EXHIBIT 10.11

                            ASSET PURCHASE AGREEMENT





                                  by and among

                         Texas Instruments Incorporated

                              Dialogic Corporation

                       Spectron Microsystems, Incorporated





                                   dated as of

                                January 22, 1998

<PAGE>

                            ASSET PURCHASE AGREEMENT

     This  ASSET PURCHASE  AGREEMENT (this "Agreement") is made and entered into
as  of  the  22nd  day  of  January,   1998,  by  and  among  Texas  Instruments
Incorporated,   a  Delaware   corporation   ("TI"  or   "Purchaser"),   Dialogic
Corporation,  a New Jersey corporation  ("Parent"),  and Spectron  Microsystems,
Incorporated, a California corporation ("Seller").

                                    RECITALS:

     WHEREAS,  Seller  presently  conducts  the  business  (the  "Business")  of
designing, developing,  manufacturing and selling software products and services
which  comprise  operating  systems for digital  signal  processors  and related
software tools and services (the "Products"); and

     WHEREAS,   Seller  desires  to  sell  and  Purchaser  desires  to  purchase
substantially all the assets,  rights and properties of Seller used or useful in
the operation of the Business  and, in  connection  with such purchase and sale,
Purchaser is willing to assume certain  obligations and liabilities  relating to
the Business,  all on the terms and subject to the  conditions set forth in this
Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants,  representations,
warranties and agreements herein contained, the parties hereto agree as follows:


                              I. PURCHASE OF ASSETS

     1.1 Purchase and Sale of Assets. On the terms and subject to the conditions
hereof and  subject to  Sections  1.2 and 1.3,  at the  Closing  (as  defined in
Section  8.1),  Seller will sell,  transfer,  convey,  assign and  deliver,  and
Purchaser will purchase and accept,  all right,  title and interest of Seller in
and to all rights,  properties and assets of Seller used in connection  with the
Business  and  existing at the  Closing,  wherever  located  (collectively,  the
"Assets"),  free  and  clear of all  liens,  security  interests,  encumbrances,
mortgages,  pledges and similar restrictions  ("Liens"),  except Permitted Liens
(as defined in Section 4.18(a)). The Assets include, without limitation,  all of
Seller's right,  title and interest in and to the following  rights,  properties
and assets of the Seller:

          (a) Cash. Cash and cash equivalents;

          (b) Contract  Rights.  Subject to Sections  1.2(c) and 1.3, all rights
and incidents of interest in and to all contracts,  licenses, leases, agreements
and other  instruments  and  obligations  (whether  oral or written,  pending or
executory)  ("Contracts")  to which  Seller is a party or by which Seller or its
properties  or  assets  are or may  be  bound  relating  to the  Business;  such
Contracts  include,  without  limitation,  the  Contracts  set forth on Schedule
1.1(b) hereto;

          (c)   Inventories   and  Stores  and  Supplies.   All  raw  materials,
components, work-in-process,  finished products, packaging materials, stores and
supplies, spare parts and samples, wherever located;

          (d) Tangible Personal  Property.  All machinery and equipment,  tools,
spare and maintenance parts, furniture, vehicles and all other tangible personal
property owned by Seller,  wherever located,  used in the Business;  such assets
include, without limitation, the assets set forth in Schedule 1.1(d) hereto;

          (e)  Manufacturers' and Vendors'  Warranties.  Subject to Section 1.3,
all of Seller's rights under  manufacturers' and vendors' warranties relating to
items  included in the Assets and all of Seller's  similar  rights against third
parties relating to items included in the Assets;

          (f)  Intellectual  Property.  Subject to the provisions of the license
agreement described in Section 8.2(f), all of Seller's right, title and interest
in and to all  Intellectual  Property (as  hereinafter  defined).  "Intellectual
Property" shall mean and include (i) all domestic and foreign patents (including
certificates of invention and other patent equivalents), patent applications and
patents   issuing   therefrom  as  well  as  any   division,   continuation   or
continuation-in-part thereof, and any reissue, reexamination, extension, revival
or renewal of any patent; (ii) all domestic and foreign marks, trademarks, trade
names,  service  marks,  assumed  names,  trade dress,  and logos,  in each case
whether  registered or at common law, and  registrations for and applications to
register any of the same;  (iii) all  copyrights  and  registration  of claim to
copyright  and  applications  for  registration  of  claim  to  copyright;  (iv)
inventions or discoveries for novel devices, processes,  compositions of matter,
methods,   techniques,   observations,    discoveries,   apparatuses,   designs,
expressions, theories and ideas, whether or not patentable; (v) the Software (as
hereinafter  defined)  ("Software" shall mean the expression of an organized set
of  instructions  in a natural or coded language that is contained on a physical
media of any nature (e.g., written, electronic,  magnetic, optical or otherwise)
and  that  may be used  with a  computer  or  other  automated  data  processing
equipment  device of any nature  which is based on digital  technology,  to make
such computer or other device  operate in a particular  manner and for a certain
purpose,  as well as any related  documentation for such set of instructions and
its  subsystems and shall include  computer  programs in source and object code,
test or other  significant  data  libraries,  user  documentation  for  computer
programs,  and any of the following that is contained on a physical media of any
nature and that is used in the design, development,  modification,  enhancement,
testing,  installation,  maintenance,  diagnosis or assurance of the same:  flow
diagrams,  masks,  input and output formats,  file layouts,  development  tools,
database  formats,   interfaces,  test  programs,   installation  and  operating
instructions,   diagnostic  and  maintenance  instructions,  and  other  similar
materials and  information);  (vi) any and all works of authorship  fixed in any
tangible  medium of  expression,  regardless of whether  copyrighted  ("Works of
Authorship");  (vii) any formula,  design,  device or compilation of information
that is used or held for use in the  exploitation of the  Intellectual  Property
which gives the holder  thereof an advantage or  opportunity  for advantage over
competitors  which do not have or use the same, and which is not generally known
by,  and has not been  disclosed  to, the public  ("Trade  Secrets");  provided,
however,  that the term "Trade  Secrets" shall not include any formula,  design,
device or  compilation  that was  created by, or for the  exclusive  benefit of,
Parent,  regardless  of whether or not employees of Seller are aware of any such
formula,  design,  device or compilation;  and  (viii) scientific,  engineering,
programming, mechanical, electrical, financial, marketing or practical knowledge
or  experience   useful  in  the  exploitation  of  the  Intellectual   Property
("Know-How").

          (g) Real  Property.  All rights and incidents of interest of Seller in
and to all real property  leases (the "Real  Property  Leases")  relating to the
operations of the  Business,  a true and complete list of which leases as of the
date hereof is set forth in Schedule 1.1(g) hereto (the real property subject to
such Real Property Leases being hereinafter referred to as the "Real Property"),
and all of Seller's rights in all of the structures,  fixtures and  improvements
located on the Real Property;

          (h) Government  Licenses,  Permits and  Approvals.  Subject to Section
1.3, all rights and incidents of interest of Seller in and to all permits issued
to Seller by any Governmental  Authority (as hereinafter  defined) to the extent
that such permits  ("Permits") are  assignable;  such Permits  include,  without
limitation, the Permits set forth on Schedule 1.1(h) hereto;

          (i) Books and Records. Except for the assets described in Section 1.2,
all the books and records of Seller,  including without limitation all books and
records  relating to  employees  (but,  with respect to  employees,  only to the
extent and in the manner permitted by law), the purchase of materials,  supplies
and services, financial, accounting and operations matters, product engineering,
research and development,  manufacture and sale of products and all customer and
vendor  lists  relating  to the  operation  of the  Business  and all  files and
documents  (including credit  information)  relating to customers and vendors of
the Business;

          (j)  Seller's  Name.  All  Seller's   rights  to  the  name  "Spectron
Microsystems Incorporated" and any derivative or variant thereof; and

          (k) Prepaid Items. All prepaid items..

     1.2 Excluded Assets Notwithstanding anything contained in this Agreement to
the contrary, the following rights,  properties and assets of Seller will not be
included in the Assets:

          (a)  Corporate  Documents.  Seller's  corporate  seal,  minute  books,
charter documents, corporate stock record books and such other books and records
as pertain to the organization, existence or share capitalization of Seller, any
other records or materials  relating to (i) any asset  excluded  pursuant to any
other sub-paragraph of this Section 1.2, (ii) any Retained  Liabilities or (iii)
Seller  generally  (provided  that such records and  materials do not involve or
relate  to the  Assets or the  operation  or  operations  of the  Business)  and
duplicate  copies of (A) such other records as Seller or Parent shall reasonably
require  in order  to  satisfy  their  tax,  accounting,  securities  and  other
applicable  regulatory  requirements  and (B) books and  records  pertaining  to
Intellectual  Property  covered by the license  agreement  described  in Section
8.2(f).

          (b) Benefit Plans. Any and all employee benefit plans (and assets held
thereunder) maintained or otherwise sponsored, in whole or in part, by Seller or
Parent for the benefit of Seller's employees.

          (c) Other  Scheduled  Assets.  Any right,  property  or asset which is
described  in Schedule  1.2(d)  hereto and any  Contract  which is  dependent on
another Contract which latter Contract (a) cannot be assigned  hereunder and (b)
the financial and business  benefits of which cannot be transferred to Purchaser
pursuant to Section 1.3(c).


     1.3 Nonassignable Contracts and Permits.

          (a)  Nonassignability.  Without  limiting or otherwise  affecting  the
rights of Purchaser pursuant to Article X to obtain indemnification in the event
that Seller  fails to perform its  obligations  under this  Section  1.3, to the
extent that any Contract or Permit to be assigned pursuant hereto is not capable
of being assigned  without the consent,  approval or waiver of a third person or
entity (including without limitation any agency, court or instrumentality of any
foreign,  federal,  state or local governmental authority (each, a "Governmental
Authority")), nothing in this Agreement will constitute an assignment or require
the  assignment  thereof  except to the extent  provided  in this  Section  1.3,
nothing in this  Agreement  will afford  Purchaser  the right to terminate  this
Agreement or the right to refuse to perform its obligations at Closing by virtue
of the inability to obtain any such consent,  approval or waiver  (provided that
Seller  performs  its  obligations  under this  Section 1.3) and nothing in this
Agreement  will  subject  Seller  or Parent  to any  liability  by virtue of the
failure to obtain any such  consent,  approval or waiver  (provided  that Seller
performs its obligations under this Section 1.3).

          (b)  Seller  to Use  Reasonable  Commercial  Efforts.  Notwithstanding
anything  contained  in this  Agreement  to the  contrary,  Seller  will  not be
obligated to assign to Purchaser any of its rights and obligations in and to any
of the  Contracts  or  Permits  without  first  having  obtained  all  consents,
approvals and waivers  necessary for such assignment;  provided,  however,  that
Seller  shall use  reasonable  commercial  efforts to obtain all such  consents,
approvals  and waivers  prior to and, if the Closing  occurs,  after the Closing
Date (as defined in Section 8.1). Such reasonable  commercial  efforts shall not
include the payment of any  consideration by Seller to obtain any such consents,
approvals or waivers.

          (c) If Waivers or Consents Cannot Be Obtained.  To the extent that the
consents,  approvals and waivers  referred to in Section 1.3(a) are not obtained
by Seller,  Seller shall use its reasonable  commercial  efforts (subject to the
limitation  set forth in the last sentence of Section  1.3(b)) to (i) provide to
Purchaser the financial and business benefits of any Contract or Permit referred
to in Section 1.3(a) and (ii) enforce,  at the request and expense of Purchaser,
for the  account  of  Purchaser,  any  rights  of Seller  arising  from any such
Contract or Permit (including without limitation the right to elect to terminate
such  Contract or Permit in  accordance  with the terms thereof upon the advice,
and at the expense, of Purchaser),  provided,  however, that Seller shall not be
required to take any action which would constitute a breach of any such Contract
or Permit  other  than an action to  terminate  any such  Contract  or Permit in
accordance with the terms of this Section 1.3(c).  With respect to Contracts and
Permits for which such  waivers or consents  cannot be obtained  but as to which
Seller is able to pass on the  financial  and business to  Purchaser,  Purchaser
shall assume  Seller's  obligations  thereunder.  With respect to Contracts  and
Permits for which such  waivers or consents  cannot be obtained  and as to which
Seller is unable to pass on the  financial  and  business to  Purchaser,  Seller
shall retain its obligations thereunder.


                          II. ASSUMPTION OF LIABILITIES

     2.1 Assumed  Liabilities.  As  of  the  Closing,  Purchaser will assume and
thereafter  in due course pay and fully satisfy the  following  liabilities  and
obligations of Seller (the "Assumed  Liabilities")  and no other  liabilities or
obligations:

          (a) all  liabilities  of Seller in respect of paid time off accrued by
the Seller's  employees who accept offers of employment  from Purchaser prior to
Closing in respect of  vacation,  sick time,  personal  leave and family  leave,
provided  that  Purchaser  shall  not  be  liable  for  more  than  $140,000  of
liabilities pursuant to this Section 2.1(a);

          (b) the  obligations of Seller arising after the Closing in respect of
the Real Property Leases and the Contracts  described in Section 1.1, other than
Contracts  and Leases  executed  by the  Seller  subsequent  to the date  hereof
outside the ordinary  course of business  (consistent  with the past practice of
Seller) or otherwise not in accordance with Section 6.6;

          (c) the obligations of Seller under any written or oral purchase order
or sale order outstanding on the Closing Date, provided that such purchase order
or sale order was given in the ordinary course of business  consistent with past
practice and in accordance with Section 6.6;

          (d) intentionally omitted

          (e) all accounts  payable of Seller  outstanding  on the Closing Date,
provided  that such accounts  payable (1) have arisen in the ordinary  course of
business,  (2) do not constitute  bank debt or other  indebtedness  for borrowed
money  or  indebtedness  to  Parent  and (3) do not  exceed,  in the  aggregate,
$250,000; and

          (f) the obligations described in Schedule 2.1(f) hereto.

 
     2.2  Retained  Liabilities.  Notwithstanding  anything  contained  in  this
Agreement to the contrary,  Purchaser does not assume or agree to pay,  satisfy,
discharge  or  perform,  and will not be deemed by virtue of the  execution  and
delivery of this Agreement or any document  delivered at the Closing pursuant to
this  Agreement,  or  as a  result  of  the  consummation  of  the  transactions
contemplated  by this  Agreement,  to have  assumed,  or to have  agreed to pay,
satisfy,  discharge or perform,  any liability,  obligation or  indebtedness  of
Seller, whether primary or secondary, direct or indirect, other than the Assumed
Liabilities (such liabilities and obligations  retained by Seller being referred
to herein as the "Retained  Liabilities").  It is specifically  agreed that such
Retained  Liabilities  shall include,  without  limitation,  (a) liabilities and
obligations arising from or relating to Employee Plans (as hereinafter defined),
including,  but not limited to, workers  compensation  and  disability  benefits
arising  from or  related  to an injury,  illness  or other  physical  or mental
condition  incurred  prior to the Closing  (regardless of when reported) and (b)
all liabilities and obligations of Seller relating to Taxes,  whether applicable
to the Business or  otherwise,  attributable  to periods (or  portions  thereof)
ending on or prior to the  Closing  Date or to the  pre-Closing  portion  of any
period that  includes  but does not end on the Closing Date  (allocable  to such
pre-Closing  portion of a period by closing  the books of Seller at the close of
business on the Closing Date or, where not susceptible to such  allocation,  pro
rata on the basis of the number of days elapsed in the period).


                               III. PURCHASE PRICE

     3.1 Purchase Price. In  consideration of the conveyance to Purchaser of the
Assets and the other rights granted to Purchaser  pursuant hereto and subject to
the conditions and in accordance with the terms hereof,  Purchaser shall (a) pay
to Seller the Purchase  Price (as defined in Section  3.2(a)) and (b) assume the
Assumed Liabilities.

     3.2 Payment of Purchase Price.

          (a) Subject to adjustment as provided in Section 3.2(b),  the purchase
price payable by Purchaser hereunder (the "Purchase Price") will consist of U.S.
$26,000,000 payable in cash at Closing (the "Closing Date Payment"). The Closing
Date Payment will be paid by wire  transfer of  immediately  available  funds to
such account as shall have been designated by Seller to Purchaser at or prior to
the Closing.

          (b) The Purchase  Price shall be subject to  adjustment  in accordance
with Schedule 3.2(b) hereto.

     3.3 Seller and  Purchaser  agree to consult with each other with respect to
the allocation of the Purchase  Price and Assumed  Liabilities to the Assets and
the other  rights  granted to  Purchaser  pursuant  hereto,  provided  that such
undertaking shall in no way obligate either party to agree on such allocation.

             IV. REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER

     Each of Parent and  Seller,  jointly  and  severally,  makes the  following
representations  and warranties to Purchaser,  each of which is true and correct
as of the date hereof,  and shall be unaffected by any investigation  heretofore
or hereafter  made by or on behalf of Purchaser.  Parent and Seller  acknowledge
that Purchaser is relying on such  representations  and warranties in connection
with the entering into of this Agreement and the purchase of the Assets.

     4.1 Organization and Good Standing. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of California.
Seller  has the  requisite  corporate  power  and  authority  to own,  lease  or
otherwise hold the assets owned,  leased or otherwise held by it and to carry on
its business as presently  conducted by it.  Seller is in good standing and duly
qualified to conduct business as a foreign  corporation in every jurisdiction in
which its  ownership or lease of property or conduct of the Business  makes such
qualification  necessary  and where  the  failure  to so  qualify  would  have a
"Material  Adverse  Effect"  on Seller  (as  hereinafter  defined).  Each of the
foregoing jurisdictions are listed on Schedule 4.1 hereto.

     4.2  Authorization  and Effect of Agreement.  Each of Seller and Parent has
the  requisite  corporate  power to execute and deliver this  Agreement  and the
agreements  to be  entered  into by  such  party  at the  Closing  (the  "Seller
Ancillary  Documents") and to perform the transactions  contemplated  hereby and
thereby to be performed by it. The  execution and delivery by each of Seller and
Parent of this Agreement and the Seller Ancillary  Documents and the performance
by each of  them of the  transactions  contemplated  hereby  and  thereby  to be
performed by it have been,  or, in the case of the Seller  Ancillary  Documents,
will  at the  Closing  be,  duly  authorized  by  all  necessary  corporate  and
shareholder  action on the part of Seller and Parent.  This  Agreement has been,
and each Seller  Ancillary  Document  will at the Closing be, duly  executed and
delivered  by duly  authorized  officers of each of Seller  and, as  applicable,
Parent and,  assuming the due execution and delivery of this  Agreement  and, as
applicable,   any  Seller  Ancillary  Document,  by  Purchaser,  this  Agreement
constitutes,  and each Seller Ancillary Document will at the Closing constitute,
a valid and binding obligation of Seller and, as applicable, Parent, enforceable
against Seller and, as applicable,  Parent in accordance with its terms,  except
as may be limited by  bankruptcy,  insolvency,  reorganization,  moratorium,  or
other similar laws affecting the enforcement of creditors' rights in general and
subject  to  general   principles   of  equity   (regardless   of  whether  such
enforceability is considered in a proceeding in equity or at law).

     4.3 No  Interests  in Other  Entities.  The Seller does not own or hold any
shares  of any  corporation  or any other  ownership  or  investment  interests,
whether owned or held of record,  beneficially  or equitably,  in any Person (as
hereinafter defined).

     4.4 No Conflicts.  The  execution  and delivery of this  Agreement and each
Seller  Ancillary  Document by Seller or, as applicable,  Parent does not or, in
the case of the Seller  Ancillary  Documents,  will not, and the  performance by
Seller or Parent  of the  transactions  contemplated  hereby  or  thereby  to be
performed by either of them will not (a) conflict  with or violate any provision
of the articles or certificate of  incorporation or by-laws of Seller or Parent,
(b) conflict  with, or result in any violation of, or constitute a default (with
or without  notice or lapse of time, or both) under,  or give rise to a right of
termination,  cancellation,  or  acceleration  of any obligation or to loss of a
benefit under, any provision of any material  document to which Parent or Seller
or any of their  respective  assets or properties is bound  (including,  without
limitation,  any  Contract  listed or  required  to be  listed  on any  schedule
hereto), (c) constitute a violation of any law applicable to Seller or Parent or
any the  Assets  or  (d) result  in the  creation  of any Lien  (other  than any
Permitted  Liens)  upon any of the  Assets.  No  consent,  approval,  order,  or
authorization of, or registration, declaration, or filing with, any Governmental
Authority  or  any  individual,  corporation,   partnership,  limited  liability
company,  joint venture or other form of business or legal entity (collectively,
a "Person"),  whether   pursuant  to Contract  or  otherwise,  is required to be
obtained or made by or with respect to Seller or Parent in  connection  with the
execution and delivery of this Agreement or any Seller Ancillary Document or the
performance  by  Seller  or  Parent  of any of their  obligations  hereunder  or
thereunder,  except for (i) such of the  foregoing as are listed or described on
Schedule  4.4,  which  Schedule  4.4 shall be provided to Purchaser on or before
January 30, 1998 and  (ii) any  filings,  if  required,  with the Federal  Trade
Commission and Department of Justice pursuant to the Hart-Scott-Rodino Antitrust
Improvements  Act of 1976,  as amended  (the "HSR Act") (such  filings in clause
(ii) being hereinafter referred to as the "Governmental Approvals").

     4.5 No Third-Party OptionsIV.5No Third-Party Options. There are no existing
agreements,  options, commitments or rights with, of or to any person to acquire
any of the Assets or any interest therein, except for Contracts, purchase orders
and sales orders entered into in the ordinary course of business consistent with
past practice.

     4.6  Financial  Statements.  Seller has  delivered  to  Purchaser  true and
complete  copies of its  unaudited  balance  sheet as of November  30, 1997 (the
"November  Balance  Sheet"),  and the related  statements of income,  changes in
stockholder's   equity  and  cash  flow  for  the  eleven   months   then  ended
(collectively, the "Financial Statements"), all of which, except as set forth on
Schedule  4.6 hereto,  have been  prepared  in  accordance  with U.S.  generally
accepted  accounting  principles  ("GAAP")  consistently  applied throughout the
periods  involved.  The November  Balance  Sheet fairly  presents the  financial
position,  assets and  liabilities  (whether  accrued,  absolute,  contingent or
otherwise) of Seller at November 30, 1997, and the statements of income, changes
in  stockholder's  equity,  and cash flow included in the  Financial  Statements
fairly present the results of operations,  changes in  stockholder's  equity and
cash  flow  for the  eleven  months  ended  November  30,  1997.  The  Financial
Statements  contain  all  adjustments,  which are  solely of a normal  recurring
nature,  necessary  to present  fairly the  financial  position  and  results of
operations  of Seller at and for the eleven  months  ended  November  30,  1997.
References in this Agreement to the "Interim Balance Sheet Date" shall be deemed
to refer to November 30, 1997.

     4.7  Absence  of  Undisclosed  Liabilities.  Seller has no  liabilities  or
obligations  related to the  Business  other  than  liabilities  or  obligations
incurred  in or as a result  of the  normal  and  ordinary  course  of  business
consistent  with  past  practice.  For  purposes  of this  Agreement,  the  term
"liabilities"  or  "obligations"   shall  include,   without   limitation,   any
indebtedness,  guaranty,  endorsement,  claim, loss, damage,  deficiency,  cost,
expense, obligation or responsibility.

     4.8 Contracts and CommitmentsIV.8 Contracts and Commitments.

          (a) Except as listed or described on Schedule 4.8(a) hereto, Seller is
not a party to any written or oral:

              (1)  agreement, contract or commitment for the future purchase of,
or payment for,  supplies or products,  or for the  performance of services by a
third party which supplies,  products or services are used in the conduct of the
Business involving in any one case $10,000 or more;

              (2)  in  connection  with the  Business  involving in any one case
$10,000 or more;rvices Contractscts ("Goods Contracts

              (3)  agreement,  contract  or commitment  relating to the Business
(other than the agreements described in any other clause of this Section 4.8(a))
continuing  over a period  of more  than six  months  from the date  hereof  and
exceeding $10,000 in value;

              (4)   distribution,   dealer,   representative  or   sales  agency
agreement, contract or commitment relating to the Business;

              (5)  lease  or  sublease  involving  rental  payments  of at least
$1,000 per month, under which Seller is either lessor or lessee, or sublessor or
sublessee, relating to the Assets or any Real Property;

              (6) note,  debenture,  bond, equipment trust agreement,  letter of
credit  agreement,  loan  agreement  or other  contract  or  commitment  for the
borrowing  or  lending  of  money  relating  to the  Business  or  agreement  or
arrangement  for a line of credit or  guarantee,  pledge or  undertaking  of the
indebtedness of any other Person relating to the Business;

              (7)  agreement, contract or commitment in excess of $2,500 for any
charitable or political contribution relating to the Business;

              (8)  commitment  or  agreement  for  any  capital  expenditure  or
leasehold improvement in excess of $10,000 relating to the Business;

              (9)  agreement,  contract  or commitment  limiting or  restraining
Seller,  the Business or any  successor  thereto from engaging in any business ,
nor, to Seller's Knowledge (as hereinafter  defined),  is any employee of Seller
(other than Excluded Employees (as hereinafter  defined)) engaged in the conduct
of the Business subject to any such agreement, contract or commitment other than
agreements identified as such in such Schedule 4.8(a);

              (10)  distributorship  agreement  (regardless of the dollar amount
involved) or license,  franchise or other Contract  involving  payments to or by
Seller which are reasonably expected to be more than $100,000 per year which, in
the case of any such  distributorship  agreement,  license,  franchise  or other
Contract,  relates in whole or in part to any Software of Seller  (including any
Contract (regardless of the dollar amount involved) by which Seller has licensed
or otherwise provided access to its source code,  including by way of any escrow
or  similar  arrangement),  patent,  trademark,  trade  name,  service  mark  or
copyright or to any ideas,  technical assistance or other Know-How of or used by
Seller in the conduct of the Business;

               (11) joint  development  or joint venture  agreement or agreement
obligating  the Seller to perform  research  for a  third-party  in exchange for
compensation; or

               (12)  any  other  material  agreement,   contract  or  commitment
relating to the Business not made in the ordinary course of business.

          (b) Each of the agreements,  contracts, commitments, leases, plans and
other  instruments,  documents and  undertakings  listed on Schedule 4.8(a) is a
valid and binding  obligation  of the Seller and,  to Seller's  Knowledge,  is a
valid and  binding  obligation  of each other party  thereto.  Seller is, and to
Seller's Knowledge all other parties thereto are, in substantial compliance with
the provisions of the  agreements,  contracts,  commitments,  leases,  plans and
other instruments,  documents and undertakings listed on Schedule 4.8(a); and to
Seller's  Knowledge,  no event has occurred which, with or without the giving of
notice or lapse of time, or both, would constitute a default thereunder.

          (c) Except as disclosed on Schedule  4.8(c),  each Service Contract is
substantially in the form referred to in Schedule 4.8(c).

          (d) Schedule 4.8(d) accurately discloses with respect to each Services
Contract disclosed in Schedule 4.8(a), the customer name; and the total billings
as of December 31, 1997 under such contract.

     4.9  Intellectual Property.

          (a) Schedule  4.9(a) hereto sets forth a true and complete list of all
items of  Intellectual  Property which both (i) are owned by Seller and (ii) are
used or held for use in the Business (collectively,  the "Owned IP"), except for
the Know-How and Trade  Secrets of Seller.  Schedule  4.9(a)  includes,  without
limitation, a complete list of all United States and foreign patents, registered
trademarks,  registered copyrights,  registered trade names,  registered service
marks and any other registered  Intellectual  Property rights of Seller, and any
applications  therefor,  owned by Seller  ("Registered Owned IP") and specifies,
where  applicable,  the  jurisdictions in which each item of Registered Owned IP
has been issued or registered or in which an  application  for such issuance and
registration   has  been  filed,   including  the  respective   registration  or
application numbers and the names of all registered owners.

          (b) Schedule  4.9(a) hereto sets forth a true and complete list of all
items of Intellectual  Property which both (i) Seller does not own, but in which
Seller has valid license or other  rights,  and (ii) are used or held for use in
the Business (collectively,  the "Not-Owned IP"), other than generally available
Software used on personal  computers  having an individual  acquisition  cost of
$1,000 or less.  The right of Seller to use the  Not-Owned IP in the Business is
evidenced  solely by the  written  license  agreements  identified  pursuant  to
Section 4.8 and license agreements for such generally available Software.

          (c)  The  Owned  IP,  Not-Owned  IP,  Know-How,   Owned  Software  (as
hereinafter  defined),  Not-Owned  Software (as  hereinafter  defined) and Trade
Secrets include all of the Intellectual  Property rights reasonably necessary to
conduct  the  Business  as  it  is  now  conducted,  and  includes  all  of  the
Intellectual  Property rights used in the development,  marketing,  licensing or
support of the Software.

          (d) To the Knowledge of Seller, the development,  license,  use, sale,
distribution  and  modification  of the Owned IP and  Not-Owned  IP by Seller in
connection  with the  Business has not  infringed  on or otherwise  violated any
presently existing patent or any other intellectual property rights of any other
Person or constituted an unlawful  disclosure,  use or  misappropriation  of the
rights  of any  other  Person.  To the  Knowledge  of  Seller,  Seller is not in
violation  of, or in default  (with or without  notice or lapse of time or both)
under, any legal requirement relating to Seller's Intellectual Property.

          (e) Except as set forth in Schedule 4.9(e) hereto, there is no pending
or, to the  Knowledge  of  Seller,  threatened  claims or  actions of any nature
affecting the  Intellectual  Property of Seller or any rights therein.  Schedule
4.9(e) hereto also lists all written  notices  currently  pending or received by
Seller since February 28, 1995 (or relating to any unresolved  claim received at
any time  with  respect  to which any  correspondence  has been  received  since
February 28, 1995) which claim  infringement or  misappropriation  or breach, as
the case may be, of any  Intellectual  Property of any third party.  None of the
Intellectual  Property of Seller is subject to any  outstanding  decree,  order,
judgment or  stipulation  to which Seller is a party  restricting in any respect
the exploitation or licensing thereof by Seller and, to Seller's Knowledge, none
of the  Intellectual  Property of Seller is subject to any  outstanding  decree,
order, judgment or stipulation to which Seller is not a party restricting in any
material respect the exploitation or licensing thereof by Seller.

          (f) Except as set forth in Schedule  4.9(f)  hereto,  (i) there are no
material restrictions to which Seller is a party, and, to Seller's Knowledge, no
material  restrictions to which Seller is not a party, on the ability of Seller,
or any  successor or assign of Seller,  to sell,  market,  license,  distribute,
exploit  or use  the  Owned  IP in the  manner  and  geographical  scope  and in
connection  with the goods and services in which the Owned IP is presently sold,
marketed,  licensed,  distributed,  exploited  or  used , and  (ii)  subject  to
licenses given by Seller to other Persons as disclosed pursuant to Sections 4.8,
4.9 or 4.10,  Seller is the sole and exclusive  owner of, with all right,  title
and interest in and to (free and clear of any Liens), the Owned IP, and has sole
and exclusive rights (and is not contractually obligated to pay any compensation
to any third  party in  respect  thereof)  to the use  thereof  or the  material
covered  thereby in connection with the services or products in respect of which
the Owned IP of Seller is being used. At the Closing, Purchaser will acquire all
of such rights on the same basis and geographic  scope as that enjoyed by Seller
immediately prior to the Closing Date.

          (g) Except as set forth in Schedule 4.9(g) hereto (and subject only to
the express terms of those  license  agreements  identified  pursuant to Section
4.8),  Seller is the licensee  of, with all right,  title and interest in and to
(free and clear of any Liens),  the Not-Owned IP, and has  non-exclusive  rights
(and is not  contractually  obligated to pay any compensation to any third party
in respect  thereof)  to the use  thereof  or the  material  covered  thereby in
connection  with the  services  or  products in respect of which the Owned IP of
Seller is being used. At the Closing,  Purchaser will acquire all of such rights
on the same basis and  geographic  scope as that  enjoyed by Seller  immediately
prior to the Closing Date.

          (h)  Except as  disclosed  pursuant  to  Section  4.8,  Seller has not
granted or, to Seller's  Knowledge,  obligated itself to grant to any Person any
license,  option or other right to develop,  license, sell, distribute or modify
(including any rights under any source code escrow  agreement) in any manner, in
whole or in part, any of the Owned IP or Not-Owned IP.

          (i) To Seller's  Knowledge,  there has been no  material  unauthorized
use,  infringement or misappropriation of any Intellectual Property of Seller by
any third party, including any employee or former employee of Seller.

          (j)  To  Seller's  Knowledge  all  patent,   trademark  and  copyright
registrations  constituting part of the Owned IP are valid and subsisting,  have
been properly  maintained,  and are in full force and effect in accordance  with
their terms, and neither Seller,  nor to Seller's Knowledge any other Person, is
in default or violation thereunder. To Seller's Knowledge, no Person, other than
Seller,  has  applied for any patent or  registered  any claim to  copyright  or
trademark with respect to any part of the Owned IP. Purchaser  acknowledges that
Seller has not followed a practice of registering copyrights.

     4.10 Software.

          (a) Schedule  4.9(a) or Schedule  4.10(a) hereto sets forth a true and
complete  list of all items of Software  which both (i) are  owned by Seller and
(ii) are used or held for use or under  development  in the Business (the "Owned
Software").  Except as set forth on such  Schedule  4.9(a),  the Owned  Software
shall include without  limitation all earlier or predecessor  versions of any of
such Software.

          (b) Schedule  4.9(b) or Schedule  4.10(b)hereto  sets forth a true and
complete list of all items of Software which both (i) Seller does not own but in
which Seller has rights to use (by license or  otherwise),  and (ii) are used or
held for use in the  Business,  other  than  licenses  for  generally  available
commercial Software used on personal computers having an individual  acquisition
cost of $1,000 or less  (excluding  such licenses for such  generally  available
commercial Software, the "Not-Owned Software").

          (c)  Except as set  forth in  Schedule  4.10(c)  hereto,  to  Seller's
Knowledge  there  are  no  defects  in the  most  recent  generally  distributed
commercial  versions of the Owned Software  (excluding any computer  Software in
the  process  of  development  and any  versions  distributed  as beta,  test or
evaluation  releases)  (after such exclusion,  the "Commercial  Owned Software")
that would prevent the Commercial Owned Software from  substantially  performing
the functions in the  documentation  accompanying such Commercial Owned Software
as updated(the  "Documentation")  when such Commercial Owned Software is used in
its  unmodified   form,  from  undamaged  media,  and  in  accordance  with  the
instructions and specifications stated in the Documentation.

          (d) Except as qualified in the last  sentence of this Section  4.10(d)
and as set forth in Schedule  4.10(d),  the Commercial Owned Software is capable
of  identifying,  manipulating  and calculating  data and information  correctly
using dates within and outside of the 1990-1999 year range. In addition,  except
as  qualified in the last  sentence of this Section  4.10(d) and as set forth in
Schedule 4.10(d), the Commercial Owned Software is not expected by Seller to (i)
have any operational impediments, (ii) malfunction, (iii) cease to perform, (iv)
generate  incorrect  or  ambiguous  data or (v) produce  incorrect  or ambiguous
results,  in each case with respect to same-century and multi-century  formulas,
functions,  date values and  date-data  interfaces.  With  respect to the period
beginning  on the first  anniversary  of the  Closing  Date and  expiring on the
second  anniversary  of the Closing Date (as set forth in Section 10.1  hereof),
this representation is made to Seller's Knowledge.

     4.11     Development and Protection of Intellectual Property.

          (a) The Owned  Software  consists  exclusively  of (i) "works made for
hire" as that term is used in Title 17 of the United States Code,  and Seller is
considered  the  author  of each of such  works,  and (ii)  works  developed  by
independent  contractors  or  consultants  engaged by Seller or a predecessor in
interest to Seller that have  assigned to Seller all of their  right,  title and
interest in and to the work or works produced, including all copyright and other
intellectual property rights therein pursuant to a valid and enforceable written
Contract.

          (b) Seller has taken reasonable and appropriate measures to protect in
all  material  respects the  confidential  and  proprietary  nature of the Trade
Secrets  and the source  code and access  codes for the Owned  Software  and the
Not-Owned  Software (the  "Confidential  Software").  All employees,  agents and
consultants  of  Seller  who have had  access  to any of the  Trade  Secrets  or
Confidential Software have executed and delivered a proprietary  information and
confidentiality  agreement  substantially  in  Seller's  standard  form or, with
respect to agents of Seller are  otherwise  obligated  to Seller to maintain the
confidentiality  of the Trade  Secrets and  Confidential  Software.  To Seller's
Knowledge,  no Person that is a party to any such  proprietary  information  and
confidentiality agreement or confidentiality  obligation is in breach or default
thereunder in any material respect.
 
          (c) To Seller's  Knowledge,  no employee of Seller is in  violation of
any confidentiality agreement with any former employer or business associate.

          (d) Seller has taken reasonable and appropriate measures to protect in
all material respects the confidential and proprietary nature of the information
related to the  business  strategy,  finances,  marketing  plans or employees of
Seller that has not been published and is not generally known to the public.

     4.12 Conduct of the Business Since the Interim  Balance Sheet Date.  Except
as  described  on Schedule  4.12  hereto and except for actions  which would not
constitute a breach of Section 6.6 if occurring  subsequent  to the date hereof,
since the Interim Balance Sheet Date Seller has not

          (a) incurred any liabilities,  other than liabilities  incurred in the
ordinary course of business  consistent with past practice,  or failed to pay or
discharge when due any  liabilities of which the failure to pay or discharge has
caused or will cause any material  damage or risk of material  loss to Seller or
any of its assets or properties;

          (b)  sold,   encumbered,   assigned,  or  transferred  any  assets  or
properties  which  would  have  been  included  in the  Assets,  except  for the
replacement  or  betterment  of obsolete or worn out  equipment  and the sale of
inventory  or other Assets in the ordinary  course of business  consistent  with
past practice;

          (c) made or suffered  any  amendment  or  termination  of any Contract
listed on Schedule  1.1(b) or Schedule  4.8(a) or of any  Permit,  or  canceled,
modified,  or waived any  substantial  debts or claims  held by it or waived any
rights of substantial value, except in any case for acts or omissions arising in
the ordinary course of business;

          (d) made or suffered  any  amendment  or  termination  of any license,
franchise,  distributorship  or other  Contract,  whether or not in the ordinary
course of business, by which Seller has licensed or otherwise provided access to
its source code, including by way of escrow or other similar arrangement;

          (e)  received  notice or had  Knowledge  of any  actual or  threatened
strike, material labor trouble or other material employment-related  occurrence,
event or condition of any similar character;

          (f) made  commitments or Contracts for capital  expenditures,  capital
additions  or  betterments,  or  research  and  development,  exceeding  $10,000
individually  or $50,000 in the  aggregate,  except  such as may be  involved in
ordinary repair, maintenance, or replacement of the Assets;

          (g)  increased  the  salaries  or other  compensation  of, or made any
advance  (excluding  advances for ordinary and necessary  business  expenses) or
loan to, any of its employees or made any increase in, or any addition to, other
benefits  to which  any of its  employees  may be  entitled,  except in any such
instance for increases and advances  arising in the ordinary  course of business
in amounts consistent with past practices;

          (h) entered into any transaction  other than in the ordinary course of
business consistent with past practice; or

          (i) suffered any one or more events or circumstances that individually
or in the aggregate  has had or could  reasonably be expected to have a Material
Adverse Effect on Seller..

     4.13 Personnel Information.

          (a) Except for contracts listed on Schedule 4.13(a)  hereto, Seller is
not a party to or bound by any employment,  consulting or agency  agreement with
any employee or consultant or any collective bargaining agreement or other labor
agreement, or any pension,  retirement,  stock option, stock purchase,  savings,
profit sharing, deferred compensation, bonus, group insurance or other incentive
or welfare contract, plan or arrangement.

          (b) Schedule  4.13(b) hereto  contains a true and complete list of all
persons employed by Seller other than Excluded Employees, setting forth for each
such employee such employee's date of hire, job title, department,  monthly base
salary  and  1997   bonuses   (showing   separately   profit-sharing   payments,
performance-based bonuses and non-performance-based bonuses). Such Schedule also
sets forth,  with  respect to each stock  option  granted by Parent to each such
employee,  the number of Shares of Parent's  Common Stock  subject to such stock
option, the plan pursuant to which such stock option was granted, whether or not
such option constitutes an "incentive stock option", the exercise price thereof,
the date of grant,  the  expiration  date,  the vesting  schedule  and a summary
reference to the terms and  conditions  governing  such stock option.  Except as
otherwise set forth in Schedule  4.13(b),  to Seller's  Knowledge no employee of
Seller is a party to or is bound by a non-competition agreement, confidentiality
agreement or any similar  agreement or arrangement that would affect the ability
of Purchaser to utilize the Intellectual  Property,  prohibit such employee from
becoming an employee of Purchaser or interfere with such employee's  performance
of his duties as an employee of Purchaser.

          (c) Seller has not agreed to recognize  any union or other  collective
bargaining  unit,  nor has any union or other  collective  bargaining  unit been
certified as  representing  any of Seller's  employees.  To Seller's  Knowledge,
there has been no organizational  effort since February 28, 1995 by or on behalf
of any labor union with respect to employees of Seller other than efforts  which
have not resulted in any material impact upon the Business.

          (d) Except as listed or described on Schedule  4.13(d) hereto,  Seller
(i) has no written or oral personnel policy applicable to its employees, (ii) is
and has been in material compliance since its inception with all applicable laws
regarding employment and employment practices,  including without limitation the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and those
laws  relating  to  terms  and  conditions  of  employment,   wages  and  hours,
occupational  safety and health  and  workers'  compensation  and,  to  Seller's
Knowledge,  is not engaged in any unfair  labor  practices,  (iii) has no unfair
labor  practice  charges  or  complaints  pending  or,  to  Seller's  Knowledge,
threatened  against it before the National Labor  Relations  Board,  (iv) has no
material  grievances pending or, to Seller's  Knowledge,  threatened against it,
and  (v)  has  no  charges  pending  against  it  before  the  Equal  Employment
Opportunity  Commission  or any  state  or  local  agency  responsible  for  the
prevention of unlawful employment practices.

          (e) As of the date hereof,  Seller employs the persons  referred to as
Tier  Employees  and  Potential  Tier  Employees  in the Letter (as such term is
defined in Schedule 3.2(b) hereto. As of the date hereof, to Seller's Knowledge,
neither Parent nor Seller has received any notice or otherwise has any reason to
believe  that any  specific  Tier  Employee  (as such  term is  defined  in such
Schedule 3.2(b)) intends to terminate his or her employment with the Business as
a result of the execution and delivery of this  Agreement,  the  consummation of
the transactions contemplated hereby, or otherwise.

     4.14 Employee Benefit Plans.

          (a) All "employee benefit plans," as defined by Section 3(3) of ERISA,
maintained  by Seller or Parent  for the  benefit  of  Seller's  employees  (the
"Employee  Plans"),  are  identified as such on Schedule  4.13(a)  hereto.  Each
Employee Plan complies in all material  respects with the requirements  provided
by any and all statutes,  orders or governmental rules or regulations  currently
in effect and applicable to such Employee  Plan,  including  without  limitation
ERISA and the  Internal  Revenue  Code of 1986,  as amended  (the  "Code").  Any
Employee Plans which constitute  "employee  pension benefit plans" as defined in
Section  3(2) of ERISA (the  "Pension  Plans")  are so  designated  on  Schedule
4.13(a) hereto. No Pension Plan constitutes a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA.

          (b) Except as set forth in Schedule 4.14(b) hereto,  each Pension Plan
that is  intended  to  qualify  under  Section  401 of the Code has  received  a
favorable determination letter from the Internal Revenue Service indicating that
it is so qualified.

          (c) All  contributions  required  by law to have been  made  under any
Pension Plan  (without  regard to any waivers  granted  under Section 412 of the
Code) have been made in all material respects.

          (d) To Seller's  Knowledge,  there has been no  "reportable  event" as
that term is  defined in Section  4043 of ERISA and the  regulations  thereunder
that is not exempt from the thirty-day notice  requirement under the regulations
with respect to any Pension Plan subject to Title IV of ERISA.

     4.15 Litigation;  Decrees. There are no judicial or administrative actions,
proceedings or investigations pending or, to Seller's Knowledge, threatened that
question  the  validity of this  Agreement or any action taken or to be taken by
Seller in connection with this Agreement.  Except as set forth in Schedule 4.15,
there  are no (i)  lawsuits,  claims,  administrative  or other  proceedings  or
investigations  pending or, to Seller's  Knowledge,  threatened by or against or
affecting  Seller  or any  of  the  assets  of  Seller  or  (ii)  orders  of any
Governmental Authority binding on Seller or any of the assets of Seller.

     4.16  Compliance  With Law;  Permits.  Seller has  complied in all material
respects with each law and order of any  Governmental  Authority to which Seller
or  its  business,  operations,  assets  or  properties  is  subject  and is not
currently in violation of any of the foregoing. Seller owns, holds, possesses or
lawfully  uses in the operation of its business all  governmental  permits which
are in any manner  necessary  for it to conduct the business as now conducted or
for the  ownership  and use of its  assets,  free and  clear of all Liens and in
compliance with all laws. Seller is not in default in any material respect under
any Permits,  nor has it received  any notice of any claim of any default  under
any Permits, other than defaults which have been cured prior to the date hereof.
No Person owns or has any  proprietary,  financial or other interest  (direct or
indirect) in any  governmental  Permits which Seller owns,  possesses or uses in
the operation of the Business as now conducted.

     4.17  Environmental  Matters.  (A) Except as  disclosed  in  Schedule  4.17
hereto,  (a) the  operations  of Seller have been and are in  compliance  in all
material  respects with all  Environmental  Laws and permits,  authorizations or
licenses  required  by  Environmental   Laws;  (b)  there  are  no  judicial  or
administrative  actions,  proceedings or investigations  pending or, to Seller's
Knowledge, threatened against Seller or its operations alleging the violation of
or seeking to impose liability  pursuant to any Environmental Law; (c) Seller is
not subject to any material  Environmental Costs and Liabilities and to Seller's
Knowledge there are no facts,  circumstances or conditions  relating to, arising
from,  associated  with, or attributable to the operations of Seller or any real
property owned,  operated or leased by Seller that could  reasonably be expected
to result in Seller's  incurring material  Environmental  Costs and Liabilities;
(d) to Seller's Knowledge, there is not now, nor has there been at any time, on,
in or under any real  property  owned,  leased  or  operated  by Seller  (i) any
underground  storage tanks,  above-ground  storage tanks,  dikes or impoundments
containing Hazardous Materials, (ii) any asbestos-containing materials, or (iii)
any polychlorinated  biphenyls;  and (e) Seller has provided Purchaser copies of
all environmentally related audits, assessments, studies, reports, analyses, and
results of  investigations  of any real  property  currently or formerly  owned,
operated  or  leased by  Seller  that are in  Seller's  possession,  custody  or
control.

         (B)   For the purposes of this Agreement:

               "Environmental  Costs  and  Liabilities"  shall  mean any and all
          losses,   liabilities,   obligations,   damages,   fines,   penalties,
          judgments,  actions,  claims,  costs,  and expenses  (including  fees,
          disbursements,  and expenses of legal counsel, experts, engineers, and
          consultants and the costs of  investigation  and feasibility  studies,
          remedial,  or removal actions and cleanup  activities) arising from or
          under any  Environmental  Law or any order or agreement  now in effect
          with any Governmental Authority or other Person.

               "Environmental Law" means any law (including common law) relating
          to the environment,  natural resources,  or public and employee health
          and safety and  includes,  but is not  limited  to, the  Comprehensive
          Environmental  Response,  Compensation  and  Liability  Act, 42 U.S.C.
          Section 9601, et seq., the Hazardous Materials  Transportation Act, 49
          U.S.C.  Section 1801, et seq., the Resource  Conservation and Recovery
          Act, 42 U.S.C.  Section 6901, et seq.,  the Clean Water Act, 33 U.S.C.
          Section 1251 et seq.,  the Clean Air Act, 33 U.S.C.  Section  2601, et
          seq.,  the Toxic  Substances  Control Act, 15 U.S.C.  Section 2601, et
          seq.,  the Federal  Insecticide,  Fungicide,  and  Rodenticide  Act, 7
          U.S.C.  Section 136, et seq., the Oil Pollution Act of 1990, 33 U.S.C.
          Section 2701, et seq.,  the Federal Safe Drinking Water Act, 42 U.S.C.
          Section 300F, et seq., and the Occupational  Safety and Health Act, 29
          U.S.C.  Section  651,  et,  seq.,  as such Laws have been  amended  or
          supplemented,  and the regulations  promulgated  pursuant thereto, and
          all analogous state or local statutes.

               "Hazardous  Material"  means any  substance,  material,  or waste
          which is regulated by any Governmental Authority,  including,  without
          limitation,  any material,  substance,  or waste which is defined as a
          "hazardous  waste,"  "hazardous  material,"   "hazardous   substance,"
          "extremely  hazardous   substance,"   "restricted   hazardous  waste,"
          "contaminant," "toxic waste," or "toxic substance" under any provision
          of  Environmental  Law,  which  includes,   but  is  not  limited  to,
          petroleum,  petroleum  products  (including crude oil and any fraction
          thereof), asbestos,  asbestos-containing materials, urea formaldehyde,
          and polychlorinated biphenyls.

     4.18 Title to Assets.

          (a) Except as listed or described in Schedule  4.18(a) hereto,  Seller
has, and following the Closing,  Purchaser will have, good, valid and marketable
title to the Assets,  other than Assets which are not  assignable  in accordance
with Section 1.3, free and clear of all Liens,  other than  (a) Liens for Taxes,
assessments  and other  governmental  charges  which are not due and  payable or
which  may  thereafter  be  paid  without  penalty,  (b) mechanics',  carriers',
workmen's, repairmen's, and other like Liens arising or incurred in the ordinary
course of business consistent with past practice and (c) purchase money security
interests. The items described in Schedule 4.18(a) hereto and the items referred
to in  clauses  (a),  (b)  and (c) of the  immediately  preceding  sentence  are
hereinafter referred to as "Permitted Liens".

          (b) The Assets  constitute  all the assets  and  rights  necessary  to
operate the Business as currently conducted.

    4.19  Taxes.

          (a) All Tax Returns  required to be filed by or with respect to Seller
and the Assets for the past three years have been duly and timely filed with the
appropriate  Federal,  state, local and foreign governments or foreign agencies.
All such Tax Returns are true,  correct and complete in all  material  respects.
Seller has duly and timely paid (or is  challenging  in good faith,  pursuant to
challenges described in Schedule 4.19 hereto, the payment of) all Taxes that are
due,  or claimed or  asserted by any taxing  authority  to be due,  from or with
respect to it. Except as set forth in Schedule  4.19 hereto,  for the past three
years Seller has not executed or filed with the Internal  Revenue Service or any
other taxing  authority  any  agreement  extending the period for filing any Tax
Return.

          (b) To Seller's Knowledge,  for the past three years no material claim
for assessment or collection of Taxes has been asserted against Seller or any of
its  assets,  other than  claims  which were  resolved  on or before the Interim
Balance  Sheet Date.  Except as set forth in  Schedule  4.19  hereto,  no audit,
investigation,  or other  proceeding  by any court,  governmental  or regulatory
authority,  or similar person is pending or, to Seller's  Knowledge,  threatened
with respect to the assessment or collection of Taxes with respect to Seller and
the Assets.

          (c)  Except  as set forth in  Schedule  4.19  hereto,  no  waivers  of
statutes  of  limitation  in  respect  of any Tax  Returns  have  been  given or
requested by Seller, nor has Seller agreed to any extension of time with respect
to a Tax  assessment  or  deficiency  during the past three  years.  To Seller's
Knowledge, no claim has been made or threatened within the past three years by a
Governmental  Authority in a  jurisdiction  where Seller does not currently file
Tax Returns that it is or may be subject to taxation by that jurisdiction.

          (d) Intentionally omitted.

          (e) The performance of the transactions  contemplated  hereby will not
(either  alone or upon the  occurrence of any  additional  or subsequent  event)
result in any payment that would constitute an "excess parachute payment" within
the meaning of  Section 280G  of the Code.  Except as set forth in Schedule 4.19
hereto,  none of the Assets is (i) "tax-exempt  use" property within the meaning
of Section  168(h) of the Code;  (ii) required to be treated as owned by another
person pursuant to the provisions of Section  168(f)(8) of the Internal  Revenue
Code of 1954, as amended and in effect immediately prior to the enactment of the
Tax Reform Act of 1986; or (iii) "tax exempt bond financed  property" within the
meaning of Section 168(g) of the Code.

          (f) Except as described on Schedule 4.19 hereto, Seller is not a party
to any tax allocation agreement, tax sharing agreement, tax indemnity agreement,
or similar agreement,  arrangement, or practice with respect to Taxes (including
any advance pricing  agreement,  closing  agreement,  private letter ruling,  or
other agreement relating to Taxes with any Governmental Authority).

          (g) Seller is not a foreign  person within the meaning of Section 1445
of the Code.

          (h) "Tax" and "Taxes" shall mean all taxes, charges,  fees, levies, or
other similar  assessments  or  liabilities,  including  without  limitation (a)
income, gross receipts,  ad valorem,  premium,  excise, real property,  personal
property, sales, use, transfer, withholding,  employment, payroll, Medicare, and
franchise taxes imposed by the United States of America, or by any state, local,
or foreign  government,  or any subdivision,  agency, or other similar Person of
the  United  States  or any  such  government;  and  (b)  any  interest,  fines,
penalties,  assessments,  or additions to taxes resulting from, attributable to,
or  incurred  in  connection  with any Tax or any  contest,  dispute,  or refund
thereof. "Tax Returns" shall mean any report, return or statement required to be
supplied to a taxing authority in connection with Taxes.

     4.20  Real Property.

          (a) Owned Real Property. Seller does not own any real property.

          (b) Leased Real Property.  With respect to the Real Property leased by
Seller:

               (1) each Real Property Lease is, and at Closing shall be, in full
     force and  effect  and has not been  assigned,  modified,  supplemented  or
     amended,  and to  Seller's  Knowledge  no  circumstances  or state of facts
     presently  exists  which,  with the giving of notice or passage of time, or
     both,  would permit the  landlord or  sublandlord  under any Real  Property
     Lease to terminate any Real Property Lease; and

               (2) subject to Section 1.3, at the  Closing,  Seller shall assign
     to the Purchaser all right, title and interest of Seller in and to all Real
     Property  Leases (and shall  deliver to  Purchaser  original  copies of all
     consents  obtained  with  respect  to such  assignments)  and all  security
     deposits  made by  Seller  pursuant  to any of the  Real  Property  Leases,
     together with all accrued and unpaid interest earned on such deposits.

          (c) Zoning. To Seller's Knowledge, the Real Property complies with all
applicable zoning and other land use requirements.

          (d)  Utility  Services.  The water,  electric,  gas and sewer  utility
services and the septic tank and storm drainage  facilities  currently available
to the Real  Property are  adequate for the present use of the Real  Property by
Seller in  conducting  the  Business,  are being  supplied  to Seller by utility
companies or  municipalities,  and to Seller's  Knowledge  there is no condition
which  will  result  in the  termination  of the  present  access  from the Real
Property to such utility services and other facilities.

          (e)  Access.  Seller  has  obtained  all  Permits  and  rights-of-way,
including  proof-of-dedication,  which are  necessary  to ensure  vehicular  and
pedestrian  ingress  and  egress  to and  from the Real  Property.  To  Seller's
Knowledge,  there are no conditions  which will result in the termination of the
present  access from the Real  Property to  neighboring  existing  highways  and
roads.

          (f) Intentionally omitted.

          (g) Eminent Domain.  Seller has received no notices,  oral or written,
and has no  Knowledge,  that any  Governmental  Authority  having  the  power of
eminent  domain over the Real  Property  has  commenced to exercise the power of
eminent  domain or a similar  power with  respect to all or any part of the Real
Property.

          (h) No  Violations.  Seller has  received no written  notices from any
Governmental  Authority,  and has no  Knowledge,  that the Real  Property or any
improvements  erected  or  situate  thereon,  or the uses  conducted  thereon or
therein,  violate in any material respect any laws of any Governmental Authority
having jurisdiction over the Real Property.

          (i)  Improvements.  The improvements  located on the Real Property are
generally in good condition and are  structurally  sound, and all mechanical and
other systems located therein are in good operating condition, subject to normal
wear and tear.  To Seller's  Knowledge no condition  exists  requiring  material
repairs, alterations or corrections with respect to the Real Property.

          (j) Intentionally omitted.

          (k) Flood Plain.  No part of the Real  Property  contains,  is located
within,  or abuts  any  flood  plain,  navigable  water or other  body of water,
tideland,  wetland,  marshland  or any other  area  which is  subject to special
state, federal or municipal regulation, control or protection.

     4.21 Brokers. Neither Seller nor any of Seller's Affiliates (as hereinafter
defined)  have made any Contract with any Person or taken any action which would
cause any Person to claim an agent's,  broker's or  finder's  fee or  commission
from Purchaser in connection  with the  transactions  contemplated  hereby.  For
purposes of this Agreement,  the term  "Affiliate",  when used in reference to a
party, shall mean any entity directly or indirectly controlling,  controlled by,
or under common control with, such party.

     4.22 Agents.  Seller has not  designated or appointed any Person to act for
it or on its behalf pursuant to any power of attorney other than with respect to
any power of attorney granted with respect to any filing related to Taxes.

     4.23 Books and  Records.  Copies of all the minute  books and stock  record
books of Seller have been  delivered to  Purchaser  for  inspection  and contain
accurate  records of all  meetings  of, and written  consents  by, the boards of
directors (and any committees thereof) and stockholders of Seller since February
28, 1995. The stock ledger and transfer books of Seller are complete and correct
and  properly  reflect  all  transfers  of the  capital  stock  of  Seller.  All
accounting,  financial,  reporting,  business,  tax, corporate and other similar
books and records of Seller  accurately  reflect in all  material  respects  the
business and financial condition of Seller.

     4.24 Insurance.  Seller has insurance policies in full force and effect for
such amounts as are sufficient for material  compliance with all requirements of
law and of all contracts  and  agreements to which Seller is a party or by which
it is bound. Set forth in Schedule 4.24 hereto is a list of all fire,  liability
and other forms of insurance  and all fidelity  bonds held by or  applicable  to
Seller,  setting forth, in respect of each such policy,  the policy name, policy
number, carrier, term, type of coverage and annual premium.  Excluding insurance
policies that have expired and been replaced in the ordinary course of business,
none of Seller's insurance policies have been canceled within the last two years
and to Seller's Knowledge no threat has been made to cancel any insurance policy
of Seller  during such period.  To Seller's  Knowledge,  no event has  occurred,
including,  without  limitation,  the  failure  by Seller to give any  notice or
information  or  Seller's   giving  any   inaccurate  or  erroneous   notice  or
information,  which  limits or impairs  in any  material  respect  the rights of
Seller under any such insurance policies.

     4.25 Condition of Assets.  All the Assets are in good  operating  condition
and repair,  subject to normal wear,  tear and maintenance and are usable in the
regular and ordinary  course of  business.  No Person other than Seller owns any
equipment or other tangible  assets or properties  necessary to the operation of
the Business of Seller,  except for leased items  disclosed  pursuant to Section
4.8(a)(5) or below the disclosure threshold set forth in Section 4.8(a)(5).

     4.26 Disclosure.  No representation or warranty by Seller contained in this
Agreement (including without limitation representations and warranties set forth
in the Financial Statements and the Schedules referenced in this Article IV), in
the documents to be delivered by Seller at the Closing  pursuant to Article VIII
and in any other  instrument  furnished  or to be  furnished  by or on behalf of
Seller or Parent to Purchaser or any of its  representatives  in connection with
the  transactions  contemplated  hereby,  contains  or will  contain  any untrue
statement of a material  fact,  or omits or will omit to state any material fact
necessary,  in light of the circumstances under which it was or will be made, in
order to make the  statements  herein or therein not  misleading or necessary in
order fully and fairly to provide the information required to be provided in any
such document or other instrument.

                 V. REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser  hereby makes the  following  representations  and  warranties to
Parent and  Seller,  each of which is true and correct as of the date hereof and
shall be unaffected by any investigation  heretofore or hereafter made by Parent
or Seller.  Purchaser  acknowledges  that  Parent and Seller are relying on such
representations  and  warranties  in  connection  with the entering into of this
Agreement and the sale of the Assets contemplated hereby.

     5.1  Corporate  Organization.  Purchaser is a corporation  duly  organized,
validly  existing  and in good  standing  under  the  laws of the  state  of its
incorporation and has the requisite  corporate power and authority to own, lease
or  otherwise  hold its  properties  and assets and to carry on its  business as
presently conducted.

     5.2  Authorization  and Effect of  Agreement.  Purchaser  has the requisite
corporate  power to execute and deliver this  Agreement and the agreements to be
entered  into by it at the Closing  pursuant  hereto (the  "Purchaser  Ancillary
Documents") and to perform the transactions  contemplated  hereby and thereby to
be performed by it. The  execution  and delivery by Purchaser of this  Agreement
and  the  Purchaser  Ancillary  Documents  and  the  performance  by it  of  the
transactions contemplated hereby and thereby to be performed by it have been or,
in the case of the Purchaser  Ancillary  Documents  will at the Closing be, duly
authorized by all  necessary  corporate  action on the part of  Purchaser.  This
Agreement has been,  and each Purchaser  Ancillary  Document will at the Closing
be, duly executed and delivered by duly  authorized  officers of Purchaser  and,
assuming the due execution and delivery of this  Agreement  and, as  applicable,
any  Purchaser  Ancillary  Document,   by  Parent  and  Seller,  this  Agreement
constitutes,   and  each  Purchaser  Ancillary  Document  will  at  the  Closing
constitute,  a valid and binding  obligation of Purchaser,  enforceable  against
Purchaser in accordance with its terms,  except as may be limited by bankruptcy,
insolvency,  reorganization,  moratorium,  or other  similar laws  affecting the
enforcement of creditors' rights in general and subject to general principles of
equity (regardless of whether such  enforceability is considered in a proceeding
in equity or at law).

     5.3 No Conflicts.  The  execution  and delivery of this  Agreement and each
Purchaser  Ancillary  Document  by  Purchaser  does  not or in the  case  of the
Purchaser  Ancillary Documents will not, and the performance by Purchaser of the
transactions  contemplated  hereby or  thereby to be  performed  by it will not,
(a) conflict  with the  certificate  or  articles  of  incorporation  (or  other
organizational documents) or by-laws of Purchaser,  (b) conflict with, or result
in any violation of, or constitute a default (with or without notice or lapse of
time, or both) under, or give rise to a right of termination,  cancellation,  or
acceleration  of any obligation or to loss of a benefit under,  any provision of
any material  document to which  Purchaser or any of its assets or properties is
bound,  or  (c) constitute  a violation of any law  applicable to Purchaser.  No
consent, approval, order, or authorization of, or registration,  declaration, or
filing with,  any  Governmental  Authority or other Person  whether  pursuant to
contractual  obligation or  otherwise,  is required to be obtained or made by or
with respect to Purchaser in connection  with the execution and delivery of this
Agreement or any Purchaser Ancillary Document or the performance by Purchaser of
any of its  obligations  hereunder or  thereunder,  except for the  Governmental
Approvals.

     5.4 Brokers.  Neither Purchaser nor any of Purchaser's  Affiliates has made
any  agreement  with any Person or taken any action which would cause any Person
to claim an  agent's,  broker's  or finder's  fee or  commission  from Seller in
connection with the transactions contemplated hereby.

                            VI. PRE-CLOSING COVENANTS

     6.1 No Inconsistent Action. Neither Purchaser,  on the one hand, nor Parent
or  Seller,  on the  other  hand,  shall  take any  action  which is  materially
inconsistent with their respective obligations under this Agreement.

     6.2  Injunctions.  If any  United  States,  state or foreign  court  having
jurisdiction  over any party  issues or  otherwise  promulgates  any order which
prohibits the consummation of the transactions  contemplated hereby, the parties
will use their respective  reasonable efforts to have such injunction  dissolved
or otherwise  eliminated  as promptly as possible  and to pursue the  underlying
litigation diligently and in good faith.

     6.3  Governmental  Filings.  Purchaser,  on the one hand,  and  Parent  and
Seller,  on the other  hand,  shall as  promptly as  practicable  following  the
execution and delivery of this  Agreement,  file with the United States  Federal
Trade Commission and the United States  Department of Justice,  the notification
and report form under the HSR Act  required  for the  transactions  contemplated
hereby  and any  supplemental  information  requested  in  connection  therewith
pursuant to the HSR Act.  Purchaser,  on the one hand, and Parent and Seller, on
the other  hand,  shall as promptly  as  practicable  comply with any other laws
which are applicable to any of the transactions contemplated hereby and pursuant
to which any consent,  approval,  order, or  authorization  of, or registration,
declaration,  or filing with,  any  Authority or any other Person in  connection
with the transactions  contemplated hereby is necessary.  Purchaser,  on the one
hand, and Parent and Seller,  on the other hand, shall furnish to the other such
necessary  information  and  reasonable  assistance as the other may  reasonably
request in  connection  with its  preparation  of any filing,  registration,  or
declaration  which is  necessary  under the HSR Act or any other  similar  laws.
Purchaser, on the one hand, and Parent and Seller, on the other hand, shall keep
each other reasonably apprised of the status of any communications with, and any
inquiries  or  requests  for  additional   information  from,  any  Governmental
Authority,  and shall use  reasonable  efforts to comply  promptly with any such
inquiry or request.  Purchaser agrees that any filing fee required to be paid in
connection with any filing under the HSR Act shall be paid fully by Purchaser..

     6.4 Third Party Consents.  Purchaser,  on the one hand, and Seller,  on the
other hand, will cooperate and use their respective reasonable efforts to obtain
as promptly as  practicable  all consents,  approvals,  and waivers  required by
third Persons to transfer the Assets (other than consents, approvals and waivers
relating to Contracts  and Permits,  which  consents,  approvals and waivers are
governed by Section  1.3) to  Purchaser in a manner that will avoid any default,
conflict, or termination of rights in respect thereof.

     6.5 Access. Except as otherwise required by the confidentiality obligations
of Seller,  prior to the  Closing,  upon  reasonable  notice from  Purchaser  to
Seller,  Seller will afford to the officers,  attorneys,  accountants,  or other
authorized  representatives   (including,   without  limitation,   environmental
consultants) of Purchaser  reasonable access during normal business hours to the
employees,  Assets,  facilities,  and the books and  records  of Seller so as to
afford  Purchaser  a full  opportunity  to make such  review,  examination,  and
investigation  of the  Business  as  Purchaser  may  desire  to make.  Except as
otherwise required by the confidentiality  obligations of Seller, Purchaser will
be permitted to make such extracts from or to make such copies of such books and
records  as may be  reasonably  necessary  in  connection  therewith.  Except as
otherwise required by the  confidentiality  obligations of Seller,  prior to the
Closing, Seller will promptly furnish or cause to be furnished to Purchaser such
financial and operating data and other information as Purchaser shall reasonably
request pursuant to this Section 6.5.

     6.6 Conduct Prior to Closing. During the period between the date hereof and
the Closing,  (1) Parent shall have all the rights and obligations granted to it
pursuant to the Patent License Agreement referred to in Section 8.2(h) hereof as
though such Patent License  Agreement had been executed on the date hereof,  (2)
Seller shall be permitted to take the Permitted Actions (as hereinafter defined)
in its discretion  and (3) without in any way limiting any other  obligations of
Seller hereunder,  except as consented to by Purchaser in writing (which consent
shall not be unreasonably withheld,  other than consents relating to the license
or granting  of access to source code  described  in Section  6.6(a)(ix)  below,
which may be withheld or granted in Purchaser's sole discretion):

        (a)   Seller shall:

               (i) (A) use  reasonable  efforts to conduct the  Business and the
          operations  and  affairs  of Seller  only in the  ordinary  and normal
          course of business  consistent with past practice;  (B) not enter into
          any  transaction or take any action which, if effected before the date
          of this Agreement,  would  constitute a breach of any  representation,
          warranty,  covenant or other  obligation of Seller contained herein or
          would  have   required   disclosure   under  Article  IV,  other  than
          transactions or actions which would not have a Material Adverse Effect
          upon Seller and Permitted  Actions;  and (C) not enter into any supply
          arrangements  requiring the purchase of goods or services by Seller in
          the amount (with respect to any such arrangement) of more than $50,000
          per year per arrangement or Contracts  contemplating the payment to or
          by Seller in the amount  (with  respect to any such  Contract) of more
          than  $250,000  per  year per  Contract  (arrangements  and  Contracts
          falling below the thresholds  set forth in this Section  6.6(a)(i)(C),
          unless  otherwise  expressly  prohibited  in clauses  (ii) through (x)
          below, being hereinafter referred to as "Permitted Actions");

               (ii) use reasonable efforts to continue to maintain in full force
          and effect all  policies  of  insurance  or  renewals  thereof  now in
          effect,  take out, at the expense of the  Purchaser,  such  additional
          insurance as may be reasonably requested by the Purchaser and give all
          notices and present all claims  under all  policies of  insurance in a
          due and timely fashion (except if the failure to give such notices and
          present  such  claims  would not have a Material  Adverse  Effect upon
          Seller);

               (iii) pay and discharge the liabilities of Seller in the ordinary
          course of business in  accordance  and  consistent  with the  previous
          practices of Seller, except those contested in good faith by Seller;

               (iv)  except  for pay  increases  and  bonuses  made to  Excluded
          Employees,  not increase the  compensation  or benefits of or make any
          advance  (excluding  advances  for  ordinary  and  necessary  business
          expenses) or loan to any director, officer or employee of Seller;

               (v) not sell,  assign, or transfer any of the Assets,  except for
          the  replacement  or  betterment of obsolete or worn out equipment and
          sales of inventory in the ordinary course of business  consistent with
          past practice, and not permit any of the Assets to be subjected to any
          Lien (other than Permitted Liens);

               (vi) not make  commitments or Contracts for capital  expenditures
          or capital additions or betterments which exceed $10,000  individually
          or  $50,000  in the  aggregate,  except  such  as may be  involved  in
          ordinary repair, maintenance or replacement of the Assets;

               (vii) not  acquire  or agree to  acquire  any  assets  that would
          constitute Assets except in the ordinary course of business consistent
          with past practices;

               (viii)  not enter into any  Contract  or other  transaction  with
          Parent or any Affiliate of Parent or any officer or director of Parent
          or of any Affiliate of Parent;

               (ix) not amend,  modify or terminate any of the Contracts  listed
          on  Schedule  6.6(a)(ix)  hereto,  enter into any  Contracts  by which
          Seller  proposes to license or otherwise  provide access to its source
          code  (including  by way of escrow or other  similar  arrangement)  or
          enter  into any  Contracts  that  grant  any  exclusive  rights to any
          Person; or

               (x)  not  agree,  in  writing  or  otherwise,  to do  any  of the
          foregoing.

          (b) Seller  shall use its  reasonable  efforts to preserve  intact the
Business and the property, assets, operations and affairs of Seller and carry on
the Business and the affairs of Seller as currently conducted, keep available to
Seller the services of the present employees of Seller, preserve and protect its
Intellectual  Property and the value  thereof,  and promote and preserve for the
Purchaser  the goodwill of  suppliers,  customers,  creditors  and others having
business relations with Seller.

     6.7  Notification.

          (a) Seller shall  provide  prompt  written  notice to  Purchaser,  and
Purchaser  shall provide  prompt  written  notice to Seller (in each case within
five (5) business  days),  of any  litigation,  arbitration,  or  administrative
proceeding pending or, to its Knowledge, threatened against Parent or Seller, on
the one hand, or Purchaser, on the other hand, which challenges the transactions
contemplated hereby.

          (b) Seller will provide  prompt  written  notice to Purchaser  (in any
event within five (5) business days) of any  development or information  causing
or which constitutes or would at the Closing constitute a material breach of any
of its representations and warranties contained herein or any Schedules referred
to herein or attached hereto and shall promptly  furnish any  information  which
Purchaser may reasonably request in relation to such development or information;
provided,  however, that such notice shall not operate to cure any breach of the
representations  and  warranties  made  herein or in any  Schedules  referred to
herein or attached hereto.

     6.8 No  Solicitation.  Except  for the  transactions  contemplated  by this
Agreement,  from and after the date of this  Agreement  until the Closing or the
termination of this Agreement,  neither Parent nor Seller shall,  nor shall they
authorize or permit any  officer,  director,  or employee of, or any  investment
banker,  attorney,  accountant,  or other representative  retained by, Parent or
Seller to,  directly or indirectly,  solicit,  initiate,  encourage or entertain
(including by way of furnishing information) discussions,  inquiries, offers, or
proposals,  or participate in any discussions or negotiations for the purpose or
with the  intention  of leading to any  proposal or offer from any Person  which
constitutes  or  concerns,  or may  reasonably  be  expected  to  lead  to,  any
proposals,   for  a  merger  or  other  business  combination   constituting  an
acquisition of Seller or any proposal or offer to acquire any of the outstanding
shares of capital stock of Seller or any material portion of the Assets.

     6.9 Publicity.  Prior to the Closing, neither party will issue or cause the
publication  of any press release or other public  announcement  with respect to
this Agreement or the transactions contemplated hereby without the prior consent
of the other party, which consent will not be unreasonably  withheld;  provided,
however,  that nothing herein will prohibit either party from issuing or causing
publication of any such press release or public  announcement to the extent that
such party  determines  such  action to be  required  by law or the rules of any
national stock exchange or self-regulatory  organization applicable to it or its
Affiliates,  in which  event  the  party  making  such  determination  will,  if
practicable  in the  circumstances,  use  reasonable  efforts to allow the other
party  reasonable  time to comment on such release or announcement in advance of
its issuance.

     6.10 Satisfaction of Conditions.  Without limiting the generality or effect
of any  provision of Article VI, prior to the Closing,  each of the parties will
use  reasonable  best  efforts with due  diligence  and in good faith to satisfy
promptly all conditions  required  hereby to be satisfied by such party in order
to expedite the consummation of the transactions contemplated hereby.

     6.11 Seller's  Employees.  Purchaser  shall have the right to interview and
offer employment,  such employment to commence immediately after the Closing, to
all persons  employed by Seller as of the date  hereof  other than the  Excluded
Employees.  Notwithstanding  the  foregoing,  Purchaser  shall have the right to
interview and offer  employment (to commence  immediately  after the Closing) to
Excluded  Employees  to the  extent,  and in the manner,  permitted  in Schedule
3.2(b) hereto.  All initial  offers of employment  made pursuant to this Section
6.11 shall be made on terms consistent with the terms described in Schedule 6.11
hereto.  Seller shall not offer employment to any of Seller's  employees to whom
employment has been offered by Purchaser (such persons are hereinafter  referred
to as "Offerees"  provided that they are not Excluded Employees) unless (a) this
Agreement is terminated or (b) such offer complies with Section 9.10.

     6.12 Transferred Employees.  Purchaser covenants the following with respect
to Transferred Employees (as defined in Section 6.12(a) hereof):

          (a)  Purchaser  shall give  service  credit  under all of its employee
benefit plans, for purposes of determining eligibility to participate,  vesting,
satisfaction  of  pre-existing  medical  conditions  exclusion  provisions,  and
calculation of vacation and severance  benefits,  to all employees of Seller who
become  employees  of  Purchaser  immediately  after the  Closing  ("Transferred
Employees") for all of their service with Seller and its Affiliates.

          (b) Purchaser  shall give credit under its employee  medical plans for
any  deductibles,   co-payments,   and  other  out-of-pocket  expenses  paid  by
Transferred  Employees  and credited  under  Seller's  medical plan prior to the
Closing.

          (c) Intentionally omitted.

          (d) Intentionally omitted.

          (e) Intentionally omitted.

          (f)  As of  the  Closing,  Purchaser  shall  provide  all  Transferred
Employees with an employee benefits package that Purchaser  reasonably  believes
to be, in the aggregate,  no less valuable to the Transferred  Employee than the
employee benefits package provided to such employees as of the Closing Date.

     6.13 Excluded Employees. For purposes of this Agreement, the term "Excluded
Employees" shall mean Chuck House,  Mark Grosen,  Gilbert Pitney (but only after
it is determined that Mr. Pitney will not be an "Accepting Tier Employee" within
the  meaning of  Schedule  3.2(b)  hereto),  Kalon  Kelley (but only after it is
determined that Mr. Kelley will not be an "Accepting  Tier Employee"  within the
meaning of Schedule  3.2(b)  hereto),  Chris Ring,  Lane  McMains and Jeff Mark.
Except as  provided  below,  the  Purchaser  shall not offer  employment  to the
Excluded Employees for a period of two years after the Closing Date:

          (a) The  Purchaser  shall be permitted to offer  employment to Gilbert
Pitney,  Kalon  Kelley and the  Excluded  Employees  to the  extent,  and in the
manner, provided for in Schedule 3.2(b) hereto.

          (b) The Seller and Parent shall use  reasonable  efforts to make Chuck
House  available  to assist  Purchaser  during  the first six  months  after the
Closing, at no cost to Purchaser. Such availability shall not extend to any more
than 10 days during such six month period.  Such  services  shall be provided to
Purchaser  pursuant to the Transition  Services  Agreement  described in Section
8.2(h).

          (c) At Purchaser's request, the Seller and Parent shall use reasonable
efforts to make Mark  Grossen  available  to assist  Purchaser,  in the areas of
requirements and products definition,  specifications  review and design review,
during the first two years  after the  Closing,  at no cost to  Purchaser.  Such
availability  shall not extend to any more than 5 days  during  any three  month
period during such two year period. Such services shall be provided to Purchaser
pursuant to the Transition Services Agreement described in Section 8.2(i).


                             VII. CLOSING CONDITIONS

     7.1  Conditions to  Obligations  of Each of the Parties.  The obligation of
each party to effect the transactions  contemplated  hereby (the  "Transaction")
and to consummate the Closing shall be subject to the  fulfillment,  at or prior
to the Closing Date, of the following conditions:

          7.1.1 No Prohibition of Transaction.

          (a) No third party shall have  instituted  any suit or  proceeding  to
restrain, enjoin or otherwise prevent the consummation of the Transaction.

          (b) The waiting period  required by Section 7(b)(1) of the HSR Act and
the  regulations   promulgated   thereunder   shall  have  expired  without  any
administrative  or judicial  proceeding  having been  instituted  by the Federal
Trade Commission or the Department of Justice with respect to the Transaction.

          (c) No order  shall  have been  issued by any court or  administrative
body to restrain, enjoin or otherwise prevent consummation of the Transaction.

          7.1.2 Compliance with Law. All Governmental  Approvals shall have been
obtained.

     7.2 Conditions to the Obligations of the Purchaser.  The obligations of the
Purchaser hereunder are subject to the satisfaction,  on or prior to the Closing
Date, of all the following  conditions,  compliance with which or the occurrence
of which may be waived in whole or in part by the Purchaser in writing:

          7.2.1  Representations and Warranties True at the Closing Date. Except
for   (i)   changes   expressly    contemplated   by   this   Agreement,    (ii)
misrepresentations  which  individually or in the aggregate do not, or could not
reasonably  be expected to, have a Material  Adverse  Effect upon the Seller and
(iii)  representations  made as of a particular  date, the  representations  and
warranties  of the  Seller  and  the  Parent  contained  in  Article  IV of this
Agreement  shall be deemed to have been made again at and as of the Closing Date
and  shall  then be true  and  correct  in all  material  respects  (except  for
representations  and  warranties  which are qualified as to  materiality,  which
representations  and warranties shall be true in all respects).  At the Closing,
the Seller shall have  delivered to the Purchaser a certificate to the foregoing
effect signed by the Seller and dated the Closing Date.

          7.2.2 No Material  Adverse Change.  During the period from December 1,
1997 through the Closing Date,  (a) there shall not have been any adverse change
in the financial  condition or results of operations of the Seller, nor any loss
or damage to its assets,  whether or not insured,  in either case which  affects
the Seller's  ability to conduct the Business,  (b) none of the events described
in Section 4.12 of this  Agreement  shall have occurred and (c) the Seller shall
not have taken any action  outside of the  ordinary  course of  business,  other
than, in any such case covered by clauses (a), (b) or (c) of this Section 7.2.2,
changes,  losses,  damages,  events or actions  which,  individually  and in the
aggregate,  do not  constitute a Material  Adverse  Effect upon  Seller.  At the
Closing,  the Seller shall have delivered to the Purchaser a certificate,  dated
the Closing Date and signed by the Seller, to the foregoing effect.

          7.2.3 Seller's and Parent's  Performance.  Each of the  obligations of
the Seller and the Parent to be performed on or before the Closing Date pursuant
to the terms of this  Agreement  shall have been duly  performed in all material
respects as of the Closing Date, and, at the Closing Date, the Seller and Parent
shall have  delivered to the  Purchaser a certificate  to the  foregoing  effect
dated on and as of the Closing Date.

          7.2.4 Necessary  Corporate  Approvals.  As of the date of execution of
this  Agreement,  the board of directors and  stockholders of the Seller and the
board of directors of the Parent have duly authorized and approved the execution
and delivery of this Agreement, and all corporate actions necessary or proper to
authorize the  execution,  delivery and  performance of this Agreement by Seller
and Parent have been taken.  All such actions  shall be in full force and effect
and shall not have been revoked as of the Closing Date and the Seller and Parent
shall have delivered to the Purchaser a certificate to that effect.

          7.2.5 Resolutions  Authorizing the Execution of this Agreement.  As of
the date  hereof,  the  Seller  has  furnished  to the  Purchaser  copies of the
resolutions  or  consents  of the  Seller's  board  of  directors  and its  sole
stockholder  and  the  Parent  has  furnished  to the  Purchaser  copies  of the
resolutions  or consents of the Parent's  board of directors ,  authorizing  the
execution,  delivery, and performance of this Agreement. As of the Closing Date,
the Seller and Parent shall have  delivered to the Purchaser  certificate of the
Secretaries  of the  Seller  and  Parent  confirming  that such  resolutions  or
consents (in substantially the same form and substance as heretofore  delivered)
remain in full force and effect as of the Closing Date.

          7.2.6  Documents.  The  Seller and Parent  shall  have  furnished  the
Purchaser with each of the documents contemplated by Section 8.2 and 8.4.

          7.2.7 Intentionally omitted.

          7.2.8 Consents to Assignment.  Notwithstanding any provision herein to
the contrary,  provided that Seller complies with its obligations  under Section
1.3 and Section 6.4, Purchaser's  obligations herein shall not be conditioned on
the receipt of any consent to the assignment of any Contract or Permit.
 
     7.3 Conditions to the Obligations of the Seller and Parent. The obligations
of the Seller and the Parent  hereunder are subject to the  satisfaction,  on or
prior to the Closing  Date,  of all the following  conditions,  compliance  with
which or the occurrence of which may be waived in whole or in part by the Seller
and Parent in writing:

          7.3.1  Representations and Warranties True at the Closing Date. Except
for   (i)   changes   expressly    contemplated   by   this   Agreement,    (ii)
misrepresentations  which  individually or in the aggregate do not, or could not
reasonably be expected to, have a Material Adverse Effect upon the Purchaser and
(iii)  representations  made as of a particular  date, the  representations  and
warranties of the Purchaser  contained in Article V of this  Agreement  shall be
deemed to have been made again at and as of the  Closing  Date and shall then be
true and  correct in all  material  respects  (except  for  representations  and
warranties  which are qualified as to  materiality,  which  representations  and
warranties shall be true in all respects). At the Closing, the Seller shall have
delivered to the Purchaser a certificate  to the foregoing  effect signed by the
Seller and dated the Closing Date.

          7.3.2  Purchaser's  Performance.   Each  of  the  obligations  of  the
Purchaser to be performed on or before the Closing Date pursuant to the terms of
this Agreement shall have been duly performed in all material respects as of the
Closing Date,  and, at the Closing Date,  the Purchaser  shall have delivered to
the Seller a certificate to the foregoing  effect dated on and as of the Closing
Date.

          7.3.3 Necessary  Corporate  Approvals.  As of the date of execution of
this Agreement,  a committee of the board of directors of the Purchaser has duly
authorized  and approved the execution and delivery of this  Agreement,  and all
corporate actions  necessary or proper to authorize the execution,  delivery and
performance of this Agreement by the Purchaser have been taken. All such actions
shall be in full  force and  effect  and shall not have been  revoked  as of the
Closing Date and the Purchaser  shall have delivered to the Seller a certificate
to that effect.

          7.3.4 Resolutions  Authorizing the Execution of this Agreement.  As of
the date  hereof,  the  Purchaser  has  furnished  to the  Seller  copies of the
resolutions  or consents of a committee of the  Purchaser's  board of directors,
authorizing the execution,  delivery,  and performance of this Agreement.  As of
the Closing Date, the Purchaser shall have delivered to the Seller a certificate
of the Secretary of the Purchaser  confirming that such  resolutions or consents
(in substantially the same form and substance as heretofore delivered) remain in
full force and effect as of the Closing Date.

          7.3.5  Documents.  The Purchaser  shall have  furnished the Seller and
Parent with each of the documents contemplated by Section 8.3 and 8.4.


                               VII.A. TERMINATION

          7A.1 Right to Terminate.  This Agreement may be terminated at any time
until completion of the Closing as follows:

               (a) by mutual consent of the Purchaser, Seller and Parent;

               (b) by the  Purchaser,  Seller or Parent if the Closing shall not
have  occurred on or before April 30, 1998 (the  "Outside  Date"),  but no party
shall be entitled to terminate  pursuant to this Section 7A.1(b) if its own acts
or failures to act should  delay the Closing  beyond the Outside  Date or if all
conditions to its obligation to consummate the Closing shall have been satisfied
at least five business days prior to the Outside Date;

               (c) by the  Purchaser  or the Seller,  respectively,  if it shall
have  discovered  that (x) any  representation  or warranty  made herein for its
benefit, or in any certificate, schedule or document furnished to it pursuant to
this  Agreement,  is  untrue  in  any  respect,   provided  that  such  untruth,
individually  or in the  aggregate,  constitutes a Material  Adverse Effect with
respect to the party making such representation, or (y) the Seller or the Parent
(in the case of a  termination  by Purchaser) or the Purchaser (in the case of a
termination by Seller or Parent) shall have defaulted in the  performance of any
material obligation under this Agreement;  provided,  however,  that in order to
terminate  this  Agreement  under this  Section  7A.1(c),  the party  seeking to
terminate this Agreement  shall give written notice of such breach or default to
the other  party and the other party shall fail to cure the breach or default by
the earlier of ten (10) days after receipt of such notice or the Outside Date;

               (d) by the  Purchaser  or  Seller  if it  shall  have  reasonably
determined  that a condition to its  obligation to consummate the Closing cannot
be satisfied; or

               (e) by the  Purchaser  or Seller to the extent that such party is
afforded the right to terminate this Agreement pursuant to the terms of Schedule
3.2(b).

          7A.2 Liability on Termination.  Upon any termination of this Agreement
pursuant to Section 7A.1,  the  provisions of this  Agreement  shall cease to be
effective  (except that the  provisions of this Section  7A.2,  Section 9.10 and
Article  XI  of  this  Agreement   shall  remain  in  full  force  and  effect).
Notwithstanding  the foregoing,  all arrangements  among the parties relating to
the subject of  confidentiality  shall  remain in full force and effect.  In the
event of any such termination,  no party shall have liability to any other party
hereto,  except that in the event of a termination of this Agreement pursuant to
Sections  7A.1(b),  7A.1(c) or 7A.1(d),  a breaching  party  hereunder  shall be
liable  to any  party  damaged  by such  breach  for  such  damages  as shall be
permitted by law.

          7A.3 Specific  Enforcement.  The parties hereto agree that irreparable
damage  would occur in the event that any of the  provisions  of this  Agreement
were not performed in accordance  with their  specific  terms or were  otherwise
breached.  It is  accordingly  agreed  that,  in addition to any other remedy to
which they are entitled at law or in equity, the parties hereto will be entitled
to an injunction or  injunctions  to prevent  breaches of this  Agreement and to
enforce  specifically the terms and provisions hereof in any court of the United
States or any state having  jurisdiction over the parties,  subject to the forum
selection provisions set forth in Section 11.18.


                            VII. CLOSING ARRANGEMENTS

     8.1 The Closing.  The  consummation  of the purchase and sale of the Assets
contemplated  hereby (the "Closing")  shall take place (i) on February 16, 1998,
or, if all  conditions to Closing have not been satisfied or waived by the fifth
business  day prior to February 16,  1998,  on the fifth  business day after all
conditions to Closing have been satisfied or waived,  or (ii) on such other date
as shall be mutually acceptable to Seller and Purchaser, at the offices of Weil,
Gotshal & Manges LLP, 100 Crescent Court, Suite 1300, Dallas,  Texas (or at such
other place as shall be acceptable to Seller and  Purchaser).  The date on which
the Closing is  consummated  is referred to in this  Agreement  as the  "Closing
Date." At the  Closing,  the parties  shall  execute  and deliver the  documents
referred to in this Article VIII.

     8.2 Documents to be Delivered by Seller and Parent. At the Closing,  Seller
and Parent will deliver to Purchaser,  as applicable,  the following,  in proper
form for recording when appropriate:

          (a) Transfer Documents. Patent and trademark assignments,  executed by
Seller, in form and substance  reasonably  satisfactory to Purchaser (which form
shall be  satisfactory  for filing with  appropriate  Governmental  Authorities)
(such assignments and the bill of sale and assumption  agreement  referred to in
Section 8.4 hereof being hereinafter referred to as "Transfer Documents").

          (b)  Certified  Resolutions.  Certified  resolutions  of the Boards of
Directors  (or  committees  thereof) of each of Parent and Seller  approving the
execution  and  delivery  of this  Agreement  and  each of the  other  documents
delivered by Parent and Seller pursuant hereto and authorizing the  consummation
of the transactions contemplated hereby and thereby.

          (c) Good Standing Certificates. Governmental certificates showing that
Seller  is  duly  incorporated  and  in  good  standing  in  the  state  of  its
incorporation  and in good standing in each state listed in Schedule 4.1 hereto,
certified as of a recent date.

          (d)  Officer's  Certificate.  A  certificate,  dated the Closing Date,
executed on behalf of Seller by an executive officer of Seller, certifying as to
the satisfaction of the conditions  precedent set forth in Sections 7.2.1, 7.2.2
and  7.2.3;  such  certificate  shall  be  in  form  and  substance   reasonably
satisfactory to Purchaser.

          (e) Intentionally omitted.

          (f) License Agreement.  An intellectual property,  license and support
agreement, dated the Closing Date, between Purchaser and Parent, in the form and
substance  of the  license  agreement  annexed  hereto as  Exhibit  8.2(f)  (the
"License Agreement"), duly executed by Parent.

          (g) Intentionally Omitted.

          (h) Patent License Agreement.  A patent license  agreement,  dated the
Closing Date, among Purchaser,  Parent and Seller, the form and substance of the
management  agreement  annexed  hereto as Exhibit  8.2(h) (the  "Patent  License
Agreement"), duly executed by Parent and Seller.

          (i) Transition  Services  Agreement.  A transition services agreement,
dated  the  Closing  Date,  among  Purchaser,  Parent  and  Seller,  in form and
substance  reasonably  satisfactory  to Purchaser,  Parent and Seller,  covering
services  to be  provided  among  the  parties  hereto  after the  Closing  (the
"Transition Services Agreement"), duly executed by Parent and Seller.

          (j) Other  Documents.  Such  additional  information  and materials as
Purchaser shall reasonably request.

     8.3 Documents to be Delivered by Purchaser. At the Closing,  Purchaser will
deliver to Seller:

          (a) Cash  Amount.  Payment to Seller in the amount of the Closing Date
Payment , by wire transfer in accordance with Section 3.2.

          (b) Good Standing Certificates. Governmental certificates showing that
Purchaser  is  duly  incorporated  and in  good  standing  in the  state  of its
incorporation certified as of a recent date.

          (c)  Officer's  Certificate.  A  certificate,  dated the Closing Date,
executed on behalf of Purchaser by an executive officer of Purchaser, certifying
as to the  satisfaction of the conditions  precedent set forth in Sections 7.3.1
and  7.3.2;  such  certificate  shall  be  in  form  and  substance   reasonably
satisfactory to Seller.

          (d) Transition  Documents.  The License Agreement,  the Patent License
Agreement and the Transition Services Agreement, duly executed by Purchaser.

          (e) Intentionally Omitted.
 
          (f) Other  Documents.  Such  additional  information  and materials as
Seller shall reasonably request.

     8.4 Documents to be Delivered by Purchaser and Seller. At the Closing, each
of Purchaser and Seller shall  execute and deliver,  or cause to be executed and
delivered, to the other a general bill of sale and assumption agreement, in form
and substance reasonably satisfactory to the parties hereto.


                           IX. POST-CLOSING COVENANTS

     9.1 Covenant Not to Compete. Each of Parent and Seller agrees that from the
time that the  Closing is  consummated  pursuant to the terms  hereof  until the
fifth anniversary of the date hereof (the "Covenant  Termination Date"), each of
Parent and Seller will not, directly or indirectly,  anywhere in the world, own,
manage, operate, control or participate in the ownership,  management, operation
or control of any business, whether in corporate,  proprietorship or partnership
form or  otherwise,  engaged in the design,  manufacturing  or marketing of real
time operating  systems  software  products as stand-alone  products;  provided,
however, that this covenant against competition shall not apply to actions which
Seller is required to take with  existing  customers  of Seller with  respect to
Contracts  that  cannot be assigned  by Seller to  Purchaser.  In the event that
prior to the Covenant Termination Date, Parent is acquired by a third party in a
transaction  pursuant to which Parent survives as a separate and distinct entity
from such acquiring third party,  then this covenant against  competition  shall
continue to apply to Parent  until the Covenant  Termination  Date but shall not
apply to such  acquiring  third  party.  Each of  Parent  and  Seller  severally
acknowledge that the geographic  boundaries and the term and scope of prohibited
activities  contained  in this  Section 9.1 are  reasonable  and no broader than
necessary to protect the  investment  by Purchaser in the Assets being  acquired
pursuant to this Agreement and will not impose any unreasonable  burden upon any
of  Parent,   Seller  or  their  respective   Affiliates.   The  parties  hereto
specifically  acknowledge and agree that the remedy at law for any breach of the
foregoing will be inadequate  and that the  Purchaser,  in addition to any other
relief available to it, shall be entitled to temporary and permanent  injunctive
relief  without  the  necessity  of proving  actual  damage or posting  any bond
whatsoever.  In the event that the provisions of this Section 9.1 should ever be
deemed to exceed the  limitations  provided by applicable  law, then the parties
hereto  agree that such  provisions  shall be  reformed to set forth the maximum
limitations permitted.

     9.2  Confidentiality.  Each of Parent  and  Seller  agrees  that  after the
Closing it will not disclose,  reveal,  divulge or  communicate to any person or
entity other than authorized officers,  directors and employees of Purchaser, or
use or otherwise  exploit for its own benefit or for the benefit of anyone other
than Purchaser,  any Confidential Information (as defined below). Each of Parent
and Seller shall not have any obligation to keep  confidential  any Confidential
Information if and to the extent disclosure thereof is specifically  required by
law; provided,  however,  that in the event disclosure is required by applicable
law, each of Parent and Seller shall, to the extent reasonably possible, provide
Purchaser with prompt notice of such requirement  prior to making any disclosure
so that Purchaser may seek an appropriate protective order. For purposes of this
Section 9.2, "Confidential  Information" shall mean any confidential information
with  respect to the  conduct or details  of the  Business,  including,  without
limitation,  methods of  operation,  customers  and  customer  lists,  products,
proposed products, former products,  proposed, pending or completed acquisitions
of any company,  division,  product line or other business unit,  prices,  fees,
costs,  plans,  designs,   technology,   inventions,  Trade  Secrets,  Know-How,
Software, marketing methods, policies, plans, personnel, suppliers, competitors,
markets or other  specialized  information  or  proprietary  matters;  provided,
however,  that the term  Confidential  Information  does not include,  and there
shall be no  obligation  hereunder  with  respect  to,  information  that (a) is
generally  available  to the public on the date of this  Agreement,  (b) becomes
generally  available  to the public  other than as a result of a  disclosure  by
Seller or Parent  not  otherwise  permissible  hereunder,  (c) is  independently
developed by Seller as established by documentary evidence, or (d) Seller learns
from other  sources where such sources have not violated  their  confidentiality
obligation to Purchaser.  The parties hereto specifically  acknowledge and agree
that the remedy at law for any breach of the foregoing  will be  inadequate  and
that  Purchaser,  in  addition to any other  relief  available  to it,  shall be
entitled to temporary and permanent  injunctive  relief without the necessity of
proving actual damage or posting any bond whatsoever.

     9.3  Discharge of Business  Obligations.  From and after the Closing  Date,
Seller shall pay and  discharge,  in accordance  with past practice but not less
than on a timely basis, all Retained Liabilities in respect of the Business, its
operations or the assets and properties used therein. From and after the Closing
Date,  Purchaser  shall pay and discharge,  in the ordinary  course but not less
than on a timely basis, the Assumed Liabilities.

     9.4 Maintenance of Books and Records.  Each of Parent, Seller and Purchaser
shall preserve,  from and after the Closing Date until the sixth  anniversary of
the  Closing  Date,  all  records  possessed  or to be  possessed  by such party
relating to any of the assets,  liabilities or business of the Business prior to
the Closing Date. After the Closing Date,  where there is a legitimate  purpose,
such party shall  provide the other parties with access,  upon prior  reasonable
written request specifying the need therefor,  during regular business hours, to
(i) the officers  and  employees of such party and (ii) the books of account and
records of such  party,  but, in each case,  only to the extent  relating to the
assets,  liabilities  or business of the Business prior to the Closing Date, and
the other parties and their  representatives shall have the right to make copies
of such books and records; provided, however, that the foregoing right of access
shall not be exercisable in such a manner as to interfere  unreasonably with the
normal  operations and business of such party;  and further provided that, as to
such portion of such  information as constitutes  trade secrets or  confidential
business  information  of such party,  the  requesting  party and its  officers,
directors and representatives will use due care to not disclose such information
except  (i) as  required  by law,  (ii) with the prior  written  consent of such
party,  which consent shall not be  unreasonably  withheld,  or (iii) where such
information  becomes  available to the public  generally,  or becomes  generally
known to  competitors of such party,  through  sources other than the requesting
party,  its  Affiliates  or its  officers,  directors or  representatives.  Such
records  may  nevertheless  be  destroyed  by a party if such party sends to the
other parties written notice of its intent to destroy  records,  specifying with
particularity the contents of the records to be destroyed. Such records may then
be destroyed  after the 30th day after such notice is given unless another party
objects  to the  destruction,  in which case the party  seeking  to destroy  the
records shall deliver such records to the objecting party.

     9.5 Payments Received.  Parent,  Seller and Purchaser each agree that after
the Closing they will hold and will promptly  transfer and deliver to the other,
from  time  to time  as and  when  received  by  them,  any  cash,  checks  with
appropriate  endorsements  (using their  reasonable  efforts not to convert such
checks  into  cash),  or other  property  that they may  receive on or after the
Closing which properly belongs to the other party,  including without limitation
any  insurance  proceeds,  and will account to the other for all such  receipts.
From and after the  Closing,  Purchaser  shall have the right and  authority  to
endorse without recourse the name of Seller on each check or any other evidences
of indebtedness  received by Purchaser on account of the Business and the Assets
transferred to Purchaser hereunder.

     9.6 Post-Closing  Notifications.  Purchaser,  Parent and Seller will comply
with any  post-Closing  notification or other  requirements,  to the extent then
applicable to such party,  of any antitrust,  trade  competition,  investment or
control,  export or other law of any Governmental  Authority having jurisdiction
over Seller.

     9.7 Certain Tax Matters. All sales, use, transfer, stamp, conveyance, value
added or other similar taxes, duties, excises or governmental charges imposed by
any taxing jurisdiction,  domestic or foreign, and all recording or filing fees,
notarial fees and other similar costs of Closing with respect to the transfer of
the  Assets or  otherwise  on  account  of this  Agreement  or the  transactions
contemplated hereby will be borne by Purchaser.

     9.8 Insurance.  With respect to any loss,  liability or damage relating to,
resulting  from or arising out of the conduct of the Business on or prior to the
Closing  Date for which  Seller would be entitled to assert a claim for recovery
under any  policy of  insurance  maintained  by or for the  benefit of Seller in
respect of the Business or the Assets,  at the request and expense of Purchaser,
Seller will, after the Closing,  use reasonable  efforts to assert, or to assist
Purchaser to assert, one or more claims under such insurance covering such loss,
liability or damage if Purchaser is not itself entitled to assert such claim but
Seller is so entitled.

     9.9 Use of Name.  From and after  thirty  (30) days  following  the Closing
Date,  Parent and Seller will sign such  consents  and take such other action as
Purchaser shall reasonably  request in order to permit Purchaser to use the name
"Spectron  Microsystems  Incorporated" and variants thereof.  From and after the
Closing  Date,  Seller  will  not  itself  use the  name  Spectron  Microsystems
Incorporated" or any derivative or variants thereof and shall promptly amend its
articles of incorporation to remove such reference.

     9.10  Non-Solicitation/No-Hire.  For a term of two years  after the Closing
Date,  neither Parent nor Seller nor their  representatives on their behalf will
directly  solicit any of Seller's  employees  hired by  Purchaser  (unless  such
employees  are no longer  employed by Purchaser)  and neither  Purchaser nor its
representatives  on its behalf will directly  solicit any of Seller's  employees
not hired by Purchaser as of the Closing  Date  (unless  such  employees  are no
longer  employed  by  Seller).  For a term of one year after the  Closing  Date,
neither Parent nor Seller nor their  representatives  on their behalf will offer
employment  to any of the Seller's  employees  hired by  Purchaser  (unless such
employees are no longer employed by Purchaser). In the event that this Agreement
is  terminated  for any reason,  for a term of two years  after the  termination
date,  neither  Purchaser  nor its  representatives  on its behalf will directly
solicit  any of  Seller's  employees  and  for a  term  of one  year  after  the
termination date,  neither Purchaser nor its  representatives on its behalf will
offer employment to any of Seller's employees (unless, in either such case, such
employees are no longer employed by Seller).

                         X. SURVIVAL AND INDEMNIFICATION

     10.1 Survival of Representations,  Warranties and CovenantsX.1  Survival of
Representations, Warranties and Covenants.

          (a) Except as to (i) the representations  and warranties  contained in
Section 4.18  relating to title to the Assets,  which shall  survive the Closing
and  remain in effect  indefinitely,  (ii) the  representations  and  warranties
contained  in  Section   4.17   relating  to   environmental   matters  and  the
representations  and warranties  contained in Sections 4.13 and 4.14 relating to
employees and employee benefit plans,  which shall survive the Closing until the
expiration  of the  statute of  limitations  applicable  thereto,  and (iii) the
representations  and  warranties  contained in Section  4.19  relating to Taxes,
which shall  survive the Closing  until the  expiration of the last day on which
any Tax may be validly  assessed by the  Internal  Revenue  Service or any other
Governmental  Authority against the Assets or the Business,  the representations
and warranties of Seller, Parent and Purchaser contained in this Agreement or in
any Transfer  Document  shall  survive the Closing  until the  expiration of two
years from the Closing Date. Any claim for an Indemnifiable  Loss (as defined in
Section 10.2) asserted within such period of survival as herein provided will be
timely made for purposes hereof.

          (b) Unless a specified period is set forth in this Agreement (in which
event such specified period will control),  the covenants in this Agreement will
survive the Closing and remain in effect indefinitely.

     10.2 Limitations on Liability.

          (a) For purposes of this Agreement,  (i) "Indemnity Payment" means any
amount of  Indemnifiable  Losses required to be paid pursuant to this Agreement,
(ii) "Indemnitee" means any person or entity entitled to  indemnification  under
this Agreement,  (iii) "Indemnifying  Party" means any person or entity required
to provide  indemnification  under this Agreement,  (iv) "Indemnifiable  Losses"
means any and all damages, losses, liabilities, obligations, costs and expenses,
and any and all  claims,  demands or suits (by any person or entity,  including,
without limitation, any Governmental Authority),  including, without limitation,
the costs and  expenses of any and all  actions,  suits,  proceedings,  demands,
assessments,   judgments,  settlements  and  compromises  relating  thereto  and
including  reasonable  attorneys' fees and expenses in connection  therewith and
(v) "Third Party Claim" means any claim, action or proceeding made or brought by
any  person  or  entity  who or  which is not a party  to this  Agreement  or an
Affiliate of a party to this Agreement.

          (b)  Notwithstanding  any other provision  hereof or of any applicable
law, (i) no Indemnitee  will be entitled to make a claim against an Indemnifying
Party in respect of any breach of a  representation  or warranty (other than the
representations  and  warranties  contained in Section 4.18 relating to title to
the  Assets)  under  Sections  10.3(a)(i)  or  10.3(b)(i)  unless  and until the
aggregate  amount  of claims in  respect  of  breaches  of  representations  and
warranties  asserted for  Indemnifiable  Losses under Section  10.3(a)(i),  with
respect to claims by Purchaser, or Section 10.3(b)(i), with respect to claims by
Seller, exceeds $400,000, in which event the Indemnitee will be entitled to make
a claim against the Indemnifying Party to the extent the amount of Indemnifiable
Losses exceeds  $400,000;  and (ii) no Indemnitee  shall be liable for Indemnity
Payments in respect of breaches of  representations  or warranties  asserted for
Indemnifiable Losses under Sections 10.3(a)(i) or 10.3(b)(i),  as applicable, to
the extent such aggregate  Indemnity Payments by such Indemnifying Party exceeds
the Closing Date Payment.

          (c) An Indemnity Payment shall subsequently be reduced by a payment by
the Indemnitee to the Indemnifying Party in an amount equal to any net reduction
in  liability  for Taxes  that is  actually  realized  or,  at the  Indemnitee's
election,  could be realized  by an  Indemnitee  with  respect to the payment or
accrual of an  Indemnifiable  Loss and by any net proceeds of  insurance  claims
that are  actually  received  by an  Indemnitee  with  respect to the payment or
accrual of an Indemnifiable Loss; provided,  however, that in the event a taxing
authority  disallows in whole or in part such net  reduction  in  liability  for
Taxes, an  Indemnifying  Party shall promptly repay to the Indemnitee the amount
of such increase in Taxes.


     10.3 Indemnification.

          (a)  Subject to  Sections  10.1 and 10.2,  from and after the  Closing
Date, Parent and Seller agree, jointly and severally,  to indemnify,  defend and
hold  harmless  Purchaser and its  Affiliates  and their  respective  directors,
officers,  partners,  employees, agents and representatives from and against any
and all  Indemnifiable  Losses to the  extent  relating  to,  resulting  from or
arising out of:

               (i) any  misrepresentation  or breach of  warranty on the part of
     Parent and Seller under the terms of this Agreement, the License Agreement,
     the Patent License Agreement and the Transition Services Agreement;

               (ii) any  nonfulfillment of any agreement or covenant on the part
     of  Parent  and  Seller  under  the terms of this  Agreement,  the  License
     Agreement,  the  Patent  License  Agreement  and  the  Transition  Services
     Agreement;

               (iii) any Retained Liabilities;

               (iv) any failure to comply with any "bulk sales" laws  applicable
     to the transactions contemplated hereby; and

               (v) the conduct of the Business or any portion thereof or the use
     or  ownership  of any of the Assets  prior to or on the Closing Date (other
     than the Assumed  Liabilities),  including without limitation the breach of
     any Contract by Seller prior to the Closing.

          (b)  Subject to  Sections  10.1 and 10.2,  from and after the  Closing
Date,  Purchaser  agrees to indemnify,  defend and hold harmless  Seller and its
Affiliates,  and their  respective  directors,  officers,  partners,  employees,
agents and representatives  from and against any and all Indemnifiable Losses to
the extent relating to, resulting from or arising out of:

               (i) any  misrepresentation  or breach of  warranty on the part of
     Purchaser under the terms of this  Agreement,  the License  Agreement,  the
     Patent License Agreement and the Transition Services Agreement;

               (ii) any  nonfulfillment of any agreement or covenant on the part
     of Purchaser under the terms of this Agreement,  the License Agreement, the
     Patent License Agreement and the Transition Services Agreement;

               (iii) any Assumed Liabilities;

               (iv) the conduct of the Business or any portion thereof or use or
     ownership  of any of the Assets  after the Closing  Date(including  without
     limitation the breach of any Contract by Purchaser after the Closing); and

               (v)  any  liability  that  may  arise  as a  result  of  Seller's
     delivering employment records and files to Purchaser.

     10.4 Defense of Claims.

          (a) If any Indemnitee  receives notice of assertion or commencement of
any  Third  Party  Claim  against  such  Indemnitee  with  respect  to  which an
Indemnifying Party is obligated to provide indemnification under this Agreement,
the  Indemnitee  will give such  Indemnifying  Party  reasonably  prompt written
notice  thereof,  but in any event not later than 15 calendar days after receipt
of such notice of such Third Party  Claim.  Such notice will  describe the Third
Party Claim in reasonable  detail,  will include copies of all material  written
evidence  thereof  and  will  indicate  the  estimated   amount,  if  reasonably
practicable,  of the Indemnifiable Loss that has been or may be sustained by the
Indemnitee.  The Indemnifying Party will have the right to participate in or, by
giving  written  notice to the  Indemnitee,  to assume the  defense of any Third
Party Claim at such  Indemnifying  Party's own expense and by such  Indemnifying
Party's own counsel  (provided that such counsel is reasonably  satisfactory  to
the  Indemnitee),  and the  Indemnitee  will  cooperate  in good  faith  in such
defense.

          (b) If,  within 10 calendar  days after giving notice of a Third Party
Claim to an  Indemnifying  Party  pursuant  to Section  10.4(a),  an  Indemnitee
receives written notice from the Indemnifying  Party that the Indemnifying Party
has  elected to assume the  defense of such Third Party Claim as provided in the
last sentence of Section 10.4(a),  the Indemnifying Party will not be liable for
any legal expenses  subsequently  incurred by the Indemnitee in connection  with
the defense thereof; provided,  however, that if the Indemnifying Party fails to
take  reasonable  steps  necessary to defend  diligently  such Third Party Claim
within 10 calendar days after receiving  written notice from the Indemnitee that
the Indemnitee believes the Indemnifying Party has failed to take such steps, or
if the  Indemnifying  Party has not undertaken fully to indemnify the Indemnitee
in respect of all  Indemnifiable  Losses relating to the matter,  the Indemnitee
may assume its own defense,  and the  Indemnifying  Party will be liable for all
reasonable costs or expenses paid or incurred in connection  therewith.  Without
the prior written consent of the  Indemnitee,  the  Indemnifying  Party will not
enter into any settlement of any Third Party Claim which would lead to liability
or create any financial or other  obligation on the part of the  Indemnitee  for
which the  Indemnitee is not entitled to  indemnification  hereunder.  If a firm
offer is made to settle a Third Party Claim without  leading to liability or the
creation of a financial or other  obligation on the part of the  Indemnitee  for
which the  Indemnitee  is not  entitled  to  indemnification  hereunder  and the
Indemnifying  Party desires to accept and agree to such offer,  the Indemnifying
Party  will  give  written  notice  to the  Indemnitee  to that  effect.  If the
Indemnitee fails to consent to such firm offer within 10 calendar days after its
receipt of such notice,  the  Indemnitee  may continue to contest or defend such
Third Party Claim and, in such event, the maximum  liability of the Indemnifying
Party as to such Third Party Claim will not exceed the amount of such settlement
offer,  plus costs and expenses paid or incurred by the  Indemnitee  through the
end of such 10 calendar day period.

          (c) A failure  to give  timely  notice  or to  include  any  specified
information  in any notice as provided in Sections  10.4(a) or 10.4(b)  will not
affect the rights or obligations of any party  hereunder  except and only to the
extent  that,  as a result of such  failure,  any party  which was  entitled  to
receive such notice was  deprived of its right to recover any payment  under its
applicable  insurance  coverage  or was  otherwise  damaged  as a result of such
failure.

          (d) The  Indemnifying  Party  will have a period of 30  calendar  days
within which to respond in writing to any claim by an  Indemnitee  on account of
an Indemnifiable  Loss which does not result from a Third Party Claim (a "Direct
Claim").  If the Indemnifying  Party does not so respond within such 30 calendar
day period,  the Indemnifying  Party will be deemed to have rejected such claim,
in which event the  Indemnitee  will be free to pursue  such  remedies as may be
available to the  Indemnitee on the terms and subject to the  provisions of this
Article X.

          (e) If the amount of any Indemnifiable Loss, at any time subsequent to
the  making of an  Indemnity  Payment,  is reduced by  recovery,  settlement  or
otherwise under or pursuant to any insurance coverage, or pursuant to any claim,
recovery,  settlement or payment by or against any other  entity,  the amount of
such  reduction,  less  any  costs,  expenses,  premiums  or taxes  incurred  in
connection  therewith  (together with interest  thereon from the date of payment
thereof at the  annualized  rate of interest equal to the "prime" or "reference"
rate of interest as publicly announced by Chemical Bank, N.A. and in effect from
time to time during the relevant  period,  calculated on the basis of the actual
number of days elapsed over 365) will  promptly be repaid by the  Indemnitee  to
the Indemnifying Party. Upon making any Indemnity Payment the Indemnifying Party
will, to the extent of such  Indemnity  Payment,  be subrogated to all rights of
the  Indemnitee  against  any  third  party  that  is  not an  Affiliate  of the
Indemnitee in respect of the  Indemnifiable  Loss to which the Indemnity Payment
related;  provided,  however,  that (i) the Indemnifying  Party shall then be in
compliance  with  its  obligations  under  this  Agreement  in  respect  of such
Indemnifiable  Loss, and (ii) until the Indemnitee recovers fully payment of its
Indemnifiable  Loss,  any and all claims of the  Indemnifying  Party against any
such third party on account of said  Indemnity  Payment will be  subrogated  and
subordinated in right of payment to the  Indemnitee's  rights against such third
party.  Without limiting the generality or effect of any other provision hereof,
each such Indemnitee and  Indemnifying  Party will duly execute upon request all
instruments  reasonably  necessary to evidence  and perfect the above  described
subrogation and subordination rights.

     10.5 Tax Consequences of Indemnity Payment. Any Indemnity Payment hereunder
shall be treated on the  respective  tax returns of Seller and  Purchaser  as an
adjustment  to the  Purchase  Price.  In the event  that,  notwithstanding  such
treatment,  any Indemnity  Payment is determined to be taxable to the Purchaser,
then  Seller and Parent  shall  indemnify  Purchaser  for any  additional  Taxes
payable by  Purchaser  by reason of the  receipt  or  accrual of such  Indemnity
Payment (including any payment made pursuant to this Section 10.5).

                          XI. MISCELLANEOUS PROVISIONS

     11.1 Notices.  All notices and other  communications  required or permitted
hereunder will be in writing and, unless  otherwise  provided in this Agreement,
will be  deemed  to have  been  duly  given  when  delivered  in  person or when
dispatched  by  electronic  facsimile  transfer  (confirmed  in  writing by mail
simultaneously dispatched) or one business day after having been dispatched by a
nationally  recognized overnight courier service to the appropriate party at the
address specified below:

                  (a)      If to Seller, to:
                           Dialogic Corporation
                           1515 Route 10
                           Parsippany, New Jersey
                           Attention: Thomas Amato
                           Facsimile No.: 973-993-3060

                           with a copy to:

                           Theodore M. Weitz, Esq.
                           Vice President and General Counsel
                           Dialogic Corporation
                           1515 Route 10
                           Parsippany, New Jersey
                           Facsimile No.: 973-993-3060
 
                  (b)      If to Purchaser, to:

                           Texas Instruments Incorporated
                           7839 Churchill Way
                           Dallas, Texas  75251
                           P.O. Box 650311, M/S 3995
                           Dallas, Texas  75265
                           Facsimile No. (972) 917-3804
                           Attention:  Charles D. Tobin

                           with a copy to:

                           Texas Instruments Incorporated
                           8505 Forest Lane
                           Dallas, Texas  75243
                           P.O. Box 660199, M/S 8658
                           Dallas, Texas  75266-0199
                           Facsimile No. (972) 480-5061
                           Attention:  Richard J. Agnich, Esq.

or to such other  address or  addresses  as any such party may from time to time
designate as to itself by like notice.

     11.2 Expenses.  Except as otherwise  expressly provided herein,  each party
hereto will pay any expenses  incurred by it incident to this  Agreement  and in
preparing to consummate and consummating  the transactions  provided for herein.
Parent shall bear all of the attorneys'  fees and  disbursements  of the counsel
for Seller and Parent in the transaction contemplated by this Agreement.

     11.3  Successors and Assigns.  Except as otherwise  provided in Section 9.1
hereof,  this  Agreement  will be binding  upon and inure to the  benefit of the
parties hereto and their respective  successors and permitted assigns,  but will
not be assignable or delegable by any party without the prior written consent of
the other party;  provided,  however, that upon notice to Seller,  Purchaser may
assign or delegate any or all of its rights or obligations  under this Agreement
to any Affiliate  thereof  (provided that Purchaser  expressly  agrees to remain
liable  hereunder on terms  reasonably  satisfactory to Seller) or to any Person
that directly or indirectly  acquires,  after the Closing,  all or substantially
all of the  assets or  voting  stock of  Purchaser  (provided  that such  Person
expressly  agrees to assume all of  Purchaser's  obligations  hereunder on terms
reasonably satisfactory to Seller).

     11.4 Waiver. Purchaser may, by written notice to Seller, and Seller may, by
written notice to Purchaser,  (a) extend the time for  performance of any of the
obligations of the other party under this Agreement,  (b) waive any inaccuracies
in the  representations  or  warranties  of the other  party  contained  in this
Agreement,  (c) waive  compliance with any of the conditions or covenants of the
other party contained in this Agreement,  or (d) waive or modify  performance of
any of the  obligations  of the other  party  under  this  Agreement;  provided,
however,  that no such party may, without the prior written consent of the other
parties,  make or grant  such  extension  of time,  waiver  of  inaccuracies  or
compliance or waiver or modification of performance  with respect to its (or any
of  its  Affiliates')  representations,   warranties,  conditions  or  covenants
hereunder.  Except as provided in the immediately  preceding sentence, no action
taken  pursuant  to this  Agreement  will be  deemed to  constitute  a waiver of
compliance  with  any  representations,   warranties,  conditions  or  covenants
contained in this  Agreement and will not operate or be construed as a waiver of
any subsequent breach, whether of a similar or dissimilar nature.

     11.5 Entire Agreement;  Disclosure Schedules This Agreement (which includes
the  Schedules  and Exhibits  hereto and the Letter,  as such term is defined in
Schedule 3.2(b) hereto),  the confidentiality  agreement executed by the parties
hereto on August  29,  1997 and any other  side  letter  executed  by Seller and
Purchaser as of the date hereof  relating to this Agreement  supersede any other
agreement,  whether  written or oral, that may have been made or entered into by
any party or any of their respective Affiliates (or by any director,  officer or
representative   thereof)  relating  to  the  matters  contemplated  hereby  and
constitutes  the  entire  agreement  by and among  the  parties  hereto.  Unless
otherwise specified, references to "Schedules" herein refer to the corresponding
schedule set forth in the disclosure Schedules attached hereto.

     11.6  Amendments,  Supplements,  Etc.  This  Agreement  may be  amended  or
supplemented  at any time by  additional  written  agreements as may mutually be
determined  by  Purchaser,  Parent  and  Seller to be  necessary,  desirable  or
expedient to further the purposes of this  Agreement or to clarify the intention
of the parties.

     11.7 Rights of the Parties. Nothing express or implied in this Agreement is
intended or will be  construed  to confer upon or give any Person other than the
parties hereto and their Affiliates any rights or remedies under or by reason of
this Agreement or any transaction contemplated hereby.

     11.8 Further AssurancesXI.8 Further Assurances. From time to time after the
Closing,  as and when  requested  by any party  hereto,  the other  parties will
execute and deliver,  or cause to be executed and delivered,  all such documents
and  instruments as may be reasonably  necessary to consummate the  transactions
contemplated by this Agreement.

     11.9  Applicable  Law This  Agreement  and the  legal  relations  among the
parties  hereto will be governed by and construed in  accordance  with the rules
and substantive  laws of the State of Texas,  United States of America,  without
regard to conflicts of law provisions thereof.

     11.10  Execution  in  CounterpartsXI.10  Execution  in  Counterparts.  This
Agreement  may be  executed in two or more  counterparts,  each of which will be
deemed an original,  but all of which together will  constitute one and the same
agreement.

     11.11 Titles and HeadingsXI.11 Titles and Headings.  Titles and headings to
Sections  herein are inserted for  convenience  of reference  only,  and are not
intended  to be a part of or to affect  the  meaning or  interpretation  of this
Agreement.

     11.12 Invalid ProvisionsXI.12 Invalid Provisions.  If any provision of this
Agreement is held to be illegal,  invalid, or unenforceable under any present or
future law, and if the rights or  obligations  under this Agreement of Seller on
the one hand  and  Purchaser  on the  other  hand  will  not be  materially  and
adversely affected thereby, (a) such provision will be fully severable; (b) this
Agreement  will be  construed  and  enforced  as if such  illegal,  invalid,  or
unenforceable  provision  had never  comprised a part hereof;  (c) the remaining
provisions of this  Agreement  will remain in full force and effect and will not
be  affected by the  illegal,  invalid,  or  unenforceable  provision  or by its
severance  from this  Agreement;  and (d) in lieu of such illegal,  invalid,  or
unenforceable  provision,  there will be added  automatically  as a part of this
Agreement a legal, valid, and enforceable  provision as similar in terms to such
illegal, invalid, or unenforceable provision as may be possible.

     11.13 Bulk Sales. Purchaser waives compliance by Seller with the provisions
of the so-called bulk sales laws of any jurisdiction;  provided,  however,  that
Seller will indemnify,  defend and hold harmless Purchaser and its Affiliates in
respect of any Indemnifiable  Loss relating to, resulting from or arising out of
Seller's failure so to comply with such laws in connection with the transactions
contemplated by this Agreement.

     11.14  Transfers.  After the  Closing,  Purchaser,  Parent and Seller  will
cooperate  and take such action as may be  reasonably  requested by the other in
order to effect an  orderly  transfer  of the  Assets  and the  Business  with a
minimum of disruption to the operations and employees of Purchaser and Seller.

     11.15  Passage of Title and Risk of Loss Legal title,  equitable  title and
risk of loss with  respect to the Assets will not pass to  Purchaser  until such
Assets are  transferred at the Closing,  which  transfer,  once it has occurred,
will be deemed effective for tax, accounting and other computational purposes as
of 11:59 P.M. (Central Time) on the Closing Date.

     11.16 Material Adverse Effect. For purposes of this Agreement,  an event or
matter shall be deemed to have a "Material  Adverse Effect" upon a party if such
event or matter had, or could reasonably be expected to have, a material adverse
effect  on (a) the  consolidated  or,  in the  case of  Seller,  unconsolidated,
results of  operations  or financial  condition or total assets of such party or
(b) the  ability  of  Purchaser  to  conduct  the  Business  after the  Closing;
provided,  however, that notwithstanding the foregoing, an event or matter shall
not be deemed to have a "Material Adverse Effect" upon Seller if either (x) such
event or matter has a  substantially  similar impact upon Seller's  business and
other  businesses  in Seller's  industry or (y) such event or matter  involves a
loss of one or more customers as a result of the fact that Purchaser, Seller and
Parent have executed this  Agreement  and plan to  consummate  the  transactions
contemplated hereby.
 
     11.17 Knowledge. Parent and Seller shall be deemed to have "Knowledge" of a
matter or event if, and only if, such matter or event is actually  known,  after
reasonable  inquiry  under  the  circumstances  (it being  understood  that such
inquiry shall not require any Person to access any information that appears on a
database that is not maintained by Seller),  by either  Charles  House,  Michael
Stein,  Robert Frankel,  David Russo,  Michael  Mercadante,  Howard Bubb, Thomas
Amato,  Theodore Weitz (but, as to Mr. Weitz,  only with respect to matters that
may be disclosed by Mr. Weitz without breaching any privilege or confidentiality
obligation  owed by Mr.  Weitz  to  Seller,  Parent  or their  Affiliates),  Ken
Cardinal  (but, as to Ken Cardinal,  only with respect to matters  pertaining to
employment benefits and other employment  matters),  Ray Wagstaff,  Robert Howry
(but, as to Messrs.  Wagstaff and Howry, only with respect to matters pertaining
to sales and  marketing),  Mark Grossen or Jeffrey  Kaplan  (but,  as to Messrs.
Grossen and Kaplan,  only with  respect to matters  pertaining  to  Intellectual
Property  and,  as to Mr.  Kaplan,  only with  respect  to  matters  that may be
disclosed by Mr.  Kaplan  without  breaching  any  privilege or  confidentiality
obligation owed by Mr. Kaplan to Seller, Parent or their Affiliates).

     11.18  Forum.  IN  THE  EVENT  THAT  PURCHASER  ELECTS  TO  COMMENCE  LEGAL
PROCEEDINGS  HEREUNDER AGAINST SELLER OR PARENT, SUCH ACTION SHALL BE BROUGHT IN
A STATE COURT OR FEDERAL COURT SITTING IN OR COVERING MORRIS COUNTY, NEW JERSEY.
IN THE EVENT THAT SELLER OR PARENT ELECT TO COMMENCE LEGAL PROCEEDINGS HEREUNDER
AGAINST  PURCHASER,  SUCH  ACTION  SHALL BE BROUGHT IN A STATE  COURT OR FEDERAL
COURT SITTING IN DALLAS COUNTY, TEXAS.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                            TEXAS INSTRUMENTS INCORPORATED


                                            By:/s/_________________________
                                                  Name:
                                                  Title:


                                            DIALOGIC CORPORATION


                                            By:/s/_________________________
                                                  Name:
                                                  Title:


                                            SPECTRON MICROSYSTEMS, INCORPORATED


                                            By:/s/_________________________
                                                  Name:
                                                  Title:

<PAGE>

                                                                        Page

                                      (XLV)

                              LIST OF DEFINED TERMS

Affiliate...........................................................Section 4.21
Agreement............................................................   Preamble
Assets.............................................................. Section 1.1
Assumed Liabilities................................................. Section 2.1
Business   Recitals
Closing Date Payment..............................................Section 3.2(a)
Closing Date........................................................ Section 8.1
Closing..............................................................Section 8.1
Code............................................................ Section 4.14(a)
Commercial Owned Software....................................... Section 4.10(c)
Confidential Information............................................ Section 9.2
Confidential Software............................................Section 4.11(b)
Contracts.........................................................Section 1.1(c)
Direct Claim.................................................... Section 10.4(d)
Documentation................................................... Section 4.10(c)
Employee Plans..................................................... Section 4.13
Employee Plans...................................................Section 4.14(a)
Employment Term Sheets..............................................Section 6.11
Environmental Costs and Liabilities............................. Section 4.17(b)
Environmental Law............................................... Section 4.17(b)
ERISA........................................................... Section 4.12(d)
Financial Statements................................................ Section 4.6
GAAP................................................................ Section 4.6
Goods Contracts............................................... Section 4.8(a)(2)
Governmental Approval............................................... Section 4.4
Governmental Authority........................................... Section 1.3(a)
Hazardous Material.............................................. Section 4.17(b)
HSR Act............................................................. Section 4.4
Indemnifiable Losses............................................... Section 10.2
Indemnifying Party................................................. Section 10.2
Indemnitee......................................................... Section 10.2
Indemnity Payment.................................................. Section 10.2
Intellectual Property............................................ Section 1.1(f)
Interim Balance Sheet Date.........................................  Section 4.6
Know-How......................................................... Section 1.1(f)
Knowledge........................................................ Section 11.17
liabilities......................................................... Section 4.7
License Agreement................................................ Section 8.2(f)
Liens............................................................... Section 1.1
Patent License Agreement......................................... Section 8.2(h)
Material Adverse Effect............................................. Section 4.1
Material Adverse Effect........................................... Section 11.16
Not-Owned IP..................................................... Section 4.9(b)
Not-Owned Software.............................................. Section 4.10(b)
November Balance Sheet.............................................. Section 4.6
Obligations........................................................  Section 4.7
Opinion of Seller's counsel...................................... Section 8.2(e)
Outside Date........................................................ Section7A.1
Owned IP......................................................... Section 4.9(a)
Owned Software...................................................Section 4.10(a)
Parent ................................................................ Preamble
Pension Plans................................................... Section 4.13(a)
Pension Plans................................................... Section 4.14(a)
Permits.........................................................  Section 1.1(h)
Permitted Actions...........................................Section 6.6(a)(i)(C)
Permitted Liens.................................................... Section 4.18
Person.............................................................. Section 4.4
Products............................................................... Recitals
Purchase Price...................................................... Section 3.1
Purchaser Ancillary Documents....................................... Section 5.2
Purchaser.............................................................  Preamble
Real Property Leases............................................. Section 1.1(g)
Real Property.....................................................Section 1.1(g)
Registered Owned IP...............................................Section 4.9(a)
Retained Liabilities................................................ Section 2.2
Seller Ancillary Documents.......................................... Section 4.2
Seller................................................................. Preamble
Service Contracts............................................. Section 4.8(a)(2)
Software......................................................... Section 1.1(f)
Tax Returns..................................................... Section 4.19(h)
Tax ............................................................ Section 4.19(h)
Taxes........................................................... Section 4.19(h)
Third Party Claim.................................................. Section 10.2
TI..................................................................... Preamble
Trade Secrets.................................................... Section 1.1(f)
Transaction......................................................... Section 7.1
Transfer Documents............................................... Section 8.2(a)
Transferred Employees........................................... Section 6.12(a)
Transition Services Agreement.................................... Section 8.2(i)
Works of Authorship.............................................. Section 1.1(f)

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