ASSET PURCHASE AGREEMENT
                       by and among

                    ACCESS CORPORATION
                       as Seller

                          and

          UNIVERSAL DOCUMENT MANAGEMENT SYSTEMS, INC.
                      as Purchaser














<PAGE>

                        TABLE OF CONTENTS


ARTICLE I
        Definitions .................................................1
        Section 1.1     Certain General Definitions .................1

ARTICLE II
        Terms of Sale and Payment....................................4
        Section 2.1     Sale of Assets  .............................4
                        2.1.1   The Assets ..........................4
                        2.1.2   Excluded Assets......................5
                        2.1.3   Assumed Liabilities .................5
        Section 2.2     Purchase Price ..............................6
        Section 2.4     The Closing .................................6

ARTICLE III
        Representations and Warranties of the Company and the
        Stockholders ................................................6
        Section 3.1 Organization and Good Standing; Qualification....6
        Section 3.2     Corporate Records ...........................7
        Section 3.3     Authorization and Validity ..................7
        Section 3.4     No Violation ................................7
        Section 3.5     Consents ....................................7
        Section 3.6     Financial Statements ........................8
        Section 3.7     Liabilities and Obligations .................8
        Section 3.8     Employee Matters ............................8
                        3.8.1   Cash Compensation ...................8
                        3.8.2   Compensation Plans ..................8
                        3.8.3   Employment Agreements ...............9
                        3.8.4   Employee Policies and Procedures ....9
                        3.8.5   Unwritten Amendments ................9
                        3.8.6   Labor Compliance ....................9
                        3.8.7   Unions ..............................9
                        3.8.8   Aliens ..............................9
        Section 3.9     Employee Benefit Plans .....................10
                        3.9.1   Identification .....................10
                        3.9.2   Administration .....................10
                        3.9.3   Examinations .......................10
                        3.9.4   Prohibited Transactions ............10
                        3.9.5   Claims and Litigation ..............10
                        3.9.6   Qualification  .....................10
                        3.9.7   Funding Status .....................11
                        3.9.8   Excise Taxes   .....................11
                        3.9.9   Multiemployer Plans ................11
                        3.9.10  PBGC ...............................11
                        3.9.11  Retirees ...........................11
         Section 3.10    Absence of Certain Changes ................13
         Section 3.11    Title; Leased Assets ......................13

<PAGE>
                        3.11.1  Real Property ......................13
                        3.11.2  Personal Property ..................13
                        3.11.3  Leases .............................13
        Section 3.12    Commitments ................................13
                        3.12.1  Commitments; Defaults ..............13
                        3.12.2  No Cancellation or Termination of
                                Commitment .........................15
        Section 3.13    Insurance ..................................15
        Section 3.14    Proprietary Rights and Information .........15
        Section 3.15    Taxes ......................................15
                        3.15.1  Filing of Tax Returns ..............15
                        3.15.2  Payment of Taxes ...................16
                        3.15.3  No Pending Deficiencies,
                                Delinquencies,Assessments or Audits 16
                        3.15.4  No Extension of Limitation Period ..16
                        3.15.5  Withholding Requirements Satisfied..16
                        3.15.6  Foreign Person .....................16
                        3.15.7  Safe Harbor Lease ..................16
                        3.15.8  Tax Exempt Entity ..................16
                        3.15.9  Collapsible Corporation ............17
                        3.15.10 Boycotts ...........................17
                        3.15.11 Parachute Payments .................17
                        3.15.12 S Corporation ......................17
                        3.15.13 Personal Service Corporation .......17
                        3.15.14 Personal Holding Company ...........17
        Section 3.16    Compliance with Laws .......................17
        Section 3.17    Finder's Fee  ..............................17
        Section 3.18    Litigation .................................17
        Section 3.19    Condition of Fixed Assets ..................18
        Section 3.20    Distributions and Repurchases ..............18
        Section 3.21    Banking Relations  .........................18
        Section 3.22    Ownership Interests of Interested Persons;
                        Affiliations ...............................18
        Section 3.23    Environmental Matters ......................18
        Section 3.24    Certain Payments ...........................18

ARTICLE IV
        Representations and Warranties of Purchaser ................19
        Section 4.1     Organization and Good Standing  ............19
        Section 4.2     Authorization and Validity .................19
        Section 4.3     Finder's Fee ...............................19
        Section 4.4     Reserved. ..................................19
        Section 4.5     Filings ....................................19

ARTICLE V
        Covenants of the Company ...................................20
        Section 5.1     Consummation of Agreement ..................20
        Section 5.2     Business Operations ........................20
        Section 5.3     Access .....................................20
        Section 5.4     Notification of Certain Matters ............20
        Section 5.5     Approvals of Third Parties .................21

<PAGE>

        Section 5.6     Employee Matters ...........................21
        Section 5.7     Contracts ..................................21
        Section 5.8     Capital Assets; Payments of Liabilities ....22
        Section 5.9     Mortgages, Liens and Guaranties ............22
        Section 5.10    Acquisition Proposals ......................22
                        5.10.1  Solicited Proposals ................22
                        5.10.2  Other Potential Bidders ............22
        Section 5.11    Distributions and Repurchases ..............23

ARTICLE VI
        Covenants of Purchaser .....................................23
        Section 6.1     Consummation of Agreement ..................23
        Section 6.2     Requirements to Effect Acquisition .........23
        Section 6.3     Access .....................................23
        Section 6.4     Notification of Certain Matters.............24
        Section 6.5     Approvals of Third Parties .................24

ARTICLE VII
        Covenants of all Parties ...................................24
        Section 7.1     Filings; Other Action ......................24
        Section 7.2     Amendment of Schedules .....................25
        Section 7.3     Executive Retention Agreements .............25

ARTICLE VIII
        Conditions Precedent of Purchaser ..........................26
        Section 8.1     Due Diligence ..............................26
        Section 8.2     Representations and Warranties .............26
        Section 8.3     Covenants  .................................26
        Section 8.4     Legal Opinion  .............................26
        Section 8.5     Proceedings ................................26
        Section 8.6     No Material Adverse Change  ................26
        Section 8.7     Securities Approvals    ....................26
        Section 8.8     Simultaneous Closings   ....................26
        Section 8.9     Closing Deliveries .........................27

ARTICLE IX
        Conditions Precedent of the Company ........................27
        Section 9.1     Representations and Warranties .............27
        Section 9.2     Covenants ..................................27
        Section 9.3     Legal Opinions .............................27
        Section 9.4     Proceedings ................................27
        Section 9.5     Government Approvals and Required Consents .27
        Section 9.6     Securities Approvals .......................27
        Section 9.7     Closing Deliveries .........................28
        Section 9.8     Stockholder Approval .......................28
        Section 9.9     Oce Transaction ............................28

<PAGE>


ARTICLE X
        Closing Deliveries .........................................28
        Section 10.1    Deliveries of the Company ..................28
        Section 10.2    Deliveries of Purchaser ....................29

ARTICLE XI
        Post Closing Matters .......................................30
        Section 11.1    Further Instruments of Transfer ............30

ARTICLE XIV
        Termination     ............................................30
        Section 12.1    Termination ................................30
        Section 12.2    Effect of Termination ......................31

ARTICLE XIII
        Nondisclosure of Confidential Information ..................31
        Section 13.1    Nondisclosure ..............................31
        Section 13.2    Damages ....................................32
        Section 13.3    Survival ...................................32

ARTICLE XIV
        Miscellaneous  .............................................32
        Section 14.1    Amendment; Waivers .........................32
        Section 14.2    Assignment .................................32
        Section 14.3    Parties In Interest; No Third Party
                        Beneficiaries ..............................32
        Section 14.4    Entire Agreement ...........................32
        Section 14.5    Severability ...............................33
        Section 14.6    Survival of Representations, Warranties
                        and Covenants ..............................33
        Section 14.7    Governing Law ..............................33
        Section 14.8    Captions ...................................33
        Section 14.9    Gender and Number ..........................33
        Section 14.10   Reference to Agreement .....................33
        Section 14.11   Confidentiality; Publicity and Disclosures .33
        Section 14.12   Notice .....................................34
        Section 14.13   Choice of Forum ............................35
        Section 14.14   No Waiver; Remedies ........................35
        Section 14.15   Counterparts ...............................35
        Section 14.16   Costs, Expenses and Legal Fees .............35

<PAGE>

                        ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement"), dated as of August 19, 
1997, is by and between ACCESS Corporation, an Ohio corporation (including any 
trust successor thereto as contemplated by Section 14.2, the "Company"), and 
Universal Document Management Systems, Inc., an Ohio corporation 
("Purchaser").

                        WITNESSETH:

WHEREAS, the Company is engaged in the business of servicing hardware 
and software for its installed base of customers and third parties, and 
marketing software for the electronic storage, control and processing of 
technical documentation, and

WHEREAS, the Company desires to sell to Purchaser and Purchaser desires 
to purchase from the Company substantially all of the Company's assets (except 
the Excluded Assets as defined below) and assume all of the Company's 
liabilities as of the Closing Date (as defined herein) upon the terms and 
conditions hereinafter set forth,

NOW, THEREFORE, and in consideration of the mutual representations, 
warranties and covenants herein contained, and on the terms and subject to the 
conditions herein set forth, the parties hereto hereby agree as follows:

                        ARTICLE I

                        Definitions

SECTION     CERTAIN GENERAL DEFINITIONS.  As used in this 
Agreement, the following terms shall have the meanings set forth below:

        1.1.1  "actual knowledge", "have no actual knowledge of, "do 
not actually know of" and similar phrases shall mean (i) in the case of a 
natural person, the actual conscious awareness, or not, as the context 
requires, of the particular fact by such person, and (ii) in the case of an 
entity, the actual conscious awareness, or not, as the context requires, of 
the particular fact by any director or executive officer of such entity.

        1.1.2  "Affiliate" with respect to any person shall mean a 
person that directly or indirectly through one or more intermediaries, 
controls, or is controlled by or is under common control with, such person.

        1.1.3  "best knowledge", "have no knowledge of", "do not know 
of" or "to the knowledge of" and similar phrases shall mean (i) in the case of 
a natural person, the particular fact was known, or not known, as the context 
requires, to such person after reasonable investigation and inquiry by such 
person, and (ii) in the case of an entity, the particular fact was known, or 
not known, as the context requires, to any stockholder, director or executive 
officer of such entity after  reasonable investigation and inquiry.

<PAGE>

        1.1.4  "Company Capital Stock" shall mean the shares of 
capital stock of the Company, as set forth in the Company Disclosure 
Schedules, which are authorized, issued and outstanding at any time on or 
after the date of this Agreement to and including the Closing Date.

        1.1.5  "Company Disclosure Schedules" shall mean the schedules 
of exceptions and other disclosures attached hereto as of the date hereof or 
otherwise delivered by the Company to Purchaser, as such may be amended or 
supplemented from time to time pursuant to the provisions hereof.  The 
information contained in the Company Disclosure Schedules is labeled to 
correspond with the principal Section numbers of this Agreement to which the 
disclosure relates.

        1.1.6  "Confidential Information" shall mean all trade secrets 
and other confidential and/or proprietary information of the particular 
person, including information derived from reports, investigations, research, 
work in progress, codes, marketing and sales programs, financial projections, 
cost summaries, pricing formulae, contract analyses, financial information, 
projections, confidential filings with any state or federal agency, and all 
other confidential concepts, methods of doing business, ideas, materials or 
information prepared or performed for, by or on behalf of such person by its 
employees, officers, directors, agents, representatives, or consultants.

        1.1.7  "Environmental Laws" shall mean any laws or regulations 
pertaining to the environment, as in effect on the date hereof and the Closing 
Date, including without limitation (i) the Comprehensive Environmental 
Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), 
as amended (including without limitation as amended pursuant to the Superfund 
Amendments and Reauthorization Act of 1986), and regulations promulgated 
thereunder, (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C.
6901 et seq., as amended), and regulations promulgated thereunder, (iii) 
statutes, rules or regulations, whether federal, state or local, applicable to 
the Company's assets or operations that relate to asbestos or polychlorinated 
biphenyls, and (iv) the provisions contained in any similar state statutes or 
regulations relating to environmental matters applicable to the Company's 
assets or operations.

        1.1.8  "ERISA" shall mean the Employee Retirement Income 
Security Act of 1974, as amended.

        1.1.9  "Exchange Act" shall mean the Securities Exchange Act 
of 1934, as amended.

        1.1.10  "Initial Public Offering" shall mean the initial 
underwritten public offering of Purchaser Common Stock contemplated by the 
Registration Statement (as hereinafter defined). 

        1.1.11  [Reserved]

<PAGE>

        1.1.12  "Internal Revenue Code" shall mean the Internal 
Revenue Code of 1986, as amended.

        1.1.13  "IRS" shall mean the Internal Revenue Service of the 
United States Department of the Treasury.

        1.1.14  "Material Adverse Effect" shall mean a material 
adverse effect on the Company's business, operations, condition (financial or 
otherwise) or results of operations, taken as a whole, in consideration of all 
relevant facts and circumstances.

        1.1.15  "ordinary course of business" shall mean the usual and 
customary way in which the Company has conducted its business in the past.

        1.1.16  "person" shall mean any natural person, corporation, 
partnership, joint venture, limited liability company, association, group, 
organization or other entity.

        1.1.17  "Related Acquisitions" shall mean, collectively, the 
transactions contemplated hereby, and the mergers and acquisitions of entities 
and assets contemplated by the definitive acquisition agreements between 
Purchaser and the other Target Companies.

        1.1.18  "Schedules" shall mean the Company Disclosure 
Schedules and the Purchaser Disclosure Schedules.

        1.1.19  "SEC" shall mean the United States Securities and 
Exchange Commission.

        1.1.20  "Securities Act" shall mean the Securities Act of 
1933, as amended.

        1.1.21  "Target Companies" shall mean the companies listed on 
Exhibit 1.1.21 which Purchaser intends to acquire simultaneously with its 
acquisition of the Company.

        1.1.22  "Tax Returns" shall include all federal, state, local 
or foreign income, excise, corporate, franchise, property, sales, use, 
payroll, withholding, provider, environmental, duties, value added and other 
tax returns (including information returns).

        1.1.23  "Underwriter Representative" shall mean any 
underwriter in the Initial Public Offering who acts as a managing underwriter 
in the Initial Public Offering.

        1.1.24  "Purchaser Common Stock" shall mean the Common Stock, 
par value $0.01 per share, of Purchaser.

        1.1.25  "Purchaser Disclosure Schedules" shall mean the 
schedules of exceptions and other disclosures attached hereto or otherwise 
delivered by Purchaser to the Company, as such may be amended or supplemented 
from time to time pursuant to the provisions hereof.  The information 
contained in the Purchaser Disclosure Schedules is labeled to correspond with 
the Section numbers of this Agreement to which the disclosure relates, if 
applicable.


<PAGE>
        
        1.1.26  "Accountable Earnings" shall mean with respect to the 
12-month period ending April 30, 1998 for which Accountable Earnings are to be 
determined for the purposes hereof, the amount of the gross profit 
attributable to the Company's hardware services business (and specifically 
excluding the Company's EDMS software and professional services business), as 
an independent company prior to the Closing and as a separate unit of the 
Purchaser after the Closing on a combined basis (the "Hardware Services 
Business"), for such year, with all expenses classified consistently between 
measurement periods, as reported in the Company's and Purchaser's consolidated 
statements of income for such 12-month period, determined in accordance with 
generally accepted accounting principles, consistently applied and as reviewed 
by KPMG Peat Marwick LLP.

        1.1.27  "Stockholders(s)" shall mean the holder(s) of any 
Company Capital Stock.

        1.1.28  "Option Proceeds" shall mean any proceeds received by 
the Company as a result of the exercise of stock options and/or stock 
appreciation rights ("SARs") with respect to Company Capital Stock after the 
Company Balance Sheet Date.

        1.1.29  "Oce Agreement" shall mean the Agreement of even date 
herewith between the Company and Oce N.V. providing, inter alia, for the 
payment of $1,500,000 (plus accrued dividends if any) in cash to Oce upon the 
liquidation of the Company.

        1.1.30  "Oce Reserve Fund" shall mean $1,500,000 in cash to be 
paid to Oce N.V. pursuant to the Oce Agreement.

        1.1.31  "Oce Transaction" shall mean the payment of $1,500,000 
(plus accrued dividends if any) to Oce pursuant to the Company's Plan of 
Complete Liquidation and Dissolution in full satisfaction of Oce's equity 
interest in the Company, all as contemplated by the Oce Agreement.


                               ARTICLE II

                        TERMS OF SALE AND PAYMENT

SECTION 2.1     SALE OF ASSETS.

        2.1.1  THE ASSETS.  The Company shall sell, assign, convey, 
transfer and deliver to Purchaser and Purchaser shall purchase and pay for, on 
the Closing Date, free and clear of all liens and encumbrances, all of the 
assets, rights, properties, claims, contracts and business of the Company at 
the Closing Date of every kind, nature, character and description, tangible 
and intangible, real, personal or mixed, wherever located (excluding the 
Excluded Assets, the "Assets"), including but not limited to, the following:

<PAGE>

                (i)     Inventory.  The Company's entire inventory of 
finished goods, purchased parts, operating supplies, work-in-progress and 
unshipped finished goods of the Company, including products or supplies on 
hand or in transit ("Inventory");

                (ii)    Equipment.  All vehicles, equipment, furniture, 
fixtures, supplies, computers and computer equipment and other tangible 
personal property, all material items of which are listed on Schedule 
2.1.1(ii) ("Equipment");

                (iii)   Records.  All pertinent records, financial and non-
financial, relating to the present and past operating history of the Company's 
business; 

                (iv)    Contracts.  All outstanding contracts, leases, 
licenses, obligations, commitments, agreements, customer orders, contracts for 
goods, supplies, materials, equipment, machinery, for other items used in the 
operation of the Company's business that are disclosed in writing to Purchaser 
and are in existence on the Closing Date (the "Contracts");

                (v)     Leases of Real Property.  The leasehold interests in 
all of the real property leased by the Company, all of which are listed on 
Schedule 2.1.1(v) hereto;

                (vi)    Intangible Assets.  All intangible assets of the 
Company relating to past, current and presently contemplated future products 
including trademarks, trademark registrations, patents, patent registrations, 
copyrights, copyright registrations, tradenames, other trade designations, 
trademark applications, patent applications, copyright applications, 
inventions, service marks, trade secrets, permits, licenses, royalties 
(including any rights to sue for breach or past infringement) relating to such 
business, and agreements relating to technology, know-how or processes the 
Company is licensed or authorized to use by others, or which it licenses or 
authorizes others to use, all of which, to the extent material to the business 
of the Company, are listed on Schedule 2.1.1(vi) (the "Proprietary Rights") 
hereto;

                (vii)   Accounts Receivable.  All accounts receivable of the 
Company in existence on the Closing Date, including all notes, bonds and other 
evidences of such receivables;

                (viii)  Cash/Prepaid Expenses.  All cash on hand, cash 
equivalents, deposits in transit and prepaid expenses as of the Closing Date, 
excluding any Option Proceeds and the Class II Preferred Stock Reserve Fund; 
and

                (ix)    Permits and Licenses.  All permits, licenses, 
consents and any other forms of government approval as will be required for 
the operation of the Company's business as of the Closing Date.

<PAGE>

                2.1.2  Excluded Assets.  The Excluded Assets shall consist of:

                        (i)     The Option Proceeds;

                        (ii)    The Oce Reserve Fund; and

                        (iii)   The personal property, including office furn-
     ture, owned by Company employees and listed on Schedule 2.1.2(iii) of the
     Company Disclosure Schedules.

                2.1.3  Assumed Liabilities. On the Closing Date, Purchaser will 
assume and agree to pay and discharge all of the obligations and liabilities 
of the Company in existence as of the Closing Date, whether or not accrued, 
absolute, contingent, unasserted, unassessed or otherwise, including but not 
limited to liabilities arising under any Environmental Laws with respect to 
any of the Assets.

        SECTION 2.2     PURCHASE PRICE.  Purchaser shall pay the Company a 
purchase price for the Assets as follows

                (i)     At the Closing, $3 million in cash,

                (ii)    Any amounts payable pursuant to Section 2.4 (ii)(c); 
                        and
        
                (iii)   Additional consideration of up to $1 million which 
shall be payable in cash.  The additional consideration shall be based upon 
Accountable Earnings as follows:

        If Accountable Earnings are:            Additional Consideration will 
                                                be:
        
        $2,000,000 or greater                   $1,000,000
        $1,950,000 to $1,999,999.99             $800,000
        $1,900,000 to $1,949,999.99             $600,000
        $1,850,000 to $1,899,999.99             $400,000
        $1,800,000 to $1,849,999.99             $200,000
        Less than $1,800,000                    -0-

                (iv)    Within 90 days after April 30, 1998, Purchaser shall 
deliver to the Company its calculation of the additional consideration 
determined pursuant to Section 2.2(ii), showing in reasonable detail the 
calculation thereof.  The Company shall be entitled to access to the books, 
records and personnel of Purchaser to review such calculation.  If the Company 
notifies Purchaser of its agreement with such calculation or does not object 
to Purchaser's calculation of such additional consideration within 45 days 
after the receipt thereof, such calculation shall be final, binding and

<PAGE>

conclusive for all purposes.  If the Company objects to such calculation, it 
shall notify Purchaser within such 45-day period, setting forth in reasonable 
detail the basis for its objection and its proposed adjustments to the 
calculation of such additional consideration.  Purchaser and the Company shall 
seek in good faith to resolve any such dispute within 30 days following 
receipt of notice of the Company's objection.  If they are unable to reach 
agreement within such 30-day period, then such accounting firm as shall be 
agreed upon by the parties shall be engaged to review the calculations of 
additional consideration prepared by Purchaser and the Company and shall make 
a final, binding and conclusive determination of any matters in dispute.  The 
fees and expenses of such accounting firm shall be paid jointly by Purchaser 
and the Company.

                (v)     Purchaser shall pay the additional consideration 
calculated pursuant to Section 2.2.(ii) to the Company in cash within 30 days 
after the final calculation thereof pursuant to Section 2.2(iii).

                (vi)    From the Closing until April 30, 1998, Purchaser shall 
operate the Hardware Services Business in the ordinary course, consistent with 
the Company's prior practice.

        SECTION 2.3     ALLOCATION.  Exhibit 2.3, to be agreed upon prior the 
Closing and attached hereto, shall set forth an allocation of the Purchase 
Price.

        SECTION 2.4     ADJUSTMENT.  

        (a) If as of the Closing Date,

              (i) the Company has at least $1,500,000 in cash, then the Company 
shall consummate the Oce Transaction and pay to Oce all amounts payable to it 
pursuant thereto out of the Company's cash on hand as of the Closing Date;

              (ii) the Company has less than $1,500,000 in cash and the sum of
the Company's cash and accounts receivable equals or exceeds $3,200,000, then 
(a) the Company will calculate its accounts receivable as of the Closing Date, 
provided that at Purchaser's request, such calculation shall be subject to 
review by and approval of Purchaser's accountants within five business days of 
the Closing Date; (b) the Company shall consummate the Oce Transaction and pay 
to Oce all amounts payable to it pursuant thereto first out of the Company's 
cash on hand as of the Closing Date, with any remaining amount to be paid out 
of the purchase price paid to the Company pursuant to Section 2.2(i); and (c) 
Purchaser shall pay the Company (or its shareholders), as soon as practicable 
after receipt by Purchaser, 50% of any payments actually received by Purchaser 
thereafter with respect to the Company's accounts receivable identified in 
clause (a) above until the total amount paid to the Company (or its 
shareholders) from such accounts receivable equals the amount which the 
Company deducted from the purchase price in connection with payment to Oce 
pursuant to clause (b) above; or

              (iii) the Company has less than $1,500,00 and the sum of the 
Company's cash and accounts receivable is less than $3,200,000, then Purchaser 
may, at its sole discretion, terminate this Agreement, which termination shall 
have the effect described in Section 12.2.  

<PAGE>

      (b)   If Section 2.4(a)(ii) above is applicable, Purchaser shall attempt 
to collect such accounts receivable in the ordinary course, using efforts 
consistent with Purchaser's collection of other accounts receivable of 
Purchaser, and within 15 days of Purchaser's receipt of a request from the 
Company, shall provide the Company with a report on Purchaser's collection of 
such accounts receivable.

        SECTION 2.5     THE CLOSING.  The Closing shall take place at 10:00 
a.m., Cincinnati time, at the offices of Dinsmore & Shohl LLP simultaneously 
with the closings of the Initial Public Offering and Purchaser's acquisitions 
of the Target Companies.  The date on which the Closing occurs is hereinafter 
referred to as the "Closing Date."


                                 ARTICLE III

                REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company represents and warrants to Purchaser that, except as may 
be set forth in the Company Disclosure Schedules, the following are true and 
correct as of the date hereof:

        SECTION 3.1     ORGANIZATION AND GOOD STANDING;QUALIFICATION.  The 
Company is a corporation duly organized, validly existing and in good standing 
under the laws of its state of organization, with all requisite corporate 
power and authority to carry on the business in which it is engaged, to own 
the properties it owns, to execute and deliver this Agreement and to 
consummate the transactions contemplated hereby.  The Company is qualified and 
licensed to do business in every jurisdiction in which such qualification and 
licensing is required, except where the failure to be so licensed or qualified 
would not have a Material Adverse Effect.  Except for an office in Irvine, 
California and warehouse facilities in Hebron, Kentucky, each of which is 
leased, the Company does not have any offices in any state other than the 
state of its organization. 

        SECTION 3.2     CORPORATE RECORDS.  The copies of the Articles of 
Incorporation and Code of Regulations, and all amendments thereto, of the 
Company that have been delivered or made available to Purchaser are true, 
correct and complete copies thereof, as in effect on the date hereof.  The 
minute books of the Company, which have been made available to Purchaser, 
contain accurate minutes of all meetings of, and accurate consents to all 
actions taken without meetings by, the Board of Directors (and any committees 
thereof) and the Stockholders since April 30, 1994.

        SECTION 3.3     AUTHORIZATION AND VALIDITY.  The execution, delivery 
and performance by the Company of this Agreement, and the consummation of the 
transactions contemplated hereby, have been or will be as of the Closing Date 
duly authorized by the Board of Directors of the Company, but such 
consummation is subject to the approval of the Stockholders.  This Agreement 
has been duly executed and delivered by the Company and constitutes and will 
as of the Closing Date constitute the legal, valid and binding obligation of 
the Company enforceable against the Company in accordance with its terms, 
except as may be limited by applicable bankruptcy, insolvency or similar laws 
affecting creditors' rights generally or the availability of equitable 
remedies. 

<PAGE>

        SECTION 3.4     NO VIOLATION.  Neither the execution, delivery or 
performance of this Agreement nor the consummation of the transactions 
contemplated hereby will (a) conflict with, or result in a violation or breach 
of the terms, conditions or provisions of, or constitute a default under, the 
Articles of Incorporation or Code of Regulations of the Company, (b) except as 
would not, individually or in the aggregate, result in a Material Adverse 
Effect, conflict with, or result in a violation or breach of the terms, 
conditions or provisions of, or constitute a default under, any agreement, 
indenture or other instrument under which the Company is bound or to which any 
of the assets of the Company are subject, or result in the creation or 
imposition of any security interest, lien, charge or encumbrance upon any of 
the assets of the Company or (c) except as would not, individually or in the 
aggregate, result in a Material Adverse Effect, violate or conflict with any 
judgment, decree, order, statute, rule or regulation of any court or any 
public, governmental or regulatory agency or body.

        SECTION 3.5     CONSENTS.  Except as may have been obtained or as may 
be required under the Exchange Act, the Securities Act, the Ohio General 
Corporation Law and state securities laws, no consent, authorization, 
approval, permit or license of, or filing with, any governmental or public 
body or authority, any lender or lessor or any other person or entity is 
required to be obtained by the Company to authorize, or is required to be 
obtained by the Company in connection with, the execution, delivery and 
performance of this Agreement or the agreements contemplated hereby on the 
part of the Company, other than the approval of the Stockholders and such 
consents as to which the failure to obtain would not, individually or in the 
aggregate, result in a Material Adverse Effect.

        SECTION 3.6     FINANCIAL STATEMENTS.  The Company has furnished to 
Purchaser its audited balance sheet dated as of April 30, 1997 (the "Company 
Balance Sheet" and the date thereof shall be referred to as the "Company 
Balance Sheet Date") and audited related statements of income, retained 
earnings and cash flows for the two full fiscal years then ended 
(collectively, with the related notes thereto, the  "Financial Statements"), 
copies of which are included in the Company Disclosure Schedules.  The 
Financial Statements fairly present the financial condition and results of 
operations of the Company as of the dates and for the periods indicated and 
have been prepared in conformity with generally accepted accounting principles 
(subject to normal year-end adjustments and the absence of notes for any 
unaudited interim financial statement for any interim periods presented) 
applied on a consistent basis with prior periods, except as otherwise 
indicated in the Financial Statements.

        SECTION 3.7     LIABILITIES AND OBLIGATIONS.  The Financial Statements 
reflect all material liabilities of the Company, accrued, contingent or 
otherwise that would be required to be reflected on a balance sheet, or in the 
notes thereto, prepared in accordance with generally accepted accounting 
principles, except for liabilities and obligations incurred in the ordinary 
course of business since the Company Balance Sheet Date.  Except as set forth 
in the Financial Statements, the Company is not liable upon or with respect 
to, or obligated in any other way to provide funds in respect of or to 
guarantee or assume in any manner, any debt, obligation or dividend of any 
person, corporation, association, partnership, joint venture, trust or other 
entity, and the Company does not know of any valid basis for the assertion of 
any other material claims or liabilities.

<PAGE>


        SECTION 3.8     EMPLOYEE MATTERS.

        3.8.1  CASH COMPENSATION. The Company Disclosure Schedules contain 
a complete and accurate list of the names, titles and annual cash compensation 
as of the Company Balance Sheet Date, including without limitation wages, 
salaries, bonuses (discretionary and formula) and other cash compensation (the 
"Cash Compensation") of all employees of the Company.  In addition, the 
Company Disclosure Schedules contain a complete and accurate description of 
(i) all increases in Cash Compensation of employees of the Company during the 
current fiscal year and the immediately preceding fiscal year and (ii) any 
promised increases in Cash Compensation of employees of the Company that have 
not yet been effected.

        3.8.2  COMPENSATION PLANS. The Company Disclosure Schedules 
contain a complete and accurate list of all compensation plans, arrangements 
or practices (the "Compensation Plans") sponsored by the Company or to which 
the Company contributes on behalf of its employees.  The Compensation Plans 
include without limitation plans, arrangements or practices that provide for 
severance pay, deferred compensation, incentive, bonus or performance awards, 
and stock ownership or stock options.  The Company has provided or made 
available to Purchaser a copy of each written Compensation Plan and a written 
description of each unwritten Compensation Plan.  Each of the Compensation 
Plans can be terminated or amended at will by the Company.

        3.8.3  EMPLOYMENT AGREEMENTS.  The Company is not a party to any 
employment agreement ("Employment Agreements") with respect to any of its 
employees.  Employment Agreements include without limitation employee leasing 
agreements, employee services agreements and noncompetition agreements.

        3.8.4  EMPLOYEE POLICIES AND PROCEDURES. The Company has provided 
to Purchaser a complete and accurate list of all employee manuals and all 
material policies, procedures and work-related rules (the "Employee Policies 
and Procedures") that apply to employees of the Company.  The Company has 
maintained and shall continue to maintain, and has given and shall continue to 
give Purchaser reasonable access to, a copy of all written Employee Policies 
and Procedures and a written description of all material unwritten Employee 
Policies and Procedures.

        3.8.5  UNWRITTEN AMENDMENTS.  No material unwritten amendments 
have been made, whether by oral communication, pattern of conduct or 
otherwise, with respect to any Compensation Plans or Employee Policies and 
Procedures.

<PAGE>

                3.8.6  LABOR COMPLIEANC.  The Company has been and is in 
compliance with all applicable laws, rules, regulations and ordinances 
respecting employment and employment practices, terms and conditions of 
employment and wages and hours, except for any such failures to be in  
compliance that, individually or in the aggregate, would not result in a 
Material Adverse Effect, and the Company is not liable for any arrears of 
wages or penalties for failure to comply with any of the foregoing.  The 
Company has not engaged in any unfair labor practice or discriminated on the 
basis of race, color, religion, sex, national origin, age, disability or 
handicap in its employment conditions or practices that would, individually or 
in the aggregate, result in a Material Adverse Effect.  There are no (i) 
unfair labor practice charges or complaints or racial, color, religious, sex, 
national origin, age, disability or handicap discrimination charges or 
complaints pending or, to the actual knowledge of the Company, threatened 
against the Company before any federal, state or local court, board, 
department, commission or agency (nor, to the knowledge of the Company, does 
any valid basis therefor exist) or (ii) existing or, to the actual knowledge 
of the Company, threatened labor strikes, disputes, grievances, controversies 
or other labor troubles affecting the Company (nor, to the knowledge of the 
Company, does any valid basis therefor exist).

                3.8.7  UNIONS.  The Company has never been a party to any 
agreement with any union, labor organization or collective bargaining unit.  
No employees of the Company are represented by any union, labor organization 
or collective bargaining unit.  To the actual knowledge of the Company, none 
of the employees of the Company has threatened to organize or join a union, 
labor organization or collective bargaining unit.

                3.8.8  ALIENS.  To the best knowledge of the Company, all 
employees of the Company are citizens of, or are authorized in accordance with 
federal immigration laws to be employed in, the United States.

        SECTION 3.9     EMPLOYEE BENEFIT PLANS.

              3.9.1  IDENTIFICATION. The Company Disclosure Schedules contain a 
complete and accurate list of all employee benefit plans (within the meaning 
of Section 3(3) of ERISA) sponsored by the Company, or to which the Company 
has contributed on behalf of its employees, within the three years preceding 
the date hereof (the "Employee Benefit Plans").  The Company has provided or 
made available to Purchaser copies of all plan documents, determination 
letters, pending determination letter applications, trust instruments, 
insurance contracts, administrative services contracts, annual reports, 
actuarial valuations, summary plan descriptions, summaries of material 
modifications and administrative forms that constitute a part of or are 
incident to the administration of the Employee Benefit Plans.  In addition, 
the Company has provided or made available to Purchaser a written description 
of any other existing practice engaged in by the Company that constitutes an 
Employee Benefit Plan.  Subject to the requirements of the Internal Revenue 
Code and ERISA, each of the Employee Benefit Plans can be terminated or 
amended at will by the Company.  No unwritten amendment exists with respect to 
any Employee Benefit Plan.

                3.9.2  ADMINISTRATION.  Each Employee Benefit Plan has been 
administered and maintained in compliance with all applicable laws, rules and 
regulations, except where the failure to be in compliance would not, 
individually or in the aggregate, result in a Material Adverse Effect.  The 
Company and the Stockholders have made all necessary filings, reports and 
disclosures pursuant to and have complied with all requirements of the IRS 
Voluntary Compliance Resolution Program with respect to all applicable 
Employee Benefit Plans.

              3.9.3  EXAMINATIONS.The Company has not received any notice that 
any Employee Benefit Plan is currently the subject of an audit, investigation, 
enforcement action or other similar proceeding conducted by any state or 
federal agency.

              3.9.4  PROHIBITED TRANSACTIONS.  No prohibited transactions 
(within the meaning of Section 4975 of the Internal Revenue Code or Sections 
406 and 407 of ERISA) have occurred with respect to any Employee Benefit Plan.

              3.9.5  CLAIMS AND LITIGATION.  No pending or, to the actual 
knowledge of the Company, threatened, claims, suits or other proceedings exist 
with respect to any Employee Benefit Plan other than normal benefit claims 
filed by participants or beneficiaries.

                3.9.6  QUALIFICATION.  The Company has received a favorable 
determination letter or ruling from the IRS for each of the Employee Benefit 
Plans intended to be qualified within the meaning of Section 401(a) of the 
Internal Revenue Code (and for which the related trust is intended to be tax-
exempt within the meaning of Section 501 (a) of the Internal Revenue Code).  
No proceedings exist or, to the actual knowledge of the Company, have been 
threatened that could result in the revocation of any such favorable 
determination letter or ruling.

              3.9.7  FUNDING STATUS. No accumulated funding deficiency (within 
the meaning of Section 412 of the Internal Revenue Code), whether or not 
waived, exists with respect to any Employee Benefit Plan or any plan sponsored 
by any member of a controlled group (within the meaning of Section 
412(n)(6)(B) of the Internal Revenue Code) in which the Company is a member (a 
"Controlled Group").  With respect to each Employee Benefit Plan subject to 
Title IV of ERISA, the assets of each such plan are at least equal in value to 
the present value of accrued benefits determined on an ongoing basis as of the 
date hereof.  The Company does not sponsor any Employee Benefit Plan described 
in Section 501(c)(9) of the Internal Revenue Code.  None of the Employee 
Benefit Plans are subject to actuarial assumptions.

              3.9.8  EXCISE TAXES.  Neither the Company nor any member of a 
Controlled Group has any liability to pay excise taxes with respect to any 
Employee Benefit Plan under applicable provisions of the Code or ERISA.

              3.9.9  MULTIEMPLOYER PLANS.  Neither the Company nor any member  
of a Controlled Group is or ever has been obligated to contribute to a 
multiemployer plan within the meaning of Section 3(37) of ERISA.

              3.9.10  PBGC.  None of the Employee Benefit Plans is subject to 
the requirements of Title IV of ERISA.

<PAGE>

              3.9.11  RETIREES.  The Company has no obligation or commitment 
to provide medical, dental or life insurance benefits to or on behalf of any of 
its employees after they retire or any of its former employees who have 
retired except as may be required pursuant to the continuation of coverage 
provisions of Section 4980B of the Internal Revenue Code and Sections 601 
through 608 of ERISA.

      SECTION 3.10    ABSENCE OF CERTAIN CHANGES.  Since the Company Balance 
Sheet Date, the Company has not

              3.10.1 suffered a Material Adverse Effect, whether or not caused 
by any deliberate act or omission of the Company or a Stockholder;

              3.10.2 contracted for the purchase of any capital asset having a 
cost in excess of $35,000 or made any single capital expenditure in excess of 
$35,000;

              3.10.3 incurred any indebtedness for borrowed money (other the
short-term borrowing in the ordinary course of business), or issued or sold
any debt securities;

              3.10.4  incurred or discharged any material liabilities or 
obligations except in the ordinary course of business;

             3.10.5 paid any amount on any indebtedness prior to the due date, 
forgiven or cancelled any claims or any debt in excess of $35,000, or released 
or waived any rights or claims except in the ordinary course of business;

              3.10.6 mortgaged, pledged or subjected to any security interest, 
lien, lease or other charge or encumbrance any of its properties or assets 
(other than statutory liens arising in the ordinary course of business or 
other liens that do not materially detract from the value or interfere with 
the use of such properties or assets);

              3.10.7  suffered any damage or destruction to or loss of any 
assets (whether or not covered by insurance) that has, individually or in the 
aggregate, resulted in a Material Adverse Effect;

              3.10.8  acquired or disposed of any assets having an aggregate 
value in excess of $35,000, except in the ordinary course of business;

              3.10.9  written up or written down the carrying value of any
material assets, other than accounts receivable in the ordinary course of 
business;

              3.10.10  changed the costing system or depreciation methods of 
accounting for its assets in any material respect;

<PAGE>

              3.10.11  lost or terminated any employee, customer or supplier 
that has, individually or in the aggregate, resulted in a Material Adverse 
Effect;

              3.10.12  increased the compensation of any director, officer or 
consultant;

              3.10.13  increased the compensation of any employee (except for 
increases in the ordinary course of business consistent with past practice) or 
hired any new employee who is expected to receive annualized compensation of 
at least $60,000;

              3.10.14 made any payments(other than compensation) to or loaned 
any money to any employee, officer, director or Stockholder, except as 
contemplated by the Oce Transaction;

              3.10.15  formed or acquired or disposed of any interest in any 
corporation, partnership, joint venture or other entity;

              3.10.16  redeemed, purchased or otherwise acquired, or sold, 
granted or otherwise disposed of, directly or indirectly, any Company Capital 
Stock or securities or any rights to acquire such Company Capital Stock or 
securities, or agreed to change the terms and conditions of any such Company 
Capital Stock, securities or rights except in connection with the exercise of 
stock options or SARs granted prior to the date hereof;

              3.10.17  entered into any agreement providing for total payments 
by the Company in excess of $35,000 in any 12 month period with any person or 
group, or modified or amended in any material respect the terms of any such 
existing agreement, except in the ordinary course of business and except for 
the Oce Transaction;

              3.10.18  entered into, adopted or amended any Employee Benefit 
Plan, except as contemplated hereby or as required by law; or

              3.10.19  entered into any other commitment or transaction or 
experienced any other event that would materially interfere with its 
performance under this Agreement, or otherwise has, individually or in the 
aggregate, resulted in a Material Adverse Effect.  

      Section 3.11    TITLE; LEASED ASSETS.

              3.11.1  REAL PROPERTY.  The Company does not own any interest 
(other than leasehold interests described in the Company Disclosure Schedules) 
in real property.  The leased real property described in the Company 
Disclosure Schedules constitutes the only real property necessary for the 
conduct of the Company's business as currently conducted.

<PAGE>

              3.11.2  PERSONAL PROPERTY.  The Company has good, valid and 
marketable title to all the personal property owned by the Company, all of 
which is reflected in the Financial Statements (collectively, the "Personal 
Property").  The Personal Property and the leased personal property referred 
to in Section 3.11.3 constitute the only tangible personal property necessary 
for the conduct of the Company's business as currently conducted.  Upon 
consummation of the transactions contemplated hereby, such interest in the 
Personal Property shall be free and clear of all security interests, liens, 
claims and encumbrances, other than statutory liens arising in the ordinary 
course of business or other liens that do not materially detract from the 
value or interfere with the use of such properties or assets.

              3.11.3  LEASES. All of the Company's leases which are listed and 
described in the Company Disclosure Schedules are valid and, to the best 
knowledge of the Company, enforceable  in accordance with their respective 
terms except as may be limited by applicable bankruptcy, insolvency or similar 
laws affecting creditors' rights generally or the availability of equitable 
remedies.

      SECTION 3.12    COMMITMENTS.

              3.12.1  COMMITMENTS; DEFAULTS.  Any of the following as to which 
the Company is a party or is bound by, or which the assets or the business of 
the Company are bound by, whether or not in writing, are listed in the Company 
Disclosure Schedules (collectively "Commitments"):

                      3.12.1.1   any partnership or joint venture agreement;

                      3.12.1.2   any guaranty or suretyship, indemnification  
or contribution agreement or performance bond;

                      3.12.1.3   any debt instrument, loan agreement or other 
obligation relating to indebtedness for borrowed money or money lent or to be 
lent to another;

                      3.12.1.4   any contract to purchase real property;

                      3.12.1.5   any agreement with dealers or sales or 
commission agents, public relations or advertising agencies, accountants or 
attorneys (other than in connection with this Agreement and the transactions 
contemplated hereby) involving total payments by the Company within any 12 
month period in excess of $35,000 and which is not terminable on 30 days' 
notice or without penalty;

                      3.12.1.6   any agreement relating to any material matter 
or transaction in which an interest is held by a person or entity that is an 
Affiliate of the Company or, to the best knowledge of the Company, any 
Stockholder;

                      3.12.1.7  any agreement for the acquisition of services, 
supplies, equipment, inventory (other than in the ordinary course), fixtures 
or other property involving more than $35,000 in the aggregate;

<PAGE>

                      3.12.1.8  any powers of attorney;

                      3.12.1.9  any contracts containing noncompetition 
covenants material to the business of the Company;

                      3.12.1.10 any agreement providing for the purchase from  
a supplier of all or substantially all of the requirements of the Company of a 
particular product or service; or

                      3.12.1.11 any other agreement or commitment not made in 
the ordinary course of business or that is material to the business, 
operations, condition (financial or otherwise) or results of operations of the 
Company.

True, correct and complete copies of the written Commitments, and true, 
correct and complete written descriptions of the oral Commitments, have 
heretofore been delivered or made available to Purchaser.  There are no 
existing or asserted defaults, events of default or events, occurrences, acts 
or omissions that would have a Material Adverse Effect and, with the giving of 
notice or lapse of time or both, would constitute defaults by the Company or, 
to the best knowledge of the Company, any other party to a material 
Commitment, and no penalties have been incurred nor are amendments pending, 
with respect to the material Commitments.  The Commitments are in full force 
and effect and are valid and enforceable obligations of the Company and, to 
the best knowledge of the Company, the other parties thereto in accordance 
with their respective terms, and no defenses, off-sets or counterclaims have 
been asserted or, to the best knowledge of the Company, may be made by any 
party thereto (other than the Company), nor has the Company waived any rights 
thereunder.

         3.12.2  NO CANCELLATION OR TERMINATION OF COMMITMENT.  The Company 
has not received notice of any plan or intention of any other party to any 
Commitment to exercise any right to cancel or terminate any Commitment, and 
the Company does not have actual knowledge of any fact that would justify the 
exercise of such a right; and the Company does not currently contemplate, or 
have reason to believe any other person currently contemplates, any amendment 
or change to any Commitment.

      Section 3.13    INSURANCE.  The Company carries property, liability, 
workers' compensation and other types of insurance pursuant to the insurance 
policies listed and briefly described in the Company Disclosure Schedules (the 
"Insurance Policies").  The Insurance Policies are all insurance polices 
relating to the business of the Company.  All of the Insurance Policies are, 
to the best knowledge of the Company, valid and enforceable policies, except 
as may be limited by applicable bankruptcy, insolvency or similar laws 
affecting creditors' rights generally or the availability of equitable 
remedies.  All Insurance Policies, or comparable replacement policies, shall 
be maintained in force without interruption up to and including the Closing 
Date.  True, complete and correct copies of all Insurance Policies have been 
provided or made available to Purchaser.  The Company has not received any 
notice or other communication from any issuer of any Insurance Policy 
canceling such policy, materially increasing any deductibles or retained 
amounts thereunder, or materially increasing the annual or other premiums 
payable thereunder, and to the actual knowledge of the Company, no such 
cancellation or increase of deductibles, retainages or premiums is threatened. 
 There are no outstanding claims, settlements or premiums owed against any 
Insurance Policy, or the Company has given all notices or has presented all 
potential or actual claims under any Insurance Policy in due and timely 
fashion.  The Company Disclosure Schedules also set forth a list of all claims 
under any Insurance Policy in excess of $25,000 per occurrence filed by the 
Company during the immediately preceding one-year period.

<PAGE>


      Section 3.14    PROPRIETARY RIGHTS AND INFORMATION.   The Company owns 
or has the legal right to use the Proprietary Rights, to the actual knowledge 
of the Company, without conflicting, infringing or violating the rights of any 
other person.  No consent of any person will be required for the use thereof 
by Purchaser upon consummation of the transactions contemplated hereby and the 
Proprietary Rights are freely transferable.  No claim has been asserted by any 
person to the ownership of or for infringement by the Company of the 
proprietary right of any other person, and the Company does not have actual 
knowledge of any valid basis for any such claim.  The Company has the right to 
use, to the actual knowledge of the Company, free and clear of any adverse 
claims or rights of others all trade secrets, customer lists and proprietary 
information required for the marketing of all merchandise and services 
formerly or presently sold or marketed by it.

      SECTION 3.15    TAXES.

              3.15.1  FILING OF TAX RETURNS.  The Company has duly and timely 
filed (in accordance with any extensions duly granted by the appropriate 
governmental agency, if applicable) with the appropriate governmental agencies 
all Tax Returns and reports required to be filed by the United States or any 
state or any political subdivision thereof or any foreign jurisdiction, except 
for any such subdivision or jurisdiction with respect to which the failure to 
so file would not have a Material Adverse Effect.  All such Tax Returns or 
reports are complete and accurate in all material respects and properly 
reflect the taxes of the Company for the periods covered thereby.  True and 
correct copies of such Tax Returns for the past five taxable years have 
heretofore been delivered to Purchaser.

              3.15.2  PAYMENT OF TAXES.  Except for such items as the Company 
may be disputing in good faith by proceedings in compliance with applicable 
law, which are described in the Company Disclosure Schedules, or which will 
not have a Material Adverse Effect, (i) the Company has paid all taxes, 
penalties, assessments and interest that have become due with respect to any 
Tax Returns that it has filed and has properly accrued on its books and 
records for all of the same that have not yet become due and (ii) to its best 
knowledge, the Company is not delinquent in the payment of any tax, assessment 
or governmental charge.

              3.15.3  NO PENDING DEFICIENCIES, DELINQUENCIES, ASSESSMENTS OR 
AUDITS.  The Company has not received any notice that any tax deficiency or 
delinquency has been asserted against the Company.  To the best knowledge of 
the Company, there is no unpaid assessment, proposal for additional taxes, 
deficiency or delinquency in the payment of any of the taxes of the Company 
that could be asserted by any taxing authority.  There is no taxing authority 
audit of the Company pending, or to the actual knowledge of the Company, 
threatened, and the results of any completed audits are properly reflected in 
the Financial Statements.  The Company has not violated any federal, state, 
local or foreign tax law.

<PAGE>

              3.15.4  NO EXTENSION OF LIMITATION PERIOD.  The Company has not 
granted an extension to any taxing authority of the limitation period during 
which any tax liability may be assessed or collected.

              3.15.5  WITHHOLDING REQUIREMENTS SATISFIED.  All monies required 
to be withheld by the Company and paid to governmental agencies for all 
income, social security, unemployment insurance, sales, excise, use, and other 
taxes have been collected or withheld and paid to the respective governmental 
agencies.

              3.15.6  FOREIGN PERSON.  The Company is not a foreign person, as 
such term is referred to in Section 1445(f)(3) of the Internal Revenue Code.

              3.15.7  SAFE HARBOR LEASE.  To the best knowledge of the Company, 
none of the assets of the Company constitutes property that the Company, 
Purchaser, or any Affiliate of Purchaser, will be required to treat as being 
owned by another person pursuant to the "Safe Harbor Lease" provisions of 
Section 168(f)(8) of the Internal Revenue Code prior to repeal by the Tax 
Equity and Fiscal Responsibility Act of 1982.

              3.15.8  TAX EXEMPT ENTITY.  None of the assets of the Company and 
none of the Assets are subject to a lease to a "tax exempt entity" as such 
term is defined in Section 168(h)(2) of the Internal Revenue Code.

              3.15.9  COLLAPSIBLE CORPORATION. The Company has not at any time 
consented to have the provisions of Section 341(f)(2) of the Internal Revenue 
Code apply to it.

              3.15.10  BOYCOTTS.  The Company has not at any time participated 
in or cooperated with any international boycott as defined in Section 999 of 
the Internal Revenue Code.

              3.15.11  PARACHUTE PAYMENTS. No payment required or contemplated 
to be made by the Company will be characterized as an "excess parachute 
payment" within the meaning of Section 28OG(b)(1) of the Internal Revenue 
Code.

              3.15.12  S CORPORATION.  The Company has not made an election to 
be taxed as an "S" corporation under Section 1362(a) of the Internal Revenue 
Code.

              3.15.13  PERSONAL SERVICE CORPORATION.  The Company is not a 
personal service corporation subject to the provisions of Section 269A of the 
Internal Revenue Code.

<PAGE>

              3.15.14  PERSONAL HOLDING COMPANY. The Company is not or has not 
been a personal holding company within the meaning of Section 542 of the 
Internal Revenue Code.

      Section 3.16    COMPLIANCE WITH LAWS.  The Company has complied with 
all applicable laws, and regulations and has filed with the proper authorities 
all necessary statements and reports except where the failure to so comply or 
file would not, individually or in the aggregate, result in a Material Adverse 
Effect.  There are no existing violations by the Company of any federal, state 
or local law or regulation that is reasonably likely, individually or in the 
aggregate, to result in a Material Adverse Effect.  The Company possesses all 
necessary licenses, franchises, permits and governmental authorizations for 
the conduct of the Company's business as now conducted, all of which are 
listed (with expiration dates, if applicable) in the Company Disclosure 
Schedules. The transactions contemplated by this Agreement will not result in 
a default under or a breach or violation of, or adversely affect the rights 
and benefits afforded by any such licenses, franchises, permits or government 
authorizations, except for any such default, breach or violation that would 
not, individually or in the aggregate, have a Material Adverse Effect.  Since 
April 30, 1994, the Company has not received any notice from any federal, 
state or other governmental authority or agency having jurisdiction over its 
properties or activities, or any insurance or inspection body, that its 
operations or any of its properties, facilities, equipment, or business 
practices fail to comply with any applicable law, ordinance, regulation, 
building or zoning law, or requirement of any public or quasi-public authority 
or body, except where failure to so comply would not, individually or in the 
aggregate, have a Material Adverse Effect.

      SECTION 3.17    FINDER'S FEE.  The Company has not incurred any 
obligation for any finder's, broker's or agent's fee in connection with the 
transactions contemplated hereby.

      SECTION 3.18    LITIGATION.  There are no legal actions or 
administrative proceedings or investigations instituted, or to the actual 
knowledge of the Company threatened, against the Company which (i) if 
successful are reasonably likely, individually or in the aggregate, to have a 
Material Adverse Effect or (ii) could adversely affect the ability of the 
Company to effect the transactions contemplated hereby.  The Company is not 
(a) subject to any continuing court or administrative order, judgment, writ, 
injunction or decree applicable specifically to the Company or to its 
business, assets, operations or employees or (b) in default with respect to 
any such order, judgment, writ, injunction or decree.  The Company has no 
actual knowledge of any valid basis for any such action, proceeding or 
investigation. All claims made or threatened against the Company in excess of 
its deductible are covered under its Insurance Policies.

      SECTION 3.19    CONDITION OF FIXED ASSETS.  All of the material 
structures and equipment reflected in the Financial Statements and used by the 
Company in its business are in good condition and repair, subject to normal 
wear and tear, and conform in all material respects with all applicable 
ordinances, regulations and other laws, and the Company has no actual 
knowledge of any latent defects therein.

<PAGE>

      SECTION 3.20    DISTRIBUTIONS AND REPURCHASES.  No distribution, 
payment or dividend of any kind has been declared or paid by the Company on 
any Company Capital Stock since the Company Balance Sheet Date.  No repurchase 
of any Company Capital Stock has been approved, effected or is pending, or is 
contemplated by the Board of Directors of the Company.

      SECTION 3.21    BANKING RELATIONS.  Set forth in the Company 
Disclosure Schedules is a complete and accurate list of all borrowing and 
investing arrangements that the Company has with any bank or other financial 
institution, indicating with respect to each relationship the type of 
arrangement maintained (such as checking account, borrowing arrangements, safe 
deposit box, etc.) and the person or persons authorized in respect thereof.

      SECTION 3.22    OWNERSHIP INTERESTS OF INTERESTED PERSONS; 
Affiliations.  To the best knowledge of the Company, no officer, supervisory 
employee or director of the Company, or their respective spouses, children or 
Affiliates, owns directly or indirectly, on an individual or joint basis, any 
interest in, has a compensation or other financial arrangement with, or serves 
as an officer or director of, any customer or supplier of the Company or any 
organization that has a material contract or arrangement with the Company, 
except for ownership of less than 5% of the stock of any public corporation.  

      SECTION 3.23    ENVIRONMENTAL MATTERS.  To the best knowledge of the 
Company, the Company is not currently in violation of, or subject to any 
existing, pending or, to the actual knowledge of the Company, threatened 
investigation or inquiry by any governmental authority or to any remedial 
obligations under, any Environmental Laws, except for any such violations, 
investigations or inquiries that would not, individually or in the aggregate, 
result in a Material Adverse Effect.

      SECTION 3.24    CERTAIN PAYMENTS.  Neither the Company nor any 
director, officer or employee of the Company acting for or on behalf of the 
Company, has paid or caused to be paid, directly or indirectly, in connection 
with the business of the Company:

              3.24.1  to any government or agency thereof or any agent of any 
supplier or customer any bribe, kick-back or other similar payment; or

              3.24.2  any contribution to any political party or candidate 
(other than from personal funds of directors, officers or employees not 
reimbursed by their respective employers or as otherwise permitted by 
applicable law).

<PAGE>

                                ARTICLE IV

                REPRESENTATIONS AND WARRANTIES OF PURCHASER

        Purchaser represents and warrants to the Company that, except as set 
forth in the Purchaser Disclosure Schedules, the following are true and 
correct as of the date hereof:

      SECTION 4.1     ORGANIZATION AND GOOD STANDING.  Purchaser is a 
corporation duly organized, validly existing and in good standing under the 
laws of the State of Ohio, with all requisite corporate power and authority to 
carry on the business in which it is engaged, to own the properties it owns, 
to execute and deliver this Agreement and to consummate the transactions 
contemplated hereby.  

      SECTION 4.2     AUTHORIZATION AND VALIDITY.  The execution, delivery 
and performance by Purchaser of this Agreement and the other agreements 
contemplated hereby, and the consummation of the transactions contemplated 
hereby and thereby, have been duly authorized by Purchaser.  This Agreement 
and each other agreement contemplated hereby to be executed by Purchaser have 
been or will be as of the Closing Date duly executed and delivered by 
Purchaser and constitute or will constitute legal, valid and binding 
obligations of Purchaser, enforceable against Purchaser in accordance with 
their respective terms, except as may be limited by applicable bankruptcy, 
insolvency or similar laws affecting creditors' rights generally or the 
availability of equitable remedies.

      SECTION 4.3     FINDER'S FEE.  Purchaser has not incurred any 
obligation for any finder's, broker's or agent's fee in connection with the 
transactions contemplated hereby.

      SECTION 4.4     RESERVED.

      SECTION 4.5     FILINGS.  To the best knowledge of Purchaser, the 
information or documents to be included in the Registration Statement, by 
exhibit or otherwise, except for such portions thereof as are based on the 
information or documents supplied by the Company, shall not, at the time the 
Registration Statement and each amendment and supplement thereto, if any, 
becomes effective under the Securities Act, to the best knowledge of 
Purchaser, contain any untrue statement of a material fact or omit to state  
any material fact required to be stated therein or necessary to make the 
statements therein, in the light of the circumstances under which they were 
made, not misleading.


                        ARTICLE V

                COVENANTS OF THE COMPANY

The Company agrees that between the date hereof and the Closing:

<PAGE>

      SECTION 5.1     CONSUMMATION OF AGREEMENT.  The Company shall use its 
best efforts to cause the consummation of the transactions contemplated hereby 
in accordance with their terms and conditions; provided, however, that this 
covenant shall not require the Company to make any expenditures that are not 
expressly set forth in this Agreement or otherwise contemplated herein.  
Accordingly, the Company shall call a meeting of the Stockholders, to be held 
prior to the anticipated Closing Date, to consider the transactions 
contemplated hereby and, subject to the limitations of fiduciary duty, shall 
make reasonable efforts to solicit Stockholder approval of such transactions 
in accordance with applicable law and the Company's Articles of Incorporation 
and Code of Regulations.

      SECTION 5.2     BUSINESS OPERATIONS.  The Company shall operate its 
business in the ordinary course.  The Company shall use reasonable efforts to 
preserve the business of the Company intact.  The Company shall use reasonable 
efforts to preserve intact its relationships with customers, suppliers, 
employees and others having significant business relations with it, unless 
doing so would impair its goodwill or result, individually or in the 
aggregate, in a Material Adverse Effect.  The Company shall collect its 
receivables and pay its trade payables in the ordinary course of business 
consistent with past practice.

      SECTION 5.3     ACCESS.  The Company shall, at reasonable times during 
normal business hours and on reasonable notice, permit Purchaser and its 
authorized representatives reasonable access to, and make available for 
inspection, all of the assets and business of the Company, including its 
employees, customers and suppliers, and permit Purchaser and its authorized 
representatives to inspect and, at Purchaser's sole cost and expense, make 
copies of all documents, records and information with respect to the affairs 
of the Company as Purchaser and its representatives may request, all for the 
sole purpose of permitting Purchaser to become familiar with the business and 
assets and liabilities of the Company.  In the event this Agreement is 
terminated prior to the Closing Date, Purchaser shall promptly return any such 
documents, records and information or copies thereof in its possession and 
thereafter shall not use such documents, records, information or copies for 
any purpose whatsoever.

      SECTION 5.4     NOTIFICAITON OF CERTAIN MATTERS.  The Company shall 
promptly inform Purchaser in writing of (a) any notice of or other 
communication relating to, a default or event that, with notice or lapse of 
time or both, would become a default, received by the Company subsequent to 
the date of this Agreement and prior to the Closing Date under any Commitment 
material to the Company's condition (financial or otherwise), operations, 
assets, liabilities or business and to which it is subject; or (b) any 
material adverse change in the Company's condition (financial or otherwise), 
operations, assets, liabilities or business.

      SECTION 5.5     APPROVALS OF THIRD PARTIES.  The Company shall use its 
best efforts to secure, as soon as practicable after the date hereof, all 
necessary approvals and consents of third parties to the consummation of the 
transactions contemplated hereby, including, without limitation, all necessary 
approvals and consents required under any real property and personal property 
leases; provided, however, that this covenant shall not require the Company to 
make any material expenditures that are not expressly set forth in this 
Agreement or otherwise contemplated herein.

<PAGE>

      SECTION 5.6     EMPLOYEE MATTERS.  The Company shall not, without the 
prior written approval of Purchaser, except in the ordinary course of 
business, or as required by law or as would not have a Material Adverse 
Effect:

              5.6.1 increase the Cash Compensation of any Stockholder or other 
employee of the Company (other than in the ordinary course of business and 
consistent with past practice);

              5.6.2  adopt, amend or terminate any Compensation Plan;

              5.6.3  adopt, amend or terminate any Employment Agreement;

              5.6.4  adopt, amend or terminate any Employee Policies and 
Procedures;

              5.6.5  adopt, amend or terminate any Employee Benefit Plan;

              5.6.6  take any action that could deplete the assets of any 
Employee Benefit Plan, other than payment of benefits in the ordinary course 
to participants and beneficiaries;

              5.6.7  fail to pay any premium or contribution due or with  
respect to any Employee Benefit Plan;

              5.6.8  fail to file any return or report with respect to any 
Employee Benefit Plan;

              5.6.9  institute, settle or dismiss any employment litigation 
except as could not, individually or in the aggregate, result in a Material 
Adverse Effect;

              5.6.10 enter into, modify, amend or terminate any agreement with 
any union, labor organization or collective bargaining unit; or

              5.6.11  take or fail to take any action with respect to any past 
or present employee of the Company that would, individually or in the 
aggregate, result in a Material Adverse Effect.

      SECTION 5.7     CONTRACTS.  Except with Purchaser's prior written 
consent (not to be withheld unreasonably) or in the ordinary course of 
business, the Company shall not assume or enter into any contract, lease, 
license, obligation, indebtedness, commitment, purchase or sale that is 
material to the Company's business, nor will it waive any material right or 
cancel any material contract, debt or claim.

<PAGE>

      SECTION 5.8     CAPITAL ASSETS; PAYMENTS OF LIABILITIES.  The Company 
shall not, without the prior written approval of Purchaser (not to be withheld 
unreasonably) (a) acquire or dispose of any capital asset having a fair market 
value of $35,000 or more, or acquire or dispose of any capital asset outside 
of the ordinary course of business or (b) discharge or satisfy any lien or 
encumbrance or pay or perform any obligation or liability other than (i) 
liabilities and obligations reflected in the Financial Statements or (ii) 
current liabilities and obligations incurred in the usual and ordinary course 
of business since the Company Balance Sheet Date and, in either case (i) or 
(ii) above, only as required by the express terms of the agreement or other 
instrument pursuant to which the liability or obligation was incurred.

      SECTION 5.9     MORTGATES, LIENS AND GUARANTIES.  The Company shall 
not, without the prior written approval of Purchaser (not to be withheld 
unreasonably), enter into or assume any mortgage, pledge, conditional sale or 
other title retention agreement, permit any security interest, lien, 
encumbrance or claim of any kind to attach to any of its assets (other than 
statutory liens arising in the ordinary course of business and other liens 
that do not materially detract from the value or interfere with the use of 
such assets), whether now owned or hereafter acquired, or guarantee or 
otherwise become contingently liable for any obligation of another, except 
obligations arising by reason of endorsement for collection and other similar 
transactions in the ordinary course of business, or make any capital 
contribution or investment in any person.

      SECTION 5.10    ACQUISITION PROPOSALS.  

              5.10.1  SOLICITED PROPOSALS.  The Company agrees that from and 
after the date of this Agreement (a) neither the Company nor any of its 
officers and directors shall, and the Company shall direct and use its best 
efforts to cause the Company's employees, agents and representatives not to, 
initiate, solicit or encourage, directly or indirectly, any inquiries or the 
making or implementation of any proposal or offer (including, without 
limitation, any proposal or offer to its Stockholders) with respect to a 
merger, acquisition, consolidation or similar transaction involving, or any 
purchase of all or any significant portion of the assets or any equity 
securities of, the Company (any such proposal or offer being hereinafter 
referred to as an "Acquisition Proposal") or engage in any negotiations 
concerning, or provide any confidential information or data to, or have any 
discussions with, any person relating to an Acquisition Proposal, or otherwise 
facilitate any effort or attempt to make or implement an Acquisition Proposal; 
(b) that the Company will immediately cease and cause to be terminated any 
existing activities, discussions or negotiations with any parties conducted 
heretofore with respect to any of the foregoing and each will take the 
necessary steps to inform the individuals or entities referred to in the first 
sentence hereof of the obligations undertaken in this Section 6.10; and (c) 
that the Company will notify Purchaser immediately if any material inquiries 
or proposals are received by, any such information is requested from, or any 
such negotiations or discussions are sought to be initiated or continued with, 
the Company.

<PAGE>

              5.10.2  OTHER POTENTIAL BIDDERS. Notwithstanding anything to the 
contrary in Section 5.10.1 above, the Company may, directly or indirectly, 
furnish information and access, in each case in response to requests therefor 
which are not solicited by the Company nor any of its officers or directors 
or, to the actual knowledge of the Company, the Company's employees, agents or 
representatives (collectively for purposes of this Section 5.10.2, "Company 
Contacts") after the date hereof (including any such request from any 
corporation, partnership, person, or other entity or group contacted by the 
Company Contacts prior to the date hereof), to any corporation, partnership, 
person, or other entity or group pursuant to appropriate confidentiality 
agreements, and may participate in discussions and negotiate with such entity 
or group concerning any merger, sale of assets, sale of shares of Company 
Capital Stock or similar transaction, if the Company's Board of Directors 
determines in its good faith judgment that such action is appropriate in 
furtherance of the best interests of the Stockholders.  In addition, the 
Company shall direct its officers and other appropriate personnel to cooperate 
with and be reasonably available to consult with any such entity or group.

      SECTION 5.11    DISTRIBUTIONS AND REPURCHASES.  No distribution, 
payment or dividend of any kind will be declared or paid by the Company in 
respect of Company Capital Stock, nor will any repurchase of any Company 
Capital Stock be approved or effected.


                        ARTICLE VI

                COVENANTS OF PURCHASER
        Purchaser agrees that between the date hereof and the Closing:

      SECTION 6.1     CONSUMMATION OF AGREEMENT.  Purchaser shall use its 
best efforts to cause the consummation of the transactions contemplated hereby 
in accordance with their terms and conditions and take all corporate and other 
action necessary to approve the transactions contemplated hereby, including, 
without limitation, the consummation of the Initial Public Offering and the 
acquisition of all of the Target Companies; provided, however, that this 
covenant shall not require Purchaser to make any expenditures that are not 
expressly set forth in this Agreement or otherwise contemplated herein.  
Purchaser will provide the Company copies of all documents filed with the SEC 
in connection with the Initial Public Offering when filed and copies of all 
comments and other correspondence received from the SEC with respect thereto.

      SECTION 6.2     REQUIREMENTS TO EFFECT ACQUISITION.  Purchaser will 
use its best efforts to take, or cause to be taken, all actions necessary to 
effect the transactions contemplated hereby under applicable law, including, 
without limitation, the consummation of the Initial Public Offering, the 
acquisition of all of the Target Companies, the filing with the appropriate 
government officials of the Registration Statement and responses to SEC 
comments thereon, and all other documents necessary in connection with any of 
the foregoing in the form approved by counsel for the parties to this 
Agreement.

<PAGE>

      SECTION 6.3     ACCESS.  Purchaser shall, at reasonable times during 
normal business hours and on reasonable notice, permit the Company, and its 
authorized representatives reasonable access to, and make available for 
inspection, all of the assets and business of Purchaser, including its 
employees, and permit the Company, and its authorized representatives to 
inspect and, at the Company's sole expense, make copies of all documents, 
records and information with respect to the affairs of Purchaser as the 
Company and its representatives may request (including documents, records and 
information pertaining to or generated in connection with any Target Company, 
except as may be prohibited by confidentiality agreements to which Purchaser 
is a party), all for the sole purpose of permitting the Company to become 
familiar with the business and assets and liabilities of Purchaser.

      SECTION 6.4     NOTIFACATION OF CERTAIN MATTERS.  Purchaser shall 
promptly inform the Company in writing of (a) any notice of, or other 
communication relating to, a default or event that, with notice or lapse of 
time or both, would become a default, received by Purchaser subsequent to the 
date of this Agreement and prior to the Closing Date under any Purchaser 
Commitment material to Purchaser's condition (financial or otherwise), 
operations, assets, liabilities or business and to which it is subject; or (b) 
any material adverse change in Purchaser's condition (financial or otherwise), 
operations, assets, liabilities or business.

      SECTION 6.5     APPROVALS OF THIRD PARTIES.  Purchaser shall use its 
best efforts to secure, as soon as practicable after the date hereof, all 
necessary approvals and consents of third parties to the consummation of the 
transactions contemplated hereby.

      SECTION 6.6     OFFERS OF EMPLOYMENT.  The Purchaser shall make offers 
of employment to  all or substantially all of the employees on the Company's 
payroll as of the Closing Date on terms and conditions substantially similar 
to the then current terms and conditions of their employment with the Company, 
provided however, that nothing herein shall be construed so as to provide any 
employee of the Company any guaranty of continued employment or to impose any 
additional obligation on the Purchaser with respect thereto.

      SECTION 6.7     EXECUTIVE RETENTION AGREEMENTS. The Company has 
entered into separate Executive Retention Agreements, each dated August 24, 
1994 (the "Company Retention Agreements"), with Scott D. Watkins and Newton D. 
Baker (each a "Designated Employee"), which Company Retention Agreements are 
appended hereto as Exhibit 7.3.  At Closing, Purchaser shall assume all 
obligations of the Company under the Company Retention Agreements, except as 
otherwise set forth in those certain Employment Agreements between Purchaser 
and each of the Designated Employees, and delivered pursuant to Section 
10.1.10 hereof.




                                ARTICLE VII

                        COVENANTS OF ALL PARTIES

        Purchaser and the Company agree as follows:

<PAGE>

      SECTION 7.1     FILINGS; OTHER ACTION.

      7.1.1  The Company shall cooperate with Purchaser by promptly 
providing information reasonably requested and required by Purchaser in 
connection with the preparation and filing by Purchaser with the SEC of the 
Registration Statement on Form S-1 (or other appropriate Form) in connection 
with its Initial Public Offering (including the prospectus constituting a part 
thereof, the "Registration Statement").  Purchaser shall obtain all necessary 
state securities law or "Blue Sky" permits and approvals required to carry out 
the transactions contemplated by this Agreement, and the Company shall furnish 
all information concerning the Company as may be reasonably requested in 
connection with any such action.

      7.1.2  None of the information or documents supplied or to be 
supplied by each of the Company and Purchaser specifically for inclusion in 
the Registration Statement, by exhibit or otherwise, will, at the time the 
Registration Statement and each amendment and supplement thereto, if any, 
becomes effective under the Securities Act, contain any untrue statement of a 
material fact or omit to state any material fact required to be stated therein 
or necessary to make the statements therein, in the light of the circumstances 
under which they were made, not misleading.  The Company and Purchaser shall 
agree as to the information and documents supplied by the Company for 
inclusion in the Registration Statement and shall indicate such information 
and documents in a letter to be delivered at Closing (the "Information 
Letter").  The Company shall be entitled to review the Registration Statement 
and each amendment thereto, if any, and any SEC comments thereon and 
Purchaser's responses thereto prior to the time each becomes effective under 
the Securities Act.

      7.1.3  The Company shall, upon request, furnish Purchaser with all 
information concerning the Company, its subsidiaries, directors, officers, 
partners and Stockholders and such other matters as may be reasonably 
requested by Purchaser in connection with the preparation of the Registration 
Statement and each amendment or supplement thereto, or any other statement, 
filing, notice or application made by or on behalf of each such party or any 
of its subsidiaries to any governmental entity in connection with the 
transactions contemplated by this Agreement.

      7.1.4  Purchaser hereby releases the Company from, agrees that the 
Company shall not be liable for, and agrees to hold the Company harmless 
against, any damages, costs, liability, expenses and claims that may be 
occasioned by any cause whatsoever pertaining to and arising out of the 
information or documents included in the Registration Statement, by exhibit or 
otherwise, except for such portions thereof as are based on information or 
documents supplied by the Company.

      SECTION 7.2     AMENDMENT OF SCHEDULES.  Each party hereto agrees 
that, with respect to the representations and warranties of such party 
contained in this Agreement, such party shall have the continuing obligation 
until the Closing to supplement or amend promptly (i) in the case of 
Purchaser, the Purchaser Disclosure Schedules and (ii) in the case of the 
Company, the Company Disclosure Schedules with respect to any matter that 
would have been or would be required to be set forth or described in the 
Schedules in order to not materially breach any representation, warranty or 
covenant of such party contained herein; provided that, no amendment or 
supplement to a Schedule that constitutes or reflects a material adverse 
change to the Company may be made unless Purchaser consents to such amendment 
or supplement, and no amendment or supplement to a Schedule that constitutes 
or reflects a material adverse change to Purchaser may be made unless the 
Company consents to such amendment or supplement.  For all purposes of this 
Agreement, the Schedules hereto shall be deemed to be the Schedules as amended 
or supplemented pursuant to this Section 7.2. In the event that the Company 
seeks to amend or supplement a Schedule pursuant to this Section 7.2 and 
Purchaser does not consent to such amendment or supplement, or Purchaser seeks 
to amend or supplement a Schedule pursuant to this Section 7.2 and the Company 
and the Stockholder do not consent, this Agreement shall be deemed terminated 
by mutual consent as set forth in Section 12.1.1 hereof.

<PAGE>


                                ARTICLE VIII

                 CONDITIONS PRECEDENT OF PURCHASER

        Except as may be waived in writing by Purchaser, the obligations of 
Purchaser hereunder are subject to the fulfillment at or prior to the Closing 
Date of each of the following conditions:

      SECTION 8.1     DUE DILIGENCE.  Purchaser shall have completed its due 
diligence review of the Company and shall be satisfied with the results 
thereof.

      SECTION 8.2     REPRESENTATIONS AND WARRANTIES.  The representations 
and warranties of the Company contained herein shall have been true and 
correct in all respects when initially made and shall be true and correct in 
all material respects as of the Closing Date (except for changes arising in 
the ordinary course of business which are not prohibited by this Agreement and 
which do not have a Material Adverse Effect.

     SECTION 8.3     COVENANTS.  The Company shall have performed and 
complied in all material respects with all covenants required by this 
Agreement to be performed and complied with by the Company or the Stockholders 
prior to the Closing Date.

      SECTION 8.4     LEGAL OPINION.  Counsel to the Company shall have 
delivered to Purchaser its opinion, dated as of the Closing Date, in form and 
substance reasonably satisfactory to Purchaser, to the effect set forth in 
Exhibit 8.4.

      SECTION 8.5     PROCEEDINGS.  No action, proceeding or order by any 
court or governmental body or agency shall have been threatened orally or in 
writing, asserted, instituted or entered to restrain or prohibit the carrying 
out of the transactions contemplated hereby.

<PAGE>

      SECTION 8.6     NO MATERIAL ADVERSE CHANGE.  No change with a Material
Adverse Effect shall have occurred since the Company Balance Sheet Date, 
whether or not such change shall have been caused by the deliberate act or 
omission of the Company.

      SECTION 8.7     SECURITIES APPROVALS.  The Registration Statement 
shall have become effective under the Securities Act and no stop order 
suspending the effectiveness of the Registration Statement shall have been 
issued and no proceedings for that purpose shall have been initiated or 
threatened by the SEC.  At or prior to the Closing Date, Purchaser shall have 
received all state securities and "Blue Sky" permits necessary to consummate 
the transactions contemplated hereby.  The Purchaser Common Stock shall have 
been approved for listing on the Nasdaq National Market, subject only to 
official notification of issuance.

      SECTION 8.8     SIMULTANEOUS CLOSINGS.  The Initial Public Offering 
and Purchaser's acquisition of all of the Target Companies (or such Target 
Companies if less than all of them as Purchaser and the Underwriter 
Representative shall agree will be sufficient for purposes of the Initial 
Public Offering) shall all be closed and consummated simultaneously with the 
Closing.

      SECTION 8.9     CLOSING DELIVERIES.  Purchaser shall have received all 
documents and agreements, duly executed and delivered in form satisfactory to 
Purchaser, referred to in Section 10.1.


                                ARTICLE IX

                CONDITIONS PRECEDENT OF THE COMPANY

        Except as may be waived in writing by the Company, the obligations of 
the Company hereunder are subject to fulfillment at or prior to the Closing 
Date of each of the following conditions:

      SECTION 9.1     REPRESENTATIONS AND WARRANTIES.  The representations 
and warranties of Purchaser contained herein shall be true and correct in all 
respects when initially made and shall be true and correct in all respects as 
of the Closing Date.

      SECTION 9.2     COVENANTS.  Purchaser shall have performed and 
complied in all material respects with all covenants and conditions required 
by this Agreement to be performed and complied with by it prior to the Closing 
Date.

<PAGE>

      SECTION 9.3     LEGAL OPINION.
 
      9.3.1  Counsel to Purchaser shall have delivered to the Company 
its opinion, dated as of the Closing Date, in form and substance reasonably 
satisfactory to the Company, to the effect set forth in Exhibit 9.3.1.

      SECTION 9.4     PROCCEDINGS.  No action, proceeding or order by any 
court or governmental body or agency shall have been threatened in writing, 
asserted, instituted or entered to restrain or prohibit the carrying out of 
the transactions contemplated hereby.

      SECTION 9.5     GOVERNMENT APPROVALS AND REQUIRED CONSENTS.  The 
Company and Purchaser shall have obtained all necessary government and other 
third party approvals and consents.

      SECTION 9.6     SECURITIES APPROVALS.  The Registration Statement 
shall have become effective under the Securities Act and no stop order 
suspending the effectiveness of the Registration Statement shall have been 
issued and no proceedings for that purpose shall have been initiated or 
threatened by the SEC.  At or prior to the Closing Date, Purchaser shall have 
received all state securities and "Blue Sky" permits necessary to consummate 
the transactions contemplated hereby.  At or prior to the Closing Date, the 
Purchaser Common Stock shall have been approved for listing on The Nasdaq 
National Market, subject only to official notification of issuance.

      SECTION 9.7     CLOSING DELIVERIES.  The Company shall have received 
all documents and agreements, duly executed and delivered in form satisfactory 
to the Company, referred to in Section 10.2.

      SECTION 9.8     STOCKHOLDER APPROVAL.  The Stockholders shall have 
approved all transactions contemplated under this Agreement to be carried out 
by the Company.

      SECTION 9.9     OCE TRANSACTION. The Oce Agreement shall be in full 
force and effect and all actions shall have been taken so that the Oce 
Transaction can be consummated promptly after the Closing.


                                ARTICLE X

                          CLOSING DELIVERIES
                          
      SECTION 10.1 DELIVERIES OF THE COMPANY.  At or prior to the Closing 
Date, the Company shall deliver to Purchaser c/o Dinsmore & Shohl LLP, counsel 
to Purchaser, the following, all of which shall be in form and substance 
satisfactory to Purchaser:

<PAGE>

      10.1.1  a copy of resolutions of the Board of Directors and 
the Stockholders of the Company authorizing the execution, delivery and 
performance of this Agreement and all related documents and agreements and 
consummation of the transactions contemplated hereby, each certified by the 
Secretary of the Company as being true and correct copies of the originals 
thereof subject to no modifications or amendments;

      10.1.2  a certificate of the President of the Company, dated 
the Closing Date, as to the truth and correctness in all material respects of 
the representations and warranties of the Company contained herein on and as 
of the Closing Date;

      10.1.3  a certificate of the President of the Company, dated 
the Closing Date, (i) as to the performance of and compliance in all material 
respects by the Company with all covenants contained herein on and as of the 
Closing Date and (ii) certifying that all conditions precedent of the Company 
to the Closing have been satisfied;

      10.1.4  a certificate of the Secretary of the Company 
certifying as to the incumbency of the directors and officers of such 
corporation and as to the signatures of such directors and officers who have 
executed documents delivered at the Closing on behalf of that corporation;

      10.1.5  The Company shall execute, acknowledge and deliver the 
following documents relating to title of the Assets:

              (i)     deeds, bills of sale and assignments sufficient to 
convey to Purchaser good, valid and marketable fee simple to all Assets free 
and clear of all liens, mortgages, pledges, encumbrances, security interests, 
covenants, easements, right of way, equities, options, rights of first refusal 
restrictions, special tax or governmental assessments, defects in title and 
other burdens, except for exceptions permitted by Purchaser; and

              (ii)    an assignment and assumption agreement whereby the 
Company shall convey and Purchaser shall assume and covenant to fully perform 
and comply with the Assumed Liabilities, including but not limited to, the 
assumption of the Retention Agreements. 

      10.1.6  an opinion of Taft, Stettinius & Hollister, counsel to 
the Company, dated as of the Closing Date, pursuant to Section 8.4;

      10.1.7  all necessary authorizations, consents, approvals, 
permits and licenses, including without limitation, those necessary for the 
assignment of the Company's real property leases and the Contracts;

      10.1.8  the Information Letter required by Section 7.1.2;

<PAGE>

      10.1.9  such other instrument or instruments of transfer 
prepared by Purchaser as shall be necessary or appropriate, as Purchaser or 
its counsel shall reasonably request, to carry out and effect the purpose and 
intent of this Agreement; and

      10.1.10  Employment Agreements between the Designated 
Employees and Purchaser in substantially the form attached hereto as Exhibit 
10.1.10.	

      SECTION 10.2  DELIVERIES OF PURCHASER.  At or prior to the Closing 
Date, Purchaser shall deliver to the Company c/o Dinsmore & Shohl LLP, counsel 
to Purchaser, the following, all of which shall be in a form satisfactory to 
the Company;

      10.2.1  a copy of the resolutions of the Board of Directors of 
Purchaser authorizing the execution, delivery and performance of this 
Agreement, and all related documents and agreements, certified by Purchaser's 
Secretary as being true and correct copies of the originals thereof subject to 
no modifications or amendments;

      10.2.2  a certificate of an officer of Purchaser dated the 
Closing Date as to the truth and correctness of the representations and 
warranties of Purchaser contained herein on and as of the Closing Date;

      10.2.3  a certificate of an officer of Purchaser dated the 
Closing Date, (i) as to the performance and compliance by Purchaser with all 
covenants contained herein on and as of the Closing Date and (ii) certifying 
that all conditions precedent of Purchaser to the Closing have been satisfied;

      10.2.4  a certificate of the Secretary of Purchaser certifying 
as to the incumbency of the officers of Purchaser who have executed documents 
delivered at the Closing on behalf of Purchaser;

      10.2.5  an assignment and assumption agreement whereby 
Purchaser shall assume and covenant to fully perform and comply with the 
Assumed Liabilities, including but not limited to, the assumption of the 
Retention Agreements;

      10.2.6  an opinion of Dinsmore & Shohl LLP, counsel to 
Purchaser, dated as of the Closing Date, pursuant to Section 9.3.1:

      10.2.7  the Purchase Price payable at Closing; and

      10.2.8  such other instrument or instruments of transfer, 
prepared by the Company as shall be necessary or appropriate, as the Company 
or their counsel shall reasonably request, to carry out and effect the purpose 
and intent of this Agreement.

<PAGE>


                                ARTICLE XI

                         POST CLOSING MATTERS

      SECTION 11.1   FURTHER INSTRUMENTS OF TRANSFER.  Following the 
Closing, at the reasonable request of Purchaser or of the Company, and in each 
case at Purchaser's sole cost and expense, the Company or Purchaser, as the 
case may be, shall deliver any further instruments of transfer and take all 
reasonable action as may be necessary or appropriate to carry out the purpose 
and intent of this Agreement.


                                ARTICLE XIV

                                TERMINATION

      SECTION 12.1  TERMINATION.  This Agreement may be terminated and the 
transaction contemplated by this Agreement may be abandoned:

      12.1.1  at any time prior to the Closing Date by mutual agreement 
of all parties;

      12.1.2  at any time prior to the Closing Date by Purchaser if any 
representation or warranty of the Company contained in this Agreement or in 
any certificate or other document executed and delivered by the Company 
pursuant to this Agreement is or becomes untrue or breached in any material 
respect or if the Company fails to comply in any material respect with any 
covenant or agreement contained herein, and any such misrepresentation, 
noncompliance or breach is not cured, waived or eliminated within 20 days 
after receipt of written notice thereof;

      12.1.3  at any time prior to the Closing Date by the Company if 
any representation or warranty of Purchaser contained in this Agreement or in 
any certificate or other document executed and delivered by Purchaser pursuant 
to this Agreement is or becomes untrue in any material respect or if Purchaser 
fails to comply in any material respect with any covenant or agreement 
contained herein, and any such misrepresentation, noncompliance or breach is 
not cured, waived or eliminated within 20 days after receipt of written notice 
thereof; and

      12.1.4  by the Company if (i) its Board of Directors determines in 
the exercise of its fiduciary duty that such action is appropriate in 
furtherance of the best interests of the Stockholders in order to accept an 
alternative proposal permitted by Section 5.10.2, and (ii) the Company pays 
Purchaser a cash "break-up" fee of $250,000; and

      12.1.5  by Purchaser or the Company if the Closing shall not have 
been consummated by December 31, 1997.

<PAGE>

      SECTION 12.2    EFFECT OF TERMINATION.  In the event this Agreement is 
terminated pursuant to Section 2.4 by Purchaser at its election or due to the 
intentional non-compliance with Sections 12.1.2 or 12.1.3 above, Purchaser or 
the Company, as applicable, shall be entitled to pursue, exercise and enforce 
any and all remedies, rights, powers and privileges available at law or in 
equity against the non-complying party.  In the event of a termination of this 
Agreement under the provisions of this Article or Section 2.4, a party not 
then in material breach of this Agreement shall stand fully released and 
discharged of any and all obligations under this Agreement; provided, however, 
that if a termination of this Agreement occurs pursuant to the last sentence 
of Section 7.2, the parties hereto shall stand fully released and discharged 
of any and all obligations under this Agreement.


                                ARTICLE XIII

                 NONDISCLOSURE OF CONFIDENTIAL INFORMATION

      SECTION 13.1    NONDISCLOSURE.  The Company recognizes and 
acknowledges that it had in the past, currently has, and in the future may 
possibly have, access to certain Confidential Information of Purchaser that is 
valuable, special and unique assets of Purchaser's business.  Purchaser 
acknowledges that it has had in the past, currently has, and in the future may 
possible have, access to certain Confidential Information of the Company that 
is valuable, special and unique assets of the Company's business.  The Company 
and Purchaser agree that they will not disclose such Confidential Information 
to any person, firm, corporation, association or other entity for any purpose 
or reason whatsoever, except (a) to authorized representatives of Purchaser 
and (b) to counsel and other advisers to  Purchaser, respectively, provided 
that such advisers (other than counsel) agree to the confidentiality 
provisions of this Section 13.1, unless (i) such information becomes available 
to or known by the public generally through no fault of the Company, or 
Purchaser, as the case may be, (ii) disclosure is required by law or the order 
of any governmental authority under color of law, provided, that prior to 
disclosing any information pursuant to this clause (ii), the Company or 
Purchaser, as the case may be, shall, if possible, give prior written notice 
thereof to the Company and Purchaser and  provide the Company or Purchaser 
with the opportunity to contest such disclosure, (iii) the disclosing party 
reasonably believes that such disclosure is required in connection with the 
defense of a lawsuit against the disclosing party, or (iv) the disclosing 
party is the sole and exclusive owner of such Confidential Information as a 
result of the transaction or otherwise. 

      SECTION 13.2    DAMAGES.  Because of the difficulty of measuring 
economic losses as a result of the breach of the foregoing covenants, and 
because of the immediate and irreparable damage that would be caused for which 
they would have no other adequate remedy, the parties agree that, in the event 
of a breach by either of them of the foregoing covenant, the covenant may  be 
enforced against either of them by injunctions and restraining orders.

      SECTION 13.3    SURVIVAL.  The obligations of the parties under this 
Article XIII shall survive the termination of this Agreement.

<PAGE>

                                ARTICLE XIV


                                MISCELLANEOUS

      SECTION 14.1    AMENDMENT; WAIVERS.  This Agreement may be amended, 
modified or supplemented only by an instrument in writing executed by all the 
parties hereto.  Any waiver of any terms and conditions hereof must be in 
writing, and signed by the parties hereto.  The waiver of any of the terms and 
conditions of this Agreement shall not be construed as a waiver of any other 
terms and conditions hereof.

      SECTION 14.2    ASSIGNMENT.  Neither this Agreement nor any right 
created hereby or in any agreement entered into in connection with the 
transactions contemplated hereby shall be assignable by any party hereto, 
except by Purchaser to a wholly owned subsidiary of Purchaser (provided that 
any such assignment shall not relieve Purchaser of its obligations hereunder) 
and except that after the Closing the Company may assign its rights hereunder 
to its shareholders or a trust for their benefit pursuant to the Company's 
Plan of Complete Liquidation and Dissolution.

      SECTION 14.3    PARTIES IN INTEREST; No Third Party Beneficiaries.  
Except as otherwise provided herein, the terms and conditions of this 
Agreement shall inure to the benefit of and be binding upon the respective 
heirs, legal representatives, successors and assigns of the parties hereto.  
Neither this Agreement nor any other agreement contemplated hereby shall be 
deemed to confer upon any person not a party hereto or thereto any rights or 
remedies hereunder or thereunder.

      SECTION 14.4    ENTIRE AGREEMENT.  This Agreement and the agreements 
contemplated hereby constitute the entire agreement of the parties regarding 
the subject matter hereof, and supersede all prior agreements and 
understandings, both written and oral, among the parties, or any of them, with 
respect to the subject matter hereof.

      SECTION 14.5    SEVERABILITY.  If any provision of this Agreement is 
held to be illegal, invalid or unenforceable under present or future laws 
effective during the term hereof, such provision shall be fully severable and 
this Agreement shall be construed and enforced as if such illegal, invalid or 
unenforceable provision never comprised a part hereof; and the remaining 
provisions hereof shall remain in full force and effect and shall not be 
affected by the illegal, invalid or unenforceable provision or by its 
severance herefrom.  Furthermore, in lieu of such illegal, invalid or 
unenforceable provision, there shall be added automatically as part of this 
Agreement a provision as similar in its terms to such illegal, invalid or 
unenforceable provision as may be possible and be legal, valid and 
enforceable.

      SECTION 14.6     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND 
COVENANTS.  The representations, warranties and covenants of the Company 
contained herein shall not survive the Closing.

<PAGE>

      SECTION 14.7    GOVERNING LAW.  This agreement and the rights and 
obligations of the parties hereto shall be governed by and construed and 
enforced in accordance with the substantive laws (but not the rules governing 
conflicts of laws) of the State of Ohio.

      SECTION 14.8    CAPTIONS.  The captions in this Agreement are for 
inconvenience of reference only and shall not limit or otherwise affect any of 
the terms or provisions hereof.

      SECTION 14.9    GENDER AND NUMBER.  When the context requires, the 
gender of all words used herein shall include the masculine, feminine and 
neuter and the number of all words shall include the singular and plural.

      SECTION 14.10   REFERENCE TO AGREEMENT.  Use of the words "herein", 
"hereof", "hereto" and the like in this Agreement shall be construed as 
references to this Agreement as a whole and not to any particular Article, 
Section or provision of this Agreement, unless otherwise noted.

      SECTION 14.11   CONFIDENTIALITY; PUBLICITY AND DISCLOSURES.  Each 
party shall keep this Agreement and its terms confidential, and shall make no 
press release or public disclosure, either written or oral, regarding the 
transactions contemplated by this Agreement without the prior knowledge and 
consent of the other parties hereto; provided that the foregoing shall not 
prohibit any disclosure (a) by press release, filing or otherwise that 
Purchaser or the Company has determined in its good faith judgment to be 
required by federal securities laws or the rules of the National Association 
of Securities Dealers, (b) to attorneys, accountants, investment bankers or 
other agents of the parties assisting the parties in connection with the 
transactions contemplated by this Agreement and (c) by Purchaser in connection 
with the conduct of its Initial Public Offering and conducting an examination 
of the operations and assets of the Company; provided that Purchaser or the 
Company shall reasonably promptly provide notice to the other of any release 
made under this Section 14.11.  In the event that the transactions 
contemplated hereby are not consummated for any reason whatsoever, the parties 
hereto agree not to disclose or use any Confidential Information they may have 
concerning the affairs of the other parties, except for information that is 
required by law to be disclosed; provided that should the transactions 
contemplated hereby not be consummated, nothing contained in this Section 
shall be construed to prohibit the parties hereto from operating businesses in 
competition with each other.

      SECTION 14.12   NOTICE.  Whenever this Agreement requires or permits 
any notice, request, or demand from one party to another, the notice, request, 
or demand must be in writing to be effective and shall be deemed to be 
delivered and received (i) if personally delivered or if delivered by telex, 
telegram, facsimile or courier service, when actually received by the party to 
whom notice is sent or (ii) if delivered by mail (whether actually received or 
not), at the close of business on the third business day next following the 
day when placed in the mail, postage prepaid, certified or registered, 
addressed to the appropriate party or parties, at the address of such party 
set forth below (or at such other address as such party may designate by 
written notice to all other parties in accordance herewith):

<PAGE>

If to Purchaser:        Universal Document Management Systems, Inc.
                        8044 Montgomery Road, Suite 700
                        Cincinnati, Ohio 45236
                        Attn.: Terry L. Theye

with a copy to:		Dinsmore & Shohl LLP
                        1900 Chemed Center
                        255 East Fifth Street
                        Cincinnati, Ohio 45202
                        Fax No.: (513) 977-8141
                        Attn:   Charles F. Hertlein, Jr.

If to the Company:      ACCESS Corporation
                        4350 Glendale-Milford Road
                        Cincinnati, Ohio 45242
                        Fax No.: (513) 786-8363
                        Attn:  Scott D. Watkins

with a copy to:		Taft, Stettinius & Hollister
                        1800 Star Bank Center
                        425 Walnut Street
                        Cincinnati, Ohio 45202
                        Fax No.: (513) 381-0205
                        Attn:  Gerald S. Greenberg, Esq.

      SECTION 14.13   CHOICE OF FORUM.  Each of the parties hereto shall be 
subject to the in personam jurisdiction of any state or federal court located 
in Hamilton County, State of Ohio.

      SECTION 14.14   NO WAIVER; REMEDIES.  No party hereto shall by any act 
(except by written instrument pursuant to Section 14.1 hereof), delay, 
indulgence, omission or otherwise be deemed to have waived any right or remedy 
hereunder or to have acquiesced in any default in or breach of any of the 
terms and conditions hereof.  No failure to exercise, nor any delay in 
exercising, on the part of any party hereto, any right, power or privilege 
hereunder shall operate as a waiver thereof.  No single or partial exercise of 
any right, power or privilege hereunder shall preclude any other or further 
exercise thereof or the exercise of any other right, power or privilege.  No 
remedy set forth in this Agreement or otherwise conferred upon or reserved to 
any party shall be considered exclusive of any other remedy available to any 
party, but the same shall be distinct, separate and cumulative and may be 
exercised from time to time as often as occasion may arise or as may be deemed 
expedient.

<PAGE>


      SECTION 14.15   COUNTERPARTS.  This Agreement may be executed in multiple 
counterparts, each of which shall be deemed an original, and all of which 
together shall constitute one and the same instrument.

      SECTION 14.16   COSTS, EXPENSES AND LEGAL FEES.  If  the transactions 
contemplated hereby are not consummated, each party hereto shall bear its own 
costs and expenses (including attorneys' fees) incurred in connection with the 
transactions contemplated herein.  Provided that the  transactions 
contemplated hereby are consummated, the Purchaser shall bear the Company's 
attorneys' fees, not to exceed $50,000.

<PAGE>








	[THIS PAGE INTENTIONALLY LEFT BLANK]



<PAGE>

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

                                                Purchaser:
                                                UNIVERSAL DOCUMENT
                                                MANAGEMENT SYSTEMS, INC.

                                                By: TERRY L. THEYE

                                                -------------------------------
                                                Terry L. Theye, President


                                                Company:
                                                ACCESS CORPORATION
                                                        
                                                        
                                                By: SCOTT D. WATKINS
                                              -------------------------------
                                                Scott D. Watkins, President


<PAGE>

                                ATTACHMENTS

Exhibit 1.1.21		List of Target Companies
Exhibit 2.3		Allocation of the Purchase Price
Exhibit 7.3		Company Retention Agreements
Exhibit 8.4		Form of Opinion of Company Counsel
Exhibit 9.3.1		Form of Opinion of Purchaser Counsel
Exhibit 10.1.10         Form of Employment Agreements

	***
Company Disclosure Schedules:

Schedule 2.1.1(v)	Real Property and Leases
Schedule 2.1.1(vi)	Intangible Assets
Schedule 3.1		Organization and Good Standing
Schedule 3.2		Corporate Records
Schedule 3.3		Authorization and Validity
Schedule 3.4		No Violation
Schedule 3.5		Consents
Schedule 3.6		Financial Statements
Schedule 3.7		Liabilities and Obligations
Schedule 3.8		Employee Matters
Schedule 3.9		Employee Benefit Plans
Schedule 3.10		Absence of Certain Changes
Schedule 3.11		Title; Leased Assets
Schedule 3.12		Commitments
Schedule 3.13		Insurance
Schedule 3.14		Proprietary Rights and Information
Schedule 3.15		Taxes
Schedule 3.16		Compliance with Laws
Schedule 3.17		Finder's Fee
Schedule 3.18		Litigation
Schedule 3.19		Condition of Fixed Assets
Schedule 3.20		Distributions and Repurchases
Schedule 3.21		Banking Relations
Schedule 3.22		Ownership Interests of Interested Persons; 
Affiliations
Schedule 3.23		Environmental Matters
Schedule 3.24		Certain Payments

Purchaser Disclosure Schedules:
Schedule 4.1		Organization and Good Standing
Schedule 4.2		Authorization and Validity
Schedule 4.3		Finder's Fee	



<PAGE>

                                                  Exhibit 1.1.21
                        TARGET COMPANIES


ACCESS Corporation
4350 Glendale-Milford Road, Suite 250
Cincinnati, Ohio 45242
Attn: Scott Watkins	

Applied Software Technology, Inc.
1908 Cliff Valley Way NE
Atlanta, GA 30329
Attn: Richard B. Burroughs, III

CADD Microsystems, Inc.
6138 Grovedale Court
Suite 200
Alexandria, VA 22310
Attn: Jeff Gravatte

Computers for Design, Inc.
5460 South Quebec Street
Suite 110
Englewood, CO 80111
Attn: Eric Darst

DTI Technologies, Inc.
10 Commerce Park North
Unit 10
Bedford, NH 03110
Attn: Dan Dolan

Synergis Technologies, Inc.
427 California Road
Quakertown, PA 18951         
Attn: David Sharp

Technical Software, Inc.
23550 Commerce Park
Cleveland, Ohio 44122
Attn: Greg Malkin

Mid-West CAD, Inc.
620 S.E. 291 Highway
Suite 106
Lee's Summit, MO 64063
Attn: Roger Roberts

Devtron Russell Inc.
301 North Bowery
Gladwin, Michigan 48624
Attn: Edward Russell