit-sharing  plans,  employee  membership
               interest  purchase  and  membership  interest  option  plans,
               hospitalization  insurance,  and  other  plans  and  arrangements
               providing  for  employee  benefits  of  employees  of the Seller.

          (b)  The  Disclosures  Schedule contains a true, complete and accurate
               list  of the following: the names, positions, and compensation of
               the present employees of Seller, together with a statement of the
               annual  salary payable to salaried employees and a summary of the
               bonuses and description of agreements for additional compensation
               and  other like benefits, if any, paid or payable to such persons
               for  the  period  set forth in the Disclosure Schedule. Except as
               listed  in  the  Disclosure  Schedule,  to  the  best of Seller's
               Knowledge,  all  employees of the Seller are employees--at--will.

          (c)  Seller has no retired employees who are receiving or are entitled
               to  receive  any  payments, health or other benefits from Seller.

8.18      Payments  to  Employees.
          -----------------------

          All  accrued obligations of Seller relating to employees and agents of
          Seller,  whether  arising by operation of law, by contract, or by past
          service,  for payments to trusts or other funds or to any governmental
          agency,  or  to  any  individual  employee  or  agent  (or  his heirs,
          legatees,  or  legal


                                       30
<PAGE>
          representatives)  with  respect to unemployment compensation benefits,
          deferred  compensation,  profit  sharing  or  retirement  benefits, or
          social security benefits have been paid or accrued by such Seller. All
          obligations  of  Seller  as  an  employer  or  principal  relating  to
          employees or agents, whether arising by operation of law, by contract,
          or  by past practice, for vacation and holiday pay, bonuses, and other
          forms  of  compensation  which  are  or  may  become  payable  to such
          employees  or  agents,  have  been  paid or will be paid or accrued by
          Seller.

8.19      Change  of  Corporate  Name.
          ---------------------------

          At  the Closing, the Seller, if requested by Purchaser, will adopt and
          file  with the Secretary of State of Ohio an Amendment to the Articles
          of  Organization  of  Seller,  changing  the  name of Seller to a name
          substantially  dissimilar  to  VERITY  SOLUTIONS,  LLC, and the Seller
          shall  also  execute  a  Consent  for Use of Similar Name form, as set
          forth  in the Disclosure Schedule, granting to Purchaser consenting to
          the  use  of  the  name  VERITY  SOLUTIONS,  LLC.

8.20      Brokers  and  Finders.
          ---------------------

          Except  as  set forth in the Disclosure Schedule, no broker, finder or
          other  person  or entity acting in a similar capacity has participated
          on  behalf  of  Seller  in  bringing  about  the  transaction  herein
          contemplated,  or rendered any service with respect thereto or been in
          any  way  involved  therewith.

8.21      Preservation  of  Organization.
          ------------------------------

          Except  as  set forth on the Disclosure Schedule, since July 31, 2002,
          the  Seller  has  kept  intact  the  Business  and organization of the
          Seller;  retained  the  services of all the Sellers material employees
          and  agents,  retained the Sellers arrangements with the manufacturers
          of  the products distributed by Seller in the same manner as conducted
          prior  to  such  date, and engaged in no transaction other than in the
          ordinary  course  of  Sellers  Business.

8.22      Absence  of  Certain  Business  Practices.
          -----------------------------------------

          Neither the Seller nor to the Sellers Knowledge, any officer, employee
          or  agent  of  the  Seller, nor any other Person acting on its behalf,
          has,  directly  or  indirectly,  within  the  past five years given or
          agreed  to  give  any  gift,  bribe,  rebate  or kickback or otherwise
          provide  any  similar  benefit to any customer, supplier, governmental
          employee or any other Person who is or may be in a position to help or
          hinder the Seller or the Business (or assist Seller in connection with
          any  actual  or  proposed  transaction relating to the Business or any
          other  business  previously operated by Seller) (i) which subjected or


                                       31
<PAGE>
          might  have  subjected  Seller  to any damage or penalty in any civil,
          criminal  or  governmental litigation or proceeding, (ii) which if not
          given  in  the  past,  might have had a material adverse effect on the
          Business,  (iii)  which  if  not continued in the future, might have a
          material  adverse  effect on the Business or subject Seller to suit or
          penalty  in any private or governmental litigation or proceeding, (iv)
          for  any  of  the purposes described in Section 162(c) of the Code, or
          (v)  for the purpose of establishing or maintaining any concealed fund
          or  concealed  bank  account.

8.23      Suppliers.
          ---------

          The  Disclosure  Statement  sets forth the names of and description of
          contractual  arrangements  (whether or not binding or in writing) with
          the  ten  (10) largest suppliers of the Seller by sales or services in
          dollars.  Assuming that Purchaser continues to conduct the Business in
          the  ordinary course consistent with Sellers prior practices generally
          and specifically with respect to Sellers current suppliers, Seller has
          no  direct  knowledge  that any of the current suppliers of the Seller
          will,  or  intend  to,  (a)  cease  doing business with Seller; or (b)
          materially  alter the amount of business they are currently doing with
          Seller;  or  (c) not do business with the Purchaser after the Closing.

8.24      Product  Liability  Claims.
          --------------------------

          To  the  best  of  Seller's  Knowledge,  there are no material product
          liability  claims  against Seller, either potential or existing, which
          are  not  fully covered by product liability insurance coverage with a
          responsible  company  which,  if determined adversely to Seller, would
          have  a  material  adverse  effect  upon  the  Sellers  Business.

8.25      Employee  Benefit  Plans.
          ------------------------

          For  the  purposes  of  this  Section 8.25, "Seller" shall include all
          persons  who  are  members of a controlled group, a group of trades or
          businesses  under  common  control,  or  an  affiliated  service group
          (within  the  meanings of Sections 414(b), (c) or (m) of the Code), of
          which  Seller  is  a  member.

          (a)  The  Employee  Benefit Plans presently maintained by Seller or to
               which  Seller  has  contributed  within  the  past six (6) years,
               including  any  terminated  or  frozen  plans  which have not yet
               distributed  all  plan  assets,  are  fully  set  forth  in  the
               Disclosure  Schedule.  For  purposes  of this provision, the term
               "Employee  Benefit  Plan"  shall  mean:

               (i)  A  Welfare  Benefit  Plan  as defined in Section 3(1) of the
                    Employee  Retirement Income Security Act of 1974, as amended
                    ("ERISA")  established  for the purpose of


                                       32
<PAGE>
                    providing  for  its  participants  or  their  beneficiaries,
                    through  the  purchase  of  insurance or otherwise, medical,
                    surgical,  or  hospital care or benefits, or benefits in the
                    event  of  sickness,  accident,  disability,  death  or
                    unemployment  (including  any  plan  or program of severance
                    pay), or vacation benefits, apprenticeship or other training
                    programs, or day care centers, scholarship funds, or prepaid
                    legal  services,  or any benefit described in Section 302(c)
                    of  the  Labor  Management  Relations  Act  of  1947;

               (ii) An  Employee Pension Benefit Plan as defined in Section 3(2)
                    of ERISA established or maintained by Seller for the purpose
                    of  providing  retirement  income  to  employees  or for the
                    purpose  of  providing  deferral  of income by employees for
                    periods  extending  to the termination of covered employment
                    or  beyond;  and

              (iii) Any  other  plan  or  arrangement not covered by ERISA but
                    which provides benefits to employees or former employees and
                    results in an accrued liability on the part of Seller either
                    by  contract  or  by  operation  of  law.

          (b)  With  respect  to  any  such  Employee  Benefit Plans, the Seller
               represents  and  warrants that, to the best of Sellers Knowledge;

               (i)  The  Seller  has  not,  with respect to any Employee Benefit
                    Plans,  engaged  in any prohibited transaction, as such term
                    is  defined  in  Section  4975 of the Code or Section 406 of
                    ERISA.

               (ii) The  Seller has, with respect to any Employee Benefit Plans,
                    substantially  complied  with  all  reporting and disclosure
                    requirements  required  by  Title  I,  Subtitle B, Part 1 of
                    ERISA.

              (iii) There was no accumulated funding deficiency (as defined in
                    section  302  of  ERISA  and  Section  412 of the Code) with
                    respect  to  any  Employee  Pension  Benefit Plan which is a
                    defined  benefit  pension plan, whether or not waived, as of
                    the  last  day  of  the most recent fiscal year of the plans
                    ending  prior  to  the  date  of  this  Agreement.

               (iv) Except as described on the Disclosure Schedule, there are no
                    contributions  due  to any Employee Pension Benefit Plan for
                    the most recent fiscal year of the plans ending prior to the
                    date of this Agreement and the Seller's Financial Statements
                    reflect any liability of Seller to make contributions to the
                    Employee  Pension  Benefit  Plans, and a pro rata portion of
                    the contributions (including matching contributions)


                                       33
<PAGE>
                    for  the  plan  year  on which the Closing Date occurs shall
                    have  been  made  on  or  prior  to the Closing Date for the
                    period  ending  on  the  Closing  Date.

               (v)  No material liability to the Pension Benefit Guaranty
                    Corporation ("PBGC") has been asserted with respect to any
                    Employee Pension Benefit Plan which is a defined benefit
                    pension plan.

               (vi) There  has  been no reportable event as described in Section
                    4043(b) of ERISA since the effective date of Section 4043 of
                    ERISA  with  respect  to  any  Employee Pension Benefit Plan
                    which  is  a  defined  benefit  plan.

              (vii) Except  for  claims  for  benefits  by  participants  and
                    beneficiaries in the normal course of events, to the best of
                    Seller's  knowledge,  there  are  no  claims,  pending  or
                    threatened, by any individual or Governmental Entity, which,
                    if  decided  adversely, would have a material adverse effect
                    upon  the  financial condition of any Employee Benefit Plan,
                    the  plan  administrator  of  any  Employee Benefit Plan, or
                    Seller.

             (viii) The  Seller  has made available for inspection all annual
                    reports for Seller filed on Internal Revenue Service ("IRS")
                    Form  5500  or  5500C, all reports for Seller prepared by an
                    actuary  for  the  last three plan years, the plan and trust
                    documents  and the Summary Plan Description, as amended, for
                    each Employee Benefit Plan and the last filed PBGC1 Form (if
                    applicable)  for each Employee Benefit Plan, with respect to
                    any  Employee  Benefit Plans other than multi-employer plans
                    (within  the  meaning  of Section 3(37) of ERISA), and other
                    reports  filed  with  the  PBGC  during  the last three plan
                    years.

               (ix) All  Employee  Pension  Benefit  Plans  are  intended  to be
                    qualified  retirement  plans  under  the  Code.  The IRS has
                    issued, and Seller has made available for inspection, one or
                    more determination letters with respect to the qualification
                    of  all  Employee Pension Benefit Plans stating that the IRS
                    has  made  a favorable determination as to the qualification
                    of  such  Plan  under  Section  401(a) of the Code, and that
                    continued qualification of the Plan in its present form will
                    depend  upon  its effect in operation. The time for adoption
                    of any amendments required by changes in the Code since such
                    determination  letters  were  issued, or changes required by
                    the  IRS  as a condition for continued qualification of such
                    plans  has  not  expired,  or  did  not  expire without such
                    amendments  being  made. Such plans are now, and always have
                    been,  established in writing and maintained and operated in
                    accordance with the plan


                                       34
<PAGE>
                    documents,  ERISA,  the Code, and all other applicable laws.
                    Except  as  described in the Disclosure Schedule, such Plans
                    are  now  and  always  have been, established in writing and
                    maintained and operated substantially in accordance with the
                    plan  documents,  ERISA,  the  Code and all other applicable
                    laws,  in  all  material  respects.

               (x)  There  is  no  liability  arising  from  the  termination or
                    partial termination of any Employee Benefit Plan, except for
                    liabilities  as  to which adequate reserves are reflected on
                    the  Financial  Statements,  and  there  exists no condition
                    presenting  a  material  risk  of  such  liability.

               (xi) The Seller has timely made any contributions it is obligated
                    to  make  to  any  multi-employer plan within the meaning of
                    Section  3(37) of ERISA. The Seller has no liability arising
                    as  a  result of withdrawal from any multi-employer plan, no
                    such  withdrawal  liability  has  been  asserted and no such
                    withdrawal  liability  will  be  asserted with regard to any
                    withdrawal  or  partial  withdrawal on or before the date of
                    this  Agreement.

8.26      Assets  Necessary  to  the  Business.
          ------------------------------------

          The  Seller  owns,  leases  or  holds  under  license  all  assets and
          properties  (tangible  and  intangible)  necessary  to  carry  on  the
          Business  and  operations  as  presently conducted and as shown on the
          Financial Statements. Such assets and properties are all of the assets
          and  properties  necessary  to  carry  on  the  Seller's  Business  as
          presently  conducted  and  neither  the Member (other than through his
          ownership  of  a  membership interest in Seller and/or as set forth on
          the  Disclosure Schedule) nor any member of his family own or lease or
          has  any  interest in any assets or properties presently being used to
          carry  on  the  Business  of  Seller.

8.27      Transactions  with  Affiliates.
          ------------------------------

          Except  as  disclosed  on  the Disclosure Schedule, there is no lease,
          sublease,  contract,  agreement  or  other  arrangement  of  any  kind
          whatsoever  entered  into  by  Seller  and  Member.

8.28      Territorial  Restrictions.
          -------------------------

          Except  as  described  in  the  Disclosure  Schedule,  Seller  is  not
          restricted  by  any  written agreement or understanding with any other
          Person  from  carrying  on the Business anywhere in the world. Neither
          Purchaser  nor  any  of  its  Affiliates  will,  as  a  result  of its
          acquisition  of  the Purchased Assets become restricted in carrying on
          the  Business  anywhere  in  the  world as a result of any contract or
          other  agreement  to  which Seller is a party or by which it is bound.


                                       35
<PAGE>
8.29       Immigration  Compliance.
           -----------------------

          (a)  Seller  is  in  compliance with all applicable federal, state and
               local  laws,  rules,  directives  and regulations relating to the
               employment  authorization  of  their  respective  employees
               (including,  without  limitation,  the  Immigration  Reform  and
               Control  Act  of  1986,  as amended and supplemented, and Section
               212(n)  and  274A  of  the  Immigration  and  Nationality Act, as
               amended  and  supplemented,  and  all  implementing  regulations
               relating  thereto),  and  Seller has not employed nor is any such
               entity  currently employing any unauthorized aliens (as such term
               is  defined  under  8  CFR  274a.1(a)).

          (b)  Seller  has  not  received  any  notice  from the Immigration and
               Naturalization  Service  (the  "INS")  or  the  United  States
               Department  of  Labor (the "DOL") of the disapproval or denial of
               any visa petition or entry permit pending before the INS or labor
               certification pending before the DOL on behalf of any employee or
               prospective  employee  of  Seller.

          (c)  Since  the  approval  of each of their respective visa petitions,
               there  has been no material change in the terms and conditions of
               employment  of  any  employees  of  Seller.

          (d)  Seller  shall  have  delivered  to  Purchaser by the Closing Date
               true,  accurate  and complete copies of all visa petitions, entry
               permits  and  visa  applications  (and  all supporting documents)
               submitted  to  the  INS for all foreign employees and prospective
               foreign  employees  of  Seller.

8.30      Full  Disclosure.
          ----------------

          None  of  the  representations  and  warranties  made  by Seller named
          herein,  or  made on its behalf, including any disclosures made in the
          Disclosure Schedule, contains or will contain, to the best of Seller's
          or  Member's knowledge, any untrue statement of material fact or omits
          or  will  omit  any  material  fact.


                                       9.
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER
                   -------------------------------------------

Purchaser  hereby  represents  and  warrants  to  the  Seller that the following
statements  are  true  and  correct as of the date hereof, and shall be true and
correct  as  of  the  Closing  Date:


                                       36
<PAGE>
9.1       Organization,  Good  Standing  and  Power  of  Purchaser.
          --------------------------------------------------------

          (a)  Purchaser  is  a  corporation duly incorporated, validly existing
               and  in good standing under the laws of the State of Delaware and
               has full corporate power and lawful authority to execute, deliver
               and perform this Agreement and conduct the Business of the Seller
               currently conducted by the Seller in each of the jurisdictions in
               which  the  Seller currently conducts the Business, which are the
               only  jurisdictions  where  the  failure  to  be  so qualified by
               Purchaser  will  have  a  material adverse effect on the business
               prospects  or  financial  condition  of  Purchaser.

9.2       Status  of  Agreements.
          ----------------------

          (a)  All  requisite corporate action (including action of its Board of
               Directors)  to  approve,  execute,  deliver  and  perform  this
               Agreement and each of the other agreements, instruments and other
               documents  to  be delivered by and on behalf of Purchaser ("Other
               Purchaser  Documents")  in  connection herewith has been taken by
               Purchaser.  This Agreement has been duly and validly executed and
               delivered  by  Purchaser  and  constitutes  the valid and binding
               obligation of Purchaser enforceable in accordance with its terms.
               All  Other  Purchaser Documents in connection herewith will, when
               executed  and  delivered,  constitute  the  valid  and  binding
               obligation  of  Purchaser  enforceable  in  accordance with their
               respective  terms.

          (b)  No authorization, approval, consent or order of, or registration,
               declaration  or  filing  with,  any  court,  governmental body or
               agency  or  other  public  or  private  body, entity or person is
               required  (except  for  providing  Purchasers  primary  lenders,
               Deutsche  Financial  Services  Company, et al, with a certificate
               prior  to Closing certifying that this transaction is a permitted
               acquisition as defined in the Credit Facilities Agreement between
               the  parties)  in  connection  with  the  execution,  delivery or
               performance of this Agreement or any Other Purchaser Documents in
               connection  herewith.

          (c)  Neither the execution, delivery nor performance of this Agreement
               or  any  of  the Other Purchaser Documents in connection herewith
               does  or  will:

               (i)  conflict  with,  violate  or  result  in  any  breach of any
                    judgment,  decree,  order,  statute,  ordinance,  rule  or
                    regulation  applicable  to  Purchaser;


                                       37
<PAGE>
               (ii) conflict  with,  violate  or  result  in  any  breach of any
                    agreement  or instrument to which Purchaser is a party or by
                    which  Purchaser  or any of Purchaser's assets or properties
                    is bound, or constitute a default thereunder or give rise to
                    a  right  of  acceleration of an obligation of Purchaser; or

              (iii) conflict  with or violate any provision of the Articles of
                    Incorporation  or  By-Laws  of  Purchaser.

9.3       Brokers  and  Finders.
          ---------------------

          No  broker,  finder  or  other  person  or  entity acting in a similar
          capacity has participated on behalf of Purchaser in bringing about the
          transaction  herein contemplated, or rendered any service with respect
          thereto  or  been  in  any  way  involved  therewith.

9.4       Financial  Matters.
          ------------------

          Purchaser  has provided Seller with its parent company, PCR, Form 10-Q
          filing  for  the period ending July 5, 2002. Since July 5, 2002, there
          have  been  no materially adverse changes in the results of operations
          or  financial  condition  of  Purchaser  and  PCR,  nor  are there any
          demands,  commitments,  events of uncertainty known to Purchaser which
          could  materially  effect  Purchaser  or  PCR  of  liquidity,  capital
          resources  or  results  of  operation  as  of  the  date  hereof.

9.5       Full  Disclosure.
          ----------------

          None  of  the  representations and warranties made by Purchaser herein
          contains  or  will  contain,  to the best of Purchasers knowledge, any
          untrue  statement  of material fact or omits or will omit any material
          fact.


                                       10.
                 SURVIVAL OF AND RELIANCE UPON REPRESENTATIONS,
                   WARRANTIES AND AGREEMENTS; INDEMNIFICATION
                   ------------------------------------------

10.1      Survival  of  Representations  and  Warranties.
          ----------------------------------------------

          The  parties  acknowledge  and  agree  that  all  representat-ions,
          warranties  and  agreements  contained  in  this  Agreement  or in any
          agreement,  instrument,  exhibit,  certificate,  schedule  or  other
          document


                                       38
<PAGE>
          delivered  in  connection  herewith,  shall  survive  the  Closing and
          continue  to  be  binding  upon  the party giving such representation,
          warranty  or  agreement  and  shall be fully enforceable to the extent
          provided  for  in  Sections 10.3 and 10.4 hereof, at law or in equity,
          for  the  period beginning on the date of Closing and ending three (3)
          years  thereafter,  except  for  the  representations,  warranties and
          agreements  designated  and  identified  in  Sections 8.3, 8.11, 8.12,
          8.13, 8.16 and 9.2 which shall survive the Closing and shall terminate
          in  accordance  with  the  statute  of  limitations  governing written
          contracts  in  the State of Ohio and Exhibit I and Exhibits J and J-1,
          which  shall  terminate  as  provided  therein.

10.2      Reliance  Upon  and  Enforcement  of  Representations,  Warranties and
          ----------------------------------------------------------------------
          Agreements.
          ----------

          (a)  The  Seller  hereby  agrees  that,  notwithstanding  any right of
               Purchaser  to  fully  investigate  the  affairs  of  Seller,  and
               notwithstanding  knowledge of facts determined or determinable by
               Purchaser  pursuant  to  such  investigation  or  right  of
               investigation,  Purchaser shall have the right to rely fully upon
               the  representations, warranties and agreements of Seller and the
               Member  contained  in this Agreement and upon the accuracy of any
               document,  certificate or exhibit given or delivered to Purchaser
               pursuant  to  the  provisions  of  this  Agreement.

          (b)  Purchaser hereby agrees that, notwithstanding any right of Seller
               to  fully  investigate  the  affairs  of  Purchaser,  and
               notwithstanding  knowledge of facts determined or determinable by
               Seller  pursuant to such investigation or right of investigation,
               Seller  have  the  right  to rely fully upon the representations,
               warranties  and  agreements  of  Purchaser  contained  in  this
               Agreement  and  upon the accuracy of any document, certificate or
               exhibit  given  or delivered to Seller pursuant to the provisions
               of  this  Agreement.

10.3      Indemnification  by  Seller  and  Member.
          ----------------------------------------

          Provided  Purchaser  makes a written claim for indemnification against
          Seller  within  any  applicable  survival  period specified in Section
          10.1,  and  subject  to the limitations set forth in Section 10.7, the
          Seller  and  Member  (jointly and severally) shall indemnify Purchaser
          against  and hold it harmless from any and all loss, damage, liability
          or  deficiency  (Loss)  resulting  from  or  arising  out  of:

          (i)  any  breach  of  any  representation,  warranty,  covenant,  or
               obligation  made or incurred by Seller or the Member herein or in
               any  other  agreement,  instrument or document delivered by or on
               behalf  of  Seller  pursuant  to the provisions of the Agreement;


                                       39
<PAGE>
          (ii) any  imposition  (including  by  operation  of  law) or attempted
               imposition  by  a  third  party  upon  Purchaser  of any Excluded
               Liability  of  Seller which Purchaser has not specifically agreed
               to  assume  pursuant  to  Section  3.1  of  this  Agreement;

         (iii) any liability of Seller arising out of Sellers operation of the
               Business,  its  ownership  or  use  of  the  Purchased Assets, or
               occupancy and use of the Real Estate prior to the Closing (except
               for  any  Assumed  Liabilities described in Section 3.1) or other
               obligation  incurred  by or imposed upon Purchaser resulting from
               the  failure  of the parties to comply with the provisions of any
               law  relating  to  bulk  transfers which may be applicable to the
               transaction  herein  contemplated;

          (iv) any  and  all  costs and expenses (including reasonable legal and
               accounting  fees)  related  to  any  of  the  foregoing.

          Except  as  otherwise  provided  in  this  Agreement,  nothing in this
          Section  10.3  shall  be  construed  to  limit the amount to which, by
          reason  of offset or otherwise, that Purchaser may recover from Seller
          or Member pursuant to this Agreement resulting from Seller's breach or
          violation  of  any  representation,  warranty,  covenant  or agreement
          contained  herein  or  from  Member's  breach  or  violation  of  any
          representation  made  by  such  Member  herein.

          Any amounts to which Purchaser, its successors or assigns, is entitled
          to  indemnification  pursuant to the provisions of this Section, shall
          first  be  offset  against  the  amount  payable to Seller against the
          subordinated  promissory  note,  then  against  any payments due under
          Section  4.4.  Provided,  however,  the offset in any one year may not
          exceed  the  aggregate amount payable of principal and interest due on
          said  applicable  subordinated  promissory note for said year, and any
          amount,  if  any,  payable  under  Section  4.4  for  such  year.

10.4      Indemnification  by  Purchaser.
          ------------------------------

          Provided Member and/or Seller make a written claim for indemnification
          against  Purchaser  within any applicable survival period specified in
          Section  10  and  subject to the limitation set forth in Section 10.8,
          Purchaser  shall  indemnify  Seller  and  Member against and hold them
          harmless  from  any  and  all  loss,  damage,  liability or deficiency
          resulting  from  or  arising  out  of:  (i) any Assumed Liabilities of
          Purchaser;  (ii)  any liability of Purchaser arising out of Purchasers
          operations  subsequent  to  the  Closing  (except  to  the extent such
          liability  is  the  result  of  a  breach of a covenant or warranty of
          Seller  hereunder);  (iii)  any  inaccuracy  in  or  breach  of  any
          representation,  warranty,  covenant or obligation made or incurred by
          Purchaser  herein  or  in any other agreement, instrument, or document
          delivered  by  or on behalf of


                                       40
<PAGE>
          Purchaser  pursuant  to the provisions of this Agreement; and (iv) any
          and  all  related  costs  and expenses (including reasonable legal and
          accounting fees). Except as otherwise provided herein, nothing in this
          Section  10.4  shall be construed to limit the amount to which, or the
          time  by  which,  by  reason  of  offset or otherwise, that Seller may
          recover  from  Purchaser pursuant to this Agreement resulting from its
          breach  or  violation  of  any  representation,  warranty, covenant or
          agreement  contained  herein.

10.5      Notification  of  and  Participation  in  Claims.
          ------------------------------------------------

          (a)  No  claim for indemnification shall arise until notice thereof is
               given  to  the  party  from whom indemnity is sought. Such notice
               shall  be  sent  within  ten  (10)  days  after  the  party to be
               indemnified  has received notification of such claim, but failure
               to  notify the indemnifying party shall in no event prejudice the
               right of the party to be indemnified under this Agreement, unless
               the  indemnifying  party  shall be prejudiced by such failure and
               then  only to the extent of such prejudice. In the event that any
               legal  proceeding  shall  be instituted or any claim or demand is
               asserted  by any third party in respect of which Seller/Member on
               the  one  hand,  or  Purchaser  on  the  other  hand, may have an
               obligation to indemnify the other, the party asserting such right
               to  indemnity (the "Party to be Indemnified") shall give or cause
               to  be  given  to  the  party  from whom indemnity is sought (the
               "Indemnifying Party") written notice thereof and the Indemnifying
               Party  shall  have  the  right,  at  its  option  and expense, to
               participate  in  the defense of such proceeding, claim or demand,
               but  not  to  control  the  defense,  negotiation  or  settlement
               thereof,  which control shall at all times rest with the Party to
               be  Indemnified,  unless  the  Indemnifying  Party  irrevocably
               acknowledges  in writing full and complete responsibility for and
               agrees to provide indemnification of the Party to be Indemnified,
               in  which  case  such  Indemnifying Party may assume such control
               through  counsel  of  its choice and at its expense. In the event
               the  Indemnifying  Party  assumes  control  of  the  defense, the
               Indemnifying  Party  shall not be responsible for the legal costs
               and  expenses  of  the  Party  to be Indemnified in the event the
               Party  to  be  Indemnified  decides  to join in such defense. The
               parties  hereto  agree  to  cooperate  fully  with  each other in
               connection  with  the  defense,  negotiation or settlement of any
               such  third  party  legal  proceeding,  claim  or  demand.

          (b)  If  the Party to be Indemnified is also the party controlling the
               defense,  negotiation  or  settlement  of  any matter, and if the
               Party  to be Indemnified determines to compromise the matter, the
               Party to be Indemnified shall immediately advise the Indemnifying
               Party  of the terms and conditions of the proposed settlement. If
               the  Indemnifying Party agrees to accept such proposal, the Party
               to be Indemnified shall proceed to conclude the settlement of the


                                       41
<PAGE>
               matter,  and  the  Indemnifying Party shall immediately indemnify
               the  Party  to  be  Indemnified pursuant to the terms of Sections
               10.3 and 10.4 hereunder. If the Indemnifying Party does not agree
               within  fourteen  (14) days to accept the settlement (said 14-day
               period to begin on the first business day following the date such
               party  receives  a complete copy of the settlement proposal), the
               Indemnifying  Party  shall  immediately  assume  control  of  the
               defense, negotia-tion or settlement thereof, at that Indemnifying
               Party's expense. Thereafter, the Party to be Indemnified shall be
               indemnified  in the entirety for any liability arising out of the
               ultimate  defenses,  negotiation  or  settlement  of such matter.

          (c)  If  the  Indemnifying Party is the party controlling the defense,
               negotiation  or  settlement  of  any matter, and the Indemnifying
               Party determines to compromise the matter, the Indemnifying Party
               shall immediately advise the Party to be Indemnified of the terms
               and  conditions  of  the  proposed settlement. If the Party to be
               Indemnified  agrees  to  accept  such  proposal, the Indemnifying
               Party  shall proceed to conclude the settlement of the matter and
               immediately indemnify the Party to be Indemnified pursuant to the
               terms  of  Sections  10.3  or  10.4 hereunder. If the Party to be
               Indemnified  does  not  agree within fourteen (14) days to accept
               the settlement (said 14-day period to begin on the first business
               day following the date such party receives a complete copy of the
               settlement  proposal),  the  Party  to  be  Indemnified  shall
               immediately  assume  control  of  the  defense,  negotiation  or
               settlement  thereof, at the Party to be Indemnified's expense. If
               the  final  amount  paid  to  resolve  the claim is less than the
               amount  of  the  original  proposed  settlement  made  by  the
               Indemnifying  Party,  then  the  Party  to  be  Indemnified shall
               receive  such  indemnification  pursuant to Sections 10.3 or 10.4
               hereof,  including  any and all expenses incurred by the Party to
               be  Indemnified  incurred  in  connection  with  the  defense,
               negotiation or settlement of such matter up to the maximum of the
               original  proposed  settlement.  If  the  amount  finally paid to
               resolve  the  claim is equal to or greater than the amount of the
               original  proposed settlement proposed by the Indemnifying Party,
               then  the  Indemnifying  Party  shall  provide  indemnification
               pursuant to Sections 10.3 and 10.4 for the amount of the original
               settlement  proposal submitted by the Indemnifying Party, and the
               Party  to  be Indemnified shall be responsible for all amounts in
               excess  of  the  original  settlement  proposal  submitted by the
               Indemnifying  Party  and  all  costs and expenses incurred by the
               Party  to  be  Indemnified  in  connection  with  such  defense,
               negotiation  or  settlement.


                                       42
<PAGE>
10.6      Excluded  Liabilities.
          ---------------------

          (a)  Notwithstanding anything contained herein to the contrary, in the
               event any Excluded Liability would attach to the Purchased Assets
               under  any  successor  liability  statute  or  otherwise,
               notwithstanding  the  fact  that  such  liability was an Excluded
               Liability,  Seller  and  Member  shall  be  jointly and severally
               responsible  for  the  payment of such Excluded Liability and the
               lien  on  the Purchased Assets (which would represent a breach of
               certain  representations  under  the  Agreement)  related to such
               liability.

10.7      Limitation  on  Seller  and  Member  Liability.
          ----------------------------------------------

          Seller's  and Member's obligation to indemnify shall be subject to all
          of  the  following  limitations:

          (a)  All  Losses  shall  be  computed  net  of  any insurance coverage
               received  by Purchaser with respect thereto that reduces the Loss
               that  would  otherwise  be  sustained;  and

          (b)  The  maximum  liability that Seller and Member may be required to
               pay to Purchaser under this Section 10 shall not exceed an amount
               equal  to  the  total  consideration  paid to Seller hereunder by
               Purchaser.

10.8     Limitation  on  Purchasers  Liability.
         -------------------------------------

          The maximum amount that Purchaser may be required to pay to the Seller
          under this Section 10 shall be limited to the total consideration paid
          under  this  Agreement  by  Purchaser  to  the  Seller.


                                       11.
                                   THE CLOSING
                                   -----------

11.1      Date,  Time  and  Place  of  Closing.
          ------------------------------------

          Consummation  of  the transactions contemplated hereby (the "Closing")
          shall  take  place  on  August 30, 2002 (the "Closing Date"), at 12:30
          p.m.  EDT  at the offices of Lindhorst & Dreidame Co., LPA, 312 Walnut
          Street,  Suite  2300, Cincinnati, Ohio 45202, or on such other Closing
          Date,  or  at such other time and/or place as the parties may mutually
          agree  upon.


                                       43
<PAGE>
11.2      Conditions  Precedent  to  Purchasers  Obligations.
          --------------------------------------------------

          The  obligation  of  Purchaser  to  perform  in  accordance  with this
          Agreement  and  to  consummate the transactions herein contemplated is
          subject  to  the satisfaction of the following conditions at or before
          the  Closing:

          (a)  Seller  shall  have  complied  with  and  performed  all  of  the
               representations,  warranties,  agreements and covenants hereunder
               required  to  be  performed  by  it  prior  to or at the Closing;

          (b)  There  shall  be  no pending or threatened legal action which, if
               successful,  would  prohibit  consummation or require substantial
               rescission  of  the  transactions contemplated by this Agreement;

          (c)  The  business,  aggregate properties and operations of the Seller
               shall  not have been materially adversely affected as a result of
               any  fire, accident or other casualty or any labor disturbance or
               act  of  God  or the public enemy, and there shall otherwise have
               been  no  material  adverse  change  to  the  business, aggregate
               properties,  or  operations  of  the  Seller since July 31, 2002;

          (d)  Seller  shall  have  delivered  to  Purchaser  at  or  before the
               Closing,  the  following documents, all of which shall be in form
               and substance reasonably acceptable to Purchaser and its counsel:

               (i)  The  instruments  of  transfer  required by Sections 2.5 and
                    2.6;

               (ii) Releases  (or copies thereof) of all liens, claims, charges,
                    encumbrances,  security  interests  and  restrictions on the
                    Purchased  Assets  necessary  to provide Purchaser with good
                    title  to  the  Purchased  Assets  at  the  Closing;

              (iii) Certified  copies  of  all  actions taken by the Member of
                    Seller  authorizing  the execution, delivery and performance
                    of  this  Agreement;

               (iv) Certificates  of  Existence for Seller from the Secretary of
                    State  of Ohio dated no earlier than fifteen (15) days prior
                    to  Closing;

               (v)  Opinion  Letter  of  Lasko and Lind Co., LPA, containing the
                    opinions  set  forth  in  Exhibit  K;


                                       44
<PAGE>
               (vi) The  Seller  and  Member  shall  have  entered  into  the
                    non-competition  agreements  as  set forth in the respective
                    Exhibits;

              (vii) J.  Blackburn  shall  have  entered  into  the  Employment
                    Agreement  set  forth  in  Exhibit  I.

          (f)  Purchaser  shall  have  received assurances in form and substance
               satisfactory to it (that may include insurance certificates) that
               Seller  has  made  all provisions necessary under applicable law,
               with  regard  to  an  employer's  obligation  to  provide  for  a
               continuation  of  health  insurance  and  other  benefits  of any
               employee,  who is not employed by Seller following termination of
               employment.

11.3     Conditions  Precedent  to  Seller's  Obligations.
         ------------------------------------------------

          The  obligation of Seller to perform in accordance with this Agreement
          and  to  consummate the transactions herein contemplated is subject to
          the satisfaction of the following conditions at or before the Closing:

          (a)  Performance  by  Purchaser  of  all  of  the  representa-tions,
               warranties,  agreements and covenants to be performed by it at or
               before  the  Closing;

          (b)  There  shall  be  no pending or threatened legal action which, if
               successful,  would  prohibit  consummation or require substantial
               rescission  of  the  transactions contemplated by this Agreement;

          (c)  Purchasers  representations  and  warranties  shall  be  true and
               correct  as  of  the  Closing  Date;

          (d)  Purchaser  shall  deliver  to the Seller at or before the Closing
               the  following  documents,  all  of  which  shall  be in form and
               substance  acceptable  to  the  Seller  and  its  counsel:

               (i)  A certified or bank cashier's check or wire transfer for the
                    aggregate  amount  to  be  paid  to  Seller  at  the Closing
                    pursuant  to  Section  4.2(a)  hereof;

               (ii) A  Promissory  Note  as  set forth in Section 4.2(b) hereof;

              (iii) An  assumption  of liability agreement under which Purchaser
                    assumes  the  liabilities  set  forth  in  Section  3.1;


                                       45
<PAGE>
               (iv) Certified copies of the corporate actions taken by Purchaser
                    authorizing  the execution, delivery and performance of this
                    Agreement;

               (v)  Certificate  of  Good  Standing  for  Purchaser  from  the
                    Secretary of State of Delaware dated no earlier than fifteen
                    (15)  days  prior  to  the  date  of  Closing;

               (vi) Opinion  Letter  of  Lindhorst  &  Dreidame,  counsel  for
                    Purchaser,  addressed  to Seller and dated the Closing Date,
                    containing  the  opinions  set  forth  in  Exhibit  L.


                                       12.
                               GENERAL PROVISIONS
                               ------------------

12.1      Publicity.
          ---------

          All  public  announcements  relating  to  this  Agreement  or  the
          transactions  contemplated  hereby  will be made by Purchaser with the
          consent  of  the  Seller,  which  consent  will  not  be  unreasonably
          withheld,  except  for any disclosure which may be required because of
          Purchaser's parent company, PCR, being a publicly-traded corporation
          on  the  over-the-counter  market.

12.2      Expenses.
          --------

          Purchaser  will  bear  and  pay  all  of  its expenses incident to the
          transactions  contemplated  by  this  Agreement  which are incurred by
          Purchaser or its representatives, and Seller shall bear and pay all of
          the  expenses  incident  to  the  transactions  contemplated  by  this
          Agreement  which  are  incurred  by  Seller  or  its  representatives.

12.3      Notices.
          -------

          All  notices and other communications required by this Agreement shall
          be in writing and shall be deemed given if delivered by hand or mailed
          by registered mail or certified mail, return receipt requested, to the
          appropriate  party  at the following address (or at such other address
          for  a  party  as  shall  be  specified  by  notice  pursuant hereto):


                                       46
<PAGE>
          (a)  If  to  Purchaser  to:

                    Pomeroy  Select  Integration  Solutions,  Inc.
                    1020  Petersburg  Road
                    Hebron,  Kentucky  41048

               With  a  copy  to:

                    James  H.  Smith  III,  Esq.
                    Lindhorst  &  Dreidame
                    312  Walnut  Street,  Suite  2300
                    Cincinnati,  Ohio  45202

          (b)  If  to  Seller,  to:

                    Verity  Solutions,  LLC
                    3052  Waterfall  Way
                    Westlake,  Ohio  44145

               With  a  copy  to:

                    Ron  Lasko,  Esq.
                    Lasko  and  Lind  Co.,  LPA
                    1350  Euclid  Avenue,  Suite  1500
                    Cleveland,  Ohio  44115-1815

          (c)  If  to  Member,  to:

                    John  R.  Blackburn
                    3052  Waterfall  Way
                    Westlake,  Ohio  44145


                                       47
<PAGE>
12.4      Binding  Effect.
          ---------------

          Except as may be otherwise provided herein, this Agreement and all the
          provisions  hereof  shall  be binding upon and inure to the benefit of
          the  parties hereto and their respective heirs, legal representatives,
          successors  and  assigns.

12.5      Headings.
          --------

          The  headings in this Agreement are intended solely for convenience of
          reference  and  shall  be  given  no  effect  in  the  construction or
          interpretation  of  this  Agreement.

12.6      Exhibits.
          --------

          The  Exhibit  and  Disclosure  Schedule  referred to in this Agreement
          constitute  an  integral  part of this Agreement as if fully rewritten
          herein.

12.7      Counterparts.
          ------------

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

12.8      Governing  Law.
          --------------

          This  Agreement  shall be construed in accordance with and governed by
          the  laws  of  the State of Ohio, without regard to its laws regarding
          conflict  of  laws.

12.9      Severability.
          ------------

          If  any  provision  of  this  Agreement  shall  be held unenforceable,
          invalid,  or  void  to any extent for any reason, such provision shall
          remain  in  force  and effect to the maximum extent allowable, if any,
          and the enforceability or validity of the remaining provisions of this
          Agreement  shall  not  be  affected  thereby.

12.10     Waivers;  Remedies  Exclusive.
          -----------------------------

          No  waiver of any right or option hereunder by any party shall operate
          as  a waiver of any other right or option, or the same right or option
          with  respect  to  any subsequent occasion for its exercise, or of any
          right  to  damages.  No  waiver  by  any  party  of any breach of this
          Agreement  or  of  any  representation  or


                                       48
<PAGE>
          warranty  contained herein shall be held to constitute a waiver of any
          other breach or a continuation of the same breach. No waiver of any of
          the provisions of this Agreement shall be valid and enforceable unless
          such  waiver  is in writing and signed by the party granting the same.
          Except  as  otherwise  provided  in  the Subordinated Promissory Note,
          Employment Agreements, and the Covenant Not to Compete Agreements, the
          indemnification provided for by Section 10 herein shall constitute the
          exclusive  remedy  of  any  party  with respect to (i) the matters for
          which  such  indemnification  is  provided  and (ii) any other matters
          arising  out  of,  relating to or connected with this Agreement or the
          transactions  contemplated hereby, and whether any claims or causes of
          action  asserted  with  respect  to  any  such  matters are brought in
          contract,  tort or other legal theory whatsoever. Such limitations set
          forth  in this Section 12.10 shall not impair the rights of any of the
          parties: (a) to seek non-monetary equitable relief, including (without
          limitation)  specific  performance or injunctive relief to address any
          default  or  breach  of  this  Agreement;  or (b) to seek enforcement,
          collection,  damages  or  any non-monetary equitable relief to address
          any subsequent default or breach of any transfer document, assumption,
          consent  or  agreement to be delivered at Closing hereunder or to seek
          declaratory  relief  or  any related relief relating to certain issues
          that may arise under Sections 4.5, 5.1 and 5.2. In connection with the
          seeking  of  any  non-monetary  equitable  relief, each of the parties
          acknowledge  and  agree that the other parties hereto would be damaged
          irrevocably  in  the event any of the provisions of this Agreement are
          not performed in accordance with their specific terms or otherwise are
          breached. Accordingly, each of the parties hereto agree that the other
          parties  hereto  shall  be entitled to an injunction or injunctions or
          prevent  breaches  of  the provisions of this Agreement and to enforce
          specifically this Agreement and the terms and provisions hereof by any
          competent  court  having  jurisdiction  over the parties. Accordingly,
          each  of  the parties hereto agree that the other parties hereto shall
          be entitled to an injunction or injunctions or prevent breaches of the
          provisions  of  this  Agreement  and  to  enforce  specifically  this
          Agreement  and  the  terms and conditions hereof by any state court of
          competent  jurisdiction.

12.11     Assignments.
          -----------

          Except  as otherwise provided in this Agreement, no party shall assign
          its rights or obligations hereunder prior to Closing without the prior
          written  consent  of  the  other  party.

12.12     Entire  Agreement.
          -----------------

          This  Agreement and the agreements, instruments and other documents to
          be  delivered  hereunder  constitute  the  entire  understanding  and
          agreement  concerning  the  subject  matter  hereof.  All negotiations
          between  the  parties hereto are merged into this Agreement, and there
          are  no  representations,  warranties,  covenants,  understandings, or
          agreements,  oral  or  otherwise,  in  relation


                                       49
<PAGE>
          thereto  between  the parties other than those incorporated herein and
          to  be delivered hereunder. Except as otherwise expressly contemplated
          by  this  Agreement, nothing expressed or implied in this Agreement is
          intended or shall be construed so as to grant or confer on any person,
          firm  or  corporation  other  than  the  parties  hereto any rights or
          privilege  hereunder. No supplement, modification or amendment of this
          Agreement  shall  be binding unless executed in writing by the parties
          hereto.

12.13     Business  Records.
          -----------------

          Seller  and  Member  shall be permitted to retain copies of such books
          and  records  relating  to  the  Purchased  Assets and relating to the
          accounting  and  tax matters of the Business and to have access to all
          original  copies  of  records  so delivered to Purchaser at reasonable
          times,  for  any  reasonable business purpose, for a period of six (6)
          years  after  the  Closing.

12.14     Dissolution  of  Seller.
          -----------------------

          Purchaser  acknowledges that following the Closing, Seller may adopt a
          plan  of liquidation with the intent to dissolve the limited liability
          company.  Provided,  however, Seller and Member agree that the plan of
          liquidation  will  not  be effectuated and implemented by Seller until
          all  the conditions set forth in Section 2 of this Agreement regarding
          the  transfer  of  all  the  respective  Purchased  Assets  have  been
          effectuated  by Seller. Seller acknowledges that Purchaser will suffer
          irreparable  harm  in  the  event that Seller would liquidate prior to
          satisfying  all  of  its obligations under the terms of this Agreement
          and  the  exhibits  hereto.

12.15     Effective  Date  of  Agreement.
          -------------------------------

          This  Agreement  shall  be  effective  at the close of business on the
          Closing  Date.


                                       13.
                            CONSENT TO GRANTING OF A
                            ------------------------
                   SECURITY INTEREST IN ACQUISITION DOCUMENTS
                   ------------------------------------------

13.1      Seller  consents and agrees that upon the Closing of this transaction,
          Purchaser shall have the right to grant to Deutsche Financial Services
          Corporation,  as  Administrative  Agent  for  the  benefit  of various
          lenders under a Credit Facilities Agreement, and Purchaser and various
          Affiliates  of  such  parties,  a first priority security interest and
          lien on all of Purchasers rights, remedies, claims and interests under
          all  the  acquisition  documents  for  this  transaction.


                                       50
<PAGE>
          Seller agrees to execute at Closing an assignment of rights agreement,
          a  copy  of  which  is  attached  hereto  as  Exhibit  M.


The  parties  hereto  have  executed  this  Agreement as of the date first above
written.


WITNESSES:                         VERITY  SOLUTIONS,  LLC


___________________________        By:__________________________________
                                        JOHN  R.  BLACKBURN
___________________________        Its: Managing  Member

                                   POMEROY  SELECT  INTEGRATION
                                   SOLUTIONS,  INC.


___________________________        By:____________________________________
                                        STEPHEN  E.  POMEROY
___________________________        Its:     CEO



___________________________        MEMBER:

___________________________        ________________________________________
                                   JOHN  R.  BLACKBURN


                                       51
<PAGE>