<PAGE>   1
                                                                     EXHIBIT 2.4

EXHIBITS TO THE AGREEMENT AND PLAN OF MERGER HAVE BEEN OMITTED PURSUANT TO ITEM
601(b)(2) OF REGULATION S-K. THE REGISTRANT SHALL FURNISH SUPPLEMENTARY A COPY
OF ANY OMITTED EXHIBITS TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.

                AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

                                      AMONG


                                ARIS Corporation,

                          fine.com International Corp.,

                             ARIS Interactive, Inc.,

                                 Daniel M. Fine,

                                  Frank Hadam,

                                       AND

                                 Herbert L. Fine

                                 August 5, 1999

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                AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

      Agreement entered into on as of August 5, 1999 by and among ARIS
Corporation, a Washington corporation (the "Acquiror"), ARIS Interactive, Inc.,
a Washington corporation ("Acquiror Sub"), fine.com International Corp., a
Washington corporation (the "Target"), Daniel M. Fine, Frank Hadam and Herbert
L. Fine (collectively, the "Major Shareholders"). The Acquiror, Acquiror Sub and
the Target are referred to collectively herein as the "Parties." This Agreement
amends and restates in its entirety that certain Agreement and Plan of Merger,
dated as of May 17, 1999, among the Parties and the Major Shareholders.
References herein to "the date of this Agreement" and "the date hereof" refer to
May 17, 1999.

      This Agreement contemplates a tax-deferred merger of the Target with and
into the Acquiror Sub in a reorganization pursuant to Internal Revenue Code
Sections 368(a)(1)(A) and 368(a)(2)(D). The Target Shareholders will receive
capital stock in the Acquiror or a combination of cash and stock in exchange for
their capital stock in the Target.

      Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties and the Major Shareholders agree as
follows.

      1. Definitions.

      "Acquisition Proposal" has the meaning set forth in Section 5(h) below.

      "Affiliate" has the meaning set forth in Rule 145 of the regulations
promulgated under the Securities Act.

      "Alternative Transaction"  has the meaning set forth in Section
7(c)(iii) below.

      "Articles of Merger" has the meaning set forth in Section 2(c) below.

      "Average Price" means the average of the per share daily closing prices of
Acquiror Shares as reported by Nasdaq for each trading day during the
Measurement Period.

      "Acquiror" has the meaning set forth in the preface above.

      "Acquiror-owned Share" means any Target Share that the Acquiror owns
beneficially (except by virtue of having a proxy to vote such Target Share).

      "Acquiror Share" means any share of the Common Stock, without par
value, of the Acquiror.

      "Acquiror Sub" has the meaning set forth in the preface above.

      "Base Consideration" has the meaning set forth in Section 2(d)(v) below.


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      "Base Share Consideration" has the meaning set forth in Section 2(d)(v)
below.

      "Cash Consideration" has the meaning set forth in Section 2(d)(v) below.

      "Closing" has the meaning set forth in Section 2(b) below.

      "Closing Date" has the meaning set forth in Section 2(b) below.

      "Code" has the meaning set forth in Section 3(m) below.

      "Compensation or Benefit Plans" has the meaning set forth in Section
3(m)(i) below.

      "Confidential Information" means any information concerning the businesses
and affairs of the Target and its Subsidiaries that is not already generally
available to the public.

      "Damages" has the meaning set forth in Section 9(a)(iii) below.

      "Definitive Target Materials" means the definitive prospectus/proxy
statement relating to the Special Target Meeting.

      "Disclosure Document" means the disclosure document combining the
Prospectus and the Definitive Target Materials.

      "Disclosure Schedule" has the meaning set forth in Section 3 below.

      "Dissenting Share" means any Target Share as to which any shareholder
has exercised his or its appraisal rights under Section 23B.13.010, et. seq.
of the Washington Business Corporation Act.

      "Effective Time" has the meaning set forth in Section 2(d)(i) below.

      "ERISA" has the meaning set forth in Section 3(m)(i) below.

      "Employees" has the meaning set forth in Section 3(m)(i) below.

      "Exchange Agent" has the meaning set forth in Section 2(e)(i) below.

      "Fairness Opinion" has the meaning set forth in Section 2(a) below.

      "GAAP" means United States generally accepted accounting principles as in
effect from time to time.

      "IRS" means the Internal Revenue Service.

      "Knowledge" means actual knowledge of any of the Major Shareholders,
Timothy J. Carroll, Kathy Berni or Bill Poole after reasonable investigation.


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<PAGE>   4
      "Major Shareholders" means Daniel M. Fine, Frank Hadam and Herbert L.
Fine.

      "Measurement Period" means the period of ten trading days ending on the
second trading day prior to the Special Target Meeting.

      "Merger" has the meaning set forth in Section 2(a) below.

      "Merger Consideration" has the meaning set forth in Section 2(d)(v)
below.

      "Most Recent Fiscal Year End" has the meaning set forth in Section 3(g)
below.

      "Option Conversion Ratio" means (i) the Share Consideration plus (ii) the
Cash Consideration divided by the Average Price.

      "Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

      "Party" has the meaning set forth in the preface above.

      "Pension Plan" has the meaning set forth in Section 3(m)(ii) below.

      "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, or a governmental entity (or any
department, agency, or political subdivision thereof).

      "Plans" has the meaning set forth in Section 3(m)(i) below.

      "Products" means any products offered or furnished by the Target or its
Subsidiaries, or any predecessor in interest of the Target or its Subsidiaries,
or any predecessor in interest of the Target or any of its Subsidiaries,
currently or at any time in the past, including, without limitation, each item
of hardware, software, or firmware; any system, equipment, or products
consisting of or containing one or more thereof; and any and all enhancements,
upgrades, customizations, modifications, and maintenance thereto.

      "Prospectus" means the final prospectus relating to the registration of
the Acquiror Shares under the Securities Act.

      "Public Report" has the meaning set forth in Section 3(e) below.

      "Registration Statement" has the meaning set forth in Section 5(c)(i)
below.

      "Requisite Target Shareholder Approval" means the affirmative vote of the
holders of a two-thirds majority of the Target Shares in favor of this Agreement
and the Merger.

      "SEC" means the Securities and Exchange Commission.


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<PAGE>   5
      "Securities Act" means the Securities Act of 1933, as amended.

      "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

      "Security Interest" means any mortgage, pledge, lien, encumbrance, charge,
or other security interest, other than (a) mechanic's, materialmen's, and
similar liens, (b) liens for taxes not yet due and payable or for taxes that the
taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

      "Services" means any services offered or furnished by the Target or its
Subsidiaries, or any predecessor in interest of the Target, currently or at any
time in the past.

      "Share Consideration" has the meaning set forth in Section 2(d)(v)
below.

      "Special Target Meeting" has the meaning set forth in Section 5(c)(ii)
below, including any postponement or adjournment thereof.

      "Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

      "Surviving Corporation" has the meaning set forth in Section 2(a) below.

      "Target" has the meaning set forth in the preface above.

      "Target Intellectual Property Rights" has the meaning set forth in
Section 3(j)(ii) below.

      "Target Option" means options to purchase Target Shares outstanding
immediately prior to the Effective Time under the Target's 1996 Incentive Stock
Option Plan, 1997 Stock Option Plan and 1998 Employee Bonus Plan.

      "Target Share" means any share of the Common Stock, par value $.01 per
share, of the Target.

      "Target Shareholder" means any Person who or which holds any Target
Shares.

      "Target Warrant" means warrants granted by Target to purchase Target
Shares outstanding immediately prior to the Effective Time, as described on the
attached Schedule 3(b).

      "Third-Party Intellectual Property Rights" has the meaning set forth in
Section 3(j)(ii) below.

      "Washington Business Corporation Act" means the Washington business
corporation act, as amended.

      2. Basic Transaction.


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<PAGE>   6
      (a) The Merger. On and subject to the terms and conditions of this
Agreement, the Target will merge with and into Acquiror Sub (the "Merger") at
the Effective Time. Acquiror Sub shall be the corporation surviving the Merger
(the "Surviving Corporation"). The Target hereby represents and warrants to the
Acquiror and Acquiror Sub that its Board of Directors, at a meeting duly called
and held, has (i) unanimously reconfirmed its determination that this Agreement,
as amended and restated as of August 5, 1999, and the transactions contemplated
hereby, including the Merger, are fair to and in the best interest of the
Target's shareholders, (ii) unanimously adopted and approved this Agreement as
so amended and restated and the transactions contemplated hereby, including the
Merger, which approval satisfies in full the requirements of the Washington
Business Corporation Act, including without limitation, the requirements of
Section 23B.08.720 thereof and (iii) unanimously reconfirmed its resolution to
recommend approval of this Agreement as so amended and restated and the Merger
by the Target Shareholders. The Target further represents that (i) the Target's
financial advisor has delivered to the Target's Board of Directors its written
or oral opinion (the "Fairness Opinion") that the consideration to be paid in
the Merger is fair to the holders of Target Shares from a financial point of
view; and (ii) the Target has been advised by each of the Major Shareholders and
each of its directors and executive officers intend to vote his or her Target
Shares to approve the Merger.

      (b) The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of the Acquiror in
Bellevue, Washington, commencing at 9:00 a.m. local time on the business day
following the satisfaction or waiver of all conditions to the obligations of the
Parties to consummate the transactions contemplated hereby (other than
conditions with respect to actions the respective Parties will take at the
Closing itself) or such other date as the Parties may mutually determine (the
"Closing Date"); provided, however, that the Closing Date shall be no earlier
than August 15, 1999.

      (c) Actions at the Closing. At the Closing, (i) the Target will deliver to
the Acquiror the various certificates, instruments, and documents referred to in
Section 6(a) below, (ii) the Acquiror will deliver to the Target the various
certificates, instruments, and documents referred to in Section 6(b) below,
(iii) Acquiror Sub and the Target will file with the Secretary of State of the
State of Washington Articles of Merger substantially in the form attached hereto
as Exhibit A (the "Articles of Merger"), and (iv) the Acquiror will deliver to
the Exchange Agent in the manner provided below in this Section 2 the
certificate evidencing the Acquiror Shares issued in the Merger.

      (d) Effect of Merger.

            (i) General. The Merger shall become effective at the time (the
      "Effective Time") the Acquiror Sub and the Target file the Articles of
      Merger with the Secretary of State of the State of Washington. The Merger
      shall have the effect set forth in the Washington Business Corporation
      Act. The Surviving Corporation may, at any time after the Effective Time,
      take any action (including executing and delivering any document) in the
      name and on behalf of either Acquiror Sub or the Target in order to carry
      out and effectuate the transactions contemplated by this Agreement.


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<PAGE>   7
            (ii) Articles of Incorporation. The Articles of Incorporation of
      Acquiror Sub in effect at and as of the Effective Time will remain the
      Articles of Incorporation of the Surviving Corporation without any
      modification or amendment in the Merger.

            (iii) Bylaws. The Bylaws of Acquiror Sub in effect at and as of the
      Effective Time will remain the Bylaws of the Surviving Corporation without
      any modification or amendment in the Merger.

            (iv) Directors and Officers. The directors and officers of Acquiror
      Sub in office at and as of the Effective Time will remain the directors
      and officers of the Surviving Corporation (retaining their respective
      positions and terms of office).

            (v) Conversion of Target Shares. At and as of the Effective Time:

                  (A) each Target Share (other than any Dissenting Share or
Acquiror-owned Share) shall be converted into the right to receive the following
consideration (the "Merger Consideration"):

                        (1) that number of Acquiror Shares equal to the lesser
of (x) .3717 or (y) $4.5531 divided by the Average Price (such lesser number of
Acquiror Shares being hereinafter referred to as the "Base Share
Consideration"), plus

                        (2) an amount in cash equal to the lesser of (x) $1.1150
or (y) the amount (if any) by which $4.5531 exceeds the Base Share Consideration
multiplied by the Average Price (such lesser amount being hereinafter referred
to as the "Cash Consideration"), plus

                        (3) an additional number of Acquiror Shares (if a
positive number) equal to (x) $4.5531 minus the Base Consideration (as defined
below), divided by (y) the Average Price (such additional number of Acquiror
Shares (if any) plus the Base Share Consideration being hereinafter referred to
as the "Share Consideration"). "Base Consideration" means an amount equal to (x)
the Base Share Consideration multiplied by the Average Price, plus (y) the Cash
Consideration.

At the Effective Time and without any action on the part of the holder, Target
Shares held by such holder shall cease to be outstanding and shall constitute
only the right to receive without interest, the Merger Consideration multiplied
by the number of Target Shares held by such holder and cash in lieu of a
fractional share.

                  (B) each Dissenting Share shall be converted into the right to
receive payment from the Surviving Corporation with respect thereto in
accordance with the provisions of the Washington Business Corporation Act, and

                  (C) each Acquiror-owned Share shall be canceled; provided,
however, that the Merger Consideration shall be subject to equitable adjustment
in the event of any stock split, stock dividend, reverse stock split, or other
change in the number of Target Shares outstanding. No Target Share shall be
deemed to be outstanding or to have any rights other than those set forth above
in this Section 2(d)(v) after the Effective Time.


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            (vi) Replacement of Target Options. At the Effective Time and
without any action on the part of the holder, all Target Options shall terminate
and cease to be exercisable, no Target Option shall be accelerated in vesting
(other than Target Options held by employees that Acquiror notifies Target will
not be continued as employees of the Surviving Corporation, and Target Options
held by Timothy J. Carroll that vest automatically pursuant to his employment
agreement), and the Target's Board of Directors shall take or cause to be taken
such actions as may be required to cause such result. The Acquiror shall cause
to be granted under the Acquiror's Stock Option Plan to each holder of Target
Options, options to purchase a number of Acquiror Shares equal to that number of
Target Shares issuable upon exercise of such holder's Target Options multiplied
by the Option Conversion Ratio at an exercise price per Acquiror Share equal to
the exercise price per Target Share of such outstanding Target Option divided by
the Option Conversion Ratio, and having the same vesting schedule as the Target
Options replaced.

            (vii) Replacement of Target Warrants. At the Effective Time and
without any action on the part of the holder, each outstanding Target Warrant
shall be converted into the right to purchase the Merger Consideration in lieu
of each Target Share issuable upon exercise of such Target Warrant upon payment
of the exercise price per Target Share of such outstanding Target Warrant.

            (viii) Shares of Acquiror Sub. Each issued and outstanding share of
capital stock of Acquiror Sub at and as of the Effective Time will remain issued
and outstanding and held by the Acquiror.

      (e) Procedure for Payment.

            (i) Immediately after the Effective Time, (A) the Acquiror will
      furnish to ChaseMellon Shareholder Services (the "Exchange Agent") a stock
      certificate (issued in the name of the Exchange Agent or its nominee)
      representing that number of Acquiror Shares equal to the product of (I)
      the Share Consideration times (II) the number of outstanding Target Shares
      (other than any Dissenting Shares and Acquiror-owned Shares) and cash in
      the amount equal to the product of (III) the Cash Consideration (if any)
      times (IV) the number of outstanding Target Shares (other than any
      Dissenting Shares and Acquiror-owned Shares), and (B) the Acquiror will
      cause the Exchange Agent to mail a letter of transmittal (with
      instructions for its use) in customary form reflecting the terms of the
      Merger to each record holder of outstanding Target Shares for the holder
      to use in surrendering the certificates which represented his or its
      Target Shares in exchange for a certificate representing the number of
      Acquiror Shares and a check for the amount of cash (if any) to which he or
      it is entitled, plus cash in lieu of fractional shares (if any).
      Certificates representing securities held by an Affiliate of the Target
      shall not be exchanged until the Acquiror has received an agreement from
      such Affiliate in the form of Exhibit B hereto.

            (ii) The Acquiror will not pay any dividend or make any distribution
      on Acquiror Shares (with a record date at or after the Effective Time) to
      any record holder of outstanding Target Shares until the holder surrenders
      for exchange his or its certificates which represented Target Shares. The
      Acquiror instead will pay the dividend or make the distribution to the
      Exchange Agent in trust for the benefit of the holder pending surrender
      and exchange. The


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      Acquiror may cause the Exchange Agent to invest any cash the Exchange
      Agent receives from the Acquiror as a dividend or distribution in one or
      more of the permitted investments designated by the Acquiror; provided,
      however, that the terms and conditions of the investments shall be such as
      to permit the Exchange Agent to make prompt payments of cash to the
      holders of outstanding Target Shares as necessary. The Acquiror may cause
      the Exchange Agent to pay over to the Acquiror any net earnings with
      respect to the investments, and the Acquiror will replace promptly any
      cash which the Exchange Agent loses through investments. In no event,
      however, will any holder of outstanding Target Shares be entitled to any
      interest or earnings on the dividend or distribution pending receipt.

            (iii) No fractional shares shall be issuable by the Acquiror
      pursuant hereto. In lieu of issuing fractional shares, a cash adjustment
      will be paid equal to the fraction of one Acquiror Share that would
      otherwise be issuable, multiplied by the Average Price.

            (iv) The Acquiror may cause the Exchange Agent to return any
      Acquiror Shares and dividends and distributions thereon and any cash
      remaining unclaimed 180 days after the Effective Time, and thereafter each
      remaining record holder of outstanding Target Shares shall be entitled to
      look to the Acquiror (subject to abandoned property, escheat, and other
      similar laws) as a general creditor thereof with respect to the Acquiror
      Shares and dividends and distributions thereon and any cash to which he or
      it is entitled upon surrender of his or its certificates.

            (v) Notwithstanding anything in this Agreement to the contrary,
      Target Shares that are Dissenting Shares immediately prior to the
      Effective Time shall not be converted into Acquiror Shares and cash (if
      any) pursuant to the Merger, and the holders of such Dissenting Shares
      shall be entitled to receive payment of the fair value of their Dissenting
      Shares in accordance with the provisions of the Washington Business
      Corporation Act; unless and until such holders shall fail to perfect,
      lose, or withdraw their rights thereunder. If, after the Effective Time,
      any holder of Dissenting Shares shall fail to perfect, lose or withdraw
      his or its right to be paid fair value, then such Dissenting Shares no
      longer shall be deemed to be Dissenting Shares, and shall be treated as if
      they had been converted at the Effective Time into the right to receive
      the consideration being paid for Target Shares in the Merger, without any
      interest, and the Acquiror shall take all necessary action to effect the
      exchange of Acquiror Shares and cash (if any) for the Target Shares. The
      Target shall give the Acquiror prompt written notice of any demands for
      payment of fair value for any Target Shares, and the Acquiror shall have
      the right to participate in all negotiations or proceedings with respect
      to such demands. Without the prior written consent of the Acquiror, the
      Target shall not settle, offer to settle or make any payment with respect
      to any such demands.

            (vi) The Acquiror shall pay all charges and expenses of the Exchange
      Agent.

      (f) Closing of Transfer Records. After the close of business on the
Closing Date, transfers of Target Shares outstanding prior to the Effective Time
shall not be made on the stock transfer books of the Surviving Corporation.


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<PAGE>   10
      3. Representations and Warranties of the Target and the Major
Shareholders. The Target and each of the Major Shareholders, jointly and
severally, represent and warrant to the Acquiror that the statements contained
in this Section 3 are correct and complete as of the date of this Agreement and
will be correct and complete as of the Closing Date (as though made then and as
though the Closing Date were substituted for the date of this Agreement
throughout this Section 3), except as set forth in the disclosure schedule
accompanying this Agreement and initialed by the Parties (the "Disclosure
Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding
to the lettered and numbered paragraphs contained in this Section 3.

      (a) Organization, Qualification, and Corporate Power. Each of the Target
and its Subsidiaries is a corporation duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its incorporation. Each
Subsidiary is identified by name and jurisdiction of incorporation in the
Disclosure Schedule. Each of the Target and its Subsidiaries is duly authorized
to conduct business and is in good standing under the laws of each jurisdiction
where such qualification is required except where the failure to be so qualified
would not have a material adverse effect on the Target and its Subsidiaries
taken as a whole. Each of the Target and its Subsidiaries has full corporate
power and authority to carry on the businesses in which it is engaged and to own
and use the properties owned and used by it. The Target's Articles of
Incorporation and Bylaws are in the form filed as exhibits to its Public
Reports.

      (b) Capitalization. The entire authorized capital stock of the Target
consists of 10,000,000 Target Shares, of which 2,669,590 Target Shares are
issued and outstanding as of the date of this Agreement. All of the issued and
outstanding Target Shares have been duly authorized and are validly issued,
fully paid, and nonassessable. Except as set forth on Disclosure Schedule 3(b),
there are no outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights, or other contracts or
commitments that could require the Target to issue, sell, or otherwise cause to
become outstanding any of its capital stock. There are no outstanding or
authorized stock appreciation, phantom stock, profit participation, or similar
rights with respect to the Target or any of its Subsidiaries. All of the
outstanding shares of capital stock of each of the Target's Subsidiaries have
been duly authorized and are validly issued, fully paid and nonassessable and
are legally and beneficially owned by the Target or another wholly owned
Subsidiary of the Target, free and clear of all Security Interests or any right
or option of any person to purchase or otherwise acquire any such capital stock.
There are no outstanding or authorized options, warrants, purchase rights,
subscriptions rights, conversion rights, exchange rights or other contracts or
commitments that could require any Subsidiary of the Target to issue, sell or
otherwise cause to become outstanding any of its capital stock, or that could
require the Target or any Subsidiary of the Target to transfer any capital stock
of any Subsidiary of the Target.

      (c) Authorization of Transaction. Subject only to Requisite Target
Shareholder Approval, the Target has full power and authority (including full
corporate power and authority) and has taken all corporate actions necessary to
authorize the execution and delivery of this Agreement and the performance of
its obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of the Target, enforceable in accordance with its terms and
conditions.

      (d) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
(i) violate any constitution, statute,


                                       9
<PAGE>   11
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which any of the
Target and its Subsidiaries or any of their assets is subject or any provision
of the charter or bylaws of any of the Target and its Subsidiaries or (ii)
except as set forth on Disclosure Schedule 3(d), conflict with, result in a
breach of, constitute a default under, result in the acceleration of, result in
a change in the rights or obligations of any parties to, create in any party the
right to accelerate, terminate, modify, or cancel, or require any notice under
any agreement, contract, lease, license, instrument or other arrangement to
which any of the Target and its Subsidiaries is a party or by which any of them
is bound or to which any of their assets is subject (or result in the imposition
of any Security Interest upon any of their assets) except in each case where
there would be no material adverse effect upon the business, assets, financial
condition, operations, results of operations or future prospects of the Target
and its Subsidiaries taken as a whole. Other than in connection with the
provisions of the Washington Business Corporation Act, the Securities Exchange
Act, the Securities Act, and the state securities laws, none of the Target and
its Subsidiaries is required to give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order for the Parties to consummate the transactions contemplated by
this Agreement.

      (e) Filings with the SEC. The Target has made all filings with the SEC
that it has been required to make under the Securities Act and the Securities
Exchange Act (collectively the "Public Reports"). Each of the Public Reports has
complied, and all Public Reports to be filed with the SEC after the date hereof
will comply, with the Securities Act and the Securities Exchange Act in all
material respects. None of the Public Reports, as of its respective date,
contained or will contain any untrue statement of a material fact or omitted or
will omit to state a material fact necessary in order to make the statements
made therein, in light of the circumstances under which they were made, not
misleading.

      (f) Financial Statements. Each of the financial statements included in or
incorporated by reference into the Public Reports (including the related notes
and schedules) has been prepared in accordance with GAAP applied on a consistent
basis throughout the periods covered thereby, presents fairly the financial
condition of the Target and its Subsidiaries as of the indicated dates and the
results of operations, retained earnings and changes in financial position of
the Target and its Subsidiaries for the indicated periods, is correct and
complete in all material respects, and is consistent with the books and records
of the Target and its Subsidiaries; provided, however, that the interim
financial statements are subject to normal year-end adjustments which will not
be material in amount or effect.

      (g) Subsequent Events. Since January 31, 1999, excepted as disclosed in
the Public Reports filed prior to the date hereof, the Target and its
Subsidiaries have conducted their businesses only in, and have not engaged in
any material transaction other than in, the Ordinary Course of Business or made
any change in accounting principles, practices and methods. Since January 31,
1999, (the "Most Recent Fiscal Year End") there has not been any material
adverse change in the business, assets, financial condition, operations, results
of operations, or future prospects of the Target and its Subsidiaries taken as a
whole.

      (h) Undisclosed Liabilities. Except as set forth on Schedule 3(h), none of
the Target and its Subsidiaries has any liability (whether known or unknown,
whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become
due) including any liability for taxes, except for (i) liabilities set forth on
the face of


                                       10
<PAGE>   12
the balance sheet dated as of the Most Recent Fiscal Year End (including in any
notes thereto), (ii) liabilities which have arisen after the Most Recent Fiscal
Year End in the Ordinary Course of Business (none of which results from, arises
out of, relates to, is in the nature of, or was caused by any breach of
contract, breach of warranty, tort, infringement, or violation of law) and (iii)
liabilities which in the aggregate are not material to the Target and its
Subsidiaries, taken as a whole.

      (i) Litigation. Except as set forth on Schedule 3(i), there is no action,
suit, investigation or proceeding pending against, or to the Knowledge of the
Target threatened against or affecting, the Target or any of its Subsidiaries or
any of their properties (or any basis therefor) before any court or arbitrator
or any governmental body, agency or official which, if determined or resolved
adversely to the Target or any Subsidiary, may have a material adverse effect on
the business, assets, financial condition, operations, results of operations, or
prospects of the Target and its Subsidiaries taken as a whole. Except as set
forth on Schedule 3(i), to the Knowledge of the Target there are no facts or
circumstances that could result in any claims or actions, suits, investigations
or proceedings of the sort described in the preceding sentence.

      (j) Intellectual Property.

      (i) Except as set forth on Schedule 3(j)(i), the Target and/or each of its
Subsidiaries owns, or is licensed or otherwise possesses legally enforceable
rights to use all patents, trademarks, trade names, service marks, copyrights,
and any applications therefor, trade secrets, technology, know-how, computer
software programs or applications, and tangible or intangible proprietary
information or materials that are used in the business of the Target and its
Subsidiaries as currently conducted or as proposed to be conducted, except where
the failure to own, be licensed or otherwise have such rights would not have a
material adverse effect upon the business, assets, financial condition,
operations, results of operations or future prospect of the Target and its
Subsidiaries, taken as a whole. All patents, trademarks, trade names, service
marks and copyrights held by the Target or any Subsidiary are valid and
subsisting.

            (ii) Except as disclosed in the Public Reports filed prior to the
date hereof or as set forth on Schedule 3(j)(ii):

                  (A) neither the Target nor any of its Subsidiaries is, nor
            will the Target or any of its Subsidiaries be as a result of the
            execution and delivery of this Agreement or the performance of the
            Target's obligations hereunder, in violation of any licenses,
            sublicenses and other agreement as to which the Target or any of its
            Subsidiaries is a party or pursuant to which the Target or any of
            its Subsidiaries is authorized to use any third-party patents,
            trademarks, trade names, service marks, copyrights, trade secrets,
            technology, know-how or computer software (collectively,
            "Third-Party Intellectual Property Rights");

                  (B) no claims with respect to (I) the patents, registered and
            unregistered trademarks and service marks, registered copyrights,
            trade names, and any applications therefor, trade secrets, know-how,
            technology or computer software owned by the Target or any of its
            Subsidiaries (collectively called the "Target


                                       11
<PAGE>   13
            Intellectual Property Rights"); or (II) Third-Party Intellectual
            Property Rights are currently pending or, to the Knowledge of the
            officers of the Target, are threatened by any person;

                  (C) to the Knowledge of the Target, there are no valid grounds
            for any bona fide claims (I) to the effect that the manufacture,
            sale, licensing or use of any product or provision of any service as
            now used, sold, licensed or provided or proposed for use, sale,
            license or to be provided by the Target or any of its Subsidiaries,
            infringes on any copyright, patent, trademark, trade name, service
            mark, copyright, know-how, technology or trade secret of any person;
            (II) against the use by the Target or any of its Subsidiaries, of
            any Target Intellectual Property Right or Third-Party Intellectual
            Property Right used in the business of the Target or any of its
            Subsidiaries as currently conducted or as proposed to be conducted;
            (III) challenging the ownership, validity or enforceability of any
            of the Target Intellectual Property Rights; or (IV) challenging the
            license or legally enforceable right to use of the Third-Party
            Intellectual Rights by the Target or any of its Subsidiaries; and

                  (D) each of the employees and consultants of the Target and
            its Subsidiaries has executed and delivered to the Target in
            connection with employment or engagement a binding agreement
            conveying to the Target or such Subsidiary all rights to any
            invention, trade secret, or other intellectual property
            substantially in the form of agreement provided to the Acquiror, and
            to the Knowledge of the Target, there is no unauthorized use,
            infringement or misappropriation of any of the Target Intellectual
            Property Rights by any third party, including any employee or
            consultant of the Target or any of its Subsidiaries.

      (k) Product and Service Warranties.

      Except as set forth on Schedule 3(k), (i) there are no warranties, express
or implied, written or oral, with respect to the Products or Services; (ii)
there are no pending or, to the Knowledge of the Target, threatened claims with
respect to any such warranty, and neither the Target nor any of its Subsidiaries
has any liability with respect to any such warranty, whether known or unknown,
absolute, accrued, contingent or otherwise and whether due or to become due; and
(iii) there are no material product or service liability claims (whether arising
for breach of warranty or contract, or for negligences or other tort, or under
any statute) against or involving the Target or any of its Subsidiaries or any
Product or Service and no such claims have been settled, adjudicated or
otherwise disposed of since January 31, 1996.

      (l) Year 2000 Compliance.

            (i) Products and Services. All of the Products and Services are Year
      2000 Compliant except for any failure to be Year 2000 Compliant which
      would not be material to the business, assets, financial condition,
      operations, results of operations or future prospects of the Target and
      its Subsidiaries taken as a whole. If the Target or any of its
      Subsidiaries is obligated to repair or replace Products or Services
      previously provided by


                                       12
<PAGE>   14
      the Target or any of its subsidiaries that are not Year 2000 Compliant in
      order to meet the Target's or such Subsidiary's contractual obligations,
      to avoid personal injury, to avoid misrepresentation claims, or to satisfy
      any other contractual or legal obligations or requirements, to the
      Target's Knowledge it has repaired or replaced those Products and Services
      to make them Year 2000 Compliant. The Target has furnished the Acquiror
      with true, correct and complete copies of any customer agreements and
      other materials and correspondence in which the Target or any of its
      Subsidiaries has furnished (or could be deemed to have furnished)
      assurances as to the performance and/or functionally of any Products or
      Services on or after January 1, 2000, as a result of the occurrence of
      such date.

            (ii) Internal MIS Systems and Facilities. To the Knowledge of the
      Target, all Internal MIS Systems and Facilities are Year 2000 Complaint.

            (iii) Suppliers. To the Knowledge of the Target, but without any
      duty to investigate, all vendors of products or services to the Target and
      its Subsidiaries, and their respective products, services and operations,
      are Year 2000 Compliant.

            (iv) Year 2000 Compliance Investigations and Reports. The Target has
      furnished the Acquiror with a true, correct and complete copy of any
      written internal investigations, memoranda, budget plans, forecasts, or
      reports concerning the Year 2000 Compliance of the products, services,
      operations, systems, supplies, and facilities of the Target and its
      Subsidiaries and the Target's and its Subsidiaries' vendors.

            The terms as used within this Section 3(l) have the following
      definitions:

                  "Facilities" means any facilities or equipment used by the
      Target or its Subsidiaries in any location, including HVAC systems,
      mechanical systems, elevators, security systems, fire suppression systems,
      telecommunications systems, fax machines, copy machines, and equipment,
      whether or not owned by the Target.

                  "Internal MIS Systems" means any computer software and systems
      (including hardware, firmware, operating systems software, utilities, and
      applications software) used in the ordinary course of the Target's or its
      Subsidiaries' business by or on behalf of the Target or its Subsidiaries,
      including payroll, accounting, billing/receivables, inventory, asset
      tracing, customer services, human resources, and e-mail systems.

                  "Year 2000 Compliant" means that (1) the products, services,
      or other items) at issue accurately process, provide and/or receive all
      date/time data (including calculating, comparing, sequencing, processing
      and outputting) within, from, into, and between centuries (including the
      twentieth and twenty-first centuries and the years 1999 and 2000),
      including leap year calculations, and (2) neither the performance nor the
      functionality nor the Target's provision of the products, services, and
      other item(s) at issue will be affected by any dates/times prior to, on,
      after, or spanning January 1, 2000. The design of the products, services,
      and other item(s) at issue to ensure compliance with the foregoing
      warranties and representations includes proper date/time data, century


                                       13
<PAGE>   15
      recognition and recognition of 1999 and 2000, calculations that
      accommodate single century and multi-century formulae and date/time values
      before, on, after, and spanning January 1, 2000, and date/time data
      interface values that reflect the century, 1999, and 2000. In particular,
      but without limitation, (i) no value for current date/time will cause any
      material error, interruption, or decreased performance in or for such
      product(s), service(s), and other item(s), (ii) all manipulations of date
      and time related data (including calculating, comparing, sequencing,
      processing, and outputting) will produce correct results for all valid
      dates and times when used independently or in combination with other
      product, services, and/or items, (iii) date/time elements in interfaces
      and data storage will specify the century to eliminate date ambiguity
      without human intervention, including leap year calculations, (iv) where
      any date/time element is represented without a century, the correct
      century will be unambiguous for all manipulations involving that element,
      (v) authorization codes, passwords, and zaps (purge functions) will
      function normally and in materially the same manner during, prior to, on
      and after January 1, 2000, including the manner in which they function
      with respect to expiration dates and CPU serial numbers, and (vi) the
      Target's or its Subsidiaries' supply of the product(s), service(s), and
      other item(s) will not be materially interrupted, delayed, decreased, or
      otherwise affected by the advent of the year 2000.

      (m) Employee Benefits.

            (i) All bonus, deferred compensation, pension, retirement,
      profit-sharing, thrift, savings, employee stock ownership, stock bonus,
      stock purchase, restricted stock and stock option plans, all employment,
      termination, severance, welfare, fringe benefit, compensation, medical or
      health contract or other plan, contract, policy or arrangement which
      covers employees or former employees (the "Employees") and current and
      former directors of the Target or its Subsidiaries or their respective
      predecessors (the "Compensation and Benefit Plans" or "Plans"), including,
      but not limited to, "employee benefit plans" within the meaning of Section
      3(3) of the Employee Retirement Income Security Act of 1974, as amended
      ("ERISA") are listed in Schedule 3(m)(i) of the Disclosure Schedule and
      any "change in control" or similar provisions therein are specifically
      identified in such Schedule. Schedule 3(m)(i) contains a complete and
      accurate list of all current Employees of the Target and its Subsidiaries.
      True and complete copies of all Compensation and Benefit Plans, including,
      but to limited to, any trust instruments and/or insurance contracts, if
      any, forming a part of any such plans and agreements, and all amendments
      thereto, have been made available to the Acquiror.

            (ii) All Compensation and Benefit Plans have been administered in
      accordance with their terms and such Plans are in compliance with all
      applicable laws, including, without limitation, as applicable, ERISA and
      the Internal Revenue Code of 1986, as amended (the "Code"). Each Plan
      which is an "employee pension benefit plan" within the meaning of Section
      3(2) of ERISA ("Pension Plan") and which is intended to be qualified under
      Section 401(a) of the Code, has received a favorable determination letter
      from the Internal Revenue Service, and the Target is not aware of any
      circumstances likely to result in revocation of any such favorable
      determination letter. There is no pending or, to the Knowledge of the
      Target, threatened litigation relating to the Compensation and Benefit


                                       14
<PAGE>   16
      Plans. Neither the Target nor any of its Subsidiaries has engaged in a
      transaction with respect to any Plan that, assuming the taxable period of
      such transaction expired as of the date hereof, could subject the Target
      or any of its Subsidiaries to a tax or penalty imposed by either Section
      4975 of the Code or Section 502(i) of ERISA in an amount which would be
      material.

            (iii) None of the Compensation and Benefit Plans or any other
      employee benefit plan within the meaning of Section 3(3) of ERISA under
      which the Target (or its Subsidiaries) has or could have any liability (a)
      constitutes a "multiemployer plan," as defined in Section 3(37) of ERISA;
      or (b) is subject to Title IV of ERISA, Section 302 of ERISA, or Section
      412 of the Code.

            (iv) Neither the Target nor any of its Subsidiaries have any
      obligations for retiree health or life benefits under any Plan, except as
      set forth on Schedule 3(m)(iv). There are no restrictions on the rights of
      the Target or any of its Subsidiaries to amend or terminate any such Plan
      without incurring any liability thereunder.

            (v) All Compensation and Benefit Plans covering foreign employees
      comply with applicable local law. Neither the Target nor any of its
      Subsidiaries has any unfunded liabilities with respect to any Pension Plan
      which covers foreign Employees.

            (vi) Except as set forth in Schedule 3(m)(vi), the consummation of
      the transactions contemplated by this Agreement will not (x) entitle any
      employees of the Target or any of its Subsidiaries to severance pay, (y)
      accelerate the time of payment or vesting or trigger any payment of
      compensation or benefits under, increase the amount payable or trigger any
      other material obligation pursuant to, any of the Compensation and Benefit
      Plans or (z) result in any breach or violation of, or a default under, any
      of the Compensation and Benefit Plans.

            (vii) No payment (or acceleration of benefits) required to be made
      to any Employee as a result of the transactions contemplated by this
      Agreement under any Compensation and Benefit Plan or otherwise will, if
      made, constitute an "excess parachute payment" within the meaning of
      Section 280G of the Code.

      (n) Employees. As of the date hereof and except as set forth on Schedule
3(n), no executive or technical employee of the Target or any of its
Subsidiaries has terminated employment with the Target or such Subsidiary since
May 1, 1999. As at the date hereof, except as set forth in Schedule 3(n), to the
Knowledge of the Target no executive or technical employee of the Target or any
of its Subsidiaries has indicated the intention to terminate employment with the
Target or such Subsidiary, materially reduce his or her time commitment to such
employment, or given any indication that he or she may do so.

      (o) Customers. Except as set forth on Schedule 3(o), since January 31,
1999, no existing customer of the Target or any Subsidiary has cancelled any
agreement for Products and Services, reduced the quantity of Products and
Services required from the Target or any Subsidiary, advised the Target that it
will not continue to purchase Products or Services, amended its agreements or
business


                                       15
<PAGE>   17
arrangements with the Target or any of its Subsidiaries to the disadvantage of
the Target or such Subsidiary or, to the Knowledge of the Target, indicated its
intention to do any of the foregoing or the possibility that it will seek to do
any of the foregoing.

      (p) Brokers' Fees. None of the Target and its Subsidiaries has any
liability or obligation to pay any fees or commissions to any broker, finder, or
agent with respect to the transactions contemplated by this Agreement, except
for up to $150,000 plus expenses payable to Ragen MacKenzie, the Target's
financial advisor.

      (q) Continuity of Business Enterprise. The Target operates at least one
significant historic business line, or owns at least a significant portion of
its historic business assets, in each case within the meaning of Reg. Section
1.368-1(d).

      (r) Affiliate Agreements. Disclosure Schedule 3(r) lists all Affiliates of
the Target who beneficially own Target Shares. The Target has obtained and
delivered to the Acquiror agreements in the form of Exhibit B hereto executed by
each of its Affiliates with respect to transactions in Target Shares and
Acquiror Shares.

      (s) Taxation of the Merger. The representations and warranties set forth
in Exhibit D hereto are true and correct.

      (t) Agreement of Executive Officers and Directors. The Target has obtained
from each of the Major Shareholders and from each of its directors and delivered
to the Acquiror an agreement in the form of Exhibit C hereto to the effect that
all Target Shares held by such person will be voted in favor of the Merger and
with respect to certain other matters.

      (u) Disclosure. The Definitive Target Materials will comply with the
Securities Act and the Securities Exchange Act in all material respects. The
Definitive Target Materials will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they will be made,
not misleading; provided, however, that the Target and the Major Shareholders
make no representation or warranty with respect to any information that the
Acquiror will supply specifically for use in the Definitive Target Materials.
None of the information that the Target will supply specifically for use in the
Registration Statement, or the Prospectus will contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they will
be made, not misleading.

      4. Representations and Warranties of the Acquiror and Acquiror Sub. The
Acquiror and Acquiror Sub each represents and warrants to the Target that the
statements contained in this Section 4 are correct and complete as of the date
of this Agreement and will be correct and complete as of the Closing Date (as
though made then and as though the Closing Date were substituted for the date of
this Agreement throughout this Section 4), except as set forth in the Disclosure
Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding
to the numbered and lettered paragraphs contained in this Section 4.


                                       16
<PAGE>   18
      (a) Organization. The Acquiror and Acquiror Sub are each corporations duly
organized and validly existing under the laws of the jurisdictions of their
incorporation.

      (b) Capitalization. The entire authorized capital stock of the Acquiror
consists of 100,000,000 Acquiror Shares, of which 10,950,617 Acquiror Shares are
issued and outstanding at April 30, 1999, and 5,000,000 shares of preferred
stock, without par value, none of which are issued and outstanding. All of the
Acquiror Shares to be issued in the Merger have been duly authorized and, upon
consummation of the Merger, will be validly issued, fully paid, and
nonassessable. The entire authorized capital stock of Acquiror Sub consists of
100,000 shares of common stock, without par value, of which 100 shares are
issued and outstanding.

      (c) Authorization of Transaction. The Acquiror and Acquiror Sub each has
full power and authority (including full corporate power and authority) and has
taken all corporate action necessary to authorize the execution and delivery of
this Agreement and the performance of their respective obligations hereunder.
This Agreement constitutes the valid and legally binding obligation of the
Acquiror and Acquiror Sub, enforceable in accordance with its terms and
conditions.

      (d) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
(i) violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Acquiror or Acquiror Sub is subject
or any provision of the charter or bylaws of the Acquiror or Acquiror Sub or
(ii) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument or other arrangement to which the Acquiror or Acquiror Sub
is a party or by which it is bound or to which any of its assets is subject.
Other than in connection with the provisions of the Washington Business
Corporation Act, the Securities Exchange Act, the Securities Act, and the state
securities laws, neither the Acquiror nor Acquiror Sub needs to give any notice
to, make any filing with, or obtain any authorization, consent, or approval of
any government or governmental agency in order for the Parties to consummate the
transactions contemplated by this Agreement.

      (e) Brokers' Fees. Neither the Acquiror or Acquiror Sub has any liability
or obligation to pay any fees or commissions to any broker, finder, or agent
with respect to the transactions contemplated by this Agreement for which any of
the Target and its Subsidiaries could become liable or obligated.

      (f) Continuity of Business Enterprise. It is the present intention of the
Acquiror and Acquiror Sub to continue at least one significant historic business
line of the Target, or to use at least a significant portion of the Target's
historic business assets in a business, in each case within the meaning of Reg.
Section 1.368-1(d).

      (g) Disclosure. The Registration Statement and the Prospectus will comply
with the Securities Act and the Securities Exchange Act in all material
respects. The Registration Statement and the Prospectus will not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made therein, in the light of the circumstances
under which they will be made, not misleading; provided, however, that the
Acquiror makes no representation or warranty with respect to any information
that the Target will supply specifically for use in the


                                       17
<PAGE>   19
Registration Statement and the Prospectus. None of the information that the
Acquiror will supply specifically for use in the Definitive Target Materials
will contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made therein, in the light of the
circumstances under which they will be made, not misleading.

      (h) Litigation. There is no action, suit, investigation or proceeding
pending against, or to the knowledge of the executive officers of Acquiror
threatened against Acquiror or any of its Subsidiaries or any of their
properties before any court or arbitrator or any governmental body, agency or
official which is required by Instructions 1, 2 and 3 to Item 103 of Regulation
S-K of the SEC to be disclosed in Acquiror's filings with the SEC that it has
been required to make under the Securities Act or the Securities Exchange Act
that is not disclosed in the Acquiror's report on Form 10-Q for the quarter
ended March 31, 1999.

      5. Covenants. The Parties agree as follows with respect to the period from
and after the execution of this Agreement.

      (a) General. Each of the Parties will use its reasonable best efforts to
take all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the transactions contemplated by this Agreement
(including satisfaction, but not waiver, of the closing conditions set forth in
Section 6 below).

      (b) Notices and Consents. The Target will give any notices (and will cause
each of its Subsidiaries to give any notices) to third parties, and will use its
best efforts to obtain (and will cause each of its Subsidiaries to use its best
efforts to obtain) any third party consents, that the Acquiror may request in
connection with the matters referred to in Section 3(d) above.

      (c) Regulatory Matters and Approvals. Each of the Parties will (and the
Target will cause each of its Subsidiaries to) give any notices to, make any
filings with, and use its best efforts to obtain any authorizations, consents,
and approvals of governments and governmental agencies in connection with the
matters referred to in Section 3(d) and Section 4(d) above. Without limiting the
generality of the foregoing:

            (i) Securities Act, Securities Exchange Act, and State Securities
      Laws. The Target will prepare and file with the SEC in compliance with
      Section 14(a) of the Securities Exchange Act, proxy materials including a
      proxy statement relating to the Special Target Meeting which will also
      serve as a prospectus relating to the Acquiror Shares under the Securities
      Act. The Acquiror will prepare and file with the SEC a registration
      statement under the Securities Act relating to the offering and issuance
      of the Acquiror Shares (the "Registration Statement"). The filing Party in
      each instance will use its best efforts to respond to the comments of the
      SEC thereon and will make any further filings (including amendments and
      supplements) in connection therewith that may be necessary, proper, or
      advisable, provided that the Target will not file any materials with the
      SEC without the prior consent of the Acquiror, which will not be
      unreasonably withheld or delayed. The Acquiror and the Target will
      cooperate fully in the preparation of the Disclosure Materials, and the
      Acquiror will provide the Target, and the Target will provide the
      Acquiror, with whatever information and assistance in connection with the
      foregoing filings that the filing Party may request. The Acquiror will
      take all actions that


                                       18
<PAGE>   20
      may be necessary, proper, or advisable under state securities laws in
      connection with the offering and issuance of the Acquiror Shares.

            (ii) Washington Business Corporation Act. The Target will call a
      special meeting of its shareholders (the "Special Target Meeting") as soon
      as practicable in order that the shareholders may consider and vote upon
      the approval of the Merger in accordance with the Washington Business
      Corporation Act. The Target will mail the Disclosure Document to its
      shareholders and as soon as practicable. The Disclosure Document will
      contain the affirmative recommendation of the board of directors of the
      Target in favor of the approval of the Merger.

      (d) Listing of Acquiror Shares. The Acquiror will use its best efforts to
cause the Acquiror Shares that will be issued in the Merger to be approved for
listing on the Nasdaq National Market, subject to official notice of issuance,
prior to the Effective Time.

      (e) Operation of Business. The Target will not (and will not cause or
permit any of its Subsidiaries to) engage in any practice, take any action, or
enter into any transaction outside the Ordinary Course of Business, other than
with the prior written consent of the Acquiror. Without limiting the generality
of the foregoing:

            (i) none of the Target and its Subsidiaries will authorize or
      effect any change in its charter or bylaws;

            (ii) none of the Target and its Subsidiaries will grant (except as
      set forth on Schedule 5(e)(ii)) or accelerate or permit the acceleration
      of the vesting of any options, warrants, or other rights to purchase or
      obtain any of its capital stock or issue, sell, or otherwise dispose of
      any capital stock of the Target or any Subsidiary (except upon the
      conversion or exercise of options, warrants, and other rights to acquire
      shares of capital stock of the Target currently outstanding and disclosed
      in this Agreement) except that (i) vesting of Target Options held by
      Timothy J. Carroll will be accelerated at the Effective Time pursuant to
      his employment agreement and (ii) the Target may accelerate the vesting of
      Target Options for employees of the Target that the Acquiror notifies the
      Target will not be continued as employees of the Surviving Corporation
      after the Effective Time;

            (iii) none of the Target and its Subsidiaries will declare, set
      aside, or pay any dividend or distribution with respect to its capital
      stock (whether in cash or in kind), or redeem, repurchase, or otherwise
      acquire any of its capital stock;

            (iv) none of the Target and its Subsidiaries will issue any note,
      bond, or other debt security or create, incur, assume, or guarantee any
      obligation of any third party or any indebtedness for borrowed money or
      capitalized lease obligation outside the Ordinary Course of Business;

            (v) none of the Target and its Subsidiaries will sell or dispose of
      material assets or will impose any Security Interest upon any of its
      assets outside the Ordinary Course of Business;


                                       19
<PAGE>   21
            (vi) none of the Target and its Subsidiaries will make any capital
      investment in, make any loan to, or acquire the securities or assets of
      any other Person outside the Ordinary Course of Business;

            (vii) none of the Target and its Subsidiaries will make any change
      in employment terms for any of its directors, officers, and employees
      outside the Ordinary Course of Business;

            (viii) none of the Target and its Subsidiaries will take any action
      that will preclude the Merger from being treated as a tax-free
      reorganization pursuant to Internal Revenue Code Sections 368(a)(1)(A) and
      368(a)(2)(D);

            (ix) none of the Target and its Subsidiaries will amend any
      employment agreement or increase the compensation of directors, officers
      or employees outside the Ordinary Course of Business; and

            (x) none of the Target and its Subsidiaries will commit to any of
      the foregoing.

      (f) Full Access. The Target will (and will cause each of its Subsidiaries
to) permit representatives of the Acquiror to have full access to all premises,
properties, personnel, books, records (including tax records), contracts, and
documents of or pertaining to each of the Target and its Subsidiaries. The
Acquiror will treat and hold as such any Confidential Information it receives
from any of the Target and its Subsidiaries in the course of the reviews
contemplated by this Section 5(f), will not use any of the Confidential
Information except in connection with this Agreement, and, if this Agreement is
terminated for any reason whatsoever, agrees to return to the Target all
tangible embodiments (and all copies) thereof which are in its possession.

      (g) Notice of Developments. Each Party will give prompt written notice to
the other Parties and the Major Shareholders, and each of the Major Shareholders
will give prompt written notice to the Parties, of any material development that
would, if not corrected by the Closing Date, result in any of its own
representations and warranties in Section 3 and Section 4 above being incorrect
at the Closing Date. No disclosure by any Party or Major Shareholder pursuant to
this Section 5(g), however, shall be deemed to amend or supplement the
Disclosure Schedule or to prevent or cure any misrepresentation, breach of
warranty, or breach of covenant.

      (h) Acquisition Proposals. The Target and each Major Shareholder agree
that neither the Target nor any of its Subsidiaries nor any of the respective
officers, directors, agents, employees or representatives of the Target or any
of its Subsidiaries (including, without limitation, any investment banker,
attorney or accountant retained by the Target or any of its Subsidiaries) nor
any of the Major Shareholders (whether or not acting on behalf of the Target)
shall initiate, solicit or encourage, directly or indirectly, any inquiries or
the making of any proposal or offer to the Target or any Subsidiary or any of
the shareholders of the Target with respect to a merger, consolidation or
similar transaction involving, or any purchase of all or any significant portion
of the assets or any equity securities of, the Target or any of its Subsidiaries
(any such proposal or offer being hereinafter referred to as an "Acquisition
Proposal") or, except to the extent legally required for the discharge by the
board of directors of the Target of its fiduciary duties as advised in writing
by counsel, engage in any negotiations concerning, or provide any confidential
information or data to, or have any discussions


                                       20
<PAGE>   22
with, any Person relating to an Acquisition Proposal, or otherwise facilitate
any effort or attempt to make or implement an Acquisition Proposal. The Target
shall immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to any of the foregoing. The Target shall take the necessary steps to promptly
inform the individuals or entities referred to in the first sentence hereof of
the obligations undertaken in this Section 5(h). The Target will notify the
Acquiror immediately if any inquiries or proposals relating to an actual or
potential Acquisition Proposal are received by, any such information is
requested from, or any such negotiations or discussions are sought to be
initiated or continued with the Target or any of its Subsidiaries. The Target
also will promptly request each person which has heretofore executed a
confidentiality agreement in connection with its consideration of acquiring the
Target and/or any of its Subsidiaries to return all Confidential Information
heretofore furnished to such person by or on behalf of the Target.

      (i) Indemnification. The Acquiror will observe any indemnification
provisions now existing in the articles of incorporation or bylaws of the Target
for the benefit of any individual who served as a director or officer of the
Target at any time prior to the Effective Time. The Acquiror shall obtain
directors' and officers' liability insurance covering each individual who served
as an officer or director of the Target at any time prior to the Effective Time
for a period of 24 months after the Effective Time for an amount and coverage
not less than that in effect for such directors and officers of the Target
immediately prior to the Effective Time.

      (j) Continuity of Business Enterprise The Acquiror will cause the
Surviving Corporation to continue at least one significant historic business
line of the Target, or use at least a significant portion of the Target's
historic business assets in a business, in each case within the meaning of Reg.
Section 1.368-1(d).

      (k) Target's Compensation and Benefit Plans. The Target will take such
actions as the Acquiror reasonably requests with respect to the Target's
Compensation and Benefit Plans, it being understood that the purpose of the
covenant contained in this Section 5(k) is to conform the Target's Compensation
and Benefit Plans to applicable legal requirements and to minimize any future
liabilities of the Acquiror, Acquiror Sub and the Surviving Corporation in
respect of the Target's Compensation and Benefit Plans.

      6. Conditions to Obligation to Close.

      (a) Conditions to Obligation of the Acquiror. The obligation of the
Acquiror to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:

            (i) this Agreement and the Merger shall have received the Requisite
      Target Shareholder Approval and the number of Dissenting Shares shall not
      exceed 10% of the number of outstanding Target Shares;

            (ii) the Target and its Subsidiaries shall have procured all of the
      third party consents specified in Section 5(b) above, unless, in the
      opinion of the Acquiror, acting reasonably, the


                                       21
<PAGE>   23
      failure to obtain such consents would not have a material adverse effect
      on the operations of the Surviving Corporation;

            (iii) the representations and warranties set forth in Section 3
      above shall be true and correct in all material respects at and as of the
      Closing Date;

            (iv) the Target shall have performed and complied with all of its
      covenants and obligations hereunder in all material respects through the
      Closing;

            (v) no action, suit, or proceeding shall be pending or threatened
      before any court or quasi-judicial or administrative agency of any
      federal, state, local, or foreign jurisdiction or before any arbitrator
      wherein an unfavorable injunction, judgment, order, decree, ruling, or
      charge would (A) prevent consummation of any of the transactions
      contemplated by this Agreement, (B) cause any of the transactions
      contemplated by this Agreement to be rescinded following consummation, (C)
      affect adversely the right of the Surviving Corporation to own the former
      assets, to operate the former businesses, and to control the former
      Subsidiaries of the Target, or (D) affect adversely the right of any of
      the former Subsidiaries of the Target to own its assets and to operate its
      businesses (and no such injunction, judgment, order, decree, ruling, or
      charge shall be in effect);

            (vi) since the date of this Agreement, there shall have been no
      material adverse change in the business, assets, financial condition,
      operations, results of operations or prospects of the Target and its
      Subsidiaries taken as a whole, it being understood that a material adverse
      change in the employee base of the Target and its Subsidiaries may
      constitute such a material adverse change;

            (vii) the Target shall have delivered to the Acquiror a certificate
      of its Chief Executive Officer and Chief Financial Officer to the effect
      that each of the conditions specified above in Section 6(a)(i)-(vi) is
      satisfied in all respects;

            (viii) the Registration Statement shall have become effective under
      the Securities Act prior to the mailing of the Disclosure Document to
      Target Shareholders;

            (ix) the Acquiror Shares that will be issued in the Merger shall
      have been approved for listing on the Nasdaq National Market, subject to
      official notice of issuance;

            (x) the Acquiror shall have received an opinion from Dorsey &
      Whitney LLP, dated as of the Effective Time, substantially to the effect
      that, on the basis of the facts, representations and assumptions set forth
      in such opinions which are consistent with the state of facts existing at
      the Effective Time, the Merger will be treated for Federal income tax
      purposes as a reorganization within the meaning of Section 368(a) of the
      Code and that accordingly:

            (A) No gain or loss will be recognized by the Acquiror, Acquiror Sub
      or the Target as a result of the Merger.


                                       22
<PAGE>   24
            (B) No gain or loss will be recognized by the shareholders of Target
      who exchange Target Shares for Acquiror Shares pursuant to the Merger,
      except with respect to any cash received by such Target shareholders in
      the Merger.

            (C) Gain, if any, but not loss, will be recognized by Target
      shareholders upon the exchange of Target Shares for cash pursuant to the
      Merger. Such gain will be recognized, but not in excess of the amount of
      cash, in an amount equal to the difference, if any, between (a) the fair
      market value of the Acquiror Shares and cash received and (b) the Target
      shareholder's adjusted tax basis in the Target Shares surrendered in
      exchange therefor pursuant to the Merger. If the receipt of cash payments
      has the effect of a distribution of a dividend to a Target Shareholder,
      some or all of the gain recognized will be treated as a dividend taxed as
      ordinary income. If the exchange does not have the effect of a
      distribution of a dividend, all of the gain recognized would be a capital
      gain, provided the Target Shares are a capital asset in the hands of the
      Target shareholder at the time of the Merger.

            (D) The aggregate tax basis of the Acquiror Shares received by a
      Target Shareholder who exchanges Target Shares in the Merger will be the
      same as the aggregate tax basis of the Target Shares surrendered in
      exchange therefor, decreased by the amount of any cash received by such
      Target Shareholder which is treated as a redemption rather than a dividend
      and increased by the amount of any non-dividend gain recognized by such
      Target Shareholder in connection with the Merger.

            (E) The holding period of the Acquiror Shares received by a Target
      Shareholder pursuant to the Merger will include the period during which
      the Target Shares surrendered therefor were held, provided the Target
      Shares are a capital asset in the hands of the Target shareholder at the
      time of the Merger.

      In rendering such opinion, such counsel may require and rely upon
      representations and covenants including those contained in certificates of
      officers of the Acquiror, Acquiror Sub and the Target and others,
      including certain Target shareholders who are parties to this Agreement.

            (xi) the Acquiror shall have received the resignations, effective as
      of the Closing, of each director and officer of the Target and its
      Subsidiaries other than those whom the Acquiror shall have specified in
      writing at least four business days prior to the Closing;

            (xii) all actions to be taken by the Target in connection with
      consummation of the transactions contemplated hereby and all certificates,
      opinions, instruments, and other documents required to effect the
      transactions contemplated hereby will be satisfactory in form and
      substance to the Acquiror, acting reasonably; and

            (xiii) Daniel M. Fine shall have entered into an employment
      agreement with the Acquiror in form and substance acceptable to the
      Acquiror and Daniel M. Fine.


                                       23
<PAGE>   25
      The Acquiror may waive any condition specified in this Section 6(a) if it
executes a writing so stating at or prior to the Closing.

      (b) Conditions to Obligation of the Target. The obligation of the Target
to consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:

            (i) the Registration Statement shall have become effective under the
      Securities Act and no stop order suspending the effectiveness of the
      Registration Statement shall have been issued or proceedings therefor
      initiated or threatened by the SEC;

            (ii) the Acquiror Shares that will be issued in the Merger shall
      have been approved for listing on the Nasdaq National Market, subject to
      official notice of issuance;

            (iii) the representations and warranties set forth in Section 4
      above shall be true and correct in all material respects at and as of the
      Closing Date;

            (iv) since August 5, 1999, there shall have been no material adverse
      change in the business, assets, financial condition, operations, results
      of operations or future prospects of the Acquiror and its Subsidiaries,
      taken as a whole, which the Disclosure Document does not (i) disclose has
      occurred, (ii) disclose may occur (other than in the "Risk Factors"
      section) or (iii) disclose may occur under a caption in the "Risk Factors"
      section that is referred to in the Disclosure Document other than in the
      "Risk Factors" section;

            (v) each of the Acquiror and Acquiror Sub shall have performed and
      complied with all of its covenants and obligations hereunder in all
      material respects through the Closing;

            (vi) each of the Acquiror and Acquiror Sub shall have delivered to
      the Target a certificate of its Chief Executive Officer and its Chief
      Financial Officer or general counsel to the effect that each of the
      conditions specified above in Section 6(b)(i)-(v) is satisfied in all
      respects;

            (vii) this Agreement and the Merger shall have received the
      Requisite Target Shareholder Approval;

            (viii) the Target shall have received a favorable opinion from
      Dorsey & Whitney LLP, dated as of the Effective Time, as to the matters
      set forth in Section 4(a) (other than as to outstanding shares), (b), and
      (c) hereof and as to the valid issuance and listing on Nasdaq of the
      Acquiror Shares being issued in the Merger and the effectiveness of the
      Registration Statement;

            (ix) Target shall have received an opinion from Dorsey & Whitney
      LLP, dated as of the Effective Time, substantially to the effect that, on
      the basis of the facts, representations and assumptions set forth in such
      opinions which are consistent with the state of facts existing at the
      Effective Time, the Merger will be treated for Federal income tax purposes
      as a reorganization within the meaning of Section 368(a) of the Code and
      that accordingly:


                                       24
<PAGE>   26
            (A) No gain or loss will be recognized by the Acquiror, Acquiror Sub
      or Target as a result of the Merger.

            (B) No gain or loss will be recognized by the shareholders of Target
      who exchange Target Shares for Acquiror Shares pursuant to the Merger,
      except with respect to any cash received by such Target shareholders in
      the Merger.

            (C) Gain, if any, but not loss, will be recognized by Target
      Shareholders upon the exchange of Target Shares for cash pursuant to the
      Merger. Such gain will be recognized, but not in excess of the amount of
      cash, in an amount equal to the difference, if any, between (a) the fair
      market value of the Acquiror Shares and cash received and (b) the Target
      Shareholder's adjusted tax basis in the Target Shares surrendered in
      exchange therefor pursuant to the Merger. If the receipt of cash payments
      has the effect of a distribution of a dividend to a Target Shareholder,
      some or all of the gain recognized will be treated as a dividend taxed as
      ordinary income. If the exchange does not have the effect of a
      distribution of a dividend, all of the gain recognized would be a capital
      gain, provided the Target Shares are a capital asset in the hands of the
      Target Shareholder at the time of the Merger.

            (D) The aggregate tax basis of the Acquiror Shares received by a
      Target Shareholder who exchanges Target Shares in the Merger will be the
      same as the aggregate tax basis of the Target Shares surrendered in
      exchange therefor, decreased by the amount of any cash received by such
      Target Shareholder which is treated as a redemption rather than a dividend
      and increased by the amount of any non-dividend gain recognized by such
      Target Shareholder in connection with the Merger.

            (E) The holding period of the Acquiror Shares received by a Target
      Shareholder pursuant to the Merger will include the period during which
      the Target Shares surrendered therefor were held, provided the Target
      Shares are a capital asset in the hands of the Target Shareholder at the
      time of the Merger.

      In rendering such opinion, such counsel may require and rely upon
      representations and covenants including those contained in certificates of
      officers of the Acquiror, Acquiror Sub and the Target and others,
      including certain Target shareholders who are parties to this Agreement.
      Failure of the Target or Majority Shareholders to provide such
      certificates shall constitute a waiver by the Target of the requirement
      for this opinion.

            (x) all actions to be taken by the Acquiror or Acquiror Sub in
      connection with consummation of the transactions contemplated hereby and
      all certificates, opinions, instruments, and other documents required to
      effect the transactions contemplated hereby will be satisfactory in form
      and substance to the Target, acting reasonably.

      The Target may waive any condition specified in this Section 6(b) if it
executes a writing so stating at or prior to the Closing.


                                       25
<PAGE>   27
      7. Termination of Agreement. This Agreement may be terminated with the
prior authorization of the board of directors of the Party terminating the
Agreement (whether before or after shareholder approval) as provided below:

      (a) the Acquiror and the Target may terminate this Agreement by mutual
written consent at any time prior to the Effective Time;

      (b) the Acquiror may terminate this Agreement by giving written notice to
the Target at any time prior to the Effective Time if:

            (i) the Target or any Major Shareholder shall have breached any
      material representation, warranty, covenant or obligation contained in
      this Agreement in any material respect, the Acquiror has notified the
      Target of the breach, and the breach has continued without cure for a
      period of 20 days after the notice of breach;

            (ii) the Closing shall not have occurred on or before December 31,
      1999, by reason of the failure of any condition precedent under Section
      6(a) hereof (unless the Target has breached any material representation,
      warranty, covenant or failure results primarily from the Acquiror
      breaching any representation, warranty, covenant or obligation contained
      in this Agreement);

            (iii) the Target or any person described in Section 5(h) shall have
      taken any action proscribed by Section 5(h), or any action that would have
      been proscribed by Section 5(h) but for the exception thereto allowing
      certain activity to be taken if required by fiduciary obligations as
      advised in writing by counsel;

            (iv) the board of directors of Target shall have withdrawn or
      modified in a manner adverse to the Acquiror or Acquiror Sub its approval
      or recommendation of the Merger or this Agreement, or fails to reaffirm
      such approval or recommendation when requested by the Acquiror

      (c) the Target may terminate this Agreement by giving written notice to
the Acquiror at any time prior to the Effective Time if:

            (i) the Acquiror has breached any material representation, warranty,
      covenant or obligation contained in this Agreement in any material
      respect, the Target has notified the Acquiror of the breach, and the
      breach has continued without cure for a period of 20 days after the notice
      of breach;

            (ii) the Closing shall not have occurred on or before December 31,
      1999, by reason of the failure of any condition precedent under Section
      6(b) hereof (unless the failure results primarily from the Target
      breaching any representation, warranty, covenant or obligation contained
      in this Agreement);

            (iii) the Target is not in material breach of its representations,
      warranties, covenants or obligations under the Agreement and the board of
      directors of the Target receives an


                                       26
<PAGE>   28
      unsolicited written offer with respect to an Acquisition Proposal, or an
      unsolicited tender offer for Target Shares is commenced, and the board of
      directors of the Target determines that such transaction (the "Alternative
      Transaction") is more favorable to the shareholders of the Target than the
      Merger, provided the Target has given the Acquiror five business days
      prior notice of its intention to terminate this Agreement to accept the
      Alternative Transaction and the Acquiror shall have failed to offer to
      amend this Agreement so that it is at least as favorable to the
      shareholders of the Target as the Alternative Transaction.

      (d) The Acquiror or the Target may terminate this Agreement by giving
written notice to the other Parties at any time after the Special Target Meeting
in the event this Agreement and the Merger fail to receive the Requisite Target
Shareholder Approval, and the Acquiror may terminate this Agreement if the
number of Dissenting Shares exceeds 10% of the outstanding Target Shares.

      8. Effect of Termination.

            (a) Liabilities Upon Termination. If this Agreement is terminated
      pursuant to Section 7, none of the Acquiror, Acquiror Sub or the Target
      (nor any of their officers or directors) shall have any liability or
      further obligation to any other Party or its shareholders except as
      provided in Sections 8(b) and 8(c) below, as liquidated damages and in
      lieu of all other liabilities to any person for breach of this Agreement,
      provided that the confidentiality provisions of Section 9(b) and 5(f)
      shall survive termination of this Agreement.

            (b) Acquiror's Break-up fee. If:

                  (i)   this Agreement shall have been terminated by the
                        Acquiror pursuant to Section 7(b)(i), 7(b)(iii) or
                        7(b)(iv) hereof;

                  (ii)  this Agreement is terminated by the Target pursuant to
                        Section 7(c)(iii); or

                  (iii) this Agreement is terminated pursuant to Section 7(d)
                        hereof;

then, in any such event, the Target shall promptly, but in no event later than
five business days after a request from the Acquiror for payment (other than a
termination pursuant to Section 7(c) (iii), in which case payment shall be made
upon giving notice of termination), pay to the Acquiror (A) a fee equal to
$500,000, which amount shall be payable in same day funds; plus, (B) upon
receipt of an invoice or invoices therefor an amount equal to out-of-pocket
expenses, including fees and expenses paid to investment bankers, lawyers,
accountants and other service providers, incurred in connection with the
transactions contemplated by this Agreement. If not paid when due, amounts
payable pursuant to this Section 8(b) shall bear interest at the rate of ten
percent (10%) per annum. The Target acknowledges that the agreements contained
in this Section 8(b) (i) reflect reasonable compensation to the Acquiror for
undertaking the Merger and risking the loss of the benefits of the Merger under
the circumstances contemplated by this Section 8(b), (ii) were agreed to by the
Target for the purpose of inducing the Acquiror and Acquiror Sub to execute this
Agreement and undertake their obligations hereunder, and (iii) are


                                       27
<PAGE>   29
an integral part of the transactions contemplated by the Parties in this
Agreement, and that without these agreements, the Acquiror and Acquiror Sub
would not have entered into this Agreement.

               (c) Target's Breakup Fee. If the Acquiror shall terminate this
Agreement under circumstances other than those permitted in Section 7(a), (b) or
(d) hereof, or if the Target terminates pursuant to Section 7(c)(i) (other than
for breaches of the representations and warranties set forth in Section 4(g) or
4(h)), the Acquiror shall promptly pay to the Target (A) a fee equal to
$500,000, which amount shall be payable in same day funds; plus (B) upon receipt
of an invoice or invoices therefor an amount equal to out-of-pocket expenses,
including fees and expenses paid to investment bankers, lawyers, accountants,
and other service providers, incurred in connection with the transactions
contemplated by the Agreement. If not paid when due, amounts payable pursuant to
this Section 8(c) shall bear interest at the rate of 10% per annum. The Acquiror
acknowledges that the agreements contained in this Section 8(c) (i) reflect
reasonable compensation to the Target for undertaking the Merger and risking the
loss of benefits of the Merger under the circumstances contemplated by this
Section 8(c), (ii) were agreed for the purpose of inducing the Target to execute
this Agreement and undertake its obligations hereunder, and (iii) are an
integral part of the transactions contemplated by the Parties in this Agreement,
and without these agreements, the Target would not have entered into this
Agreement.

      9. Miscellaneous.

      (a) Survival and Indemnity.

                  (i)   Except as set forth in Section 9(a)(ii), none of the
                        representations, warranties, and covenants of the
                        Parties (other than the provisions in Section 2 above
                        concerning issuance of the Acquiror Shares and the
                        provisions in Section 5(i) above concerning
                        indemnification) will survive the Effective Time;

                  (ii)  The representations and warranties of the Major
                        Shareholders in Section 3 hereof shall survive the
                        Effective Time for a period of one year, provided that
                        (i) the representations and warranties set forth in
                        Sections 3 (b), (i), (j) and (l) hereof and any
                        representation and warranty as to which any of Major
                        Shareholders had actual knowledge of the facts which a
                        reasonable person in such Major Shareholder's
                        circumstances should have concluded would constitute an
                        inaccuracy or breach shall survive for two years; and
                        (ii) the representations and warranties set forth in
                        Section 3(s) hereof shall survive until all applicable
                        statutes of limitations, including waivers and
                        extensions, have expired with respect to each matter
                        addressed therein. Notwithstanding the preceding
                        sentence, any representation or warranty for which
                        indemnity may be sought pursuant to this Section 9(a)
                        shall survive the time it would otherwise terminate
                        pursuant to the preceding sentence, if notice of


                                       28
<PAGE>   30
                        the inaccuracy or breach thereof shall have been given
                        to the Major Shareholder against whom indemnity may be
                        sought.

                  (iii) The Major Shareholders agree, jointly and severally, to
                        indemnify the Acquiror, Acquiror Sub and the Surviving
                        Corporation against, and agrees to hold each of them
                        harmless from, any and all damage, loss, liability and
                        expense (including, without limitation, costs of
                        investigation and reasonable attorneys' fees in
                        connection with any claim, action, suit or proceeding)
                        (collectively, "Damages") incurred or suffered by the
                        Acquiror, the Acquiror Sub or the Surviving Corporation
                        arising out of:

                              (A)   any misrepresentation or breach of any
                                    warranty made by Major Shareholders in
                                    Section 3 hereof; or

                              (B)   any claim by any holder or former holder of
                                    Target Shares against Target or its
                                    officers, directors, or controlling persons
                                    alleging violations of Sections 5, 11, or 12
                                    of the Securities Act or Section 10(b) or
                                    14(a) (other than with respect to the
                                    Definitive Target Materials) of the Exchange
                                    Act, intentional or negligent
                                    misrepresentation, breach of fiduciary duty,
                                    or any misstatement of material fact or
                                    omission to state a fact that is required to
                                    be stated or necessary to make the
                                    statements made, in the light of the
                                    circumstances under which they were made,
                                    not misleading.

                        Provided, however, that the Major Shareholders shall be
                        not liable for indemnity under this Section 9(a)(iii)
                        unless the aggregate Damages exceed $50,000, in which
                        event the Major Shareholders shall be liable for all
                        Damages, subject to Section 9(a)(iv).

                  (iv)  The aggregate indemnification obligations of the
                        Majority Shareholders under Section 9(a) shall not
                        exceed:

                              (A)   With respect to Damages arising out of
                                    misrepresentations and breaches of
                                    warranties set forth in Section 3 hereof
                                    which shall survive for one year pursuant to
                                    Section 9(a)(ii) hereof, an amount equal to
                                    ten percent (10%) of (i) the aggregate
                                    number of Acquiror Shares multiplied by the
                                    Average Price plus (ii) the aggregate amount
                                    of cash, received by the Major Shareholders
                                    (and any transferees of any Target Shares
                                    held by the Major Shareholders on the date
                                    hereof) pursuant to the Merger; provided
                                    that Damages


                                       29
<PAGE>   31

                                    claimed under Section 9(a)(iv)(B) shall
                                    count toward the foregoing limitation;

                              (B)   With respect to Damages arising out of
                                    misrepresentations and breaches of
                                    warranties set forth in Section 3 hereof
                                    which shall survive for two years
                                    pursuant to Section 9(a)(ii) hereof and
                                    Damages recoverable under Section
                                    9(a)(iv)(B) hereof, an amount equal to
                                    $1,000,000; provided that Damages claimed
                                    under Section 9(a)(iv)(A) shall count
                                    toward the $1,000,000 limitation.

                        Provided further, that if and to the extent any Damages
                        are paid by insurance, the Major Shareholders shall not
                        have any indemnification obligations hereunder (and the
                        insurance provider shall not have any rights of
                        subrogation hereunder), it being understood that the
                        Acquiror, Acquiror Sub and the Surviving Corporation
                        shall use commercially reasonable efforts to pursue
                        recovery against an insurer under insurance coverage,
                        but none of them shall be required to commence
                        litigation or otherwise expend significant resources
                        pursuing collection in the event of a dispute with the
                        insurer.

                  (v)   No investigation or knowledge by or on behalf of the
                        Acquiror or Acquiror Sub or the Surviving Corporation
                        (whether before or after the Effective Time) shall in
                        any way limit the representations and warranties set
                        forth in Section 3 or the right of indemnity set
                        forth in this Section 9(a).

      (b) Press Releases and Public Announcements. Neither the Acquiror nor the
Target shall issue any press release or make any public announcement relating to
the subject matter of this Agreement without the prior written approval of the
other; provided, however, that the Acquiror or the Target may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its best efforts to advise the other Party
and its counsel at least one day prior to making the disclosure). No Party other
then the Acquiror or the Target shall issue any press release or make any public
disclosure concerning the subject matter of this Agreement, or otherwise
disclose any information concerning the subject matter of this Agreement to any
person that has not previously been made public by the Acquiror or the Target.

      (c) No Third Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns; provided, however, that (i) the provisions in
Section 2 above concerning issuance of the Acquiror Shares are intended for the
benefit of the Target Shareholders and (ii) the provisions in Section 5(i) above
concerning indemnification are intended for the benefit of the individuals
specified therein and their respective legal representatives.


                                       30
<PAGE>   32

      (d) Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement among the Parties and supersedes any
prior understandings, agreements, or representations by or among the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof, except that the prior confidentiality agreement executed by the Acquiror
and the Target shall remain in effect until the Effective Time or termination of
this Agreement.

      (e) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the Acquiror and the Target.

      (f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

      (g) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

      (h) Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

      If to the Target or Major Shareholders:

      Dan Fine
      1425 Fourth Avenue South, Suite 800
      Seattle, Washington  98101-2915

      Copy to:

      Robert Seidel, Esq.
      Cairncross & Hempelmann, P.S.
      70th Floor Columbia Center
      701 Fifth Avenue
      Seattle, Washington  98104-7016

      If to the Acquiror or Acquiror Sub:
      ARIS Corporation
      Attn:  General Counsel
      2229 112th Avenue NE
      Bellevue, Washington 98004-2936

      Copy to:

      Chris Barry
      Dorsey & Whitney LLP


                                       31
<PAGE>   33
      1420 Fifth Avenue, Suite 400
      Seattle, Washington 98101

      Any Party or Major Shareholder may send any notice, request, demand,
claim, or other communication hereunder to the intended recipient at the address
set forth above using any other means (including personal delivery, expedited
courier, messenger service, telecopy, telex, ordinary mail, or electronic mail),
but no such notice, request, demand, claim, or other communication shall be
deemed to have been duly given unless and until it actually is received by the
intended recipient. Any Party or Major Shareholder may change the address to
which notices, requests, demands, claims, and other communications hereunder are
to be delivered by giving the other Parties and the Major Shareholders notice in
the manner herein set forth.

      (i) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Washington without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Washington or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Washington.

      (j) Amendments and Waivers. The Acquiror, Acquiror Sub and the Target may
mutually amend any provision of this Agreement at any time prior to the
Effective Time with the prior authorization of their respective boards of
directors; provided, however, that any amendment effected subsequent to
shareholder approval will be subject to the restrictions contained in the
Washington Business Corporation Act, and provided further that no amendment may
increase the obligations of any Major Shareholder with respect to any
representation or warranty without such Major Shareholder's written consent. No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by the Acquiror, Acquiror Sub, the Target and any
Major Shareholder required to be a party thereto by the previous sentence. No
waiver by any Party of any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue of any
prior or subsequent such occurrence.

      (k) Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

      (l) Expenses. Each of the Parties will bear its own costs and expenses
(including legal fees and expenses) incurred in connection with this Agreement
and the transactions contemplated hereby.

      (m) Construction. The Parties and Major Shareholders have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and Major Shareholders and no
presumption or burden of proof shall arise favoring or disfavoring any Party or
Major Shareholder by virtue of the authorship of any of the provisions of this
Agreement. Any reference to any federal, state, local, or foreign statute or law
shall be deemed also to refer to all rules


                                       32
<PAGE>   34
and regulations promulgated thereunder, unless the context otherwise requires.
The word "including" shall mean including without limitation.

      (n) Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.


                                       33
<PAGE>   35

      IN WITNESS WHEREOF, the Parties and the Major Shareholders have executed
this Agreement as of the date first above written.

ARIS CORPORATION

By:
       ------------------------------
Name:
Title:


ARIS INTERACTIVE, INC.

By:
       ------------------------------
Name:
Title:


FINE.COM INTERNATIONAL CORP.

By:
       ------------------------------
Name:
Title:


Major Shareholders:



------------------------------------
Daniel M. Fine


------------------------------------
Frank Hadam


------------------------------------
Herbert L. Fine


                                       34
<PAGE>   36
                                    EXHIBIT A

                               ARTICLES OF MERGER

                          FINE.COM INTERNATIONAL CORP.,
                            A WASHINGTON CORPORATION
                                  WITH AND INTO

                             ARIS INTERACTIVE, INC.,
                            A WASHINGTON CORPORATION

                        In accordance with RCW 23B.11.050


            The undersigned, __________________, being the
_______________________________ of fine.com International Corp., a Washington
corporation ("Target") and ____________________, being the ___________________
_______________________ of ARIS Interactive, Inc., a Washington corporation
("Acquiror Sub") DO HEREBY CERTIFY as follows:

            (1) the constituent corporations in the merger (the "Merger") are
fine.com International Corp., a Washington corporation, and ARIS Interactive,
Inc., a Washington corporation; the name of the surviving corporation is ARIS
Interactive, Inc., a Washington corporation.

            (2) an Agreement and Plan of Merger dated as of
________________________________ (the "Merger Agreement") has been approved,
adopted, and executed by each of the constituent corporations in accordance with
RCW 23B.11.010. The Merger Agreement is attached hereto as Exhibit A and
incorporated herein by reference.

            (3) The Merger Agreement was duly approved by the shareholders of
each of the constituent corporations in accordance with Section 23B.011.030 of
the Washington Business Corporation Act.

            The Merger shall become effective on the date on which these
Articles of Merger are filed with the Secretary of State of the State of
Washington.


                                      A-1
<PAGE>   37

            IN WITNESS WHEREOF, the parties hereto have caused these Articles of
Merger to be duly executed as of this _________ day of __________________, 1999.

                                    FINE.COM INTERNATIONAL CORP.,
                                    a Washington corporation


                                    By:
                                           -------------------------------------
                                    Name:
                                    Title:


                                    ARIS INTERACTIVE, INC.,
                                    a Washington corporation


                                    By:
                                           -------------------------------------
                                    Name:
                                    Title:


                                      A-2
<PAGE>   38
                                    EXHIBIT A

                          AGREEMENT AND PLAN OF MERGER


            This AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of
the _____ day of ________, 1999 by and between fine.com International Corp., a
Washington corporation ("Target"), and ARIS Interactive, Inc., a Washington
corporation ("Acquiror Sub") (collectively, the "Constituent Corporations"),
with reference to the following facts:

            A. Each of the Constituent Corporations has, subject to approval by
their respective shareholders, adopted the plan of merger embodied in this
Agreement, and the Constituent Corporations and their respective boards of
directors deem it advisable and in the best interest of each of the Constituent
Corporations that Target be merged with and into Acquiror Sub pursuant to the
applicable laws of Washington and Section 368 of the Internal Revenue Code of
1986, as amended.

            NOW, THEREFORE, the Constituent Corporations do hereby agree to
merge, on the terms and conditions herein provided, as follows:

            1.    The Merger.

                  1.1 Governing Law. Target shall be merged into Acquiror Sub in
accordance with the applicable laws of the State of Washington (the "Merger").
Acquiror Sub shall be the surviving corporation and shall be governed by the
laws of the State of Washington.

                  1.2 Effective Time. The "Effective Time" of the Merger shall
be, and such term as used herein shall mean, the time at which Acquiror Sub and
Target file Articles of Merger in substantially the form attached hereto as
Exhibit A in the office of the Secretary of State of the State of Washington
after satisfaction of the requirements of applicable laws prerequisite to such
filing.

            2.    Share Conversion.  On the Effective Date, by virtue of the
Merger and without any action on the part of the holders thereof:

                  2.1 each share of common stock, par value $.01 per share, of
Target (a "Target Share") (other than any Target Share as to which any
shareholder has exercised his or its appraisal rights under Section 23B.13.010,
et. seq. of the Washington Business Corporation Act (a "Dissenting Share") or
any Target Share that ARIS Corporation (the "Acquiror") owns beneficially (an
"Acquiror-owned Share")) shall be converted into the right to receive the
following consideration (the "Merger Consideration"):

                        (1) that number of shares of common stock, without par
value, of the Acquiror ("Acquiror Shares") equal to the lesser of (x) .3717 or
(y) $4.5531, divided by the


                                       1
<PAGE>   39
average of the per share daily closing prices of Acquiror Shares as reported by
Nasdaq for each trading day during the period of ten trading days ending [date
that is the second trading day prior to the Target Special Meeting] (the
"Average Price") (such lesser number of Acquiror Shares being hereinafter
referred to as the "Base Share Consideration"), plus

                        (2) an amount in cash equal to the lesser of (x) $1.1150
or (y) the amount (if any) by which $4.5531 exceeds the Share Consideration
multiplied by the Average Price (such lesser amount being hereinafter referred
to as the "Cash Consideration"); plus

                        (3) an additional number of Acquiror Shares (if a
positive number) equal to (x) $4.5531 minus the Base Consideration (as defined
below), divided by (y) the Average Price (such additional number of Acquiror
Shares (if any) plus the Base Share Consideration being hereinafter referred to
as the "Share Consideration"). "Base Consideration" means an amount equal to (x)
the Base Share Consideration multiplied by the Average Price, plus (y) the Cash
Consideration.

At the Effective Time and without any action on the part of the holder, Target
Shares held by such holder shall cease to be outstanding and shall constitute
only the right to receive without interest, the Merger Consideration multiplied
by the number of Target Shares held by such holder and cash in lieu of a
fractional share.

                  2.2 each Dissenting Share shall be converted into the right to
receive payment from Acquiror Sub with respect thereto in accordance with the
provisions of the Washington Business Corporation Act, and

                  2.3 each Acquiror-owned Share shall be canceled; provided,
however, that the Merger Consideration shall be subject to equitable adjustment
in the event of any stock split, stock dividend, reverse stock split, or other
change in the number of Target Shares outstanding. No Target Share shall be
deemed to be outstanding or to have any rights other than those set forth above
in this Section 2 after the Effective Time.

                  2.4 Shares of Acquiror Sub. Each issued and outstanding share
of capital stock of Acquiror Sub at and as of the Effective Time will remain
issued and outstanding and held by the Acquiror.

            3.    Effect of the Merger.

                  3.1 Rights, Privileges, Etc. At the Effective Time, Acquiror
Sub, without further act, deed or other transfer, shall retain or succeed to, as
the case may be, and possess and be vested with all the rights, privileges,
immunities, powers, franchises and authority, of a public as well as of a
private nature, of the Constituent Corporations; all property of every
description and every interest therein and all debts and other obligations of or
belonging to or due to the Constituent Corporations on whatever account shall
thereafter be taken and deemed to be held by or transferred to, as the case may
be, or vested in Acquiror Sub without further act or deed; title to any real
estate, or any interest therein, vested in the Constituent Corporations shall
not revert or in any way be impaired by reason of the Merger; and all of the
rights of creditors of


                                       2
<PAGE>   40
the Constituent Corporations shall be preserved unimpaired, and all liens upon
the property of the Constituent Corporations shall be preserved unimpaired, and
such debts, liabilities, obligations and duties of the Constituent Corporations
shall thenceforth remain with or attach to, as the case may be, Acquiror Sub and
may be enforced against it to the same extent as if all of such debts,
liabilities, obligations and duties had been incurred or contracted by it.

                  3.2 Replacement of Target Options. At the Effective Time and
without any action on the part of the holder, all outstanding options ("Target
Options") to purchase Target Shares shall terminate and cease to be exercisable,
no Target Option shall be accelerated in vesting (other than Target Options held
by employees that Acquiror notifies Target will not be continued as employees of
Acquiror Sub, and Target Options held by Timothy J. Carroll that vest
automatically pursuant to his employment agreement), and the Target's Board of
Directors shall take or cause to be taken such actions as may be required to
cause such result. The Acquiror shall cause to be granted under the Acquiror's
Stock Option Plan to each holder of Target Options, options to purchase a number
of Acquiror Shares equal to that number of Target Shares issuable upon exercise
of such holder's Target Options multiplied by the Option Conversion Ratio at an
exercise price per Acquiror Share equal to the exercise price per Target Share
of such outstanding Target Option divided by the sum of (i) the Share
Consideration plus (ii) the Cash Consideration divided by the Average Price, and
having the same vesting schedule as the Target Options replaced.

                  3.3 Replacement of Target Warrants. At the Effective Time and
without any action on the part of the holder, each outstanding warrant (a
"Target Warrant") granted by Target to purchase Target Shares shall be converted
into the right to purchase the Merger Consideration in lieu of each Target Share
issuable upon exercise of such Target Warrant upon payment of the exercise price
per Target Share of such outstanding Target Warrant.

                  3.4 Articles of Incorporation and Bylaws. The Articles of
Incorporation of Acquiror Sub as in effect at the Effective Time shall, from and
after the Effective Time, be and continue to be the Articles of Incorporation of
Acquiror Sub without change or amendment until thereafter amended in accordance
with the provisions thereof and applicable laws. The Bylaws of Acquiror Sub as
in effect at the Effective Time shall, from and after the Effective Time, be and
continue to be the Bylaws of Acquiror Sub without change or amendment until
thereafter amended in accordance with the provisions thereof, the Articles of
Incorporation of Acquiror Sub and applicable laws.

                  3.5 Directors and Officers. The directors and officers of
Acquiror Sub shall be the directors and officers of Acquiror Sub at the
Effective Time, and such directors and officers shall serve until they are
removed or replaced in accordance with the Articles of Incorporation and Bylaws
of Acquiror Sub.

                  3.6 Further Action. From time to time, as and when requested
by Acquiror Sub, or by its successors or assigns, any party hereto shall execute
and deliver or cause to be executed and delivered all such deeds and other
instruments, and shall take or cause to be taken all such further or other
actions, as Acquiror Sub, or its successors or assigns, may deem necessary or
desirable in order to vest in and confirm to Acquiror Sub, and its successors or


                                       3
<PAGE>   41
assigns, title to and possession of all the property, rights, privileges, powers
and franchises referred to herein and otherwise to carry out the intent and
purposes of this Agreement.

            4. Dissenting Shares. Notwithstanding anything in this Agreement to
the contrary, Target Shares that are Dissenting Shares immediately prior to the
Effective Time shall not be converted into Acquiror Shares pursuant to the
Merger, and the holders of such Dissenting Shares shall be entitled to receive
payment of the fair value of their Dissenting Shares in accordance with the
provisions of the Washington Business Corporation Act; unless and until such
holders shall fail to perfect, lose, or withdraw their rights thereunder. If,
after the Effective Time, any holder of Dissenting Shares shall fail to perfect,
lose or withdraw his or its right to be paid fair value, then such Dissenting
Shares no longer shall be deemed to be Dissenting Shares, and shall be treated
as if they had been converted at the Effective Time into the right to receive
the consideration being paid for Target Shares in the Merger, without any
interest, and Acquiror shall take all necessary action to effect the exchange of
Acquiror Shares for the Target Shares. Target shall give Acquiror prompt written
notice of any demands for payment of fair value for any Target Shares, and
Acquiror shall have the right to participate in all negotiations or proceedings
with respect to such demands. Without the prior written consent of the Acquiror,
the Target shall not settle, offer to settle or make any payment with respect to
any such demands.

            5.    Termination; Amendment.

                  5.1 Termination Provision. Anything contained in this
Agreement to the contrary notwithstanding, this Agreement may be terminated and
the merger abandoned:

                        (a) Upon written notice at any time prior to the
Effective Time by mutual consent of the Constituent Corporations; or

                        (b) If holders of at least two-thirds of the outstanding
Target Shares shall not vote in favor of the Merger; or

                        (c) If there exists a suit, action, or other proceeding
commenced, pending or threatened, before any court or other governmental agency
of the federal or state government, in which it is sought to restrain, prohibit
or otherwise adversely affect the consummation of the Merger contemplated
hereby.

                  5.2 Amendment Provisions. Anything contained in this Agreement
notwithstanding, this Agreement may be amended or modified in writing at any
time prior to the Effective Time; provided that, an amendment made subsequent to
the adoption of this Agreement by the shareholders of the Constituent
Corporations shall not (1) alter or change the amount or kind of shares,
securities, cash, property and/or rights to be received in exchange for or on
conversion of all or any of the shares of any class or series thereof of the
Constituent Corporations, (2) alter or change any terms of the Articles of
Incorporation of Acquiror Sub or (3) alter or change any of the terms and
conditions of this Agreement if such alteration or change would adversely affect
the holders of shares of any class or series thereof of the Constituent
Corporations; provided, however, the Constituent Corporations may by agreement
in writing


                                       4
<PAGE>   42
extend the time for performance of, or waive compliance with, the conditions or
agreements set forth herein.

                  5.3 Board Action. In exercising their rights under this
Section 5, each of the Constituent Corporations may act by its Board of
Directors, and such rights may be so exercised, notwithstanding the prior
approval of this Agreement by the shareholders of the Constituent Corporations.


                                       5
<PAGE>   43

            IN WITNESS WHEREOF, this Agreement, having first been duly approved
by resolutions of the Board of Directors of each of the Constituent
Corporations, is hereby executed on behalf of each of the Constituent
Corporations by their respective officers thereunto duly authorized.

                                    FINE.COM INTERNATIONAL CORP.

                                    By:
                                           -------------------------------------
                                    Name:
                                    Title:


                                    ARIS INTERACTIVE, INC.

                                    By:
                                           -------------------------------------
                                    Name:
                                    Title:


                                       6
<PAGE>   44
                                    EXHIBIT B

                               AFFILIATE'S LETTER

ARIS Corporation
2229 112th Avenue N.E.
Bellevue, Washington  98004

Ladies and Gentlemen:

        The undersigned shareholder, officer and/or director of fine.com
International Corp. (the "Target") has been advised that the undersigned may be
deemed by the Target to be an "affiliate" of the Target, as that term is used in
paragraphs (c) and (d) of Rule 145 under the Securities Act of 1933, as amended
(the "Securities Act") (such rule, as amended or replaced by any successor rule,
referred to herein as "Rule 145").

        Pursuant to the terms of the Agreement and Plan of Merger dated as of
May 17, 1999 (the "Merger Agreement"), among ARIS Corporation ("Acquiror"), ARIS
Interactive, Inc. ("Acquiror Sub"), the Target and certain shareholders of the
Target, the Target will be merged with and into Acquiror Sub (the "Merger"). As
a result of the Merger, outstanding shares of common stock, par value $.01 per
share, of the Target ("Target Common Stock") will be converted into the right to
receive shares of common stock, without par value, of the Acquiror ("Acquiror
Common Stock") or a combination of Acquiror Common Stock and cash, as determined
pursuant to the Merger Agreement.

        In order to induce the Acquiror and the Target to enter into the Merger
Agreement and to consummate the Merger, the undersigned (referred to herein as
"Affiliate") represents, warrants and agrees as follows:

1. Affiliate has been advised that the issuance of the Acquiror Common Stock, if
any, to Affiliate pursuant to the Merger is being registered with the Securities
and Exchange Commission (the "SEC") under the Securities Act and the rules and
regulations promulgated thereunder on a Registration Statement on Form S-4.
However, Affiliate has also been advised that, because Affiliate may be deemed
to be an "affiliate" of the Target (as that term is used in paragraphs (c) and
(d) of Rule 145), any sale, transfer or other disposition by Affiliate of any
Acquiror Common Stock issued pursuant to the Merger will, under current law,
require either (a) further registration under the Securities Act of the Acquiror
Common Stock to be sold, transferred, or otherwise disposed of, or (b)
compliance with Rule 145, or (c) the availability of another exemption from such
registration.

2. Affiliate will not offer to sell, sell, or otherwise dispose of any Acquiror
Common Stock issued pursuant to the Merger except pursuant to an effective
registration statement or in compliance with Rule 145 or another exemption from
the registration requirements of the Securities Act (the compliance with Rule
145 or the availability of such other exemption to be established by Affiliate
to the reasonable satisfaction of Acquiror's counsel).


                                      B-1
<PAGE>   45

3. Affiliate consents to the placement of a stop transfer order with the
Target's and Acquiror's stock transfer agent and registrar, and to the placement
of the following legend on certificates representing the Acquiror Common Stock
issued or to be issued to Affiliate:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED EXCEPT IN COMPLIANCE WITH AN AFFILIATE'S LETTER FROM THE
      UNDERSIGNED TO ARIS CORPORATION, AND PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT OR IN COMPLIANCE WITH RULE 145 UNDER THE SECURITIES ACT OF 1933
      OR ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT OF 1933."

4. Affiliate has carefully read this letter and has discussed with counsel for
Affiliate or counsel for the Target, to the extent Affiliate felt necessary, the
requirements of this letter and other applicable limitations on the ability of
Affiliate to sell, transfer, or otherwise dispose of Target Common Stock and
Acquiror Common Stock. Affiliate understands that if Affiliate should become an
"affiliate" of Acquiror, there will be additional restrictions on Affiliate's
ability to sell, transfer or otherwise dispose of Acquiror Common Stock.

5. The Target agrees to take all reasonable actions up to the date of the
Merger, including but not limited to the placement of a stop transfer order with
the Target's stock transfer agent and registrar, to ensure compliance by
Affiliate with the provisions of this letter.

6. Execution of this letter should not be considered an admission on the part of
Affiliate that Affiliate is an "affiliate" of the Target as described in the
first paragraph of this letter, nor as a waiver of any rights that Affiliate may
have to object to any claim that Affiliate is such an affiliate on or after the
date of this letter.

7. By Acquiror's acceptance of this letter, Acquiror hereby agrees with
Affiliate as follows:

      (A) For so long as and to the extent necessary to permit Affiliate to sell
Acquiror Common Stock pursuant to Rule 145 and, to the extent applicable, Rule
144 under the Securities Act, Acquiror shall (a) use its reasonable efforts to
(i) file, on a timely basis, all reports and data required to be filed with the
SEC by it pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and (ii) furnish to Affiliate upon request a written
statement as to whether Acquiror has complied with such reporting requirements
during the 12 months preceding any proposed sale of Acquiror Common Stock by
Affiliate under Rule 145, and (b) otherwise use its reasonable efforts in permit
such sales pursuant to Rule 145 and Rule 144. Acquiror hereby represents to
Affiliate that it has filed all reports required to be filed with the SEC under
Section 13 of the 1934 Act during the preceding 12 months.

      (B) It is understood and agreed that certificates with the legends set
forth in paragraph 3 above will be substituted by delivery of certificates
without such legends if (i) one year shall have elapsed from the date the
undersigned acquired the Acquiror Common Stock received in the


                                      B-2
<PAGE>   46
Merger and the provisions of Rule 145(d)(2) are then available to the
undersigned, (ii) two years shall have elapsed from the date the undersigned
acquired the Acquiror Common Stock received in the Merger and the provisions of
Rule 145(d)(3) are then applicable to the undersigned, or (iii) Acquiror has
received either an opinion of counsel, which opinion and counsel shall be
reasonably satisfactory to Acquiror, or a "no action" letter obtained by the
undersigned from the staff of the SEC, to the effect that the restrictions
imposed by Rule 145 under the Act no longer apply to the undersigned.

8. Notwithstanding any other provision contained herein, this Affiliate's Letter
and all obligations of and restrictions imposed on Affiliate hereunder, and all
obligations imposed on the Target hereunder, shall terminate upon the
termination of the Merger Agreement in accordance with its terms; provided that
such termination shall not relieve Affiliate of liability for any prior breach
of Affiliate's obligations hereunder.

                                        Very truly yours,

May 17, 1999
                                        ----------------------------------------


                                        ----------------------------------------
                                                      (Print Name)


                                      B-3
<PAGE>   47
                                    EXHIBIT C

                                VOTING AGREEMENT

      VOTING AGREEMENT, dated as of May 17, 1999 (this "Agreement"), between
[SHAREHOLDER] (the "Shareholder") and ARIS Corporation, a Washington corporation
("Acquiror").

      WHEREAS, fine.com International Corp., a Washington corporation
("Target"), Acquiror and ARIS Interactive, Inc., a Washington corporation and a
wholly owned subsidiary of Acquiror ("Acquiror Sub"), are contemporaneously
entering into an Agreement and Plan of Merger, dated as of this date (the
"Merger Agreement"), which provides, among other things, for the merger of
Target with and into Acquiror Sub (the "Merger");

      WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Acquiror and Acquiror Sub have requested that the Shareholder make
certain agreements with respect to certain shares of Common Stock, par value
$.01 per share ("Shares"), of Target beneficially owned by him, upon the terms
and subject to the conditions of this Agreement; and

      WHEREAS, in order to induce Acquiror and Acquiror Sub to enter into the
Merger Agreement, the Shareholder is willing to make certain agreements with
respect to the Subject Shares (as defined);

      NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements set forth in this Agreement, the parties agree as follows:

1.    Voting Agreements; Proxy.

      (a) For so long as this Agreement is in effect, in any meeting of
shareholders of Target, and in any action by consent of the shareholders of
Target, the Shareholder shall vote, or, if applicable, give consents with
respect to, all of the Subject Shares that are held by the Shareholder on the
record date applicable to the meeting or consent (i) in favor of the Merger
Agreement and the Merger contemplated by the Merger Agreement, as the Merger
Agreement may be modified or amended from time to time in a manner not adverse
to the Shareholder and (ii) against any competing Acquisition Proposal (as
defined in the Merger Agreement) or other proposal inconsistent with the Merger
Agreement or which may delay the likelihood of the completion of the Merger. The
Shareholder shall use his best efforts to cast that Shareholder's vote or give
that Shareholder's consent in accordance with the procedures communicated to
that Shareholder by Target relating thereto so that the vote or consent shall be
duly counted for purposes of determining that a quorum is present and for
purposes of recording the results of that vote or consent.

      (b) Upon the reasonable written request of Acquiror, in furtherance of the
transactions contemplated in this Agreement and by the Merger Agreement and in
order to secure the performance of the Shareholder's duties under Section 1(a)
of this Agreement, the Shareholder shall promptly execute, in accordance with
the provisions of RCW 23B.07.220, and deliver to


                                      C-1
<PAGE>   48
Acquiror an irrevocable proxy, substantially in the form attached as Exhibit A,
and irrevocably appoint Acquiror or its designees, with full power of
substitution, its attorney and proxy to vote or, if applicable, to give consent
with respect to, all Shares constituting Subject Shares at the time of the
relevant record date with regard to any of the matters referred to in paragraph
(a) above at any meeting of the shareholders of Target, or in connection with
any action by written consent by the shareholders of Target. The Shareholder
acknowledges and agrees that this proxy, if and when given, shall be coupled
with an interest, shall constitute, among other things, an inducement for
Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not
be terminated by operation of law or otherwise upon the occurrence of any event
and that no subsequent proxies with respect to such Subject Shares shall be
given (and if given shall not be effective); provided, however, that any such
proxy shall terminate automatically and without further action on behalf of the
Shareholder upon the termination of this Agreement.

2. Covenants. For so long as this Agreement is in effect, the Shareholder agrees
not to (i) sell, transfer, pledge, assign, hypothecate, encumber, tender or
otherwise dispose of, or enter into any contract with respect to the sale,
transfer, pledge, assignment, hypothecation, encumbrance, tender or other
disposition of (each such disposition or contract, a "Transfer"), any Subject
Shares or Shares the Shareholder then has the right to acquire, or will have the
right to acquire within 60 days, pursuant to options to purchase Shares granted
to the Shareholder by Target; (ii) grant any proxies with respect to any shares
that then constitute Subject Shares, deposit any of the Subject Shares into a
voting trust or enter into a voting or option agreement with respect to any of
the Subject Shares; (iii) subject to Section 7, directly or indirectly, solicit,
initiate, encourage or otherwise facilitate any inquiries or the making of any
proposal or offer with respect to an Acquisition Proposal or engage in any
negotiation concerning, or provide any confidential information or data to, or
have any discussions with any person relating to, an Acquisition Proposal; or
(iv) take any action which would make any representation or warranty of the
Shareholder in this Agreement untrue or incorrect or prevent, burden or
materially delay the consummation of the transactions contemplated by this
Agreement; provided, however, that nothing in the foregoing provisions of this
Section 3 shall prohibit the Shareholder from effecting (i) any Transfer of
Subject Shares pursuant to any bona fide charitable gift or by will or
applicable laws of descent and distribution, or for estate planning purposes or
(ii) the Transfer of up to _______ Subject Shares to Blue Note Partners, a
Washington general partnership, [Daniel M. Fine's Voting Agreement to include
the following additional language][of up to 50,000 Subject Shares to Timothy J.
Carroll and of up to 50,000 Subject Shares to Tor Taylor d/b/a IntLex,] in each
case if the transferee agrees in writing to be bound by the provisions of this
Agreement. As used in this Agreement, "person" shall have the meaning specified
in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as
amended.

3. Representations and Warranties of the Shareholder. The Shareholder represents
and warrants to Acquiror that:

      (a) Capacity; No Violations. The Shareholder has the legal capacity to
enter into this Agreement and to consummate the transactions contemplated by
this Agreement. This Agreement has been duly executed and delivered by the
Shareholder and constitutes a valid and binding agreement of the Shareholder
enforceable against the Shareholder in accordance with its terms except as such
enforceability may be limited by applicable bankruptcy, insolvency and similar
laws


                                      C-2
<PAGE>   49
affecting creditors' rights generally and general principles of equity (whether
considered in a proceeding in equity or at law). The execution, delivery and
performance by the Shareholder of this Agreement will not (i) conflict with,
require a consent, waiver or approval under, or result in a breach or default
under, any of the terms of any contract, commitment or other obligation to which
the Shareholder is a party or by which the Shareholder is bound; (ii) violate
any order, writ, injunction, decree or statute, or any law, rule or regulation
applicable to the Shareholder or the Subject Shares; or (iii) result in the
creation of, or impose any obligation on the Shareholder to create, any Lien
upon the Subject Shares that would prevent the Shareholder from voting the
Subject Shares. In this Agreement, "Lien" shall mean any lien, pledge, security
interest, claim, third party right or other encumbrance.

      (b) Subject Shares. As of the date of this Agreement, the Shareholder is
the beneficial owner of and has the power to vote or direct the voting of the
Subject Shares free and clear of any Liens that would prevent the Shareholder
from voting such Subject Shares. As of the date of this Agreement, the Subject
Shares are the only shares of any class of capital stock of Target which the
Shareholder has the right, power or authority (sole or shared) to sell or vote,
and, other than options or warrants to purchase Shares held by the Shareholder
as of this date, the Shareholder does not have any right to acquire, nor is it
the beneficial owner of, any other shares of any class of capital stock of
Target or any securities convertible into or exchangeable or exercisable for any
shares of any class of capital stock of Target. The Shareholder is not a party
to any contracts (including proxies, voting trusts or voting agreements) that
would prevent the Shareholder from voting the Subject Shares.

4. Expenses. Each party to this Agreement shall pay its own expenses incurred in
connection with this Agreement.

5. Specific Performance. The Shareholder acknowledges and agrees that if he
fails to perform any of its obligations under this Agreement, immediate and
irreparable harm or injury would be caused to Acquiror for which money damages
would not be an adequate remedy. In that event, the Shareholder agrees that
Acquiror shall have the right, in addition to any other rights it may have, to
specific performance of this Agreement. Accordingly, if Acquiror should
institute an action or proceeding seeking specific enforcement of the provisions
of this Agreement, the Shareholder hereby waives the claim or defense that
Acquiror has an adequate remedy at law and hereby agrees not to assert in that
action or proceeding the claim or defense that a remedy at law exists. The
Shareholder further agrees to waive any requirements for the securing or posting
of any bond in connection with obtaining any equitable relief.

6. Shareholder Capacity. No person bound by this Agreement who is or becomes
during the term hereof a director or officer of the Company makes any agreement
or understanding herein in his capacity as such director or officer. The
Shareholder signs solely in his capacity as the beneficial owner of [, or the
general partner of a partnership which is the beneficial owner of,] the
Shareholder's Subject Shares and nothing herein shall limit or affect any
actions taken by the Shareholder in his capacity as an officer or director of
Target to the extent specifically permitted by the Merger Agreement. Nothing in
this Agreement shall be deemed to constitute a transfer of the beneficial
ownership of the Subject Shares by the Shareholder.


                                      C-3
<PAGE>   50
7. Notices. All notices and other communications given or made pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given or
made as of the date of receipt and shall be delivered personally or mailed by
registered or certified mail (postage prepaid, return receipt requested), sent
by overnight courier or sent by telecopy, to the applicable party at the
following addresses or telecopy numbers (or at any other address or telecopy
number for a party as shall be specified by like notice):

If to Acquiror:

ARIS Corporation
2229 112th Ave. N.E.
Bellevue, Washington  98004
Attention:  Bert Sugayan, Esq.
Telecopy:  (425) 372-2798

With a copy to:

Dorsey & Whitney LLP
U.S. Bank Centre
1420 Fifth Avenue
Seattle, Washington  98101
Attention: Christopher J. Barry, Esq.
Telecopy: (206) 903-8820

If to the Shareholder:

[SHAREHOLDER ADDRESS]

With a copy to:

Robert Seidel, Esq.
Cairncross & Hempelmann, P.S.
70th Floor Columbia Center
701 Fifth Avenue
Seattle, Washington  98104-7016

8. Parties in Interest. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective successors and assigns; provided,
however, that any successor in interest or assignee shall agree to be bound by
the provisions of this Agreement. Nothing in this Agreement, express or implied,
is intended to confer upon any Person other than Acquiror, the Shareholder or
their successors or assigns, any rights or remedies under, or by reason, of this
Agreement.

9. Entire Agreement; Amendments. This Agreement contains the entire agreement
between the Shareholder and Acquiror with respect to the subject matter of this
Agreement and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to these transactions. This
Agreement may not be changed, amended or modified orally, but may be


                                      C-4
<PAGE>   51
changed only by an agreement in writing signed by the party against whom any
waiver, change, amendment, modification or discharge may be sought.

10. Assignment. No party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
party to this Agreement, except that (a) Acquiror may assign its rights and
obligations under this Agreement to any of its direct or indirect wholly owned
subsidiaries (including Acquiror Sub), but no transfer shall relieve Acquiror of
its obligations under this Agreement if the transferee does not perform its
obligations, and (b) the Shareholder may transfer Subject Shares to the extent
permitted by Section 3 of this Agreement.

11. Headings. The section headings in this Agreement are for convenience only
and shall not affect the construction of this Agreement.

12. Counterparts. This Agreement may be executed in any number of counterparts,
each of which, when executed, shall be deemed to be an original and all of which
together shall constitute one and the same document.

13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington without giving effect to any
choice or conflict of law provision or rule (whether of the State of Washington
or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Washington.

14. Termination. This Agreement shall terminate automatically and without
further action on behalf of any party at the earlier of (i) the Effective Time
(as defined in the Merger Agreement) and (ii) the date the Merger Agreement is
terminated pursuant to its terms.

15. Subject Shares. The term "Subject Shares" shall mean the Shares set forth
opposite the Shareholder's name on Schedule A hereto, together with any Shares
of capital stock of Target acquired by the Shareholder after the date hereof
over which the Shareholder has the power to vote or power to direct the voting.


                                      C-5
<PAGE>   52

IN WITNESS WHEREOF, Acquiror and the Shareholder have caused this Agreement to
be duly executed and delivered on the day and year first above written.

ARIS CORPORATION

By:
       ---------------------------------
Name:
Title:

Shareholder:

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

---------------------------------------
             (Print Name)


                                      C-6
<PAGE>   53

                                   SCHEDULE A


SHAREHOLDER                                SHARES OWNED
-----------                                -------------


                                      C-7
<PAGE>   54

                                    EXHIBIT A

IRREVOCABLE PROXY

In order to secure the performance of the duties of the undersigned pursuant to
the Voting Agreement, dated as of May __, 1999 (the "Voting Agreement") between
the undersigned and ARIS Corporation, a Washington corporation ("Acquiror"), a
copy of such agreement being attached hereto and incorporated by reference
herein, the undersigned hereby irrevocably appoints __________, ___________ and
____________, and each of them, the attorneys, agents and proxies, with full
power of substitution in each of them, for the undersigned and in the name,
place and stead of the undersigned, to vote or, if applicable, to give written
consent, in such manner as each such attorney, agent and proxy or his substitute
shall in his sole discretion deem proper to record such vote (or consent) in the
manner set forth in Section 1 of the Voting Agreement with respect to all shares
of Common Stock, par value $.01 per share (the "Shares"), of fine.com
International Corporation., a Washington corporation (the "Company"), which the
undersigned is or may be entitled to vote at any meeting of the Company held
after the date hereof, whether annual or special and whether or to an adjourned
meeting, or, if applicable, to give written consent with respect thereto. This
Proxy is coupled with an interest, shall be irrevocable and binding on any
successor in interest of the undersigned and shall not be terminated by
operation of law or otherwise upon the occurrence of any event (other than as
provided in Section 1 of the Voting Agreement), including, without limitation,
the death or incapacity of the undersigned. This Proxy shall operate to revoke
any prior proxy as to the Shares heretofore granted by the undersigned. This
Proxy shall terminate upon the termination of the Voting Agreement. This Proxy
has been executed in accordance with RCW 23B.07.220.

Dated:  May ___, 1999


------------------------
[Name]


                                      C-8
<PAGE>   55
                                    EXHIBIT D

            1. The Merger is the result of arm's-length bargaining between
Target and Acquiror. Target is entering into the Merger for business reasons and
not for the principal purpose of avoiding federal income tax. Accordingly, to
the Knowledge of the undersigned, the fair market value of the Acquiror Shares
and cash payments received pursuant to the Merger Agreement will be
approximately equal to the fair market value of the Target Shares surrendered in
exchange therefor.

            2. There is no plan or intention by the undersigned shareholders of
Target and to the Knowledge of the undersigned, there is no plan or intention by
any other shareholders of Target, to enter into any transaction or arrangement
with any person that would result, directly or indirectly, in the sale to,
exchange with or delivery to (each of the foregoing a "disposition") Acquiror or
any person related to Acquiror, within the meaning of Treasury Regulation
Section 1.368-1(e)(3) ("Acquiror Related Person"), of any interest in the
Acquiror Shares to be received in the Merger such that the Target shareholders'
ownership in the aggregate of Acquiror Shares would be reduced to a number of
Acquiror Shares having a value, as of the Effective Time, of less than 50
percent of the total value of all of the formerly outstanding Target Shares as
of such date. For purposes of this representation, (i) any transaction or
arrangement resulting in a reduction of a Target shareholder's benefits or
burdens of ownership (by short sale or otherwise) with respect to the holding of
Acquiror Shares will be treated as a disposition by such shareholder of such
stock; (ii) any transaction or arrangement resulting in the disposition by a
Target shareholder of Acquiror Shares to a person other than Acquiror or a
Acquiror Related Person (other than a disposition described in the preceding
sentence) will be disregarded and will not be treated as a reduction in such
shareholder's ownership of Acquiror Shares; and (iii) Target Shares exchanged
for cash in lieu of fractional Acquiror Shares will be treated as outstanding
immediately prior to the Effective Time. Moreover, Target Shares that are sold
to, exchanged with or otherwise delivered to Acquiror, a Acquiror Related
Person, or a person related to Target within the meaning of Treasury Regulation
Section 1.368-1(e)(3) ("Target Related Person") prior to (and in connection
with) the Merger will be taken into account in making this representation and,
accordingly, Acquiror Shares received in the Merger with respect to such Target
Shares will not be included among the shares of Acquiror Shares treated as owned
by Target shareholders following the Merger.

            3. Prior to and in connection with the Merger, (i) Target has not
redeemed (and will not redeem) any shares of Target stock and has not made (and
will not make) any distributions (except for regular, normal dividends) with
respect thereto, and (ii) the persons related to Target, within the meaning of
Temp. Treas. Reg. Section 1.368-1T(e)(2)(ii) (referring to Treas. Reg. Section
1.368-1(e)(3)), have not acquired (and will not acquire) shares of Target stock
from any holder thereof.

            4. Pursuant to the Merger, Acquiror Sub will acquire at least 90% of
the fair market value of the net assets of Target and at least 70% of the fair
market value of the gross assets of Target held immediately prior to the Merger.
For purposes of this representation, amounts paid by Target to dissenters,
amounts paid by Target to Target shareholders who receive cash or other
property, amounts used by Target to pay reorganization expenses, and all


                                      D-1
<PAGE>   56
redemptions and distributions (except for regular, normal dividends) made by
Target in connection with the Merger will be included as assets of Target
immediately prior to the Merger.

            5. Since December 31, 1996, Target has not disposed of any assets
other than in the ordinary course of business and has not redeemed any stock,
warrants, options or similar instruments, and Target will not undertake any such
disposition or redemption prior to the Merger.

            6. To the Knowledge of the undersigned, Acquiror and its affiliated
entities have not owned any shares of Target stock or possessed any right to
acquire Target stock (regardless of when exercisable) at any time during the
five year period preceding the Merger. For purposes of this representation,
"affiliated entities" are entities in which the Acquiror directly or indirectly
holds 50% or more of the vote or value.

            7. Target has no plan or intention to issue additional shares of its
stock that would result in Acquiror losing control of Target within the meaning
of Section 368(c) of the Code.

            8. The liabilities of Target assumed by Acquiror Sub and the
liabilities to which the transferred assets of Target are subject were incurred
by Target in the ordinary course of its business.

            9. Target and Target Shareholders will pay their respective
expenses, if any, incurred in connection with the Merger.

            10. There is no intercorporate indebtedness existing between
Acquiror and Target or between Acquiror Sub and Target that was issued,
acquired, or will be settled at a discount.

            11. Target is not an investment company as defined in Section
368(a)(2)(F)(iii) and (iv) of the Code. For purposes of this representation, an
"investment company" within the meaning of Section 368(a)(2)(F)(iii) and (iv) of
the Code means a regulated investment company, a real estate investment trust,
or a corporation (i) 50 percent or more of the value of whose total assets are
stock and securities (whether or not held for investment) (the "50 Percent Asset
Test") and (ii) 80 percent or more of the value of whose total assets are held
for investment (the "80 Percent Asset Test"). In general, in applying the 50
Percent Asset Test and the 80 Percent Asset Test, (i) the stock and securities
of any subsidiary corporation whose outstanding stock is at least 50 percent
owned (by vote or value), directly or indirectly, by the corporation; any
interest in at least 50 percent of the profits or capital of a partnership
owned, directly or indirectly, by the corporation; and any active general
partnership interests owned by the corporation are disregarded and the
corporation is instead considered to own its ratable share of each of the
subsidiary corporation's or partnership's assets and (ii) any limited
partnership interests or passive general partnership interests not described in
clause (i) are considered securities. For purposes of the preceding sentence,
indirect ownership is determined (i) in the case of the stock of a lower-tier
subsidiary corporation, by multiplying the percentages of stock owned in each
corporation in the chain of ownership and (ii) in the case of an interest in the
profits or capital of a lower-tier partnership, by multiplying the percentage
interests in the profits or capital (as the case may be) of each partnership in
the chain of ownership; provided, however, that such lower-tier partnership


                                      D-2
<PAGE>   57
interest and all upper-tier partnership interests in the chain of ownership must
constitute limited partnership interests or passive general partnership
interests. In general, for purposes of the 80 Percent Asset Test, assets are
considered held for investment if (i) they are held primarily for (a) gain from
appreciation in value, (b) production of passive income (including royalties,
rents, dividends, interest, and annuities), or (c) both of these and (ii) they
are not held primarily for sale to customers in the ordinary course of a trade
or business. Further, (i) in applying the 50 Percent Asset Test, "securities"
include obligations of State and local governments, commodity futures contracts,
shares of regulated investment companies and real estate investment trusts, and
other investments constituting "securities" within the meaning of the Investment
Company Act of 1940 (15 U.S.C. 80a-2(36)) (other than treasury stock), and (ii)
in applying the 50 Percent Asset Test and the 80 Percent Asset Test, assets
acquired with a purpose of terminating the corporation's status as an investment
company or qualifying a corporation as a diversified investment company and all
cash, cash items (including receivables and other cash equivalents other than
securities), and U.S. Government securities are excluded from the numerator and
the denominator.

            12. On the date of the Merger, to the Knowledge of the undersigned,
the fair market value of the assets of Target transferred to Acquiror Sub will
exceed the sum of the liabilities assumed by Acquiror Sub, plus the amount of
liabilities, if any, to which such assets are subject.

            13. On the date of Merger, to the Knowledge of the undersigned, the
fair market value of the assets of Target will exceed the sum of its
liabilities, plus the amount of liabilities, if any, to which the assets are
subject.

            14. Target is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

            15. None of the compensation received by any shareholder-employees
of Target will be separate consideration for, or allocable to, any of their
Target Shares; none of the Acquiror Shares received by any Target
shareholder-employees pursuant to the Merger will be separate consideration for,
or allocable to, any employment agreement; and the compensation paid to any
Target shareholder-employees will be for services actually rendered and to the
Knowledge of the undersigned, will be commensurate with amounts paid to third
parties bargaining at arm's length for similar services under similar
circumstances.

            16. The payment of cash in lieu of fractional shares of Acquiror
Shares is solely for the purpose of avoiding the expense and inconvenience to
Acquiror of issuing fractional shares and does not represent separately
bargained for consideration. To the Knowledge of the undersigned, the total cash
consideration that will be paid in the Merger to the shareholders of Target in
lieu of fractional shares of Acquiror will not exceed one percent of the total
consideration to be issued in the Merger to the shareholders of Target in
exchange for their Target Shares. The fractional share interests of each Target
shareholder will be aggregated, and no Target shareholder will receive cash in
an amount greater than the value of one full share of Target Shares.

                                      D-3
<PAGE>   58
            17. Target will satisfy the information reporting requirements of
Treasury Regulation Section 1.368-3 with respect to the Merger.

            18. Except for an initial public offering by Target of Target Shares
in August 1997 and for transactions involving an aggregate ownership interest of
20% or less of Target, there have been no significant changes in the
shareholders of Target since December 31, 1996.

            19. Target is not a "collapsible" corporation as defined in Section
341 of the Code.

            20. At the Effective Time of the Merger, Target will not have
outstanding any warrants, options, convertible securities or any other type of
right pursuant to which any person could acquire stock in Target that, if
exercised or converted, would affect Acquiror's acquisition or retention of
control of Target as defined in Section 368(c) of the Code.


                                      D-4