Exhibit 10(aa)(i)




                             DEBENTURE PURCHASE AGREEMENT


                                          OF


                              SIRROM CAPITAL CORPORATION


                                         AND


                             COVER-ALL TECHNOLOGIES INC.


          <PAGE>


                             DEBENTURE PURCHASE AGREEMENT


               This DEBENTURE PURCHASE AGREEMENT (the "Agreement") entered
          into the 31st day of March 1997, by and between COVER-ALL
          TECHNOLOGIES INC., a Delaware corporation (the "Company"), and
          SIRROM CAPITAL CORPORATION, a Tennessee corporation (the
          "Purchaser").  The terms which are capitalized herein shall have
          the meanings set forth in Section 10.1 hereof unless the context
          shall otherwise require.


                                 W I T N E S S E T H:

               WHEREAS, the Company desires to obtain additional capital
          for use in connection with its business through the issue and
          sale of certain obligations, and Purchaser is willing to purchase
          such obligations of the Company, on the terms and conditions set
          forth herein.

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

                      ARTICLE I - SALE AND PURCHASE OF DEBENTURES

               Section 1.1  Description of Debentures.
               ---------------------------------------

               The Company has authorized the issue and sale of
          $3,000,000.00 aggregate principal amount of its 12.5% Convertible
          Debentures due March 31, 2002 (the "Debentures"), to be dated the
          date of issue, to bear interest from such date at the rate of
          12.5% per annum, payable quarterly on the first day of each
          January, April, July and October in each year (commencing July 1,
          1997) and at maturity and to bear interest on overdue principal
          (including any overdue required or optional prepayment of
          principal) and premium, if any, and (to the extent legally
          enforceable) on any overdue installment of interest at the rate
          of 15% per annum after maturity, whether by acceleration or
          otherwise, until paid, to be expressed to mature on March 31,
          2002, and to be substantially in the form attached hereto as
          Exhibit A.  Interest on the Debentures shall be computed on the
          ---------
          basis of a 360-day year of twelve 30-day months.  The Debentures
          are not subject to prepayment or redemption at the option of the
          Company prior to their expressed maturity dates except on the
          terms and conditions and in the amounts and with the premium, if
          any, set forth in Section 5.24 of this Agreement.  The term
          "Debentures" as used herein shall include each Debenture
          delivered pursuant to this Agreement.

               Section 1.2  Commitment; Closing Date.
               --------------------------------------

               Subject to the terms and conditions hereof and on the basis
          of the representations and warranties hereinafter set forth, the
          Company agrees to issue and sell to Purchaser, and Purchaser
          agrees to purchase from the Company,  Debentures in the
          aggregated principal amount of $3,000,000.00 at a price of 100%
          of the principal amount thereof.

               Delivery of the Debentures will be made at the offices of
          Sherrard & Roe, PLC, 424 Church Street, Suite 2000, Nashville,
          Tennessee 37219, against payment therefor by federal funds wire
          transfer in immediately available funds and to the accounts and
          in the amounts in accordance with the Company's written wire
          instructions received at least twenty-four (24) hours previously,
          at 10:00 A.M., Nashville time, on March 31, 1997, or such later 
          date (not later than _________________________, 1997) as the
          Company and Purchaser shall agree (the "Closing Date").  The
          Debentures delivered to Purchaser on the Closing Date will be
          delivered to Purchaser in the form of a single registered
          Debenture for the full amount of such purchase (unless different
          denominations are specified by Purchaser), registered in
          Purchaser's name or in the name of such nominee as Purchaser may
          specify and, with appropriate insertions, in the form attached
          hereto as Exhibit A, all as Purchaser may specify at least 24
                    ---------
          hours prior to the date fixed for delivery.

               Section 1.3  Processing Fee.
               ----------------------------

               The Company agrees to pay to Purchaser on or before the
          Closing Date a processing fee in an amount equal to Seventy-five
          Thousand and No/100 Dollars ($75,000).


               ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY

               The Company hereby represents and warrants to Purchaser as
          follows:

               Section 2.1  Corporate Status.
               ------------------------------

                    (a)  The Company is a corporation duly organized,
          validly existing and in good standing under the laws of the State
          of Delaware and has the corporate power to own and operate its
          properties, to carry on its business as now conducted and to
          enter into and to perform its obligations under this Agreement,
          the Debentures and any other document executed or delivered by
          the Company in connection herewith or therewith (collectively,
          the "Operative Documents").  The Company is qualified to do
          business and is in good standing in each state or other
          jurisdiction in which such qualification is necessary under
          applicable provisions of law, except where the failure to be so
          qualified or in good standing would not have a Materially Adverse
          Effect.  The states or other jurisdictions in which the Company
          is so qualified are set forth on Schedule 2.1(a) hereto.
                                           ---------------

                    (b)  Schedule 2.1(b) sets forth a complete list of each
                         ---------------
          corporation, partnership, joint venture, limited liability
          company or other business organization in which the Company owns,
          directly or indirectly, any capital stock or other equity
          interest (the "Subsidiary" or, collectively, the "Subsidiaries"),
          or with respect to which the Company or any Subsidiary, alone or
          in combination with others, is in a control position, which list
          shows the jurisdiction of incorporation or other organization and
          the percentage of stock or other equity interest of each
          Subsidiary owned by the Company.  Each Subsidiary is duly
          organized, validly existing and in good standing under the laws
          of the jurisdiction of incorporation or other organization as
          indicated on Schedule 2.1(b), each has all requisite power and
                       ---------------
          authority and holds all material licenses, permits and other
          required authorizations from government authorities necessary to
          own its properties and assets and to conduct its business as it
          is now being conducted, and is qualified to do business as a
          foreign corporation (or business organization) and is in good
          standing in every jurisdiction in which such qualification is
          necessary under applicable provisions of law, except where the
          failure to be so qualified or in good standing would not have a
          Materially Adverse Effect.  All of the outstanding shares of
          capital stock, or other equity interest, of each Subsidiary
          owned, directly or indirectly, by the Company have been validly
          issued, are fully paid and nonassessable, and are owned by the
          Company free and clear of all liens, charges, security interests
          or encumbrances.  A certified charter for each Subsidiary and
          good standing certificates for each of the states in which each
          Subsidiary is qualified to do business are attached to Schedule
                                                                 --------
          2.1(b).
          -------

                    (c)  Schedule 2.1(c) sets forth a complete list of
                         --------------
          "affiliates," as that term is defined in Rule 405 of Regulation C
          adopted under the Securities Act of 1933, as amended (the
          "Securities Act"), with a brief statement describing the basis of
          each affiliation.

               Section 2.2  Capitalization.
               ----------------------------

                    (a) The authorized capital stock of the Company
          consists of (i) 30,000,000 shares of common stock, par value $.01
          per share (the "Common Stock"), of which as of March 28, 1997,
          17,352,783 shares are issued and outstanding.  All shares of
          Common Stock outstanding have been validly issued and are fully
          paid and nonassessable.  There are sufficient shares of such
          Common Stock reserved for issuance upon the conversion of the
          Debentures as described herein or therein; provided, that the
          number of shares so reserved shall be increased in accordance
          with the terms of this Agreement or the Debentures.  Such shares
          of Common Stock issuable upon conversion of the Debentures have
          been duly and validly authorized and, upon conversion of the
          Debentures, will be validly issued, fully paid, nonassessable and
          free of any liens or encumbrances created by the Company.  Except
          as provided on Schedule 2.2(a), there are no statutory or
                         ---------------
          contractual pre-emptive rights, rights of first refusal,
          antidilution rights or any similar rights held by any party with
          respect to the issuance of the Debentures or the issuance of the
          Common Stock upon conversion of the Debentures as described
          herein and therein.  The Company has not violated any federal or
          state securities laws in connection with the issuance of any
          securities, and the offer, sale and issuance of the Debentures
          and the conversion of the Debentures as described therein do not
          require registration under the Securities Act or any applicable
          state securities laws.

                    (b)  The Company has not granted, or agreed to grant or
          issue, any options, warrants or rights to purchase or acquire
          from the Company any shares of capital stock of the Company, and
          there are no contracts, commitments, agreements, understandings,
          arrangements or restrictions as to which the Company is a party,
          or by which it is bound, relating to any shares of capital stock
          or other securities of the Company, whether or not outstanding
          except for (i) the Debentures to be issued pursuant to this
          Agreement and (ii) such options, warrants and other rights to
          acquire capital stock of the Company set forth on Schedule
                                                            --------
          2.2(b).
          ------

               Section 2.3  Authorization.
               ---------------------------

               The Company has full legal right, power and authority to
          enter into and perform its obligations under this Agreement and
          any of the other Operative Documents, without the consent or
          approval of any other person, firm, governmental agency or other
          legal entity.  The execution and delivery of this Agreement, the
          issuance of the Debentures hereunder, the execution and delivery
          of each other document in connection herewith or therewith to
          which the Company is a party, and the performance by the Company
          of its obligations hereunder and/or thereunder are within the
          corporate powers of the Company and have been duly authorized by
          all necessary corporate action properly taken, have received all
          necessary governmental approvals, if any were required. The
          officer(s) executing this Agreement, the Debentures and any other
          document executed and delivered by the Company in connection
          herewith or therewith, is duly authorized to act on behalf of the
          Company.

               Section 2.4  Validity and Binding Effect.
               -----------------------------------------

               Each of the Operative Documents is the legal, valid and
          binding obligation of the Company, enforceable against the
          Company in accordance with its terms, except as such
          enforceability may be limited by applicable bankruptcy,
          insolvency, reorganization, moratorium or similar laws affecting
          the enforcement of creditors rights generally and except that the
          availability of the equitable remedy of specific performance or
          injunctive relief is subject to the discretion of the court
          before which any proceeding may be brought.

               Section 2.5  Other Transactions.
               --------------------------------

               The consummation of the transactions contemplated by this
          Agreement and the fulfillment of the terms hereof do not and will
          not contravene or conflict with the certificate of incorporation
          or bylaws of the Company or any material agreement to which the
          Company or any of its Subsidiaries is now a party or by which any
          of them or their properties is bound, or constitute a default
          thereunder, or result in the creation or imposition of any lien,
          charge, security interest or encumbrance of any nature upon any
          of the property or assets of the Company or any of its
          Subsidiaries pursuant to the terms of any such agreement or
          instrument, or violate any provision of law or any applicable
          judgment, ordinance, regulation or order of any court or
          governmental agency.

               Section 2.6  Litigation.
               ------------------------

               Except as set forth on Schedule 2.6, there is no litigation,
                                      ------------
          arbitration, claim, proceeding or investigation pending or
          threatened in which the Company or any Subsidiary is a party or
          to which any of its respective properties or assets is the
          subject which, if determined adversely to the Company or such
          Subsidiary, would individually or in the aggregate have a
          Materially Adverse Effect.

               Section 2.7  Financial Statements.
               ----------------------------------

               The consolidated financial statements of  the Company and
          its Subsidiaries for the fiscal years ended December 31, 1993,
          1994 and 1995 and the unaudited consolidated financial statements
          as of the nine months ended September 30, 1996, which the Company
          previously has heretofore delivered to Purchaser, are true and
          correct in all material respects and have been prepared in
          accordance with generally accepted accounting principles ("GAAP")
          consistently followed throughout the periods involved.  The
          consolidated balance sheets and the related notes fairly present
          the financial condition of the Company and its consolidated
          Subsidiaries as of the respective dates thereof, and the
          consolidated statements of operations, cash flows and changes in
          stockholders' equity and the related notes fairly present the
          results of operations of the Company and its consolidated
          Subsidiaries for the respective periods indicated, provided that
          the unaudited consolidated statements as of the nine months ended
          September 30, 1996 are subject to normal recurring year-end
          adjustments and accruals.

               Section 2.8  SEC Reports.
               -------------------------

               The Company's Common Stock is listed on the Philadelphia
          Stock Exchange and the Nasdaq SmallCap Market and has been duly
          registered with the Securities and Exchange Commission ("SEC")
          under the Securities Act of 1933, as amended (the "Securities
          Act") or the Securities Exchange Act of 1934, as amended (the
          "Exchange Act").  Since December 31, 1993 the Company has timely
          filed all reports, registrations, proxy or information statements
          and all other documents, together with any amendments required to
          be made thereto, required to be filed with the SEC under the
          Securities Act and the Exchange Act (collectively, the "SEC
          Reports").  The Company previously has furnished to Purchaser
          true copies of all the SEC Reports, together with all exhibits
          thereto that Purchaser has requested.  The financial statements
          contained in the SEC Reports fairly presented (or will fairly
          present, as the case may be) the financial position of the
          Company as of the dates mentioned and the results of operations,
          changes in stockholders' equity and changes in financial position
          or cash flows for the periods then ended in conformity with GAAP
          applied on a consistent basis throughout the periods involved
          except to the extent set forth therein.  As of their respective
          dates, the SEC Reports complied (or will comply, as the case may
          be) in all material respects with all rules and regulations
          promulgated by the SEC and did not (or will not, as the case may
          be) contain any untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary
          in order to make the statements therein, in light of the
          circumstances under which they were made, not misleading.

               Section 2.9  Absence of Changes.
               --------------------------------

               Except as set forth on Schedule 2.9, since September 30,
                                      ------------
          1996, (i) neither the Company nor any of its Subsidiaries have
          incurred any liabilities or obligations, direct or contingent, or
          entered into any transactions, not in the ordinary course
          business, that are material to the Company, (ii) neither the
          Company nor any of its Subsidiaries have purchased any of its
          outstanding capital stock or declared, paid or otherwise made any
          dividend or distribution of any kind on its capital stock, (iii)
          there has not been any change in the capital stock, long-term
          debt or short-term debt of the Company, and (iv) there has not
          been any material adverse change, or any development involving a
          prospective change that would have a Materially Adverse Effect,
          other than the fact that the Company has continued to incur
          operating losses since such date which have resulted in cash flow
          shortages.

               Section 2.10  No Defaults.
               --------------------------

               Except as set forth on Schedule 2.10 and except where a
                                      -------------
          default or event of default does not and would not constitute a
          Material Adverse Event, no default or event of default by the
          Company or any Subsidiary exists under this Agreement or any of
          the other Operative Documents, or under any other instrument or
          agreement to which the Company or any Subsidiary is a party or by
          which the Company or any Subsidiary or its respective properties
          may be bound or, to the knowledge of the Company, affected, and
          no event has occurred and is continuing that with notice or the
          passage of time or both would constitute a default or event of
          default thereunder.

               Section 2.11  Compliance With Law.
               ----------------------------------

               Except where failure to do so does not and would not
          constitute a Material Adverse Event, the Company has obtained all
          licenses, permits and governmental approvals and authorizations
          necessary or proper in order to conduct its business and affairs
          as heretofore conducted and as hereafter intended to be
          conducted.  To the Company's knowledge, the Company is in
          compliance with all laws, regulations, decrees and orders
          applicable to it (including but not limited to laws, regulations,
          decrees and orders relating to environmental, occupational and
          health standards and controls, antitrust, monopoly, restraint of
          trade or unfair competition) to the extent that noncompliance, in
          the aggregate, cannot reasonably be expected to have a Materially
          Adverse Effect.

               Section 2.12  Taxes.
               --------------------

               Except as set forth on Schedule 2.12, the Company and its
                                      -------------
          Subsidiaries have filed or caused to be filed all federal, state
          and local income, excise and franchise tax returns required to be
          filed (except for returns that have been appropriately extended),
          and have paid, or provided for the payment of, all taxes shown to
          be due and payable on said returns and all other taxes,
          impositions, assessments, fees or other charges imposed on it by
          any governmental authority, agency or instrumentality, prior to
          any delinquency with respect thereto (other than taxes,
          impositions, assessments, fees and charges currently being
          contested in good faith by appropriate proceedings, for which
          appropriate amounts have been reserved), and the Company does not
          know of any proposed assessment for additional taxes or any basis
          therefor.  No tax liens have been filed against the Company or
          its Subsidiaries or any of their properties.  The Company's
          federal income tax liability has been finally determined by the
          Internal Revenue Service and satisfied for all taxable years up
          to and including the taxable year ended December 31, 1995 or
          closed by applicable statutes of limitation.

               Section 2.13  Certain Transactions.
               ----------------------------------

               Except as set forth on Schedule 2.13(i) and except as to
                                      ----------------
          indebtedness incurred in the ordinary course of business and
          approved by the Board of Directors of the Company, the Company is
          not indebted, directly or indirectly, to any of its officers or
          directors, or to their respective spouses or children, in excess
          of an aggregate amount of $5,000, and none of its officers or
          directors or any members of their immediate families are indebted
          to the Company in excess of an aggregate amount of $5,000 or have
          any direct or indirect ownership interest in any firm or
          corporation with which the Company is affiliated or with which
          the Company has a business relationship, or any firm or
          corporation which competes with the Company, except that officers
          and/or directors of the Company may own no more than 4.9% of the
          outstanding stock of any publicly traded company which competes
          directly with the Company.  Except as set forth on Schedule
                                                             --------
          2.13(ii), no officer or director or any member of their
          --------
          immediate families is, directly or indirectly, interested in any
          material contract with the Company.  Except as set forth on
          Schedule 2.13(iii), the Company is not a guarantor or indemnitor
          ------------------
          of any indebtedness of any other person, firm or corporation.

               Section 2.14  Title to Property.
               --------------------------------

               The Company and each Subsidiary has good and marketable
          title to all real and personal property owned by it, free and
          clear of all liens, security interests, pledges, encumbrances,
          equities claims and restrictions of every kind and nature
          whatsoever, except as disclosed on Schedule 2.14 and except for
                                             -------------
          such liens, security interests, pledges, encumbrances, equities
          claims and restrictions which are not in the aggregate material
          to the business, operations or financial condition of the Company
          and its Subsidiaries taken as a whole.  Any real property and
          buildings held under lease by the Company or any Subsidiary are
          held under valid existing and enforceable leases, except as
          disclosed on Schedule 2.14 or which are not material and do not
                       -------------
          interfere with the use to be made of such buildings or property
          by the Company.

               Section 2.15  Intellectual Property.
               ------------------------------------

               Except as set forth in Schedule 2.15, the Company and each
                                      -------------
          Subsidiary is the lawful owner of its proprietary information
          free and clear of any claim, right, trademark, patent or
          copyright protection of any third party.  As used herein,
          "proprietary information" includes without limitation (i) any
          computer software and related documentation, inventions,
          technical and nontechnical data related thereto, and (ii) other
          documentation, inventions and data related to patterns, plans,
          methods, techniques, drawings, finances, customer lists,
          suppliers, products, special pricing and cost information,
          designs, processes, procedures, formulas, research data owned or
          used by the Company or any Subsidiary or marketing studies
          conducted by the Company or any Subsidiary, all of which the
          Company considers to be commercially important and competitively
          sensitive and which generally has not been disclosed to third
          parties other than customers in the ordinary course of business. 
          Except as set forth in Schedule 2.15, the Company and each
                                 -------------
          Subsidiary has good and marketable title to all patents,
          trademarks, trade names, service marks, copyrights or other
          intangible property rights, and registrations or applications for
          registration thereof, owned by the Company or any Subsidiary or
          used or required by the Company or any Subsidiary in the
          operation of its business as presently being conducted.  The
          Company has no knowledge of any infringements or conflict with
          asserted rights of others with respect to copyrights, patents,
          trademarks, service marks, trade names, trade secrets or other
          intangible property rights or know-how which could result in any
          Materially Adverse Effect.  To the Company's knowledge, no
          products or processes of the Company or any Subsidiary infringe
          or conflict with any rights of patent or copyright, or any
          discovery, invention product or process, that is the subject of a
          patent or copyright application or registration known to the
          Company.  The Company follows such procedures as the Board of
          Directors of the Company deems necessary or appropriate to
          provide reasonable protection of the Company's or any
          Subsidiary's trade secrets and proprietary rights in intellectual
          property of all kinds.  To the knowledge of the Company, no
          person employed by or affiliated with the Company or any
          Subsidiary has employed or proposes to employ any trade secret or
          any information or documentation proprietary to any former
          employer, and to the knowledge of the Company, no person employed
          by or affiliated with the Company has violated any confidential
          relationship that such person may have had with any third person,
          in connection with the development, manufacture or sale of any
          product or proposed product or the development or sale of any
          service or proposed service of the Company or any Subsidiary.

               Section 2.16  Debt.
               -------------------

               Schedule 2.16 sets forth a complete and correct list of all
               -------------
          loans, credit agreements, indentures, purchase agreements,
          promissory notes and other evidences of indebtedness, Guaranties,
          capital leases and other instruments, agreements and arrangements
          presently in effect providing for or relating to extensions of
          credit (including agreements and arrangements for the issuance of
          letters of credit or for acceptance financing) in respect of
          which the Company, any Subsidiary or any of their properties is
          in any manner directly or contingently obligated; and the maximum
          principal or face amounts of the credit in question that are
          outstanding and that can be outstanding are correctly stated; and
          all liens, pledges or security interests of any nature given or
          agreed to be given as security therefor or in connection
          therewith are correctly described or indicated in such Schedule.

               Section 2.17  Significant Contracts.
               ------------------------------------

               Schedule 2.17 sets forth a complete and correct list of all
               -------------
          contracts, agreements and other documents pursuant to which the
          Company or any Subsidiary receives revenues in excess of $100,000
          per fiscal year.  Each such contract, agreement and other
          document is in full force and effect as of the date hereof and
          the Company knows of no reason why such contracts, agreements and
          other documents would not remain in full force and effect
          pursuant to the terms thereof.

               Section 2.18  Environment.
               --------------------------

               The Company and each Subsidiary has duly complied with, and
          its business, operations, assets, equipment, property, leaseholds
          or other facilities are in compliance with, the provisions of all
          federal, state and local environmental, health, and safety laws,
          codes and ordinances, and all rules and regulations promulgated
          thereunder.  The Company and each Subsidiary has been issued and
          will maintain all required federal, state and local permits,
          licenses, certificates and approvals relating to (1) air
          emissions; (2) discharges to surface water or groundwater;
          (3) noise emissions; (4) solid or liquid waste disposal; (5) the
          use, generation, storage, transportation or disposal of toxic or
          hazardous substances or wastes (which shall include any and all
          such materials listed in any federal, state or local law, code or
          ordinance and all rules and regulations promulgated thereunder as
          hazardous or potentially hazardous); or (6) other environmental,
          health or safety matters.  Neither the Company nor any Subsidiary
          has received notice of, or knows of any violations of any
          federal, state or local environmental, health or safety laws,
          codes or ordinances, and any rules or regulations promulgated
          thereunder with respect to its businesses, operations, assets,
          equipment, property, leaseholds, or other facilities.  Except in
          accordance with a valid governmental permit, license, certificate
          or approval, there has been no emission, spill, release or
          discharge into or upon (1) the air; (2) soils, or any
          improvements located thereon; (3) surface water or groundwater;
          or (4) the sewer, septic system or waste treatment, storage or
          disposal system servicing the property, leaseholds or other
          premises of the Company, of any toxic or hazardous substances or
          wastes at or from the property, leaseholds or other premises of
          the Company; and accordingly property, leaseholds and other
          premises of the Company and each Subsidiary are free of all such
          toxic or hazardous substances or wastes.  There has been no
          complaint, order, directive, claim, citation or notice by any
          governmental authority or any person or entity with respect to
          (1) air emissions; (2) spills, releases or discharges to soils or
          improvements located thereon, surface water, groundwater or the
          sewer, septic system or waste treatment, storage or disposal
          systems servicing the premises; (3) noise emissions; (4) solid or
          liquid waste disposal; (5) the use, generation, storage,
          transportation or disposal of toxic or hazardous substances or
          waste; or (6) other environmental, health or safety matters
          affecting the Company or any Subsidiary or any of their
          businesses, operations, assets, equipment, property, leaseholds
          or other facilities.  Neither the Company nor any Subsidiary has
          any Indebtedness, obligation or liability (absolute or
          contingent, matured or not matured), with respect to the storage,
          treatment, cleanup or disposal of any solid wastes, hazardous
          wastes or other toxic or hazardous substances (including without
          limitation any such indebtedness, obligation, or liability with
          respect to any current regulation, law or statute regarding such
          storage, treatment, cleanup or disposal).

               Section 2.19  ERISA.
               --------------------

               The Company and each Subsidiary is in compliance in all
          material respects with all applicable provisions of Title IV of
          the Employee Retirement Income Security Act of 1974, Pub. L. No.
          93-406, September 2, 1974, 88 Stat. 829, 29 U.S.C.A. Section 1001
          et seq. (1975), as amended from time to time ("ERISA").  Neither a
          reportable event nor a prohibited transaction (as defined in
          ERISA) has occurred and is continuing with respect to any
          "pension plan" (as such term is defined in ERISA, a "Plan"); no
          notice of intent to terminate a Plan has been filed nor has any
          Plan been terminated; no circumstances exist which constitute
          grounds entitling the Pension Benefit Guaranty Corporation
          (together with any entity succeeding to or all of its functions,
          the "PBGC") to institute proceedings to terminate, or appoint a
          trustee to administer, a Plan, nor has the PBGC instituted any
          such proceedings; neither the Company nor any commonly controlled
          entity (as defined in ERISA) has completely or partially
          withdrawn from a multiemployer plan (as defined in ERISA); the
          Company and each commonly controlled entity has met its minimum
          funding requirements under ERISA with respect to all of its Plans
          and the present fair market value of all Plan property exceeds
          the present value of all vested benefits under each Plan, as
          determined on the most recent valuation date of the Plan and in
          accordance with the provisions of ERISA and the regulations
          thereunder for calculating the potential liability of the Company
          or any commonly controlled entity to the PBGC or the Plan under
          Title IV or ERISA; and neither the Company nor any commonly
          controlled entity has incurred any liability to the PBGC under
          ERISA.

               Section 2.20  Employees.
               ------------------------

               Schedule 2.20 sets forth the number of full-time employees
               -------------
          and full-time equivalent employees of the Company and each
          Subsidiary as of the most recent payroll date, which date is set
          forth therein.  Neither the Company nor any Subsidiary has
          current labor problems or disputes which have resulted in, or
          which the Company reasonably believes could be expected to have,
          a Materially Adverse Effect.

               Section 2.21  Accounting Matters.
               ---------------------------------

               The Company and each Subsidiary maintains a system of
          internal accounting controls sufficient to provide reasonable
          assurance that (i) transactions are executed in accordance with
          management's general or specific authorization; (ii) transactions
          are recorded as necessary to permit preparation of financial
          statements in conformity with generally accepted accounting
          principles and to maintain accountability for the assets of the
          Company and each Subsidiary; (iii) access to the assets of the
          Company and each Subsidiary is permitted only in accordance with
          management's general or specific authorization; and (iv) the
          recorded accountability for assets of the Company and each
          Subsidiary are compared with the existing assets at reasonable
          intervals and appropriate action is taken with respect to any
          differences.

               Section 2.22  Distributions to Company.
               ---------------------------------------

               No Subsidiary of the Company is currently prohibited,
          directly or indirectly, from paying any dividends to the Company,
          from making any other distributions on such Subsidiary's capital
          stock, from repaying to the Company any loans or advances to such
          subsidiary or from transferring any of such Subsidiary's property
          or assets to the Company or any other Subsidiary of the Company.

               Section 2.23  Margin Regulations.
               ---------------------------------

               The Company is not engaged in the business of extending
          credit for the purpose of purchasing or carrying margin stock. 
          No proceeds received pursuant to this Agreement will be used to
          purchase or carry any equity security of a class which is
          registered pursuant to Section 12 of the Exchange Act.

               Section 2.24  Limited Offering of Note and Option.
               --------------------------------------------------

               Neither the Company nor anyone acting on its behalf has
          offered the Debentures or any similar securities for sale to, or
          solicited any offer to buy any of the same from, or otherwise
          approached or negotiated in respect thereof, with, any person
          other than Purchaser and not more than 35 other institutional
          investors.  Neither the Company nor anyone acting on its behalf
          has taken, or will take, any action which would subject the
          issuance or sale of the Debentures to Section 5 of the Securities
          Act or the registration or qualification provisions of the blue
          sky laws of any state.

               Section 2.25  Registration Rights.
               ----------------------------------

               Except as described in Schedule 2.25, the Company is not
                                      -------------
          under any obligation to register under the Securities Act or the
          Trust Indenture Act of 1939, as amended, any of its presently
          outstanding securities or any of its securities that may
          subsequently be issued.

               Section 2.26  Fees/Commissions.
               -------------------------------

               The Company has not agreed to pay any finder's fee,
          commission, origination fee (except for the processing due to
          Purchaser pursuant to Section 1.3 hereof) or other fee or charge
          to any person or entity with respect to the investment or other
          transactions contemplated hereunder.

               Section 2.27  Regulatory Compliance.
               ------------------------------------

               Except as set forth on Schedule 2.27, the conduct of the
                                      -------------
          business of the Company and each Subsidiary is not dependent on
          any license, permit or other authorization of any federal, state
          or local regulatory body, and except as set forth on Schedule
                                                               --------
          2.27, such business is not subject to the regulation of any
          ----
          federal, state or local government regulatory body by reason of
          the nature of the business being conducted.  All material
          licenses, permits and authorizations set forth on Schedule 2.27
                                                            -------------
          are in full force and effect.

               Section 2.28  1940 Act Compliance.
               ----------------------------------

               The Company is an "eligible portfolio company" as such term
          is defined in Section 2(a)(46) of the Investment Company Act of
          1940, as amended, and the issuance and sale by the Company of the
          Debentures does not constitute a "public offering" as such term
          is used in Section 55(a)(1) thereof.   

               Section 2.29  Disclosure.
               -------------------------

               No representation or warranty given as of the date hereof by
          the Company contained in this Agreement or any schedule attached
          hereto or any statement in any document, certificate or other
          instrument furnished or to be furnished to the Purchaser pursuant
          hereto, taken as a whole, contains or will (as of the time so
          furnished) contain any untrue statement of a material fact, or
          omits or will (as of the time so furnished) omit to state any
          material fact which is necessary in order to make the statements
          contained herein or therein not misleading in any material
          respect.


             ARTICLE III - REPRESENTATIONS AND WARRANTIES OF PURCHASER

               The Purchaser hereby represents to the Company as follows:

               Section 3.1  Corporate Status.
               ------------------------------

               Purchaser is a corporation duly organized, validly existing
          and in good standing under the laws of the State of Tennessee and
          has the corporate power to own and operate its properties, to
          carry on its business as now conducted and to enter into and to
          perform its obligations under this Agreement and any other
          document executed or delivered by Purchaser in connection
          herewith.

               Section 3.2  Other Transactions.
               --------------------------------

               The consummation of the transactions contemplated by this
          Agreement and the fulfillment of the terms hereof do not and will
          not contravene or conflict with the certificate of incorporation
          or bylaws of Purchaser or any material agreement to which
          Purchaser is now a party or by which it or any of its properties
          is bound, or constitute a default thereunder, or result in the
          creation or imposition of any lien, charge, security interest or
          encumbrance of any nature upon any of the property or assets of
          Purchaser pursuant to the terms of any such agreement or
          instrument, or violate any provision of law or any applicable
          judgment, ordinance, regulation or order of any court or
          governmental agency.

               Section 3.3  Authorization.
               ---------------------------

               Purchaser has full legal right, power and authority to enter
          into and perform its obligations under this Agreement and any
          other document executed and delivered by Purchaser in connection
          herewith, without the consent or approval of any other person,
          firm, governmental agency or other legal entity.  The execution
          and delivery of this Agreement and any other document executed
          and delivered by Purchaser in connection herewith, and the
          performance by Purchaser of its obligations hereunder and/or
          thereunder are within the corporate powers of Purchaser, have
          received all necessary governmental approvals, if any were
          required, and do not and will not contravene or conflict with the
          charter or bylaws of Purchaser.  The officer(s) executing this
          Agreement and any other document executed and delivered by
          Purchaser in connection herewith, is duly authorized to act on
          behalf of Purchaser.

               Section 3.4  Validity and Binding Effect.
               -----------------------------------------

               This Agreement and any other document executed and delivered
          by Purchaser in connection herewith are the legal, valid and
          binding obligations of the Purchaser, enforceable against it in
          accordance with their respective terms.

               Section 3.5  Purchaser Investment Representations.
               --------------------------------------------------

               Purchaser is acquiring the Debentures for its own account,
          for investment, and not with a view to the distribution or resale
          thereof, in whole or in part, in violation of the Securities Act
          or any applicable state securities law, and  Purchaser has no
          present intention of selling, negotiating or otherwise disposing
          of the Debentures; it being understood that Purchaser intends to
          transfer and assign the Debentures and all Purchaser's rights and
          obligations under this Agreement to one or more wholly-owned
          subsidiaries of Purchaser.  Purchaser is an "accredited investor"
          as defined in Rule 501(a) under the Securities Act.

         ARTICLE IV - CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER

               The obligation of Purchaser to purchase and pay for the
          Debentures on the Closing Date shall be subject to the
          fulfillment on or before the Closing Date of each of the
          following conditions:

               Section 4.1  Representations and Warranties.
               --------------------------------------------

               The representations and warranties of the Company contained
          in this Agreement and in any Schedule hereto or any document or
          instrument delivered to Purchaser or its representatives
          hereunder, shall have been true and correct when made and shall
          be true and correct as of the Closing Date as if made on such
          date, except to the extent such representations and warranties
          expressly relate to a specific date.  The Company shall have duly
          performed all of the covenants and agreements to be performed by
          it hereunder on or prior to the Closing Date.

               Section 4.2  Officer's Certificate.
               -----------------------------------

               The Company shall have delivered to Purchaser a certificate,
          dated the Closing Date, signed by the Chairman of the Board of
          the Company, substantially in the form of Exhibit B attached
                                                    ---------
          hereto and incorporated herein by this reference, regarding the
          accuracy of the representations and warranties and the
          performance of the obligations of the Company.

               Section 4.3  Secretary's Certificate.
               -------------------------------------

               The Company shall have delivered to Purchaser a certificate,
          dated the Closing Date, signed by the Secretary of the Company,
          substantially in the form of Exhibit C attached hereto and
                                       ---------
          incorporated herein by this reference, regarding the satisfaction
          of the conditions in Section 4.1 hereof and certain other
          matters.

               Section 4.4  Legal Opinion.
               ---------------------------

               Purchaser shall have received the opinion of Reid & Priest
          LLP, counsel for the Company, dated the Closing Date, addressed
          to Purchaser, in form and substance satisfactory to Purchaser's
          counsel, and covering the matters set forth in Exhibit D  hereto.
                                                         ---------

               Section 4.5  Authorization Agreement.
               -------------------------------------

               The Company shall have delivered to Purchaser an
          Authorization Agreement for Pre-Authorized Payments (Debit),
          dated the Closing Date, executed by a duly authorized officer(s)
          of the Company, substantially in the form of Exhibit E attached
          hereto and incorporated herein by this reference.

               Section 4.6  Existence and Authority.
               -------------------------------------

               Existence and Authority.  The Company shall have delivered
               ------------------------
          to Purchaser the following certificates of public officials, in
          each case as of a date within ten (10) days of the Closing Date:

                    (i)  the certificate of incorporation of the Company
               and each of the Subsidiaries, certified by the Secretary of
               State or other appropriate official in the jurisdiction each
               such entity is incorporated;

                    (ii)  a certificate as to the legal existence and good
               standing of the Company and each of the Subsidiaries issued
               by the Secretary of State or other appropriate official in
               the jurisdiction each such entity is incorporated;

                    (iii)  a certificate as to the qualification to do
               business as a foreign corporation and good standing of the
               Company and each of the Subsidiaries, as appropriate, issued
               by the Secretary of State or other appropriate official in
               each jurisdiction listed in Schedule 2.1(a).
                                           ---------------

               Section 4.7  Required Consents.
               -------------------------------

               Any consents or approvals required to be obtained from any
          third party, including any holder of indebtedness or any
          outstanding security of the Company, and any  amendments of
          agreements which shall be necessary to permit the consummation of
          the transactions contemplated hereby on the Closing Date, shall
          have been obtained and all such consents or amendments shall be
          satisfactory in form and substance to Purchaser and Purchaser's
          counsel.

               Section 4.8  Waiver of Conditions.
               ----------------------------------

               If on the Closing Date the Company fails to tender to
          Purchaser the Debentures to be issued to Purchaser on such date
          or if the conditions specified in this Article IV have not been
                                                 ----------
          fulfilled, Purchaser may thereupon elect to be relieved of all
          further obligations under this Agreement.  Without limiting the
          foregoing, if the conditions specified in this Article IV have
                                                         ----------
          not been fulfilled, Purchaser may waive compliance by the Company
          with any such condition to such extent as Purchaser, in
          Purchaser's sole discretion, may determine.  Nothing in this
          Section 4.8 shall operate to relieve the Company of any of its
          obligations hereunder or to waive any of Purchaser's rights
          against the Company.


                          ARTICLE V - COVENANTS OF COMPANY

               From and after the Closing Date and continuing so long as
          any amount remains unpaid on any of the Debentures:

               Section 5.1  Use of Proceeds.
               -----------------------------

               The Company shall use the proceeds of the Debentures only
          for the purposes set forth on Schedule 5.1 attached hereto.  No
                                        ------------
          later than ninety (90) days after the sale of the Debentures, the
          Company shall furnish Purchaser a certificate, executed by the
          Chief Executive Officer of the Company, itemizing the use of
          proceeds from the Debentures.

               Section 5.2  Payment of Debentures.
               -----------------------------------

               The Company shall pay the indebtedness evidenced by the
          Debentures according to the terms thereof and shall timely pay or
          perform all of the other obligations of the Company under this
          Agreement.

               Section 5.3  Repurchase of Debenture.
               -------------------------------------

               Neither the Company nor any Subsidiary or Affiliate,
          directly or indirectly, may repurchase or make any offer to
          repurchase any Debentures unless the offer has been made to
          repurchase Debentures, pro rata, from all holders of the
          Debentures at the same time and upon the same terms and in
          accordance with the provisions of Section 5.24.  In case the
          Company repurchases or otherwise acquires any Debentures, such
          Debentures shall immediately thereafter be canceled, and no
          Debentures shall be issued in substitution therefor.  Without
          limiting the foregoing, upon the purchase or other acquisition of
          any Debentures by the Company or any Subsidiary or Affiliate,
          such Debentures shall no longer be outstanding for purposes of
          any Section of this Agreement relating to the taking by the
          holders of the Debentures of any actions with respect hereto,
          including, without limitation, Sections 9.3 and 10.1.

               Section 5.4  Corporate Existence, Etc.
               --------------------------------------

               Except as provided in Section 5.18(a)(i), the Company will
          preserve and keep in force and effect, and will cause each
          Subsidiary to preserve and keep in force and effect, its
          corporate existence and good standing in the state of
          incorporation thereof, its qualification and good standing as a
          foreign corporation in each jurisdiction where such qualification
          is required by applicable law and all licenses and permits
          necessary to the proper conduct of its business. 

               Section 5.5  Maintenance, Etc.
               ------------------------------

               The Company will maintain, preserve and keep, and will cause
          each Subsidiary to maintain, preserve and keep, its properties
          and assets which are used or useful in the conduct of its
          business (whether owned in fee or pursuant to a leasehold
          interest) in good repair and working order and from time to time
          will make all necessary repairs, replacements, renewals and
          additions so that at all times the efficiency thereof shall be
          maintained.

               Section 5.6  Nature of Business.
               --------------------------------

               Neither the Company nor any Subsidiary will engage in any
          business if, as a result, the general nature of the business,
          taken on a consolidated basis, which would then be engaged in by
          the Company and its Subsidiaries would be substantially changed
          from the general nature of the business engaged in by the Company
          and its Subsidiaries on the date of this Agreement.

               Section 5.7  Insurance.
               -----------------------

               The Company will maintain, and will cause each Subsidiary to
          maintain, insurance coverage by financially sound and reputable
          insurers with respect to their respective properties and business
          in such forms and amounts and against such risks, casualties and
          contingencies as are customary for corporations engaged in the
          same or a similar business and owning and operating similar
          properties.

               Section 5.8  Taxes, Claims for Labor and Materials.
               ---------------------------------------------------

               The Company will promptly pay and discharge, and will cause
          each Subsidiary promptly to pay and discharge, (i) all lawful
          taxes, assessments and governmental charges or levies imposed
          upon the property or business of the Company or such Subsidiary,
          respectively, (ii) all trade accounts payable in accordance with
          usual and customary business terms, and (iii) all claims for
          work, labor or materials, which if unpaid might become a lien or
          charge upon any property of the Company or such Subsidiary;
          provided the Company or such Subsidiary shall not be required to
          pay any such tax, assessment, charge, levy, account payable or
          claim if (i) the validity, applicability or amount thereof is
          being contested in good faith by appropriate actions or
          proceedings which will prevent the forfeiture or sale of any
          property of the Company or such Subsidiary or any material
          interference with the use thereof by the Company or such
          Subsidiary, and (ii) the Company or such Subsidiary shall set
          aside on its books, reserves deemed by it to be adequate with
          respect thereto.

               Section 5.9  Compliance with Laws, Agreements, etc.
               ---------------------------------------------------

               Except where failure to do so does not and would not
          constitute a Material Adverse Event, the Company shall maintain
          its business operations and property owned or used in connection
          therewith in compliance with (i) all applicable federal, state
          and local laws, regulations and ordinances, and such laws,
          regulations and ordinances of foreign jurisdictions, governing
          such business operations and the use and ownership of such
          property, and (ii) all agreements, licenses, franchises,
          indentures and mortgages to which the Company is a party or by
          which the Company or any of its properties is bound.

               Section 5.10  ERISA Matters.
               ----------------------------

               If the Company has in effect, or hereafter institutes, a
          pension plan that is subject to the requirements of ERISA, then
          the following Plan covenants shall be applicable during such
          period as any Plan shall be in effect: (i) the Company hereby
          covenants that throughout the existence of the Plan, the
          Company's contributions under the Plan will meet the minimum
          funding standards required by ERISA and the Company will not
          institute a distress termination of the Plan; and (ii) the
          Company covenants that it will send to Purchaser a copy of any
          notice of a reportable event (as defined in ERISA) required by
          ERISA to be filed with the Labor Department or the PBGC, at the
          time that such notice is so filed.

               Section 5.11  Books and Records; Rights of Inspection.
               ------------------------------------------------------

               The Company will keep, and will cause each Subsidiary to
          keep, proper books of record and account in which full and
          correct entries will be made of all dealings or transactions of
          or in relation to the business and affairs of the Company or such
          Subsidiary, in accordance with GAAP consistently maintained. The
          Company will furnish to Purchaser such financial data and other
          information relating to the business of the Company as Purchaser
          may from time to time reasonably request.  The Company shall
          permit a representative of Purchaser to visit any of its
          properties and inspect its corporate books and financial records,
          and will discuss its accounts, affairs and finances with a
          representative of Purchaser, during reasonable business hours, at
          all such times as Purchaser may reasonably request.

               Section 5.12  Reports.
               ----------------------

               The Company will furnish to Purchaser the following:

                    (a)  Monthly statements.  Within 30 days of the end of
          each month, monthly internal financial reports which at a minimum
          shall consist of a balance sheet of the Company as of the close
          of such month and related statements of income and cash flows for
          the one-month period then ended, as well as any additional
          financial reports for such period routinely prepared with respect
          to the Company and the Subsidiaries;

                    (b)  Quarterly Statements.  As soon as available and in
          any event within 45 days after the end of each quarterly fiscal
          period (except the last) of each fiscal year, copies of:

                         (i)  consolidated balance sheets of the Company
                              and Subsidiaries as of the close of the
                              three-month period then ended, setting forth
                              in comparative form the consolidated figures
                              for the corresponding period of the preceding
                              fiscal year,

                         (ii) consolidated statements of operations of the
                              Company and Subsidiaries for the three-month
                              period then ended, setting forth in
                              comparative form the consolidated figures for
                              the corresponding period of the preceding
                              fiscal year, and

                         (iii) consolidated statements of cash flows of the
                               Company and Subsidiaries for the portion of
                               the fiscal year ending with such three-month
                               period, setting forth in comparative form
                               the consolidated figures for the
                               corresponding period of the preceding fiscal
                               year,

               all in reasonable detail and certified as complete and
          correct, by an authorized financial officer of Company;

                    (c)  Annual Statements.  As soon as available and in
          any event within 90 days after the close of each fiscal year of
          the Company, copies of:

                         (i)  consolidated balance sheets of the Company
                              and Subsidiaries as of the close of such
                              fiscal year, and 

                         (ii) consolidated statements of operations and
                              cash flows of the Company and Subsidiaries
                              for such fiscal year,

          in each case setting forth in comparative form the consolidated
          figures for the preceding fiscal year, all in reasonable detail
          and accompanied by an unqualified report thereon of a firm of
          independent public accountants of recognized national standing;

                    (d)  Audit Reports.  Promptly upon receipt thereof, one
          copy of each interim or special audit made by independent
          accountants of the books of the Company or any Subsidiary;

                    (e)  SEC and Other Reports.  Promptly upon their
          becoming available, one copy of each financial statement, report,
          notice or proxy statement sent by the Company to stockholders
          generally and of each periodic or current report, and any
          registration statement or prospectus filed by the Company or any
          Subsidiary with any securities exchange or the SEC or any
          successor agency, and copies of any orders in any proceedings to
          which the Company or any of its Subsidiaries is a party, issued
          by any governmental agency, federal or state, having jurisdiction
          over the Company or any of its Subsidiaries.  The Company
          specifically covenants to timely file each such item required to
          be filed with the SEC and each state requiring securities laws
          filings; and

                    (f)  Requested Information.  With reasonable
          promptness, such other data and information as Purchaser or any
          such institutional holder may reasonably request.

                    (g)  Delivery of SEC Reports.  The parties agree that
          the Company shall be deemed to have complied with its obligations
          under Section 5.12(b) or (c), as the case may be, by delivering
          to Purchaser, in accordance with Section 5.12(e) hereof, the
          reports filed by the Company with the SEC pursuant to Section
          13(a) of the Securities Act in respect of the applicable
          reporting period, provided that the financial statements in each
          such SEC report that is an Annual Report on Form 10-K shall be
          accompanied by an unqualified report thereon of the Company's
          accountants.  In the event the Company is permitted, pursuant to
          Rule 12b-25 under the Exchange Act, to delay the filing with the
          SEC of any periodic report of the Company, the Company shall be
          deemed to have complied with its obligations under Section
          5.12(b) or (c), as the case may be, by delivering such report to
          Purchaser within the time period permitted therein.

               Section 5.13  Limitations on Debt and Obligations.
               --------------------------------------------------

               Except as to (i) the indebtedness incurred pursuant to the
          Debentures, (ii) accounts payable and other trade payables
          incurred in the ordinary course of business, including certain
          due and unpaid legal and administrative expenses ("ALE") incurred
          by the Company in connection with its performance of insurance
          services and for which the Company has assumed responsibility
          pursuant to the terms of a Restructuring Agreement, dated March
          1, 1996, such expenses not to exceed an aggregate of $394,258 at
          any time outstanding and (iii) purchase money indebtedness
          incurred by the Company in the purchase of office equipment and
          other property used by the Company in the ordinary course of
          business, such purchase money indebtedness not to exceed an
          aggregate amount of principal and interest thereon of $250,000 at
          any time outstanding, the Company, for itself together with each
          Subsidiary, shall not incur, without the prior written consent of
          Purchaser, additional indebtedness in excess of an aggregate
          amount of principal and interest thereon of $250,000 at any time
          outstanding.

               Section 5.14  Guaranties.
               -------------------------

               Without the prior written consent of Purchaser, the Company
          will not, and will not permit any Subsidiary to, become or be
          liable in respect of any Guaranty except Guaranties by Company
          which are limited in amount to a stated maximum dollar exposure
          and are incurred in compliance with the provisions of this
          Agreement.

               Section 5.15  Limitation on Liens.
               ----------------------------------

               Without the prior written consent of Purchaser, the Company
          will not, and will not permit any Subsidiary to, create or incur,
          or suffer to be incurred or to exist, any mortgage, pledge,
          security interest, encumbrance, lien or charge of any kind
          (collectively, "Liens") on its or their property or assets,
          whether now owned or hereafter acquired, or upon any income or
          profits therefrom, or transfer any property for the purpose of
          subjecting the same to the payment of obligations in priority to
          the payment of its or their general creditors, or acquire or
          agree to acquire, or permit any Subsidiary to acquire, any
          property or assets upon conditional sales agreement or other
          title retention devices, except (i) Liens for taxes, assessments
          and governmental charges or levies which the Company is
          contesting in good faith by proper proceedings and as to which
          appropriate reserves are being maintained in accordance with GAAP
          on the books of the Company; (ii) Liens imposed by law, such as
          materialmen's, mechanics', carriers', workmen's and repairmen's
          liens and other similar liens arising in the ordinary course of
          business and securing obligations (other than indebtedness for
          borrowed money) that (A) are not overdue for a period of more
          than 60 days or (B) are being contested in good faith by proper
          proceedings and as to which appropriate reserves are being
          maintained in accordance with GAAP on the books of the Company;
          (iii) pledges or deposits to secure obligations under worker's
          compensation laws or other similar legislation or to secure
          public or statutory obligations; (iv) Liens securing the
          performance of, or payment in respect of, bids, tenders,
          government contracts (other than for the repayment of borrowed
          money) surety and appeal bonds and other obligations of a similar
          nature incurred in the ordinary course of business; (v) Liens
          existing on the date hereof; (vi) Liens created in connection
          with purchase money financing permitted pursuant to Section 5.13
          (iii) hereof; and (vii) Liens on computer source codes placed in
          escrow for the benefit of the Company's customers as described on
          Schedule 2.16 hereof or hereinafter created.
          -------------

               Section 5.16  Restricted Payments.
               ----------------------------------

               The Company will not, without the prior written consent of
          Purchaser:

                    (i)   declare or pay any dividends, either in cash or
                          property, on any shares of its capital stock of
                          any class (except dividends or other
                          distributions payable solely in shares of capital
                          stock of Company);

                    (ii)  directly or indirectly, or through any
                          Subsidiary, purchase, redeem or retire any shares
                          of its capital stock of any class or any
                          warrants, rights or options to purchase or
                          acquire any shares of its capital stock (other
                          than in exchange for or out of the net proceeds
                          to the Company from the substantially concurrent
                          issue or sale of other shares of capital stock of
                          the Company or warrants, rights or options to
                          purchase or acquire any shares of its capital
                          stock); or

                    (iii) make any other payment or distribution, either
                          directly or indirectly or through any Subsidiary,
                          in respect of its capital stock. 

               Section 5.17  Investments.
               --------------------------

               The Company will not, and will not permit any Subsidiary to,
          make any Investments outside the ordinary course of business for
          the Company or any Subsidiary, without the prior written consent
          of Purchaser, except:

                         (i)   Investments in direct obligations of the
                               United States of America, or any agency or
                               instrumentality of the United States of
                               America, the payment or guaranty of which
                               constitutes a full faith and credit
                               obligation of the United States of America,
                               in either case maturing in twelve months or
                               less from the date of acquisition thereof;

                         (ii)  Investments in certificates of deposit
                               maturing within one year from the date of
                               origin, issued by a bank or trust company
                               organized under the laws of the United
                               States of any state thereof, having capital,
                               surplus and undivided profits aggregating at
                               least $100,000,000 and whose long-term
                               certificates of deposit are, at the time of
                               acquisition thereof by Company or a
                               Restricted Subsidiary, rated AA or better by
                               Standard & Poor's Corporation or Aa or
                               better by Moody's Investors Service, Inc.;
                               and

                         (iii) receivables arising from the sale of goods
                               and services in the ordinary course of
                               business of Company and its Subsidiaries;

          provided, that the provisions of this Section shall not apply to
          the use of proceeds obtained by the Company from the sale of its
          capital stock.

               Section 5.18  Mergers, Consolidations and Sales of Assets.
               ----------------------------------------------------------

                    (a)  Without the prior written consent of Purchaser,
          the Company will not, and will not permit any Subsidiary to (1)
          consolidate with or be a party to a merger or share exchange with
          any other corporation or (2) sell, lease or otherwise dispose of
          all or any substantial part (as defined in paragraph (d) of this
          Section 5.18) of the assets of Company and its Subsidiaries;
          provided, however, that:

                         (i)  any Subsidiary may merge or consolidate with
                              or into the Company or any wholly-owned
                              Subsidiary so long as in any merger or
                              consolidation involving the Company, the
                              Company shall be the surviving or continuing
                              corporation; and

                         (ii) any Subsidiary may sell, lease or otherwise
                              dispose of all or any substantial part of its
                              assets to the Company or any wholly-owned
                              Subsidiary.

                    (b)  Without the prior written consent of Purchaser,
          the Company will not permit any Subsidiary to issue or sell any
          shares of stock of any class (including as "stock" for the
          purposes of this Section 5.18, any warrants, rights or options to
          purchase or otherwise acquire stock or other Securities
          exchangeable for or convertible into stock) of such Subsidiary to
          any Person other than the Company or a wholly-owned Subsidiary,
          except for the purpose of qualifying directors, or except in
          satisfaction of the validly pre-existing preemptive rights of
          minority shareholders in connection with the simultaneous
          issuance of stock to the Company and/or a Subsidiary whereby the
          Company and/or such Subsidiary maintain their same proportionate
          interest in such Subsidiary.

                    (c)  Without the prior written consent of Purchaser,
          the Company will not sell, transfer or otherwise dispose of any
          shares of stock in any Subsidiary (except to qualify directors)
          or any indebtedness of any Subsidiary, and will not permit any
          Subsidiary to sell, transfer or otherwise dispose of (except to
          the Company or a wholly-owned Subsidiary) any shares of stock or
          any indebtedness of any other Subsidiary, unless all of the
          following conditions are met:

                         (i)   simultaneously with such sale, transfer or
                               disposition, all shares of stock and all
                               indebtedness of such Subsidiary at the time
                               owned by the Company and by every other
                               Subsidiary shall be sold, transferred or
                               disposed of as an entirety;

                         (ii)  the Board of Directors of the Company shall
                               have determined, as evidenced by a
                               resolution thereof, that the retention of
                               such stock and indebtedness is no longer in
                               the best interests of the Company;

                         (iii) such stock and Indebtedness is sold,
                               transferred or otherwise disposed of to a
                               Person, for a cash consideration and on
                               terms reasonably deemed by the Board of
                               Directors to be adequate and satisfactory;

                         (iv)  the Subsidiary being disposed of shall not
                               have any continuing investment in the
                               Company or any other Subsidiary not being
                               simultaneously disposed of; and

                         (v)   such sale or other disposition does not
                               involve a substantial part (as hereinafter
                               defined) of the assets of the Company and
                               its Subsidiaries.

                    (d)  As used in this Section 5.18, a sale, lease or
          other disposition of assets shall be deemed to be a "substantial
          part" of the assets of the Company and its Subsidiaries only if
          the book value of such assets, when added to the book value of
          all other assets sold, leased or otherwise disposed of by the
          Company and its Subsidiaries (other than in the ordinary course
          of business) during the same twelve month period ending on the
          date of such sale, lease or other disposition, exceeds 25% of the
          consolidated net tangible assets of the Company and its
          Subsidiaries determined as of the end of the immediately
          preceding fiscal year.

               Section 5.19  Transactions with Affiliates.
               -------------------------------------------

               Without the prior written consent of Purchaser, the Company
          will not, and will not permit any Subsidiary to, enter into or be
          a party to any transaction or arrangement with any officer,
          director or Affiliate (including, without limitation, the
          purchase from, sale to or exchange of property with, or the
          rendering of any service by or for, any Affiliate), except in the
          ordinary course of and pursuant to the reasonable requirements of
          the Company's or such Subsidiary's business and upon fair and
          reasonable terms no less favorable to Company or such Subsidiary
          than would obtain in a comparable arm's-length transaction with a
          Person other than an Affiliate, in each case as determined in
          good faith by a majority of the disinterested directors of the
          Company.

               Section 5.20  Notice.
               ---------------------

               The Company shall promptly upon the discovery thereof give
          written notice to Purchaser of (i) the occurrence of any default
          or Event of Default or event which, with the passage of time,
          would constitute an Event of Default, under this Agreement, (ii)
          the occurrence of any default or event of default under any other
          agreement providing for indebtedness of the Company or any
          Subsidiary or under a capitalized lease obligation, (iii) any
          actions, suits or proceedings instituted by any Person against
          the Company or a Subsidiary or materially affecting any of the
          assets of the Company or any Subsidiary, and (iv) any dispute
          between the Company or any Subsidiary, on the one hand, and any
          governmental regulatory body, on the other hand, which dispute
          might interfere with the normal operations of the Company or any
          Subsidiary; provided, however, that Purchaser shall not disclose
          any such information provided in (iii) or (iv) above to any third
          party other than Purchaser's counsel and except to the extent
          compelled by law or otherwise authorized by the Company.

               Section 5.21  Board of Directors; Observer Rights.
               --------------------------------------------------

                    (a)  Effective on the Closing Date, the Purchaser shall
          have the right to require that a nominee of Purchaser be elected
          to the Company's Board of Directors (as a member of the class of
          directors whose terms next expire in 1998), such election to be
          effective within fifteen (15) days of notice from Purchaser to
          the Company.  For so long as the Purchaser or any Affiliate owns
          Debentures representing at least 25% of the original principal
          amount of the Debentures, the Company agrees to include a nominee
          of the Purchaser in management's slate of nominees to be elected
          to the Board of Directors (at such time as the class of directors
          of which Purchaser's nominee is a member is elected) and to
          recommend to the stockholders the election of such nominee.

                    (b)  For so long as the Purchaser or any Affiliate owns
          Debentures representing at least 25% of the original principal
          amount of the Debentures, provided that no nominee of the
          Purchaser is a director, the Company shall invite one
          representative of Purchaser to attend, at the Company's expense,
          all meetings of the Company's Board of Directors and all
          committees of the Company's Board of Directors in a nonvoting
          capacity and, in this respect, shall give such representative
          copies of all notices and meeting agenda in advance of such
          meetings and shall permit such representative to review all
          documents and other materials provided to directors at such
          meetings.  The Company shall also provide Purchaser, in advance,
          with copies of all actions proposed to be taken by the Board of
          Directors in lieu of meeting.

               Section 5.22  Annual Business Plan.
               -----------------------------------

               Prior to the close of each fiscal year of the Company,
          management of the Company shall present to the Board of Directors
          for its review a business plan with respect to the operations,
          activities, prospects and strategies of the Company for the next
          succeeding fiscal year.  Such business plan shall be reviewed
          and, if necessary, modified or supplemented by the Board of
          Directors and, as so modified or supplemented, shall be approved
          by the Board not later than the first Business Day of the fiscal
          year to which such plan applies, for execution and implementation
          by management.

               Section 5.23  Further Assurances.
               ---------------------------------

               The Company will take all actions reasonably requested by
          Purchaser to effect the transactions contemplated by this
          Agreement and the other Operative Documents.

               Section 5.24  Optional Redemptions of Debentures.
               -------------------------------------------------

               The Debentures may not be redeemed, repaid or repurchased by
          the Company at the option of the Company or any Subsidiary or
          Affiliate at any time prior to the second anniversary of the date
          of initial issuance of the Debentures.  On and after the second
          anniversary of the date of initial issuance but only in the event
          that the average of the closing bid price for the twenty (20)
          Business Days immediately preceding any Redemption Date (as
          hereafter defined) exceeds $1.50 per share of Common Stock, the
          Debentures may be redeemed, at the Company's option, in whole or
          in part, provided that in case of each redemption at the
          Company's option hereunder, the Company will give written notice
          thereof  to each holder of a Debenture to be redeemed not less
          than forty-five (45) nor more than seventy-five (75) days prior
          to the date fixed for such redemption (the "Redemption Date"), in
          each case specifying the Redemption Date, the aggregate principal
          amount of the Debentures to be redeemed on such date and the
          principal amount of Debentures held by such holder to be redeemed
          on such date.  In the case of  a redemption of part of the
          Debentures, such redemption shall be effected pro rata among all
          holders of Debentures.


                       ARTICLE VI - CONVERSION OF DEBENTURES

               Section 6.1  Conversion Privilege.
               ----------------------------------

               Subject to and upon compliance with the provisions of this
          Article VI, the holder of the Debentures shall have the right, at
          its option, at any time and from time to time, to convert the
          principal amount of the Debenture, or any portion thereof, into
          that number of fully paid and nonassessable shares of Common
          Stock of the Company (the "Common Stock") (calculated as to each
          conversion to the nearest 1/100th of a share) obtained by
          dividing the principal amount of the Debenture or portion thereof
          to be converted by the Conversion Price.  The Conversion Price
          shall be the lower of (i) $1.25 per share of Common Stock or (ii)
          the bid price per share of Common Stock on the Closing Date, in
          either case adjusted as set forth in Section 6.4 below.

               Section 6.2  Manner of Exercise of Conversion Privilege.
               --------------------------------------------------------

               In order to exercise the conversion privilege, the Purchaser
          shall surrender such Debenture to the Company, accompanied by
          written notice (the "Conversion Notice") to the Company that the
          Purchaser elects to convert such Debenture or the portion thereof
          specified in said notice.  The Conversion Notice shall also state
          the name or names, together with address or addresses, in which
          the certificate or certificates for shares of Common Stock which
          shall be issuable on such conversion shall be issued, as well as
          the information required under Section 7.2 below.  Each Debenture
          surrendered for conversion shall, unless the shares issuable on
          conversion are to be issued in the same name as that in which
          such Debenture is registered, be accompanied by instruments of
          transfer, in form satisfactory to the Company, duly executed by
          the Purchaser or its duly authorized attorney.  As promptly as
          practicable after the surrender of such Debenture, as aforesaid,
          the Company shall issue and shall deliver to the Purchaser a
          certificate or certificates for the number of full shares of
          Common Stock issuable upon the conversion of such Debenture or
          portion thereof in accordance with the provisions of this
          Section, and any fractional interest in respect of a share of
          Common Stock arising upon such conversion shall be settled as
          provided in Section 6.3 below.  In case the Debenture is
          surrendered for partial conversion, the Company shall deliver to
          Purchaser, at the expense of the Company, a new Debenture in an
          aggregate principal amount equal to the unconverted portion of
          the surrendered Debenture.  Each conversion shall be deemed to
          have been effected immediately prior to the close of business on
          the date on which such Debenture shall have been surrendered and
          the Conversion Notice received by the Company as aforesaid, and
          the person or persons in whose name or names any certificate or
          certificates for shares of Common Stock shall be issuable upon
          such conversion shall be deemed to have become the holder or
          holders of record of the shares represented thereby at such time,
          and such conversion shall be at the Conversion Price in effect at
          such time, unless the stock transfer books of the Company shall
          be closed on that date, in which event such person or persons
          shall be deemed to have become such holder or holders of record
          at the close of business on the next succeeding day on which such
          stock transfer books are open, but such conversion shall be at
          the Conversion Price in effect on the date upon which such
          Debenture shall have been surrendered and the Conversion Notice
          received by the Company.  No payment or adjustment shall be made
          on conversion for interest accrued on the Debentures surrendered
          for conversion or for dividends on Common Stock delivered on such
          conversion.

               Section 6.3  Payment in Lieu of Fractional Shares.
               --------------------------------------------------

               No fractional shares of Common Stock shall be issued upon
          conversion of the Debentures.  Instead of any fractional interest
          in a share of Common Stock which would otherwise be deliverable
          upon the conversion of the Debenture, the Company shall make an
          adjustment to the nearest 1/100th of a share in cash at the
          current market price thereof at the close of business on the
          Business Day next preceding the day of conversion.

               Section 6.4  Adjustment of Conversion Price.
               --------------------------------------------

               The Conversion Price shall be adjusted from time to time as
          follows:

                    (a)  In case the Company shall hereafter (i) pay a
          dividend or make a distribution on its Common Stock in shares of
          Common Stock, (ii) subdivide its outstanding shares of Common
          Stock into a greater number of shares, (iii) combine its
          outstanding shares of Common Stock into a smaller number of
          shares, or (iv) issue by reclassification of its Common Stock any
          shares of capital stock of the Company, the Conversion Price in
          effect immediately prior to such action shall be adjusted so that
          the holder of any Debenture thereafter surrendered for conversion
          shall be entitled to receive the number of shares of Common Stock
          or other capital stock of the Company which it would have owned
          immediately following such action had such Debenture been
          converted immediately prior thereto.  An adjustment made pursuant
          to this subsection (a) shall become effective immediately after
          the record date in the case of dividend or distribution and shall
          become effective immediately after the effective date in the case
          of a subdivision, combination or reclassification.  If, as a
          result of an adjustment made pursuant to this subsection (a), the
          holder of any Debenture thereafter surrendered for conversion
          shall become entitled to receive shares of two or more classes of
          capital stock or shares of Common Stock and other capital stock
          of the Company, the Board of Directors of the Company (whose
          determination shall be conclusive) shall determine the allocation
          of the adjusted Conversion Price between or among shares of such
          classes of capital stock or shares of Common Stock and other
          capital stock.

                    (b)  In case the Company shall hereafter issue rights
          or warrants to holders of its outstanding shares of Common Stock
          generally entitling them (for a period expiring within 45 days
          after the record date mentioned below) to subscribe for or
          purchase shares of Common Stock at a price per share less than
          the current market price per share (as determined pursuant to
          subsection (d) of this Section 6.4) of the Common Stock on the
          record date mentioned below, the Conversion Price of the shares
          of Common Stock shall be adjusted so that the same shall equal
          the price determined by multiplying the Conversion Price in
          effect immediately prior to the date of issuance of such rights
          or warrants by a fraction of which the numerator shall be the
          number of shares of Common Stock outstanding on the date of
          issuance of such rights or warrants plus the number of shares
          which the aggregate offering price of the total number of shares
          so offered would purchase at such current market price, and of
          which the denominator shall be the number of shares of Common
          Stock outstanding on the date of issuance of such rights or
          warrants plus the number of additional shares of Common Stock
          offered for subscription or purchase.  Such adjustment shall
          become effective immediately after the record date for the
          determination of stockholders entitled to receive such rights or
          warrants.

                    (c)  In case the Company shall hereafter distribute to
          holders of its outstanding Common Stock generally evidences of
          its indebtedness or assets (excluding any cash dividend paid from
          retained earnings of the Company and dividends or distributions
          payable in stock from which adjustment is made pursuant to
          subsection (a) of this Section 6.4) or rights or warrants to
          subscribe to securities of the Company (excluding those referred
          to in subsection (b) of this Section 6.4), then in each such case
          the Conversion Price of the shares of Common Stock shall be
          adjusted so that the same shall equal the price determined by
          multiplying the Conversion Price in effect immediately prior to
          the date of such distribution by a fraction of which the
          numerator shall be the current market price per share (determined
          as provided in subsection (d) of this Section 6.4) of the Common
          Stock on the record date mentioned below less the then fair
          market value (as determined by the Board of Directors, whose
          determination shall be conclusive) of the portion of the
          evidences of indebtedness or assets so distributed to the holder
          of one share of Common Stock or of such subscription rights or
          warrants applicable to one share of Common Stock, and of which
          the denominator shall be such current market price per share of
          Common Stock.  Such adjustment shall become effective immediately
          after the record date for the determination of stockholders
          entitled to receive such distribution.

                    (d)  For the purpose of any computation under
          subsections (b) and (c) of this Section 6.4, the current market
          price per share of Common Stock on any date shall be deemed to be
          the average of the daily market prices for the twenty (20)
          consecutive Business Days before the day in question.

                    (e)  In any case in which this Section 6.4 shall
          require that an adjustment be made immediately following a record
          date, the Company may elect to defer (but only until five
          business days following the filing by the Company with the
          Purchaser of the certificate of independent public accountants
          described in subsection (g) of this Section 6.4) issuing to the
          holder of any Debenture converted after such record date the
          shares of Common Stock issuable upon such conversion over and
          above the shares of Common Stock issuable upon such conversion on
          the basis of the Conversion Price prior to adjustment.

                    (f)  No adjustment in the Conversion Price shall be
          required unless such adjustment would require an increase or
          decrease of at least 1% of such price; provided, however, that
          any adjustments which by reason of this subsection (f) are not
          required to be made shall be carried forward and taken into
          account in any subsequent adjustment, and provided further, that
          adjustment shall be required and made in accordance with the
          provisions of this Section 6.4 (other than this subsection (f))
          not later than such time as may be required in order to preserve
          the tax-free nature of a distribution to the holders of
          Debentures or Common Stock.  All calculations under this Section
          6.4 shall be made to the nearest cent or to the nearest 1/100th
          of a share, as the case may be.  Anything in this Section 6.4 to
          the contrary notwithstanding, the Company shall be entitled to
          make such reductions in the Conversion Price, in addition to
          those required by this Section 6.4, as it in its discretion shall
          determine to be advisable in order that any stock dividend,
          subdivision of shares, distribution of rights to purchase stock
          or securities, or distribution of securities convertible into or
          exchangeable for stock hereafter made by the Company to its
          stockholders shall not be taxable.

                    (g)  Whenever the Conversion Price is adjusted as
          herein provided, (i) the Company shall promptly deliver to the
          Purchaser a certificate of a firm of independent public
          accountants setting forth the Conversion Price after such
          adjustment and setting forth a brief statement of the facts
          requiring such adjustment and the manner of computing the same,
          which certificate shall be conclusive evidence of the correctness
          of such adjustment and (ii) a notice stating that the Conversion
          Price has been adjusted and setting forth the adjusted Conversion
          Price shall forthwith be given by the Company to the Purchaser. 

                    (h)  In the event that at any time as a result of an
          adjustment made pursuant to subsection (a) of this Section 6.4,
          the holder of any Debenture thereafter surrendered for conversion
          shall become entitled to receive any shares of the Company other
          than shares of Common Stock, thereafter the conversion price (if
          any) of such other shares so receivable upon conversion of any
          Debenture shall be subject to adjustment from time to time in a
          manner and on terms as nearly equivalent as practicable to the
          provisions with respect to Common Stock contained in this Section
          6.4.

               Section 6.5  Notice of Certain Corporate Action.
               ------------------------------------------------

               In case:

                    (a)  the Company shall take any action which would
          require an adjustment in the Conversion Price pursuant to
          subsection (a), (b) or (c) of Section 6.4; or

                    (b)  the Company shall authorize the granting to the
          holders of its Common Stock of rights or warrants to subscribe
          for or purchase any shares of stock of any class or of any other
          rights; or

                    (c)  there shall be any capital reorganization or
          reclassification of the Common Stock (other than a subdivision or
          combination of the outstanding Common Stock and other than a
          change in the par value of the Common Stock), or any
          consolidation or merger to which the Company is a part or any
          statutory exchange of securities with another corporation and for
          which approval of any stockholders of the Company is required, or
          any sale or transfer of all or substantially all of the assets of
          the Company; or

                    (d)  there shall be a voluntary or involuntary
          dissolution, liquidation or winding-up of the Company;

          then the Company shall provide to Purchaser, at least ten (10)
          days prior to the applicable date hereinafter specified, a notice
          stating (i) the date on which a record is to be taken for the
          purpose of such distribution or rights, or, if a record is not to
          be taken, the date as of which the holders of Common Stock of
          record to be entitled to such distribution or rights are to be
          determined, or (ii) the date on which such reorganization,
          reclassification, consolidation, merger, sale, transfer,
          dissolution, liquidation or winding-up is expected to become
          effective, and the date as of which it is expected that holders
          of Common Stock of record shall be entitled to exchange their
          shares of Common Stock for securities or other property
          deliverable upon such reorganization, reclassification,
          consolidation, merger, sale, transfer, dissolution, liquidation
          or winding-up.  Failure to give such notice or any defect therein
          shall not affect the legality or validity of the proceedings
          described in subsection (a), (b), (c) or (d) of this Section 6.5.

               Section 6.6  The Company to Provide Stock.
               ------------------------------------------

               The Company covenants that it will at all times reserve and
          keep available, free from preemptive rights, out of the aggregate
          of its authorized but unissued shares of Common Stock or its
          issued shares of Common Stock held in its treasury, or both, for
          the purpose of effecting conversions of the Debenture, the full
          number of shares of Common Stock deliverable upon the conversion
          of the Debentures. 

               Before taking any action which would cause an adjustment
          reducing the Conversion Price below the then par value (if any)
          of the shares of Common Stock deliverable upon conversion of the
          Debenture, the Company will take any corporate action which may,
          in the opinion of its counsel, be necessary in order that the
          Company may validly and legally issue fully paid and non-
          assessable shares of Common Stock at such adjusted Conversion
          Price.

               Prior to the delivery of any securities which the Company
          shall be obligated to deliver upon conversion of the Debenture,
          the Company shall comply with all federal and state laws and
          regulations thereunder requiring the registration of such
          securities with, or any approval of or consent to the delivery
          thereof by, any governmental authority.

               Section 6.7  Taxes on Conversions.
               ----------------------------------

               The Company will pay any and all documentary stamp or
          similar issue or transfer taxes payable in respect of the issue
          or delivery of shares of Common Stock upon conversion of the
          Debenture pursuant hereto; provided, however, that the Company
          shall not be required to pay any tax which may be payable in
          respect of any transfer involved in the issue or delivery of
          shares of Common Stock in a name other than that of Purchaser,
          and no such issue or delivery shall be made unless and until the
          person requesting such issue or delivery has paid to the Company
          the amount of any such tax or has established, to the
          satisfaction of the Company, that such tax has been paid.

               Section 6.8  Covenant as to Stock.
               ----------------------------------

               The Company covenants that all shares of Common Stock which
          may be delivered upon conversion of the Debenture will upon
          delivery be duly and validly issued and fully paid and
          nonassessable, free of all liens and charges and not subject to
          any preemptive rights.

               Section 6.9  Consolidation or Merger.
               -------------------------------------

               Notwithstanding any other provision herein to the contrary,
          in case of any consolidation or merger to which the Company is a
          party other than a merger or consolidation in which the Company
          is the continuing corporation, or in case of any sale or
          conveyance to another corporation of the property of the Company
          as an entirety or substantially as an entirety, or in the case of
          any statutory exchange of securities with another corporation
          (including any exchange effected in connection with a merger of a
          third corporation into the Company), there shall be no
          adjustments under Section 6.4 but the Purchaser shall have the
          right thereafter to convert such Debenture into the kind and
          amount of securities, cash or other property which he would have
          owned or have been entitled to receive immediately after such
          consolidation, merger, statutory exchange, sale or conveyance had
          such Debenture been converted immediately prior to the effective
          date of such consolidation, merger, statutory exchange, sale or
          conveyance and in any such case, if necessary, appropriate
          adjustment shall be made in the application of the provisions set
          forth in this Article VI with respect to the rights and interests
          thereafter of the holders of the Debentures, to the end that the
          provisions set forth in this Article VI shall thereafter
          correspondingly be made applicable, as nearly as may reasonably
          be, in relation to any shares of stock or other securities or
          property thereafter deliverable on the conversion of the
          Debentures.  Any such adjustment shall be approved by a firm of
          independent public accountants, evidenced by a certificate to
          that effect; and any adjustment so approved shall for all
          purposes hereof conclusively be deemed to be an appropriate
          adjustment.

               The above provisions of this Section 6.9 shall similarly
          apply to successive consolidations, mergers, statutory exchanges,
          sales or conveyances.


            ARTICLE VII - RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS

               Section 7.1  Legends; Restrictions on Conversion and
               ----------------------------------------------------
          Transfer.
          ---------

               Neither the Debenture nor the shares of Common Stock
          issuable upon conversion of the Debenture have been registered
          under the Securities Act or any state securities laws.   Each
          Debenture issued pursuant to this Agreement and each stock
          certificate issued upon the conversion of any Debenture (except
          as permitted by this Article VII) shall bear a legend in
          substantially the following form:

               NEITHER THIS DEBENTURE NOR THE SHARES OF COMMON STOCK
               ISSUABLE UPON THE CONVERSION HEREOF HAVE BEEN REGISTERED
               UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
               "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAW AND
               MAY NOT BE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH
               APPLICABLE STATE SECURITIES LAWS, OR (ii) IN THE OPINION OF
               COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY REGISTRATION
               UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
               LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

               The outstanding Common Stock of the Company evidenced by a
          certificate bearing such a legend is sometimes referred to herein
          as "Legend Stock."  Any certificate issued at any time in
          exchange or substitution for any certificate bearing such a
          legend (except a new certificate issued upon completion of a
          public distribution under a registration statement under the
          Securities Act of the securities represented thereby) shall also
          bear such a legend unless in the opinion of counsel to such
          holder, specified in subsection 7.2 below, the securities
          represented thereby are no longer subject to the restrictions
          described herein.  The provisions of this Article VII shall be
          binding upon all subsequent holders of Legend Stock, shall also
          be applicable to and inure to the benefit of all subsequent
          holders of the Debentures.

               Section 7.2  Notice of Intention to Convert or Transfer;
               --------------------------------------------------------
          Opinions of Counsel.
          --------------------

               The Debentures and the Legend Stock to be issued upon such
          conversion thereof shall not be transferable except upon the
          conditions specified in this Article VII.  Each holder of any
          Debenture or Legend Stock, by acceptance thereof, agrees, prior
          to any transfer of such Debenture or Legend Stock or in the
          Conversion Notice delivered pursuant to Section 6.2 above, in
          connection with any conversion of such Debenture, to give written
          notice to the Company of such holder's intention to effect such
          transfer or conversion and briefly describe the manner of the
          proposed transfer or, in the case of conversion, whether such
          holder intends to retain or dispose of the Common Stock issuable
          upon the proposed conversion and, if applicable, the intended
          method of disposition, such notice of intended transfer or
          Conversion Notice shall be accompanied by, if applicable, a copy
          of the opinion of counsel to such holder reasonably satisfactory
          to the Company, to the effect that registration under the
          Securities Act of such Debenture or Legend Stock or Common Stock,
          as the case may be, in connection with such proposed transfer,
          disposition or retention upon such proposed conversion is not
          required.  If in the opinion of such counsel, the proposed
          transfer of such Debenture or Legend Stock, or the proposed
          disposition or retention of Common Stock to be issued upon such
          conversion, may be effected without registration of such
          Debenture, Legend Stock or Common Stock, as the case may be,
          under the Securities Act, such holder shall be entitled to
          transfer such Debenture or Legend Stock or to dispose or retain
          such Common Stock to be issued upon conversion, in accordance
          with the terms of the notice delivered by such holder to the
          Company. The Company will promptly upon such conversion or
          transfer deliver new Debentures or certificates for Common Stock
          not bearing a legend of the character set forth in Section 7.1,
          unless in the opinion of such counsel subsequent disposition by
          such holder or by others of the Common Stock to be issued upon
          conversion or of the Legend Stock to be so transferred may
          require registration under the Securities Act.  If the proposed
          transfer of such Debenture or Legend Stock, or the proposed
          disposition or retention of the Common Stock to be issued upon
          such conversion, may not be affected without registration of such
          Debenture, Legend Stock or Common Stock under the Securities Act,
          the holder thereof shall not be entitled to transfer such
          Debenture, such Legend Stock or Common Stock in the absence of an
          effective registration statement.

               Section  7.3  Requested Registration.
               -------------------------------------

                    (a)  General.  If the Company shall receive from
          Initiating Holders at any time or times a written request that
          the Company effect any registration with respect to Registrable
          Securities, in an offering to be firmly underwritten by
          underwriters selected by the Initiating Holders (subject to the
          consent of the Company, which consent will not be unreasonably
          withheld), the Company will:  

                         (i)  promptly give written notice of the proposed
                              registration to all other  holders of
                              Registrable Securities; and

                         (ii) as soon as practicable, use its best efforts
                              to effect such registration (including,
                              without limitation, filing post-effective
                              amendments, appropriate qualifications under
                              applicable blue sky or other state securities
                              laws, and appropriate compliance with the
                              Securities Act) as would permit or facilitate
                              the sale and distribution of all or such
                              portion of such Registrable Securities as are
                              specified in such request, together with all
                              or such portion of the Registrable Securities
                              of any holders of Registrable Securities
                              joining in such request as are specified in a
                              written request received by the Company
                              within twenty (20) days after such written
                              notice from the Company is mailed or
                              delivered.

                    The Company shall only be required to effect, pursuant
          to this Section 7.3, one (1) registration of Registrable
          Securities in any calendar year.

                    (b)  Proviso.  The Company shall not be obligated to
          effect, or to take any action to effect, any such registration
          pursuant to this Section 7.3:

                         (i)   In any particular jurisdiction in which the
                               Company would be required, solely as a
                               result of effecting registration,
                               qualification or compliance and except as
                               may otherwise be required by the Securities
                               Act, to (A) execute a general consent to
                               service of process (other than a uniform
                               consent to service of process in connection
                               with the offer and sale of securities),
                               unless the Company is already subject to
                               service in such jurisdiction or (B) qualify
                               to do business as a foreign corporation;

                         (ii)  During the period starting with the date
                               fifteen (15) days prior to the Company's
                               good faith estimate of the date of filing
                               of, and ending on a date ninety (90) days
                               after the effective date of, a Company-
                               initiated registration, provided that the
                               Company is actively employing in good faith
                               all reasonable efforts to cause such
                               registration statement to become effective;
                               or

                         (iii) If the Initiating Holders propose to dispose
                               of shares of Registrable Securities which
                               may be immediately registered on Form S-3
                               pursuant to a request made under Section 7.5
                               hereof.

                    (c)  Deferral of Registration.  The Company shall file
          a registration statement covering the Registrable Securities so
          requested to be registered as soon as practicable after receipt
          of the request or requests of the Initiating Holders; provided,
          however, that if (i) in the good faith judgment of the Board of
          Directors of the Company, such registration would be materially
          detrimental to the Company because there exist bona fide
          financing, acquisition or other activities of the Company and the
          Board of Directors of the Company concludes, as a result, that it
          is essential to defer the filing of such registration statement
          at such time, and (ii) the Company shall furnish to the
          Initiating Holders a certificate signed by the Chief Executive
          Officer of the Company stating that in the good faith judgment of
          the Board of Directors of the Company, it would be materially
          detrimental to the Company for such registration statement to be
          filed in the near future and that it is, therefore, essential to
          defer the filing of such registration statement, then the Company
          shall have the right to defer such filing (except as provided in
          subsection (b)(ii) above) for a period of not more than ninety
          (90) days after receipt of the request of the Initiating Holders,
          and, provided further, that the Company shall not defer its
          obligation in this manner more than once in any twelve-month
          period.

                    The registration statement filed pursuant to the
          request of the Initiating Holders may, subject to the provisions
          of Sections 7.3(b) hereof, include other securities of the
          Company, with respect to which registration rights have been
          granted, and may include securities of the Company being sold for
          the account of the Company, provided that all the Registrable
          Shares for which the Initiating Holders have requested
          registration shall be covered by such registration statement
          before any other securities are included.

                    (d)  Underwriting.  The right of any other holders of
          Registrable Securities joining in a request for registration as
          provided in Subsection (a)(i) above to registration pursuant to
          this Section 7.3 shall be conditioned upon such holder's
          participation in such underwriting and the inclusion of such
          holder's Registrable Securities in the underwriting on the same
          terms as those of the Initiating Holders (unless otherwise
          mutually agreed by a majority in interest of the Initiating
          Holders and such holder with respect to such participation and
          inclusion). 

                    (e)  Procedures.  In any registration pursuant to this
          Section 7.3, if the Company shall request inclusion of securities
          to be sold for its own account, or if other persons entitled to
          incidental registrations shall request inclusion in such
          registration pursuant to this Section 7.3, subsection (a)(i)
          above, the Initiating Holders shall, on behalf of all holders of
          Registrable Securities, offer to include such securities in the
          underwriting and may condition such offer on the acceptance by
          the Company or such other persons of the further applicable
          provisions of this Article VII.  The Company shall (together with
          all such other persons proposing to distribute their securities
          through such underwriting) enter into an underwriting agreement
          in customary form with the representative of the underwriter or
          underwriters selected for such underwriting by the Company, which
          underwriters are reasonably acceptable to a majority of the
          Initiating Holders.  Notwithstanding any other provision of this
          Section, if the representative of the underwriters advises the
          Initiating Holders of the need for an Underwriter's Cutback, the
          number of shares to be included in the underwriting or
          registration shall be allocated as set forth in Section 7.10
          hereof.  If a person who has requested inclusion in such
          registration as provided in this Subsection (e) does not agree to
          the terms of any such underwriting, such person shall be excluded
          therefrom by written notice from the Company, the underwriter or
          the Initiating Holders, and the securities owned by such
          person(s) shall be withdrawn from registration (the "Withdrawn
          Securities").  If there are any Withdrawn Securities and if there
          was an Underwriter's Cutback, then the Company shall offer to all
          holders who have retained rights to include securities in the
          registration the right to include additional securities in the
          registration in an aggregate amount equal to the number of
          Withdrawn Securities that would have been included in the
          registration after giving effect to the Underwriter's Cutback had
          such securities not been withdrawn, with such shares to be
          allocated among such Holders requesting additional inclusion in
          accordance with Section 7.10.

               Section 7.4  The Company Registration
               -------------------------------------

                    (a)  Notice and Procedures.  If the Company shall
          determine to register any of its Common Stock either for its own
          account or the account of a security holder or holders exercising
          their respective demand registration rights (other than pursuant
          to Sections 7.3 or 7.5 hereof), other than a registration
          relating solely to employee benefit plans (as defined under Rule
          405 of the Securities Act), or a registration relating solely to
          a Rule 145 transaction, or a registration on any registration
          form that does not permit secondary sales, the Company will:

                         (i)  promptly give written notice thereof to each
                              holder of Debentures or Registrable
                              Securities; and 

                         (ii) use its best efforts to include in such
                              registration (and any related qualification
                              under blue sky laws or other compliance),
                              except as set forth in Section 7.4(b) below,
                              and in any underwriting involved therein, all
                              the Registrable Securities specified in a
                              written request or requests, made by any
                              holder of Registrable Securities  and
                              received by the Company within ten (10) days
                              after the written notice from the Company
                              described in clause (i) above is mailed or
                              delivered by the Company, which written
                              request may specify the inclusion of all or a
                              part of such holder's Registrable Securities.

               Notwithstanding the foregoing, the Company shall not be
          required to register stock of the holders of Debentures more than
          one (1) time in any calendar year.
           
                    (b)  Underwriting.  If the registration of which the
          Company gives notice is for a registered public offering
          involving an underwriting, the Company shall so advise the
          holders of Registrable Securities as a part of the written notice
          given pursuant to Section 7.4(a)(i).  In such event, the right of
          any holders to registration pursuant to this Section shall be
          conditioned upon such holder's participation in such underwriting
          and the inclusion of such holder's Registrable Securities in the
          underwriting to the extent provided herein.  All holders of
          Registrable Securities proposing to distribute their securities
          through such underwriting shall (together with the Company and
          the other holders of securities of the Company with registration
          rights to participate therein distributing their securities
          through such underwriting) enter into an underwriting agreement
          in customary form with the representative of the underwriter or
          underwriters selected by the Company.

               Notwithstanding any other provision of this Section, if the
          representative of the underwriters advises the Company of the
          need for an Underwriter's Cutback, the representative may
          (subject to the limitations set forth below) limit the number of
          Registrable Securities to be included in the registration and
          underwriting; provided, however, that, unless the underwriters
          shall otherwise require, Registrable Securities shall be included
          in any over-allotment option granted to the underwriters before
          inclusion of any shares from the Company.  The Company shall
          advise all holders of securities requesting registration of the
          Underwriter's Cutback, and the number of shares of securities
          that are entitled to be included in the registration and
          underwriting shall be allocated first to the Company for
          securities being sold for its own account and thereafter as set
          forth in Section 7.10.  If any person does not agree to the terms
          of any such underwriting, it shall be excluded therefrom by
          written notice from the Company or the underwriter and any
          securities so excluded or withdrawn shall be Withdrawn
          Securities.

               If there are Withdrawn Securities  and if there was an
          Underwriter's Cutback, the Company shall then offer to all
          persons who have retained the right to include securities in the
          registration the right to include additional securities in the
          registration in an aggregate amount equal to the number of shares
          of Withdrawn Securities that would have been included in the
          registration after giving effect to the Underwriter's Cutback had
          such securities not been withdrawn, with such shares to be
          allocated among the persons requesting additional inclusion in
          accordance with Section 7.10 hereof.

               Section 7.5  Registration on Form S-3.
               --------------------------------------

                    (a)  If the Company has qualified for the use of Form
          S-3, in addition to the rights contained in the foregoing
          provisions of this Article VII, the holders of Registrable
          Securities shall have the right to request registrations on Form
          S-3 or any comparable or successor form (such requests shall be
          in writing and shall state the number of shares of Registrable
          Securities to be disposed of and the intended methods of
          disposition of such shares by such holder or holders (including
          whether such resales are to be made on a continuous basis
          pursuant to Rule 415)), provided, however, that the Company shall
          not be obligated to effect any such registration if (i) the
          holder of Registrable Securities, together with the holders of
          any other securities of the Company entitled to inclusion in such
          registration, propose to sell Registrable Securities and such
          other shares of Common Stock (if any) on Form S-3 at an aggregate
          price to the public of less than $500,000, or (ii) in the event
          that the Company shall furnish the certification described in
          paragraph 7.3(b)(ii) or 7.3(c) (but subject to the limitations
          set forth therein), or (iii) the Company will be required to
          obtain an audit (other than for its normal year-end audit) for
          such registration to become effective.  The Company shall only be
          required to effect one (1) registration of Registrable Securities
          pursuant to this Section 7.5 in each calendar year. 

                    (b)  If a request complying with the requirements of
          Section 7.5 hereof is delivered to the Company, the provisions of
          Sections 7.3(a)(i) and (ii) and Section 7.3(b) hereof shall apply
          to such registration.  If the registration is for an underwritten
          offering, the provisions of Sections 7.3(c) and 7.3(d) hereof
          shall also apply to such registration.

               Section 7.6  Expenses of Registration.
               --------------------------------------

               All Registration Expenses incurred in connection with any
          registration, qualification or compliance pursuant to Sections
          7.3, 7.4 and 7.5 hereof, shall be borne by the Company; provided,
          however, that a holder shall bear the Registration Expenses for
          any registration proceeding begun pursuant to Section 7.3 and
          subsequently withdrawn by that holder registering shares therein,
          unless such withdrawal is based upon (a) material adverse
          information relating to the Company that is different from the
          information known or available (upon request from the Company or
          otherwise) to the Initiating Holders at the time of their request
          for registration under Section 7.3, or (b) material adverse
          changes in the financial markets which result in a significant
          decline in the public market price for the Company's Common Stock
          of at least twenty percent (20%) from the date such registration
          proceeding is begun to the date of such withdrawal.  All Selling
          Expenses relating to securities so registered shall be borne by
          the holders of such securities pro rata on the basis of the
          number of shares of securities so registered on their behalf.

               Section 7.7  Registration Procedures.
               -------------------------------------

               In the case of each registration effected by the Company
          pursuant to this Agreement, the Company will use its best efforts
          to:

                    (a)  Prepare and file with the SEC a registration
          statement with respect to the securities to be registered on such
          form as the Company deems appropriate and is permitted or
          qualified to use, and shall use all reasonable efforts to cause
          such registration statement to become and remain effective for a
          period of ninety (90) days or until the holders have completed
          the distribution described in the registration statement relating
          thereto, whichever first occurs or, in the case of any
          registration of Registrable Securities on Form S-3 which are
          intended to be offered on a continuous or delayed basis, for such
          period as shall be necessary to keep the registration statement
          effective until all such Registrable Securities are sold;

                    (b)  Prepare and file with the SEC such amendments and
          supplements to such registration statement and the prospectus
          used in connection with such registration statement as may be
          necessary to comply with the provisions of the Securities Act
          with respect to the disposition of all securities covered by such
          registration statement;

                    (c)  Furnish to the holders of Registrable Securities
          to be included in a registration statement, at a reasonable time
          prior to the filing thereof with the SEC, a copy of the
          registration statement (and each amendment thereto) in the form
          the Company proposes to file same; and furnish such number of
          prospectuses and other documents incident thereto, including any
          amendment of or supplement to the prospectus, as such holder of
          Registrable Securities from time to time may reasonably request;

                    (d)  Notify each seller of Registrable Securities
          covered by such registration statement at any time when a
          prospectus relating thereto is required to be delivered under the
          Securities Act of the happening of any event as a result of which
          the prospectus included in such registration statement, as then
          in effect, includes an untrue statement of a material fact or
          omits to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading or
          incomplete in the light of the circumstances then existing, and
          prepare and furnish to such seller a reasonable number of copies
          of a supplement to or an amendment of such prospectus as may be
          necessary so that, as thereafter delivered to the purchasers of
          such shares, such prospectus shall not include an untrue
          statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading or incomplete in the light of the
          circumstances then existing;

                    (e)  Cause all such Registrable Securities registered
          pursuant hereunder to be listed on each securities exchange on
          which similar securities issued by the Company are then listed;
          and provide a transfer agent and registrar for all the securities
          registered pursuant to such registration statement and a CUSIP
          number for all such Registrable Securities, in each case not
          later than the effective date of such registration;

                    (f)  Otherwise use its best efforts to comply with all
          applicable rules and regulations of the SEC, and make available
          to its security holders, as soon as reasonably practicable, an
          earnings statement covering the period of at least twelve months,
          but not more than eighteen (18) months, beginning with the first
          month after the effective date of the registration statement,
          which earnings statement shall satisfy the provisions of Section
          11(a) of the Securities Act; and

                    (g)  In connection with any underwritten offering
          pursuant to a registration statement filed pursuant to Section
          7.3 or 7.5 hereof, the Company will enter into an underwriting
          agreement containing customary underwriting provisions so as to
          effect the offer and sale of the Common Stock.

               Section 7.8  Indemnification.
               -----------------------------

                    (a)  The Company will indemnify each holder of
          Registrable Securities, each of its officers, directors and
          partners, and each person controlling such holder within the
          meaning of Section 15 of the Securities Act, with respect to
          which registration has been effected pursuant to this Article
          VII, and each underwriter, if any, and each person who controls
          within the meaning of Section 15 of the Securities Act any
          underwriter, against all expenses, claims, losses, damages, and
          liabilities (or actions, proceedings, or settlements in respect
          thereof) arising out of or based on any untrue statement (or
          alleged untrue statement) of a material fact contained in any
          prospectus  (including any related registration statement,
          notification, or the like) incident to any registration under
          this Article VII, or based on any omission (or alleged omission)
          to state therein a material fact required to be stated therein or
          necessary to make the statements therein not misleading, or any
          violation by the Company of the Securities Act or any rule or
          regulation thereunder applicable to the Company and relating to
          action or inaction required of the Company in connection with any
          such registration, and will reimburse each such holder, each of
          its officers, directors, partners, and each person controlling
          such holder, each such underwriter, and each person who controls
          any such underwriter, for any legal and any other expenses
          reasonably incurred in connection with investigating and
          defending or settling any such claim, loss, damage, liability, or
          action, provided that the Company will not be liable in any such
          case to the extent that any such claim, loss, damage, liability
          or expense arises out of or is based on any untrue statement or
          omission based upon written information furnished to the Company
          by such holder or underwriter and stated to be specifically for
          use therein.  It is agreed that the indemnity agreement contained
          in this Section shall not apply to amounts paid in settlement of
          any such loss, claim, damage, liability, or action if such
          settlement is effected without the consent of the Company (which
          consent shall not be unreasonably withheld).

                    (b)  In connection with the registration or sale of
          shares of Registrable Securities pursuant to this Article VII,
          each holder whose Registrable Securities are included in such
          registration being effected under this Article VII, will
          indemnify the Company, each of its directors, officers, partners,
          and each underwriter, if any, of the Company's securities covered
          by such a registration statement, each person who controls the
          Company or such underwriter within the meaning of Section 15 of
          the Securities Act, against all claims, losses, damages and
          liabilities (or actions in respect thereof) arising out of or
          based on any untrue statement (or alleged untrue statement) of a
          material fact contained in any such registration statement or
          prospectus, or any omission (or alleged omission) to state
          therein a material fact required to be stated therein or
          necessary to make the statements therein not misleading, and will
          reimburse the Company and such directors, officers, partners,
          underwriters, or control person for any legal or any other
          expenses reasonably incurred in connection with investigating or
          defending any such claim, loss, damage, liability, or action, in
          each case to the extent, but only to the extent, that such untrue
          statement (or alleged untrue statement) or omission (or alleged
          omission) is made in such registration statement or prospectus,
          in reliance upon and in conformity with written information
          furnished to the Company by such holder of the Registrable
          Securities, and stated to be specifically for use therein;
          provided, however, that the obligations of such holder hereunder
          shall not apply to amounts paid in settlement of any such claims,
          losses, damages, or liabilities (or actions in respect thereof
          (if such settlement is effected without the consent of such
          holder, which consent shall not be unreasonably withheld); and
          provided that in no event shall any indemnity under this Section
          exceed the gross proceeds from the offering received by such
          holder.

                    (c)  Each party entitled to indemnification under this
          Section (the "Indemnified Party") shall give notice to the party
          or parties required to provide indemnification (the "Indemnifying
          Party") promptly after such Indemnified Party has actual
          knowledge of any claim as to which indemnity may be sought, and
          shall permit the Indemnifying Party to assume the defense of such
          claim or any litigation resulting therefrom, provided that
          counsel for the Indemnifying Party, who shall conduct the defense
          of such claim or any litigation resulting therefrom, shall be
          approved by the Indemnified Party (whose approval shall not be
          unreasonably withheld), and the Indemnified Party may participate
          in such defense at such party's expense, and provided further
          that the failure of any Indemnified Party to give notice as
          provided herein shall not relieve the Indemnifying Party of its
          obligations under this Section, to the extent such failure is not
          prejudicial.   No Indemnifying Party, in the defense of any such
          claim or litigation, shall, except with the consent of each
          Indemnified Party, consent to entry of any judgment or enter into
          any settlement that does not include as an unconditional term
          thereof the giving by the claimant or plaintiff to such
          Indemnified Party of a release from all liability in respect to
          such claim or litigation.  Each Indemnified Party shall furnish
          such information regarding itself or the claim in question as an
          Indemnifying Party may reasonably request in writing and as shall
          be reasonably required in connection with defense of such claim
          and litigation resulting therefrom.

                    (d)  If the indemnification provided for in this
          Section is held by a court of competent jurisdiction to be
          unavailable to an Indemnified Party with respect to any loss,
          liability, claim, damage, or expense referred to therein, then
          the Indemnifying Party, in lieu of indemnifying such Indemnified
          Party hereunder, shall contribute to the amount paid or payable
          by such Indemnified Party as a result of such loss, liability,
          claim, damage, or expense in such proportion as is appropriate to
          reflect the relative fault of the Indemnifying Party on the one
          hand and of the Indemnified Party on the other in connection with
          the statements or omissions that resulted in such loss,
          liability, claim, damage, or expense as well as any other
          relevant equitable considerations.  The relative fault of the
          Indemnifying Party and of the Indemnified Party shall be
          determined by reference to, among other things, whether the
          untrue or alleged untrue statement of a material fact or the
          omission to state a material fact relates to information supplied
          by the Indemnifying Party or by the Indemnified Party and the
          parties' relative intent, knowledge, access to information, and
          opportunity to correct or prevent such statement or omission.

                    (e)  Notwithstanding the foregoing, to the extent that
          the provisions on indemnification and contribution contained in
          the underwriting agreement entered into in connection with the
          underwritten public offering are in conflict with the foregoing
          provisions, the provisions in the underwriting agreement shall
          control.

               Section 7.9  Information by Holder.
               -----------------------------------

               Each holder of Registrable Securities shall furnish to the
          Company in writing such information regarding such holder and the
          distribution proposed by such holder as the Company or
          underwriters may reasonably request in writing and as shall be
          reasonably required in connection with any registration,
          qualification, or compliance referred to in this Section.

               Section 7.10  Allocation of Registration Opportunities.
               -------------------------------------------------------

               Except with regard to any registration of Registrable
          Securities commenced pursuant to the provisions of Section 7.3
          hereof, in any circumstance in which all of the Registrable
          Securities and other shares of Common Stock of the Company with
          registration rights (the "Other Shares") requested to be included
          in a registration on behalf of the holders of Registrable
          Securities or other selling stockholders cannot be so included as
          a result of limitations of the aggregate number of shares of
          Registrable Securities and Other Shares that may be so included,
          the number of shares of Registrable Securities and Other Shares
          that may be so included shall be allocated among the holders of
          Registrable Securities and other selling stockholders requesting
          inclusion of shares pro rata on the basis of the number of shares
          of Registrable Securities and Other Shares that would be held by
          such holders and other selling stockholders. If any holder of
          Registrable Securities or other selling stockholder does not
          request inclusion of the maximum number of shares of Registrable
          Securities and Other Shares allocated to him pursuant to this
          procedure, the remaining portion of his allocation shall be
          reallocated among those requesting holders of Registrable
          Securities and other selling stockholders whose allocations did
          not satisfy their requests pro rata on the basis of the number of
          shares of Registrable Securities and Other Shares which would be
          held by such holders and other selling stockholders, and this
          procedure shall be repeated until all of the shares of
          Registrable Securities and Other Shares which may be included in
          the registration on behalf of the holders of Registrable
          Securities and other selling stockholders have been so allocated. 
          The Company shall not limit the number of Registrable Securities
          to be included in a registration pursuant to this Agreement in
          order to include shares held by stockholders with no registration
          rights or to include in that registration shares of stock issued
          to employees, officers, directors, or consultants pursuant to the
          Company's stock option plan, or in order to include in such
          registration securities registered for the Company's own account.

               Section 7.11  Survival of Rights.
               ---------------------------------

               The provisions of Section 7.3 through 7.10 hereof shall
          survive the payment in full and/or the conversion of the
          Debentures.


                     ARTICLE VIII - EVENTS OF DEFAULT; REMEDIES

               Section 8.1  Events of Default.
               -------------------------------

               The occurrence of any one of the following shall constitute
          an "Event of Default" under this Agreement:

                    (a)  Default shall occur in the payment of interest on
          any Debenture when the same shall have become due; or 

                    (b)  Default shall occur in the making of any payment
          of the principal of any Debenture or the premium, if any, by the
          Company thereon at the expressed or any accelerated maturity date
          or at any date fixed by the Company for prepayment; or

                    (c)  Default continuing beyond the period of grace, if
          any, allowed with respect thereto shall be made in the payment of
          the principal of or interest on any Indebtedness of the Company
          or any Subsidiary (other than the Debentures) for (i) money
          borrowed evidenced by notes payable, drafts accepted, bonds,
          debentures, or similar instruments or (ii) obligations arising
          under any lease; or

                    (d)  Default continuing beyond the period of grace, if
          any, allowed with respect thereto shall be made in the payment of
          the principal of or interest on any Indebtedness of the Company
          or any Subsidiary (other than the Debentures and other than
          Indebtedness described in Section 8.3(c)), and the aggregate of
          such overdue principal and interest for all such defaulted
          Indebtedness shall exceed $50,000 at any one time; or

                    (e)  Default or the happening of any event shall occur
          under any contract, agreement, lease, indenture or other
          instrument under which any Indebtedness (other than the
          Debentures) of the Company or any Subsidiary may be issued and
          such default or event shall continue for a period of time
          sufficient to permit the acceleration of the maturity of any such
          indebtedness of the Company or any Subsidiary outstanding
          thereunder; or

                    (f)  Default shall occur in the observance or
          performance of the covenant contained in Section 5.13 hereof; or

                    (g)  Default shall occur in the observance or
          performance of any other provision of this Agreement which is not
          remedied within thirty (30) days after the earlier of (i) the
          date on which the Company first obtains knowledge of such Default
          and (ii) the date on which written notice thereof is given to the
          Company by the holder of any Debenture; or

                    (h)  Any representation or warranty made by the Company
          herein, or made by the Company in any statement or certificate
          furnished by the Company in connection with the consummation of
          the issuance and delivery of the Debentures or furnished by the
          Company pursuant hereto, is untrue in any material respect as of
          the date of the issuance or making thereof; or

                    (i)  Final judgment or judgments for the payment of
          money aggregating in excess of $100,000 is or are outstanding
          against the Company or any Subsidiary or against any property or
          assets of either and any one of such judgments has remained
          unpaid, unvacated, unbonded or unstayed by appeal or otherwise
          for a period of thirty (30) days from the date of its entry; or

                    (j)  The Company or any Subsidiary becomes insolvent or
          bankrupt, is generally not paying its debts as they become due or
          makes an assignment for the benefit of creditors, or the Company
          or any Subsidiary applies for or consents to the appointment of a
          custodian, trustee, liquidator, or receiver for the Company or
          such Subsidiary or for the major part of the property of either;
          or

                    (k)  A custodian, trustee, liquidator, or receiver is
          appointed for the Company or any Subsidiary or for the major part
          of the property of either and is not discharged within thirty
          (30) days after such appointment; or

                    (l)  Bankruptcy, reorganization, arrangement or
          insolvency proceedings, or other proceedings for relief under any
          bankruptcy or similar law or laws for the relief of debtors, are
          instituted by or against the Company or any Subsidiary and, if
          instituted against the company or any Subsidiary, are consented
          to or are not dismissed within thirty (30) days after such
          institution.

               Section 8.2  Notice to Holders.
               -------------------------------

               When any Event of Default described in the foregoing Section
          8.1 has occurred, or if the holder of any Debenture or of any
          other evidence of indebtedness of the Company gives any notice or
          takes any other action with respect to a claimed default, the
          Company agrees to give notice within three (3) Business Days of
          such event to all holders of the Debentures then outstanding.

               Section 8.3  Acceleration of Maturities.
               ----------------------------------------

               When any Event of Default described has occurred, then all
          outstanding Debentures shall immediately become due and payable
          without presentment, demand or notice of any kind, all of which
          are hereby expressly waived.  Upon the Debentures becoming due
          and payable as a result of any Event of Default as aforesaid, the
          Company will forthwith pay to the holders of the Debentures the
          entire principal and interest accrued on the Debentures.  No
          course of dealing on the part of any Debentureholder nor any
          delay or failure on the part of any Debentureholder to exercise
          any right shall operate as a waiver of such right or otherwise
          prejudice such holder's rights, powers and remedies.  The Company
          further agrees, to the extent permitted by law, to pay to the
          holder or holders of the Debentures all costs and expenses,
          including reasonable attorneys' fees, incurred by them in the
          collection of any Debentures upon any default hereunder or
          thereon.


                   ARTICLE IX - AMENDMENTS, WAIVERS AND CONSENTS

               Section 9.1  Consent Required.
               ------------------------------

               Any term, covenant, agreement or condition of this Agreement
          may, with the consent of the Company, be amended or compliance
          therewith may be waived (either generally or in a particular
          instance and either retroactively or prospectively), if the
          Company shall have obtained the consent in writing of the holders
          of at least 50% in aggregate principal amount of outstanding
          Debentures; provided that without the written consent of the
          holders of all of the Debentures then outstanding, no such
          waiver, modification, alteration or amendment shall be effective
          (a) which will change the time of payment of the principal of or
          the interest on any Debenture or reduce the principal amount
          thereof or change the rate of interest thereon, or (b) which will
          change any of the provisions with respect to optional
          prepayments, or (c) which will change the percentage of holders
          of the Debentures required to consent to any such amendment,
          modification or waiver of any of the provisions of this Article
          IX or Article VIII.

               Section 9.2  Solicitation of Debenture Holders.
               -----------------------------------------------

               The Company will not solicit, request or negotiate for or
          with respect  to any proposed amendment, modification or waiver
          of any of the provisions of this Agreement or the Debentures
          unless each holder of the Debentures (irrespective of the amount
          of Debentures then owned by it) shall be informed thereof by the
          Company and shall be afforded the opportunity of considering  the
          same and shall be supplied by the Company with sufficient
          information to enable it to make an informed decision with
          respect thereto.  Executed or true and correct copies of any
          waiver effected pursuant to the provisions of this Section 9.2
          shall be delivered by the Company to each holder of outstanding 
          Debentures forthwith following the date on which the same shall
          have been executed and delivered by the holder or holders of the
          requisite percentage of outstanding Debentures.  The  Company
          will not, directly or indirectly, pay or cause to be paid by
          remuneration, whether by way of supplemental or additional 
          interest, fee or otherwise, to any holder of the Debentures as
          consideration for or as an inducement to the entering into by any
          holder of the Debentures of any waiver or amendment of any of the
          terms and provisions of this Agreement unless such remuneration
          is concurrently paid, on the same terms, ratably to the holders
          of all of the Debentures then outstanding.

               Section 9.3  Effect of Amendment or Waiver.
               -------------------------------------------

               Any such amendment or waiver shall apply equally to all of
          the holders of the Debentures and shall be binding upon them,
          upon each future holder of any Debenture and upon the Company,
          whether or not such Debenture shall have been marked to indicate
          such amendment or waiver.  No such amendment or waiver shall
          extend to or affect any obligation not expressly amended or
          waived or impair any right consequent thereon.


                ARTICLE X - INTERPRETATION OF AGREEMENT; DEFINITIONS

               Section 10.1  Definitions.
               --------------------------

               Unless the context otherwise requires, the terms hereinafter
          set forth when sued herein shall have the following meanings and
          the following definitions shall be equally applicable to both the
          singular and plural forms of any of the terms herein defined:

               "Affiliate" shall mean any Person (other than a Restricted
          Subsidiary) (a) which directly or indirectly through one or more
          intermediaries controls, or is controlled by, or is under common
          control with, the Company, (b) which beneficially owns or holds
          5% or more of any class of the Voting Stock of the Company or (c)
          5% or more of the Voting Stock (or in the case of a Person which
          is not a corporation, 5% or more of the equity interest) of which
          is beneficially owned or held by the Company or a Subsidiary. 
          The term "control" means take possession, directly or indirectly,
          of the power to  direct or cause the direction of the management
          and policies of a Person, whether through the ownership of Voting
          Stock, by contract or otherwise.

               "Business Day" shall mean any day other than a Saturday,
          Sunday, or other day on which banks in Tennessee are authorized
          to close.

               "Default" shall mean any event or condition, the occurrence
          of which would, with the lapse of time or the giving of notice,
          or both, constitute an Event of Default as defined in Section
          8.1.

               "Event of Default" shall have the meaning set forth in
          Section 8.1 hereof.

               "Guaranties" by any Person shall mean all obligations (other
          than endorsements in the ordinary course of business of
          negotiable instruments for deposit or collection) of such Person
          guaranteeing, or in effect guaranteeing, any Indebtedness,
          dividend or other obligation of any other Person (the "primary
          obligor") in any manner, whether directly or indirectly,
          including, without limitation, all obligations incurred through
          an agreement, contingent or otherwise, by such Person:  (a) to
          purchase such Indebtedness or obligation or any property or
          assets constituting security therefor, (b) to advance or supply
          funds (i) for the purchase or payment of such Indebtedness or
          obligation, (ii) to maintain working capital or other balance
          sheet condition or (iii) otherwise to advance or make available
          funds for the purchase or payment of such Indebtedness or
          obligation, or (c) to lease property or to purchase Securities or
          other property or services primarily for the purpose of assuring
          the owner of such Indebtedness or obligation of the ability of
          the primary obligor to make payment of the Indebtedness or
          obligation, or (d) otherwise to assure the owner of the
          Indebtedness or obligation of the primary obligor against loss in
          respect thereof.  For the purposes of all computations made under
          this Agreement, a Guaranty in respect of any Indebtedness for
          borrowed money shall be deemed to be Indebtedness equal to the
          principal amount of such Indebtedness for borrowed money which
          has been guaranteed, and a Guaranty in respect of any other
          obligation or liability or any dividend shall be deemed to be
          Indebtedness equal to the maximum aggregate amount of such
          obligation, liability or dividend.

               "Indebtedness" of any Person shall mean and include all
          obligations of such Person which in accordance with generally
          accepted accounting principles shall be classified upon a balance
          sheet of such Person as liabilities of such Person, and in any
          event shall include all (a) obligations of such Person for
          borrowed money or which have been incurred in connection with the
          acquisition of property or assets, (b) obligations secured by any
          lien or other charge upon property or assets owned by such
          Person, even though such Person has not assumed or become liable
          for the payment of such obligations, (c) obligations created or
          arising under any conditional sale or other title retention
          agreement with respect to property acquired by such Person,
          notwithstanding the fact that the rights and remedies of the
          seller, Purchaser or lessor under such agreement in the Event of
          Default are limited to repossession or sale or property, (d)
          capitalized rentals, and (e) Guaranties of obligations of others
          of the character referred to in this definition.

               "Initiating Holders" shall mean holders of Debentures and
          Legend Stock who in the aggregate hold not less than twenty five
          percent (25%) of the shares of Common Stock received or
          receivable upon conversion of the aggregate principal amount of
          the Debenture initially issued, and who exercise rights to
          request registration under Section 7.3.

               "Investments" shall mean all investments, in cash or by
          delivery of property made, directly or indirectly in any Person,
          whether by acquisition of shares of capital stock, indebtedness
          or other obligations or Securities or by loan, advance, capital
          contribution or otherwise; provided, however that "Investments"
          shall not mean or include routine investments in property to be
          used or consumed in the ordinary course of business.

               "Materially Adverse Effect" shall mean a materially adverse
          effect upon the business, assets, liabilities, financial
          condition, results of operations or business prospects, in each
          case of the Company and its Subsidiaries taken as a whole, or
          upon the ability of the Company to perform its obligations under
          this Agreement, the Debentures or the other Operative Documents.

               "Person" shall mean an individual, partnership, corporation,
          trust or unincorporated organization, and a government or agency
          or political subdivision thereof.

               "Register," "registered" and "registration" shall refer to a
          registration effected by preparing and filing a registration
          statement in compliance with the Securities Act and applicable
          rules and regulations thereunder, and the declaration or ordering
          of the effectiveness of such registration statement and such
          other action as might be required with respect to registration,
          qualification or compliance under applicable state securities
          laws.

               "Registration Expenses" shall mean all expenses incurred in
          effecting any registration pursuant to this Agreement, including,
          without limitation, all registration, qualification, and filing
          fees, printing expenses, escrow fees, fees and disbursements of
          counsel for the Company, blue sky fees and expenses, expenses of
          any regular or special audits incident to or required by any such
          registration and fees and reasonable disbursements of one counsel
          for the holders as selling stockholders, but shall not include
          Selling Expenses.

               "Registrable Securities" shall mean shares of Common Stock
          issued or issuable pursuant to the conversion of the Debentures;
          provided, however, that Registrable Securities shall not include
          any shares of Common Stock which have previously been registered
          under the Securities Act.

               "Rule 144" shall mean Rule 144 as promulgated by the SEC
          under the Securities Act, as such Rule may be amended from time
          to time, or any similar successor rule that may be promulgated by
          the SEC.

               "Rule 145" shall mean Rule 145 as promulgated by the
          Commission under the Securities Act, as such Rule may be amended
          from time to time, or any similar successor rule that may be
          promulgated by the SEC.

               "Security" shall have the same meaning as in Section 2(1) of
          the Securities Act of 1933, as amended.

               "Selling Expenses" shall mean all underwriting discounts,
          selling commissions and stock transfer taxes applicable to the
          sale of Registrable Securities and fees and disbursements of
          counsel for any stockholder (other than the fees and
          disbursements of counsel for the selling stockholders included in
          Registration Expenses).

               The term "Subsidiary" shall mean, as to any particular
          parent corporation, any corporation of which more than 50% (by
          number of votes) of the Voting Stock shall be owned by such
          parent corporation and/or one or more corporations which are
          themselves Restricted Subsidiaries of such parent corporation. 
          The term "Subsidiary" shall mean a subsidiary of the Company.

               "Underwriter's Cutback" shall mean a reduction in the number
          of shares to be included in any underwritten offering as the
          result of receipt of written notice from the representative of
          the underwriters to the effect that adverse marketing factors
          require a limitation on the number of shares to be underwritten.

               "Voting Stock" shall mean Securities of any class or classes
          the holders of which are ordinarily, in the absence of
          contingencies, entitled to elect a majority of the corporate
          directors (or Persons performing similar functions).

               Section 11.2  Accounting Principles.
               ------------------------------------

               Where the character or amount of any asset or liability or
          item of income or expense is required to be determined or any
          consolidation or other accounting computation is required to be
          made for the purposes of this Agreement, the same shall be done
          in accordance with GAAP, to the extent applicable, except where
          such principles are inconsistent with the requirements of this
          Agreement.

               Section 11.3  Directly or Indirectly.
               -------------------------------------

               Where any provision in this Agreement refers to action to be
          taken by any Person, or which such Person is prohibited from
          taking such provision shall be applicable whether the action in
          question is taken directly or indirectly by such Person.


                            SECTION XII - MISCELLANEOUS

               Section 12.1  Expenses, Stamp Tax Indemnity.
               --------------------------------------------

               Whether or not the transactions herein contemplated shall be
          consummated, the Company agrees to pay directly all of
          Purchaser's out-of-pocket expenses in connection with the
          entering into of this Agreement and the consummation of the
          transactions contemplated hereby, including but not limited to
          the reasonable fees, expenses and disbursements of Sherrard &
          Roe, PLC, Purchaser's counsel.  The Company also agrees that it
          will pay and save Purchaser harmless against any and all
          liability with respect to stamp and other taxes, if any, which
          may be payable in connection with the execution and delivery of
          this Agreement or the Debentures, whether or not any Debentures
          are then outstanding.  The Company agrees to protect and
          indemnify Purchaser against any liability for any and all
          brokerage fees and commissions payable or claimed to be payable
          to any Person in connection with the transactions contemplated by
          this Agreement. 

               Section 12.2  Powers and Rights Not Waived; Remedies
               ----------------------------------------------------
          Cumulative.
          -----------

               No delay or failure on the part of the holder of any
          Debenture in the exercise of any power or right shall operate as
          a waiver thereof; nor shall any single or partial exercise of the
          same preclude any other of further exercise thereof, or the
          exercise of any other power or right, and the rights and remedies
          of the holder of any Debenture are cumulative to and are not
          exclusive of any rights or remedies any such holder would
          otherwise have, and no waiver or consent, given or extended
          pursuant to Article IX hereof, shall extend to or affect any
          obligation or right not expressly waived or consented to.

               Section 12.3  Notices.
               ----------------------

               All communications provided for hereunder shall be in
          writing and shall be delivered personally, or mailed by
          registered mail, or by prepaid overnight air courier, or by
          facsimile communication, in each case addressed:

            If  to Purchaser:  Tandem Capital, Inc.
                               500 Church Street
                               Suite 200
                               Nashville, Tennessee  37219
                               Fax:  (615) 726-1208
                               Attention:  Craig Macnab

            with a copy to:    Sherrard & Roe, PLC
                               424 Church Street, Suite 2000
                               Nashville, TN  37219
                               Fax:  (615) 742-4539
                               Attn:  Thomas J. Sherrard, Esq.

            If to the Company: Cover-All Technologies Inc.
                               18-01 Pollitt Drive 
                               Fair Lawn, New Jersey 07410
                               Fax:  (201) 791-9113
                               Attention:  Brian Magowan,
                                           Chairman of the Board


            with a copy to:    Reid & Priest LLP
                               40 West 57th Street
                               New York, New York
                               Fax:  (201) 603-2001
                               Attention:  Leonard Gubar, Esq.

          or such other address as Purchaser or the subsequent holder of
          any Debenture initially issued to Purchaser may designate to the
          Company in writing, or such other address as the Company may in
          writing designate to Purchaser or to a subsequent holder of the
          Debenture initially issued to Purchaser, provided, however, that
          a notice sent by overnight air courier shall only be effective if
          delivered at a street address designated for such purpose by such
          person and a notice sent by facsimile communication shall only be
          effective if made by confirmed transmission at a telephone number
          designated for such purpose by such person or, in either case, as
          Purchaser or a subsequent holder of any Debentures initially
          issued to Purchaser may designate to the Company in writing or at
          a telephone number herein set forth in the case of the Company.

               Section 12.4  Assignment.
               -------------------------

               This Agreement, the Debentures and the other Operative
          Documents may be endorsed, assigned and/or transferred in whole
          or in part by Purchaser, and any such holder and/or assignee of
          the same shall succeed to and be possessed of the rights and
          powers of Lender under all of the same to the extent transferred
          and assigned.  The Company shall not assign any of its rights nor
          delegate any of its duties under this Agreement or any of the
          other Operative Documents by operation of law or otherwise
          without the prior express written consent of Lender, and in the
          event the Company obtains such consent, this Agreement and the
          other Operative Documents shall be binding upon such assignee.

               Section 12.5  Survival of Covenants and Representations.
               --------------------------------------------------------

               All covenants, representations and warranties made by the
          Company and the Purchaser herein and in any certificates
          delivered pursuant hereto, whether or not in connection with the
          Closing Date, shall survive the closing and the delivery of this
          Agreement and the Debentures.

               Section 12.6  Severability.
               ---------------------------

               Should any part of this Agreement for any reason be declared
          invalid or unenforceable, such decision shall not affect the
          validity of any remaining portion, which remaining portion shall
          remain in force and effect as if this Agreement had been executed
          with the invalid or unenforceable portion thereof eliminated and
          it is hereby declared the intention of the parties hereto that
          they would have executed the remaining portion of this Agreement
          without including therein any such part, parts or portion which
          may for any reason, be hereafter declared invalid or
          unenforceable.

               Section 12.7  Governing Law.
               ----------------------------

               This Agreement and the Debentures issued and sold hereunder
          shall be governed by and construed in accordance with Tennessee
          law, without regard to its conflict of law rules.

               Section 12.8  Captions.
               -----------------------

               The descriptive headings of the various Sections or parts of
          this Agreement are for convenience only and shall not affect the
          meaning or construction of any of the provisions hereof.


                                    *     *     *


          <PAGE>


               IN WITNESS WHEREOF, the parties hereto have caused this
          Debenture Purchase Agreement to be executed and delivered by
          their duly authorized officers as of the date first written
          above.

                               COMPANY:

                               COVER-ALL TECHNOLOGIES INC.

                               By:    /s/ Brian Magowan
                                      ---------------------------------

                               Name:  Brian Magowan
                                      ---------------------------------

                               Title: Chairman & Chief Executive Officer
                                      ---------------------------------


                               PURCHASER:

                               SIRROM CAPITAL CORPORATION

                               By:    /s/ Craig Macnab
                                      --------------------------------

                               Name:  Craig Macnab
                                      --------------------------------

                               Title:  V.P.
                                      --------------------------------