EXHIBIT 10.19

                                                               EXECUTION COPY


                           ASSET PURCHASE AGREEMENT

                                BY AND BETWEEN

                              SER SYSTEMS, INC,

                             SER SOLUTIONS, INC.,

                                     AND

                      JACK HENRY & ASSOCIATES, INC., AND

                              JHA SYNERGY, INC.


                              December 17, 2004

<PAGE>

                              TABLE OF CONTENTS
                              -----------------

 ARTICLE I      DEFINITIONS ......................................     1
   Section 1.1  Accounting Principles.............................     1
   Section 1.2  Accounts..........................................     1
   Section 1.3  Accounts Payable..................................     1
   Section 1.4  Affiliate.........................................     1
   Section 1.5  Agreement.........................................     1
   Section 1.6  Assets............................................     2
   Section 1.7  Assignment and Assumption Agreement...............     2
   Section 1.8  Assignment of Lease Agreement.....................     2
   Section 1.9  Assumed Liabilities...............................     2
   Section 1.10 Bill of Sale......................................     2
   Section 1.11 Brainware Engine License..........................     2
   Section 1.12 Business Day......................................     3
   Section 1.13 Buyer.............................................     3
   Section 1.14 Buyer's Consents..................................     3
   Section 1.15 Closing...........................................     3
   Section 1.16 Closing Date......................................     3
   Section 1.17 Code..............................................     3
   Section 1.18 Commercially Reasonable Efforts...................     3
   Section 1.19 Continuing Employee...............................     3
   Section 1.20 Contracts.........................................     3
   Section 1.21 Copyrights........................................     3
   Section 1.22 Deferred Maintenance..............................     3
   Section 1.23 Effective Time of the Closing.....................     3
   Section 1.24 Equipment.........................................     3
   Section 1.25 ERISA.............................................     3
   Section 1.26 Excluded Assets...................................     3
   Section 1.27 Final Working Capital Calculation.................     4
   Section 1.28 Final Working Capital.............................     4
   Section 1.29 Final Purchase Price..............................     4
   Section 1.30 Financial Statement...............................     4
   Section 1.31 General Intangibles...............................     4
   Section 1.32 Governmental Authority............................     4
   Section 1.33 IDM Business......................................     4
   Section 1.34 IDM Contract......................................     4
   Section 1.35 IDM Employee......................................     4
   Section 1.36 Initial Working Capital...........................     4
   Section 1.37 Initial Working Capital Calculation...............     5
   Section 1.38 Initial Purchase Price............................     5
   Section 1.39 Intangibles.......................................     5
   Section 1.40 Inventory.........................................     5
   Section 1.41 Knowledge.........................................     5
   Section 1.42 Law...............................................     5
   Section 1.43 Losses............................................     5
   Section 1.44 Material Adverse Effect...........................     5
   Section 1.45 Opinion of Seller's Counsel.......................     5
   Section 1.46 Permits...........................................     5
   Section 1.47 Permitted Liens...................................     5
   Section 1.48 Person............................................     6
   Section 1.49 Representatives...................................     6
   Section 1.50 Rochester Hills Facility..........................     6
   Section 1.51 Rochester Hills Lease.............................     6
   Section 1.52 Seller............................................     6
   Section 1.53 Seller's Consents.................................     6
   Section 1.54 Tax or Taxes......................................     6
   Section 1.55 Tax Return........................................     6
   Section 1.56 Transition Services Agreement.....................     7
   Section 1.57 Working Capital Calculation.......................     6

 ARTICLE II  PURCHASE AND SALE ...................................     6
   Section 2.1  Purchase and Sale; Assignment and Assumption......     6
   Section 2.2  Payment of the Initial Purchase Price; Deliveries
                  at Closing......................................     7
   Section 2.3  Working Capital Calculation; Settlement of Final
                  Purchase Price..................................     7

 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER ............     9
   Section 3.1  Organization Seller...............................     9
   Section 3.2  Authorization; Enforceability.....................     9
   Section 3.3  No Violation or Conflict by Seller................     9
   Section 3.4  Financial Statements..............................     9
   Section 3.5  Title to and Sufficiency of Assets................     9
   Section 3.6  No Litigation.....................................    10
   Section 3.7  Inventory.........................................    10
   Section 3.8  Contracts.........................................    10
   Section 3.9  Accounts..........................................    10
  Section 3.10  Condition of Equipment............................    11
  Section 3.11  Compliance with Law...............................    11
  Section 3.12  Taxes.............................................    11
  Section 3.13  Employment Agreements and Benefits................    11
  Section 3.14  Intangibles.......................................    11
  Section 3.15  Fees and Expenses of Brokers and Others...........    12
  Section 3.16  No Material Adverse Change........................    12
  Section 3.17  Environmental Conditions..........................    12
  Section 3.18  Lease.............................................    13
  Section 3.19  Disclosure........................................    13
  Section 3.20  No Knowledge of Breach............................    13

 ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF Buyer..............    13
  Section 4.1   Organization of Buyer.............................    13
  Section 4.2   Authorization; Enforceability.....................    13
  Section 4.3   No Violation or Conflict by Buyer.................    13
  Section 4.4   No Litigation.....................................    14
  Section 4.5   Fees and Expenses of Brokers and Others...........    14
  Section 4.6   Availability of Consideration.....................    14
  Section 4.7   No Knowledge of Breach............................    14

 ARTICLE V   CERTAIN MATTERS PENDING THE CLOSING .................    14
  Section 5.1   Carry on in Regular Course........................    14
  Section 5.2   Compensation......................................    14
  Section 5.3   Compliance with Law...............................    14
  Section 5.4   Cooperation; Conditions to Closing................    15
  Section 5.5   Publicity.........................................    15

 ARTICLE VI  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER ....    15
  Section 6.1   Compliance with Agreement.........................    15
  Section 6.2   Proceedings and Instruments Satisfactory..........    15
  Section 6.3   No Litigation.....................................    15
  Section 6.4   Representations and Warranties....................    15
  Section 6.5   Seller's Consents.................................    16
  Section 6.6   Deliveries at Closing.............................    16

 ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER....    16
  Section 7.1   Compliance with Agreement.........................    16
  Section 7.2   Proceedings and Instruments Satisfactory..........    16
  Section 7.3   No Litigation.....................................    16
  Section 7.4   Representations and Warranties....................    16
  Section 7.5   Buyer's Consents..................................    17
  Section 7.6   Deliveries at Closing.............................    17

 ARTICLE VIII INDEMNITIES AND ADDITIONAL COVENANTS ...............    17
  Section 8.1   Seller's Indemnity................................    17
  Section 8.2   Buyer's Indemnity.................................    18
  Section 8.3   Bulk Sales Compliance.............................    19
  Section 8.4   Additional Instruments; Regulatory Matters........    19
  Section 8.5   Employment Matters................................    20
  Section 8.6   Allocation of Purchase Price......................    20
  Section 8.7   Access to Books and Records.......................    20
  Section 8.8   Non-Competition...................................    20
  Section 8.9   Collection of Accounts............................    21
  Section 8.10  Confidentiality...................................    21
  Section 8.11  Non-Solicitation; Non-Disparagement...............    23

 ARTICLE IX  TERMINATION .........................................    24
  Section 9.1   Termination.......................................    24
  Section 9.2   Rights on Termination; Waiver.....................    24

 ARTICLE X   MISCELLANEOUS .......................................    24
  Section 10.1  Transfer Taxes and Fees...........................    24
  Section 10.2  Entire Agreement; Amendment.......................    24
  Section 10.3  Expenses..........................................    25
  Section 10.4  Governing Law.....................................    25
  Section 10.5  Assignment........................................    25
  Section 10.6  Notices...........................................    25
  Section 10.7  Counterparts; Headings............................    26
  Section 10.8  Interpretation....................................    26
  Section 10.9  Severability......................................    26
  Section 10.10 No Reliance.......................................    26
  Section 10.11 Specific Performance..............................    26



                                  SCHEDULES
                                  ---------

  Schedule 1.1    Accounting Principles
  Schedule 1.2    Accounts
  Schedule 1.3    Accounts Payable
  Schedule 1.9    Assumed Liabilities
  Schedule 1.24   Equipment
  Schedule 1.35   IDM Employees
  Schedule 1.37   Initial Working Capital Calculation
  Schedule 1.40   Inventory
  Schedule 1.46   Permits
  Schedule 1.47   Permitted Liens
  Schedule 3.3    Seller's Consents
  Schedule 3.4    Accounting Principles
  Schedule 3.5    Exception to Title
  Schedule 3.6    Exceptions to Litigation
  Schedule 3.8    Exceptions to Contracts
  Schedule 3.9    Exceptions to Accounts
  Schedule 3.11   Compliance with Law
  Schedule 3.13   Employment and Benefits Agreements
  Schedule 3.14   Intangibles
  Schedule 3.16   Material Adverse Change
  Schedule 5.1    Exception to Regular Course
  Schedule 8.6    Allocation of Purchase Price



                                  EXHIBITS
                                  --------

  Exhibit 1.7     Form of Assignment and Assumption Agreement
  Exhibit 1.8     Form of Assignment of Lease Agreement
  Exhibit 1.10    Form of Bill of Sale
  Exhibit 1.11    Form of Brainware Engine License
  Exhibit 1.45    Form of Opinion of Seller's Counsel
  Exhibit 1.56    Form of Transition Services Agreement

<PAGE>

                           ASSET PURCHASE AGREEMENT
                           ------------------------
      ASSET PURCHASE AGREEMENT, made as of December 17, 2004, by and between
 SER SOLUTIONS, INC. and SER SYSTEMS, INC., both Virginia corporations,
 (collectively, the "Seller"), and JHA SYNERGY, INC. and JACK HENRY &
 ASSOCIATES, INC., both Delaware corporations (collectively "Buyer").


                                   RECITALS
                                   --------
      WHEREAS, Seller owns the Assets, is a party to the Contracts and the
 Rochester Hills Lease and is subject to the Assumed Liabilities, which
 Assets, Contracts and Assumed Liabilities are employed by Seller in its
 IDM Business (as defined herein); and

      WHEREAS, Seller desires to sell the Assets and assign the Rochester
 Hills Lease and Assumed Liabilities to Buyer, and Buyer desires to purchase
 the Assets and accept assignment of the Rochester Hills Lease and Assumed
 Liabilities from Seller, all on the terms and subject to the conditions set
 forth herein.


                                  AGREEMENT
                                  ---------
      NOW, THEREFORE, in consideration of the Recitals and of the mutual
 covenants, conditions and agreements set forth herein and for other good
 and valuable consideration, the receipt and sufficiency of which hereby
 are acknowledged, it is agreed that:


                                  ARTICLE I
                                 DEFINITIONS

      When used in this Agreement, the following terms shall have the
 meanings specified:

      Section 1.1    Accounting Principles.  "Accounting Principles" shall
 mean those principles set forth on Schedule 1.1 attached hereto used or to
 be used in connection with preparing the Initial Working Capital Calculation
 and the Final Working Capital Calculation.

      Section 1.2    Accounts.  "Accounts" shall mean all accounts
 receivable, notes receivable, prepaid expenses and associated rights
 (including, without limitation, all security deposits, letters of credit and
 security documents) arising from the sale of goods and services by Seller in
 the IDM Business and existing as of the Effective Time of the Closing as set
 forth in Schedule 1.2 attached hereto.

      Section 1.3    Accounts Payable.  "Accounts Payable" shall mean all
 accounts payable of Seller arising from the conduct by Seller of the IDM
 Business as set forth in Schedule 1.3 attached hereto or incurred after the
 date of Schedule 1.3 in the ordinary course of business.

      Section 1.4    Affiliate.  "Affiliate" shall mean, with respect to any
 Person, any other Person that directly or indirectly controls, is controlled
 by or is under common control with such Person.

      Section 1.5    Agreement.  "Agreement" shall mean this Asset Purchase
 Agreement, together with the Exhibits and Schedules attached hereto, as the
 same may be amended from time to time in accordance with the terms hereof.

      Section 1.6    Assets.  "Assets" shall mean the Accounts, the
 Contracts, the Equipment, the Intangibles and the Inventory, as set forth
 in this Agreement and Schedules 1.2, 1.24, 3.14, and 1.39, respectively,
 together with all goodwill associated with the IDM Business (to the extent
 such goodwill is not included in such Intangibles); provided, however, that
 the term "Assets" shall exclude the Excluded Assets.

      Section 1.7    Assignment and Assumption Agreement.  "Assignment and
 Assumption Agreement" shall mean the assignment and assumption agreement, in
 the form of Exhibit 1.7 attached hereto, to be executed by Buyer and Seller
 for the assignment of the Contracts and the Assumed Liabilities from Seller
 to Buyer.

      Section 1.8    Assignment of Lease Agreement.  "Assignment of Lease
 Agreement" shall mean the assignment and assumption of the Rochester Hills
 Lease in the form of Exhibit 1.8 attached hereto to be executed by Seller,
 Buyer and Landlord.

      Section 1.9    Assumed Liabilities.  "Assumed Liabilities" shall mean
 Seller's liabilities (i) to the IDM Customers for Deferred Maintenance and
 other deferred revenue; (ii) under the Rochester Hills Lease; (iii) all
 Accounts Payable; (iv) to the IDM Customers incurred by Seller in the
 ordinary course of business for orders outstanding as of the Effective Time
 of the Closing and reflected on Seller's books (other than any liability
 arising out of or relating to a breach by Seller in connection with such
 order that occurred prior to the Effective Time of the Closing); (v) arising
 after the Effective Time of the Closing under the Contracts; (vi) any sales
 or use taxes that will arise as a result of the sale of the Assets pursuant
 to this Agreement (other than Seller's state and Federal Income Tax
 obligations) and (vii) any liability of Seller described in Schedule 1.9
 attached hereto.

      Section 1.10   Bill of Sale.  "Bill of Sale" shall mean the bill of
 sale with respect to the Assets, to be executed by Seller in favor of Buyer
 in the form of Exhibit 1.10 attached hereto.

      Section 1.11   Brainware Engine License.  "Brainware Engine License"
 shall mean that certain license agreement, in the form attached hereto
 as Exhibit 1.11, pursuant to which Seller shall grant to Buyer a
 non-exclusive, perpetual, royalty free, worldwide (except where
 prohibited by law), license, to: (x) integrate the executable version
 of the SERbrainware engine ("Brainware Engine") solely in the PowerSearch
 Module of SERsynergy (collectively "Integrated Product"); (y) use,
 demonstrate, market, distribute, sell, and sublicense the Integrated Product
 to end user customers either directly or via third parties such as resellers
 and distributors; and (z) provide maintenance and support services,
 implementation, training, and other services associated with the Integrated
 Product;  [other terms of such license agreement shall include:

           (i)  Seller's agreement that to the extent it may release updates
 to the Brainware Engine in the ordinary course of business (which Seller
 shall have no obligation to do under this Agreement), Seller will make such
 updates available to Buyer free of charge, provided that such updates do not
 include substantially new feature functionality;

           (ii) A disclaimer of any rights of Buyer/Licensee to the Brainware
 Engine with respect to any products other than the Integrated Product;

           (iii)  A prohibition on reverse engineering; and

           (iv) An acknowledges by Buyer that all rights in the Brainware
 Engine belong to Seller.]

      Section 1.12   Business Day.  "Business Day" shall mean any day except
 a Saturday, Sunday or other day on which commercial banks in New York, New
 York, are generally authorized to close.

      Section 1.13   Buyer.  "Buyer" shall mean JHA Synergy, Inc., and its
 corporate parent Jack Henry & Associates, Inc., both Delaware corporations.

      Section 1.14   Buyer's Consents.  "Buyer's Consents" shall mean all
 consents, approvals, certificates and authorizations required to be obtained
 by Buyer in connection with the transactions contemplated herein.

      Section 1.15   Closing.  "Closing" shall mean the conference held
 at 9:00 a.m., local time, on the Closing Date, at the offices of Hunton &
 Williams LLP, counsel to Seller, 1751 Pinnacle Drive, Suite 1700, McLean,
 Virginia.

      Section 1.16   Closing Date.  "Closing Date" shall mean December 17,
 2004, or such other date as the parties hereto may mutually agree in
 writing, on which date the Closing shall occur.

      Section 1.17   Code.  "Code" shall mean the Internal Revenue Code of
 1986, as amended.

      Section 1.18   Commercially Reasonable Efforts.  "Commercially
 Reasonable Efforts" shall mean the efforts that a prudent Person desirous of
 achieving a result would use in similar circumstances to achieve that result
 as expeditiously as reasonably possible, provided, however, that this will
 not be deemed to require a Person to undertake extraordinary or unreasonable
 measures, including the payment of amounts in excess of normal and usual
 filing fees and processing fees, if any, or other payments with respect to
 any Contract that are significant in the context of such Contract.

      Section 1.19   Continuing Employee.  "Continuing Employee" shall mean
 any IDM Employee who is offered and accepts employment with Buyer from and
 after the Effective Time of the Closing.

      Section 1.20   Contracts.  "Contracts" shall mean all contracts,
 agreements, leases of personal property, licenses, relationships and
 commitments that relate primarily to the IDM Business and to which Seller is
 a party or by which Seller is bound as of the Closing Date, which is in full
 force and effect as of the Closing Date.

      Section 1.21   Copyrights.  "Copyrights" shall have the meaning
 in Section 3.14.

      Section 1.22   Deferred Maintenance.  "Deferred Maintenance" shall mean
 Seller's obligation to provide maintenance services to IDM Customers
 pursuant to the Contracts.

      Section 1.23   Effective Time of the Closing.  "Effective Time of the
 Closing" shall mean 10:00 a.m., local time, on the Closing Date.

      Section 1.24   Equipment.  "Equipment" shall mean all tangible assets
 (other than Inventory) used exclusively in the IDM Business as of the
 Effective Time of the Closing, including, but not limited to, all computers,
 printers, servers, furniture, fixtures, leasehold improvements, equipment
 and spare parts, as set forth on Schedule 1.24 hereto.

      Section 1.25   ERISA.  "ERISA" shall mean the Employee Retirement
 Income Security Act of 1974, as amended.

      Section 1.26   Excluded Assets.  "Excluded Assets" shall mean all of
 the assets of the Seller other than the Assets, including but not limited
 to (a) assets relating to Sellers contact center business, (b) assets
 relating to Seller's Brainware business, including but not limited to the
 SERbrainware technology, including SERdistiller, SERiMail, SERoutlookAccess
 and SERglobalBrain (personal edition, enterprise edition, API toolkit,
 etc.), (c) any General Intangible including the word "SER" and (d) assets
 relating to corporate overhead, employees, equipment and materials used in
 providing administrative support to the Seller's businesses, including the
 IDM Business, including the corporate PBX (other than PBX in the Rochester
 Hills Facility) and software such as Softrax (financial) and Vantive (CRM)
 ("Corporate Assets.").

      Section 1.27   Final Working Capital Calculation.  "Final Working
 Capital Calculation" shall mean the Working Capital Calculation to be
 prepared and delivered in accordance with Section 2.3 hereof.

      Section 1.28   Final Working Capital.  "Final Working Capital" shall
 mean the result of the Final Working Capital Calculation.

      Section 1.29   Final Purchase Price.  "Final Purchase Price" shall mean
 the Initial Purchase Price as adjusted pursuant to Section 2.3 hereof.

      Section 1.30   Financial Statement.  "Financial Statement" shall have
 the meaning given to such term in Section 3.4 herein.

      Section 1.31   General Intangibles.  "General Intangibles" shall mean
 the intangible assets owned or licensed by Seller and used primarily in
 the conduct of the IDM Business as of the Effective Time of the Closing,
 including:  (a) all registered and unregistered trademarks, service marks,
 trade dress, logos, trade names and brand names, and any combination of such
 names, used in the IDM Business including all goodwill associated therewith
 and all applications, registrations and renewals in connection therewith;
 (b) all trade secrets and confidential business information used in the IDM
 Business (including ideas, research and development, know-how, compositions,
 designs, drawings, specifications, customer and supplier lists, pricing and
 cost information and business and market plans and proposals); (c) the
 proprietary software used in, licensed or sold in the IDM Business other
 than Excluded Assets; and (d) the rights, benefits and obligations set forth
 in the  Brainware Engine License.

      Section 1.32   Governmental Authority.  "Governmental Authority"
 shall mean any federal, state, municipal or other governmental department,
 commission, board, bureau, agency or instrumentality, or any court.

      Section 1.33   IDM Business.  "IDM Business" shall mean the Seller's
 business of developing, selling and servicing integrated document management
 software, including SERsynergy and all SERsynergy modules (i.e., Reports
 (COLD/ERM), Document Management, Check, Document Distribution, Internet
 Integration, Workflow, and PowerSearch), and all prior versions of
 SERsynergy sold under the names of MacroFiche, MacroSearch, and MacroLog,
 and formerly conducted under the names "MacroSoft" and "SER MacroSoft."

      Section 1.34   IDM Contract.  "IDM Contract" shall have the meaning
 given to such term in Section 3.8 herein.

      Section 1.35   IDM Employee.  "IDM Employee" shall mean any of Seller's
 employees engaged in the IDM Business and listed on the attached
 Schedule 1.35.

      Section 1.36   Initial Working Capital.  "Initial Working Capital"
 shall mean the result of the Initial Working Capital Calculation.

      Section 1.37   Initial Working Capital Calculation.  "Initial Working
 Capital Calculation" shall mean the Working Capital Calculation as of the
 date hereof, a copy of which is attached hereto as Schedule 1.37.

      Section 1.38   Initial Purchase Price.  "Initial Purchase Price" shall
 mean $35,000,000.

      Section 1.39   Intangibles.  "Intangibles" shall mean the Copyrights
 and the General Intangibles.

      Section 1.40   Inventory.  "Inventory" shall mean all the inventories
 of goods owned by Seller and held for resale, and all supplies held for use,
 in the IDM Business as of the Effective Time of the Closing as set forth on
 Schedule 1.40 attached hereto.

      Section 1.41   Knowledge.  An individual will be deemed to have
 "Knowledge" of a particular fact or other matter if that individual is
 actually aware of that fact or matter.  A Person (other than an individual)
 will be deemed to have "Knowledge" of a particular fact or other matter if
 any individual who is currently serving as a director, executive officer,
 partner, executor or trustee of that Person (or any individual in any
 similar capacity) has Knowledge of that fact or other matter.

      Section 1.42   Law.  "Law" shall mean any federal, state, local or
 other law or governmental requirement of any kind, and the rules,
 regulations and orders promulgated thereunder.

      Section 1.43   Losses.  "Losses" shall have the meaning given to such
 term in Section 8.1(a) herein.

      Section 1.44   Material Adverse Effect.  "Material Adverse Effect"
 shall mean a material adverse effect on the business or assets of the IDM
 Business, taken as a whole; provided, however, that Material Adverse Effect
 (and the word "material" and phrases of like import) shall exclude any
 adverse changes or conditions as and to the extent such changes or
 conditions relate to or result from: (a) public or industry knowledge of the
 transactions contemplated by this Agreement (including but not limited to
 any action or inaction by Seller's employees, customers or vendors); (b)
 general economic conditions or other conditions (regulatory or other)
 including those affecting the industries in which the IDM Business operates;
 (c) those matters disclosed on Schedule 3.16 attached hereto; and (d)
 changes resulting from Seller's compliance with the terms of this Agreement.

      Section 1.45   Opinion of Seller's Counsel.  "Opinion of Seller's
 Counsel" shall mean the opinion of Hunton & Williams LLP, counsel to Seller,
 in the form of Exhibit 1.45 attached hereto.

      Section 1.46   Permits.  "Permits" shall mean all governmental
 approvals, authorizations, registrations, permits and licenses necessary or
 required for the conduct of the IDM Business in the ordinary course as of
 the Effective Time of the Closing, as set forth on Schedule 1.46.

      Section 1.47   Permitted Liens.  "Permitted Liens" shall
 mean: (a) those liens, claims, mortgages or encumbrances that are
 specifically listed on Schedule 1.47 attached hereto; (b) all liens
 for Taxes, assessments, water and sewer rents and other governmental
 charges not yet due and payable or being contested in good faith by
 appropriate proceedings; (c) Laws that affect the use of the Assets
 including, without limitation, zoning, building and other similar
 restrictions, and (d) other liens of a minor nature that do not,
 individually or in the aggregate, in any material respect interfere
 with or impair the continued use of the Assets in the ordinary course
 of business consistent with past practice.

      Section 1.48   Person.  "Person" shall mean any individual,
 sole proprietorship, trust, estate, executor, legal representative,
 unincorporated association, association, institution, corporation, company,
 partnership, limited liability company, limited liability partnership, joint
 venture, government (whether national, federal, state, provincial, county,
 city, municipal or otherwise, including, without limitation, any authority,
 instrumentality, division, agency, body or department thereof), and any
 regulatory or self-regulatory authority, agency or other entity.

      Section 1.49   Representatives.  "Representatives" shall mean a
 Person's affiliates, directors, officers, employees and advisors, including
 without limitation, attorneys, accountants, bankers and consultants.

      Section 1.50   Rochester Hills Facility.  "Rochester Hills Facility"
 shall mean that certain office premises at 811 South Boulevard East, Suite
 220, Rochester Hills, Michigan, currently occupied by Seller pursuant to the
 Rochester Hills Lease.

      Section 1.51   Rochester Hills Lease.  "Rochester Hills Lease" shall
 mean that certain office lease for 811 South Boulevard East, Suite 220,
 Rochester Hills, Michigan, dated June 1, 2004.

      Section 1.52   Seller.  "Seller" shall mean SER Solutions, Inc., and
 its corporate parent SER Systems, Inc., both Virginia corporations.

      Section 1.53   Seller's Consents.  "Seller's Consents" shall mean all
 consents, approvals, certificates and authorizations required to be obtained
 by Seller in connection with the transactions contemplated herein that are
 specifically identified on Schedule 3.3 attached hereto.

      Section 1.54   Tax or Taxes.  "Tax" or "Taxes" shall mean any federal,
 state, county, local or foreign taxes, charges, levies, imposts, duties,
 other assessments or similar charges of any kind whatsoever, including
 interest, penalties and additions imposed thereon or with respect thereto,
 arising from or relating to the IDM Business.

      Section 1.55   Tax Return.  "Tax Return" shall mean any report, return,
 document, schedule or other information supplied or required to be supplied
 to a taxing authority with respect to Taxes, including any return of an
 affiliated, combined or unitary group.

      Section 1.56   Transition Services Agreement.  "Transition Services
 Agreement" shall mean that certain Transition Services Agreement in the form
 attached hereto as Exhibit 1.56.

      Section 1.57   Working Capital Calculation.  "Working Capital
 Calculation" shall mean the amount calculated by subtracting the Accounts
 Payable, deferred revenue, accrued expenses and liabilities included in
 the Assumed Liabilities from the sum of the Accounts (net of appropriate
 reserves), and Inventory (net of appropriate reserves) of Seller included
 in the Assets.

                               ARTICLE II
                            PURCHASE AND SALE

      Section 2.1    Purchase and Sale; Assignment and Assumption.

      (a)  Seller hereby agrees that at the Closing, and upon all of the
 terms and subject to all of the conditions of this Agreement, it shall sell,
 convey, transfer and deliver to Buyer the Assets, free and clear of all
 liens, claims, mortgages or encumbrances except for Permitted Liens, and
 Buyer hereby agrees that at the Closing, and upon all of the terms and
 subject to all of the conditions of this Agreement, it shall purchase the
 Assets, free and clear of all liens, claims, mortgages or encumbrances
 except for Permitted Liens.

      (b)  Seller hereby agrees that at the Closing, and upon all of the
 terms and subject to all of the conditions of this Agreement, it shall
 assign to Buyer the Assumed Liabilities and the Rochester Hills Lease, and
 Buyer hereby agrees that at the Closing, and upon all of the terms and
 subject to all of the conditions of this Agreement, it shall assume from
 Seller the Assumed Liabilities and the Rochester Hills Lease.

      Section 2.2    Payment of the Initial Purchase Price; Deliveries at
 Closing.

      (a)  In consideration of Seller's sale, transfer, assignment,
 conveyance and delivery of the Assets and the assignment of the Assumed
 Liabilities and the Rochester Hills Lease, Buyer shall, at Closing, pay to
 Seller by wire transfer of immediately available funds an amount equal to
 the Initial Purchase Price.  In addition, at Closing, Buyer shall deliver or
 cause to be delivered to Seller the following items, each (where applicable)
 properly executed and dated as of the Closing Date by Buyer and, if not
 attached as an exhibit to this Agreement, in form and substance satisfactory
 to Seller:

           (i)  the Assignment and Assumption Agreement;

           (ii) the Assignment of Lease Agreement;

           (iii) the Brainware Engine License,

           (iv) the Buyer's Consents; and

           (v)  a certificate of the Secretary of Buyer as to such factual
                matters as may be reasonably requested by Seller.

      (b)  At Closing, Seller shall deliver or cause to be delivered to Buyer
 the following items, each properly executed and dated as of the Closing Date
 by all parties thereto (other than Buyer) and, if not attached as an exhibit
 to this Agreement, in form and substance reasonably satisfactory to Buyer:

           (i)  the Bill of Sale;

           (ii) the Assignment and Assumption Agreement;

           (iii) the Assignment of Lease Agreement;

           (iv) Brainware Engine License,

           (v)  Transition Services Agreement;

           (vi) the Seller's Consents;

           (vii)  the Opinion of Seller's Counsel; and

           (viii) a certificate of the Secretary of Seller as to such
                  factual matters as may be reasonably requested by Buyer.

      Section 2.3    Working Capital Calculation; Settlement of Final
 Purchase Price.

      (a)  On the date hereof, Seller shall provide to Buyer the Initial
 Working Capital Calculation.  Within 30 days after the Closing Date,
 Seller shall prepare and deliver to Buyer a draft Final Working Capital
 Calculation, which shall be prepared (i)  in accordance with the Accounting
 Principles, and (ii) in a manner consistent with the Initial Working Capital
 Calculation.

      (b)  If Buyer has no objections to the draft Final Working Capital
 Calculation, such draft shall constitute the Final Working Capital
 Calculation.  If Buyer has any objections to the draft Final Working Capital
 Calculation, it will deliver a detailed statement describing its objections
 to Seller within 10 days after receiving the draft Final Working Capital
 Calculation.  Buyer and Seller will use their reasonable best efforts to
 resolve any such objections.  If a final resolution is not obtained within
 10 days after Seller has received the statement of objections, Buyer and
 Seller will select a nationally recognized independent accounting firm
 mutually acceptable to them to resolve any remaining objections.  If Buyer
 and Seller are unable to agree on the choice of an accounting firm, they
 will select a nationally recognized independent U.S. accounting firm by lot
 (after excluding KPMG LLP and Deloitte & Touche LLP ).

      (c)  Buyer and Seller will each submit to the selected accounting firm
 a written statement setting forth such party's proposed aggregate resolution
 of the unresolved objections and any supporting data and analysis.  The
 selected accounting firm will evaluate the Buyer's and Seller's proposed
 aggregate resolutions of the objections and shall issue its resolution
 within 30 days.  Seller will revise the draft Final Working Capital
 Calculation as appropriate to reflect the resolution of Buyer's objections
 (as agreed upon by Buyer and Seller or as determined by such selected
 accounting firm) and deliver it to Buyer within 10 days after the resolution
 of such objections.  Such revised statement shall constitute the Final
 Working Capital Calculation.

      (d)  To the extent that the Final Working Capital Calculation shows
 that the Final Working Capital is more than $25,000 less than the Initial
 Working Capital, such difference shall be paid to Buyer in immediately
 available funds by Seller within five Business Days of Seller's delivery
 of such Final Working Capital Calculation.  To the extent that the Final
 Working Capital Calculation shows that the Final Working Capital is more
 than $25,000 greater than the Initial Working Capital, Buyer shall pay such
 excess to Seller in immediately available funds within two Business Days of
 Seller's delivery of such Final Working Capital Calculation.  All payments
 made pursuant to this Section 2.3 (d) shall be accompanied by accrued
 interest thereon from the Closing Date at the prevailing prime rate as
 announced by the Wall Street Journal (Eastern Edition), from time to time.

      (e)  If any unresolved objections are submitted to an accounting firm
 for resolution as provided above, the party whose proposed resolution is not
 selected by the accounting firm shall pay the fees and expenses of such
 accounting firm.

      (f)  Seller will make the work papers used in preparing the draft
 Final Working Capital Calculation and the Final Working Capital Calculation
 available to Buyer at reasonable times and upon reasonable notice at any
 time following delivery by Seller of the draft Final Working Capital
 Calculation and during the resolution of any objections with respect
 thereto.


                               ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller represents and warrants to Buyer as follows:

      Section 3.1    Organization Seller.  Seller is a corporation duly
 incorporated, validly existing and in good standing under the laws of the
 Commonwealth of Virginia.  Seller has full corporate power to carry on the
 IDM Business as it is now being conducted and to own, operate and hold under
 lease the assets and properties that comprise the IDM Business in the places
 where such properties and assets now are owned, operated or held.

      Section 3.2    Authorization; Enforceability.

      The execution, delivery and performance by Seller of this Agreement and
 of all of the documents and instruments contemplated hereby to which Seller
 is a party are within the corporate power of Seller and have been duly
 authorized by all corporate action of Seller.  This Agreement is, and the
 other documents and instruments required hereby to which Seller is a party
 will be, when executed and delivered by the parties thereto, the valid and
 binding obligations of Seller, enforceable against Seller in accordance with
 their respective terms, except as the enforceability thereof may be limited
 or otherwise affected by bankruptcy, insolvency, fraudulent transfer,
 reorganization, moratorium and similar laws of general applicability
 relating to or affecting creditors' rights or by general equity principles,
 and except as rights to indemnification and contribution may be limited by
 applicable law or public policy.

      Section 3.3    No Violation or Conflict by Seller.  The execution,
 delivery and performance of this Agreement at the Closing, and the other
 documents and instruments required hereby to which Seller is a party, by
 Seller will not conflict with or violate any Law, judgment, order or decree
 binding on Seller or the articles of incorporation or bylaws of Seller.
 No notice to, filing or registration with, or authorization, consent or
 approval of, any Governmental Authority is necessary or is required to be
 made or obtained by Seller in connection with the execution and delivery of
 this Agreement, and the other documents and instruments required hereby to
 which Seller is a party, by Seller or the consummation by Seller of the
 transactions contemplated hereby.  Except as set forth in Schedule 3.3
 attached hereto, the execution, delivery and performance of this Agreement,
 and the other documents and instruments required hereby to which Seller
 is a party, will not constitute a violation or breach of any contract
 or agreement to which Seller is a party or by which Seller is bound,
 or require the consent or approval of any party to any such contract
 or agreement or give any party to any such contract or agreement a right
 of termination, cancellation, acceleration or modification thereunder.

      Section 3.4    Financial Statements.  Seller has delivered to Buyer an
 unaudited statement of income and balance sheet with respect to the IDM
 Business for the eleven month period ended November 30, 2004 (the "Financial
 Statement"), which Financial Statement was prepared in accordance with
 Generally Accepted Accounting Principles, with the specific exceptions
 set forth on Schedule 3.4, and was prepared in accordance with the
 notes provided in Schedule 3.4.  Such Financial Statement accurately
 presents in all material respects the financial condition of the IDM
 Business and has been prepared from and is in accordance in all material
 respects with the accounting records of Seller.

      Section 3.5    Title to and Sufficiency of Assets.  Seller owns
 good and valid title to all of the Assets, free and clear of any and all
 mortgages, liens, encumbrances, charges, claims, restrictions, pledges,
 security interests or impositions except for the liens described on
 Schedule 3.5 attached hereto, and the Permitted Liens, and, upon Buyer's
 payment of the Initial Purchase Price at Closing, good and valid title
 to the Assets, free and clear of all mortgages, liens, encumbrances,
 charges, claims, restrictions, pledges, security interests or impositions,
 except for the Permitted Liens, will pass to Buyer.  The Assets,
 Contracts and Rochester Hills Lease include all tangible and intangible
 assets, contracts and rights (other than Corporate Assets) necessary
 for the operation by Buyer after the Effective Time of the Closing
 of the IDM Business conducted by Seller prior to the Effective Time
 of the Closing in accordance with Seller's current practice.  The Assets,
 Contracts and Rochester Hills Lease do not include any equity or debt
 securities of or interest in, or any right or obligation to acquire any
 equity or debt securities of or interest in, any corporation, partnership,
 limited liability company, business trust, joint venture or other business
 association.

      Section 3.6    No Litigation.  Except as set forth in Schedule
 3.6 attached hereto, there is no litigation, arbitration proceeding,
 governmental investigation, citation or action of any kind pending
 or, to the Knowledge of Seller, proposed or threatened (a) relating
 to the IDM Business or the Assets, Contracts or Rochester Hills Lease,
 or (b) that seeks restraint, prohibition, damages or other relief in
 connection with this Agreement or the consummation of the transactions
 contemplated hereby.

      Section 3.7    Inventory.  The Inventory is useable or saleable in the
 ordinary course of the IDM Business as currently conducted, subject to the
 reserves and accruals established with respect thereto on the books of
 Seller maintained in connection with the IDM Business division, and such
 reserves and accruals have been determined in a manner consistent with
 generally accepted accounting principles and the past practices of Seller,
 subject to the Accounting Principles.

      Section 3.8    Contracts.  Seller has made available to Buyer true
 and complete copies of all Contracts (a) involving the sale of software or
 maintenance for products sold and supported by Seller in the IDM Business
 (the "IDM Contracts"); (b) third-party distribution agreements; and
 (c) partner agreements.  Except as set forth in Schedule 3.8 hereto,
 each IDM Contract is in full force and effect and, to the Knowledge
 of Seller, is enforceable in accordance with its terms (except as the
 enforcement thereof may be limited or otherwise affected by bankruptcy,
 insolvency, reorganization, moratorium or other laws generally affecting
 the rights of creditors and subject to general equity principles
 (whether considered at law or in equity)).  Seller has performed each
 material term, covenant and condition of each of the IDM Contracts that
 is required to be performed by it at or before the date hereof.  Except
 as set forth in Schedule 3.8 hereto or as would not have an Material
 Adverse Effect, no event has occurred that would, with the passage
 of time or compliance with any applicable notice requirements, constitute
 a breach or default by Seller or, to the Knowledge of Seller, any other
 Person under any of the IDM Contracts, and, to the Knowledge of Seller,
 no party to any of the IDM Contracts intends to cancel, terminate or
 exercise any option under any of the IDM Contracts.

      Section 3.9    Accounts.  The Accounts: (a) all have arisen from bona
 fide transactions in the ordinary course of business and (b) are expected to
 be collectible in accordance with normal trade practice, subject to reserves
 established for uncollectible accounts by Seller.  Except as set forth in
 Schedule 3.9 attached hereto, there are no pending or, to the Knowledge
 of Seller, threatened disputes or claims between Seller and any Account
 obligor outside of the ordinary course of business and relating to any
 Account or the security documents or collateral related thereto.

      Section 3.10   Condition of Equipment.  The Equipment, taken as a
 whole, is in good operating condition and repair for equipment of like type
 and age, subject to ordinary wear and tear, and is substantially fit for the
 purposes for which it currently is being utilized.

      Section 3.11   Compliance with Law.   The conduct of the IDM Business
 and the use of its Assets and performance by Seller under the Contracts does
 not violate or conflict with any Law.  All Permits required by Seller to
 conduct the IDM Business have been obtained, are in full force and effect
 and are being complied with in all material respects.  Except as set
 forth in Schedule 11 attached hereto, consummation of the transactions
 contemplated by this Agreement will not, with respect to any material
 Permit, require the consent or approval of, or any filing with, any
 Governmental Authority.

      Section 3.12   Taxes.  Seller has filed all required Tax Returns
 relating to the IDM Business, the Assets, the Contracts and the Rochester
 Hills Lease.  There are no unpaid and unaccrued (on the balance sheet as of
 September 30, 2004) Taxes due and payable, the nonpayment of which could
 materially and adversely affect the IDM Business any of the Assets or the
 use thereof by Buyer, the Rochester Hills Lease, or the Contracts.  No
 Tax authority has asserted any claim for the assessment of any such Tax
 liability.  Seller is not a foreign person for purposes of Section 1445 of
 the Code.  None of the Assets is subject to a "safe harbor lease" under
 former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended
 before the Tax Reform Act of 1984.

      Section 3.13   Employment Agreements and Benefits.  Schedule 3.13
 attached hereto is a true and complete list of all agreements relating
 to the employment, compensation and other benefits of Persons who are
 currently IDM Employees including, without limitation, collective bargaining
 agreements and pension, retirement, bonus, profit sharing, health,
 disability, life insurance, hospitalization, education or other similar
 plans or arrangements (whether or not subject to ERISA), true copies of
 which have been delivered by Seller to Buyer.  None of the agreements
 listed on Schedule 3.13 will be breached by Seller's execution, delivery
 and performance of this Agreement. Except as set forth in Schedule 3.13,
 (a) no such agreements require Buyer to assume any employment, compensation,
 fringe benefit, pension, profit sharing or deferred compensation agreement
 or plan in respect of any IDM Employee; and (b) Seller does not and has not
 contributed to or maintained a "multiemployer plan" (as defined in ERISA
 Section 3(37)).

      Section 3.14   Intangibles.

      (a)  (i) Schedule 3.14 contains a complete and accurate list of
 all registered and unregistered copyrights in both published works and
 unpublished works owned by Seller and used in the IDM Business
 (collectively, "Copyrights");

           (ii) to the Knowledge of Seller, all of the registered Copyrights
 are currently in compliance with formal applicable Laws, are valid and
 enforceable, and are not subject to any maintenance fees or taxes or actions
 falling due within ninety (90) days after the date of Closing;

           (iii) to the Knowledge of Seller, no Copyright is infringed or
 has been challenged or threatened in any way; none of the subject matter of
 any of the Copyrights infringes or is alleged to infringe any copyright of
 any third party; and

           (iv) to the Knowledge of Seller, all works encompassed by the
 Copyrights have been marked with the proper copyright notice.

      (b)  Seller owns the entire right, title and interest in and to the
 owned General Intangibles, and is a party to valid and subsisting licenses
 that are included among the Contracts with respect to the licensed
 Intangibles, subject only to the Permitted Liens.

      (c)  To the Knowledge of Seller:

           (i)  there are no claims, demands or proceedings instituted,
 pending or threatened by any third party pertaining to or challenging
 Seller's rights to use any of the Intangibles;

           (ii) there is no trademark, trade name, patent or copyright owned
 by a third party (other than the Seller) that Seller is using in the conduct
 of the IDM Business without a license to do so;

           (iii)     no third party is infringing upon any Intangibles owned
 by, or exclusively licensed to, Seller in the conduct of the IDM Business;
 and

           (iv) except as set forth in Schedule 3.14, the computer software
 components of the General Intangibles do not contain any "open source"
 code (as defined by the Open Source Initiative) or "free" code (as defined
 by the Free Software Foundation)(collectively, "Open Source Code") or
 operate in such a way that it is compiled with or linked to Open Source
 Code.

      Section 3.15   Fees and Expenses of Brokers and Others.  Seller is not
 committed to any liability for any brokers' or finders' fees or any similar
 fees in connection with the transactions contemplated by this Agreement, and
 has not retained any broker or agent to act on its behalf in connection with
 the transactions contemplated by this Agreement, except that Seller has
 engaged Needham and Company to represent Seller in connection with such
 transactions, and Seller shall pay all fees and expenses in connection with
 such engagement.

      Section 3.16   No Material Adverse Change.  Except as set forth
 in Schedule 3.16 attached hereto, since the date of September 30, 2004,
 Seller has carried on the IDM Business in the ordinary course and
 substantially in the same manner as heretofore carried on and there
 has not been (a) any change or development with respect to the IDM
 Business constituting a Material Adverse Effect; (b) any loss, damage,
 condemnation or destruction to the Assets or properties of the IDM Business,
 whether or not insured against, constituting a Material Adverse Effect;
 (c) any mortgage, pledge, lien or encumbrance made on any of the Assets,
 except for Permitted Liens; or (d) any sale, transfer or other disposition
 of assets or properties of the type included in the Assets other than in the
 ordinary course of business.

      Section 3.17   Environmental Conditions.  Seller is not in violation of
 any applicable statute, law or regulation relating to the environment or
 occupational health and safety, and no material expenditures are or will
 be required in order to comply with any such existing statute, law or
 regulation.  No Hazardous Materials (as defined below) are used or have been
 used, stored, or disposed of by Seller or, to the Knowledge of Seller, by
 any other person or entity on any property owned, leased or used by the IDM
 Business.  For the purposes of the preceding sentence, "Hazardous Materials"
 shall mean (a) materials which are listed or otherwise defined as
 "hazardous" or "toxic" under any applicable local, state, federal and/or
 foreign laws and regulations that govern the existence and/or remedy of
 contamination on property, the protection of the environment from
 contamination, the control of hazardous wastes, or other activities
 involving hazardous substances, including building materials or
 (b) any petroleum products or nuclear materials.

      Section 3.18   Lease.  The Rochester Hills Lease is valid, binding and
 enforceable against Seller in accordance with its terms.  Seller has not
 sent or received any notice of default thereunder and to the Knowledge of
 Seller no event or condition exists which constitutes, or after notice or
 lapse of time or both would constitute, a material default thereunder.
 The leasehold interests under the Leases are subject to no lien or other
 encumbrance created by Seller other than Permitted Liens.

      Section 3.19   Disclosure.  No representation or warranty made by
 Seller in this Agreement or in any Schedule to this Agreement contains any
 untrue statement of a material fact or omits to or otherwise fails to state
 a material fact required to be stated therein or necessary to make the
 statements contained therein not misleading.  Seller has made available to
 Buyer all material documents and records concerning Seller's ownership of
 the Assets, and the Seller has no Knowledge of any material fact relating
 to the IDM Business which may have a Material Adverse Effect on the same
 and which has not been disclosed to the Buyer.

      Section 3.20   No Knowledge of Breach.    Seller has no Knowledge that
 Buyer has breached any of the representations and warranties made by Buyer
 in this Agreement.


                               ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer hereby represents and warrants to Seller that:

      Section 4.1    Organization of Buyer.  Buyer is a corporation duly
 incorporated, validly existing and in good standing under the laws of the
 State of Delaware and has full corporate power to enter into this Agreement
 and to perform its obligations hereunder.

      Section 4.2    Authorization; Enforceability.

      The execution, delivery and performance by Buyer of this Agreement and
 of all of the documents and instruments contemplated hereby to which Buyer
 is a party are within the corporate power of Buyer and have been duly
 authorized by Buyer's Board of Directors and shareholders (if required) and
 all other necessary corporate action of Buyer.  This Agreement is, and the
 other documents and instruments required hereby to which Buyer is a party
 will be, when executed and delivered by the parties thereto, the valid and
 binding obligations of Buyer, enforceable against Buyer in accordance with
 their respective terms, except as the enforceability thereof may be limited
 or otherwise affected by bankruptcy, insolvency, fraudulent transfer,
 reorganization, moratorium and similar laws of general applicability
 relating to or affecting creditors' rights or by general equity principles,
 and except as rights to indemnification and contribution may be limited by
 applicable law or public policy.

      Section 4.3    No Violation or Conflict by Buyer.  The execution,
 delivery and performance of this Agreement, and the other documents and
 instruments required hereby to which Buyer is a party, by Buyer do not
 and will not conflict with or violate any Law, judgment, order or decree
 binding on Buyer or the charter or bylaws of Buyer.  No notice to, filing
 or registration with, or authorization, consent or approval of, any
 Governmental Authority is necessary or is required to be made or obtained by
 Buyer in connection with the execution and delivery of this Agreement, and
 the other documents and instruments required hereby to which Buyer is a
 party, by Buyer or the consummation by Buyer of the transactions
 contemplated hereby.  The execution, delivery and performance of this
 Agreement, and the other documents and instruments required hereby to which
 Buyer is a party, do not and will not constitute a violation or breach of
 any contract or agreement to which Buyer is a party or by which Buyer is
 bound, or require the consent or approval of any party to any such contract
 or agreement or give any party to any such contract or agreement a right of
 termination, cancellation, acceleration or modification thereunder.

      Section 4.4    No Litigation.  There is no litigation, arbitration
 proceeding, governmental investigation, citation or action of any kind
 pending, or, to the Knowledge of Buyer, proposed or threatened, that seeks
 restraint, prohibition, damages or other relief in connection with this
 Agreement or the consummation of the transactions contemplated hereby.

      Section 4.5    Fees and Expenses of Brokers and Others.  Buyer is not
 committed to any liability for any brokers' or finders' fees or any similar
 fees in connection with the transactions contemplated by this Agreement, and
 has not retained any broker or agent to act on its behalf in connection with
 the transactions contemplated by this Agreement.

      Section 4.6    Availability of Consideration.  Buyer currently
 maintains immediately available funds required to pay the Initial Purchase
 Price to Seller at Closing.

      Section 4.7    No Knowledge of Breach.    Buyer has no Knowledge that
 Seller has breached any of the representations and warranties made by Seller
 in this Agreement.


                                  ARTICLE V
                     CERTAIN MATTERS PENDING THE CLOSING

      Seller and Buyer covenant and agree that from and after the date of
 this Agreement and until the Closing Date as follows:

      Section 5.1    Carry on in Regular Course.  Except as specifically
 contemplated by this Agreement, or as set forth on Schedule 5.1 source
 not found. attached hereto, Seller shall carry on the IDM Business in
 the ordinary course and substantially in the same manner as heretofore
 carried on and to use its Commercially Reasonable Efforts to preserve the
 assets, properties, business and relationships with suppliers and customers
 of the IDM Business.  Seller shall:  (a) advise Buyer promptly in writing
 of any change in the financial position, results of operations, assets or
 liabilities of the IDM Business constituting a Material Adverse Effect of
 which it becomes aware; (b) deliver to Buyer on the Closing Date a list of
 all material acquisitions or dispositions of Assets between the date of the
 Initial Working Capital Calculation, and the Closing Date; and (c) give
 Buyer prior written notice of any material acquisitions or dispositions of
 Assets after the date of the Initial Working Capital Calculation of which it
 becomes aware.  Seller shall not dividend, distribute or transfer any Assets
 to any Affiliate of Seller, except for dividends, distributions or transfers
 of current assets, current liabilities, Excluded Assets or liabilities other
 than the Assumed Liabilities.

      Section 5.2    Compensation.  Without the prior written consent of
 Buyer or as otherwise expressly contemplated in this Agreement, Seller shall
 not, except in the ordinary course of business grant any increases in the
 rate of pay of any IDM Employees.

      Section 5.3    Compliance with Law.  Seller shall materially comply
 with all applicable Laws, and with all orders of any court or of any
 federal, state, municipal or other Governmental Authority binding upon
 Seller and relating to the IDM Business (except for any such orders that
 are being contested by Seller in good faith by appropriate proceedings).

      Section 5.4    Cooperation; Conditions to Closing.  Buyer and Seller
 shall use their Commercially Reasonable Efforts and shall cooperate in all
 reasonable respects in connection with the giving of any notices to any
 Governmental Authority or securing the permission, approval, determination,
 consent or waiver of any Governmental Authority required by Law in
 connection with the transactions contemplated herein.  Buyer and Seller
 shall also use their Commercially Reasonable Efforts to cause the conditions
 precedent to one another's obligations to be performed at Closing, as set
 forth in Article VI and Article VII, to be satisfied.  Neither Buyer
 nor Seller shall knowingly take any action that would constitute a
 misrepresentation or breach of any warranty contained in Articles III
 and IV hereof.  Each party hereto shall promptly notify the other of any
 event or condition that would constitute a misrepresentation or breach of
 warranty hereunder.  Seller shall provide Buyer with reasonable access
 during business hours to the Assets and the personnel of the IDM Business
 in a manner that is not disruptive to Seller's business operations.

      Section 5.5    Publicity.  All general notices, releases, statements
 and communications to employees, suppliers, distributors and customers of
 the IDM Business and to the general public and the press relating to the
 transactions contemplated by this Agreement shall be made only at such times
 and in such manner as may be mutually agreed upon by Buyer and Seller.


                               ARTICLE VI
               CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER

      Each and every obligation of Buyer to be performed at the Closing shall
 be subject to the satisfaction prior to or at the Closing, or waiver by
 Buyer, of the following express conditions precedent:

      Section 6.1    Compliance with Agreement.  Seller shall have performed
 and complied with all of its obligations under this Agreement, which are to
 be performed or complied with by it prior to or at the Closing.

      Section 6.2    Proceedings and Instruments Satisfactory.  All
 proceedings, corporate or other, to be taken by Seller in connection with
 the transactions contemplated by this Agreement, and all documents incident
 thereto, shall be reasonably satisfactory in form and substance to Buyer,
 and Seller shall have made available to Buyer for examination the originals
 or true and correct copies of all documents that Buyer may reasonably
 request in connection with the transactions contemplated by this Agreement.

      Section 6.3    No Litigation.  No investigation, suit, action or other
 proceeding shall be pending before any court or Governmental Authority that
 seeks restraint, prohibition, damages or other relief in connection with
 this Agreement or the consummation of the transactions contemplated hereby.

      Section 6.4    Representations and Warranties.

      (a)  All of Seller's representations and warranties in this Agreement
 (considered collectively), and each of these representations and warranties
 (considered individually), which are not qualified as to materiality or
 Material Adverse Effect, shall have been accurate in all material respects
 as of the date of this Agreement (except to the extent such representations
 and warranties are specifically made as of a particular date, in which case
 such representations and warranties shall be true and correct in all
 material respects as of such date), and shall be accurate in all material
 respects as of the time of the Closing as if then made (except to the extent
 such representations and warranties are specifically made as of a particular
 date, in which case such representations and warranties shall be true and
 correct in all material respects as of such date), taking into account any
 and all supplement to the Schedules.

      (b)  Each of the representations and warranties in this Agreement that
 contains an express materiality qualification, shall have been accurate in
 all respects as of the date of this Agreement (except to the extent such
 representations and warranties are specifically made as of a particular
 date, in which case such representations and warranties shall be true and
 correct in all respects as of such date), and shall be accurate in all
 respects as of the time of the Closing as if then made (except to the extent
 such representations and warranties are specifically made as of a particular
 date, in which case such representations and warranties shall be true and
 correct in all respects as of such date), taking into account any and all
 supplement to the Schedules.

      Section 6.5    Seller's Consents.  All of the Seller's Consents shall
 have been obtained.

      Section 6.6    Deliveries at Closing.  Seller shall have delivered to
 Buyer the documents specified in Section 2.2 (b) hereof.


                               ARTICLE VII
              CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

      Each and every obligation of Seller to be performed at the Closing
 shall be subject to the satisfaction prior to or at the Closing, or waiver
 by Seller, of the following express conditions precedent:

      Section 7.1    Compliance with Agreement.  Buyer shall have performed
 and complied with all of its obligations under this Agreement, which are to
 be performed or complied with by it prior to or at the Closing.

      Section 7.2    Proceedings and Instruments Satisfactory.  All
 proceedings, corporate or other, to be taken by Buyer in connection with
 the transactions contemplated by this Agreement, and all documents incident
 thereto, shall be reasonably satisfactory in form and substance to Seller,
 and Buyer shall have made available to Seller for examination the originals
 or true and correct copies of all documents that Seller may reasonably
 request in connection with the transactions contemplated by this Agreement.

      Section 7.3    No Litigation.  No investigation, suit, action or other
 proceeding shall be pending before any court or Governmental Authority that
 seeks restraint, prohibition, damages or other relief in connection with
 this Agreement or the consummation of the transactions contemplated hereby.

      Section 7.4    Representations and Warranties.

      (a)  All of Buyer's representations and warranties in this Agreement
 (considered collectively), and each of these representations and warranties
 (considered individually), which are not qualified as to materiality or
 Material Adverse Effect, shall have been accurate in all material respects
 as of the date of this Agreement (except to the extent such representations
 and warranties are specifically made as of a particular date, in which case
 such representations and warranties shall be true and correct in all
 material respects as of such date), and shall be accurate in all material
 respects as of the time of the Closing as if then made (except to the extent
 such representations and warranties are specifically made as of a particular
 date, in which case such representations and warranties shall be true and
 correct in all material respects as of such date), taking into account any
 and all supplement to the Schedules.

      (b)  Each of the representations and warranties in Section 4.2,
 and each of the representations and warranties in this Agreement that
 contains an express materiality qualification, shall have been accurate
 in all respects as of the date of this Agreement (except to the extent
 such representations and warranties are specifically made as of a
 particular date, in which case such representations and warranties
 shall be true and correct in all respects as of such date), and shall be
 accurate in all respects as of the time of the Closing as if then made
 (except to the extent such representations and warranties are specifically
 made as of a particular date, in which case such representations and
 warranties shall be true and correct in all respects as of such date),
 taking into account any and all supplement to the Schedules.

      Section 7.5    Buyer's Consents.  All of the Buyer's Consents shall
 have been obtained.

      Section 7.6    Deliveries at Closing.  Buyer shall have delivered to
 Seller the documents and instruments specified in Section 2.2 (a) hereof.


                               ARTICLE VIII
                     INDEMNITIES AND ADDITIONAL COVENANTS

      Section 8.1    Seller's Indemnity.

      (a)  Seller hereby agrees to indemnify and hold Buyer harmless from and
 against, and agrees to defend promptly Buyer from and to reimburse Buyer
 for, any and all losses, damages, costs, expenses, liabilities, claims
 and obligations of any kind, including, without limitation, reasonable
 attorneys' fees and other legal costs and expenses (hereinafter referred
 to collectively as "Losses"), that Buyer may at any time suffer or incur,
 or become subject to, as a result of (i) any breach of any of the
 representations and warranties made by Seller in or pursuant to this
 Agreement, and (ii) any failure by Seller to perform any of their covenants
 and obligations set forth in this Agreement; provided, however, that Seller
 shall not be required to indemnify Buyer pursuant to Section 8.1(a) hereof
 in respect of the representations and warranties made by Seller unless such
 right to indemnification is asserted by Buyer (whether or not such Losses
 have actually been incurred) by written notice to Seller within the
 following time periods:

      (y)  with respect to the representations and warranties set forth
           in Sections 3.12 and 3.17 hereof, insofar as they relate to
           compliance with Tax Laws or environmental conditions, within
           the applicable statute of limitations with respect to the
           underlying Law that forms the basis of such claim (including
           all extensions thereof agreed to with Tax authorities); and

      (z)  with respect to all other representations and warranties set
           forth in Article III hereof, within eighteen months after the
           Closing Date.

 Notwithstanding the foregoing, Seller shall not be required to indemnify
 Buyer pursuant to Section 8.1(a) in respect of the representations and
 warranties made by Seller unless and until the amount of all Losses for
 which indemnification is sought hereunder first exceeds $250,000, in which
 event all Losses in excess of $250,000 shall be subject to indemnification.
 The aggregate obligation of Seller pursuant to Section 8.1(a) shall in no
 event exceed an amount equal to 25% of the Initial Purchase Price.

      (b)  The amounts for which Seller shall be liable under Section 8.1(a)
 hereof shall be net of (i) any insurance proceeds received by Buyer in
 connection with the facts and circumstances giving rise to the right of
 indemnification, and (ii) any federal or state income tax benefit realized
 or the then present value of any such benefit reasonably expected to be
 realized by Buyer as a result of facts and circumstances giving rise to
 such indemnification.

      (c)  In the event a claim against Buyer arises that is covered by the
 indemnity provisions of Section 8.1(a) of this Agreement, notice shall be
 promptly given by Buyer to Seller.  Seller shall have the right to contest
 and defend by all appropriate legal proceedings relating to such claim and
 to control all settlements (unless Buyer agrees to assume the cost of
 settlement and to forgo such indemnity) and to select lead counsel to defend
 any and all such claims at the sole cost and expense of Seller; provided,
 however, that no compromise or settlement of such claims may be effected
 by Seller without the Buyer's consent unless (i) there is no finding or
 admission of any violation of Law, and (ii) the sole remedy provided is
 monetary damages that are paid in full by Seller.  Buyer may select counsel
 to participate in any defense, in which event Buyer's counsel shall be at
 the sole cost and expense of Buyer.  In connection with any such claim,
 action or proceeding, the parties shall cooperate with each other and
 provide each other with access to relevant books and records in their
 possession.

      (d)  Except as set forth in Section 8.8, this Section 8.1 shall
 be the sole remedy of Buyer against Seller after Closing for any claim
 arising in connection with the transactions contemplated herein.  Seller's
 representations and warranties made herein shall survive the Closing, but
 only to the extent and for such time as is necessary to enable Buyer to
 enforce its rights to indemnification under this Section.

      Section 8.2    Buyer's Indemnity.

      (a)  Buyer hereby agrees to indemnify and hold Seller harmless from and
 against, and agrees to defend promptly Seller from and to reimburse Seller
 for, any and all Losses that Seller may at any time suffer or incur, or
 become subject to, as a result of (i) any breach or inaccuracy of any of
 the representations and warranties made by Buyer in or pursuant to this
 Agreement, (ii) any failure by Buyer to perform any of its covenants and
 obligations set forth in this Agreement (including, without limitation,
 satisfaction of the Rochester Hills Lease and the Assumed Liabilities);
 provided, however, that Buyer shall not be required to indemnify Seller
 pursuant to Section 8.2(a) hereof in respect of the representations and
 warranties made by Buyer unless such right is asserted (whether or not
 such Losses have actually been incurred) by written notice to Buyer within
 eighteen months after the Closing Date; and (iii) any liability arising out
 of Buyer's ownership or operation of the Assets at or after the Effective
 Time of the Closing.  Notwithstanding the foregoing, Buyer shall not be
 required to indemnify Seller pursuant to Section 8.2(a) in respect of the
 representations and warranties made by Buyer unless and until the amount
 of all Losses for which such indemnification is sought hereunder first
 exceeds $250,000, in which event all Losses in excess of $250,000 shall
 be subject to indemnification.  Buyer's aggregate obligation pursuant to
 Section 8.2(a) shall in no event exceed an amount equal to 25% of the
 Initial Purchase Price.

      (b)  The amounts for which Buyer shall be liable under Section 8.2(a)
 hereof shall be net of (i) any insurance proceeds received by Seller in
 connection with the facts giving rise to the right of indemnification,
 and (ii) any federal or state income tax benefit realized or the then
 present value of any such benefit reasonably expected to be realized by
 Seller as a result of facts and circumstances giving rise to such
 indemnification.

      (c)  In the event a claim against Seller arises that is covered by the
 indemnity provisions of Section 8.2(a) of this Agreement, notice shall be
 promptly given by Seller to Buyer.  Buyer shall have the right to contest
 and defend by all appropriate legal proceedings such claim and to control
 all settlements (unless Seller agrees to assume the cost of settlement and
 to forgo such indemnity) and to select lead counsel to defend any and all
 such claims at the sole cost and expense of Buyer; provided, however,
 that no compromise or settlement of such claims may be effected by Buyer
 without Seller's consent unless (i) there is no finding or admission of any
 violation of Law, and (ii) the sole remedy provided is monetary damages that
 are paid in full by Buyer.  Seller may select counsel to participate in any
 defense, in which event such counsel shall be at the sole cost and expense
 of Seller.  In connection with any such claim, action or proceeding, the
 parties shall cooperate with each other and provide each other with access
 to relevant books and records in their possession.

      (d)  Except as provided in Section 8.5 hereof, this Section 8.2 shall
 be the sole remedy of Seller against Buyer after Closing for any claim
 arising in connection with the transactions contemplated herein.  Buyer's
 representations and warranties made herein shall survive the Closing, but
 only to the extent and for such time as is necessary to enable Seller to
 enforce their rights to indemnification under this Section.

      Section 8.3    Bulk Sales Compliance.  Except as otherwise provided
 herein, Buyer hereby waives compliance by Seller with the provisions of the
 bulk sales laws of any state (including any such laws relating to Taxes),
 insofar as any such laws may apply to the transactions contemplated herein.
 Seller hereby covenants and agrees to pay and discharge when due all claims
 of creditors that could be asserted against Buyer by reason of such
 noncompliance.  Seller hereby agrees to indemnify and hold Buyer harmless
 from and against and shall on demand reimburse Buyer for any and all Losses
 suffered by Buyer by reason of Seller's failure to pay and discharge any
 such claims.

      Section 8.4    Additional Instruments; Regulatory Matters.  Subject to
 the terms and conditions herein provided, each of the parties hereto agrees
 to use Commercially Reasonable Efforts to take, or cause to be taken, all
 action, and to do, or cause to be done, all things necessary, proper and
 advisable to consummate and make effective the transactions contemplated by
 this Agreement, including assisting each other in completing all necessary
 governmental and regulatory filings related to the transactions contemplated
 herein.  In case at any time after the Effective Time of the Closing any
 further action is necessary or desirable to carry out the purposes of this
 Agreement, Buyer and Seller shall take all such action.

      At any time and from time to time after the Closing, at either party's
 request and without further consideration, each party hereto shall execute
 and deliver such other instruments of sale, transfer, conveyance, assignment
 and confirmation and take such other action as any other party may
 reasonably deem necessary or desirable in order to more effectively
 transfer, convey and assign to Buyer, and to confirm Buyer's title to and
 interest in, and obligations with respect to, the Assets, the Contracts, the
 Rochester Hills Lease and the Assumed Liabilities, and the consummation of
 the transactions contemplated herein.

      Section 8.5    Employment Matters.  It is the Buyer's intention to make
 written offers of employment to substantially all of the IDM Employees.  It
 is the Seller's intention to assist Buyer in hiring the IDM Employees.
 Accordingly, Seller shall use commercially reasonable best efforts to
 encourage IDM Employees who are given written offers of employment by Buyer
 on terms that are not less than substantially similar to the employees'
 current employment terms  ("Buyer's Offer of Employment") to accept such
 offers from Buyer.  In addition, Seller agrees that for a period of one year
 after the date hereof, Seller will not solicit or hire any IDM Employee that
 received Buyer's Offer of Employment without Buyer's consent, which shall
 not be unreasonably withheld.  Buyer agrees that each Buyer's Offer of
 Employment accepted by an IDM Employee shall include a release of Seller
 with respect to severance payments and other claims arising out of the
 termination of employment by Seller associated with the transaction
 contemplated hereby.

      Section 8.6    Allocation of Purchase Price.  The Initial Purchase
 Price and the Assumed Liabilities (to the extent they constitute part of
 the amount realized by Seller for federal income Tax purposes) shall be
 allocated among the Assets and the Contracts in accordance with Schedule
 8.6 hereto, which the parties shall adjust to reflect any differences
 between the Final Purchase Price and the Initial Purchase Price.  This
 allocation is intended to comply with the allocation method required
 by Section 1060 of the Code.  The parties shall cooperate to comply
 with all requirements of Section 1060 and the regulations thereunder,
 and once the allocation has been adjusted to reflect the Final Purchase
 Price, the allocation shall be adjusted only if and to the extent necessary
 to comply with such requirements.  Buyer and Seller agree that they will not
 take nor will they permit any affiliated person to take, for income Tax
 purposes, any position inconsistent with such allocation; provided, however,
 that (a) Buyer's total cost for the Assets may differ from the total amount
 allocated hereunder to reflect Buyer's transaction costs other than the
 Final Purchase Price and Assumed Liabilities, and (b) the amount realized by
 Seller may differ from the total amount allocated hereunder to reflect
 Seller's transaction costs that reduce the amount realized for income Tax
 purposes.

      Section 8.7    Access to Books and Records.  From and after the
 Closing, Buyer will authorize and permit Seller and its Representatives to
 have access during normal business hours, upon reasonable notice and for
 reasonable purposes and in such manner as will not unreasonably interfere
 with the conduct of Buyer's business, to all books, records, files,
 documents and correspondence included among the Assets that relate to the
 conduct of the IDM Business prior to the Effective Time of the Closing.
 From and after the Closing, Seller will authorize and permit Buyer and its
 Representatives to have access during normal business hours, upon reasonable
 notice and for reasonable purposes and in such manner as will not
 unreasonably interfere with the conduct of Seller's business, to all books,
 records, files, documents and correspondence not included among the Assets
 that relate to the conduct of the IDM Business prior to the Effective Time
 of the Closing.  Buyer and Seller agree to maintain all books and records,
 files, documents and other correspondence related to the IDM Business prior
 to the Effective Time of the Closing in accordance with their respective
 normal document retention practices after the Closing Date.  Buyer shall
 notify Seller if at any time during the six years following the Closing Date
 it intends to destroy any or all of such books, papers or records, and
 Seller shall have the right to review and remove at Seller's expense any
 such books, papers and records.

      Section 8.8    Non-Competition.

      (a)  For a period of two (2) years after the Closing Date, Seller shall
 not, anywhere in the United States, engage in, or own, manage, operate or
 control any Person engaged in or planning to become engaged in, the business
 of selling document management products that compete directly with the IDM
 Business to the customers of the IDM Business as of the Closing Date or to
 any other Person or Persons in any industry (a "Competing Business"),
 provided, however, that Seller may (i) purchase or otherwise acquire up to
 (but not more than) one percent (1%) of any class of the securities of any
 Person (but may not otherwise participate in the activities of such Person)
 if such securities are listed on any national or regional securities
 exchange or have been registered under Section 12(g) of the Exchange
 Act, and (ii) sell products and applications based on the SERbrainware
 technology, including SERdistiller, SERiMail, SERoutlook Access and
 SERglobalBrain (personal edition, enterprise edition, API toolkit), and
 other knowledge management technology products or integrations of products
 and applications with other third-party products to persons who may or may
 not compete with Buyer and who may or may not be present or former customers
 of the IDM Business, and (iii) at the sole discretion of the Seller, sell,
 assign or transfer any of the Excluded Assets to any Person at anytime.

      (b)  If a final judgment of a court or tribunal of competent
 jurisdiction determines that any term or provision contained in Section
 8.8(a) is invalid or unenforceable, then the parties agree that the court
 or tribunal will have the power to reduce the scope, duration or geographic
 area of the term or provision, to delete specific words or phrases or to
 replace any invalid or unenforceable term or provision with a term or
 provision that is valid and enforceable and that comes closest to expressing
 the intention of the invalid or unenforceable term or provision.  This
 Section 8.8 will be enforceable as so modified after the expiration of
 the time within which the judgment may be appealed.

      (c)  Seller agrees that the restrictions set forth in this Section
 8.8 are reasonable in scope, territory and time period and are necessary
 to protect the value of the Assets to be purchased by Seller.

      Section 8.9    Collection of Accounts.  From and after the Closing,
 Seller shall reasonably cooperate with Buyer in connection with Buyer's
 efforts to collect the obligations due under the Accounts as reasonably
 requested by Buyer.  Buyer shall reimburse Seller for Seller's reasonable
 out-of-pocket expenses incurred in providing the requested cooperation under
 this Section 8.9.

      Section 8.10   Confidentiality.

      (a)  As used in this Agreement, the term "Confidential Information"
 includes any and all of the following information of Seller or Buyer that
 has been or may hereafter be disclosed in any form, whether in writing,
 orally, electronically or otherwise, or otherwise made available by
 observation, inspection or otherwise by either party or its Representatives
 (collectively, a "Disclosing Party") to the other party or its
 Representatives (collectively, a "Receiving Party"):

           (1)  all information that is a trade secret under applicable trade
                secret or other law;

           (2)  all information concerning product specifications, data,
                know-how, formulae, compositions, processes, designs,
                sketches, photographs, graphs, drawings, samples, inventions
                and ideas, past, current and planned research and
                development, current and planned manufacturing or
                distribution methods and processes, customer lists, current
                and anticipated customer requirements, price lists, market
                studies, business plans, computer hardware, software and
                computer software and database technologies, systems,
                structures and architectures;

           (3)  all information concerning the business and affairs of the
                Disclosing Party (which includes historical and current
                financial statements, financial projections and budgets, tax
                returns and accountants' materials, historical, current and
                projected sales, capital spending budgets and plans, business
                plans, strategic plans, marketing and advertising plans,
                publications, client and customer lists and files, contracts,
                the names and backgrounds of key personnel and personnel
                training techniques and materials, however documented), and
                all information obtained from review of the Disclosing
                Party's documents or property or discussions with the
                Disclosing Party regardless of the form of the communication;
                and

           (4)  all notes, analyses, compilations, studies, summaries and
                other material prepared by the Receiving Party to the extent
                containing or based, in whole or in part, upon any
                information included in the foregoing.

 Any trade secrets of a Disclosing Party shall also be entitled to all of the
 protections and benefits under applicable trade secret law and any other
 applicable law.  If any information that a Disclosing Party deems to be a
 trade secret is found by a court of competent jurisdiction not to be a trade
 secret for purposes of this Agreement, such information shall still be
 considered Confidential Information of that Disclosing Party for purposes of
 this Agreement to the extent included within the definition.  In the case of
 trade secrets, each of Buyer and Seller hereby waives any requirement that
 the other party submit proof of the economic value of any trade secret or
 post a bond or other security.

      (b)  Each Receiving Party acknowledges the confidential and proprietary
 nature of the Confidential Information of the Disclosing Party and agrees
 that such Confidential Information (i) shall be kept confidential by the
 Receiving Party; (ii) shall not be used for any reason or purpose other than
 to evaluate and consummate the transactions contemplated by this Agreement;
 and (iii) without limiting the foregoing, shall not be disclosed by the
 Receiving Party to any Person, except in each case as otherwise expressly
 permitted by the terms of this Agreement or with the prior written consent
 of an authorized representative of Seller with respect to Confidential
 Information of Seller (each, a "Seller Contact") or an authorized
 representative of Buyer with respect to Confidential Information of Buyer
 (each, a "Buyer Contact").  Each of Buyer and Seller shall disclose the
 Confidential Information of the other party only to its Representatives
 who require such material for the purpose of evaluating the transactions
 contemplated by this Agreement and are informed by Buyer or Seller, as the
 case may be, of the obligations of this Agreement with respect to such
 information.  Each of Buyer and Seller shall (i) enforce the terms of this
 Agreement as to its respective Representatives; (ii) take such action to the
 extent necessary to cause its Representatives to comply with the terms and
 conditions of this Agreement; and (iii) be responsible and liable for any
 breach of the provisions of this Agreement by it or its Representatives.

      (c)  From and after the Closing, the provisions of this Section 8.10
 shall not apply to or restrict in any manner Buyer's use of any Confidential
 Information of the Seller included in the Assets or relating to the IDM
 Business or the Assumed Liabilities.

      (d)  This Section 8.10 shall not apply to that part of the Confidential
 Information of a Disclosing Party that a Receiving Party demonstrates
 (a) was, is or becomes generally available to the public other than as
 a result of a breach of this Agreement or any other confidentiality or
 non-disclosure agreement among the parties; (b) was or is developed by
 the Receiving Party independently of and without reference to any
 Confidential Information of the Disclosing Party; or (c) was, is or
 becomes available to the Receiving Party on a non-confidential basis
 from a third party not bound by a confidentiality agreement or any legal,
 fiduciary or other obligation restricting disclosure.

      (e)  If a Receiving Party becomes compelled in any legal proceeding or
 is requested by a Governmental Authority having regulatory jurisdiction over
 this Agreement to make any disclosure that is prohibited or otherwise
 constrained by this Agreement, that Receiving Party shall provide the
 Disclosing Party with prompt notice of such compulsion or request so that
 it may seek an appropriate protective order or other appropriate remedy or
 waive compliance with the provisions of this Agreement.  In the absence of
 a protective order or other remedy, the Receiving Party may disclose that
 portion (and only that portion) of the Confidential Information of the
 Disclosing Party that, based upon advice of the Receiving Party's counsel,
 the Receiving Party is legally compelled to disclose or that has been
 requested by such Governmental Authority, provided, however, that the
 Receiving Party shall use reasonable efforts to obtain reliable assurance
 that confidential treatment will be accorded by any Person to whom any
 Confidential Information is so disclosed.

      (f)  If this Agreement is terminated or upon a request made by the
 Disclosing Party, each Receiving Party shall, at the Disclosing Party's sole
 discretion (a) destroy all Confidential Information of the Disclosing Party
 prepared or generated by the Receiving Party without retaining a copy of
 any such material; (b) promptly deliver to the Disclosing Party all other
 Confidential Information of the Disclosing Party, together with all copies
 thereof, in the possession, custody or control of the Receiving Party or,
 alternatively, with the written consent of a Seller Contact or a Buyer
 Contact (whichever represents the Disclosing Party) destroy all such
 Confidential Information; and (c) certify all such destruction in writing to
 the Disclosing Party, provided, however, that the Receiving Party may retain
 a list that contains general descriptions of the information it has returned
 or destroyed to facilitate the resolution of any controversies after the
 Disclosing Party's Confidential Information is returned.

      Section 8.11   Non-Solicitation; Non-Disparagement.

      (a)  For a period of two years after the Closing Date, Buyer shall
 not, directly or indirectly hire, retain or attempt to hire or retain any
 employee or independent contractor of Seller or in any way interfere with
 the relationship between Buyer and any of its employees or independent
 contractors, in each case other than the IDM Employees. For a period of two
 years after the Closing Date, Seller shall not, directly or indirectly hire,
 retain or attempt to hire or retain any Continuing Employee, or in any way
 interfere with the relationship between Buyer and any Continuing Employee.
 Nothing in this Section 8.11 shall prevent either party from engaging in
 general public solicitations for employees in the ordinary course of
 business.

      (b)  After the Closing Date, neither party will disparage the other
 party or any of its respective shareholders, directors, officers, employees
 or agents.

                                 ARTICLE IX
                                 TERMINATION

      Section 9.1    Termination.  Time is of the essence of this Agreement.
 This Agreement may be terminated and the transactions contemplated hereby
 may be abandoned as follows:

      (a)  at any time prior to the Closing Date by mutual written agreement
 of Seller and Buyer;

      (b)  by Buyer on the Closing Date if any of the conditions set forth
 in Article VI of this Agreement shall not have been fulfilled by the Closing
 Date;

      (c)  by Seller on the Closing Date if any of the conditions set forth
 in Article VII of this Agreement shall not have been fulfilled by the
 Closing Date; or

      (d)  by Seller or Buyer at any time after [December 31, 2004] if, by
 the date of such termination and despite substantial adherence to the terms
 of this Agreement by such party, the Closing has not occurred.

      Section 9.2    Rights on Termination; Waiver.

      (a)  If this Agreement is terminated pursuant to Section 9.1, all
 further obligations of the parties under or pursuant to this Agreement shall
 terminate without further liability of either party to the other (except any
 liability of any party then in breach of its obligations hereunder, as to
 which the party not in breach shall retain all of its rights and remedies
 under applicable Law), except for the provisions contained in Sections 8.10
 and 8.11 hereof, which shall survive such termination in accordance with
 their respective terms.

      (b)  If any of the conditions set forth in Article VI of this Agreement
 have not been satisfied, Buyer may nevertheless elect to waive such
 conditions and proceed with the consummation of the transactions
 contemplated hereby.  If any of the conditions set forth in Article VII
 of this Agreement have not been satisfied, Seller may nevertheless elect
 to waive such conditions and proceed with the consummation of the
 transactions contemplated hereby.


                                  ARTICLE X
                                MISCELLANEOUS

      Section 10.1   Transfer Taxes and Fees.  Seller shall pay all Taxes
 charged to Sellers, grantors, transferors or assignors under applicable Law.
 Buyer shall pay all other transfer, sales or recording Taxes and other
 filing fees arising under applicable Law in connection with the transactions
 contemplated hereunder.

      Section 10.2   Entire Agreement; Amendment.  This Agreement and the
 documents referred to herein and to be delivered pursuant hereto constitute
 the entire agreement between the parties pertaining to the subject matter
 hereof, and supersede all prior and contemporaneous agreements,
 understandings, negotiations and discussions of the parties, whether oral or
 written, and there are no warranties, representations or other agreements
 between the parties in connection with the subject matter hereof, except
 as specifically set forth herein or therein.  No amendment, supplement,
 modification, waiver or termination of this Agreement shall be binding
 unless executed in writing by the party to be bound thereby.  No waiver of
 any of the provisions of this Agreement shall be deemed or shall constitute
 a waiver of any other provision of this Agreement, whether or not similar,
 nor shall such waiver constitute a continuing waiver unless otherwise
 expressly provided.

      Section 10.3   Expenses.  Except as otherwise specifically provided
 herein, whether or not the transactions contemplated by this Agreement are
 consummated, each of the parties hereto shall pay the fees and expenses of
 their respective counsel, accountants and other experts and the other
 expenses incident to the negotiation and preparation of this Agreement
 and consummation of the transactions contemplated hereby.

      Section 10.4   Governing Law.  (a) This Agreement shall be construed
 and interpreted according to the laws of the State of Delaware, without
 regard to the conflicts of law rules thereof.  Buyer and Seller hereby agree
 that service of  process delivered pursuant to Section 10.6 hereof shall
 suffice as adequate service of process.

      (b)  Notwithstanding any provision set forth in this Agreement to the
 contrary, there is no agreement among the parties to submit disputes under
 this Agreement to arbitration.

      Section 10.5   Assignment.  This Agreement and each party's respective
 rights hereunder may not be assigned at any time except as expressly set
 forth herein and without the prior written consent of the other party.

      Section 10.6   Notices.  All communications, notices and disclosures
 required or permitted by this Agreement shall be in writing and shall be
 deemed to have been given when delivered personally or by messenger or one
 Business Day after having been sent by overnight delivery service, or three
 Business Days after the date when mailed by registered or certified U.S.
 mail, postage prepaid, return receipt requested, or when received via
 telecopy, telex or other electronic transmission, in all cases addressed to
 the person for whom it is intended at his address set forth below or to such
 other address as a party shall have designated by notice in writing to the
 other party in the manner provided by this Section:

      If to Seller:       SER Solutions, Inc.
                          Loudoun Tech Center
                          21680 Ridgetop Circle
                          Dulles, Virginia 20166
                          Attention:  Carl E. Mergele
                          Phone:  703-948-5500
                          Fax:  703-430-7738

      With a copy to:     Hunton & Williams LLP
                          Riverfront Plaza, East Tower
                          951 East Byrd Street
                          Richmond, Virginia 23219-4074
                          Attention:  Randall S. Parks, Esq.
                          Phone: 804-788-8200
                          Fax:  804-788-8218

      If to Buyer:        Jack Henry & Associates, Inc.
                          663 Highway 60
                          Monett, Missouri  65708
                          Attention: Kevin Williams, Chief Financial Officer
                          Phone: 417-235-6652
                          Fax:  417-235-1765

      With a copy to:     Robert Schendel, General Counsel
                          Jack Henry & Associates, Inc.
                          10910 W. 87th Street
                          Lenexa, Kansas  66214
                          Phone:  913-341-3434
                          Fax:  913-495-1111

      Section 10.7   Counterparts; Headings.  This Agreement may be executed
 in several counterparts, each of which shall be deemed an original, but such
 counterparts shall together constitute but one and the same Agreement.  The
 Table of Contents and Article and Section headings in this Agreement are
 inserted for convenience of reference only and shall not constitute a part
 hereof.

      Section 10.8   Interpretation.  Unless the context requires otherwise,
 all words used in this Agreement in the singular number shall extend to and
 include the plural, all words in the plural number shall extend to and
 include the singular and all words in any gender shall extend to and include
 all genders.  All references to contracts, agreements, leases or other
 understandings or arrangements shall refer to oral as well as written
 matters.

      Section 10.9   Severability.  If any provision, clause or part of this
 Agreement, or the application thereof under certain circumstances, is held
 invalid, the remainder of this Agreement, or the application of such
 provision, clause or part under other circumstances, shall not be affected
 thereby.

      Section 10.10  No Reliance.  No third party is entitled to rely on
 any of the representations, warranties and agreements contained in this
 Agreement.  Buyer and Seller assume no liability to any third party because
 of any reliance on the representations, warranties and agreements of Buyer
 or Seller contained in this Agreement.

      Section 10.11  Specific Performance.  Seller and Buyer hereby agree
 that irreparable damage would occur in the event any of the provisions of
 this Agreement were not performed in accordance with the terms hereof and
 that money damages would be an inadequate remedy to compensate for the
 breach of this Agreement.  Accordingly, each party agrees that the other
 shall be entitled to specific performance of the terms hereof, in addition
 to any other remedy at law or equity.

                           [Signature Page Follows]

      IN WITNESS WHEREOF, each party hereto has caused this Asset Purchase
 Agreement to be executed in its name by a duly authorized officer as of the
 day and year first above written.

 SELLER:                       SER SYSTEMS, INC.


                               By:    ____________________________________
                               Name:  ____________________________________
                               Title: ____________________________________


                               SER SOLUTIONS, INC.


                               By:    ____________________________________
                               Name:  ____________________________________
                               Title: ____________________________________


 BUYER:                        JHA SYNERGY, INC.


                               By:    ____________________________________
                               Name:  ____________________________________
                               Title: ____________________________________


 BUYER:                        JACK HENRY & ASSOCIATES, INC.


                               By:    ____________________________________
                               Name:  ____________________________________
                               Title: ____________________________________