EXHIBIT 10.1

                            STOCK PURCHASE AGREEMENT

                                  by and among

                                JAY L. FRIEDLAND,

                                ROBERT LA TERRA,

                            GUIDELINE RESEARCH CORP.

                                       and

                                 FIND/SVP, INC.

                            Dated as of April 1, 2003

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                                TABLE OF CONTENTS

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ARTICLE I: DEFINITIONS............................................................................................2

ARTICLE II: SALE AND PURCHASE OF SHARES...........................................................................9

   SECTION 2.1    PURCHASE OF SHARES..............................................................................9
   SECTION 2.2    CONSIDERATION..................................................................................10
   SECTION 2.3    ONE YEAR DEFERRED CONSIDERATION................................................................10
   SECTION 2.4    TWO YEAR DEFERRED CONSIDERATION................................................................11
   SECTION 2.5    PAYMENT OF CONSIDERATION.......................................................................11
   SECTION 2.6    PUT OPTION.....................................................................................11
      (A)   PRICE................................................................................................11
      (B)   NUMBER OF SHARES EXERCISABLE.........................................................................11
      (C)   GUARANTY OF DAVID WALKE..............................................................................12
      (D)   SECURITY FOR DW GUARANTY.............................................................................12
      (E)   PAYMENT AND DELIVERY TERMS...........................................................................13
      (F)   ASSIGNMENT...........................................................................................13
      (G)   ADJUSTMENTS TO CONSIDERATION SHARES..................................................................13
      (H)   EXTENSION OF EXERCISE PERIOD.........................................................................13
      (I)   BLACKOUT PERIODS.....................................................................................13
      (J)   EXERCISE OF CONSIDERATION SHARES PUT WITH RESPECT TO ESCROW CONSIDERATION SHARES.....................13
      (K)   SECOND EXERCISE OF CONSIDERATION SHARES..............................................................14
   SECTION 2.7    DETERMINATION OF CALCULATIONS..................................................................14
   SECTION 2.8    LEGENDING OF CONSIDERATION SHARES..............................................................15

ARTICLE III: CLOSING.............................................................................................16

   SECTION 3.1    TIME AND PLACE OF CLOSING......................................................................16
   SECTION 3.2    CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE........................................16
      (A)   REPRESENTATIONS AND WARRANTIES.......................................................................16
      (B)   COMPLIANCE WITH OBLIGATIONS..........................................................................16
      (C)   NO MATERIAL ADVERSE CHANGE...........................................................................16
      (D)   CONSENTS.............................................................................................16
      (E)   DUE DILIGENCE........................................................................................17
      (F)   NO INJUNCTIONS. ETC..................................................................................17
      (G)   RECEIPT OF DOCUMENTS, ETC............................................................................17
      (H)   SUBSIDIARIES.........................................................................................18
      (I)   AUDITED FINANCIAL STATEMENTS AND ADDITIONAL FINANCIAL STATEMENTS.....................................18
   SECTION 3.3    CONDITIONS PRECEDENT TO THE SHAREHOLDERS' OBLIGATIONS TO CLOSE.................................18
      (A)   REPRESENTATIONS AND WARRANTIES.......................................................................18
      (B)   COMPLIANCE WITH OBLIGATIONS..........................................................................18
      (C)   NO INJUNCTIONS. ETC..................................................................................19
      (D)   RECEIPT OF DOCUMENTS, ETC............................................................................19

ARTICLE IV: REPRESENTATIONS AND WARRANTIES.......................................................................19

   SECTION 4.1 REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS................................................19
      (A)   ORGANIZATION AND STANDING OF THE CONSOLIDATED COMPANIES..............................................19
      (B)   ARTICLES OF INCORPORATION, BYLAWS AND CORPORATE RECORDS OF THE CONSOLIDATED COMPANIES................20
      (C)   CAPITALIZATION OF THE CORPORATION....................................................................20
      (D)   CAPITALIZATION OF THE SUBSIDIARIES...................................................................21
      (E)   AUTHORITY............................................................................................21
      (F)   SUBSIDIARIES.........................................................................................22
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      (G)   FINANCIAL STATEMENTS:  LIABILITIES AND OBLIGATIONS OF THE CONSOLIDATED COMPANIES.....................22
      (H)   TAXES................................................................................................22
      (I)   TANGIBLE PROPERTY....................................................................................23
      (J)   BUYOUT AGREEMENTS....................................................................................24
      (K)   AGREEMENT RELATED TO OTHER INSTRUMENTS...............................................................24
      (L)   ABSENCE OF CHANGES...................................................................................24
      (M)   LITIGATION...........................................................................................26
      (N)   LICENSES AND PERMITS: COMPLIANCE WITH LAW............................................................27
      (O)   REAL PROPERTY LEASES.................................................................................27
      (P)   REAL PROPERTY OWNERSHIP..............................................................................28
      (Q)   INTELLECTUAL PROPERTY................................................................................28
      (R)   CONTRACTS............................................................................................31
      (S)   LABOR MATTERS........................................................................................32
      (T)   PENSION AND BENEFIT PLANS............................................................................32
      (U)   INSURANCE............................................................................................35
      (V)   EMPLOYEES............................................................................................36
      (W)   CUSTOMERS AND SUPPLIERS..............................................................................36
      (X)   GOVERNMENTAL APPROVALS...............................................................................37
      (Y)   POWERS OF ATTORNEY...................................................................................37
      (Z)   GUARANTIES...........................................................................................37
      (AA)  TRANSACTIONS WITH RELATED PARTIES....................................................................37
      (BB)  BROKERS AND INTERMEDIARIES...........................................................................38
      (CC)  TITLE TO SECURITIES..................................................................................38
      (DD)  LIST OF ACCOUNTS AND PROXIES.........................................................................38
      (EE)  ENVIRONMENTAL AND SAFETY MATTERS.....................................................................38
      (FF)  ACCOUNTS RECEIVABLE, NOTES RECEIVABLE, AND COSTS IN EXCESS OF BILLING................................39
      (GG)  INVESTMENT IN THE CONSIDERATION SHARES...............................................................39
      (HH)  DISCLOSURE...........................................................................................40
      (II)  FIRPTA...............................................................................................40
   SECTION 4.2    REPRESENTATIONS AND WARRANTIES OF PURCHASER....................................................40
      (A)   ORGANIZATION AND STANDING............................................................................40
      (B)   CORPORATE POWER AND AUTHORITY........................................................................40
      (C)   AGREEMENT DOES NOT VIOLATE OTHER INSTRUMENTS.........................................................40
      (D)   LITIGATION...........................................................................................41
      (E)   APPROVALS............................................................................................41
      (F)   BROKERS AND INTERMEDIARIES...........................................................................41
      (G)   SOLVENCY.............................................................................................41

ARTICLE V: COVENANTS.............................................................................................41

   SECTION 5.1    AFFIRMATIVE COVENANTS OF THE SHAREHOLDERS......................................................41
   SECTION 5.2    AFFIRMATIVE COVENANTS OF THE SHAREHOLDERS......................................................42
   SECTION 5.3    NEGATIVE COVENANTS OF THE SHAREHOLDERS.........................................................42
   SECTION 5.4    AFFIRMATIVE COVENANTS OF PURCHASER.............................................................45
   SECTION 5.5    NOTIFICATION...................................................................................45
   SECTION 5.6    CONFIDENTIALITY................................................................................46
   SECTION 5.7    FURTHER ASSURANCES.............................................................................46
   SECTION 5.8    COVENANT NOT TO COMPETE........................................................................46
   SECTION 5.9    ACQUISITION PROPOSALS: NO SOLICITATION.........................................................50
   SECTION 5.10   SUBSIDIARY SHAREHOLDERS........................................................................50
   SECTION 5.11   TAX COVENANTS..................................................................................50

ARTICLE VI: TERMINATION..........................................................................................53

   SECTION 6.1    TERMINATION BY PURCHASER.......................................................................53
   SECTION 6.2    TERMINATION BY THE SHAREHOLDERS................................................................54
   SECTION 6.3    REMEDIES FOR FAILURE TO CLOSE..................................................................54
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   SECTION 6.4    NOTICE OF TERMINATION..........................................................................55

ARTICLE VII: INDEMNIFICATION.....................................................................................55

   SECTION 7.1    SURVIVAL OF THE REPRESENTATIONS AND WARRANTIES.................................................55
   SECTION 7.2     INVESTIGATION.................................................................................55
   SECTION 7.3    INDEMNIFICATION GENERALLY......................................................................55
   SECTION 7.4    OBLIGATION.....................................................................................58

ARTICLE VIII: MISCELLANEOUS PROVISIONS...........................................................................59

   SECTION 8.1    EXPENSES.......................................................................................59
   SECTION 8.2    GOVERNING LAW..................................................................................59
   SECTION 8.3    NOTICES........................................................................................59
   SECTION 8.4    PRESS RELEASES, ETC............................................................................60
   SECTION 8.5    NO WAIVER OF REMEDIES, ETC.....................................................................60
   SECTION 8.6    ARBITRATION....................................................................................60
   SECTION 8.7    COUNTERPARTS...................................................................................61
   SECTION 8.8    SECTION AND OTHER HEADINGS.....................................................................61
   SECTION 8.9    ENTIRE AGREEMENT; INCORPORATION BY REFERENCE...................................................61
   SECTION 8.10   BINDING EFFECT.................................................................................61
   SECTION 8.11   AMENDMENT OR MODIFICATION......................................................................61
   SECTION 8.12   WAIVER.........................................................................................61
   SECTION 8.13   SEVERABILITY...................................................................................62
   SECTION 8.14   ASSIGNMENT.....................................................................................62
   SECTION 8.15   GUARANTY OF THE CORPORATION....................................................................62
   SECTION 8.16   SHAREHOLDER MANAGEMENT POSITION................................................................62
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                             Exhibits and Schedules

Exhibit A                      Escrow Agreement
Exhibit B                      Capitalization of the Subsidiaries
Exhibit 2.6(i)                 Put Notice
Exhibit 2.6(ii)(a) and (b)     Letters of Credit
Exhibit 3.2(x)                 Form of Opinion of Wormser, Kiely, Galef &
                               Jacobs LLP
Exhibit 3.2(xii)               Form of Closing Date Release
Exhibit 3.3(d)                 Form of Opinion of Kane Kessler, P.C.

Schedule 2.3                   Year End Deferred Consideration Amount
Schedule 2.4                   Two Year Deferred Consideration Amount
Schedule 2.5                   Payment of Consideration
Schedule 2.6                   Consideration Shares Put
Schedule 4.1(a)                Foreign Qualifications
Schedule 4.1(c)                Convertible Securities/Voting Agreements
Schedule 4.1(d)                Capitalization of Subsidiaries
Schedule 4.1(e)                Required Consents (Shareholders)
Schedule 4.1(f)                Other Interests
Schedule 4.1(g)(i)             Consolidated Financial Statements
Schedule 4.1(g)(ii)            Additional Financial Statements
Schedule 4.1(h)                Taxes


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Schedule 4.1(i)                Tangible Property
Schedule 4.1(j)                Subsidiary Share Purchase Agreements
Schedule 4.1(k)                Required Consents (Consolidated Companies)
Schedule 4.1(l)                Absence of Changes
Schedule 4.1(m)                Litigation
Schedule 4.1 (n)               Reports of Inspections
Schedule 4.1 (o)               Real Property Leases
Schedule 4.1 (q)               Intellectual Property
Schedule 4.1 (r)(i)            Contracts
Schedule 4.1 (r)(ii)           Material Agreements
Schedule 4.1 (s)               Labor Matters
Schedule 4.1 (t)               Employee Benefit Plans
Schedule 4.1 (u)               Insurance
Schedule 4.1 (v)(i)            Employment Agreements
Schedule 4.1 (v)(ii)           Salary and Compensation of Officers, Directors,
                               Consultants and Employees
Schedule 4.1 (v)(iii)          Employee Policies and Manuals
Schedule 4.1 (w)               Customer Disputes
Schedule 4.1 (x)               Governmental Approvals
Schedule 4.1 (y)               Powers of Attorney
Schedule 4.1 (z)               Guaranties
Schedule 4.1 (aa)              Related Party Transactions
Schedule 4.1 (bb)              Brokers and Intermediaries
Schedule 4.1 (dd)              Bank Accounts and Proxies
Schedule 4.1 (ee)              Environmental and Safety Matters
Schedule 4.2 (c)               Violation of Purchaser Agreements
Schedule 5.3(a)                Changes in Compensation or Benefits Prior to
                               Closing
Schedule 5.3(e)                Material Agreements Prior to Closing Date
Schedule 5.3(f)                Commitments or Transactions Prior to Closing Date
Schedule 5.3(k)                Redemption or Purchase of Shares
Schedule 5.3(m)                Application of Assets for Debt
Schedule 5.3(p)                Prepayment of Debt
Schedule 5.3(q)                Payment to a Shareholder
Schedule 5.11                  Liabilities and Accruals for Taxes


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                            STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement"),  dated as of April 1,
2003, (the "Effective Date") is entered into by and among FIND/SVP,  INC., a New
York corporation with its principal  offices at 625 Avenue of the Americas,  New
York, New York 10011 ("Purchaser");  JAY L. FRIEDLAND, an individual residing at
425 E. 58th Street, New York, New York 10022 ("Friedland");  ROBERT LA TERRA, an
individual  residing  at 85 Magnolia  Avenue,  Montvale,  New Jersey  07645 ("La
Terra") (Friedland and La Terra are hereinafter sometimes  collectively referred
to as the "Shareholders" and individually as a "Shareholder"); only with respect
to Sections 2.4, 5.3(e),  7.3(c) and 8.1,  GUIDELINE  RESEARCH CORP., a New York
corporation with its principal offices at 3 West 35th Street, New York, New York
(the "Corporation").

                              W I T N E S S E T H:

      WHEREAS,  the Shareholders  are the legal and beneficial  owners of all of
the issued and outstanding  shares of capital stock of Guideline Research Corp.,
a New York corporation with its principal offices located at 3 West 35th Street,
New York, New York 10041 (the "Corporation"); and

      WHEREAS,  Advanced  Analytics,  Inc.,  a New York  corporation  ("Advanced
Analytics") is a subsidiary of the Corporation, the outstanding capital stock of
which,  prior  to the  Closing,  is  owned  seventy-five  percent  (75%)  by the
Corporation and twenty-five percent (25%) by Morris Whitcup ("Whitcup"); and

      WHEREAS,  Guideline/Chicago,  Inc.,  an Illinois  corporation  ("Guideline
Chicago") is a subsidiary of the  Corporation,  all of the  outstanding  capital
stock of which is owned entirely by the Corporation; and

      WHEREAS,  Tabline Data Services,  Inc., a New York corporation ("Tabline")
is a subsidiary  of the  Corporation,  all of the  outstanding  capital stock of
which is owned entirely by the Corporation; and

      WHEREAS,  Guideline  Consulting Corp., a New York corporation  ("Guideline
Consulting") is a subsidiary of the Corporation,  the outstanding  capital stock
of which, prior to the Closing, is owned eighty percent (80%) by the Corporation
and twenty percent (20%) by Nicholas Tortorello ("Tortorello"); and

      WHEREAS,  immediately  prior  to  Closing  the  Shareholders  or  Advanced
Analytics  shall  acquire  all of the issued and  outstanding  shares of capital
stock of Advanced Analytics issued to Whitcup; and

      WHEREAS,  immediately  prior to  Closing  the  Shareholders  or  Guideline
Consulting  shall  acquire all of the issued and  outstanding  shares of capital
stock of Guideline Consulting issued to Tortorello; and


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      WHEREAS,  the  Shareholders  desire  to sell,  and  Purchaser  desires  to
acquire,  all of the shares of the capital  stock of the  Corporation,  upon the
terms and conditions set forth herein.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
and promises herein  contained,  Purchaser and the Shareholders  hereby agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

      As used herein,  the  following  terms shall have the  following  meanings
unless the context otherwise requires:

      "Acquisition Proposal" has the meaning set forth in Section 5.9 below.

      "Additional  Financial  Statements"  means (a) the  unaudited and reviewed
balance  sheets  and  related  statements  of  income  and  cash  flows  of  the
Consolidated  Companies for the  nine-month  period ending October 31, 2002, (b)
the unaudited  balance sheet and income statement of the Consolidated  Companies
for the  twelve-month  period  ending  January 31, 2003,  and (c) the  unaudited
balance  sheet and income  statement of the  Consolidated  Companies for the two
month  period  ending  March  31,  2003,  all as  attached  hereto  as  SCHEDULE
4.1(g)(ii).

      "Affiliate"  of a  Person  means a Person  that  directly,  or  indirectly
through one or more intermediaries,  controls,  or is controlled by, or is under
common control with such Person.  The term "Affiliate"  shall include any Person
that  owns or has  control  over  more  than ten  percent  (10%)  of the  equity
interests in another Person. With respect to Section 5.8 only, "Affiliate" shall
only mean the  subsidiaries  and related  entities of Purchaser set forth in its
filings  with  the U.S.  Securities  and  Exchange  Commission  pursuant  to the
Securities Exchange Act of 1934.

      "After-Tax  Basis" shall mean  grossing up of an  indemnification  payment
under  this  Agreement  for a Tax cost,  if any,  to the Person  receiving  such
payment  arising  from  the  receipt  or  accrual  thereof,  and in the  case of
indemnification  payments under this Agreement,  reduced by the Tax benefit,  if
any, to the Person  receiving such payment  resulting from its or a Consolidated
Company's incurring the damages, loss, liability, or expense giving rise to such
payment or the payment of any Taxes indemnified hereunder.

      "Agents" has the meaning set forth in Section 5.9 below.

      "Applicable  Law" means,  with respect to any Person,  any  international,
national,  regional,  state or local  treaty,  statute,  law,  ordinance,  rule,
administrative action, regulation, order, writ, injunction,  judgment, decree or
other  requirement of any Governmental  Entity and any  requirements  imposed by
common  law or case law,  applicable  to such  Person or any of its  properties,
assets,  officers,  directors,  employees,  consultants or agents (in connection
with their


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activities  on  behalf  of  such  Person).   Applicable  Law  includes,  without
limitation, environmental laws, state and local zoning laws and ordinances, land
use and building laws,  laws  respecting the sale of services,  laws  respecting
employment and labor, and laws respecting bidding on contracts.

      "Assets"  means  all  tangible  and  intangible   property  owned  by  the
Consolidated  Companies  and any  other  assets  of the  Consolidated  Companies
designated as assets pursuant to GAAP.

      "Audit" means the audit of the Consolidated Companies for the fiscal years
ending January 31, 2001 and January 31, 2002 to be completed prior to Closing by
auditors designated by Purchaser.

      "Audited Financial Statements" means the audited balance sheet and related
statements of income and cash flows of the Consolidated Companies to be prepared
in connection with the Audit.

      "Average  Closing Price" means the average  closing price of the Purchaser
Common Stock quoted on the NASDAQ System for a ten (10) consecutive  trading day
period ending on the second trading day prior to the Closing Date.

      "Average  Put Price"  means,  as of the  Exercise  Date, a per share price
equal to the average  closing price of the Purchaser  Common Stock quoted on the
NASDAQ  System  for a ten (10)  consecutive  trading  day  period  ending on the
trading day  immediately  prior to the Exercise Date;  provided that in no event
shall such per share price exceed 150% of the Average Closing Price.

      "Business"  means market research and consulting  services based primarily
on survey research and related  methods,  including  related field work and data
tabulation services.

      "CERCLA" shall have the meaning set forth in Section 4.1(ee).

      "Closing" means the consummation of the transactions  provided for in this
Agreement.

      "Closing  Date"  means the date on which the  Closing  occurs  pursuant to
Section 3.1 hereof.

      "Code"  means the  Internal  Revenue  Code of 1986,  as  amended,  and any
successor statutes thereto.

      "Common Shares" means all of the issued and  outstanding  shares of Common
Stock.

      "Common Stock" means the  authorized  common stock,  no par value,  of the
Corporation.

      "Consideration Shares" has the meaning set forth in Section 2.2 below.


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      "Consideration Shares Put" has the meaning set forth in Section 2.6 below.

      "Consolidated Company" and "Consolidated  Companies" means the Corporation
and the Subsidiaries.

      "Consolidated  Companies Intellectual Property" shall have the meaning set
forth in Section 4.1(q).

      "Consolidated  Financial  Statements" shall mean the audited  consolidated
balance sheet of the  Consolidated  Companies as of January 31, 2001 and January
31, 2002 and the audited consolidated statements of income and cash flow for the
years then ended, both as attached hereto as SCHEDULE 4.1(g)(i).

      "Content" shall mean any and all information,  pictures, images, graphics,
video,  text, and any other content or  information,  in whatever form or on any
media.

      "Corporation" means Guideline Research Corp., a New York corporation.

      "Determining  Accountants"  has the meaning set forth in Section 2.7(b) of
this Agreement.

      "Effective  Date" has the meaning set forth in the first paragraph of this
Agreement.

      "Employee Benefit Plan" means any (a) nonqualified  deferred  compensation
or retirement plan or arrangement which is an Employee Pension Benefit Plan, (b)
qualified  defined  contribution  retirement  plan or  arrangement  which  is an
Employee Pension Benefit Plan, (c) qualified defined benefit  retirement plan or
arrangement   which  is  an  Employee   Pension   Benefit  Plan  (including  any
Multiemployer  Plan),  or (d) Employee  Welfare  Benefit Plan or material fringe
benefit plan or program.

      "Employee  Pension Benefit Plan" has the meaning set forth in Section 3(2)
of ERISA.

      "Employee  Welfare Benefit Plan" has the meaning set forth in Section 3(1)
of ERISA.

      "Encumbrance" shall mean any mortgage,  lien,  security interest,  pledge,
encumbrance,  restriction on use,  voting or  transferability,  defect of title,
charge or claim of any nature  whatsoever on any property or property  interest,
exclusive of any  obligations  under New York Business  Corporation  Law Section
630.

      "Environmental Release" shall have the meaning set forth in CERCLA.

      "Environmental  and Safety  Requirements"  shall mean all  Applicable  Law
concerning  public health and safety,  worker health and safety and pollution or
protection of the environment (including, without limitation, all those relating
to the presence, use, production,  generation,  handling, transport,  treatment,
storage,  disposal,  distribution,  labeling,  testing,  processing,  discharge,
Environmental Release,  threatened  Environmental Release, control or cleanup of
any


                                       4
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hazardous or  otherwise  regulated  materials,  substances  or wastes,  chemical
substances or mixtures, pesticides,  pollutants,  contaminants, toxic chemicals,
petroleum products or distillates, asbestos, polychlorinated biphenyls, noise or
radiation).

      "Equity Equivalents" has the meaning set forth in Section 2.6(g) below.

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

      "Escrow Agent" means the law firm of Kane Kessler, P.C., having an address
at 1350 Avenue of the Americas, New York, New York 10019.

      "Escrow  Agreement" means that certain escrow agreement to be entered into
at  Closing by and among the  Escrow  Agent,  Purchaser,  the  Shareholders  and
Whitcup substantially in the form annexed hereto as EXHIBIT A.

      "Exercise  Date"  shall  mean one (1)  business  day after the  receipt by
Purchaser of a Put Notice from a Shareholder during the Exercise Period.

      "Exercise Period" has the meaning set forth in Section 2.6 below.

      "Exercise Price" has the meaning set forth in Section 2.6 below.

      "Exercise Shares" has the meaning set forth in Section 2.6 below.

      "Fiduciary" has the meaning set forth in Section 3(21) of ERISA.

      "GAAP" means U.S. generally accepted accounting  principles,  consistently
applied.

      "Governmental Entity" shall mean any national, international, territorial,
state, regional, provincial or local governmental authority,  quasi-governmental
authority,  instrumentality,  court, government or self-regulatory organization,
commission,   tribunal  or  organization   or  any  regulatory,   administrative
commission or other agency, or any political or other subdivision, department or
branch of any of the foregoing, or any arbitrator or mediator.

      "Guaranty" shall mean, as to any Person, all liabilities or obligations of
such Person,  with respect to any indebtedness or other obligations of any other
person,  which have been  guaranteed,  directly or indirectly,  in any manner by
such Person,  through an agreement,  contingent or otherwise,  primarily for the
purpose  of  enabling  the  debtor  to  make  payment  of such  indebtedness  or
obligation  or to  guarantee  the payment to the owner of such  indebtedness  or
obligation  against  loss,  or to supply funds to or in any manner invest in the
debtor, or otherwise.

      "Insurance Policies" has the meaning set forth in Section 4.1(u) below.

      "Intellectual   Property"   shall   mean  any  United   States,   foreign,
international  and state  patents  and patent  applications,  industrial  design
registrations,  certificates  of  invention  and utility  models  (collectively,
"Patents"); trademarks, service marks, and trademark or service mark


                                       5
<PAGE>

registrations  and  applications,  trade names,  logos,  designs,  slogans,  and
general  intangibles of like nature,  together with all goodwill  related to the
foregoing  (collectively,  "Trademarks");  Internet  domain  names;  copyrights,
copyright  registrations,  renewals and applications  for copyrights,  including
without  limitation  for the Content and the Software  (each as defined  herein)
(collectively,  "Copyrights");  Content; Software, technology, trade secrets and
other  confidential  information,  know-how,  proprietary  processes,  formulae,
algorithms, models and methodologies, rights of privacy and publicity, including
but not limited to, the names,  likenesses,  voices and biographical information
of real persons, and all license agreements and other agreements granting rights
relating to any of the foregoing which are classified as intangible assets under
GAAP.

      "Knowledge", whether capitalized or not, means (i) the actual knowledge of
such Person  after due inquiry or (ii)  knowledge  that such Person  should have
reasonably  been  expected to know in the Ordinary  Course of  Business,  unless
otherwise  provided  for  herein  to the  contrary.  A  Person  (other  than  an
individual)  will be deemed to have  "knowledge"  of a particular  fact or other
matter if any of such Person's current Affiliates,  officers or directors,  has,
or at any time had,  knowledge of such fact or other  matter.  In addition,  the
Shareholders  and each of the  Consolidated  Companies  shall be  deemed to have
"knowledge"  of a  particular  fact or other  matter  if Tyrone  Albert,  Morris
Whitcup,  Robert Reitter,  Nicholas Tortorello,  Bruce Kavitsky,  Francis Nuzzi,
Beth Wilson,  Christine  Ward and Arye  Lubovitz  has  knowledge of such fact or
matter.

      "Lease" and "Leases" have the meanings set forth in Section 4.1(o) below.

      "Leased Property" has the meaning set forth in Section 4.1(o) below.

      "Liability"  and  "Liabilities"  means  any  liability  (whether  known or
unknown, whether absolute or contingent,  whether liquidated or unliquidated and
whether due or to become due).

      "License Agreements" shall have the meaning set forth in Section 4.1(q).

      "Liquidated Damages Amount" has the meaning set forth in Section 6.3(a)(y)
below.

      "Litigation" has the meaning set forth in Section 4.1(m) below.

      "Losses" has the meaning set forth in Section 7.3 below.

      "Material  Adverse  Effect"  means any change,  event or  condition of any
character which has had or could have a material adverse effect on the condition
(financial  or   otherwise),   results  of  operations,   assets,   liabilities,
properties,  business or  prospects of the  Consolidated  Companies or on any of
their respective relations with any Person, employee, customer or supplier.

      "Multiemployer  Plan" has the  meaning  set forth in Section  3(37)(A)  of
ERISA.

      "NEBEX" shall mean "New England Business Exchange, Inc."


                                       6
<PAGE>

      "One  Year  Deferred  Consideration  Amount"  means  a sum  determined  in
accordance with the formula set forth on SCHEDULE 2.3 hereto.

      "One Year Deferred  Consideration  Threshold"  means an amount of Year End
Adjusted EBITDA equal to $841,000.

      "Ordinary  Course of  Business"  means  the  ordinary  course of  business
consistent with past custom and practice.

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Person"  shall  mean  any  individual,  corporation,  partnership,  joint
venture,  trust, business association,  organization,  governmental authority or
other entity.

      "Preferred Shares" means all of the outstanding shares of Preferred Stock.

      "Preferred Stock" means the authorized preferred stock of the Corporation,
$1.00 par value.

      "Prohibited Transaction" has the meaning set forth in Section 406 of ERISA
and Section 4975 of the Code.

      "Purchase Price" has the meaning set forth in Section 2.2 below.

      "Purchaser  Transaction  Expenses"  has the  meaning  set forth in Section
6.3(a) below.

      "Purchaser's   Business"   means  (i)   subscription-based   research  and
consulting  services,  (ii) any  short-answer or  rapid-turnaround  research and
consulting  services,  or (iii) any in-depth  business  research or  competitive
intelligence services.

      "Put Notice" has the meaning set forth in Section 2.6 below.

      "Related Party" and "Related Parties" has the meaning set forth in Section
4.1(aa) below.

      "Reportable Event" has the meaning set forth in Section 4043 of ERISA.

      "Representatives"  means, as to any Person,  its  accountants,  attorneys,
consultants,  officers,  directors,  employees,  agents and other  advisers  and
representatives.

      "Securities  Act" means the  Securities  Act of 1933, as amended,  and the
rules and regulations in effect thereunder.

      "Shareholder" and "Shareholders"  have the meanings set forth in the first
paragraph of this Agreement.

      "Shareholders' Taxes" has the meaning set forth in Section 5.11 below.


                                       7
<PAGE>

      "Shareholder  Transaction  Expenses"  has the meaning set forth in Section
6.3(e) below.

      "Shares"  means all  shares of Common  Stock and all  shares of  Preferred
Stock.

      "Software" shall mean any and all (i) computer programs, including any and
all software implementations of algorithms, models and methodologies, whether in
source code or object code form,  (ii)  databases,  compilations,  and any other
electronic  data  files,  including  any and all  collections  of data,  whether
machine readable or otherwise,  (iii) descriptions,  flow-charts,  technical and
functional  specifications,  and  other  work  product  used  to  design,  plan,
organize,  develop, test,  troubleshoot and maintain any of the foregoing,  (iv)
without  limitation to the  foregoing,  the software  technology  supporting any
functionality  contained on any of the Consolidated Companies' Internet site(s),
and  (v)  all  documentation,   including  technical,   end-user,  training  and
troubleshooting manuals and materials, relating to any of the foregoing.

      "Straddle Returns" has the meaning set forth in Section 5.11 below.

      "Subsidiaries" means, collectively, Advanced Analytics, Guideline Chicago,
Guideline Consulting and Tabline.

      "Subsidiary  Shareholders"  means any Person,  other than the Corporation,
that owns the capital stock of any of the Subsidiaries.

      "Tax" or "Taxes" means any federal,  state, local or foreign income, gross
receipts,  capital stock,  franchise,  profits,  withholding,  social  security,
unemployment,  disability,  real property,  personal  property,  stamp,  excise,
occupation, sales, use, transfer, value added, alternative minimum, estimated or
other tax, including any interest, penalty or addition thereto, whether disputed
or not.

      "Transaction" has the meaning set forth in Section 5.9 below.

      "Two Year Adjusted EBITDA" means, for the two year period ending March 31,
2005, in accordance with GAAP,  computed  consistent with historical  practices,
gross profit of the Consolidated Companies less the sum of:

      (a) Eight Million Two Hundred Thousand Dollars ($8,200,000),  inclusive of
labor costs historically included by the Consolidated Companies in the "Selling,
General and Administrative" expense category in their GAAP financial statements;

      (b) to the  extent not  already  deducted  in  calculating  EBITDA,  three
percent  (3%) of the  sales  of the  Consolidated  Companies,  such  sales to be
determined in accordance with GAAP; and

      (c) to the extent not already deducted in calculating  EBITDA, ten percent
(10%) of sales of the  Consolidated  Companies that are sourced by the Purchaser
or its Affiliates (other than the


                                       8
<PAGE>

Consolidated Companies),  such sales to mean sales determined in accordance with
GAAP less pass through costs charged to customers.

      For  purposes  of this  definition,  gross  profit will  include,  without
limitation, the gross profit from each Valid Market Research Project.

      "Two  Year  Deferred  Consideration  Amount"  means  a sum  determined  in
accordance with the formula set forth on SCHEDULE 2.4 hereto.

      "Two Year Deferred  Consideration  Threshold"  means an amount of Two Year
Adjusted EBITDA equal to $2,200,000.

      "Valid  Market   Research   Project"   means  each  project  of  a  nature
historically  performed  by  the  Consolidated  Companies  that  is  either  (i)
performed by the  Consolidated  Companies;  or (ii) available to be performed by
the  Consolidated  Companies  and  selected  by  Friedland  and La  Terra  to be
performed by the Consolidated  Companies but actually  performed  elsewhere as a
result of a decision by Purchaser.

      "Year End Adjusted EBITDA" means, for the one year period ending March 31,
2004, in accordance with GAAP,  computed  consistent with historical  practices,
gross profit of the Consolidated Companies less the sum of:

      (a) Four Million One Hundred Thousand Dollars  ($4,100,000),  inclusive of
labor costs historically included by the Consolidated Companies in the "Selling,
General and Administrative" expense category in their GAAP financial statements;

      (b) to the  extent not  already  deducted  in  calculating  EBITDA,  three
percent  (3%) of the  sales  of the  Consolidated  Companies,  such  sales to be
determined in accordance with GAAP; and

      (c) to the extent not already deducted in calculating  EBITDA, ten percent
(10%) of sales of the  Consolidated  Companies that are sourced by the Purchaser
or its Affiliates  (other than the Consolidated  Companies),  such sales to mean
sales  determined  in  accordance  with GAAP less pass through  costs charged to
customers.

      For  purposes  of this  definition,  gross  profit will  include,  without
limitation, the gross profit from each Valid Market Research Project.

                                   ARTICLE II

                           SALE AND PURCHASE OF SHARES

      Section 2.1 PURCHASE OF SHARES.  Subject to the terms and  conditions  set
forth herein, on the Closing Date, the Shareholders shall sell to Purchaser, and
Purchaser shall purchase from the Shareholders,  all of the Shareholders' right,
title and interest in and to the Shares, which shall


                                       9
<PAGE>

collectively constitute one hundred percent (100%) of the issued and outstanding
capital stock of the Corporation. At the Closing, the Shareholders shall deliver
to Purchaser all of the certificates representing the Shares together with stock
powers separate from the certificates duly executed by the Shareholders in blank
and  sufficient to convey to Purchaser  good title to all of the Shares free and
clear  of  any  and  all  Encumbrances  of any  nature  whatsoever,  other  than
restrictions arising under applicable securities laws.

      Section 2.2  CONSIDERATION.  (a) Subject to the terms and  conditions  set
forth in this  Agreement,  in addition to any  One-Year  Deferred  Consideration
Amount that may be payable  pursuant to Section 2.3 hereof or Two Year  Deferred
Consideration  Amount that may be payable  pursuant  to Section 2.4 hereof,  the
aggregate purchase price for the Shares shall be up to Four Million Four Hundred
Fifteen  Thousand  Two Hundred and Eight  ($4,415,208)  Dollars  (the  "Purchase
Price"),  payable by  Purchaser  to or for the benefit of the  Shareholders,  as
follows:

                  (i)   $3,689,167  shall be payable in cash by wire transfer of
                        immediately  available  funds at the Closing  (the "Cash
                        Consideration")  to such  parties and in such amounts as
                        set forth on SCHEDULE 2.5 annexed hereto.

                  (ii)  $351,042   of   duly   authorized   and   non-assessable
                        unregistered shares (the "Closing Consideration Shares")
                        of Purchaser's  common stock, par value $.0001 per share
                        (the  "Purchaser  Common  Stock")  distributed  to  such
                        parties and in such amounts as set forth on SCHEDULE 2.5
                        annexed hereto;

                  (iii) $375,000   of   duly   authorized   and   non-assessable
                        unregistered shares (the "Escrow Consideration  Shares")
                        of  Purchaser  Common  Stock,   shall  be  deposited  by
                        Purchaser  at the Closing with the Escrow  Agent,  which
                        shares  shall be held and  distributed,  subject  to the
                        set-offs,  if any,  authorized  herein,  pursuant to the
                        terms and provisions hereof and the Escrow Agreement;

      For purposes of determining the number of shares of Purchaser Common Stock
which  shall  constitute  the  Consideration  Shares  payable  at Closing to the
Shareholders or deposited in Escrow,  the value of Purchaser  Common Stock shall
be determined based upon the Average Closing Price. The  "Consideration  Shares"
shall  mean,  collectively,  the  Closing  Consideration  Shares  and the Escrow
Consideration  Shares and shall not include any  Purchaser  Common  Stock issued
pursuant to Section 2.3 hereof.

      Section  2.3 ONE YEAR  DEFERRED  CONSIDERATION.  If the Year End  Adjusted
EBITDA for the twelve  months  ended  March 31,  2004 shall  exceed the One Year
Deferred  Consideration  Threshold,  subject to the set-offs, if any, authorized
herein, the Purchaser shall pay, or shall arrange for the Corporation to pay, to
such parties and in such  amounts as set forth on SCHEDULE  2.5, in cash by wire
transfer of  immediately  available  funds the One Year  Deferred  Consideration
Amount  indicated  on  SCHEDULE  2.3 hereto  within  thirty  (30) days after the
determination of the Year End Adjusted EBITDA;  provided,  however, that each of
the  Shareholders  may separately elect to have up to fifty percent (50%) of the
amount of One Year


                                       10
<PAGE>

Deferred  Consideration  Amount payable to such Shareholder in an amount of duly
authorized and non-assessable unregistered shares of Purchaser's Common Stock by
providing  Purchaser  with written  notice of the exercise of such  election and
stating the percentage of One Year Deferred  Consideration  Amount to be payable
in Purchaser's  Common Stock within ten (10) days after the determination of the
Year End Adjusted  EBITDA.  The price of any Purchaser Common Stock delivered as
partial  consideration for the One Year Deferred  Consideration  Amount shall be
determined by taking the average  closing  price of the  Purchaser  Common Stock
quoted on the NASDAQ System for a ten (10) consecutive trading day period ending
on the  trading  day  immediately  prior to the  twentieth  (20th) day after the
determination of the Year End Adjusted EBITDA.

      Section  2.4 TWO YEAR  DEFERRED  CONSIDERATION.  If the Two Year  Adjusted
EBITDA for the twenty-four months ended March 31, 2005 shall exceed the Two Year
Deferred  Consideration  Threshold,  subject to the set-offs, if any, authorized
herein, the Purchaser shall pay, or shall arrange for the Corporation to pay, to
such parties and in such  amounts as set forth on SCHEDULE  2.5, in cash by wire
transfer of  immediately  available  funds the Two Year  Deferred  Consideration
Amount  indicated  on  SCHEDULE  2.4 hereto  within  thirty  (30) days after the
determination of the Two Year Adjusted EBITDA.

      Section  2.5  PAYMENT  OF  CONSIDERATION.   The  Cash  Consideration,  the
Consideration  Shares, the One Year Deferred  Consideration  Amount, if any, and
the Two Year Deferred  Consideration Amount, if any, shall be allocated,  and to
the extent required hereby payments shall be made, to or for the benefit of each
of the  Shareholders  in the amounts and  percentages  set forth on SCHEDULE 2.5
hereto.

      Section  2.6  PUT  OPTION.  SUBJECT  to  the  terms  hereof,  each  of the
Shareholders  shall,  beginning  on the date that is 735 days after the  Closing
Date and  ending on the date that is 855 days  after  the  Closing  Date (or the
immediately following business day if such date is a Saturday,  Sunday or United
States banking holiday) (the "Exercise Period"),  on a one time basis (except as
provided in Section 2.6(k)  below),  be entitled to each put to the Purchaser up
to an amount of Consideration Shares set forth on SCHEDULE 2.6 annexed hereto by
providing the Purchaser with written notice in substantially  the form set forth
in EXHIBIT  2.6(i) annexed hereto (the "Put Notice") of its election to exercise
this put right, and after its receipt of the Put Notice,  the Purchaser,  or its
designee,  shall, to the extent that it has funds legally available therefor and
is not restricted  contractually,  purchase from the Shareholders,  the Exercise
Shares (as defined  below)  upon the terms set forth  below in this  Section 2.6
(the "Consideration Shares Put"):

            (a) PRICE. Upon exercise of the Consideration Shares Put pursuant to
            the terms  hereof,  the Purchaser  shall,  to the extent that it has
            funds   legally   available   therefor   and   is   not   restricted
            contractually,  repurchase an amount of Exercise  Shares for a price
            per share equal to the greater of (i) the Average  Closing Price and
            (ii) the Average Put Price (the "Exercise Price").

            (b) NUMBER OF SHARES EXERCISABLE. The Consideration Shares Put shall
            be for the aggregate number of Consideration Shares set forth in the
            Put  Notices,  provided  that the  maximum  number of  Consideration
            Shares exercisable, in the


                                       11
<PAGE>

            aggregate,  shall be an amount of shares of  Purchaser  Common Stock
            equal to the Consideration Shares divided by the Exercise Price (the
            "Exercise Shares").

            (c) GUARANTY OF DAVID WALKE ("DW"). In the event that after exercise
            of the Consideration  Shares Put by a Shareholder,  if the Purchaser
            either does not fulfill its obligations to repurchase, does not have
            funds  legally   available  to  repurchase,   or  is   contractually
            restricted from repurchasing any portion of the Consideration Shares
            within thirty (30) days after receipt of written  notice  thereof by
            the  Shareholders  of the  Purchaser's  failure to comply  with such
            obligations regarding the Consideration Shares Put, DW shall, to the
            extent that the Purchaser fails to fulfill such obligations pursuant
            to the terms of the  Consideration  Shares Put,  either (i) loan the
            Purchaser   sufficient  funds  for  the  purpose  of  the  Purchaser
            fulfilling its repurchase obligations under the Consideration Shares
            Put, or (ii)  purchase or arrange for a third party to purchase  any
            remaining  portion of the Exercise Shares for such party's  benefit;
            provided,  that in the event that DW makes the loans,  purchases  or
            arranges for the purchases of the Exercise  Shares  described in (i)
            or (ii) above  through  the Letters of Credit  described  in Section
            2.6(d) or otherwise,  the Exercise Price for the Exercise  Shares to
            be purchased  thereby shall be limited to the Average Closing Price.
            In the event that DW purchases the Exercise  Shares either  pursuant
            to the  provisions  of this  Section  2.6(c)  or 2.6(d)  below,  the
            Purchaser shall be relieved of any further obligation and liability,
            and the  Shareholders  shall have no further recourse in respect of,
            the Consideration  Shares Put or otherwise  relating to those shares
            actually  purchased at the Average  Closing Price. In the event that
            DW loans to the Purchaser funds pursuant to Section  2.6(c)(i),  the
            Purchaser  agrees  that  such  funds  shall be used to  fulfill  its
            repurchase obligations under the Consideration Shares Put.

            (d) SECURITY FOR DW GUARANTY. DW shall provide two letters of credit
            at  Closing   aggregating  Seven  Hundred  Twenty-Six  Thousand  and
            Forty-Two  Dollars  ($726,042)  (the "Security  Amount") in form and
            substance as set forth as EXHIBIT  2.6(ii)(a) AND 2.6(ii)(b) annexed
            hereto  (the  "Letters  of  Credit")  to  secure  in full all of his
            obligations  pursuant to Section 2.6(c) hereof.  Each of the Letters
            of Credit shall remain  outstanding and in effect to the extent that
            such  Letter  of Credit is not  drawn  upon in  accordance  with its
            terms,  until the  earlier to occur of (i) sixty (60) days after the
            end  of  the  Exercise  Period  or  (ii)  the  sale  of  all  of the
            Consideration  Shares;  provided,  that notwithstanding (i) and (ii)
            above,  DW shall cause each  Letter of Credit to remain  outstanding
            for a  number  of days  equal to the same  number  of days  that the
            Exercise Period was extended as a result of a Blackout Period.  Upon
            the transfer of any of the Consideration  Shares,  the amount of the
            Letter  of  Credit  shall be  proportionately  reduced  to equal the
            product  of  the  Security  Amount  multiplied  by a  fraction,  the
            numerator  of which is the  number of  Exercise  Shares  held by the
            Shareholders,  as the  case  may be,  after  such  transfer  and the
            denominator of which is the original  number of Exercise Shares held
            by the Shareholders. Purchaser and the Shareholders, as the case may
            be,  covenant to promptly  provide any written  instructions  to the
            issuer of the Letter of Credit and to provide  such issuer with such
            documentation or


                                       12
<PAGE>

            instruments as the issuer may  reasonably  request from time to time
            to effect the reductions provided for in this Section 2.6(d).

            (e) PAYMENT AND DELIVERY  TERMS.  Payment for any Exercise Shares to
            be transferred under the  Consideration  Shares Put shall be made by
            bank or certified check pursuant to a Closing scheduled  pursuant to
            the Put Notice.

            (f) ASSIGNMENT.  The Consideration Shares Put may not be assigned or
            transferred to any Person except by will or the  applicable  laws of
            descent and  distribution  so long as such  transferee  agrees to be
            bound by all of the terms and provisions of this Agreement.

            (g) ADJUSTMENTS TO  CONSIDERATION  SHARES.  If all or any portion of
            the  Consideration  Shares Put shall be exercised  subsequent to any
            share  distribution,  share split,  split-up,  split-off,  spin-off,
            recapitalization,   reincorporation   merger  with  a  wholly  owned
            Delaware  subsidiary,   separation,   reorganization,   liquidation,
            combination,  redemption,  or exchange of shares,  warrants or other
            units of equity (together,  "Equity  Equivalents") of the Purchaser,
            occurring  after  the  date  hereof,  as a result  of  which  Equity
            Equivalents  of any class shall be issued in respect of  outstanding
            Common Stock being  changed  into the same or a different  number of
            shares of Common Stock or other Equity Equivalents, the terms of the
            Consideration  Shares  Put  shall  be  correspondingly  and  ratably
            adjusted  by the Board of  Directors  of the  Purchaser  so as to be
            substantially  the  economic  equivalent  of  the  terms  in  effect
            immediately prior to such event.

            (h)  EXTENSION  OF  EXERCISE  PERIOD.  The  Exercise  Period  may be
            extended  upon  the  written  agreement  of  Purchaser,  DW and  the
            Shareholders.

            (i) BLACKOUT PERIODS.  Notwithstanding anything to the contrary, the
            Shareholders  may not exercise the  Consideration  Shares Put during
            any Blackout  Period.  "Blackout  Period"  shall mean (A) any period
            during  which  the  Shareholders  are  aware of  material  nonpublic
            information  with  respect  to the  Purchaser  and  (B)  the  period
            beginning  on the first day of the last month of any fiscal  quarter
            of the  Purchaser  and ending on the second  business  day after the
            public  disclosure  of revenue and earnings of the Purchaser for the
            quarter;  provided,  that the Purchaser covenants that at expiration
            of the Exercise  Period,  Purchaser will not cause,  permit or allow
            any Blackout  Period or Periods to interfere with the  Consideration
            Shares Put for more than forty-five  (45) days in the aggregate.  If
            the Exercise Period expires during a Blackout  Period,  the Exercise
            Period shall be extended for a period of fifteen (15)  business days
            commencing  on the first  business day after the  expiration  of any
            operative Blackout Period.

            (j)  EXERCISE  OF  CONSIDERATION  SHARES PUT WITH  RESPECT TO ESCROW
            CONSIDERATION  SHARES.  If during the Exercise  Period,  there is an
            outstanding unsatisfied indemnification claim pursuant to the Escrow
            Agreement whereby


                                       13
<PAGE>

            Consideration Shares are being retained by the Escrow Agent pursuant
            to the Escrow Agreement,  the Shareholders shall be able to exercise
            the  Consideration  Shares  Put  as  to  such  Consideration  Shares
            remaining  in  escrow   provided  that  (a)  upon  exercise  of  the
            Consideration  Shares  Put  as to  such  Consideration  Shares,  all
            amounts payable for such  Consideration  Shares being held by Escrow
            Agent shall be  delivered  directly  to the Escrow  Agent to be held
            pursuant to the terms of the Escrow  Agreement and (b) in connection
            with such exercise, if either of the Shareholders draw down a Letter
            of Credit for  payment due under the  Consideration  Shares Put with
            respect to  Consideration  Shares that remain in escrow  pursuant to
            the Escrow Agreement, such Shareholder shall deliver to Escrow Agent
            in the manner set forth in the required  certification  set forth in
            the applicable Letter of Credit such amounts payable thereunder as a
            result of the exercise of the Consideration  Shares Put with respect
            to such Consideration Shares being held in escrow.

            (k) SECOND EXERCISE OF CONSIDERATION  SHARES. Each Shareholder shall
            be able to only deliver one Put Notice with respect to the number of
            shares set forth  adjacent to such  Stockholder's  name set forth on
            Schedule  2.6  and  exercise  the  Consideration  Shares  Put  once;
            provided,  that if a  Shareholder  is exercising  the  Consideration
            Shares Put with respect to Consideration Shares issued to Whitcup as
            a representative of Whitcup,  such Shareholder may deliver up to two
            Put  Notices  so long as one (and only one) of such Put  Notices  is
            being delivered solely for the exercise of the Consideration  Shares
            Put with respect to Consideration Shares issued to Whitcup.

      Section  2.7  DETERMINATION  OF  CALCULATIONS.  (a) The Year End  Adjusted
EBITDA,  the One Year Deferred  Consideration  Amount,  and whether the One Year
Deferred  Consideration  Threshold has been met shall be determined by the Chief
Financial Officer of the Purchaser no later than May 31, 2004 and notice thereof
shall  be  delivered  to  the   Shareholders   within  ten  (10)  days  of  such
determination. The Two Year Adjusted EBITDA, the Two Year Deferred Consideration
Amount, and whether the Two Year Deferred  Consideration  Threshold has been met
shall be  determined  by the Chief  Financial  Officer of the Purchaser no later
than May 31, 2005 and notice  thereof  shall be  delivered  to the  Shareholders
within  ten (10) days of such  determination.  The  Average  Put Price  shall be
determined  by the Chief  Financial  Officer of the Purchaser no later than five
days after the Exercise Date.

      (b) The Shareholders and their  respective  accountants  shall be afforded
access to and shall be entitled to review the work papers in connection with the
determination of the Year End Adjusted EBITDA, the Two Year Adjusted EBITDA, the
One Year Deferred  Consideration  Amount,  the Two Year  Deferred  Consideration
Amount,  whether the One Year Deferred  Consideration  Threshold or the Two Year
Deferred Consideration  Threshold has been met, and the Average Put Price. These
determinations  shall become final and binding upon the parties  unless,  within
thirty (30) days following delivery to the Shareholders,  notice is given by the
Shareholders to Purchaser and Escrow Agent of the Shareholders' dispute, setting
forth in reasonable detail the Shareholders' basis for such objection. If notice
of dispute is timely given


                                       14
<PAGE>

by the  Shareholders,  the parties  shall work together in good faith to resolve
such dispute.  If the parties are unable to reach  agreement  within thirty (30)
days after notice of dispute has been received by  Purchaser,  the dispute shall
be referred as promptly as practicable for resolution to  PricewaterhouseCoopers
or such  other  independent  accounting  firm that  Shareholders  and  Purchaser
jointly  agree on within  fifteen (15) days after the  expiration of such thirty
(30) day period (the  "Determining  Accountants").  The Determining  Accountants
will make a determination as to each item in dispute,  which  determination will
be (i) in writing, (ii) furnished to Purchaser,  the Shareholders and the Escrow
Agent as promptly as  practicable  after the items in dispute have been referred
to the  Determining  Accountants,  (iii) made in accordance with this Agreement,
and (iv) final and binding upon each party  hereto.  Each of  Purchaser  and the
Shareholders will use reasonable efforts to cause the Determining Accountants to
render  their  decision as soon as  reasonably  practicable,  including  without
limitation by promptly complying with all reasonable requests by the Determining
Accountants for  information,  books,  records and similar items.  All costs and
expenses  incurred  as a result  of the  services  rendered  by the  Determining
Accountants in connection with the  determination of such disputed item shall be
divided equally between the Shareholders and the Purchaser.

      Section 2.8  LEGENDING  OF  CONSIDERATION  SHARES.  Each  certificate  for
Purchaser  Common  Stock  to be  issued  to the  Shareholders  pursuant  to this
Agreement  and the Escrow  Agreement  shall  bear  substantially  the  following
legend:

                  NO TRANSFER OF THE SHARES  REPRESENTED BY THIS CERTIFICATE MAY
                  BE MADE  EXCEPT  (A)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION
                  STATEMENT  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  AND
                  THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE "ACT") AND
                  ALL APPLICABLE  STATE  SECURITIES LAWS OR (B) IF SUCH TRANSFER
                  IS EXEMPT FROM THE PROVISIONS OF THE ACT.


                                       15
<PAGE>

                                   ARTICLE III

                                     CLOSING

      Section  3.1 TIME AND  PLACE OF  CLOSING.  Provided  that  each  condition
precedent to close set forth in this Article has been satisfied or waived by the
party  entitled to waive such  condition,  the  Closing  shall take place at the
offices of Kane Kessler,  P.C., 1350 Avenue of the Americas,  New York, New York
10019 on April 1, 2003 or at such earlier time as the parties  shall agree.  All
proceedings to be taken and all documents to be executed at the Closing shall be
deemed  to have  been  taken,  delivered  and  executed  simultaneously,  and no
proceeding  shall be deemed  taken nor  documents  deemed  executed or delivered
until all have been taken, delivered and executed.

      Section 3.2 CONDITIONS  PRECEDENT TO PURCHASER'S  OBLIGATION TO CLOSE. The
obligation  of  Purchaser  to  purchase  the  Shares  and to  perform  its other
obligations  under this Agreement  shall be subject to the  satisfaction of each
and every of the following conditions precedent (or waiver thereof by Purchaser)
on or prior to the Closing Date:

            (a) REPRESENTATIONS AND WARRANTIES. On the Closing Date, each of the
representations  and warranties of the Shareholders  contained in Section 4.1 of
this Agreement,  or in any certificate or other document  delivered  pursuant to
this Agreement or in connection with the transactions contemplated hereby, shall
be true and correct in all material  respects at and as of the Closing Date with
the same effect as though such  representations  and warranties were made at and
as of the Closing  Date,  and Purchaser  shall have received a certificate  from
each of the Shareholders, dated the Closing Date, to that effect.

            (b)  COMPLIANCE  WITH  OBLIGATIONS.   The  Shareholders  shall  have
performed and shall have caused the Consolidated  Companies, as the case may be,
to perform or comply in all material respects with all agreements, covenants and
obligations  required by this Agreement to be performed or complied with by them
on or prior to the Closing Date and Purchaser  shall have received a certificate
from each of the Shareholders, dated the Closing Date, to that effect.

            (c) NO MATERIAL  ADVERSE CHANGE.  Except as may be set forth herein,
since  January  31,  2002,  there  shall  have  been no  change,  occurrence  or
circumstance  having  or  reasonably  likely  to  have,  individually  or in the
aggregate,  a Material  Adverse  Effect  and  Purchaser  shall  have  received a
certificate  from each of the  Shareholders,  dated the  Closing  Date,  to such
effect.

            (d)  CONSENTS.   Except  as  specified  in  SCHEDULE   4.1(k),   the
Consolidated Companies shall have obtained, on or prior to the Closing Date, the
consent  of all  Persons,  the  consent  of  which  is  required,  so  that  the
consummation  of the  transactions  contemplated  by  this  Agreement  will  not
constitute a default or accelerate  any  liability  under any agreement to which
any of the Consolidated Companies is a party or by which any of the Consolidated
Companies is bound.


                                       16
<PAGE>

            (e) DUE DILIGENCE.  The Shareholders shall have afforded  Purchaser,
its  agents  and  other  Representatives,  complete  access  to the  properties,
facilities and books and records of the Consolidated Companies.

            (f) NO INJUNCTIONS. ETC. The Closing shall not have been enjoined or
prohibited  by any  judicial  or  regulatory  proceeding,  nor shall any action,
proceeding,  suit,  litigation or investigation be pending or threatened  before
any  Governmental  Entity  (i) that  seeks to enjoin or  prohibit,  or to obtain
damages  in  connection  with the  Closing or (ii) that  purports  to affect the
legality,  validity or enforceability of this Agreement and the other documents,
instruments  and  agreements  to be entered  into by the  Shareholders  pursuant
hereto.

            (g) RECEIPT OF  DOCUMENTS,  ETC.  Purchaser  shall have received the
following, in form and substance reasonably satisfactory to Purchaser:

                  (i) certificates  representing the Shares,  which certificates
                  shall be in good delivery  form,  duly endorsed or accompanied
                  by appropriate stock transfer powers duly executed;

                  (ii)  certificates  issued  in the  name  of  the  Corporation
                  representing all of the issued and outstanding  shares of each
                  of the Subsidiaries;

                  (iii) for each of the  Consolidated  Companies,  copies of the
                  Articles of  Incorporation  (as  recently  certified  by their
                  respective  jurisdictions of formation) and Bylaws,  certified
                  by the Secretary of each of the  Consolidated  Companies as of
                  the Closing Date as being true and correct  copies  thereof as
                  in effect on the Closing Date;

                  (iv) all corporate minute books,  stock  certificate books and
                  other corporate records of each of the Consolidated Companies;

                  (v) a  certificate  of the  Secretary of State of the State of
                  New York,  dated as of a date within thirty (30) days prior to
                  the Closing Date,  certifying  that the Corporation is in good
                  standing under the laws of the State of New York;

                  (vi) a  certificate  of the Secretary of State of the State of
                  New York,  dated as of a date within thirty (30) days prior to
                  the Closing Date,  certifying  that  Advanced  Analytics is in
                  good standing under the laws of the State of New York;

                  (vii) a certificate  of the Secretary of State of the State of
                  Illinois,  dated as of a date within thirty (30) days prior to
                  the Closing Date, certifying that Guideline Chicago is in good
                  standing under the laws of the State of Illinois;

                  (viii) a certificate of the Secretary of State of the State of
                  New York,  dated as of a date within thirty (30) days prior to
                  the Closing Date,


                                       17
<PAGE>

                  certifying  that Tabline is in good standing under the laws of
                  the State of New York;

                  (ix) a  certificate  of the Secretary of State of the State of
                  New York,  dated as of a date within thirty (30) days prior to
                  the Closing Date,  certifying that Guideline  Consulting is in
                  good standing under the laws of the State of New York;

                  (x) a  favorable  opinion  letter of Wormser,  Kiely,  Galef &
                  Jacobs  LLP,  counsel to the  Shareholders,  dated the Closing
                  Date and  addressed  to  Purchaser  substantially  in the form
                  attached hereto as EXHIBIT 3.2(x);

                  (xi) duly executed  Employment  Agreements,  dated the Closing
                  Date,  in  form  and  substance  reasonably   satisfactory  to
                  Purchaser,  by and  between  the  Corporation  (or  one of the
                  Subsidiaries   satisfactory   to   Purchaser),   and  each  of
                  Friedland,   La  Terra,  Whitcup,  Tyrone  Albert  and  Robert
                  Reitter; and

                  (xii) a release in the form annexed hereto as EXHIBIT 3.2(xii)
                  executed by each of the Shareholders.

            (h) SUBSIDIARIES. At Closing, the equity interests in and to each of
the  Subsidiaries of the  Corporation  shall be owned one hundred percent by the
Corporation and the Purchaser shall have received satisfactory evidence that the
stockholders  agreements  between (I)  Advanced  Analytics  and Whitcup and (II)
Guideline Consulting and Tortorello have been terminated.

            (i)  AUDITED   FINANCIAL   STATEMENTS   AND   ADDITIONAL   FINANCIAL
STATEMENTS.  Purchaser  shall  receive  and be  reasonably  satisfied  with  the
Additional  Financial  Statements and the Audited Financial  Statements together
with an unqualified opinion letter of the auditor performing the Audit.

      Section 3.3  CONDITIONS  PRECEDENT  TO THE  SHAREHOLDERS'  OBLIGATIONS  TO
CLOSE.  The  obligations of the  Shareholders to sell the Shares and for each to
perform their other  obligations  under this  Agreement  shall be subject to the
satisfaction  of the following  conditions  precedent (or waiver  thereof by the
Shareholders) on or prior to the Closing Date:

            (a) REPRESENTATIONS AND WARRANTIES. On the Closing Date, each of the
representations  and  warranties  of Purchaser  contained in Section 4.2 of this
Agreement or in any  certificate  or other document  delivered  pursuant to this
Agreement or in connection with the  transactions  contemplated  hereby shall be
true and correct in all material respects at and as of the Closing Date with the
same effect as though such representations and warranties were made at and as of
the Closing Date, and the  Shareholders  shall have received a certificate  from
Purchaser, dated the Closing Date, to that effect.

            (b) COMPLIANCE WITH  OBLIGATIONS.  Purchaser shall have performed or
complied in all material respects with all agreements, covenants and obligations
required by this


                                       18
<PAGE>

Agreement to be performed or complied with by it on or prior to the Closing Date
and the Shareholders shall have received a certificate from Purchaser, dated the
Closing Date, to that effect.

            (c) NO INJUNCTIONS. ETC. The Closing shall not have been enjoined or
prohibited  by any  judicial  or  regulatory  proceeding,  nor shall any action,
proceeding,  suit,  litigation or investigation be pending or threatened  before
any  court,  arbitration,   tribunal,   governmental  or  regulatory  agency  or
legislative body (i) that seeks to enjoin or prohibit,  or to obtain substantial
damages in  connection  with,  the Closing,  or (ii) that purports to affect the
legality,  validity or enforceability of this Agreement and the other documents,
instruments and agreements to be entered into by Purchaser pursuant hereto.

            (d) RECEIPT OF DOCUMENTS,  ETC. The Shareholders shall have received
the  following,   in  form  and  substance   reasonably   satisfactory   to  the
Shareholders:

            (i)   the Cash Consideration;

            (ii)  the Closing Consideration Shares;

            (iii) certified copies of resolutions of the Board of Directors of
                  Purchaser approving the transactions set forth in this
                  Agreement;

            (iv)  a  Certificate  of the  Secretary of State of the State of New
                  York,  as of a date  within  thirty  (30)  days  prior  to the
                  Closing Date,  certifying  that  Purchaser is in good standing
                  under the laws of the State of New York; and

            (v)   A favorable opinion letter of Kane Kessler,  P.C.,  counsel to
                  the  Purchaser and DW, dated the Closing Date and addressed to
                  the Shareholders in the form substantially  attached hereto as
                  EXHIBIT 3.3(d).

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      Section  4.1  REPRESENTATIONS  AND  WARRANTIES  OF THE  SHAREHOLDERS.  The
Shareholders  represent  and  warrant to  Purchaser  that each of the  following
statements is true, accurate and complete as of the date hereof:

            (a) ORGANIZATION AND STANDING OF THE CONSOLIDATED COMPANIES. Each of
the Consolidated  Companies is a corporation duly organized,  validly  existing,
and in good standing  under the laws of the state in which it was  incorporated,
has the full  corporate  power and  authority  and  possesses  all  governmental
franchises, licenses, permits, authorizations and approvals required to carry on
the Business in the places and as it is now being  conducted  and to own,  lease
and sublease the properties and assets with respect to the Business which it now
owns,  leases  or  subleases  and  is  qualified  to do  business  as a  foreign
corporation in each of the


                                       19
<PAGE>

jurisdictions listed in SCHEDULE 4.1(a) attached hereto, which constitute all of
the  jurisdictions  in which such  qualification is required with respect to the
operation  by  the  Consolidated  Companies  of the  Business.  Other  than  the
Shareholders,  no Person  controls  the  Corporation,  whether  by  contract  or
otherwise.  Other than the  Corporation,  no Person  controls the  Subsidiaries,
whether by contract or otherwise.

            (b) ARTICLES OF  INCORPORATION,  BYLAWS AND CORPORATE RECORDS OF THE
CONSOLIDATED COMPANIES.  The Shareholders have heretofore furnished to Purchaser
complete and correct  copies of the  Articles of  Incorporation,  Bylaws,  stock
ledgers  and  all  minutes  of  the  meetings  of the  Board  of  Directors  and
stockholders of each of the Consolidated  Companies.  All material actions taken
by each of the Consolidated Companies since their organization and incorporation
have been duly authorized  and/or  subsequently  ratified by the Shareholders or
Board of Directors of each of the Consolidated Companies, as necessary,  and are
set forth in the  respective  minute books of the  Consolidated  Companies.  The
minute  books of each of the  Companies  has  previously  been  provided  to the
Purchaser.  Such minute  books  contain  complete  and  accurate  records of all
meetings and other  corporate  actions of the board of directors,  committees of
the  board  of  directors,   incorporators  and  shareholders  of  each  of  the
Consolidated  Companies from the date of its  incorporation  to the date hereof.
All such meetings were duly called and held, and a quorum was present and acting
throughout  each such  meeting.  Such stock ledgers and stock  transfer  records
reflect all  issuances  and  registrations  of transfer of all shares of capital
stock of the Consolidated Companies, and certificates  representing all canceled
shares of capital stock have been  returned to the stock ledger,  except where a
lost certificate affidavit has been received from the registered owner (or their
lawful representative) of the shares evidenced thereby. Execution,  delivery and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  hereby  by the  Shareholders  does not and will  not  violate  any
provision  of the  Articles  of  Incorporation  and  Bylaws of the  Consolidated
Companies.

            (c) CAPITALIZATION OF THE CORPORATION. The entire authorized capital
stock of the  Corporation  consists of 12,000 shares of Preferred Stock of which
6,000 shares are issued to Friedland and remain outstanding, and 2,500 shares of
Common  Stock of which 100 shares are issued to each of  Friedland  and La Terra
and  remain  outstanding.  All of the issued and  outstanding  Common  Stock and
Preferred Stock have been duly  authorized,  are validly issued,  fully paid and
non-assessable  (other than  pursuant to New York  Business Law Section 630) and
are held of record  by the  Shareholders,  and are free and clear of any  liens,
charges,  Encumbrances or in violation of any statutory or common law preemptive
rights.  Except as set forth in SCHEDULE  4.1(c) attached  hereto,  there are no
outstanding or authorized options,  warrants,  rights,  contracts,  calls, puts,
rights to subscribe,  conversion  rights or other  agreements or  commitments to
which the  Corporation  or any  Shareholder is a party or which are binding upon
the  Corporation  or any  Shareholder  providing  for  the  issuance,  transfer,
disposition or acquisition of any of its capital stock. There are no outstanding
or authorized equity appreciation,  phantom stock or similar rights with respect
to the  Corporation.  There are no dividends which have accrued or been declared
but are unpaid on the outstanding  capital stock of the  Corporation.  All Taxes
required to be paid in  connection  with the issuance  and any  transfers of the
outstanding  capital  stock of the  Corporation  have been paid.  All permits or
authorizations  required to be  obtained  from or  registrations  required to be
effected with any Person in connection  with any and all issuances of securities
of the Corporation  from the date of its  incorporation  to the date hereof have
been  obtained or effected,  and all  securities  of the  Corporation  have been
issued and are


                                       20
<PAGE>

held in accordance  with the  provisions  of all  Applicable  Law.  There are no
voting trusts, proxies or any other agreements or understandings with respect to
the voting of the capital stock of the Corporation, which would not otherwise be
terminated  at or before the Closing.  Upon  consummation  of the  Closing,  the
Corporation  will not have any securities  convertible  into or exchangeable for
any shares of its capital  stock which have been  created  prior to the Closing,
nor will it have outstanding any rights, options,  agreements or arrangements to
subscribe  for or to purchase its capital  stock or any  securities  convertible
into or exchangeable for its capital stock,  which has been created prior to the
Closing.

            (d)  CAPITALIZATION  OF  THE  SUBSIDIARIES.  The  entire  authorized
capital stock of the Subsidiaries is as set forth on SCHEDULE 4.1(d) hereto. All
of the issued and outstanding  capital stock of the  Subsidiaries  has been duly
authorized,  is  validly  issued,  fully  paid and  non-assessable  (other  than
pursuant to New York  Business  Law Section  630) and at Closing will be held of
record by the Corporation,  as set forth on EXHIBIT B attached  hereto,  and are
free and clear of any liens, charges or other Encumbrances.  Except as set forth
in SCHEDULE  4.1(d)  attached  hereto,  there are no  outstanding  or authorized
options,  warrants,  rights,  contracts,   calls,  puts,  rights  to  subscribe,
conversion  rights or other  agreements or commitments to which the Subsidiaries
or the Corporation is a party or which are binding upon the  Subsidiaries or the
Corporation providing for the issuance, transfer,  disposition or acquisition of
any of their  capital  stock.  There are no  outstanding  or  authorized  equity
appreciation,  phantom stock or similar rights with respect to the Subsidiaries.
There are no dividends which have accrued or been declared but are unpaid on the
outstanding capital stock of the Subsidiaries.  All Taxes required to be paid in
connection with the issuance and any transfers of the outstanding  capital stock
of the Subsidiaries have been paid. All permits or authorizations required to be
obtained  from or  registrations  required  to be  effected  with any  Person in
connection with any and all issuances of securities of the Subsidiaries from the
their respective dates of incorporation to the date hereof have been obtained or
effected, and all securities of the Corporation have been issued and are held in
accordance  with the  provisions of all  Applicable  Law.  Except as provided in
SCHEDULE  4.1(d)  attached  hereto,  there are no voting trusts,  proxies or any
other  agreements  or  understandings  with respect to the voting of the capital
stock of the Subsidiaries,  which would not otherwise be terminated at or before
the Closing.  Upon  consummation of the Closing,  the Subsidiaries will not have
any securities  convertible  into or exchangeable  for any shares of its capital
stock which have been created prior to the Closing, nor will it have outstanding
any rights, options,  agreements or arrangements to subscribe for or to purchase
its capital stock or any securities  convertible  into or  exchangeable  for its
capital stock, which has been created prior to the Closing.

            (e) AUTHORITY.  Each Shareholder has the full power and authority to
execute and deliver this  Agreement  and the other  documents,  instruments  and
agreements to be entered into by him pursuant hereto,  to perform  hereunder and
thereunder,  and to consummate  the  transactions  identified in this  Agreement
without  the  necessity  of any act or  consent  of any  other  Person or entity
whomsoever,  except for the consents  described in SCHEDULE 4.1(e) hereto.  This
Agreement and each and every agreement,  document and instrument to be executed,
delivered and performed by each Shareholder in connection  herewith,  constitute
or will,  when executed and delivered,  constitute the legal,  valid and binding
obligation of each Shareholder, enforceable against him in accordance with their
respective  terms,  except  as  enforceability  may be  limited  by  bankruptcy,
insolvency, reorganization,  moratorium and other similar laws from time to time
in


                                       21
<PAGE>

effect affecting the enforcement of creditors' rights  generally,  and except as
enforcement of remedies may be limited by general equitable principles.

            (f)  SUBSIDIARIES.  Except as set forth in SCHEDULE  4.1(f) attached
hereto,  the  Corporation  does not control  directly or  indirectly or have any
direct or indirect equity participation in any corporation,  partnership, trust,
joint venture,  limited  liability  company or other business  association other
than the Subsidiaries.

            (g)  FINANCIAL  STATEMENTS:   LIABILITIES  AND  OBLIGATIONS  OF  THE
CONSOLIDATED COMPANIES.

                  (i)   The Consolidated Financial Statements attached hereto as
                        SCHEDULE 4.1(g)(i) have been prepared in accordance with
                        GAAP  and the  books  and  records  of the  Consolidated
                        Companies, are correct and complete, and fairly present,
                        in all material respects, the financial position and the
                        results of operations and cash flows of the Consolidated
                        Companies as of the dates and for the periods  indicated
                        therein,   subject   to   customary   and  usual   audit
                        adjustments consistently applied.

                  (ii)  The Additional  Financial  Statements attached hereto as
                        SCHEDULE  4.1(g)(ii)  have been  prepared in  accordance
                        with GAAP and the books and records of the  Consolidated
                        Companies, are correct and complete, and fairly present,
                        in all material respects, the financial position and the
                        results of operations and cash flows of the Consolidated
                        Companies as of the dates and for the periods  indicated
                        therein,   subject   to   customary   and  usual   audit
                        adjustments consistently applied.

                  (iii) Except  as  set  forth  in   SCHEDULES   4.1(g)(i)   AND
                        4.1(g)(ii)  attached hereto, the Consolidated  Companies
                        have no  direct  or  indirect  indebtedness,  liability,
                        claim,   loss,   damage,   deficiency,   obligation   or
                        responsibility,  known or  unknown,  fixed  or  unfixed,
                        choate or inchoate, liquidated or unliquidated,  secured
                        or   unsecured,   accrued,   absolute,   contingent   or
                        otherwise, including, without limitation, liabilities on
                        account of Taxes, other governmental charges or lawsuits
                        brought, whether or not of a kind required by GAAP to be
                        set forth on a financial  statement,  except for (A) the
                        liabilities   and   obligations   of  the   Consolidated
                        Companies   disclosed  in  the  Consolidated   Financial
                        Statements  and the Additional  Financial  Statements or
                        (B)  liabilities  incurred  or accrued  in the  Ordinary
                        Course of Business since January 31, 2003.

            (h)  TAXES.  Each of the  Consolidated  Companies  has duly filed or
caused to be filed all Tax  reports and  returns  that it was  required to file.
Except as set forth in SCHEDULE  4.1(h)  attached  hereto,  all such reports and
returns were prepared and filed in accordance with


                                       22
<PAGE>

Applicable Law and, to the Knowledge of  Shareholders,  are correct and complete
in all material  respects and the Corporation has not reported on its income tax
returns  any  positions  taken  therein  that could  give rise to a  substantial
understatement of federal or other income tax. No claim has ever been made by an
authority in a  jurisdiction  where any of the  Consolidated  Companies does not
file Tax returns that it is or may be subject to taxation by that  jurisdiction.
All Taxes owed by each of the  Consolidated  Companies as set forth on any filed
return  have been  fully  paid or fully  reserved  against  in the  Consolidated
Financial Statements.  Each of the Consolidated  Companies has withheld and paid
all Taxes  required to have been  withheld and paid in  connection  with amounts
paid or owing to any employee,  creditor,  independent contractor or other third
party.  Except  as set  forth in  SCHEDULE  4.1(h),  there is no  action,  suit,
proceeding,  investigation,  audit dispute or claim concerning any Tax Liability
of any of the  Consolidated  Companies  either  (i)  claimed  or  raised  by any
authority  in  writing  or (ii) as to which  the  Shareholders  have any  actual
knowledge, and, to the knowledge of the Shareholders, there exists no reasonable
basis for the making of any such actions,  suits,  proceedings,  investigations,
audit disputes or claims.  There is not now and there will not be, any liability
for federal,  state, local or foreign income,  sales, use,  employment,  excise,
property,   franchise,   ad  valorem,   license,   employment  or  other  Taxes,
assessments,  fees,  charges or additions to Tax arising out of, or attributable
to, or affecting  the Assets or the conduct of the Business  through the Closing
Date,  for which any of the  Consolidated  Companies will have any Liability for
payment or otherwise in excess of the amounts so paid by any of the Consolidated
Companies  which would be reflected  as a liability  of any of the  Consolidated
Companies  in its  financial  statements  if prepared as of the Closing  Date in
accordance with GAAP.  Except as set forth in SCHEDULE  4.1(h) attached  hereto,
the Consolidated Companies have not waived any statute of limitations in respect
of Taxes or agreed to any extension of time with respect to a Tax  assessment or
deficiency.  Neither the  Shareholders,  with respect to any of the Consolidated
Companies,  nor any of the  Consolidated  Companies has agreed or is required to
make any  adjustments  pursuant  to  Section  481(a) of the Code or any  similar
provision  of other  tax law,  domestic  or  foreign,  by  reason of a change in
accounting  method  initiated by it or any other  relevant  party nor has it any
knowledge that any taxing  authority has proposed any such  adjustment or change
in accounting method. The Corporation does not have any application pending with
any  taxing  authority  requesting  permission  for any  changes  in  accounting
methods.

            (i) TANGIBLE PROPERTY.

            (i) ASSETS.  SCHEDULE 4.1(i) hereto sets forth all plant, machinery,
            equipment,  furniture,  leasehold improvements,  fixtures, vehicles,
            structures,   any  related  capitalized  items  and  other  tangible
            property used in the Business ("Tangible Property").

            (ii)  TITLE TO  ASSETS.  Except  as  disclosed  in  SCHEDULE  4.1(i)
            attached hereto,  each of the  Consolidated  Companies have good and
            valid  title to, or a valid  leasehold  interest  in,  all  Tangible
            Property, in each case free and clear of any Encumbrances.

            (iii) ENFORCEABILITY OF PERSONAL PROPERTY LEASES. Each of the leases
            for  personal  property  included in the Assets is in full force and
            effect and constitutes


                                       23
<PAGE>

            a  legal,  valid  and  binding  obligation  of  one or  more  of the
            Consolidated Companies and each other party thereto,  enforceable in
            accordance  with its terms,  and there is not existing  under any of
            such leases any default of one or more of the Consolidated Companies
            or any event or condition  which,  with notice or lapse of time,  or
            both, would constitute a default.

            (iv) OPERATING CONDITION. All of the tangible material Assets are in
            operating  condition and  sufficient  state of repair to operate the
            Business as presently conducted by the Consolidated  Companies,  and
            is  inspected,  maintained  and  operated  in  conformity  with  all
            Applicable Law.

            (v) SUFFICIENCY.  Other than as set forth on SCHEDULE 4.1(i),  there
            are no  assets  owned  by any  third  party  which  are  used in the
            operation  of  the   Business,   as   presently   conducted  by  the
            Consolidated Companies.

            (j) BUYOUT  AGREEMENTS.  SCHEDULE 4.1(j) attached hereto,  lists all
agreements  wherein the  Corporation  has the right or  obligation to repurchase
shares of any of the Subsidiaries held by any Subsidiary Shareholder.

            (k)  AGREEMENT  RELATED  TO OTHER  INSTRUMENTS.  Except as listed in
SCHEDULE  4.1(k) attached  hereto,  the execution and delivery of this Agreement
and the other documents,  instruments and agreements to be entered into pursuant
hereto by the  Shareholders  do not, and the  consummation  of the  transactions
contemplated  hereby and thereby will not,  violate or constitute a breach or an
occurrence of default  under any provision of: (i) any mortgage,  deed of trust,
conveyance  to  secure  debt,  note,  loan or  lien  of any of the  Consolidated
Companies;  (ii) any contract,  lease, sublease or other agreement of any of the
Consolidated Companies; or (iii) any consent, order, judgment or decree to which
any  of  the  Consolidated  Companies  are  a  party  or by  which  any  of  the
Consolidated Companies are bound.

            (l)  ABSENCE OF CHANGES.  Except as  disclosed  in  SCHEDULE  4.1(1)
attached hereto, since January 31, 2002:

                  (i) the  Consolidated  Companies  have  not (a)  sold  leased,
                  licensed,  transferred or assigned any of the Assets, tangible
                  or intangible,  in excess of $10,000 in the  aggregate,  other
                  than for fair consideration in the Ordinary Course of Business
                  and the  Consolidated  Companies have not written up the value
                  of  any  of  the  Assets,  or  (b)  sold,  leased,   licensed,
                  transferred,  assigned  or  disposed  of any  of the  material
                  Assets of the Consolidated Companies.

                  (ii) the  Consolidated  Companies  have not  entered  into any
                  written  contract,  lease,  sublease or license involving more
                  than $25,000,  other than customer contracts and subcontractor
                  contracts  related thereto entered into in the Ordinary Course
                  of Business;

                  (iii)   no   party   (including,   without   limitation,   the
                  Consolidated Companies) has accelerated,  terminated, modified
                  or canceled any


                                       24
<PAGE>

                  contract,  agreement, lease, sublease or license (or series of
                  related contracts, agreements, leases, subleases and licenses)
                  involving  more than $25,000 to which any of the  Consolidated
                  Companies is a party or by which they are bound,  and no party
                  (including,  without limitation,  the Consolidated  Companies)
                  has  threatened,  or notified the  Shareholders  or any of the
                  Consolidated  Companies,  of  its  intent  to do  any  of  the
                  foregoing;

                  (iv) the  Consolidated  Companies have not imposed any written
                  mortgage or pledge of, or permitted or allowed the  subjection
                  of any lien,  charge,  security interest or Encumbrance of any
                  kind on any of its Assets, tangible or intangible;

                  (v) the  Consolidated  Companies have not made or committed to
                  make any  capital  expenditure  (or series of related  capital
                  expenditures) involving more than $25,000;

                  (vi) the  Consolidated  Companies have not created,  incurred,
                  assumed or guaranteed any indebtedness  (including capitalized
                  lease   obligations)   involving  more  than  $25,000  in  the
                  aggregate;

                  (vii) the Consolidated  Companies have not canceled,  amended,
                  delayed or postponed  (beyond its normal practice) the payment
                  of accounts payable and other Liabilities;

                  (viii)  the   Consolidated   Companies   have  not   canceled,
                  compromised,  waived or released any right or claim (or series
                  of related  rights and claims)  involving more than $25,000 in
                  the aggregate;

                  (ix) the Consolidated Companies have not become a defendant in
                  any  legal  action  or  proceeding,   exclusive  of  workman's
                  compensation   claims,   where  the  amount  involved  or  the
                  potential loss is claimed to be more than $25,000;

                  (x)  there  has  been  no  change  made or  authorized  in the
                  charter,  by-laws or other organizational  documents of any of
                  the Consolidated Companies and there has been no change in any
                  method of  accounting  or  accounting  practice  of any of the
                  Consolidated Companies;

                  (xi)  the  Consolidated  Companies  have not  issued,  sold or
                  otherwise  disposed  of, or  authorized  for issuance or sale,
                  their capital stock or other equity securities,  or granted or
                  authorized for issuance or sale any options, warrants or other
                  rights to purchase or obtain  (including  upon  conversion  or
                  exercise) any of its capital stock;


                                       25
<PAGE>

                  (xii) the Consolidated  Companies have not declared, set aside
                  or paid any  dividend  or  distribution  with  respect  to its
                  capital stock or redeemed, purchased or otherwise acquired any
                  of their capital stock;

                  (xiii) the  Consolidated  Companies have not  experienced  any
                  damage,  destruction  or  loss  (whether  or  not  covered  by
                  insurance)  which  has had or could  have a  Material  Adverse
                  Effect;

                  (xiv) the  Consolidated  Companies  have not made any new loan
                  to, or entered into any other  transaction  with, any of their
                  directors,  officers and employees giving rise to any claim or
                  right on their part  against  the Person or on the part of the
                  Person  against  them,  other than in the  Ordinary  Course of
                  Business;

                  (xv) the Consolidated  Companies have not granted any increase
                  in the compensation,  fringe benefits,  or other  compensation
                  of,  or  paid  any  bonus  or  special  payment  of  any  kind
                  (including increases under any bonus, pension,  profit-sharing
                  or other plan or  commitment)  to any of (A) their  employees,
                  other than in the  Ordinary  Course of  Business  or (B) their
                  shareholders, officers or directors or their Related Parties;

                  (xvi) the  Consolidated  Companies  have not  adopted  any (A)
                  bonus, (B)  profit-sharing,  (C) incentive  compensation,  (D)
                  pension, (E) retirement, (F) medical, hospitalization, life or
                  other insurance,  (G) severance,  (H) other plan,  contract or
                  commitment for any of its directors, officers or employees, or
                  modified or  terminated  any existing  such plan,  contract or
                  commitment;

                  (xvii) the Consolidated Companies have not made any charitable
                  or other capital  contribution  outside of the Ordinary Course
                  of Business;

                  (xviii) there has not been any other  occurrence,  commitment,
                  event, incident, action, failure to act or transaction outside
                  the  Ordinary   Course  of  Business   involving  any  of  the
                  Consolidated  Companies  which  has or  will  have a  Material
                  Adverse Effect; and

                  (xix) the  Consolidated  Companies have not received notice of
                  any material  adverse change in their  relationships  with any
                  financial  institution,  customer or supplier  with which they
                  currently do Business,  nor are the Consolidated  Companies or
                  the  Shareholders   aware  of  any  circumstance   that  could
                  reasonably lead to such a change; and

                  (xx) the  Consolidated  Companies have not committed to any of
                  the foregoing.

            (m)  LITIGATION.  Except as otherwise  set forth in SCHEDULE  4.1(m)
attached hereto,  there has been no suit, action,  proceeding,  investigation or
claim ("Litigation") pending


                                       26
<PAGE>

against any of the Consolidated  Companies or any of the Shareholders during the
past three (3) years in  connection  with the Business or the Assets nor, to the
knowledge  of the  Shareholders,  threatened  against  any  of the  Consolidated
Companies  or  any  of the  Shareholders.  There  is no  Litigation  pending  or
threatened against any of the Consolidated  Companies or any of the Shareholders
that materially and adversely  affects any of the  Consolidated  Companies,  the
Assets or the Business or the  transactions  contemplated  by this Agreement and
none of the items described in SCHEDULE 4.1(m),  singly or in the aggregate,  if
pursued and/or resulting in a judgment against any of the Consolidated Companies
or any of the Shareholders would have a Material Adverse Effect on the Assets or
the Business. There are no outstanding judgments, decrees, orders or injunctions
issued against any of the Consolidated Companies or any of the Shareholders that
in any way materially and adversely affects the Business.

            (n)  LICENSES  AND  PERMITS:   COMPLIANCE  WITH  LAW.  Each  of  the
Consolidated  Companies  possesses  all  licenses,  certificates,   permits  and
franchises  required  to be  obtained  from  federal,  foreign,  state,  county,
municipal or other public authorities in the operation of the Business, and each
of the  Consolidated  Companies  is presently  conducting  the Business so as to
comply with all Applicable  Law and in all material  respects with all licenses,
certificates,  permits  and  franchises.  The  Consolidated  Companies  are  not
currently in receipt of written notice from any Governmental Entity alleging the
violation  of  any  Applicable  Law  and to the  knowledge  of the  Consolidated
Companies and the  Shareholders no  investigation,  inspection,  audit, or other
proceeding by any  Governmental  Entity  involving an allegation of violation of
any Applicable Law is threatened or  contemplated.  Attached  hereto as SCHEDULE
4.1(n) are true and correct copies of all reports of inspections of the Business
and Assets  occurred  during the past three (3) years  through  the date  hereof
under  all  Applicable  Law  that  are in  the  possession  of the  Consolidated
Companies, the Shareholders or their agents or employees.

            (o) REAL PROPERTY LEASES.

                  (i) LEASES.  SCHEDULE 4.1(o) attached hereto, lists all leases
                  (each a "Lease," and collectively  the "Leases")  entered into
                  by any of the  Consolidated  Companies  pursuant  to which any
                  real  property  is  occupied  or  used  by  the   Consolidated
                  Companies   with   respect  to  the   Business   (the  "Leased
                  Property").  The  Shareholders  have  delivered  to  Purchaser
                  correct  and  complete  copies of the  Leases  (including  all
                  amendments  thereto) listed in SCHEDULE 4.1(o).  Except as set
                  forth in SCHEDULE  4.1(o)  hereto,  with respect to each Lease
                  listed in SCHEDULE  4.1(o):  (i) the Leases are legal,  valid,
                  binding,  enforceable  and in full force and effect;  (ii) the
                  Leases will continue to be legal, valid, binding,  enforceable
                  and in full force and effect on identical  terms following the
                  Closing,   and   (iii)   there   are  no   disputes,   claims,
                  controversies,  oral  agreements  or  forbearance  programs in
                  effect as to the Leases;  there are no other  agreements  that
                  concern  the right,  title or interest in and to the Leases or
                  grant to any other  Person  the right to occupy  the  Premises
                  used in the  Business.  All rent and  other  sums and  charges
                  payable under the Leases are current,  no notice of default or
                  termination  under the Leases are outstanding,  no termination
                  event or  condition  or uncured  default on the part of any of
                  the  Consolidated  Companies  or on the  part of the  landlord
                  thereunder exists


                                       27
<PAGE>

                  under the Leases,  and no event has  occurred and no condition
                  exists  which,  with the giving of notice or the lapse of time
                  or both, would constitute such a default or termination  event
                  or  condition.  There  are no  subleases,  licenses  or  other
                  agreements  granting to any person other than the Consolidated
                  Companies  any  right to the  possession,  use,  occupancy  or
                  enjoyment  of the premises  demised by the Leases.  All of the
                  premises  demised  under the Leases are used in the conduct of
                  the Business. To the Shareholders Knowledge, no landlord under
                  the Leases have any plans to make any material  alterations to
                  any of the Leased  Property,  the  construction of which would
                  interfere with the use of any portion of the Leased  Property.
                  No  landlord  under  the  Leases  have  any  plans to make any
                  material  alterations  to any of the buildings in which Leased
                  Property is located,  the costs of which  alterations would be
                  borne in any part by a tenant under such Leases.

                  (ii) LEASEHOLD  IMPROVEMENTS.  All improvements located on the
                  Leased Property are in a state of good  maintenance and repair
                  and in a condition  adequate and  suitable  for the  effective
                  conduct  therein of the Business  conducted and proposed to be
                  conducted  by  the   Consolidated   Companies.   The  heating,
                  ventilation, air conditioning, plumbing and electrical systems
                  at the Leased Properties are in and will be at Closing in good
                  working  order and  repair to the extent  that it is  Tenant's
                  obligation.  To the  knowledge of  Shareholders,  the heating,
                  ventilation, air conditioning, plumbing and electrical systems
                  at the Leased Properties are in and will be at Closing in good
                  working  order  and  repair  to  the  extent  that  it is  the
                  landlord's  obligation,  or the Shareholders will have advised
                  the landlord in writing,  with a copy  delivered to Purchaser,
                  of  any  defect  and  requested   correction   of  same.   The
                  Consolidated  Companies  have  not  experienced  any  material
                  interruption in such services  provided to the Leased Property
                  within the last year.

            (p) REAL PROPERTY OWNERSHIP. None of the Consolidated Companies owns
any real property.

            (q) INTELLECTUAL PROPERTY.

                  (i) SCHEDULE 4.1(q) sets forth a complete and accurate list of
                  all United  States,  international  and state (i)  patents and
                  patent   applications,   (ii)  Trademark   registrations   and
                  applications and all material unregistered  Trademarks,  (iii)
                  Internet domain names,  and (iv) copyright  registrations  and
                  applications and Software  (excluding  commercially  available
                  off the shelf Software),  owned by any of the Companies or any
                  other person listed on SCHEDULE  4.1(q) or used in the regular
                  course of business of the Consolidated  Companies as currently
                  conducted,  indicating for each, the applicable  jurisdiction,
                  registration number (or application  number),  date issued (or
                  date filed) and descriptions of such property.


                                       28
<PAGE>

                  (ii) Except as set forth on SCHEDULE 4.1(q),  the Consolidated
                  Companies,  directly or indirectly,  own or presently have the
                  valid  right  to  use  pursuant  to  license  agreements  (the
                  "License Agreements"), or otherwise, all Intellectual Property
                  currently  used  in  connection   with  the  business  of  the
                  Consolidated    Companies   as   currently   conducted   (such
                  Intellectual  Property,  together with the License  Agreements
                  the "Consolidated Companies Intellectual Property").

                  (iii) Except as set forth on SCHEDULE 4.1(q), the Intellectual
                  Property   set  forth  on   SCHEDULE   4.1(q)  is  solely  and
                  exclusively owned by the Consolidated Companies free and clear
                  of all  Encumbrances,  and as for all registered  Intellectual
                  Property,  one of the Consolidated  Companies is listed in the
                  records of the  appropriate  United  States,  state or foreign
                  agency as the sole owner of record for each  registration  and
                  application  for any Patent,  Trademark,  Internet domain name
                  and Copyright.  Except as set forth on SCHEDULE 4.1(q), all of
                  the Intellectual  Property  registrations and applications and
                  common law  trademarks set forth on SCHEDULE  4.1(q),  and the
                  trademark  rights  underlying  any  trademark   registrations,
                  applications  and  common  law  marks  set  forth on  SCHEDULE
                  4.1(q),  are valid and  subsisting,  in full force and effect,
                  and have not been cancelled,  expired, or, to the Knowledge of
                  the Shareholders and the  Consolidated  Companies,  abandoned.
                  Neither the Shareholders nor any of the Consolidated Companies
                  has  received  any  written,  or,  to  the  knowledge  of  the
                  Shareholders  or  any  of  the  Consolidated  Companies,  oral
                  notification   of  any  pending  or   threatened   opposition,
                  interference  or cancellation  proceeding  before any court or
                  registration  authority in any jurisdiction  against the items
                  set  forth  on  SCHEDULE  4.1(q)  or  any  other  Consolidated
                  Companies Intellectual Property, directly or indirectly, owned
                  by  any  of  the   Consolidated   Companies   or  against  any
                  Consolidated  Companies Intellectual Property not owned by any
                  of the Consolidated Companies.

                  (iv)  Except as set  forth on  SCHEDULE  4.1(q),  there are no
                  settlements,   injunctions,  forbearances  to  sue,  consents,
                  judgments,  or orders or similar  obligations  to which any of
                  the Consolidated  Companies is a party or, to the Knowledge of
                  the Shareholders,  is otherwise bound,  which (i) restrict any
                  of the Consolidated  Companies' rights to use any Consolidated
                  Companies  Intellectual  Property,  (ii)  restrict  any of the
                  Consolidated  Companies'  business in order to  accommodate  a
                  third  party's  Intellectual  Property  rights or (iii) permit
                  third  parties to use any  Intellectual  Property  which would
                  otherwise  infringe any  Consolidated  Companies  Intellectual
                  Property.  None of the Consolidated Companies' has licensed or
                  sublicensed   its   rights  in  any   Consolidated   Companies
                  Intellectual  Property  other  than  pursuant  to the  License
                  Agreements  set forth on  SCHEDULE  4.1(q)  and no  royalties,
                  honoraria or other fees are payable by any of the Consolidated
                  Companies  for the  use of or  right  to use any  Consolidated
                  Companies   Intellectual   Property  in  connection  with  the
                  Consolidated


                                       29
<PAGE>

                  Companies' business as currently conducted, except pursuant to
                  the License Agreements set forth on SCHEDULE 4.1(q).

                  (v)  Except  as set  forth on  SCHEDULE  4.1(q),  the  License
                  Agreements,  permits and other  agreements  under which any of
                  the  Consolidated  Companies  has  rights to the  Consolidated
                  Companies   Intellectual   Property   are  valid  and  binding
                  obligations  of such  Consolidated  Companies  and  all  other
                  parties  thereto,  enforceable in accordance with their terms,
                  and the  Shareholders  do not have  Knowledge  of any event or
                  condition not listed on Schedule 4.1(q) which will result in a
                  violation  or breach of, or  constitute  (with or without  due
                  notice  or lapse of time or  both),  a  default  by any of the
                  Consolidated  Companies,  under any such License  Agreement or
                  other agreement.

                  (vi)  The  Shareholders  or the  Consolidated  Companies  have
                  received no written or oral  notification  that the conduct of
                  the  business  of  the  Consolidated  Companies  as  currently
                  conducted infringes any Intellectual  Property rights owned or
                  controlled by any third party  (either  directly or indirectly
                  such as through  contributory  infringement  or  inducement to
                  infringe)  or is  defamatory  or  violative  in any way of any
                  publicity,  privacy, or other rights. Neither the Shareholders
                  nor the  Consolidated  Companies  has  received any written or
                  oral notification of any pending or threatened claims or suits
                  (i)  alleging   that  any  of  the   Consolidated   Companies'
                  activities or the conduct of their  businesses  infringes upon
                  or  constitutes  the  unauthorized  use  of  the  Intellectual
                  Property  rights  of any  third  party,  nor  alleging  libel,
                  slander,  defamation,  or other violation of a personal right,
                  or  (ii)   challenging   the  ownership,   use,   validity  or
                  enforceability  of  any  Consolidated  Companies  Intellectual
                  Property.

                  (vii) Except as set forth on Schedule 4.1(q), to the Knowledge
                  of the Shareholders and the Consolidated  Companies,  no third
                  party is misappropriating,  infringing, or otherwise violating
                  any Consolidated  Companies Intellectual Property, and no such
                  claims  are  pending  against  a  third  party  by  any of the
                  Consolidated Companies.

                  (viii)  The  consummation  of  the  transactions  contemplated
                  hereby  will  not  result  in the  loss or  impairment  of the
                  Consolidated  Companies'  right  to  own  or  use  any  of the
                  Consolidated  Companies  Intellectual Property nor require the
                  consent  of any  Governmental  Authority  or  third  party  in
                  respect  of  any  such  Consolidated   Companies  Intellectual
                  Property.

                  (ix)  Except  as set  forth on  SCHEDULE  4.1(q),  none of the
                  Consolidated  Companies  is  currently  licensing  to a  third
                  party,  and has not  assigned  its rights to any  Consolidated
                  Companies Intellectual Property anywhere in the world.


                                       30
<PAGE>

            (r)   CONTRACTS.

                  (i)  SCHEDULE  4.1(r)(i)  sets  forth a list of the  following
                  contracts,  agreements,  binding bids, binding  proposals,  or
                  binding quotations to which, as of the date hereof, any of the
                  Consolidated  Companies is a party or signatory or pursuant to
                  which any of the Consolidated Companies has third party rights
                  (except  with  respect to the  Leases,  which are set forth on
                  SCHEDULE  4.1(o),  which is hereby  incorporated  by reference
                  into SCHEDULE 4.1(r)(i) and made a part thereof): (i) contract
                  or series of contracts  resulting in a commitment or potential
                  commitment for  expenditure  or other  obligation or potential
                  obligation,  or which  provides  for the receipt or  potential
                  receipt,   involving  in  excess  of  Fifty  Thousand  Dollars
                  ($50,000) in any instance, or series of related contracts that
                  in the aggregate give rise to rights or obligations  exceeding
                  such amount; (ii) indenture,  mortgage,  promissory note, loan
                  agreement,  guarantee or other agreement or commitment for the
                  borrowing  or  lending  of  money  or  Encumbrance  of  Assets
                  involving more than Twenty-Five  Thousand Dollars ($25,000) in
                  each  instance;  (iii)  agreement  which  restricts any of the
                  Consolidated  Companies  from engaging in any line of business
                  or from competing with any other Person; (iv) any partnership,
                  shareholder,   joint   venture,   or  similar   agreement   or
                  arrangement  to which any of the  Consolidated  Companies is a
                  party  (collectively,  and  together  with the  Leases and all
                  other  agreements  required to be disclosed on any schedule to
                  this Agreement,  the "Material Agreements").  The Shareholders
                  have previously made available to Purchaser true, complete and
                  correct copies of all written Material  Agreements.  Except as
                  described  in SCHEDULE  4.1(r)(i)  or as set forth in SCHEDULE
                  4.1(o)  related  to real  property  leases,  the  Consolidated
                  Companies are not a party to any Material Agreement,  which is
                  not terminable by the Consolidated Companies with no more than
                  one (1) month prior  notice.  None of the Material  Agreements
                  was entered into outside the Ordinary Course of Business.

                  (ii) Except as set forth on SCHEDULE  4.1(r)(ii),  each of the
                  Material  Agreements  is in full  force and effect and are the
                  valid and legally  binding  obligations of the  Corporation or
                  the Subsidiary which is party to such Material  Agreement and,
                  to  the  knowledge  of  the  Consolidated  Companies  and  the
                  Shareholders,   the  other  parties  thereto,  enforceable  in
                  accordance  with  their  respective  terms,  subject  only  to
                  bankruptcy, insolvency or similar laws affecting the rights of
                  creditors generally and to general equitable principles.

                  (iii) Neither the Shareholders nor the Consolidated  Companies
                  have received  written or oral notice of default by any of the
                  Consolidated  Companies under any of the Material  Agreements,
                  including any contract or agreement relating to borrowed money
                  to which any of the Consolidated Companies is a party or by or
                  to which it or its Assets are


                                       31
<PAGE>

                  bound or subject,  and no event has occurred  which,  with the
                  passage  of  time or the  giving  of  notice  or  both,  would
                  constitute  a  material  default  by any  of the  Consolidated
                  Companies   thereunder.   Neither  the   Corporation  nor  any
                  Subsidiary  which is party to any Material  Agreement  nor, to
                  the  knowledge  of  the   Shareholders  and  the  Consolidated
                  Companies,  any of the other  parties  to any of the  Material
                  Agreements  is in  material  default  thereunder,  nor, to the
                  knowledge of the Shareholders and the Consolidated  Companies,
                  has an event occurred  which,  with the passage of time or the
                  giving of notice or both would  constitute a material  default
                  by such other party  thereunder.  Neither the Shareholders nor
                  any of the Consolidated Companies have received written notice
                  or,  to the  knowledge  of  the  Shareholders  and  any of the
                  Consolidated   Companies,   oral  notice  of  the  pending  or
                  threatened  cancellation,  revocation or termination of any of
                  the Material Agreements,  including,  without limitation,  any
                  agreements  relating  to  borrowed  money to which  any of the
                  Consolidated  Companies is a party or by or to which it or its
                  assets are bound or subject,  nor are any of them aware of any
                  facts or circumstances  which are reasonably likely to lead to
                  any such cancellation, revocation or termination.

            (s)   LABOR MATTERS.

                  (i) Except as set forth on SCHEDULE  4.1(s)  attached  hereto,
                  within the last three (3) years,  the  Consolidated  Companies
                  have not been  the  subject  of any  union  activity  or labor
                  dispute,  nor has there been any strike of any kind or similar
                  labor activity called, or threatened to be called, against any
                  of the  Consolidated  Companies;  and,  except as set forth on
                  SCHEDULE 4.1(s), the Consolidated  Companies have not violated
                  in any material  respects any applicable  federal or state law
                  or regulation relating to labor or labor practices with regard
                  to the  Business,  including,  without  limitation,  all  laws
                  relating to labor relations,  equal employment  opportunities,
                  fair  employment  practices,   prohibited  discrimination  and
                  similar employment activities,  and the Consolidated Companies
                  are  not  a  party  to  any  collective  bargaining  agreement
                  affecting the Business.

                  (ii) There are no unfair labor  practices,  representation  or
                  other  proceedings  claimed,  pending or threatened before any
                  Governmental  Entity and neither the  Shareholders  nor any of
                  the Consolidated Companies knows of any facts or circumstances
                  which  might  give  rise  to  such  unfair   labor   practice,
                  representation or other proceeding.

            (t)   PENSION AND BENEFIT PLANS.

                  (i) SCHEDULE 4.1(t) attached hereto lists all Employee Benefit
                  Plans that the Consolidated Companies maintain, or at any time
                  since February l, 1995 has maintained,  or to which any of the
                  Consolidated Companies


                                       32
<PAGE>

                  contributes, or at any time since February l, 1995 has had any
                  obligation  to  contribute  for the  benefit of any current or
                  former  employee  of any of the  Consolidated  Companies.  The
                  representations  and  warranties  set  forth in the  following
                  subsections  A, B, C, D, E and F are  with  reference  to such
                  Employee Benefit Plans:

                        (A) Each  Employee  Benefit Plan (and each related trust
                        or  insurance  contract)   complies,   in  form  and  in
                        operation  in  all  material  respects,   and  has  been
                        maintained in material  compliance  with the  applicable
                        requirements  of  ERISA  and  the  Code  and  all  other
                        applicable law including,  but not by way of limitation,
                        the  requirements  of Part 6 of Subtitle B of Title I of
                        ERISA and of Section  4980B of the Code  (together  with
                        any  regulations  and proposed  regulations  promulgated
                        thereunder)  and there has been no notice  issued by any
                        governmental  authority  questioning or challenging such
                        compliance. All Employee Benefit Plans are in compliance
                        with  Code  Section  412,  to  the  extent  that  it  is
                        applicable.  None of the Consolidated  Companies have or
                        have been party to a defined  benefit  employee  pension
                        plan under or subject to ERISA.

                        (B) All required  reports,  disclosures and descriptions
                        (including  Form 5500  Annual  Reports,  Summary  Annual
                        Reports and Summary Plan  Descriptions)  have been filed
                        or  distributed   appropriately  with  respect  to  each
                        Employee  Benefit Plan through plan years ending January
                        31,  2002.  All  required   reports,   disclosures   and
                        descriptions   (including   Form  5500  Annual  Reports,
                        Summary  Annual  Reports and Summary Plan  Descriptions)
                        through  Plan year ended  January  31, 2003 have been or
                        will be  prepared  and  have  been or will be  filed  or
                        distributed  appropriately with respect to each Employee
                        Benefit Plan.

                        (C)   All   contributions    (including   all   employer
                        contributions     and    employee    salary    reduction
                        contributions)  which are due, with the exception of the
                        top heavy minimum contribution of $8,426.42 for Advanced
                        Analytics, Inc., which has been accrued on the Financial
                        Statements and/or the Additional  Financial  Statements,
                        have been paid to each Employee Pension Benefit Plan and
                        all contributions for any period ending on or before the
                        Closing  Date  which are not yet due  through  Plan year
                        ended  January 31, 2003 have been paid to each  Employee
                        Pension  Benefit Plan or properly  accrued  prior to the
                        Closing  Date in  accordance  with the terms of the plan
                        and  past  custom  and  practice  of  the   Consolidated
                        Companies.  All  premiums  or  other  payments  for  all
                        periods  ending on or before the Closing  Date have been
                        paid or properly  accrued with respect to each  Employee
                        Welfare  Benefit  Plan.  All tax filings  required to be


                                       33
<PAGE>

                        made prior to the date of Closing  with  respect to each
                        Employee Benefit Plan have been made,  including but not
                        limited to IRS Forms  990-T and 5330,  and any taxes due
                        in connection with such filings have been paid.

                        (D)  Each  Employee   Pension  Benefit  Plan  meets  the
                        requirements of a "qualified  plan" under Section 401(a)
                        of the Code and a request  has been made for a favorable
                        determination  letter from the Internal  Revenue Service
                        for GUST. No event has occurred and no condition  exists
                        which could result in the revocation of such letter.

                        (E) Except as set forth on SCHEDULE  4.1(t),  there have
                        been no  Prohibited  Transactions  with  respect  to any
                        Employee  Benefit Plan. None of the Shareholders nor any
                        other   Fiduciary   has  any  liability  for  breach  of
                        fiduciary  duty or any other failure to act or comply in
                        connection with the  administration or investment of the
                        assets  of  any  Employee   Benefit   Plan.  No  charge,
                        complaint,    action,   suit,    proceeding,    hearing,
                        investigation,  claim or demand against or involving any
                        Employee   Benefit   Plan   or  with   respect   to  the
                        administration  or the  investment  of the assets of any
                        Employee  Benefit  Plan (other than  routine  claims for
                        benefits)  is  pending  or   threatened.   None  of  the
                        Shareholders has any Knowledge of any basis for any such
                        charge,  complaint,  action, suit, proceeding,  hearing,
                        investigation, claim or demand.

                        (F) With  respect to each  Employee  Benefit  Plan,  the
                        Shareholders  have  furnished to  Purchaser  correct and
                        complete  copies of (1) the plan  documents  and summary
                        plan  descriptions,  (2) the most  recent  determination
                        letter received from the Internal Revenue  Service,  (3)
                        the most recent Form 5500 Annual  Report,  together with
                        all  schedules,  as  required,  filed with the  Internal
                        Revenue   Service  or  the   Department  of  Labor,   as
                        applicable,   and  (4)  all  related  trust  agreements,
                        insurance  contracts and other funding  agreements which
                        implement each Employee Benefit Plan.

                  (ii) The Consolidated Companies do not maintain, contribute to
                  or  have  any  liability  with  respect  to,  and  have  never
                  maintained, contributed nor been required to contribute to any
                  Multiemployer  Plan.  The  Consolidated   Companies  have  not
                  incurred, and none of the Shareholders have Knowledge that the
                  Consolidated  Companies will incur,  any Liability to the PBGC
                  (other than PBGC premium payments) or otherwise under Title IV
                  of ERISA  (including  any  withdrawal  Liability) or under the
                  Code with  respect to any Employee  Pension  Benefit Plan that
                  the Consolidated  Companies maintain or at any time maintained
                  or to which the  Consolidated  Companies  contribute or at any
                  time  contributed  or at any


                                       34
<PAGE>

                  time been required to contribute  unless in each instance such
                  Liability  has been  reflected  or  accrued  on the  Financial
                  Statements or Additional Financial Statements.

                  (iii) The  Consolidated  Companies do not  maintain,  have not
                  maintained,  do not contribute,  have not contributed and have
                  not  been  required  to  contribute  to any  Employee  Welfare
                  Benefit  Plan  providing  health,  accident or life  insurance
                  benefits  to  former   employees,   their   spouses  or  their
                  dependents  other than in accordance with Section 4980B of the
                  Code.

            (u)  INSURANCE.  SCHEDULE  4.1(u)  attached  hereto  sets  forth the
following  information with respect to each insurance policy  (including but not
limited  to  policies  providing  property,  casualty,  liability  and  workers'
compensation   coverage  and  bond  and  surety   arrangements)   to  which  the
Consolidated  Companies  have been a party,  a named  insured or  otherwise  the
beneficiary  of coverage at any time within the past five years (the  "Insurance
Policies"):

                  (i) the name, address and telephone number of the agent;

                  (ii) the name of the insurer, the name of the policyholder and
                  the name of each covered insured;

                  (iii) the policy number and the period of coverage;

                  (iv)  the  scope  (including  an  indication  of  whether  the
                  coverage was on a claims made,  occurrence or other basis) and
                  amount   (including  a  description  of  how  deductibles  and
                  ceilings are calculated and operate) of coverage; and

                  (v) a description of any  retroactive  premium  adjustments or
                  other loss sharing arrangements.

      The  Consolidated  Companies have  previously  provided the Purchaser with
true and complete  copies of all of the  Insurance  Policies,  as amended to the
date hereof.  The Insurance Policies that are currently in effect are designated
as such on SCHEDULE  4.1(u) (the "Current  Policies").  The  Insurance  Policies
provide  adequate  and  customary   coverage  for  the  business  in  which  the
Consolidated  Companies  are engaged and are  sufficient  for  compliance by the
Consolidated  Companies with all requirements of Applicable Law and all material
agreements to which any of the Consolidated Companies is a party or by which any
of the Assets  are  bound.  All of the  Current  Policies  are in full force and
effect and are valid and enforceable in accordance with their terms, and each of
the  Consolidated  Companies has complied with all terms and  conditions of such
policies, including premium payments, except where such non-compliance would not
provide  grounds for termination or a reduction in or declination of coverage by
the insurance  company.  None of the insurance carriers has indicated to the any
of the  Consolidated  Companies or the  Shareholders an intention to cancel,  or
alter the coverage under, any of the Current  Policies.  Other than as set forth
on SCHEDULE 4.1(u), none of the


                                       35
<PAGE>

Consolidated  Companies  has any  claim  pending  against  any of the  insurance
carriers  under any of the  Insurance  Policies  and there has been no actual or
alleged occurrence of any kind which may give rise to any such claim and has not
made any  claims  under any  policy  at any time  since  January  1,  1998.  All
applications for the Insurance Policies are accurate in all respects.

            (v)   EMPLOYEES.

                  (i) Except as disclosed in SCHEDULE 4.1(v)(i) attached hereto,
                  none of the  Consolidated  Companies  have  entered  into  any
                  written  employment  agreement  with any director,  officer or
                  employee of any of the Consolidated Companies, and none of the
                  Consolidated   Companies  have  entered  into  any  agreements
                  granting  severance benefits or benefits payable upon a change
                  of  control  of any of the  Consolidated  Companies  or of the
                  Business. To the actual knowledge of the Shareholders,  no key
                  employee  or group of  employees  has any  plans to  terminate
                  employment with any of the Consolidated Companies.

                  (ii)  SCHEDULE  4.1(v)(ii)  contains  the  names,  descriptive
                  title,  and annual salary rates and other  compensation of all
                  officers, directors,  consultants and employees of each of the
                  Consolidated Companies who do work for any of the Consolidated
                  Companies.

                  (iii) SCHEDULE  4.1(v)(iii)  sets forth a list of all employee
                  policies,  employee  manuals or other  written  statements  of
                  rules or policies as to working conditions,  vacation and sick
                  leave applicable to such persons.

            (w)   CUSTOMERS AND SUPPLIERS.

                  (i) Except as disclosed in SCHEDULE  4.1(w)  attached  hereto,
                  there are no pending disputes or controversies  between any of
                  the Consolidated  Companies and any major customer or supplier
                  of any of the  Consolidated  Companies  where  the  amount  in
                  controversy exceeds, or could reasonably be expected to exceed
                  $5,000 in Losses to the  Consolidated  Companies,  nor, to the
                  Shareholder's  knowledge,  are  there any  facts  which  would
                  impair the relationship of any of the  Consolidated  Companies
                  with its major customers or suppliers.  There has not been any
                  material  adverse  change  in  the  relations  of  any  of the
                  Consolidated   Companies  with  their  respective   customers,
                  suppliers, contractors,  licensors and lessors, as a result of
                  the   announcement  or   consummation   of  the   transactions
                  contemplated  by this Agreement and the  Shareholders  and the
                  Consolidated  Companies  have  no  knowledge  that  any of the
                  Consolidated Companies' major customers or suppliers has or is
                  contemplating  terminating  its  relationship  with any of the
                  Consolidated  Companies.  To the Shareholders'  knowledge,  no
                  major  customer or supplier has  experienced  any type of work
                  stoppage or other material adverse circumstances or conditions
                  that may jeopardize or adversely affect any of


                                       36
<PAGE>

                  the  Consolidated   Companies'  relationship  with  any  major
                  customer or supplier.

                  (ii) The  Consolidated  Companies  nor any Person  acting with
                  authority on behalf of any of the Consolidated Companies,  nor
                  any   Affiliates  of  the   Consolidated   Companies  nor  the
                  Shareholders,  acting alone or  together,  has with respect to
                  the Business directly or indirectly in violation of Applicable
                  Law,  given or  agreed  to give any  gift or  similar  benefit
                  during  the past  two (2)  years  to any  customer,  supplier,
                  trading company,  shipping company,  governmental  employee or
                  other  Person who is or may be in a position to help or hinder
                  the Business (or assist any of the  Consolidated  Companies in
                  connection with any actual or proposed  transaction) which (A)
                  may subject any of the Consolidated  Companies to any material
                  damage or any  material  penalty  in any  civil,  criminal  or
                  governmental litigation,  proceeding or investigation,  (B) if
                  not given, may have had a Material  Adverse Effect,  or (C) if
                  not  continued  in the  future,  may have a  Material  Adverse
                  Effect.

            (x)  GOVERNMENTAL  APPROVALS.  Except  to the  extent  set  forth in
SCHEDULE 4.1(x) attached hereto, no filing or registration with, and no consent,
approval,   authorization,   license,  permit,   certificate  or  order  of  any
Governmental  Entity is required by Applicable Law to permit the Shareholders to
execute,  deliver or perform  this  Agreement  or any  instrument  or  agreement
required hereby to be executed by them at the Closing.

            (y)  POWERS OF  ATTORNEY.  Except as set  forth in  SCHEDULE  4.1(y)
attached hereto,  there are no outstanding powers of attorney executed on behalf
of the Consolidated Companies.

            (z)  GUARANTIES.  Except as set forth in  SCHEDULE  4.1(z)  attached
hereto,  none of the  Consolidated  Companies  are  party to a  Guaranty  or are
otherwise liable for any Liability or obligation (including indebtedness) of any
other  Person  except  for a  Guaranty  made by one or more of the  Consolidated
Companies of the Liabilities of one or more of the Consolidated Companies.

            (aa)  TRANSACTIONS  WITH  RELATED  PARTIES.  Except  as set forth in
SCHEDULE  4.1(aa),  the  Consolidated  Companies are not a party to any material
transaction  with any Person which is a present or former officer or director or
shareholder of or partner of any of the Consolidated  Companies, or Affiliate or
family member of such officer, director, shareholder or partner (each such party
being a Related Party and, collectively,  the "Related Parties").  Except as set
forth on SCHEDULE 4.1(aa),  there are no material commitments to and no material
income  reflected  in  either  the  Consolidated  Financial  Statements  or  the
Additional Financial Statements that has or have been derived from any person or
entity which is a Related Party and, following the Closing, Purchaser shall have
no obligation of any kind or description to any such Related Party other than as
set forth in  accordance  with this  Agreement.  Except as disclosed on SCHEDULE
4.1(aa) or  reflected in either the  Consolidated  Financial  Statements  or the
Additional Financial  Statements,  no material expense relating to the operation
of the Business has been borne by any Person


                                       37
<PAGE>

which is a Related Party.  Except as disclosed on SCHEDULE 4.1(aa),  none of the
Consolidated  Companies  have  any  material  income  reflected  on  either  the
Consolidated Financial Statements or the Additional Financial Statements that is
dependent  upon or  conditioned  on the Business'  affiliation  with any Related
Party and the  Consolidated  Companies  and the  Shareholders  have no reason to
believe  that any  income  source  will  not be  available  to the  Consolidated
Companies  after  Closing  due to  lack of  sufficient  affiliation.  Except  as
disclosed on SCHEDULE 4.1(aa),  the Consolidated  Companies and the Shareholders
have no reason to believe  that any  material  expense  reflected  in either the
Consolidated Financial Statements or the Additional Financial Statements will be
affected by loss of the Business'  affiliation with any Related Party and has no
reason to believe that any expense will increase for the Consolidated  Companies
after  the  Closing  due to lack  of  such  affiliation.  For  purposes  of this
subsection  4.1(aa)  transactions  among  the  Consolidated  Companies  shall be
disregarded.

            (bb) BROKERS AND  INTERMEDIARIES.  The  Corporation has not employed
any broker,  finder, advisor or intermediary in connection with the transactions
contemplated by this Agreement  which would be entitled to a broker's,  finder's
or similar fee or commission in  connection  therewith or upon the  consummation
thereof except for NEBEX.  All agreements that have been entered into with NEBEX
are set  forth  on  SCHEDULE  4.1(bb)  and  full  and  complete  copies  of such
agreements are annexed thereto (the "NEBEX Agreement(s)").

            (cc) TITLE TO  SECURITIES.  At the Closing,  the  Shareholders  will
transfer and convey,  and Purchaser will acquire,  good and marketable  title to
the Shares, free and clear of all Encumbrances. At Closing, the Corporation will
have good and marketable  title to all of the issued and  outstanding  shares of
each of the Subsidiaries,  free and clear of all Encumbrances. Upon the transfer
of the Shares to Purchaser, the Consolidated Companies will possess ownership of
the entire  Business  necessary  to operate  the  Consolidated  Companies  as an
on-going  concern,  including as such Business is presently  being conducted and
there  will be no  assets  not  owned by the  Consolidated  Companies  which are
necessary  or useful to conduct the  Business of the  Consolidated  Companies as
presently conducted.

            (dd) LIST OF ACCOUNTS AND PROXIES. Set forth on SCHEDULE 4.1(dd) is:
(a) the name and address of each bank or other  institution  in which any of the
Consolidated Companies maintains an account (cash,  securities or other) or safe
deposit  box;  (b) the name and  phone  number of each  Consolidated  Companies'
contact  person  at such  bank or  institution;  (c) the  account  number of the
relevant account and a description of the type of account;  (d) the name of each
person  authorized by any of the Consolidated  Companies to effect  transactions
therewith  or to have  access  to any safe  deposit  box or  vault;  and (e) all
proxies, powers of attorney or other like instruments to act on behalf of any of
the Consolidated Companies in matters concerning its business or affairs.

            (ee) ENVIRONMENTAL AND SAFETY MATTERS.

                  (i)  Except  as set  forth on  SCHEDULE  4.1(ee),  each of the
                  Consolidated  Companies is currently  in  compliance  with all
                  Environmental  and Safety  Requirements,  and the Shareholders
                  have not incurred Liabilities or is subject to any corrective,
                  investigatory   or   remedial    obligations   arising   under
                  Environmental and Safety  Requirements  which relate to any of
                  the


                                       38
<PAGE>

                  Consolidated  Companies or any of their respective  properties
                  or facilities, except for such matters which is not reasonably
                  likely to result in a Material Adverse Effect.

                  (ii) The  Consolidated  Companies  have not  treated,  stored,
                  disposed  of,  arranged  for or  permitted  the  disposal  of,
                  transported,  handled  or  released  any  hazardous  substance
                  causing  any of them to incur  any  Liabilities  for  response
                  costs,  natural resource damages or attorneys fees pursuant to
                  the  Comprehensive  Environmental  Response,  Compensation and
                  Liability  Act of 1980,  as amended  ("CERCLA"),  or any other
                  Environmental and Safety Requirements, which is not reasonably
                  likely to give rise to a Material Adverse Effect.

                  (iii) The Consolidated  Companies have not either expressly or
                  by operation of law,  assumed or  undertaken  any liability or
                  corrective,  investigatory or remedial obligation of any other
                  Person relating to any Environmental and Safety  Requirements,
                  which is not  reasonably  likely  to give  rise to a  Material
                  Adverse Effect.

            (ff) ACCOUNTS RECEIVABLE,  NOTES RECEIVABLE,  AND COSTS IN EXCESS OF
BILLING.  All accounts,  notes receivable and costs in excess of billing of each
of the Consolidated  Companies as of the date hereof have arisen in the Ordinary
Course of Business,  represent valid obligations to such company for sales made,
services   performed  or  other  charges  and  are,  to  the  knowledge  of  the
Shareholders and the Consolidated  Companies,  not subject to claims or set-off,
or other defenses or  counter-claims  except for reserves for bad debts provided
on either the  Consolidated  Financial  Statements or the  Additional  Financial
Statements. All items which are required by GAAP to be reflected as accounts and
notes receivable on the Consolidated  Financial  Statements and on the books and
records of the Consolidated Companies are so reflected and have been recorded in
accordance  with GAAP on a  consistent  basis in a manner  consistent  with past
practice.

            (gg) INVESTMENT IN THE  CONSIDERATION  SHARES.  The Shareholders are
acquiring  the  Consideration  Shares for their own  account  and will not sell,
transfer,  or  otherwise  dispose  of  any of the  Consideration  Shares  or any
interest therein,  without  registration under the Securities Act and applicable
state "blue sky" laws,  except in a transaction  which in the opinion of counsel
reasonably  acceptable to Purchaser is exempt  therefrom.  The  Shareholders are
each an "accredited investor" as that term is defined in rules promulgated under
the Securities Act. The Shareholders  each have such knowledge and experience in
financial  and business  matters as to be capable of  evaluating  the merits and
risk of an  investment in the  Purchaser  Common Stock and has obtained,  in its
judgment, sufficient information from Purchaser to evaluate the merits and risks
of an investment  in the Purchaser  Common  Stock.  The  Shareholders  have been
provided  the  opportunity  to  obtain  information  and  documents   concerning
Purchaser and the Purchaser Common Stock, and have been given the opportunity to
ask  questions of, and receive  answers from,  the directors and officers of the
Purchaser  concerning Purchaser and the Purchaser Common Stock and other matters
pertaining to this investment.  The  Shareholders  acknowledge that the offer of
the Purchaser Common Stock will not be reviewed by any  Governmental  Entity and
is being sold to the Shareholders in reliance upon exemption from the Securities
Act. The


                                       39
<PAGE>

Shareholders  are aware of the risks  inherent in an investment in the Purchaser
and  specifically  the risks of an investment in the Purchaser  Common Stock. In
addition,  the  Shareholders  are aware and  acknowledges  that  there can be no
assurance of the future  viability or  profitability  of the Purchaser,  nor can
there be any assurance  relating to the current or future price of the Purchaser
Common Stock, as quoted on the NASDAQ System, or market conditions generally.

            (hh) DISCLOSURE.  No  representation or warranty of the Shareholders
contained in this Agreement, or the schedules hereto, and no closing certificate
furnished by the  Shareholders to the Purchaser at the Closing  contains or will
contain  any untrue  statement  of a material  fact or omits to state a material
fact necessary in order to make the statements  contained herein or therein,  in
light of the circumstances in which they are made, not misleading.

            (ii)  FIRPTA.  Neither of the  Shareholders  are a `foreign  person'
within the meaning of Section 1445 of the Code.

      Section 4.2 REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser hereby
represents  and  warrants  to  the  Shareholders  that  each  of  the  following
statements is true, accurate and complete as of the date hereof in all respects:

            (a)  ORGANIZATION  AND  STANDING.  Purchaser is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New  York,  and has the  full  corporate  power  and  authority  to carry on its
business in the places and as it is now being conducted and to own and lease its
properties and assets.

            (b) CORPORATE POWER AND AUTHORITY.  Purchaser has the full corporate
power  and  authority  to  execute  and  deliver  this  Agreement  and the other
documents,  instruments,  and  agreements to be entered into pursuant  hereto by
Purchaser,   to  perform  hereunder  and  thereunder,   and  to  consummate  the
transactions  contemplated  hereby and thereby without the necessity of any act,
approval or consent of any other  Person or entity  whomsoever.  The  execution,
delivery and  performance  by Purchaser  of this  Agreement,  and each and every
other agreement, document and instrument to be executed, delivered and performed
in connection  herewith  have been,  or by the Closing will be,  approved by all
requisite corporate action on the part of Purchaser and constitute or will, when
executed and delivered,  constitute the legal,  valid and binding  obligation of
Purchaser,  enforceable  against it in accordance with their  respective  terms,
except  as   enforceability   may  be   limited   by   bankruptcy,   insolvency,
reorganization,  moratorium  and other  similar laws from time to time in effect
affecting  the  enforcement  of  creditors'  rights  generally,  and  except  as
enforcement of remedies may be limited by general equitable principles.

            (c) AGREEMENT DOES NOT VIOLATE OTHER INSTRUMENTS.  The execution and
delivery of this Agreement and the other documents,  instruments, and agreements
to be entered into pursuant hereto by Purchaser do not, and the  consummation of
the  transactions   contemplated  hereby  and  thereby  will  not,  violate  any
provisions  of the  Certificate  of  Incorporation,  as amended,  or Bylaws,  as
amended,  of  Purchaser  or,  except as set forth on  SCHEDULE  4.2(c)  attached
hereto,  constitute  an  occurrence  of  default  under any  provision  of:  any
mortgage,  deed of trust,  conveyance to secure debt, note,  loan, lien,  lease,
agreement,  instrument, or any consent, order, judgment or decree to which it is
a party or by which it is bound or its assets are affected.


                                       40
<PAGE>

            (d)  LITIGATION.  There  is no  suit,  action,  proceeding  or claim
pending or, to Purchaser's Knowledge,  threatened against or affecting Purchaser
or  any of its  affiliates  that  would  impair  the  ability  of  Purchaser  to
consummate  the  transactions  contemplated  by this  Agreement  or operate  the
Business or own the Assets after the Closing.

            (e)  APPROVALS.  Assuming  the accuracy of the  representations  and
warranties set forth in Section 4.1(gg) hereof, no filing or registration  with,
and no consent, approval,  authorization,  license, permit, certificate or order
of any  governmental  authority  is  required  by any  applicable  law or by any
applicable judgment, order or decree or any applicable rule or regulation of any
governmental authority, to permit Purchaser to execute,  deliver or perform this
Agreement or any instrument or agreement required hereby to be executed by it at
the Closing.

            (f) BROKERS  AND  INTERMEDIARIES.  Purchaser  has not  employed  any
broker,  finder,  advisor or intermediary  in connection  with the  transactions
contemplated by this Agreement  which would be entitled to a broker's,  finder's
or similar fee or commission in  connection  therewith or upon the  consummation
thereof.

            (g) SOLVENCY. Purchaser is not now insolvent nor will it be rendered
insolvent  at  Closing  after  giving  effect to the  transactions  contemplated
hereby. As used in this section "insolvent" means the inability of Seller to pay
its liabilities as they become due in the usual course of its business.

                                    ARTICLE V

                                    COVENANTS

      Section 5.1 AFFIRMATIVE  COVENANTS OF THE  SHAREHOLDERS.  The Shareholders
hereby  covenant  and agree that prior to the  Closing  Date,  unless  otherwise
expressly  contemplated  by  this  Agreement  or  consented  to  in  writing  by
Purchaser, the Shareholders shall:

                  (a)   cause the Consolidated Companies to operate the Business
                        in the usual and ordinary  course  consistent with their
                        past practices;

                  (b)   use reasonable efforts to preserve  substantially intact
                        the Consolidated  Companies'  business  organization and
                        goodwill,  maintain the Consolidated  Companies'  rights
                        and franchises,  retain the services of the Consolidated
                        Companies'  respective  officers and key  employees  and
                        maintain the Consolidated Companies'  relationships with
                        their customers and suppliers;

                  (c)   cause the  Consolidated  Companies  to maintain and keep
                        their  properties and tangible  Assets in as good repair
                        and  condition  as at  present,  ordinary  wear and tear
                        excepted, and maintain supplies in quantities consistent
                        with their customary business practice;


                                       41
<PAGE>

                  (d)   use  reasonable  best  efforts to keep in full force and
                        effect insurance in amount and scope of coverage to that
                        currently maintained;

                  (e)   comply  promptly with all  requirements  with respect to
                        the  transactions  contemplated by this  Agreement,  and
                        cooperate  promptly  with, and furnish  information  to,
                        Purchaser in connection with any such requirements;

                  (f)   use their reasonable efforts to obtain (and to cooperate
                        with Purchaser in obtaining) any consent,  authorization
                        or approval of, or exemption by, any Person  required to
                        be obtained or made by the  Shareholders  in  connection
                        with the transactions contemplated by this Agreement;

                  (g)   use  their   reasonable   efforts  to  bring  about  the
                        satisfaction of the conditions  precedent to Closing set
                        forth in Section 3.2 of this Agreement; and

                  (h)   promptly  advise  Purchaser  orally  and within ten (10)
                        business  days  thereafter,  in writing of any change in
                        the Business or  condition  that has had or is likely to
                        have  a  Material  Adverse  Effect  upon  the  business,
                        operations,  condition  (financial  or otherwise) of the
                        Consolidated Companies.

      Section 5.2  AFFIRMATIVE  COVENANTS  OF THE  SHAREHOLDERS  RELATING TO DUE
DILIGENCE AND THE AUDIT. From the Effective Date and until the Closing Date, the
Shareholders  hereby covenant and agree to cause the  Consolidated  Companies to
afford Purchaser and its Representatives,  including its designated  accountants
in connection with the Audit, reasonable access to the properties and facilities
of the  Consolidated  Companies,  and cause the  Consolidated  Companies to make
available to Purchaser and its  Representatives,  all books and records relating
to the  Consolidated  Companies  and to the  Business  and shall  cooperate  and
provide  reasonable  support to such auditors to the extent reasonably  required
for such  auditors  to  promptly  complete  the Audit.  The rights of access and
investigation  provided for in this Section 5.2 shall be conducted during normal
business  hours,  upon  reasonable  prior  notice  and in such  manner as not to
interfere  unreasonably  with the  operation of the Business.  The  Shareholders
authorize Purchaser to disclose to such banks, lenders,  potential investors and
investors,  as well as Purchaser's  attorneys,  accountants  and other financial
advisors,  all financial  statements and other  information of the  Consolidated
Companies  reasonably  required by such  persons to evaluate  an  investment  in
Purchaser. In the event that Purchaser is requested to provide audited financial
statements to Purchaser's banks, lenders or investors, the Corporation shall use
best efforts to provide  Purchaser with such audited  financial  statements,  at
Purchaser's expense.

      Section 5.3  NEGATIVE  COVENANTS  OF THE  SHAREHOLDERS.  The  Shareholders
hereby covenant and agree that prior to the Closing,  unless otherwise expressly
contemplated by this


                                       42
<PAGE>

Agreement or consented to in writing by Purchaser,  the  Shareholders  shall not
permit the Consolidated Companies to do any of the foregoing:

            (a)  except  as set  forth on  SCHEDULE  5.3(a),  (i)  increase  the
      compensation  payable to or to become payable to any director,  officer or
      employee,  unless such  increase  results  from the  operation  of written
      compensation  agreements  or past  practices  in effect  prior to the date
      hereof;  (ii) grant any severance or termination  pay (other than pursuant
      to the normal severance policy of the Consolidated  Companies as in effect
      on the date of this  Agreement)  to, or enter into or amend any employment
      or severance  agreement  with,  any director,  officer or employee;  (iii)
      establish,  adopt or enter into any employee  benefit plan or arrangement;
      or (iv) except as may be required by applicable law, amend in any material
      respect,  or take any other  actions  with respect to, any of the Employee
      Benefit Plans or any of the plans, programs, agreements, policies or other
      arrangements described in Section 4.1(t) of this Agreement.

            (b) take any willful  action for the primary  purpose of causing any
      condition to Closing (as set forth in Article III hereof) to be materially
      delayed or fail to be satisfied;

            (c) sell,  transfer,  license,  lease or  otherwise  dispose  of, or
      suffer or cause the  encumbrance by any lien upon any of its properties or
      assets, tangible or intangible,  or any interest therein other than in the
      Ordinary Course of Business; and provided ,that any such sale, transfer or
      disposition which would otherwise be in the Ordinary Course of Business is
      nevertheless  not  inconsistent  with this  Agreement or the  transactions
      contemplated hereby;

            (d) make or commit to make any capital expenditures exceeding in the
      aggregate Twenty-Five Thousand Dollars ($25,000);

            (e) except as listed on SCHEDULE  5.3(e),  enter into any  agreement
      which would be a Material  Agreement,  or amend or terminate  any existing
      Material Agreement, which is outside the Ordinary Course of Business. With
      respect to the foregoing,  the Corporation  shall provide Purchaser with a
      complete  list of any such  Material  Agreements  not entered  into in the
      Ordinary  Course of  Business  between the  Effective  Date hereof and the
      Closing Date;

            (f)  except  as  set  forth  on  SCHEDULE  5.3(f),  enter  into  any
      commitment or  transaction  other than in the Ordinary  Course of Business
      consistent with past practices;

            (g) change any of the Consolidated Companies' accounting principles,
      methods, records or practices;

            (h) create,  incur or assume any liability or  indebtedness,  except
      indebtedness incurred in the Ordinary Course of Business and not exceeding
      Twenty-Five  Thousand  Dollars  ($25,000) in the aggregate,  excluding all
      legal  expenses for the services of outside legal  counsel and  accounting
      expenses of Citrin Cooperman;


                                       43
<PAGE>

            (i) become subject to any Guaranty;

            (j)  (i)  amend  any  of the  Consolidated  Companies'  Articles  of
      Incorporation or By-laws;  (ii) acquire by merging or consolidating  with,
      or agreeing to merge or consolidate with, or purchase substantially all of
      the  stock or  assets  of,  or  otherwise  acquire,  any  business  or any
      corporation,  partnership,  association or other business  organization or
      division thereof,  (iii) enter into any partnership or joint venture, (iv)
      declare,  set aside,  make or pay any  dividend or other  distribution  in
      respect  of  its  capital  stock  or  purchase  or  redeem,   directly  or
      indirectly,  any shares of its capital stock, (v) issue or sell any shares
      of its capital stock of any class or any options, warrants,  conversion or
      other  rights to purchase  any such shares or any  securities  convertible
      into or exchangeable  for such shares,  (vi) reclassify any of its capital
      stock, or (vii) liquidate or dissolve or obligate itself to do so;

            (k) except as set forth on  SCHEDULE  5.3(k),  redeem,  purchase  or
      otherwise  acquire,  directly or  indirectly,  any shares of their capital
      stock or any  option,  warrant or other  right to  purchase or acquire any
      such capital stock;

            (l)  terminate  or  modify,  or  commit  or  cause or  suffer  to be
      committed any act that will result in material  breach or violation of any
      term of or (with or without notice or passage of time, or both) constitute
      a default under or otherwise  give any Person a basis for  non-performance
      under, any indenture,  mortgage,  deed of trust, loan or credit agreement,
      lease,   license   or  other   agreement,   instrument,   arrangement   or
      understanding,  written  or oral,  other  than in the  Ordinary  Course of
      Business;

            (m) apply any Assets to the direct or indirect  payment,  discharge,
      satisfaction or reduction of any amount payable  directly or indirectly to
      or  for  the  benefit  of  the   Shareholders  or  any  Affiliate  of  the
      Shareholders  or any  Related  Party  or to  the  prepayment  of any  such
      amounts,  other than expenses  payable in the Ordinary  Course of Business
      and scheduled  lease payments  under leases set forth on SCHEDULES  4.1(o)
      AND 4.1(r)(i);

            (n) do any act, or omit to do any act or omission to act which would
      cause a violation or breach of any of the  representations,  warranties or
      covenants  of the  Shareholders  or the  Corporation  set  forth  in  this
      Agreement or cause any  representation or warranty set forth herein, or in
      any certificate or other document delivered in connection herewith,  to be
      untrue on the Closing Date;

            (o) take any  action  which  has or could  have a  Material  Adverse
      Effect;

            (p) except as set forth on SCHEDULE 5.3(p),  alter in any manner any
      of the Consolidated  Companies'  existing working capital  facilities,  or
      prepay any debt other than a mandatory  prepayment in the Ordinary  Course
      of Business;

            (q) except as set forth on SCHEDULE  5.3(q),  transfer,  directly or
      indirectly,  in any way, any cash, cash equivalents,  securities, or other
      assets to a Shareholder, or for the


                                       44
<PAGE>

      benefit  of a  Shareholder,  including,  but  not  limited  to,  by way of
      dividend,  loan,  repayment  of  indebtedness,  payment of fees,  or other
      distribution or transfer; or

            (r)  agree,  whether  in  writing  or  otherwise,  to do  any of the
      foregoing.

      Section 5.4 AFFIRMATIVE COVENANTS OF PURCHASER. Purchaser hereby covenants
and agrees that,  unless otherwise  expressly  contemplated by this Agreement or
consented to in writing by the  Shareholders,  Purchaser  will and hereby agrees
to:

            (a)  comply  promptly  with all  requirements  with  respect  to the
      transactions  contemplated by this Agreement,  and furnish  information to
      the Shareholders in connection with any such requirement;

            (b) use its reasonable efforts to obtain any consent,  authorization
      or approval  of, or  exemption  by, any Person  required to be obtained or
      made by Purchaser in connection with the transactions contemplated by this
      Agreement;

            (c) not take any willful  action for the primary  purpose of causing
      any  condition  to  Closing  (as set forth in  Article  III  hereof) to be
      materially delayed or to fail to be satisfied;

            (d) use its commercially  reasonable  efforts to obtain financing to
      consummate the transactions contemplated by this Agreement, and to provide
      reports or updates from time to time to the  Shareholders as to the status
      of such financing;

            (e) use its reasonable  efforts to bring about the  satisfaction  of
      the  conditions  precedent  to Closing  set forth in  Section  3.3 of this
      Agreement;

            (f) following the Closing allow the  Shareholders  to participate in
      the  preparation  of  any  Tax  returns   required  to  be  filed  by  the
      Consolidated Companies for the fiscal year ending January 31, 2003 and any
      short year from  February 1, 2003 through  Closing or such earlier date as
      may be required; and

            (g) following the Closing,  maintain the offices of the  Corporation
      at 3 West 35th  Street,  New York City,  New York (i) for at least two (2)
      years on the 7th floor of such premises after the Closing Date and (ii) at
      least one (1) year on the 4th  floor of such  premises  after the  Closing
      Date.

      Section 5.5  NOTIFICATION.  Each party to this  Agreement  shall  promptly
notify the other party in writing of the  occurrence,  or pending or  threatened
occurrence,  of any event that would  constitute  a breach or  violation of this
Agreement by any party or that would cause any  representation  or warranty made
by the  notifying  party in this  Agreement  to be false  or  misleading  in any
respect  (including  without  limitation,  any event or circumstance which would
have been  required to be disclosed on any schedule to this  Agreement  had such
event or  circumstance  occurred or existed on or prior to the Effective Date of
this  Agreement).  Any such  notification  shall  not  limit or alter any of the
representations, warranties or covenants of the


                                       45
<PAGE>

parties set forth in this  Agreement nor any rights or remedies that a party may
have with respect to a breach of any representation, warranty or covenant.

      Section 5.6 CONFIDENTIALITY.  The parties hereto hereby agree to treat all
of the information required to be disclosed or exchanged in connection with this
Agreement and any other  confidential  information a party hereto  receives from
another party hereto as  confidential,  to not directly or indirectly use any of
such  information  except  in  connection  with  this  Agreement,  and,  if this
Agreement is  terminated  for any reason  whatsoever,  to keep such  information
confidential  and  within  ten (10)  business  days  after  termination  of this
Agreement for any reason, to return to such other party all tangible embodiments
(and all copies) of such  information  which are in its possession.  The parties
hereto may disclose on a confidential basis the transactions contemplated hereby
and any  information  which such party may obtain from  another  party hereto to
their respective Boards of Directors,  senior management  personnel,  attorneys,
accountants,  financial  advisors,  prospective  investors  in  Purchaser or any
Affiliates  or other  professionals  to the  extent  necessary  to obtain  their
services in connection  with the  transactions  contemplated  hereby.  Purchaser
shall have no  obligation  to treat as  confidential  (i)  information  that was
already in Purchaser's or any of its employees'  possession  prior to disclosure
by the  Consolidated  Companies and/or the  Shareholders;  (ii) information then
generally  known or  available  to the  public or that  later  becomes  publicly
available  other than  through  Purchaser;  or (iii)  information  disclosed  to
Purchaser by a third party who was not bound by an obligation of confidentiality
to the  Consolidated  Companies  and/or  the  Shareholders.  The  obligation  to
maintain  the  confidentiality  of  information  shall  also  not  apply  to any
information  disclosed or  disclosures  made in response to a valid  subpoena or
similar  process or to an order of a court of competent  jurisdiction,  provided
that the disclosing  party shall have used its reasonable best efforts to notify
the other party hereto to whom the confidential  information  belongs in time to
afford such party an opportunity to contest such process or order.

      Section  5.7  FURTHER  ASSURANCES.  At any  time,  and from  time to time,
whether  before or after  the  Closing  Date,  each  party  shall  execute  such
additional instruments,  documents, certifications and other assurances and take
such  actions as may be  reasonably  requested  by any other party to confirm or
perfect or otherwise to carry out the intent and purposes of this Agreement.

      Section  5.8  COVENANT  NOT TO  COMPETE.  Subject  to the  Closing  of the
transactions contemplated by this Agreement, the Shareholders severally covenant
and agree as follows:

            (a) During the five (5) year period that begins on the Closing Date,
      the  Shareholders  shall  not,  whether  for their own  account or for the
      account  of any other  party  other  than the  Consolidated  Companies  or
      Purchaser or its  Affiliates,  directly or  indirectly  engage or have any
      financial  interest  in,  own,  manage,  operate,   finance,   control  or
      participate in the ownership, management,  operation, financing or control
      of, be employed by,  associated with or in any manner connected with, lend
      their  name to or any  similar  name to,  lend  their  credit to or render
      services or advice to, any  organization  or activity  which in any manner
      competes with (A) the  Consolidated  Companies with respect to Business or
      (B) the Purchaser or its Affiliates with respect to Purchaser's  Business.
      For  purposes of this  Section  5.8,  the term  "compete"  shall mean with
      respect to the Consolidated Companies or the Purchaser and its Affiliates:
      (i) with respect to or in


                                       46
<PAGE>

      connection with conducting any Business or Purchaser's  Business,  calling
      on,  soliciting,  taking  away,  or  accepting  as a client or customer or
      attempting  to call on,  solicit,  take  away or  accept  as a  client  or
      customer, any individual, person, partnership, corporation, association or
      other  entity or  enterprise  that is or was a client or  customer  of the
      Consolidated Companies or the Purchaser or its Affiliates on or within two
      (2) years of the Closing  Date;  (ii) with respect to any business  reason
      other  than in  connection  with the  Business  or  Purchaser's  Business,
      calling on, soliciting,  taking away, or accepting as a client or customer
      or  attempting  to call on,  solicit,  take  away or accept as a client or
      customer, any individual, person, partnership, corporation, association or
      other  entity or  enterprise  that is or was a client or  customer  of the
      Consolidated Companies or the Purchaser or its Affiliates on or within two
      (2) years of the Closing Date without the prior written consent of the CEO
      of the Purchaser in each instance,  which consent will not be unreasonably
      delayed or  withheld;  (iii)  soliciting,  taking  away or  attempting  to
      solicit  or  take  away,  employ  or  otherwise  engage  as  an  employee,
      independent contractor or otherwise,  any person who is or was an employee
      of the  Consolidated  Companies or the  Purchaser or its  Affiliates on or
      within  one (1) year of the  Closing  Date,  on behalf of any  individual,
      person,   partnership,   corporation,   association  or  other  entity  or
      enterprise conducting Business or Purchaser's  Business;  (iv) inducing or
      attempting  to induce any  employee of the  Consolidated  Companies or the
      Purchaser and its Affiliates to terminate employment with the Consolidated
      Companies or the  Purchaser  and its  Affiliates,  as the case may be; (v)
      entering  into or  attempting  to enter  into any  business  similar to or
      competing in any way with the Business or the  Purchaser's  Business.  For
      purposes of this Section  5.8(a),  the words  "directly or  indirectly" as
      they  modify  the word  "compete"  shall  mean  (i)  acting  as an  agent,
      representative,   consultant,   officer,  director,  manager,  independent
      contractor   or  employee   of  any   individual,   person,   partnership,
      corporation, association, limited liability corporation, limited liability
      partnership  or  other  entity  or  enterprise  which  competes  with  the
      Consolidated  Companies,   the  Business  or  Purchaser's  Business,  (ii)
      participating  in any such  competing  entity or  enterprise  as an owner,
      member, partner, limited partner, joint venturer,  creditor or stockholder
      (except as a stockholder holding less than a one percent (1 %) interest in
      a corporation  whose shares are actively  traded on a regional or national
      securities  exchange or have been  registered  under  Section 12(g) of the
      Securities and Exchange Act of 1934, as amended);  and (iii) communicating
      to any such  competing  entity or enterprise the names or addresses or any
      other information  concerning any past, present or identified  prospective
      client or customer.

            (b) during the five (5) year period that begins on the Closing Date,
      the  Shareholders  shall  not  interfere  with  any  of  the  Consolidated
      Companies',  the Purchaser's or Purchaser's Affiliates' relationships with
      any party,  including any party who,  during the one year period ending on
      the Closing Date, was an employee, contractor, supplier or customer of any
      of the Consolidated Companies,  the Purchaser, or Purchaser's Affiliates'.
      The  Shareholders  shall not make public  statements  which may negatively
      impact any of the  Consolidated  Companies,  the Purchaser or  Purchaser's
      Affiliates, or any of its shareholders,  directors, officers, employees or
      agents with respect to the customers,  suppliers,  products,  personnel or
      business of Purchaser, Purchaser's Affiliates, and any of the Consolidated
      Companies. For purposes of this Section 5.8(b),


                                       47
<PAGE>

      "interfere"  shall mean  intentional or grossly  negligent acts or conduct
      that is reasonably  likely to hamper,  hinder or disturb the relationships
      between  the   Consolidated   Companies,   the  Purchaser  or  Purchaser's
      Affiliates and any applicable party.

            (c) the Shareholders shall not at any time,  directly or indirectly,
      use or purport to authorize any Person to use any name,  mark,  copyright,
      logo,  a trade dress or other  identifying  words or images  which are the
      same as or similar to those used  currently or in the past by Purchaser or
      the  Consolidated  Companies,  in connection  with any product or service,
      whether  or not such use would be in a business  competitive  with that of
      Purchaser or the Consolidated Companies.

            (d)  The  parties  acknowledge  and  agree  that  so  long  as  such
      Shareholder is not employed by the Consolidated Companies, employment of a
      Shareholder by a current or former customer or client of the  Consolidated
      Companies (a "Restricted  Customer") will not, in and of itself, result in
      a breach of this Agreement provided that such Shareholder does not conduct
      any work for such customer or client, except as may be allowed pursuant to
      Section  5.8(d)(ii)  hereof,  in any field relating to market research and
      analysis  or  market  data  collection  ("Market  Research")  and  further
      provided that all of the following conditions are met:

            (i) such Shareholder's employment with a Restricted Customer is not,
            at the  time  of the  commencement  of such  employment,  reasonably
            likely to negatively impact the Consolidated Companies' relationship
            with such  Restricted  Customer,  including  its business  with such
            Restricted Customer;

            (ii) such  Shareholder's  Market Research  activities relate only to
            the internal  requirements of such Restricted Customer,  and are not
            provided in connection  with a Restricted  Customer's sale of Market
            Research to third parties;

            (iii) The Consolidated Companies' aggregate sales to such Restricted
            Customer and its Affiliates  were less than $250,000 during the last
            twelve  months  of  the  such  Shareholder's   employment  with  the
            Corporation, unless the Chief Executive Officer ("CEO") of Purchaser
            shall have waived such requirement in writing;

            (iv) such  Shareholder  provides  such  Restricted  Customer  with a
            written  copy  of  this  Section  5.8  in  its  entirety,  and  such
            Restricted  Customer  acknowledges  to  Company  receipt  thereof in
            writing prior to such Shareholder's  employment with such Restricted
            Customer; and

            (v) such  Shareholder  is otherwise in  compliance  with each of the
            covenants and agreements set forth in this Section 5.8.

            (e)  The  Shareholders  hereby  acknowledges  that a  breach  of the
      provisions  of Sections  5.8(a)-(d)  cannot  reasonably  or  adequately be
      compensated  in damages  in an action at law;  and that a breach of any of
      the   provisions   contained  in  Sections   5.8(a)-(d)   will  cause  the
      Consolidated  Companies  irreparable injury and damage. By reason thereof,


                                       48
<PAGE>

      the  Shareholders  hereby agree that the  Consolidated  Companies shall be
      entitled,  in  addition  to any  other  remedies  it may have  under  this
      Agreement or otherwise, to preliminary, temporary and permanent injunctive
      and other  equitable  relief to prevent or  curtail  any actual  breach of
      Sections  5.8(a)-(d)  by the  Shareholders;  provided,  however,  that  no
      specification  in this Agreement of a specific  legal or equitable  remedy
      shall be  construed  as a waiver or  prohibition  against the  pursuing of
      other legal or equitable remedies in the event of such a breach.

            (f)  The  Shareholders  acknowledge  that  (a) the  business  of the
      Consolidated  Companies  is national  and  international  in scope and its
      products are marketed throughout the United States and in other countries,
      territories and possessions;  (b) the Consolidated  Companies compete with
      other  businesses  that are or could be  located in any part of the United
      States and in other countries,  territories and  possessions;  and (c) the
      provisions of this Section 5.8 are reasonable and necessary to protect the
      business  of  the  Consolidated   Companies  and  will  not  restrict  the
      Shareholders from earning a livelihood.

            (g) In the event that the Purchaser  fails to make the payments to a
      Shareholder  under the terms of this  Agreement  (other  than a failure of
      Purchaser  to fulfill its  obligations  to  repurchase  the  Consideration
      Shares  pursuant to Section 2.6 hereof so long as DW purchases or arranges
      for the purchase of the  Exercise  Shares in  accordance  with Section 2.6
      hereof and such Consideration Shares are so repurchased) or his respective
      then-current  Employment Agreement,  which failure continues for more than
      twenty  (20)  business  days after  written  notice  thereof to the CEO of
      Purchaser (except that if two such prior notices have been received by the
      CEO of Purchaser within the past twelve months, no further notice shall be
      required)  and  either (a) such  Shareholder  terminates  such  Employment
      Agreement  for Good  Reason (as defined in such  Shareholder's  Employment
      Agreement)  or (b)  the  Corporation  has  terminated  such  Shareholder's
      Employment   Agreement   other   than  For  Cause  (as   defined  in  such
      Shareholder's  Employment Agreement),  the restrictions imposed by Section
      5.8 hereof with respect to such Shareholder shall no longer be in force or
      effect; provided, that in the event that the Purchaser or such Shareholder
      have a dispute as to whether such  termination was effected (a) other than
      "For  Cause" or (b) for "Good  Reason",  as the case may be, if  Purchaser
      pays to the  Escrow  Agent  when  due such  amounts  as may be due to such
      Shareholder on the assumption that such termination was effected (a) other
      than  "For  Cause"  or (b) for  "Good  Reason"  under  such  Shareholder's
      Employment  Agreement (which amounts shall be held by the Escrow Agent, in
      an  interest  bearing  account  or  IOLA  account,  subject  to the  final
      determination  of an arbitrator or court  pursuant to the terms of Section
      8.6 of this Agreement),  the  restrictions  imposed by Section 5.8 of this
      Agreement   shall  remain  in  full  force  and  effect  until  the  final
      determination  of an arbitrator or order of a court  pursuant to the terms
      of Section  8.6 of this  Agreement.  Any party or parties  awarded a final
      determination  or order in their favor by an arbitrator or court  pursuant
      to  Section  8.6 hereof  shall be  entitled  to recover  from the party or
      parties  against  whom  such  final  determination  or order is given  all
      reasonable  costs and  expenses,  including  reasonable  attorneys'  fees,
      incurred  by  the  prevailing  party  or  parties  with  respect  to  such
      arbitration


                                       49
<PAGE>

      or court proceeding,  such award of costs and expenses to be determined by
      such arbitrator or court.

      Section 5.9 ACQUISITION  PROPOSALS:  NO SOLICITATION.  In consideration of
the substantial expenditure of time, effort, and expense undertaken by Purchaser
in  connection  with  the  negotiation  and  execution  of this  Agreement,  the
Shareholders  agree that unless this Agreement has been terminated by the mutual
agreement  of the  parties,  neither  the  Shareholders,  nor  their  respective
Affiliates, representatives,  employees or agents (collectively, "Agents") will,
between the Effective Date hereof and the Closing,  directly or indirectly,  (i)
assist, solicit, encourage,  negotiate, receive, or accept any proposal (whether
solicited  or  unsolicited)  (an  "Acquisition  Proposal"),  for, or execute any
agreement relating to, a sale of all or any part of the Shares, the Consolidated
Companies,  or their respective  assets or a sale of any equity or debt security
of  the  Consolidated  Companies  or  any  merger,  consolidation,  combination,
recapitalization, sale of any material assets or other transaction involving any
of  the   Consolidated   Companies  with  any  other  party   (collectively,   a
"Transaction"),   or  (ii)  provide  any   information   regarding  any  of  the
Consolidated  Companies  to any  third  party  for the  purpose  of  soliciting,
encouraging or negotiating an  Acquisition  Proposal (it being  understood  that
nothing  contained in clauses (i) or (ii) above shall restrict the  Shareholders
or any of the Agents from providing  information as required by legal  process).
In addition,  the Shareholders shall promptly notify Purchaser in writing of any
third party's  Acquisition  Proposal,  or  communication  in connection with any
potential  Acquisition  Proposal, to the Shareholders or any of the Consolidated
Companies, together with all relevant terms and conditions thereof.

      Section  5.10  SUBSIDIARY  SHAREHOLDERS.  At  or  prior  to  Closing,  the
Shareholders shall cause each of the Subsidiary  Shareholders to transfer to the
Corporation all of the Subsidiary  Shareholders' right title and interest in and
to  their  equity  interests  in and to  the  Subsidiaries  free  and  clear  of
Encumbrances.

      Section 5.11 TAX COVENANTS. (a) Friedland and La Terra, severally, and not
jointly,  each agree to be  responsible  for, and shall pay or cause to be paid,
and shall indemnify and hold the Consolidated  Companies,  Purchaser,  and their
Affiliates and successors (the "Purchaser  Indemnified  Parties")  harmless from
and against fifty percent (50%) of any and all Taxes on an After-Tax  Basis that
may be imposed on or  assessed  against  the  Purchaser  Indemnified  Parties on
account of Taxes  imposed  upon the  Consolidated  Companies or their assets (i)
with  respect to (A) all taxable  periods  ended on or prior to the Closing Date
and (B) any  taxable  period  commencing  prior  to the  Closing  Date up to and
including the Closing Date, if and to the extent,  but only to the extent,  that
the  liability  for such Taxes exceeds the  liabilities  or accruals  taken into
account in SCHEDULE 5.11 annexed hereto for Taxes relating to such periods; (ii)
with respect to any Person other than any of the Consolidated  Companies arising
under Reg.  Section  1.1502-6  (or any similar  provision  or state,  local,  or
foreign law), or as a transferee or successor or by contract or otherwise; (iii)
with  respect to any and all Taxes  allocated  to the  Shareholders  pursuant to
Section  5.11(c)  hereof;  (iv) with respect to any Taxes incurred by or imposed
upon any of the  Shareholders in connection with the  transactions  contemplated
hereby;  (v) with respect to Tax liabilities of the  Shareholders  arising after
the  Closing  Date,  or (vi)  arising  from any  misrepresentation  or breach of
warranty  contained in Section 4.1 hereof.  The  Shareholders  shall also pay or
cause to be paid and shall indemnify and hold harmless the Purchaser Indemnified
Parties from and against all losses,  damages and  reasonable  third party costs
and


                                       50
<PAGE>

expenses (including reasonable attorney,  accountant and expert witness fees and
disbursements) ("Related Costs") incurred in connection with the Taxes for which
the Shareholders  indemnify the Purchaser  Indemnified  Parties pursuant to this
Section 5.11 (or any asserted deficiency, claim demand or assessment,  including
the defense or settlement  thereof) or the enforcement of this Section 5.11. Any
payment required to made by the Shareholders pursuant to this Section 5.11 shall
be made within 30 days after written notice from Purchaser.

      (b) Purchaser shall be responsible for, and shall pay or cause to be paid,
and shall indemnify and hold the Shareholders harmless from and against, any and
all Taxes that may be imposed on or assessed against the Shareholders on account
of Taxes imposed on any of the  Consolidated  Companies or their assets (i) with
respect to Taxes for any taxable  periods ended on or prior to the Closing Date,
if and to the extent, but only to the extent,  that the liability for such Taxes
does not exceed the  liabilities or accruals taken into account on SCHEDULE 5.11
for Taxes relating to such periods;  (ii) with respect to taxable periods of the
Consolidated  Companies and the Company Subsidiaries beginning after the Closing
Date and (iii) any and all Taxes  allocated  to the  Purchaser  pursuant to this
Section 5.11 hereof.  The Purchaser shall also pay or cause to be paid and shall
indemnify and hold harmless the Shareholders  from and against all Related Costs
of the  Shareholders  incurred  in  connection  with the  Taxes  for  which  the
Purchaser  indemnifies  the  Shareholders  pursuant to this Section 5.11 (or any
asserted  deficiency,  claim,  demand or  assessment,  including  the defense or
settlement  thereof)  or the  enforcement  of this  Section  5.11.  Any  payment
required to be made by the Purchaser pursuant to this Section 5.11 shall be made
within 30 days of written notice from the Shareholders.

      (c) The Shareholders and Purchaser shall cause the Consolidated  Companies
to close the taxable period of the  Consolidated  Companies on the Closing Date,
unless  such  action is  prohibited  by law.  In any case where  Applicable  Law
prohibits any of the Consolidated Companies from closing its taxable year on the
Closing Date,  then Taxes,  if any,  attributable  to the taxable period of such
Person beginning before and ending after the Closing Date shall be allocated (i)
to Shareholders for the period up to and including the Closing Date, and (ii) to
Purchaser for the period  subsequent  to the Closing Date.  For purposes of this
Section  5.11(c),  Taxes for the period up to and  including  the  Closing  Date
("Shareholders'  Taxes") shall be determined on the basis of an interim  closing
of the  books  as of the end of the  day on the day  before  the  Closing  Date;
provided,  however, that in the case of any Tax not based on income or receipts,
such  Taxes  shall be  equal to the  amount  of such  Tax for the  taxable  year
multiplied  by a fraction,  the  numerator  of which shall be the number of days
from the  beginning  of the  taxable  year  through the  Closing  Date,  and the
denominator of which shall be the number of days in the taxable year.

      (d) The  Shareholders  shall be  responsible  for  filing or causing to be
filed all tax returns  required to be filed by or on behalf of the  Consolidated
Companies on or before the Closing Date, which tax returns shall be filed within
45 days  after  the  Closing  Date  or such  later  date  as may be  allowed  by
Applicable  Law.  Shareholders  shall  provide  to  Purchaser,  for  review  and
approval, a copy of each such tax return at least two (2) weeks prior to the end
of  such  45 day  period  or  later  date.  Purchaser's  approval  shall  not be
unreasonably  withheld or delayed, and in no event shall this section operate to
cause any such return to be filed after the due date  (including  any  extension
thereof)  for the filing of such  return.  Purchaser  shall be  responsible  for


                                       51
<PAGE>

filing or  causing  to be filed all tax  returns  required  to be filed by or on
behalf of the  Consolidated  Companies  after the Closing Date.  With respect to
returns for periods that begin before but end after the Closing Date  ("Straddle
Returns"),  Purchaser  shall  pay or cause to be paid  all  Taxes to which  such
returns relate for all periods covered by such returns; provided,  however, that
the  Shareholders  shall pay to  Purchaser  the amount  determined  pursuant  to
Section  5.11(c)  hereof,  but  only  to the  extent  the  Shareholders  have an
obligation to indemnify  Purchaser for such amounts  pursuant to Section 5.11(a)
hereof,  not later than  fifteen  (15) days  before the due date for  payment of
Taxes with  respect to such tax  returns.  To the extent any Taxes  shown due on
Straddle Returns are indemnifiable by the  Shareholders,  Straddle Returns shall
be  prepared  in a manner  consistent  with  prior  practice,  unless  otherwise
required by Applicable Law, as solely determined by the Consolidated  Companies'
then current independent  accountants in its reasonable discretion,  upon notice
to the  Shareholders.  Purchaser shall provide the Shareholders with a statement
setting forth in reasonable  detail the amount, if any, payable pursuant to this
Section 5.11(d).

      (e) The  Shareholders  and Purchaser shall cooperate fully with each other
and make  available  to each other in a timely  fashion  such Tax data and other
information  and personnel as may be reasonably  required for the payment of any
estimated Taxes and the  preparation of any tax returns  required to be prepared
hereunder.  The Shareholders and Purchaser shall make available to the other, as
reasonably requested, all information,  records or documents in their possession
relating  to Tax  liabilities  of the  Consolidated  Companies  for all  taxable
periods  thereof  ending on,  before or  including  the  Closing  Date and shall
preserve all such information, records and documents until the expiration of any
applicable Tax statute of limitations or extensions thereof; provided,  however,
that in the event a proceeding has been  instituted  for which the  information,
records or documents  are required  prior to the  expiration  of the  applicable
statute of limitations such information,  records or documents shall be retained
until there is a final determination with respect to such proceeding.

      (f) Purchaser and the  Shareholders  shall  promptly  notify each other in
writing upon receipt by the Purchaser or the  Shareholders,  as the case may be,
of  any  notice  of  any  tax  audits  of or  assessments  against  any  of  the
Consolidated Companies or the Company Subsidiaries for taxable periods ending on
or before the  Closing  Date.  The  failure of one party  promptly to notify the
other  party of any such  audit or  assessment  shall not  forfeit  the right to
indemnity except to the extent that the  Shareholders are materially  prejudiced
as a result.  Purchaser shall have the sole right to represent the  Consolidated
Companies'  and  the  Company  Subsidiaries'  interests  in any  tax  proceeding
relating to such tax audits or  assessments  and to employ counsel of its choice
at its expense;  provided,  however,  that Shareholders  shall have the right to
consult with  Purchaser  regarding any tax audit or  assessment  relating to any
taxable period  beginning  before but ending after the Closing Date and provided
further  that any  settlement  or  other  disposition  of any such tax  audit or
assessment  relating to any taxable period beginning before but ending after the
Closing Date that would result in an indemnity  payment by the  Shareholders  to
Purchaser  shall be made  subject  to the  consent  of the  Shareholders,  which
consent shall not be  unreasonably  withheld or delayed.  Purchaser,  on the one
hand, and the Shareholders, on the other, each agree to cooperate fully with the
other and its or their  respective  counsel in the defense against or compromise
of any claim in any tax proceeding.


                                       52
<PAGE>

      (g) The  Shareholders  and Purchaser agree that any payments made pursuant
to this Article V (whether  made  directly to a party or to another  indemnitee)
will be treated by the parties as an adjustment to the Purchase Price.

      (h) All  obligations  under this  Section  5.11 shall  survive the Closing
hereunder and continue  until 10 days following the expiration of the statute of
limitations  on assessment of the relevant Tax.  Notwithstanding  the foregoing,
any claim for indemnification  hereunder shall survive such termination date if,
prior to the termination date, the party making the claim shall have advised the
other party in writing of facts that may  constitute  or give rise to an alleged
claim for indemnification,  specifying in reasonable detail the basis under this
Agreement for such claim.

      (i)  Notwithstanding  any  provision of this Section 5.11 to the contrary,
Friedland and La Terra shall be entitled to the benefit of $288,000  towards any
of their  liabilities  under this  Section  5.11,  if any,  to the extent of the
benefits  actually  received and realized by the  Consolidated  Companies and/or
Purchaser or its  Affiliates  from the $320,000  adjustment  resulting  from the
audit by Deloitte and Touche.

                                   ARTICLE VI

                                   TERMINATION

      Section 6.1 TERMINATION BY PURCHASER.  This Agreement may be terminated by
Purchaser as follows:

      (a) at any time prior to the  Closing in the event that as a result of due
      diligence  examination  Purchaser  shall have  determined that the assets,
      liabilities, revenues, projections, operations, and other business matters
      are not as set forth herein;

      (b) upon a breach of any material  representation,  warranty,  covenant or
      agreement on the part of the Shareholders set forth in this Agreement,  or
      if any material  representation or warranty of the Shareholders shall have
      become  untrue,  in  either  case such  that the  conditions  set forth in
      Section 3.2 of this Agreement would be incapable of being satisfied by the
      Shareholders  on or prior to the  Closing;  provided,  that in any case, a
      willful breach shall be deemed to cause such conditions to be incapable of
      being satisfied for purposes of this Section 6.1(b),  and further provided
      that such breach or untrue  misrepresentation  or  warranty,  other than a
      breach of Section  5.9,  is not cured  within  ten (10) days after  notice
      thereof;

      (c) any legal  proceeding is commenced or  threatened by any  Governmental
      Entity or other Person directed against the consummation of the Closing or
      any other transaction contemplated hereby, and Purchaser reasonably and in
      good faith deems it  impractical or inadvisable to proceed in view of such
      legal proceeding or threat thereof; or


                                       53
<PAGE>

      (d) at any time  after  thirty  (30)  days  from the  date  hereof  if the
      transactions  contemplated  by this  Agreement have not closed within such
      thirty day period.

      Section  6.2  TERMINATION  BY  THE  SHAREHOLDERS.  This  Agreement  may be
terminated by the Shareholders as follows:

      (a) upon a breach of any material  representation,  warranty,  covenant or
      agreement on the part of Purchaser set forth in this Agreement,  or if any
      material representation or warranty of Purchaser shall have become untrue,
      in either case such that the  conditions  set forth in Section 3.3 of this
      Agreement  would be incapable of being  satisfied by Purchaser on or prior
      to the  Closing;  provided,  that in any case,  a willful  breach shall be
      deemed to cause such  conditions  to be incapable of being  satisfied  for
      purposes of this  Section 6.2,  and further  provided  that such breach or
      untrue  misrepresentation  or warranty  is not cured  within ten (10) days
      after notice thereof; or

      (b) at any time  after  thirty  (30)  days  from the  date  hereof  if the
      transactions  contemplated  by this  Agreement have not closed within such
      thirty day period.

      Section 6.3 REMEDIES FOR FAILURE TO CLOSE. (a) Notwithstanding anything to
the contrary in Section  6.3(c),  in the event that (i) the  Shareholders or the
Corporation  or any of their Agents breach Section 5.9 of this  Agreement,  (ii)
the  Closing  does  not  occur,  other  than  as a  result  of the  Shareholders
termination pursuant to Section 6.2(a) above, and (iii) within six (6) months of
termination of this Agreement, the Shareholders or the Corporation enter into an
agreement to consummate a Transaction,  notwithstanding  any other provision set
forth in this Agreement,  the  Shareholders  shall promptly pay to Purchaser and
Purchaser shall be entitled to receive,  within three (3) days after the closing
of the Transaction:

            (x)   Up to  $150,000  of the  Purchaser's  out of pocket  costs and
                  expenses  incurred in connection  with this  Agreement and the
                  transactions   contemplated   hereby,    including,    without
                  limitation,   the  fees  of  all  their  advisers   (including
                  accountants,    attorneys,   financial   advisors,   and   tax
                  consultants  and the  expenses  of such  advisers  billable to
                  Purchaser),   and  travel  expenses  ("Purchaser   Transaction
                  Expenses"); and

            (y)   the sum of three percent (3%) of the consideration paid to the
                  Corporation, the Shareholders, or their respective successors,
                  pursuant to a Transaction (the "Liquidated Damages Amount").

      (b) Payment by Shareholders of the Purchaser  Transaction Expenses and the
Liquidation Damages Amount, as required by paragraph (a) above, shall be in lieu
of, and shall fully satisfy and  discharge,  any claims for damages by Purchaser
in connection with such matters, excluding damages in connection with a claim of
fraud.

      (c)  Notwithstanding  anything  to the  contrary  in  Section  8.1 of this
Agreement,  in the  event  that  (i) the  Purchaser  elects  to  terminate  this
Agreement pursuant to Section 6.1 (other than as a result of a breach of Section
5.9 hereof that results in a payment  pursuant to Section 6.3(a) hereof) or (ii)
the Shareholders elect to terminate this Agreement pursuant to Section 6.2, then


                                       54
<PAGE>

Purchaser,  the  Shareholders  and the  Consolidated  Companies  will bear their
respective   expenses  incurred  in  connection  with  this  Agreement  and  the
transactions  contemplated  hereby and the terms of this Section 6.3(c) shall be
in lieu of, and shall fully satisfy and discharge, any claims for damages by the
Purchaser,  the Shareholders  and the Consolidated  Companies in connection with
such matters, excluding damages in connection with a claim of fraud.

      Section 6.4 NOTICE OF TERMINATION. A party shall provide each of the other
parties with at least ten (10) days' notice prior to termination  under Sections
6.1 and 6.2 hereof and the  opportunity  to cure any such  deficiency or, if not
capable of being  cured in such ten (10) day period,  then to commence  cure and
proceed to complete same  diligently and in any event within thirty (30) days of
such notice.

                                   ARTICLE VII

                                 INDEMNIFICATION

      Section  7.1  SURVIVAL  OF  THE   REPRESENTATIONS   AND  WARRANTIES.   The
representations  and warranties of the  Shareholders and the Purchaser set forth
in this  Agreement and the Ancillary  Agreements  shall survive the Closing Date
and remain in full force and effect  only until  February  28,  2005;  provided,
however,  that the  representations and warranties set forth in Sections 4.1(c),
4.1(d),  4.1(h),  4.1(i),  4.1(m), 4.1(t), and 4.1(cc) shall survive the Closing
Date and  remain  in effect  until  thirty  days  after  the  expiration  of the
applicable statute of limitations.

      Section 7.2 INVESTIGATION. The representations,  warranties, covenants and
agreements  set forth in this  Agreement  shall not be affected or diminished in
any way by any  investigation  (or failure to  investigate) at any time by or on
behalf  of  the  party  for  whose  benefit  such  representations,  warranties,
covenants and agreements  were made. All statements  contained  herein or in any
schedule,  certificate,  exhibit,  list or  other  document  delivered  pursuant
hereto,  shall be deemed to be  representations  and  warranties for purposes of
this Agreement except to the extent otherwise qualified.

      Section 7.3 INDEMNIFICATION GENERALLY.

      (a) BY THE  SHAREHOLDERS.  (i) Friedland and La Terra  severally,  and not
jointly,  each agree to be responsible  for and shall pay and indemnify and hold
harmless  Purchaser  and its  directors,  officers,  employees  and agents from,
against  and in respect  of,  fifty  percent  (50%) of the amount of any and all
liabilities,  damages, claims, deficiencies,  fines, assessments, losses, Taxes,
penalties,  interest (collectively,  "Losses"),  costs and expenses,  including,
without  limitation,  reasonable fees and disbursements of counsel arising from,
in  connection  with,  or incident to (i) any breach or  violation of any of the
representations,  warranties,  covenants  (other than the covenants set forth in
Sections 5.1, 5.2 and 5.3) or agreements of the  Shareholders  contained in this
Agreement or any  agreement,  document or other  writing  referred to herein and
delivered pursuant hereto; (ii) effective upon Closing,  any breach or violation
of any of the  covenants  set forth in Sections  5.1, 5.2 and 5.3 from and after
the Effective Date; (iii) any liability resulting from any litigation  involving
any of the Consolidated Companies,  regardless of whether or not such litigation
was  disclosed  by the  Shareholders  on SCHEDULE  4.1(m) or  otherwise  in this
Agreement or in any other schedule or exhibit hereto; (iv) any and all Taxes


                                       55
<PAGE>

and related penalties, interest or other charges for any unaccrued or unreported
Tax  liabilities  with  respect  to any of the  Consolidated  Companies  for all
periods prior to or including the Closing Date;  (v) any and all claims  arising
at or prior to Closing  relating to,  resulting from or caused (whether in whole
or in part) by any Liability arising (a) from or under any Employee Benefit Plan
(except to the extent  that such  Liability  has been  accrued on the  Financial
Statements  or Additional  Financial  Statements)  or (b) from the  Consolidated
Companies'  failure to fully perform under and comply with the  requirements  of
ERISA with respect to any Employee  Benefit Plan of the  Consolidated  Companies
(vi) any and all claims  arising out of,  relating to,  resulting from or caused
(whether in whole or in part) by any transaction,  event, condition,  occurrence
or  situation in any way  relating to any of the  Consolidated  Companies at any
time or the conduct of their  respective  businesses  arising or occurring on or
prior to the Closing  Date  without  regard to whether  such claim exists on the
Closing  Date or arises  at any time  thereafter  (except  as  disclosed  in the
Consolidated  Financial  Statements or any schedule annexed  hereto);  (vii) any
success fee,  indemnity payment or other payment or reimbursement  that NEBEX is
entitled  to receive  pursuant  to any  agreement  (including  those  annexed to
Schedule  4.1(bb) hereto) or  understanding  that the Shareholders or any of the
Consolidated  Companies  have  entered  into with  NEBEX on or prior to the date
hereof; and (viii) any and all actions, suits, proceedings, demands, assessments
or  judgments,  costs  and  expenses  incidental  to any of the  foregoing.  For
purposes of clarity,  no Shareholder  shall be  responsible  for more than fifty
percent (50%) of Losses  pursuant to the terms hereof as aforesaid,  but payment
by either of them of any  amount of Losses  shall not  release or  diminish  the
amount  required  to be  paid  hereunder  by the  other  Shareholder  such  that
Purchaser  shall at all times be entitled to receive one hundred  percent (100%)
of the Losses.

      (b) BY  PURCHASER.  Purchaser  agrees to indemnify  and hold  harmless the
Shareholders  from,  against  and in respect  of, the full amount of any and all
Losses, costs and expenses,  including, without limitation,  reasonable fees and
disbursements  of counsel  arising from, in connection  with, or incident to (i)
any breach or violation of any of the representations,  warranties, covenants or
agreements of Purchaser contained in this Agreement or any agreement referred to
herein  and  delivered  at or prior to the  Closing;  (ii) any and all  actions,
suits,  proceedings,  demands,  assessments  or  judgments,  costs and  expenses
incidental to any of the  foregoing;  and (iii) claims arising out of conduct of
the business of the Consolidated  Companies  occurring after the Closing Date to
the extent not  caused by the  willful  misconduct  or gross  negligence  of the
Shareholders as Employees of the Corporation.

      (c) BY  THE  CORPORATION.  Solely  during  the  period  commencing  on the
Effective Date through and including the Closing Date, the Corporation agrees to
be responsible  for and shall pay and indemnify and hold harmless  Purchaser and
its directors,  officers,  employees and agents from,  against and in respect of
the amount of any and all liabilities,  damages,  claims,  deficiencies,  fines,
assessments, losses, Taxes, penalties, interest (collectively,  "Losses"), costs
and expenses,  including, without limitation,  reasonable fees and disbursements
of counsel  arising  from,  in  connection  with,  or incident to, any breach or
violation by the  Shareholders  or the Corporation of the covenants set forth in
Sections 5.1, 5.2 and 5.3.

      (d)  INDEMNITY  PROCEDURE.  A  party  or  parties  hereto  agreeing  to be
responsible for or to indemnify against any matter pursuant to this Agreement is
referred to herein as the


                                       56
<PAGE>

"Indemnifying  Party"  and the other  party or  parties  claiming  indemnity  is
referred to as the "Indemnified Party".

            (i) An Indemnified Party under this Agreement shall, with respect to
            claims asserted against such party by any third party,  give written
            notice to the  Indemnifying  Party of any liability which might give
            rise to a claim for indemnity  under this  Agreement,  to the extent
            reasonably possible, not later than eight (8) days prior to the date
            any answer or responsive  pleading is due, and with respect to other
            matters for which the  Indemnified  Party may seek  indemnification,
            give  prompt  written  notice  to  the  Indemnifying  Party  of  any
            liability which might give rise to a claim for indemnity;  provided,
            however,  that any  failure to give such  notice  will not waive any
            rights of the Indemnified Party,  except to the extent the rights of
            the Indemnifying Party are materially prejudiced.

            (ii) The  Indemnifying  Party shall have the right, at its election,
            to take  over the  defense  or  settlement  of such  claim by giving
            written notice to the Indemnified Party at least four (4) days prior
            to the time when an answer or other  responsive  pleading  or notice
            with respect thereto is required.  If the  Indemnifying  Party makes
            such  election,  it may conduct  the  defense of such claim  through
            counsel of its choosing (subject to the Indemnified Party's approval
            of such counsel, which approval shall not be unreasonably withheld),
            shall be solely  responsible  for the  expenses of such  defense and
            shall be bound by the  results of its defense or  settlement  of the
            claim.  The  Indemnifying  Party  shall not  settle  any such  claim
            without prior notice to and consultation with the Indemnified Party,
            and no such settlement involving any equitable relief or which might
            have an  adverse  effect on the  Indemnified  Party may be agreed to
            without the written consent of the Indemnified  Party (which consent
            shall not be  unreasonably  withheld).  So long as the  Indemnifying
            Party is  diligently  contesting  any such claim in good faith,  the
            Indemnified  Party  may pay or  settle  such  claim  only at its own
            expense and the  Indemnifying  Party will not be responsible for the
            fees of separate legal counsel to the Indemnified Party,  unless the
            named   parties  to  any   proceeding   include   both  parties  and
            representation  of  both  parties  by  the  same  counsel  would  be
            inappropriate in the reasonable opinion of the Indemnified Party. If
            the Indemnifying  Party does not make such election,  or having made
            such election does not, in the reasonable opinion of the Indemnified
            Party proceed  diligently to defend such claim, then the Indemnified
            Party may (after written notice to the Indemnifying  Party),  at the
            expense of the Indemnifying Party, elect to take over the defense of
            and  proceed  to  handle  such  claim  in  its  discretion  and  the
            Indemnifying  Party shall be bound by any defense or settlement that
            the  Indemnified  Party may make in good faith with  respect to such
            claim. In connection  therewith,  the Indemnifying  Party will fully
            cooperate with the Indemnified  Party should the  Indemnified  Party
            elect to take over the defense of any such claim.

            (iii) The parties  agree to cooperate in defending  such third party
            claims and the Indemnified  Party shall provide such cooperation and
            such access to its books,


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<PAGE>

            records and properties as the  Indemnifying  Party shall  reasonably
            request  with  respect to any matter  for which  indemnification  is
            sought  hereunder;  and the parties  hereto agree to cooperate  with
            each  other in order to  ensure  the  proper  and  adequate  defense
            thereof.

            (iv)   With   regard  to   claims   of  third   parties   for  which
            indemnification is payable hereunder,  such indemnification shall be
            paid by the Indemnifying Party upon the earlier to occur of: (i) the
            entry of a judgment against the Indemnified Party and the expiration
            of any applicable appeal period, or if earlier,  five (5) days prior
            to the date that the judgment  creditor has the right to execute the
            judgment;  (ii)  the  entry  of an  unappealable  judgment  or final
            appellate  decision  against  the  Indemnified  Party;  or  (iii)  a
            settlement of the claim.  Notwithstanding  the  foregoing,  provided
            that  there is no good  faith  dispute  as to the  applicability  of
            indemnification,   the   reasonable   expenses  of  counsel  to  the
            Indemnified  Party  shall be  reimbursed  on a current  basis by the
            Indemnifying   Party  if  such  expenses  are  a  liability  of  the
            Indemnifying   Party.   With  regard  to  other   claims  for  which
            indemnification is payable hereunder,  such indemnification shall be
            paid  promptly  by  the  Indemnifying   Party  upon  demand  by  the
            Indemnified Party.

      (e)  LIMITATIONS  ON  INDEMNIFICATION.  Anything in this  Agreement to the
contrary notwithstanding, no indemnification payment shall be made to Purchaser,
or their respective directors,  officers,  employees and agents pursuant to this
Agreement,  until the amounts  which  Purchaser  would  otherwise be entitled to
receive as indemnification  under this Agreement aggregate at least $25,000, and
to the  extent  that such  aggregate  amount  exceeds  $25,000,  then only those
amounts that exceed $25,000 shall be payable. The indemnification provisions set
forth in Section  7.3(a)(i)  with respect to Sections  4.1(c),  4.1(d),  4.1(h),
4.1(i),  4.1(m),  4.1(t),   4.1(bb),   4.1(cc),  5.8,  5.10  and  5.11,  Section
7.3(a)(iii),  Section  7.3(a)(iv),  Section  7.3(a)(vii),  Section  8.1 or  with
respect to a claim of fraud or willful  misconduct by the Shareholders shall not
be subject to the limitations set forth in this Section 7.3(e).

      Section 7.4  OBLIGATION.  Subject to the  limitations set forth in Section
7.3, all representations,  warranties, covenants, agreements, and liabilities of
the   Shareholders   under  this  Agreement  shall  be  the  obligation  of  the
Shareholders  and are only for the  benefit  of  Purchaser  and its  successors.
Subject to the  limitations  set forth in Section 7.3, in the case of any breach
or  other  violation  of any of the  terms  and  provisions  of this  Agreement,
Purchaser may seek to enforce any remedy against any or both of the Shareholders
as Purchaser shall determine in its sole  discretion.  None of the provisions of
this  Agreement  shall  give  rise  to  any  right  of  action  by  or  for  the
Shareholders,  and the Shareholders shall not have any rights against any of the
Consolidated   Companies  if  a  remedy  is  sought  or  obtained   against  the
Shareholders because any one or more of the Consolidated  Companies breaches any
representation, warranty, covenant or agreement set forth herein.


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<PAGE>

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

      Section 8.1 EXPENSES.  Except as otherwise  expressly provided for in this
Agreement,  Purchaser  will bear its expenses  incurred in  connection  with the
preparation,  execution, and performance of this Agreement, and the Shareholders
will bear its expenses and the expenses of the Corporation and the  Consolidated
Companies  incurred  prior to and  after  the  Closing  in  connection  with the
preparation,  execution, and performance of this Agreement;  provided,  however,
that all  legal  fees and  expenses  of the  Shareholders  and the  Consolidated
Companies  incurred  in  connection  with  the  Agreement  shall be borne by the
Corporation  in an  amount up to  $55,000  plus all sums up to  $120,000  in the
aggregate paid by the  Consolidated  Companies or the  Shareholders on or before
the date hereof.

      Section 8.2  GOVERNING  LAW.  This  Agreement  shall be  governed  by, and
construed in accordance  with,  the laws of the State of New York  applicable to
agreements to be fully performed within such State.

      Section 8.3  NOTICES.  All notices  and other  communications  required or
permitted hereunder shall be in writing (including telecopier communication) and
be delivered  by  personally  or by  overnight  courier  (with  written  receipt
requested) or telecopied (with confirmed  receipt),  to the following  addresses
(or such other address as any party shall have  designated  from time to time by
notice to the other party):

      If to the Shareholders or the Corporation to:

      Mr. Jay L. Friedland
      425 East 58th Street
      New York, New York  10022

and

      Mr. Robert La Terra
      85 Magnolia Avenue
      Montvale, New Jersey  07645

with a copy to:

      Wormser, Kiely, Galef & Jacobs LLP
      825 Third Avenue
      New York, New York  10022
      Attention:  Robert F. Jacobs, Esq.


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<PAGE>

      If to Purchaser or to DW, to:

      FIND/SVP, Inc.
      625 Avenue of the Americas
      New York,  New York
      Attention: David Walke
                 Peter Stone

with a copy to:

      Kane Kessler, P.C.
      1350 Avenue of the Americas
      26th Floor
      New York, New York  10019
      Attention:  Robert L. Lawrence, Esq.

All such  notices  and other  communications  shall be  effective  upon  written
confirmation  of delivery or if sent by  facsimile,  upon  confirmed  receipt of
transmission.

      Section 8.4 PRESS RELEASES, ETC. No public announcement or other publicity
regarding this the Agreement or the  transactions  contemplated  hereby shall be
made prior to Closing  without the prior  written  consent of Purchaser  and the
Shareholders  as  to  form,   content,   timing  and  manner  of   distribution.
Notwithstanding  the  foregoing,  nothing in this  Agreement  shall preclude the
Purchaser  from  making  any public  announcement  required,  in the  reasonable
opinion  of  Purchaser's  counsel,  in  connection  with  any  federal  or state
securities laws or stock exchange rules.

      Section  8.5 NO WAIVER OF  REMEDIES,  ETC.  No  failure on the part of any
party to exercise, and no delay of any party in exercising,  any right or remedy
available  hereunder or by law shall operate as a waiver thereof;  nor shall any
single or partial exercise of any such right or remedy by any party preclude any
other or further  exercise  thereof or the  exercise  of any other right by such
party.  The remedies  herein  provided are  cumulative  and not exclusive of any
remedies provided by law.

      Section  8.6  ARBITRATION.  Except in the event of the need for  immediate
equitable relief from a court of competent  jurisdiction to prevent  irreparable
harm  pending  arbitration  relief,  and  except  for  enforcement  of a party's
remedies to the extent such enforcement must be pursuant to court  authorization
or order under  applicable  law, any dispute between the parties hereto or under
any other document,  instrument or writing  executed  pursuant to this Agreement
shall be  settled,  by  arbitration  before  three  arbitrators  pursuant to the
Commercial  Arbitration  Rules  of the  American  Arbitration  Association  (the
"Rules") in New York,  New York or such other  location as may be agreed upon by
the parties. For purposes of this Agreement, the parties consent to jurisdiction
in New  York  for  any  arbitration  proceeding  or any  action  to  enforce  an
arbitration award. The arbitrators shall be selected by a joint agreement of the
parties;  provided that if they do not so agree within twenty (20) business days
of the date of the request for arbitration, the selection shall be made pursuant
to the Rules. Nothing in this Agreement shall


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<PAGE>

prevent the parties hereto from settling any dispute by mutual  agreement at any
time. Any party or parties awarded a final determination or order in their favor
by an  arbitrator  or court  pursuant  to this  Section 8.6 shall be entitled to
recover from the party or parties against whom such final determination or order
is given all  reasonable  costs and expenses,  including  reasonable  attorneys'
fees,  incurred  by the  prevailing  party  or  parties  with  respect  to  such
arbitration  or  court  proceeding,  such  award  of costs  and  expenses  to be
determined by such arbitrator or court.

      Section 8.7  COUNTERPARTS.  This  Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed an original of this
Agreement and all of which together shall constitute one and the same agreement.
Delivery of an executed  counterpart  of a signature  page to this  Agreement by
telecopier shall be effective as delivery of a manually executed  counterpart of
this  Agreement,  and delivery by telecopier of an executed  counterpart  of any
amendment  or waiver of any  provision  of this  Agreement  to be  executed  and
delivered  hereunder  shall be  effective  as  delivery  of a manually  executed
counterpart  thereof,  provided,  however,  that in each  instance  an  original
executed counterpart shall be promptly delivered to the other parties by hand or
overnight courier.

      Section 8.8 SECTION AND OTHER  HEADINGS.  The sections and other  headings
contained  in this  Agreement  are for  reference  purposes  only and  shall not
define, limit or extend the meaning or interpretation of this Agreement.

      Section 8.9 ENTIRE  AGREEMENT;  INCORPORATION BY REFERENCE.  All Schedules
and  Exhibits  attached  hereto  and  all  certificates,   documents  and  other
instruments  contemplated to be delivered  hereunder are hereby expressly made a
part of this  Agreement as fully as though set forth herein,  and all references
to this Agreement  herein or in any of such writings shall be deemed to refer to
and include all of such writings.  This Agreement  contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior  agreements and  understandings,  both written and oral, among the parties
with respect to the subject matter hereof.

      Section 8.10 BINDING EFFECT.  This Agreement shall inure to the benefit of
and be binding upon the parties and their respective heirs, executors,  personal
representatives,  successors and permitted  assigns.  Nothing in this Agreement,
express or implied,  is intended to confer on any Person other than the parties,
or their  respective  successors  or permitted  assigns,  any rights,  remedies,
obligations or liabilities under or by reason of this Agreement.

      Section 8.11 AMENDMENT OR MODIFICATION. This Agreement may not be amended,
supplemented  or otherwise  modified by the Parties in any manner,  except by an
instrument  in  writing  signed by each of the  Shareholders  and an  authorized
officer of Purchaser.

      Section 8.12 WAIVER.  Any of the  conditions  precedent to the Closing set
forth in Section 3.2 and Section 3.3 of this  Agreement may be waived in writing
at any time prior to or at the  Closing  by the party  entitled  to the  benefit
thereof,  and any  failure  of any party to comply  with any of its  obligations
hereunder may be waived by the other party.  The failure of any party to enforce
at any time any of the provisions of this Agreement shall in no way be construed
to be a waiver of any such  provision,  nor in any way to affect the validity of
this  Agreement  or any part  thereof  or the right of any party  thereafter  to
enforce each and every such provision, and the


                                       61
<PAGE>

single or  partial  exercise  of any  right  hereunder  by any  party  shall not
preclude any other or further  exercise of such right or any other right by such
party or the other party.

      Section 8.13  SEVERABILITY.  If any provision of this  Agreement  shall be
determined by a court or an arbitrator  selected pursuant to Section 8.6 of this
Agreement to be invalid or unenforceable in any jurisdiction, such determination
shall not affect the validity or enforceability  of the remaining  provisions of
this Agreement in such jurisdiction.  If any provision of this Agreement, or the
application thereof to any Person or entity or any circumstance,  is found to be
invalid or  unenforceable  in any  jurisdiction,  (a) a suitable  and  equitable
provision shall be substituted  therefor in order to carry out, so far as may be
valid or enforceable,  the unenforceable provision and (b) the remainder of this
Agreement and the  application of such  provision to other Persons,  entities or
circumstances shall not be affected by such invalidity or unenforceability,  nor
shall such invalidity or unenforceability  affect the validity or enforceability
of such provision, or the application thereof, in any other jurisdiction.

      Section 8.14  ASSIGNMENT.  This Agreement may not be assigned by any party
without the written  consent of the other party;  provided,  that  Purchaser may
assign  this  Agreement  to a  corporation,  partnership,  or limited  liability
company of which Purchaser maintains majority control.

      Section  8.15  GUARANTY  OF THE  CORPORATION.  Solely  during  the  period
commencing  on the Effective  Date through and  including the Closing Date,  the
Corporation  absolutely,  unconditionally  and  irrevocably  guarantees  to  the
Purchaser the performance of the Shareholders hereunder and the punctual payment
when due,  whether as  scheduled or on any date of a required  prepayment  or by
acceleration, demand or otherwise, of all obligations of the Shareholders now or
hereafter  existing  under or in respect to this  Agreement  including,  without
limitation, any extensions, modifications, substitutions or amendments thereto.

      Section 8.16 SHAREHOLDER  MANAGEMENT  POSITION.  For a period of two years
commencing after the Closing Date, the Shareholders shall be entitled to appoint
one of the Shareholders as  representative to Purchaser's  Operating  Management
Group for so long as such  Shareholder  is an  employee  of  Purchaser.  If such
representative shall resign or be terminated prior to the expiration of such two
year period, the other Shareholder may be substituted and serve in his place.

               [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       62
<PAGE>

      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.

SHAREHOLDERS:                               /s/ Jay L. Friedland
                                            ----------------------------------
                                            Jay L. Friedland

                                            /s/ Robert La Terra
                                            ----------------------------------
                                            Robert La Terra


PURCHASER:                                  FIND/SVP, INC.

                                            By: /s/ David Walke
                                                ------------------------------
                                                Name:  David Walke
                                                Title: Chief Executive Officer

GUIDELINE RESEARCH
CORPORATION (SOLELY WITH
RESPECT TO SECTIONS 2.3, 2.4, 5.3(e)
7.3(c) and 8.1 HEREOF):                     GUIDELINE RESEARCH CORP.

                                            By: /s/ Jay L. Friedland
                                            ----------------------------------
                                                Name:  Jay L. Friedland
                                                Title: Chairman

DAVID WALKE (SOLELY WITH
RESPECT TO SECTIONS
2.6(c), (d), and (h) HEREOF):               /s/ David Walke
                                            ----------------------------------
                                            David Walke