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                            AGREEMENT AND PLAN OF MERGER

                                    BY AND AMONG

                       PRECEPT TRANSPORTATION SERVICES, LLC,

                          PRECEPT BUSINESS SERVICES, INC.,

                       GARDEN STATE ACQUISITION CORPORATION,

                   GARDEN STATE LEASING & RENT-A-CAR CORPORATION

                                        AND

                                     JOHN ROSE

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                            AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered 
into as of October 2, 1998, effective as of October 1, 1998, by and among 
Precept Transportation Services, LLC, a Nevada limited liability company 
("Precept Transportation"), Precept Business Services, Inc., a Texas 
corporation ("Precept"), Garden State Acquisition Corporation, a Texas 
corporation ("Merger Sub"), Garden State Leasing & Rent-A-Car Corporation, a 
New Jersey corporation (the "Company"), and John Rose (the "Stockholder").

                                      RECITALS:

     WHEREAS, all of the issued and outstanding capital stock of the Company 
consists of an aggregate of five (5) shares of Common Stock, without par 
value (the "Shares"), all of which are owned by the Stockholder; and

     WHEREAS, Precept (as the sole shareholder of Merger Sub), Merger Sub and 
the Company have each approved the merger of Company with and into the Merger 
Sub (the "Merger") in accordance with the New Jersey Business Corporation Act 
(the "New Jersey Law") and the Texas Business Corporation Act (the "Texas 
Law") and the provisions of this Agreement; and

     WHEREAS, it is intended for federal income tax purposes that the Merger 
qualify as a reorganization within the meaning of Sections 368(a)(1)(A) and 
368 (a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code").

     NOW, THEREFORE, in consideration of the foregoing premises and the 
mutual covenants, promises, representations, warranties and agreements 
contained herein, and for other good and valuable consideration, the receipt 
and sufficiency of which are hereby acknowledged, the parties hereto agree as 
follows:

                                      ARTICLE 1
                                     DEFINITIONS

     1.1    DEFINITIONS.  As used in this Agreement, the following terms 
shall have the meanings set forth below or in the section of this Agreement 
referenced below:

            "Accounts Receivable" is defined in Section 3.9.

            "Actual Net Worth" is defined in Section 2.7.1.

            "Affiliate" shall mean any director, officer, employee or 
shareholder of any Person, or member of the family of any such Person, or any 
corporation, partnership, trust or other entity in which any such Person, or 
any member of the family of any such Person, has a substantial interest or is 
an officer, director, trustee, partner or holder of more than five percent 
(5%) of the outstanding capital stock thereof.

            "Agreement" shall mean this Agreement and Plan of Merger.

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            "Buyer Party" is defined in Section 7.1.

            "CERCLA" is defined in Section 3.26.

            "Claim" is defined in Section 7.3.

            "Closing" is defined in Section 2.7.

            "Closing Date" is defined in Section 2.7.

            "Closing Date Price" is defined in Section 2.5.1.2.  

            "Code" is defined in the recitals.

            "Company" shall mean Garden State Leasing & Rent-A-Car 
Corporation, a New Jersey  corporation.

            "Constituent Corporations" is defined in Section 2.1.

            "Disclosure Schedule" is defined in the introductory paragraph to 
Article III.

            "Effective Time" is defined in Section 2.3

            "Employee Agreement" is defined in Section 2.6.3.

            "Environmental Laws" shall mean any and all laws, statutes, 
ordinances, rules, regulations, or orders of any Governmental Body pertaining 
to health or the environment currently in effect in any and all jurisdictions 
in which the Company owns property or conducts business, including without 
limitation, the Clean Air Act, as amended, the Comprehensive Environmental, 
Response, Compensation, and Liability Act of 1980 ("CERCLA"), as amended, the 
Federal Water Pollution Control Act, as amended, the Occupational Safety and 
Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 
1976 ("RCRA"), as amended, the Safe Drinking Water Act, as amended, the Toxic 
Substances Control Act, as amended, the Hazardous & Solid Waste Amendments 
Act of 1984, as amended, the Superfund Amendments and Reauthorization Act of 
1986, as amended, the Hazardous Materials Transportation Act, as amended, the 
Oil Pollution Act of 1990, any state laws implementing the foregoing federal 
laws, and all other environmental conservation or protection laws.  For 
purposes of this Agreement, the terms "hazardous substance" and "release" 
have the meanings specified in CERCLA and RCRA, and the term "disposal" has 
the meaning specified in RCRA; PROVIDED, HOWEVER, that to the extent the laws 
of the state in which the property is located establish a meaning for 
"hazardous substance," "release," or "disposal" that is broader than that 
specified in either CERCLA or RCRA, such broader meaning will apply.

            "ERISA" is defined in Section 3.17.1.

            "Financial Statements" is defined in Section 3.8.

            "GAAP" shall mean United States generally accepted accounting 
principles as may be modified from time to time.

            "Governmental Body" is defined in Section 3.7.

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            "Indemnified Party" is defined in Section 7.3.

            "Indemnifying Party" is defined in Section 7.3.

            "Intellectual Property" is defined in Section 3.22.

            "Liabilities" is defined in Section 3.10.

            "Lien" is defined in Section 3.5.

            "Losses" is defined in Section 7.1.

            "Material Adverse Effect" shall mean a material adverse effect on 
business, operations and assets.

            "Material Agreements" is defined in Section 3.20.

            "Merger Consideration" is defined in Section 2.5.2.

            "Merger" is defined in the Recitals.

            "Merger Sub" shall mean Garden State Acquisition Corporation, a 
Texas corporation.

            "New Jersey Law" is defined in the Recitals.

            "Parent Class A Common Stock" shall mean the Class A Common 
Stock, par value $.10 per share, of Precept Business Services, Inc., a Texas 
corporation.

            "Permits" is defined in Section 3.15.

            "Person" is defined in Section 3.13.

            "Precept" shall mean Precept Business Services, Inc., a Texas 
corporation.

            "Pre-Tax Earnings" is defined in Section 2.6.1.  

            "Precept Transportation" shall mean Precept Transportation 
Services, LLC, a Nevada limited liability  company.

            "Registered Intellectual Property" is defined in Section 3.22.
            "Registration Date" is defined in Section 4.7.2.

            "S-4 Registration Statement" is defined in Section 4.7.1.

            "SEC" shall mean the Securities and Exchange Commission.

            "Securities Act" is defined in Section 4.7.2.

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            "Seller Party" is defined in Section 7.2.

            "Shares" is defined in the Recitals.

            "Surviving Corporation" is defined in Section 2.1.

            "Tax" means any federal, state, local, or foreign income, gross 
receipts, license, payroll, employment, excise, severance, stamp, occupation, 
premium, windfall profits, environmental, customs duties, capital stock, 
franchise, profits, withholding, social security (or similar), unemployment, 
disability, real property, personal property, sales, use, transfer, 
registration, value added, alternative or add-on minimum, estimated, or other 
tax of any kind whatsoever, including any interest, penalty or addition 
thereto, whether disputed or not.  "Tax Return" means any return, 
declaration, report, claim for refund, information return or statement 
relating to Taxes, including any schedule or attachment thereto, and 
including any amendment thereof.

            "Texas Law" is defined in the Recitals.

            "Trading Day" shall mean each day on which there is active 
trading on NASDAQ and on which the Parent Class A Common Stock is so traded.

            "Transaction Documents" is defined in Section 3.2.

            "10-K Date" is defined in Section 4.9.

                                      ARTICLE 2
                   THE MERGER, EFFECTIVE TIME, CONVERSION OF SHARES

     2.1    THE MERGER.  At the Effective Time (as defined in Section 2.3 
below),  in accordance with this Agreement, the New Jersey Law and the Texas 
Law, the Company shall be merged with and into Merger Sub, the separate 
existence of the Company shall cease, and Merger Sub shall continue as the 
surviving corporation.  Merger Sub is sometime referred to herein as the 
"Surviving Corporation."  Merger Sub and the Company are hereinafter 
collectively referred to as the "Constituent Corporations," and each 
individually a "Constituent Corporation."

     1.2    EFFECT OF THE MERGER.  When the Merger has been effected, the 
Surviving Corporation shall thereupon and thereafter possess all of the 
public and private rights, privileges, powers and franchises and be subject 
to all the restrictions, disabilities and duties of each of the Constituent 
Corporations; and all and each of the rights, privileges, powers and 
franchises of each of the Constituent Corporations and all property, real, 
personal and mixed, and all debts due to either of the Constituent 
Corporations on whatever account, as well for stock subscriptions and all 
other things in action or belonging to each of such corporations, shall be 
vested in the Surviving Corporation; and all property, rights, privileges, 
powers and franchises, and all and every other interest shall be thereafter 
as effectually the property of the Surviving Corporation as they were of the 
respective Constituent Corporations, and the title to any real estate vested 
by deed or otherwise, in any of such Constituent Corporations, shall not 
revert or be in any way 

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impaired by reason of the Merger; but all rights of creditors and all liens 
upon any property of any of the Constituent Corporations shall be preserved 
unimpaired, and all debts, liabilities and duties of the respective 
Constituent Corporations shall thenceforth attach to the Surviving 
Corporation, and may be enforced against it to the same extent as if such 
debts, liabilities and duties had been incurred or contracted by it.

     1.3    CONSUMMATION OF THE MERGER.  As soon as is practicable after the 
satisfaction or waiver of the conditions set forth in Article VI hereof, the 
parties hereto will cause the Merger to be consummated by filing with the 
Secretary of State of New Jersey a Certificate of Merger in such form as 
required by, and executed in accordance with, the relevant provisions of the 
New Jersey Law, and by filing with the Secretary of Texas Articles of Merger 
in such form as required by, and executed in accordance with, the relevant 
provisions of the Texas Law.  The Effective Time of the Merger (the 
"Effective Time") shall be the later of the effectiveness of such filings.

     1.4    CERTIFICATE OF INCORPORATION; BYLAWS, DIRECTORS AND OFFICERS.  
The Certificate of Incorporation and Bylaws of the Surviving Corporation 
shall be the Certificate of Incorporation and Bylaws of Merger Sub as in 
effect immediately prior to the Effective Time.  At the Effective Time, David 
L. Neely, Ronald P. Sorci, William Solomon, Layne Deutscher and John Rose 
shall be the initial directors of the Surviving Corporation and shall serve 
until their successors have been duly elected or appointed and qualified or 
until their earlier death, resignation or removal in accordance with the 
Surviving Corporation's Certificate of Incorporation and Bylaws and 
applicable law.  At the Effective Time, Ronald P. Sorci shall be Chief 
Executive Officer, John Rose shall be the President, William Solomon shall be 
the Senior Vice President, Chief Financial Officer and Treasurer and Layne 
Deutscher shall be the Senior Vice President, General Counsel and Secretary, 
respectively, of the Surviving Corporation and shall serve until their 
successors have been duly elected or appointed and qualified or until their 
earlier death, resignation or removal in accordance with the Surviving 
Corporation's Certificate of Incorporation and Bylaws and applicable law.  
The name to be used by the Surviving Corporation in New Jersey shall be 
Garden State Limousine, Inc. if such name is available.  

     1.5    MERGER CONSIDERATION; CONVERSION OF SHARES.

            1.5.1  The aggregate consideration to be received at the Effective
     Time by the Stockholder in connection with the Merger (upon conversion of
     the Shares as set forth below) shall be the amount of $7,000,000, payable
     51% in shares of Parent Class A Common Stock and 49% in cash (collectively,
     the "Merger Consideration"), payable by Precept as follows:

                   1.5.1.1       $3,430,000 in cash (the "Cash Merger
                   Consideration"); and

                   1.5.1.2       $3,570,000 in shares of Parent Class A Common
                   Stock (the "Stock Merger Consideration").  The number of
                   shares of Parent Class A Common Stock which the Stockholder
                   shall be entitled to receive at Closing shall equal
                   2,351,779, which amount is $3,570,000 divided by 

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                   $1.518 (the "Closing Date Price").   Notwithstanding the 
                   foregoing, and subject to Section 5.11 below, in the event 
                   that at any time within one (1) year immediately following 
                   the Closing Date, the Stockholder sells any shares of Parent 
                   Class A Common Stock issued to him pursuant to this Agreement
                   at a price less than $1.1385 (as adjusted for stock splits 
                   and similar transactions) and at the time of such sale the 
                   closing trading price of Parent Class A Common Stock as 
                   reported on NASDAQ (or other applicable exchange) has been 
                   less than $1.1385 for the immediately preceding ten (10) 
                   consecutive Trading Days, then, as soon as practical after 
                   receipt of notice of such sale and the price thereof, 
                   together with evidence of the terms of such sale as Precept 
                   shall reasonably request, Precept shall cause to be delivered
                   to Stockholder a number of shares of Parent Class A Common 
                   Stock equal to (i) $1.518 less the price per share realized 
                   in the Stockholder's sale, times (ii) the number of shares 
                   so sold by the Stockholder, divided by (iii) the average 
                   closing price of Precept Common Stock on the NASDAQ small 
                   cap market for the ten (10) consecutive Trading Days prior 
                   to the sale. The foregoing adjustment shall not be 
                   cumulative from quarter to quarter.  For example, if during 
                   any calendar quarter in the one (1) year period immediately 
                   following the Closing Date, the Stockholder sells 5,000 
                   shares of Parent Class A Common Stock issued to him hereunder
                   at a sales price of $1.10 per share, Precept shall 
                   immediately issue to the Stockholder additional shares of 
                   Parent Class A Common Stock equal to .418 times 5,000 
                   divided by such ten (10) day average closing price.  (For 
                   purposes of clarification, the price adjustment described 
                   in this paragraph and the restrictions on sale or other 
                   transfer contained in Section 5.11 of this Agreement shall 
                   not apply to West WorldWide Industries, Inc. and the 
                   shares of Parent Class A Common Stock transferred to it by 
                   the Stockholder at Closing as payment of brokerage fees).

                   1.5.1.3       At the Effective Time, by virtue of the Merger
                   and without any action on the part of Precept Transportation,
                   Precept, Merger Sub, the Company or the Stockholder, the
                   Shares issued and outstanding immediately prior to the
                   Effective Time (other than Shares held in treasury of the
                   Company) shall be canceled and retired and be converted into
                   the right to receive, in the aggregate, the Merger
                   Consideration.  Each Share issued and outstanding immediately
                   prior to the Effective Time and held in the treasury of the
                   Company shall be canceled and retired and no payment shall be
                   made with respect thereto. 

                   1.5.1.4       As a result of the Merger and without action on
                   the part of Precept Transportation, Precept, Merger Sub, the
                   Company or the Stockholder, all Shares shall cease to be
                   outstanding and shall be canceled and returned and shall
                   cease to exist, and each certificate formerly 

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                   representing any Shares shall thereafter cease to have any 
                   rights with respect to such Shares, except the right to 
                   receive the Merger Consideration and other consideration 
                   set forth in this Agreement.

                   1.5.1.5       No fractional shares of Parent Class A Common
                   Stock shall be issued in connection with the Merger.  In lieu
                   thereof, one additional share of Parent Class A Common Stock
                   will be issued for any fractional share that would have
                   otherwise been issued.

                   1.5.1.6       At the Effective Time, each share of Common
                   Stock, par value $0.01 per share, of Merger Sub issued and
                   outstanding immediately prior to the Effective Time as a
                   result of the Merger shall be automatically converted into
                   one newly and validly issued, fully paid and nonassessable
                   share of Common Stock of the Surviving Corporation.

     1.6    ADDITIONAL MERGER CONSIDERATION.

     2.1.0  In addition to the Merger Consideration to be delivered to the 
Stockholder at Closing, Precept shall deliver to the Stockholder post-Closing 
earn-out payments (the "EARN-OUT PAYMENTS"),  calculated as follows:

                   2.1.0.1       Fifty percent (50%) of the amount by which the
                   Pre-Tax Earnings of the Company for the twelve-month period
                   ended September 30, 1999, exceed $1,400,000; and

                   2.1.0.2       Fifty percent (50%) of the amount by which the
                   Pre-Tax Earnings of the Company for the twelve-month period
                   ended September 30, 2000, exceed $1,540,000; and

                   2.1.0.3       Fifty percent (50%) of the amount by which the
                   Pre-Tax Earnings of the Company for the twelve-month period
                   ended September 30, 2001, exceed $1,690,000.

            As used in this Section 2.6.1, "Pre-Tax Earnings" shall mean
            the earnings before federal, state and local income taxes, and
            before the Earn-Out Payments calculated in this Section,
            determined in accordance with generally accepted accounting
            principles applied consistently with the Company's past
            practices; PROVIDED, HOWEVER, that the determination of 
            Pre-Tax Earnings shall not include (a) any general corporate
            overhead charge (as opposed to specific corporate overhead
            charges to pay or reimburse Precept or any of Precept's
            Affiliates for the actual cost of personnel, travel,
            accounting, legal, professional services, computer services,
            insurance and other similar charges incurred or paid on behalf
            of the Company) or management fee of Precept or any Affiliate
            of Precept; or 

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            (b) any earnings or expense attributable to any other company or 
           business acquired by or transferred to the Surviving Corporation 
           (each, an "Acquired Entity") including any expense of any earn-out 
           payments or other compensation or benefits payable by the 
           Surviving Corporation to any stockholder, director, officer or 
           employee of any Acquired Entity.  It is intended, for purposes of 
           the Earn-Out Payments, that the existing operations of the Company 
           be treated as an independent profit center, without considering 
           the effect of future acquisitions that may be transferred to or 
           become part of the Company's operations except as expressly 
           provided in the Employment Agreement.

            1.6.1  Each Earn-Out Payment shall be made annually within
     forty-five (45) days after the end of the period to which such payment
     relates.  Each Earn-Out Payment shall be accompanied by supporting
     documentation and financial statements.  The Earn-Out Payments shall be
     paid in shares of Parent Class A Common Stock, valued for such purpose at
     the average closing price of the Parent Class A Common Stock as reported on
     NASDAQ (or, in the event that such shares are not traded on NASDAQ, on such
     other applicable exchange or market system) selected by the Stockholder)
     for the last ten (10) consecutive Trading Days of the applicable period.

            1.6.2  During the three year earn-out period described in Section
     2.6.1 above and any other earn-out period described in the Employment
     Agreement dated the date hereof by and between the Stockholder and the
     Company (the "Employment Agreement"), Precept shall maintain the business
     and operations of the Company and shall not, without the consent of the
     Stockholder, which shall not be unreasonably withheld, take any action to
     (i) reduce the Earn-Out Payments in any material respect or (ii) circumvent
     its obligations under these Earn-Out arrangements.  

            1.6.3  In the event the Stockholder disputes Precept's determination
     of any Earn-Out Payment, the Stockholder shall notify Precept of such
     dispute within thirty (30) days of receipt of notification of the amount
     thereof.  For a period of thirty (30) days after such notification, Precept
     shall provide the Stockholder with reasonable access to its books and
     records, and the parties agree to negotiate in good faith to resolve such
     dispute.  In the event the parties are unable to resolve their dispute
     within thirty (30) days, Precept shall provide reasonable access to its
     books and records to an independent public accounting firm mutually agreed
     upon by Precept and the Stockholder for the purpose of auditing Precept's
     determination of such Earn-Out Payment.  The determination of such
     independent accounting firm shall be conclusive and binding upon all
     parties hereto.  All costs of such audit shall be the responsibility of
     Stockholder unless the independent accounting firm determines that the
     amount of any additional Earn-Out Payment due is more than seven and
     one-half percent (7.5%) of the Earn-Out Payment as calculated by Precept
     and the Stockholder would then bear all expenses associated with said
     audit.

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            1.6.4  For purposes of Sections 2.6.2, 2.6.3 and 2.6.4 above, the
     term "Earn-Out" shall include any earn-out, profit participation or similar
     payment due to the Stockholder pursuant to the terms of the Employment
     Agreement.

     The Earn-Out shall terminate in the event that Stockholder shall
voluntarily leave the employment of the Company (other than by reason of the
monetary default by the Company or Precept with respect to any of their
respective obligations to the Stockholder under the Transaction Documents, which
default is not cured within thirty (30) days after receipt of written notice
thereof) or in the event that the Company shall terminate the Employment
Agreement for cause thereunder; and in such events, Precept shall have no
further obligation to Stockholder under this Section 2.6.  

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     1.7    NET WORTH.  

                   1.7.1  As soon as practicable after the Closing (but in no
            event later than forty-five (45) days after the Closing), the
            Stockholder shall deliver to Precept a balance sheet of the Company
            for each of the nine-month and one-month periods ending on September
            30, 1998 as of the Closing Date (together, the "Closing Balance
            Sheet").  The Closing Balance Sheet shall be prepared in accordance
            with GAAP and the Company's prior practices, PROVIDED, HOWEVER, that
            the amount of certain computer equipment, computer software and
            equipment leases required to have been treated as capital items in
            accordance with GAAP but that previously were expensed by the
            Company shall be restated and treated as capital assets of  the
            Company.  The Merger Consideration received by the Stockholder
            pursuant to this Agreement will then be adjusted downward by the
            amount, if any, by which the "Actual Net Worth" (as hereinafter
            defined)  of the Company at Closing is less than zero (the "Merger
            Consideration Deduction").   For purposes hereof, "Actual Net Worth"
            means the net worth of the Company determined in accordance with
            GAAP, as reflected on the Closing Balance Sheet.  The Merger
            Consideration Deduction, if any, shall be returned by the
            Stockholder to Precept Transportation from the Merger Consideration
            held in escrow pursuant to Section 7.6 hereof.  Such Merger
            Consideration Deduction shall be made pro rata, based on the amount
            of assets held in such escrow account. Parent Class A Common Stock
            will be valued for such purpose at the Closing Date Price.

                   1.7.2  The calculation of Actual Net Worth shall become final
            and binding upon the parties on the thirtieth (30th) calendar day
            following receipt thereof by Precept unless Precept delivers written
            notice of its disagreement ("Notice of Disagreement") to the
            Stockholder prior to such date.  Any Notice of Disagreement shall
            specify the amounts set forth on the Closing Balance Sheet with
            which Precept disagrees.  If a Notice Disagreement is sent by
            Precept, then the Actual Net Worth (as recalculated in accordance
            with clause (x) or (y)) below shall become final and binding upon
            the parties on the earlier of (x) the date the parties hereto
            resolve in writing any differences they have with respect to any
            matter specified in the Notice of Disagreement, or (y) the date any
            disputed amounts are finally determined in accordance with the
            balance of this paragraph.  During the thirty (30) day period
            following the delivery of a Notice of Disagreement, the Stockholder
            and Precept shall seek in good faith to resolve in writing any
            differences which they may have with respect to any amount specified
            in the Notice of Disagreement or identified by the Stockholder
            during said thirty (30) day period.  If, at the end of such thirty
            (30) day period, the Stockholder and Precept have not reached
            agreement on such amounts, the amounts which remain in dispute shall
            be recalculated by an accounting firm mutually agreed upon by the
            Stockholder and the Precept (the "Independent Accountants").  The
            Independent Accountants shall make a ratable allocation of its
            charges for such work as a part of its determination based on the
            proportion by which the amount in dispute was determined in favor of
            one party or the other.  Any amounts so recalculated shall be final
            and binding on the parties.

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     1.8    CLOSING.  The closing of the Merger contemplated by this 
Agreement (the "Closing") will take place at the offices of Sills Cummis 
Zuckerman Radin Tischman Epstein & Gross, P.A., One Riverfront Plaza, Newark, 
New Jersey 07102 as of October 1, 1998 (the "Closing Date"), or at such other 
place and on such other date as the parties may agree.

     1.9    CLOSING DELIVERIES.  At the Closing, the certificate(s), 
documents and other items listed below will be executed and delivered by the 
appropriate parties:

            1.9.1   The Stockholder will deliver to Precept Transportation for
     cancellation stock certificate(s) representing all of the Shares;

            1.9.2  Except as provided in Section 7.6 below or in the Merger
     Consideration Agreement dated the date hereof by and among the parties
     hereto, Precept Transportation will deliver to the Stockholder (a) several
     stock certificates representing the shares of Parent Class A Common Stock
     to be delivered to the Stockholder as the Stock Merger Consideration; and
     (b) federal funds wire transfer of immediately available funds in the
     amount of the Cash Merger Consideration. 

            1.9.3  The parties thereto will execute and deliver an Affiliate
     Agreement in a mutually agreed upon form;

            1.9.4  The Stockholder and the Company will execute and deliver to
     Precept a Closing Certificate in a mutually agreed upon form;

            1.9.5  Precept and Merger Sub will execute and deliver to the
     Company and the Stockholder a Closing Certificate in a mutually agreed upon
     form;

            1.9.6  The Company will execute and deliver to Precept and Merger
     Sub and Precept and Merger Sub will execute and deliver to the Company and
     the Stockholder, a Secretary's Certificate in a mutually agreed upon form;
     and

            1.9.7  The Stockholder will execute and deliver to Precept
     Transportation and Merger Sub, and Precept Transportation will execute and
     deliver to the Stockholder, an Employment Agreement in a mutually agreed
     upon form;

            1.9.8  The attorneys for the parties shall execute and deliver legal
     opinions in mutually agreed upon forms. [caad 214]

                                      ARTICLE 3
                            REPRESENTATIONS AND WARRANTIES
                          OF THE COMPANY AND THE STOCKHOLDER

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     The Company (until the Closing) and the Stockholder, jointly and 
severally, hereby represent and warrant to Precept and Merger Sub that the 
statements contained in this Article III are true, correct and complete as of 
the date of this Agreement and will be correct and complete as of the Closing 
Date (as though made then and as though the Closing Date were substituted for 
the date of this Agreement throughout this Article III), except as set forth 
in the Disclosure Schedule attached hereto and delivered by the Stockholder 
to Precept and Merger Sub on the date hereof (the "Disclosure Schedule").  
The Disclosure Schedule will be arranged in sections corresponding to the 
lettered and numbered sections contained in this Article III.

     3.1    ORGANIZATION.  The Company is a corporation duly organized, 
validly existing and in good standing under the laws of the State of New 
Jersey and has full corporate power to own its properties and to conduct its 
business as presently conducted.  The Company is duly authorized, qualified 
or licensed to do business and is in good standing as a foreign corporation 
in each state or other jurisdiction in which its assets are located or in 
which its business or operations as presently conducted make such 
qualification necessary, except where the failure to be so licensed or 
qualified would not be expected to have a Material Adverse Effect on the 
Company.  The jurisdictions wherein the Company is so qualified are listed in 
Section 3.1 of the Disclosure Schedule.

     3.2    AUTHORITY.  The Company has all requisite corporate power and 
authority, and the Stockholder has all requisite power and authority, to 
execute, deliver and perform under this Agreement and, where applicable, 
other instruments, agreements or documents to be delivered pursuant to this 
Agreement (collectively, the "Transaction Documents").  The execution, 
delivery and performance of the Transaction Documents, by the Company and the 
Stockholder, as the case may be, have been duly authorized by all necessary 
action, corporate or otherwise, on the part of the Company and the 
Stockholder.  This Agreement has been, and the other Transaction Documents at 
Closing will be, duly executed and delivered by the Company and the 
Stockholder and, where applicable, each of the Transaction Documents will be 
legal, valid and binding agreements of the Company and the Stockholder, 
respectively, enforceable against each of them in accordance with their 
respective terms, except (a) as may be limited by applicable bankruptcy, 
insolvency, reorganization, moratorium and other laws of general application 
affecting enforcement of creditors' rights generally, and (b) as may be 
limited by laws relating to the availability of specific performance, 
injunctive relief or other equitable remedies.

     3.3    MINUTE BOOKS.  The Company has delivered to Precept 
Transportation true, correct and complete copies of the Company's charter, 
bylaws, minute books (other than minutes related to certain bank loans), 
stock certificate books and stock record books.  To the best knowledge of 
Stockholder, all entries in such documents are true and accurate.  

     3.4    CAPITALIZATION.  The authorized capital stock of the Company 
consists of one hundred (100) shares of common stock, without par value, of 
which five (5) shares are issued and outstanding and all of which are held 
beneficially and of record by the Stockholder.  All of the Shares are validly 
issued, fully paid and non-assessable and are held by the Stockholder free 
and 

                                      12
<PAGE>

clear of preemptive or similar rights.  The Shares constitute all of the 
issued and outstanding capital stock of the Company.  There are no 
outstanding options, warrants, convertible securities or other rights, 
agreements, arrangements or commitments obligating the Company, the 
Stockholder or any other person or entity to issue or sell any securities or 
ownership interests in the Company. Except as set forth in Section 3.4 of the 
Disclosure Schedule, there are no stockholders' agreements, voting 
agreements, voting trusts or similar agreements or restrictions binding on 
the Stockholder or applicable in any way to the Shares.  To the Company's and 
the Stockholder's knowledge, all of the outstanding capital stock of the 
Company has been offered and sold in compliance with all applicable 
securities laws, rules and regulations.  Attached hereto as Appendices A, B, 
and C respectively, are copies of (a) an Agreement of Sale between the 
Stockholder and James B. Rose relating to the Stockholder's purchase from 
James B. Rose of capital stock of the Company previously owned by James B. 
Rose (the "Acquired Shares"), and (b) a canceled stock certificate previously 
representing the Acquired Shares.

     3.5    TITLE TO THE SHARES.  Except as set forth in Section 3.5 of the 
Disclosure Schedule, the Stockholder owns the Shares, of record and 
beneficially, free and clear of any lien, pledge, security interest, 
liability, charge or other encumbrance or claim of any person or entity, 
voting trusts, proxies, preemptive rights, rights of first refusal, buy-sell 
arrangements or other stockholder agreements (a "Lien"). 

     3.6    NO VIOLATION.  Except as described in Section 3.6 of the 
Disclosure Schedule, neither the execution nor the delivery of the 
Transaction Documents nor the consummation of the transactions contemplated 
thereby, including without limitation, the transfer of the Shares to Precept 
Transportation, will conflict with, contravene or result in the material 
breach of any term or provision of, or violate, or constitute a material 
default under, or result in the creation of any Lien on the Company's assets 
pursuant to, or relieve any third party of any obligation or give any third 
party the right to terminate or accelerate any obligation under any charter 
provision, bylaw, or Material Agreement (as listed in Section 3.20 of the 
Disclosure Schedule) or with any customer set out in such Section 3.21 of the 
Disclosure Schedule, Permit, order, law or regulation to which the 
Stockholder is a party or by which the Company, the Stockholder or any of 
their assets are in any way bound or obligated, except where the foregoing 
will not have a Material Adverse Effect on the Company.

     3.7    GOVERNMENTAL CONSENTS.  Except as described in Section 3.7 of the 
Disclosure Schedule, to the knowledge of Company and Stockholder, no consent, 
approval, order or authorization of, or registration, qualification, 
designation, declaration or filing with, any governmental or 
quasi-governmental agency, authority, commission, board or other body 
(collectively, a "Governmental Body") is required on the part of the Company 
or the Stockholder in connection with the transactions contemplated by this 
Agreement.

     3.8    FINANCIAL STATEMENTS.  Attached as Section 3.8 of the Disclosure 
Schedule are true and complete copies of the unaudited balance sheet of the 
Company and the unaudited statements of income, retained earnings and cash 
flows for the periods ended December 31, 1996, December 31, 1997 and May 31, 
1998, all of which have been prepared by the Company (collectively, the 

                                      13
<PAGE>

"Financial Statements").  The Financial Statements present fairly the 
financial condition of the Company at the date specified and the results of 
its operations for the periods specified and have been prepared in accordance 
with GAAP, except for the absence of footnotes and year-end adjustments, the 
method of the depreciation of certain assets and certain computer equipment, 
computer software and equipment leases that should have been capitalized 
rather than expensed in accordance with GAAP.  The Financial Statements do 
not contain any material items of a special or nonrecurring nature, except as 
expressly stated therein.  The Financial Statements have been prepared from 
the books and records of the Company, which fairly reflect in all material 
respects all the transactions of, acquisitions and dispositions of assets by, 
and incurrence of liabilities by the Company.

     3.9    ACCOUNTS RECEIVABLE.  Section 3.9 of the Disclosure Schedule sets 
forth the accounts receivable of the Company as of September 30, 1998 (not 
including any unbilled accounts receivable) from sales made as of the date 
set forth therein (the "Accounts Receivable"), and the payments and rights to 
receive payments related thereto.  Except as set forth in Section 3.9 of the 
Disclosure Schedule, the amounts of all Accounts Receivable, unbilled 
invoices and other debts due or recorded in the records and books of account 
of the Company as being due to the Company as of the Closing Date constitute 
valid claims against third parties not affiliated with the Stockholder or the 
Company and arise from bona fide transactions in the ordinary course of the 
business of the Company.  Except as set forth in Section 3.9 of the 
Disclosure Schedule, the Accounts Receivable arose in the ordinary course of 
business and are not subject, to the knowledge of the Company and the 
Stockholder, to (a) any counterclaim, or (b) any set-off or other reduction.

     3.10   ABSENCE OF UNDISCLOSED LIABILITIES.  The Company does not have 
any direct or indirect debts, obligations or liabilities, whether absolute, 
accrued, contingent, liquidated or otherwise, and whether due or to become 
due, asserted or, to the knowledge of the Company and the Stockholder, 
unasserted (collectively, "Liabilities"), except for (a) Liabilities 
specifically identified in the Financial Statements, (b) obligations to be 
performed in the ordinary course of business or under the Material Agreements 
(as defined in Section 3.20 below), and (c) as disclosed in Section 3.10 of 
the Disclosure Schedule.

     3.11   ABSENCE OF MATERIAL ADVERSE CHANGE.  Since the date of the most 
recent Financial Statements and except as otherwise set forth in Section 3.11 
of the Disclosure Schedule, there has not been: (a) any material adverse 
change in the condition (financial or otherwise), results of operations, 
business, assets or Liabilities of the Company; (b) any payment (including 
without limitation any dividend or other distribution or repayment of 
indebtedness) to the Stockholder, other than payment of compensation to 
employees of the Company in the ordinary course of business and consistent 
with past practices; (c) any material breach or default (or event that with 
notice or lapse of time or both would constitute a breach or default), 
termination or, to the knowledge of the Company and the Stockholder, 
threatened termination under any Material Agreement; (d) any material theft, 
damage, destruction, casualty loss, condemnation or eminent domain proceeding 
affecting the Company's assets, in the aggregate, not covered by insurance; 
(e) any sale, assignment or transfer of any of the assets of the Company, 
except in the ordinary 

                                      14
<PAGE>

course of business and consistent with past practices; (f) any waiver by the 
Company of any material rights related to the Company's business, operations 
or assets, except in the ordinary course of business and consistent with past 
practices; (g) any other material transaction, agreement or commitment 
entered into by the Company or its stockholders affecting the Company's 
business, operations or assets, except in the ordinary course of business and 
consistent with past practices; or (h) any agreement or understanding to do 
or resulting in any of the foregoing.

     3.12   TAXES.

            1.9.9   FILING OF TAX RETURNS.  The Company has duly and timely
     filed with the appropriate governmental agencies all income, excise,
     corporate, franchise, property, sales, use, payroll, withholding and other
     Tax Returns (including information returns) and reports required to be
     filed by the United States or any state or any political subdivision
     thereof or any foreign jurisdiction.  All such Tax Returns or reports are
     complete and accurate in all material respects and reflect the taxes of the
     Company for the periods covered thereby.

            3.12.1  PAYMENT OF TAXES.  The Company has paid or accrued all
     Taxes, penalties and interest that have become due with respect to any Tax
     Returns that it has filed and any assessments of which it is aware.  The
     Company is not delinquent in the payment of any Tax, assessment or
     governmental charge.

            3.12.2  NO PENDING DEFICIENCIES, DELINQUENCIES, ASSESSMENTS OR
     AUDITS.  Except as disclosed on Schedule 3.12 of the Disclosure Schedule,
     no Tax deficiency or delinquency has been asserted against the Company.   
     Except as disclosed on Schedule 3.12 of the Disclosure Schedule, to the
     knowledge of the Company and the Stockholder, there is no unpaid
     assessment, proposal for additional taxes, deficiency or delinquency in the
     payment of any of the Taxes of the Company that could be asserted by any
     taxing authority.  There is no taxing authority audit of the Company
     pending or, to the knowledge of the Company or the Stockholder, threatened,
     and the results of any completed audits are properly reflected in the
     Financial Statements.  The Company has not violated any federal, state,
     local or foreign tax law, which violation will have a Material Adverse
     Effect on the Company.

            3.12.3  NO EXTENSION OF LIMITATION PERIOD.  The Company has not been
     granted an extension by any taxing authority of the limitation period
     during which any tax liability may be assessed or collected or waived any
     statute of limitation in respect of Taxes.

            3.12.4  ALL WITHHOLDING REQUIREMENTS SATISFIED.    Except as
     disclosed on Schedule 3.12 of the Disclosure Schedule, all monies required
     to be withheld by the Company and paid to governmental agencies for all
     income, social security, unemployment insurance, sales, excise, use and
     other Taxes have been (i) collected or 

                                      15
<PAGE>

     withheld and either paid to the respective governmental agencies or set 
     aside in accounts for such purpose, or (ii) properly reflected in the 
     Financial Statements.

            3.12.5  STATE UNEMPLOYMENT TAXES.  In respect of the Company's most
     recently completed reporting period, the Company has paid all state
     unemployment taxes, if any, to the State of New Jersey of the wages paid by
     the Company during such period that are subject to such tax.  The Company
     does not know of any increase in the rate of such state unemployment tax
     for any period in the future.

            3.12.6  TAX LIABILITY IN FINANCIAL STATEMENTS.    Except as
     disclosed on Schedule 3.12 of the Disclosure Schedule, the liabilities
     (including deferred taxes) shown in the Financial Statements and to be
     accrued on the books and records of the Company through the Closing Date
     for Taxes, interest and penalties are and will be, to the knowledge of the
     Company and the Stockholder, adequate accruals and have been and will be
     accrued in a manner consistent with sound accounting practices.

            3.12.7  TAX EXEMPT USE PROPERTY.  None of the assets of the Company
     is "tax-exempt use property" within the meaning of Section 168(h) of the
     Code.

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

            3.12.9  INDEPENDENT CONTRACTORS.  Except as set forth in Section
     3.12 of the Disclosure Schedule, all persons characterized as independent
     contractors, and not as employees, were properly characterized for all
     purposes under applicable laws (including, without limitation, their
     characterization as independent contractors for income and employment tax
     withholdings and payments).

            3.12.10 LIENS.  There are no liens for Taxes (other than for current
     Taxes not yet due and payable) upon the assets of the Company.

            3.12.11 SECURITY FOR TAX EXEMPT OBLIGATIONS.  None of the assets of
     the Company directly or indirectly secures any debt the interest on which
     the Company has been advised is tax exempt under Section 103(a) of the
     Code.

            3.12.12 PARACHUTE PAYMENTS.  The Company is not a party to any
     agreement, contract, arrangement or plan that has resulted or would result,
     separately or in the aggregate, in the payment of any "excess parachute
     payments" within the meaning of Section 280G of the Code or any similar
     provision of foreign, state or local law.

            3.12.13 EXISTING PARTNERSHIPS.  The Company is not a party to any
     joint venture, partnership, or other arrangement or contract which could be
     treated as a partnership for federal income tax purposes.

                                      16
<PAGE>

            3.12.14 NO RULINGS OR REQUESTS FOR RULINGS.  There are no
     outstanding rulings of, or requests for rulings with, any Tax authority
     addressed to the Company that are, or if issued would be, binding on the
     Company.

     1.10   LITIGATION.  Except as described in Section 3.13 of the 
Disclosure Schedule, there are currently no pending or, to the knowledge of 
the Company and the Stockholder, threatened claims, actions, lawsuits, 
administrative proceedings or reviews, or formal or informal complaints or 
investigations by any individual, corporation, partnership, Governmental Body 
or other entity (collectively, a "Person") against or relating to the Company 
or any of its directors, employees or agents (in their capacities as such) or 
to which any assets of the Company are subject.  The Company is not subject 
to or bound by any currently existing judgment, order, writ, injunction or 
decree.

     3.13   COMPLIANCE WITH LAWS AND REGULATIONS.  The Company is currently 
complying with and has at all times complied with, and the use, operation and 
maintenance of its assets comply with and have at all times complied with, 
and neither the Company, its assets nor the use, operation or maintenance of 
such assets is in violation or contravention of (a) any applicable statute, 
law, ordinance, decree, order, rule or regulation, of any Governmental Body, 
or (b) any federal, state and local laws relating to occupational health and 
safety, employment and labor matters, except where the foregoing will not 
have a Material Adverse Effect on the Company.

     3.14   PERMITS.  To the knowledge of the Company and the Stockholder, 
the Company owns or possesses from each appropriate Governmental Body all 
right, title and interest in and to all permits, licenses, authorizations, 
approvals, quality certifications, franchises or rights, including any 
special permits (collectively, "Permits") issued by any Governmental Body 
necessary to conduct its business, except where the failure to do so will not 
have a Material Adverse Effect on the Company.  No loss or expiration of any 
such Permit is pending or, to the knowledge of the Company and the 
Stockholder, threatened, other than expiration in accordance with the terms 
thereof of Permits that may be renewed in the ordinary course of business 
without lapsing, except where the foregoing will not have a Material Adverse 
Effect on the Company.  Set forth in Section 3.15 of the Disclosure Schedule 
is a list of all Permits.

     3.15   EMPLOYEE MATTERS.  Set forth in Section 3.16 of the Disclosure 
Schedule is a complete list of all current employees of the Company, 
including date of employment, current title and compensation, and date and 
amount of last increase in compensation.  The consummation of the 
transactions contemplated by this Agreement will not accelerate the time of 
payment or vesting or increase the amount of compensation due to any 
director, officer or employee (present or former) of the Company. The Company 
does not have any collective bargaining, union or labor agreements, contacts 
or other arrangements with any group of employees, labor union or employee 
representative.  Neither the Company nor the Stockholder knows of any 
organization effort currently being made or threatened by or on behalf of any 
labor union with respect to employees of the Company.  In addition, (a) the 
Company is in compliance with all federal, state or other applicable laws, 
domestic or foreign, respecting employment and employment practices, terms 
and conditions of employment and wages and hours, and has not 

                                      17
<PAGE>

and is not engaged in any unfair labor practice, except where any such 
non-compliance will not have a Material Adverse Effect on the Company; (b) no 
unfair labor practice complaint against the Company is pending before the 
National Labor Relations Board or any similar agency; (c) there is no labor 
strike, dispute, slow down or stoppage actually pending or, to the Company's 
and the Stockholder's knowledge, threatened against or involving the Company; 
(d) no collective bargaining agreement is currently being negotiated by the 
Company; (e) the Company has not experienced any material labor difficulty or 
organizing activity during the last three years; and (f) except as set forth 
in Section 3.16 of the Disclosure Schedule, to the Company's and the 
Stockholder's knowledge, no director, officer or other key employee of the 
Company intends to terminate his or her employment with the Company. 

     3.16   EMPLOYEE BENEFIT PLANS.  Neither the Company nor any Affiliate of 
the Company now or has ever had any "employee pension benefit plans," as 
defined in Section 3(2) of the Employee Retirement Income Security Act of 
1974, as amended ("ERISA"), ever maintained or contributed to (or required to 
be contributed to) by the Company or any Affiliate.  As used in this Section 
3.17, "Affiliate" means any corporation, trade or business the employees of 
which, together with the employees of the Company, are required to be treated 
as employed by a single employer under the provisions of ERISA or Section 414 
of the Code.

     3.17   TITLE TO ASSETS; REAL PROPERTY. Set forth in Section 3.18 of the 
Disclosure Schedule is a complete list of (a) all real property leased by the 
Company; (b) each vehicle owned or leased by the Company; and (c) each asset 
of the Company with a book value or fair market value greater than $5,000.  
The Company has good and marketable title to, or a valid leasehold interest 
in, all of its assets, including without limitation, the assets listed in 
Section 3.18 of the Disclosure Schedule, and the assets reflected on the 
Financial Statements (except for assets disposed of in the ordinary course of 
business and consistent with past practices since the Financial Statements 
and except for assets held under leases or licenses disclosed pursuant to 
Section 3.20), subject to no Liens, except for (a) Liens for current taxes 
not yet due or being contested in good faith; (b) minor imperfections of 
title and encumbrances that do not materially detract from or interfere with 
the present use or value of such assets; and (c) Liens disclosed in Section 
3.18 of  the Disclosure Schedule.

     3.18   CONDITION OF PROPERTIES; INSURANCE.  All facilities, machinery, 
equipment, fixtures, vehicles and other tangible property owned, leased or 
used by the Company are in good operating condition and repair, normal wear 
and tear excepted, are reasonably fit and usable for the purposes for which 
they are being used, to the knowledge of the Company and the Stockholder, 
will not likely require major overhaul or repair immediately following 
Closing, are adequate and sufficient for the Company's business as currently 
operated and, to the knowledge of the Company and the Stockholder, 
substantially conform with all applicable laws, rules and regulations.  The 
Company maintains policies of insurance issued by insurers of recognized 
responsibility insuring the Company and its assets and business against such 
losses and risks as are normally insured by companies similar to the Company.

     3.19   MATERIAL AGREEMENTS.

                                      18
<PAGE>

            1.10.1  Section 3.20.1 of the Disclosure Schedule lists each written
     agreement and arrangement to which the Company is a party or a beneficiary
     or by which the Company or any of its assets is bound and which is material
     to the Company (collectively, the "Material Agreements"), including without
     limitation (i) any real estate leases; (ii) any contracts for the provision
     of goods or services by the Company; (iii) agreements evidencing, securing
     or otherwise relating to any indebtedness for which the Company is liable;
     (iv) any capital or operating leases, value-added reseller, reseller or
     conditional sales agreements relating to vehicles, equipment or other
     assets of the Company; (v) any supply or manufacturing agreements or
     arrangements pursuant to which the Company is entitled or obligated to
     acquire any assets from a third party; (vi) insurance policies; (vii) any
     employment, consulting, noncompetition, separation, collective bargaining,
     union or labor agreements or arrangements; (viii) any agreement with the
     Stockholder, any director, officer or employee of the Company, or any
     Affiliate or family member thereof; (ix) any joint marketing or similar
     agreement or arrangement; and (x) any other agreement or arrangement
     pursuant to which, based on historical or projected volume, the Company
     could be required to make, or be entitled to receive, aggregate payments in
     excess of $10,000 during any calendar year.

            1.10.2  To the knowledge of the Company and the Stockholder, the
     Company has performed all obligations required to be performed by it in
     connection with the Material Agreements and is not in receipt of any claim
     of default under any Material Agreement; the Company has no present
     expectation or intention of not fully performing any material obligation
     pursuant to any Material Agreements; and neither the Company nor the
     Stockholder has any knowledge of any breach or anticipated breach by any
     other party to any Material Agreement.

            1.10.3  The Company has made available to Precept a copy of the
     Material Agreements and its standard form of customer agreement.

     3.20   CUSTOMERS.    3.21   CUSTOMERS.  Set forth in Section 3.21 of the 
Disclosure Schedule is a complete list of customers of the Company as of 
September 30, 1998.   Except as set forth in Section 3.21 of the Disclosure 
Schedule, no customer has advised the Company of such customer's intent to 
discontinue doing business with the Company or to reduce the volume of goods 
or services purchased from or supplied to the Company.  Except as set forth 
in Section 3.21 of the Disclosure Schedule, the Company has not received from 
any customer written notice of such customer's intention to terminate its 
account with the Company.

     3.21   INTELLECTUAL PROPERTY RIGHTS.  Set forth in Section 3.22 of the 
Disclosure Schedule is a complete list of all registered patents, trademarks, 
service marks, trade names and copyrights, and applications for and licenses 
(to or from the Company) with respect to any of the foregoing (collectively, 
"Registered Intellectual Property"), owned by the Company.  To the knowledge 
of the Company and the Stockholder, the Company has the sole and exclusive 
right to use all Registered Intellectual Property and other computer software 
(both proprietary and third party) 

                                      20
<PAGE>

and software licenses, intellectual property, proprietary information, trade 
secrets, trademarks, trade names, copyrights, material and manufacturers 
specifications, drawings and designs (collectively, "Intellectual Property") 
used by the Company or necessary in connection with the operation of the 
Company's business, without infringing on or otherwise acting adversely to 
the rights or claimed rights of any Person, and neither the Company nor the 
Stockholder has knowledge of any obligation to pay any royalty or other 
consideration to any Person in connection with the use of any such 
Intellectual Property.   To the knowledge of the Company and the Stockholder, 
no other Person is infringing the rights of the Company with respect to any 
of its Intellectual Property.  The Company is the sole and exclusive owner of 
all rights in and to the software described in Section 3.22 of the Disclosure 
Schedule, including all source and object code and documentation related 
thereto, except the third party software listed in Section 3.22 of the 
Disclosure Schedule, as to which the Company has been granted all rights and 
licenses necessary for the Company to sublicense such software to third 
parties or to provide services to third parties in the manner in which the 
Company has done so through the date hereof and the date of Closing.   There 
are no existing material defaults, events of default or events, occurrences, 
acts or omissions that, with the giving of notice or lapse of time or both, 
would constitute material defaults by the Company or, to the Company's and 
the Stockholder's knowledge, the other parties thereto, with respect to the 
Company's licenses of the software to licensees or the Company's licenses 
with third parties with respect to third party software included in the 
Company's software.

     3.22   SUBSIDIARIES AND INVESTMENTS.  Other than marketable securities, 
the Company does not own any direct or indirect equity or debt interest in 
any other Person, including without limitation, any interest in a partnership 
or joint venture, and is not obligated or committed to acquire any such 
interest.

     3.23   COMPETING INTERESTS.  Except as disclosed in Section 3.24 of the 
Disclosure Schedule, neither the Company, the Stockholder nor any director, 
officer, relative or Affiliate of any of the foregoing owns, directly or 
indirectly, an interest in any Person that is a competitor, customer or 
supplier of the Company or that otherwise has material business dealings with 
the Company.

     3.24   ILLEGAL OR UNAUTHORIZED PAYMENTS; POLITICAL CONTRIBUTIONS.  
Neither the Company nor any of its officers, directors, employees, agents or 
other representatives or, to the knowledge of the Company and the 
Stockholder, any other business entity or enterprise with which the Company 
is or has been affiliated or associated, has, directly or indirectly, 
knowingly made or authorized any payment, contribution or gift of money, 
property or services, in contravention of applicable law, (a) as a kickback 
or bribe to any Person; or (b) to any political organization, or the holder 
of or any aspirant to any elective or appointive public office except for 
personal political contributions not involving the direct or indirect use of 
funds of the Company.  Set forth in Section 3.25 of the Disclosure Schedule 
is a list of all political contributions made by the Company in the twelve 
(12) months immediately preceding the Closing Date. To the knowledge of the 
Company and the Stockholder, the Company has not violated any federal or 
state antitrust 

                                      20
<PAGE>

statutes, rules or regulations, including without limitation those relating 
to unfair competition, price fixing or collusion.

     3.25   ENVIRONMENTAL MATTERS.  Except for matters disclosed in Section 
3.26 of the Disclosure Schedule, (a) to the knowledge of the Company and the 
Stockholder, the properties, operations and activities of the Company are in 
compliance in all material respects with all applicable Environmental Laws; 
(b) the Company and the properties and operations of the Company are not 
subject to any existing, pending, or, to the knowledge of the Company and the 
Stockholder, threatened action, suit, claim, investigation, inquiry or 
proceeding by or before any governmental entity under any Environmental Laws; 
(c) to the knowledge of the Company and the Stockholder, all notices, 
permits, licenses or similar authorizations, if any, required to be obtained 
or filed by the Company under any Environmental Laws in connection with any 
aspect of the business of the Company have been duly obtained or filed and 
will remain valid and in effect after the Closing, and the Company is in 
substantial compliance with the terms and conditions of all such notices, 
permits, licenses, and similar authorizations except where the foregoing will 
not have a Material Adverse Effect on the Company; (d) to the knowledge of 
the Company and the Stockholder, there are no physical or environmental 
conditions existing on any property of the Company or resulting from the 
Company's operations or activities, past or present, at any location, that 
would give rise to any on-site or off-site remedial obligations imposed on 
the Company under any Environmental Laws; (e) to the knowledge of the Company 
and the Stockholder, there has been no material release of hazardous 
substances into the environment by the Company; and (f) the Company has made 
available to the Precept all internal and external environmental audits and 
studies and all correspondence on substantial environmental matters in the 
possession of the Company relating to any of the current or former properties 
or operations of the Company.

     3.26   BROKERS.  Except for West WorldWide Industries, Inc., no broker, 
finder or investment banker is entitled to any brokerage, finder's or other 
fee or commission in connection with the transactions contemplated by this 
Agreement based upon arrangements made by or on behalf of the Company or the 
Stockholder. 

     3.27   INSURANCE.  Set forth in Section 3.28 of the Disclosure Schedule 
is a list of all insurance policies currently in effect under which the 
Company is a beneficiary or an insured.  Such insurance coverage will remain 
in effect (or will be replaced by similar policies) with respect to the 
Company and its properties as to all events occurring on or prior to the 
Closing.  As of the date of this Agreement, neither the Company nor the 
Stockholder has received any notice that any of the policies listed in 
Section 3.28 of the Disclosure Schedule has been or will be canceled prior to 
its scheduled termination date, or would not be renewed substantially on the 
same terms now in effect if the insured party requested renewal or has 
received notice from any of its insurance carriers that any insurance 
premiums will be subject to increase in an amount materially disproportionate 
to the amount of the increases with respect thereto (or with respect to 
similar insurance) in prior years.  The Company is not in material default 
under any such policy and all premiums due and payable with respect to such 
coverage have been paid or accrued. 

                                      21
<PAGE>

     3.28   BANK ACCOUNTS, POWERS OF ATTORNEY AND PHONE NUMBERS.  Set forth 
in Section 3.29 of the Disclosure Schedule is a complete list of (a) the name 
and address of each bank or other depository institution in which the Company 
has an account or safe deposit box, the number of such account or safe 
deposit box and the names of all persons authorized to draw thereon or to 
have access thereto; (b) the names of all persons, if any, holding powers of 
attorney from the Company and a summary statement of the terms thereof; (c) 
all of the Company's telephone numbers, and (d) account balances (including 
overdrafts) as of September 30, 1998.  

     3.29   WARRANTIES.  Section 3.30 of the Disclosure Schedule summarizes 
all claims outstanding, pending or, to the knowledge of the Company and the 
Stockholder, threatened for breach of any warranty relating to any products 
or services sold by the Company prior to the date hereof.  The description of 
the Company's product and service warranties set forth in Section 3.30 of the 
Disclosure Schedule is correct and complete.

     3.30   NO PARTS INVENTORY.  The Company does not have any inventory 
consisting of automotive parts.  

     3.31   AFFILIATE TRANSACTIONS.  Except as disclosed in Section 3.32 of 
the Disclosure Schedule and other than pursuant to this Agreement and the 
Transaction Documents, neither the Stockholder nor any Affiliate of the 
Stockholder has any agreement, undertaking or understanding with the Company 
(other than normal employment arrangements) or any interest in any property, 
real, personal or mixed, tangible or intangible (including, without 
limitation, intellectual property rights), used in or pertaining to the 
business of the Company (other than ownership of capital stock of the 
Company).  Neither the Stockholder nor any Affiliate of the Stockholder has 
any direct or indirect interest in any competitor, supplier or customer of 
the Company or in any person, firm or entity from whom or to whom the Company 
leases any property, or in any other person, firm or entity with whom the 
Company transacts business of any nature.  For purposes of this Section 3.32 
the members of the immediate family of a director, officer, employee or 
shareholder shall consist of the spouse, parents, children, siblings, 
mothers-and fathers-in-law, sons- and daughters-in-law, and brothers- and 
sisters in-law of such director, officer, employee or shareholder.

     1.11   REORGANIZATION MATTERS.  

            1.11.1  The fair market value of the Parent Class A Common Stock and
     other consideration received by the Stockholder will be approximately equal
     to the fair market value of the Shares surrendered by the Stockholder in
     the Merger.

            1.11.2  Pursuant to the Merger, the Surviving Corporation will
     acquire at least ninety (90%) percent of the fair market value of the net
     assets and at least seventy (70%) percent of the fair market value of the
     gross assets held by the Company at the time discussions were initiated
     which led to execution of this Agreement.  For purposes of this
     representation, Company assets used to pay its merger expenses, and all
     redemptions and 

                                      22
<PAGE>

     distributions made by the Company at any time after discussions were 
     initiated which led to execution of this Agreement will be included 
     as assets of the Company.  

            1.11.3  The fair market value of the assets of the Company
     immediately following the Merger will equal or exceed the sum of the
     liabilities of the Company, including, without limitation, any liabilities
     to which such assets are subject.

            1.11.4  There is no intercorporate indebtedness existing between
     Precept and the Company or between Merger Sub and the Company that was
     issued, acquired, or will be settled at a discount.

            1.11.5  None of the Parent Class A Common Stock to be received by
     the Stockholder will be separate consideration for, or allocable to, any
     employment agreement and the compensation paid by the Surviving Corporation
     to the Stockholder as an employee will be for services actually rendered
     and will be commensurate with the amount which would be paid to third
     parties bargaining at arm's length for similar services.

            1.11.6  In contemplation of the Merger, (i) neither the Company nor
     any party related to the Company within the meaning of Treasury Regulations
     Section 1.368-1(e)(3) has redeemed or acquired any of the Shares, and (ii)
     the Company has not made any extraordinary distribution within the meaning
     of Treasury Regulations Section 1.368-1(e)(1)(ii)(A) with respect to the
     Shares.

            1.11.7  The Company is not an investment company as defined in the
     Code.  

            1.11.8  The Company is not under the jurisdiction of a court in a
     Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
     Code.  

     1.12   NO MISREPRESENTATIONS.  Since May 31, 1998, neither the Company nor
the Stockholder has received any appraisal, report or other information relating
to the value or condition of the Company or that indicates a material adverse
change in the value or condition of the Company or any of its material assets. 
The representations, warranties and statements made by the Company and the
Stockholder in or pursuant to this Agreement (including the Disclosure Schedule)
are true, complete and correct in all material respects and do not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make any such representation, warranty or statement, under the circumstances
in which it is made, not misleading.

                                      ARTICLE 4
                          REPRESENTATIONS AND WARRANTIES OF 
                   PRECEPT TRANSPORTATION, MERGER SUB AND PRECEPT

                                      23
<PAGE>

     Precept Transportation, Merger Sub and Precept, Respectively, Represent 
and Warrant to the Company (until the Closing) and the Stockholder as follows:

     4.1    ORGANIZATION.  Precept is a corporation duly organized, validly 
existing and in good standing under the laws of the State of Texas, Merger 
Sub is a corporation duly organized, validly existing and in good standing 
under the laws of the State of Texas, and Precept Transportation is a limited 
liability company duly organized, validly existing and in good standing under 
the laws of the State of Nevada.  Each of Precept Transportation, Merger Sub 
and Precept is duly authorized, qualified or licensed to do business and is 
in good standing as a foreign entity in each state or other jurisdiction in 
which its assets are located or in which its business or operations as 
presently conducted make such qualification necessary, except where the 
failure to be so licensed or qualified would not be expected to have a 
Material Adverse Effect on Precept Transportation, Merger Sub or Precept. 

     4.2    AUTHORITY.  Precept Transportation, Merger Sub and Precept have 
all requisite corporate power and authority to execute, deliver and perform 
under the Transaction Documents.  The execution, delivery and performance of 
the Transaction Documents by Precept Transportation, Merger Sub and Precept 
have been duly authorized by all necessary action, corporate or otherwise, on 
the part of Precept Transportation, Merger Sub and Precept.  This Agreement 
has been, and the Transaction Documents at Closing will be, duly executed and 
delivered by Precept Transportation, Merger Sub and Precept and are legal, 
valid and binding agreements of Precept Transportation, Merger Sub and 
Precept, enforceable against each of them in accordance with their respective 
terms, except (a) as may be limited by applicable bankruptcy, insolvency, 
reorganization, moratorium and other laws of general application affecting 
enforcement of creditors' rights generally; and (b) as may be limited by laws 
relating to the availability of specific performance, injunctive relief or 
other equitable remedies.

     4.3    CAPITALIZATION.  The authorized capital stock of Precept consists 
of (a) 110,500,000 shares of Common Stock, of which 100,000,000 shares have 
been designated Class A Common Stock, $0.01 par value per share, of which 
52,712,556 shares are issued and outstanding as of September 30, 1998; and 
10,500,000 shares of which have been designated Class B Common Stock, of 
which 4,145,000 shares are issued and outstanding as of September 30, 1998, 
and (b) 3,000,000 shares of Preferred Stock, of which no shares are issued 
and outstanding as of September 30, 1998.  All outstanding shares are validly 
issued, fully paid and non-assessable and were offered and sold in compliance 
with all applicable securities laws and regulations.

     4.4    PARENT CLASS A COMMON STOCK.  The shares of Parent Class A Common 
Stock to be issued pursuant to this Agreement will be duly authorized, 
validly issued, and upon receipt of the consideration contemplated hereby, 
fully paid and nonassessable.

     4.5    NO VIOLATION.  The execution, delivery and performance of the 
Transaction Documents by Precept Transportation, Merger Sub and Precept will 
not conflict with or result in the breach of any term or provision of, or 
violate or constitute a default under any charter provision or bylaw or under 
any material agreement, instrument, order, law or regulation to 

                                      24
<PAGE>

which Precept Transportation, Merger Sub or Precept is a party or by which 
Precept Transportation, Merger Sub or Precept is in any way bound or 
obligated.

     4.6    GOVERNMENTAL CONSENTS.  To the knowledge of Precept 
Transportation, Merger Sub and Precept, no consent, approval, order or 
authorization of, or registration, qualification, designation, declaration or 
filing with, any Governmental Body is required on the part of Precept 
Transportation, Merger Sub or Precept in connection with the transactions 
contemplated by this Agreement.

     4.7    SEC DOCUMENTS.

            1.12.1  Precept has furnished or made available to the Company or
     the Stockholder a true and complete copy of its Registration Statement on
     Form S-4 filed under the Securities Act of 1933, as filed with the SEC and
     declared effective on February 10, 1998 (the "S-4 Registration Statement").
     The S-4 Registration Statement is currently effective, and the shares of
     Parent Class A Common Stock to be delivered to the Stockholder at the
     Closing will be registered under the Securities Act pursuant to the S-4
     Registration Statement.

            1.12.2  The S-4 Registration Statement was prepared in compliance in
     all material respects with the applicable requirements of the Securities
     Act of 1933, as amended (the "Securities Act").  As of February 10, 1998
     (the "Registration Date"), the S-4 Registration Statement (i) complied as
     to form in all material respects with the applicable requirements of the
     Securities Act, and (ii) did not contain any untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements made therein not misleading.  The
     prospectus relating to the S-4 Registration Statement (i) complied as to
     form in all material respects with the applicable requirements of the
     Securities Act as of the date thereof, and (ii) did not contain any untrue
     statement of a material fact required to be stated therein or necessary to
     make the statements made therein, in light of the circumstances under which
     they were made, not misleading.  Each of the consolidated balance sheets of
     Precept included in the S-4 Registration Statement (including the related
     notes and schedules) fairly presents the consolidated financial position of
     Precept as of the dates set forth therein and each of the consolidated
     statements of income, cash flows and shareholders' equity included in the
     S-4 Registration Statement (including any related notes and schedules)
     fairly presents the results of income, cash flows and shareholders' equity,
     as the case may be, of Precept for the periods set forth therein (subject,
     in the case of unaudited statements, to normal year-end audit adjustments
     that would not be material in amount or effect), in each case in accordance
     with GAAP consistently applied during the periods involved.

     4.8    FINDERS' FEES.  There is no investment banker, broker, finder or 
other intermediary that has been retained by or is authorized to act on 
behalf of Precept Transportation, Merger Sub or Precept who might be entitled 
to any fee or commission from the Stockholder or the Company upon 
consummation of the transactions contemplated by this Agreement. 

                                      25
<PAGE>

     4.9    LITIGATION.  Except as set forth in Precept's 10-K filed on 
September 29, 1998 for the fiscal year ending June 30, 1998 (the "10-K Date") 
there are currently no pending or, to the knowledge of Precept, Merger Sub or 
Precept Transportation, threatened material claims, actions, lawsuits, 
administrative proceeding or reviews of formal or informal complaints or 
investigations by any Person against or relating to Precept, Merger Sub or 
Precept Transportation or any of its directors, employees, or agents (in 
their capacities as such) or to which any assets of Precept, Merger Sub or 
Precept Transportation are subject.  Except as otherwise set forth in the S-4 
Registration Statement, neither Precept, Merger Sub, or Precept 
Transportation is bound by, or subject to, any currently existing judgment, 
order, writ, injunction or decree that would have a Material Adverse Effect 
on Precept Transportation, Merger Sub or Precept.

     4.10   ABSENCE OF MATERIAL ADVERSE CHANGE.  Since the 10-K Date there 
has not been: (a) any material adverse change in the condition (financial or 
otherwise), results of operations, business, assets or Liabilities of 
Precept, Merger Sub or Precept Transportation; (b) any payment (including, 
without limitation, any dividend or other distribution or repayment of 
indebtedness) to any shareholder of Precept, Merger Sub or Precept 
Transportation other than payment of compensation to employees of Precept, 
Merger Sub or Precept Transportation in the ordinary course of business and 
consistent with past practices; (c) any breach or default (or event that with 
notice or lapse of time or both would constitute a breach or default), 
termination or, to the knowledge of the executive officers of Precept, Merger 
Sub and Precept Transportation threatened termination, under any material 
agreement of Precept, Merger Sub or Precept Transportation; (d) any material 
theft, damage, destruction, casualty loss, condemnation or eminent domain 
proceeding affecting any of assets of Precept, Merger Sub or Precept 
Transportation, not covered by insurance; (e) any sale, assignment or 
transfer of any of the assets of Precept, Merger Sub or Precept 
Transportation, except in the ordinary course of business and consistent with 
past practices; (f) any waiver by Precept, Merger Sub or Precept 
Transportation of any material rights related to Precept's, Merger Sub's or 
Precept Transportation's respective business, operations or assets; (g) any 
other material transaction, agreement or commitment entered into by the 
Precept, Merger Sub or Precept Transportation or their significant 
shareholders affecting Precept's, Merger Sub's or Precept Transportation's 
respective business, operations or assets, except in the ordinary course of 
business and consistent with past practices, or (h) any agreement or 
understanding to do or resulting in any of the foregoing.

     1.13   REORGANIZATION MATTERS.

            1.13.1  Merger Sub has been formed solely for the purposes of
     effecting the Merger and, immediately prior to the Merger, Precept will
     "control" Merger Sub within the meaning of Section 368(c) of the Code.

            1.13.2  Neither Precept nor any party related to Precept within the
     meaning of Treasury regulations Section 1.368-1(e)(3) has any present plan
     or intention to redeem or acquire any of the Parent Class A Common Stock
     issued in connection with the Merger.

                                      26
<PAGE>

            1.13.3  Precept has no present plan or intention to sell or
     otherwise dispose of any of the assets or stock of the Surviving
     Corporation, except for dispositions made in the ordinary course of
     business or transfers described in Section 368(a)(2)(C) of the Code.

            1.13.4  Following the Merger, the Surviving Corporation will
     continue the Company's historic business or use a significant portion of
     the Company's historic business assets in a business.

            1.13.5  Precept is not an investment company as defined in the Code.

            1.13.6  Precept is not under the jurisdiction of a court in a title
     11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

     4.11   TRANSFERABILITY.  The Parent Class A Common Stock to be issued as 
part of the Merger Consideration has been registered pursuant to a 
Registration Statement under the Securities Act, and is freely transferable 
except to the extent such transfer is limited under Rule 145 of the 
Securities Act.

     4.13   NO MISREPRESENTATIONS.  The representations, warranties and 
statements made by Precept Transportation and Precept in or pursuant to this 
Agreement (including the Disclosure Schedule) are true, complete and correct 
in all material respects and do not contain any untrue statement of a 
material fact or omit to state any material fact necessary to make any such 
representation, warranty or statement, under the circumstance in which it was 
made, not misleading.

                                      ARTICLE 5
             ADDITIONAL COVENANTS AND AGREEMENTSCOVENANTS AND AGREEMENTS

     5.1    INFORMATION FOR FILINGS.  The Stockholder and the Company will 
furnish Precept with all information concerning the Company as is required 
for inclusion in any application or filing made by Precept to any 
Governmental Body in connection with the transactions contemplated by this 
Agreement.

     5.2    FULFILLMENT OF CONDITIONS BY THE COMPANY AND THE STOCKHOLDER.  
The Company and the Stockholder agree not to take any action that would cause 
the conditions on the obligations of the parties to effect the transactions 
contemplated hereby not to be fulfilled, including without limitation, by 
taking or causing to be taken any action that would cause the representations 
and warranties made by the Company or the Stockholder herein not to be true 
and correct as of the Closing.  The Company and the Stockholder will take all 
reasonable steps to cause to be fulfilled the conditions precedent to Precept 
Transportation's, Merger Sub's  and Precept's obligations to consummate the 
transactions contemplated hereby that are dependent on the actions of the 
Company or the Stockholder, respectively.

                                      27
<PAGE>

     5.3    FULFILLMENT OF CONDITIONS BY PRECEPT TRANSPORTATION, PRECEPT AND 
MERGER SUB.  Precept Transportation, Merger Sub and Precept agree not to take 
any action, unless otherwise required by applicable legal requirements, that 
would cause the conditions on the obligations of the parties to effect the 
transactions contemplated hereby not to be fulfilled, including without 
limitation, by taking or causing to be taken any action that would cause the 
representations and warranties made by Precept Transportation, Merger Sub or 
Precept herein not to be true and correct as of the Closing.  Precept 
Transportation, Merger Sub and Precept will take all reasonable steps to 
cause to be fulfilled the conditions precedent to the Company's and the 
Stockholder's obligations to consummate the transactions contemplated hereby 
that are dependent on the actions of Precept Transportation, Merger Sub or 
Precept, respectively.

     5.4    PUBLICITY.  Precept Transportation, Merger Sub, Precept, the 
Company and the Stockholder will cooperate with each other in the development 
and distribution of all news releases and other public disclosures relating 
to the transactions contemplated by this Agreement.  Neither Precept 
Transportation, Merger Sub or Precept, on the one hand, nor the Company or 
the Stockholder, on the other hand, will issue or make, or allow to have 
issued or made, any press release or public announcement concerning the 
transactions contemplated by this Agreement without the advance approval in 
writing of the form and substance thereof by the other parties, unless 
otherwise required by applicable legal requirements; PROVIDED, HOWEVER, that 
such approval shall not be unreasonably withheld or delayed.  The press 
release agreed upon by the parties at the Closing may be released immediately.

     5.5    RELEASES.   Except as provided herein and in the other 
Transaction Documents, effective upon the Closing, the Stockholder and his 
executors, administrators, successors and assigns, hereby fully and 
unconditionally releases and forever discharges and holds harmless the 
Company and its employees, officers, directors, successors and assigns from 
any and all claims, demands, losses, costs, expenses (including reasonable 
attorneys' fees and expenses), obligations, liabilities and/or damages of 
every kind and nature whatsoever, whether or not now existing or known, 
relating in any way, directly or indirectly, to the Company that the 
Stockholder may now have or may hereafter claim to have against the Company 
or any of such employees, officers, directors, successors or assigns, 
including, without limitation, with respect to loans by the Stockholder to 
the Company which have been canceled without payment thereof.

     5.6    COVENANTS RELATING TO TAXES.

            1.13.7  Precept shall cause the Surviving Corporation to duly,
     accurately and timely (with regard to any duly granted extensions) file all
     Tax Returns for the Company for all periods ending on or prior to the
     Closing Date that are required to be filed after the Closing Date and pay
     all Taxes due thereon.

            1.13.8  Notwithstanding anything to the contrary contained herein,
     Precept Transportation shall file any necessary Tax Return or other
     documentation with respect to all transfer, sales, stamp, registration or
     other similar Taxes or fees incurred in connection with this Agreement and
     shall be responsible for payment of any such Tax.

                                      28
<PAGE>

            1.13.9  Except as otherwise provided in the Agreement, the
     Stockholder, the Company and Precept Transportation agree to cooperate
     fully with each other with respect to the preparation of all Tax Returns
     and with respect to all matters relating to Taxes, and to keep each other
     advised as to any issue relating to Taxes which could have a bearing on
     such other party's responsibilities hereunder.

     5.7    TAX TREATMENT.  From and after the date of this Agreement, none 
of Precept Transportation, Precept, Merger Sub, the Company or the 
Stockholder shall take, or cause or permit any of their affiliates to take, 
any action that would preclude qualification of the transactions contemplated 
by this Agreement as a reorganization within the meaning of Sections 
368(a)(1)(A) and 368 (a)(2)(D) of the Code.  Each of the Company and Precept 
Transportation shall comply with the reporting position on any Tax Return 
inconsistent with qualification of the transactions contemplated by this 
Agreement as a reorganization with the meaning of the Sections 368 (a)(1)(A) 
and 368 (a)(2)(D) of the Code.

     5.8    CONFIDENTIALITY.  From the date hereof to and including the 
Closing Date, the parties hereto shall maintain, and cause their directors, 
employees, agents and advisors to maintain, in confidence and not disclose or 
use for any purpose, except the evaluation of the transactions contemplated 
hereby and the accuracy of the respective representations and warranties of 
the parties hereto contained herein, information concerning the other parties 
hereto and obtained directly or indirectly from such parties, or their 
directors, employees, agents or advisors, except such information as is or 
becomes (a) available to the non-disclosing party from third parties not 
subject to an undertaking of confidentiality or secrecy; (b) generally 
available to the public other than as a result of a breach by the 
non-disclosing party hereunder; or (c) required to be disclosed under 
applicable law; and except such information that was in the possession of 
such party prior to obtaining such information from such other party (as to 
which the fact of prior possession such possessing party shall have the 
burden of proof).  In the event that the transactions contemplated hereby 
shall not be consummated, all such information that is in writing shall be 
returned to the party furnishing the same, including to the extent reasonably 
practicable, copies or reproductions thereof which may have been prepared.

     5.9    REPORTING.  Precept shall file in a timely manner any and all 
reports required to be filed and shall take all actions necessary to maintain 
its status as a reporting company under the Securities Exchange Act of 1934, 
as amended.

     5.10   PRECEPT TRANSPORTATION GOVERNING BODY.  If and when Precept 
Transportation appoints a governing body such as Board of Directors or 
Management Committee, the Stockholder shall be appointed as a member of such 
governing body for as long as the Employment Agreement is in effect.

     1.14   SALE OF PRECEPT STOCK . The Stockholder hereby agrees that during 
the period of one hundred (100) days immediately following the Closing Date, 
and for each subsequent three (3) month period, he shall not sell or 
otherwise transfer more than twenty-five (25%) percent of the 

                                      29
<PAGE>

shares of Parent Class A Common Stock issued to him at Closing (including any 
such shares held in escrow).

     1.15   STOCKHOLDER GUARANTEES.  Precept and the Surviving Corporation 
agree to use their respective best efforts to cause the Stockholder to be 
removed as a guarantor or obligor of all (a) purchase money debt for 
equipment, (b) indebtedness for borrowed money and all contractual lease 
obligation, and (c) all trade credit guaranteed by the Stockholder or with 
respect to which he may have any liability as an obligor, and Precept and the 
Surviving Corporation shall indemnify, defend and hold the Stockholder 
harmless from any such debts, obligations and liabilities; PROVIDED, that 
Precept and the Surviving Corporation shall not have any obligation under 
this Section 5.12 with respect to any undisclosed debts, obligations or 
liabilities in breach of the representations of the Stockholder contained 
herein or which are expressly provided herein to remain the obligations of 
the Stockholder.

     1.16   CONVERSION OF THE COMPANY DEBT.  At the Effective Time, the 
indebtedness of the Company to the Stockholder shall be converted to paid in 
capital.

                                      ARTICLE 6
                               CONDITIONS TO CLOSING

     6.1    CONDITIONS TO OBLIGATIONS OF PRECEPT TRANSPORTATION, MERGER SUB 
AND PRECEPT.  The obligations of Precept Transportation, Merger Sub and 
Precept under this Agreement are subject to the satisfaction at or prior to 
the Closing of the following conditions, but compliance with any such 
conditions may be waived by Precept Transportation, Merger Sub or Precept.

            1.16.1  All representations and warranties of the Company and the
     Stockholder contained in this Agreement shall be true and correct at and as
     of the Closing Date with the same effect as though such representations and
     warranties were made at and as of the Closing Date.

            1.16.2  The Company and the Stockholder shall have performed and
     complied with all the covenants and agreements and satisfied the conditions
     required by this Agreement to be performed, complied with or satisfied by
     them at or prior to the Closing Date, including without limitation the
     delivery of all items required to be delivered by them hereunder.

            1.16.3  There shall be no pending or threatened litigation in any
     court or any proceeding before or by any Governmental Body against the
     Stockholder, the Company, Precept, Merger Sub or Precept Transportation to
     restrain or prohibit or obtain damages or other relief with respect to this
     Agreement or the consummation of the transactions contemplated hereby.

                                      30
<PAGE>

            1.16.4  All necessary contractual, governmental or other (including
     stockholder) consents, approvals, orders or authorizations, if any,
     necessary to permit the consummation of the transactions contemplated by
     this Agreement shall have been obtained and all necessary contractual,
     governmental or other notices, if any, necessary to permit the consummation
     of the transactions contemplated by this Agreement shall have been given.

            1.16.5  No supplemental disclosure to the Disclosure Schedules
     pursuant to Section 5.4 of this Agreement shall have been made by the
     Stockholder or the Company that discloses any fact or event that, in
     Precept Transportation's reasonable opinion, could have a Material Adverse
     Effect on the Company.

            1.16.6  There shall have been no material adverse change in the
     assets, liabilities or financial condition of the Company prior to Closing
     as reflected in the Financial Statements.

     6.2    CONDITIONS TO OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDER.  
The obligations of the Company and the Stockholder under this Agreement are 
subject to the satisfaction at or prior to the Closing of the following 
conditions, but compliance with any such conditions may be waived by the 
Company or the Stockholder.

            1.16.7  All representations and warranties of Precept
     Transportation, Merger Sub and Precept contained in this Agreement shall be
     true and correct at and as of the Closing Date with the same effect as
     though such representations and warranties were made at and as of the
     Closing Date.

            1.16.8  Precept Transportation, Merger Sub and Precept shall have
     performed and complied with the covenants and agreements and satisfied the
     conditions required by this Agreement to be performed, complied with or
     satisfied by them at or prior to the Closing Date, including without
     limitation the delivery of all items required to be delivered by them
     hereunder.

            1.16.9  There shall be no pending or threatened litigation in any
     court or any proceeding before or by any Governmental Body against the
     Stockholder, the Company, Precept, Merger Sub or Precept Transportation to
     restrain or prohibit or obtain damages or other relief with respect to this
     Agreement or the consummation of the transactions contemplated hereby.

            1.16.10 All necessary contractual, governmental, or other consents,
     approvals, orders or authorizations shall have been obtained and all
     necessary governmental notices shall have been given.

            1.16.11 No supplemental disclosure to the Disclosure Schedules
     pursuant to Section 5.4 of this Agreement shall have been made by Precept,
     Merger Sub or Precept 

                                      31
<PAGE>

     Transportation that discloses any fact or event that, in the Stockholder's 
     reasonable opinion, could have Material Adverse Effect on Precept, Merger 
     Sub or Precept Transportation.

            1.16.12 There shall have been no material adverse change in the
     assets, liabilities or financial condition of Precept Transportation,
     Merger Sub or Precept prior to the Closing.

                                      ARTICLE 7
                                   INDEMNIFICATION 

     7.1    INDEMNIFICATION OF PRECEPT TRANSPORTATION AND PRECEPT.  The 
Company (until the Closing) and the Stockholder (after the Closing), hereby 
agree to indemnify, defend and hold Precept, Precept Transportation and their 
subsidiaries (including the Merger Sub after the Closing) and their 
respective directors, officers, employees and agents (each a "Precept Party" 
and collectively, the "Precept Parties") harmless from any and all direct 
liabilities, obligations, claims, contingencies, damages, costs and expenses, 
including all court costs and reasonable attorneys' fees (collectively, 
"Losses"), that any Precept Party may suffer or incur as a result of or 
relating to (a) a breach of any agreement, representation, warranty or 
covenant made by the Company or the Stockholder in this Agreement or pursuant 
hereto, or in any exhibit, Disclosure Schedule, certificate or financial 
statement delivered hereunder or in any document required to be delivered on 
the Closing Date by the Stockholder or the Company, but, in any event, only 
to the extent such Losses exceed $20,000 individually or in the aggregate, in 
which case the Stockholder shall only be responsible for such indemnifiable 
damages in excess of $20,000 in the aggregate, and (b) any Loss arising out 
of the matters described in, Sections 3.12 and 3.13 of the Disclosure 
Schedule. The Escrow Fund (as hereinafter defined) shall first be used to 
satisfy any indemnification obligations of the Stockholder under this Section 
7.1.  Thereafter, the Stockholder may, at his option, satisfy any or all of 
his indemnification obligations required pursuant to this Article VII by 
returning shares of Parent Class A Common Stock to Precept.  For purposes of 
the foregoing sentence, the shares of Parent Class A Common Stock returned 
shall be valued at the average closing price of the Precept Shares as 
reported on NASDAQ (or, in the event that such shares are not traded on 
NASDAQ, the highest closing price on any other applicable exchange or market 
system) for the period of ten (10) Trading Days immediately preceding the 
date such return is made.  To the extent that any Precept Party recovers 
indemnifiable damages pursuant to this Article VII in respect of uncollected 
receivables of the Company, such Precept Party shall assign to the 
Stockholder its rights to such uncollected receivables. Notwithstanding the 
foregoing, Losses to be indemnified pursuant to this Section 7.1 shall be net 
of the dollar value of any economic benefit received by any Precept Party as 
a result of a condition, event or occurrence indemnified hereunder, 
including, without limitation, receipt of insurance proceeds.  To the extent 
the Stockholder has made indemnification payments hereunder, the Stockholder 
shall be subrogated to rights of Precept or the Company under any applicable 
insurance coverages; provided that the Company and/or Precept have first 
right to be made whole under such policies.  The maximum amount of Losses for 
which the Precept Parties 

                                      32
<PAGE>

shall be entitled to indemnification hereunder shall be an amount equal to 
$3,500,000, except with respect to intentional misrepresentations or fraud by 
the Stockholder or the Company (if applicable), in which case the limitation 
on indemnification set forth in the preceding sentence shall not apply. 

     7.2    INDEMNIFICATION OF STOCKHOLDER.  The Merger Sub  (after the 
Closing), the Precept Transportation and Precept hereby agree to indemnify, 
defend and hold the Stockholder and his heirs, successors and assigns (each a 
"Seller Party" and collectively, the "Seller Parties") harmless from any and 
all Losses than any Seller Party may suffer or incur as a result of or 
relating to a breach of any agreement, representation, warranty or covenant 
made by the Precept Transportation, Precept, or, with respect to post-Closing 
agreements and covenants, the Merger Sub, in this Agreement or pursuant 
hereto, or in any exhibit, Disclosure Schedule or certificate delivered 
hereunder or in any document required to be delivered on the Closing Date by 
the Precept Transportation or Precept.

     7.3    NOTIFICATION OF CLAIM; SET OFF.  Any of the Precept 
Transportation Parties or Seller Parties seeking indemnification under this 
Article VII (collectively, the "Indemnified Parties") will promptly give 
notice to the Persons to provide indemnification (collectively, the 
"Indemnifying Parties") of any Losses or claims as to which it asserts a 
right to indemnification (a "Claim"), and within thirty (30) days thereafter, 
further notify the Indemnifying Parties of the details of such Claim and the 
amount thereof; PROVIDED, HOWEVER, that the failure to give such notification 
shall not relieve the Indemnifying Parties from any liability that they may 
have pursuant to the provisions of this Article VII as long as the failure to 
give such notice within such time is not prejudicial to the Indemnifying 
Parties.  Notice to one of the Indemnifying Parties for the purpose of this 
Section 7.3 shall mean the filing of the service upon Indemnifying Parties of 
any legal action, receipt of any claim in writing or similar form of actual 
notice.  Precept and Merger Sub shall be entitled, but not required, to set 
off the amount of any Claim or Claims in respect of which Precept Parties are 
entitled to indemnification against any payments becoming due to the 
Stockholder pursuant to this Agreement, the Transaction Documents (other than 
the Employment Agreement) or otherwise.

     7.4    DEFENSE OF CLAIMS.  If any Claim by one of the Indemnified 
Parties arises out of a claim by a person other than one of the Indemnified 
Parties, the Indemnified Parties will promptly give notice to the 
Indemnifying Parties (or the Indemnifying Parties) of any such Claim, and 
thereafter the Indemnifying Parties may, by written notice, undertake to 
conduct any proceedings or negotiations in connection therewith or necessary 
to defend the Indemnified Parties and take all other steps or proceedings to 
settle or contest such claim, including, without limitation, the employment 
of counsel; PROVIDED, HOWEVER, that (a) the Stockholder (or the Company, if 
applicable) shall not enter into any agreement in compromise or settlement of 
any claim that could affect the Taxes attributable to any taxable period of 
the Company beginning on or after the Closing Date without the prior written 
consent of Precept Transportation (which consent shall not be unreasonably 
withheld or delayed), and (b) the Indemnifying Parties shall reasonably 
consider the advice of the Indemnified Parties as to the defense and 
settlement of such claim and the Indemnified Parties shall have the right to 
participate, at their own expense, in such defense.  Except as otherwise 
provided herein, control of such litigation and settlement shall remain with 
the Indemnifying Parties.  The Indemnified Parties shall provide all 
reasonable cooperation in connection with any such defense by the Indemnified 
Parties.  Counsel and auditor fees, filing fees and court fees of all 
proceedings, contests or lawsuits with respect to any such claim shall be 
borne by the Indemnified Parties, except that with respect to the litigation 
disclosed in paragraph 1 of Section 3.13 of the Disclosure Schedule, the 
Surviving Corporation shall be responsible for and promptly pay all counsel, 
expert, filing and court fees 

                                      33
<PAGE>

relating thereto (whether incurred prior to or after the Closing Date) .  In 
the event that the Stockholder and/or the Surviving Corporation receives any 
recovery in any of the litigations described in paragraphs 1, 2 or 3 of 
Section 3.13 of the Disclosure Schedule (whether by settlement, payment in 
respect of any judgment or otherwise), such recovery shall first be applied 
to reimburse the Stockholder and the Surviving Corporation for any and all 
expenses incurred by them in connection with such litigations (and if such 
recovery is insufficient to reimburse such expenses in their entirety, the 
amount thereof shall be allocated between the Stockholder and the Surviving 
Corporation PRO RATA in proportion to the amount of their respective 
expenses), and any recovery in excess of the amount of such expenses shall be 
shared equally by the Stockholder and the Surviving Corporation.  If any such 
Claim is made hereunder and the Indemnifying Parties elect not to undertake 
the defense thereof by written notice to the Indemnified Parties, the 
Indemnified Parties shall be entitled to indemnification with respect thereto 
pursuant to the terms of this Article VII. 

1.17 SURVIVAL.  All representations and warranties made in or pursuant to 
this Agreement will survive the execution and delivery of this Agreement and 
the consummation of the transactions contemplated hereby for a period of one 
(1) year after the Closing Date and the right to indemnification with respect 
thereto shall expire on such date (unless there is a Claim made on or prior 
to such date, in which case the indemnification obligations hereunder shall 
continue until the final resolution of such Claim); PROVIDED, HOWEVER, that 
the representations and warranties made in Sections 3.12, 3.17 and 3.26 shall 
survive for a period of three (3) years after the Closing Date.  All 
statements contained in any Schedule to this Agreement will constitute 
representations and warranties under this Agreement.

     1.18   ESCROW.

            1.18.1  ESCROW FUNDS.  At the Closing, 263,505 shares of Parent
     Class A Common Stock to be issued to the Stockholder at Closing under this
     Agreement (plus any additional New Shares (as defined below) as may be
     issued in respect thereof after the Closing) (collectively, the "Escrow
     Shares"), shall be issued in the name of the Stockholder and held by Thomas
     & Self, a Professional Corporation ("Escrow Agent") to partially secure the
     indemnification obligations of the Stockholder under Section 7.1. 
     Additionally, at the Closing, Three Hundred Thousand Dollars ($300,000) of
     the Cash Merger Consideration, plus interest accrued thereon (the "Escrow
     Cash" and, together with the Escrow Shares, the "Escrow Funds") shall be
     held in an interest-bearing account for the benefit of the Stockholder to
     secure the indemnification obligations of the Stockholder under Section
     7.1.  Promptly following Closing, the parties shall execute and deliver to
     Escrow Agent a mutually acceptable Escrow Agreement in accordance with the
     terms hereof.  The Stockholder hereby grants to Precept a security interest
     in the Escrow Shares to secure Stockholder's obligations to the Precept
     Parties under Section 7.1 above and, promptly following Closing,
     Stockholder shall deliver to the Escrow Agent such stock powers to give
     effect to such grant.

            1.18.2  RELEASE OF ESCROW FUNDS.  The Escrow Funds shall be retained
     by Escrow Agent for a period of three (3) years from the Closing Date (the
     "Escrow Period"), subject to the following:

                                      34
<PAGE>

                    7.6.2.1      On the first anniversary of the Closing Date,
            the Escrow Agent shall release from escrow and deliver to the
            Stockholder an amount of Escrow Funds equal to the difference
            between Two Hundred Thousand Dollars ($200,000) and the amount of
            the Losses, if any,  as to which any of the Precept Parties has
            properly made an unresolved Claim under Section 7.2.  The amount, if
            any, of such Two Hundred Thousand Dollars ($200,000) retained by
            Escrow Agent shall continue to be retained until any such Claims
            have been resolved.  Within five (5) business days following
            resolution of any such Claims, Escrow Agent shall deliver to the
            Stockholder that portion of the Two Hundred Thousand Dollars
            ($200,000) retained by the Escrow Agent and not required to satisfy
            such Claims.

                    7.6.2.2      On the second anniversary of the Closing Date,
            the Escrow Agent shall release from escrow and deliver to the
            Stockholder an amount of Escrow Funds equal to the difference
            between Four Hundred Thousand Dollars ($400,000) and the amount of
            the Losses, if any, as to which any of the Precept Parties has
            properly made an unresolved Claim under Section 7.2.  The amount, if
            any, of such Four Hundred Thousand Dollars ($400,000) retained by
            Escrow Agent shall continue to be retained until any such Claims
            have been resolved.  Within five (5) business days following
            resolution of any such Claims, Escrow Agent shall deliver to the
            Stockholder that portion of the Four Hundred Thousand Dollars
            ($400,000) retained by Escrow Agent and not required to satisfy such
            Claims.

                    7.6.2.3  On the last day of the Escrow Period, Escrow Agent
            shall release from escrow and deliver to the Stockholder all of the
            Escrow Funds less the amount of the Losses, if any, as to which any
            of the Precept Parties has properly made an unresolved Claim under
            Section 7.2.  The amount, if any, of such Escrow Funds retained by
            Escrow Agent shall continue to be retained until any such Claims
            have been resolved.  Within five (5) business days following
            resolution of such Claims, Escrow Agent shall deliver to the
            Stockholder that portion of the Escrow Funds retained by Escrow
            Agent and not required to satisfy such Claims.

                    7.6.2.4  Any release of Escrow Funds made pursuant to this
            Section shall be made in Escrow Cash and Escrow Shares, PRO RATA
            based on the aggregate value of the Escrow Cash and Escrow Shares. 
            For purposes of such valuation, each share of Parent Class A Common
            Stock held in escrow shall be valued at the average closing price of
            the Parent Class A Common Stock on NASDAQ (or, if not traded on
            NASDAQ, such other market or system where such stock is most
            frequently traded) for the last ten (10) Trading Days of such
            applicable year.

            1.18.3  PROTECTION OF ESCROW FUNDS.  Escrow Agent shall hold and
     safeguard the Escrow Funds, shall invest the Escrow Cash in a manner
     approved in writing by the parties shall treat such Escrow Funds as a trust
     fund in accordance with the terms of this Agreement and 

                                      35
<PAGE>

     not as the property of Precept, and shall hold and dispose of the Escrow 
     Funds solely in accordance with the terms hereof.

            1.18.4  THE ESCROW SHARES. Any shares of Parent Class A Common Stock
     or other equity securities issued or distributed by Precept (including
     shares issued upon a stock split) (the "New Shares") in respect of Escrow
     Shares that have not been released to the Stockholder shall be added to the
     Escrow Shares and become a part thereof.  New Shares issued in respect of
     Escrow Shares that have been released shall not be added to the Escrow
     Shares, but shall be distributed to the holders thereof.  When and if cash
     dividends on Escrow Shares shall be declared and paid, they shall not be
     added to the Escrow Shares but shall be paid to the holders thereof.
     
            1.18.5  REPLENISHMENT OF ESCROW.  If at any time the value of the
     Escrow Account falls below ($100,000), upon written notice thereof by
     Precept to the Stockholder, the Stockholder shall contribute cash to the
     Escrow Amount in the amount of One Hundred Thousand Dollars ($100,000)
     (which amount shall be deemed "Escrow Cash.")  For purposes of such
     valuation, each share of Parent Class A Common Stock held in escrow  shall
     be valued at the average closing price of the Parent Class A Common stock
     on NASDAQ (or, if not traded on NASDAQ, such other market or system where
     such stock is most frequently traded) for the last ten (10) Trading Days
     immediately preceding the date such valuation is made.

            1.18.6  PROVISIONS RELATING TO ESCROW AGENT.

                    1.18.6.1     Escrow Agent agrees to serve as Escrow Agent
                    without fee, except that Precept Transportation and the
                    Stockholder agree to reimburse Escrow Agent for Escrow
                    Agent's reasonable fees and other expenses (including
                    reasonable attorney's fees) incurred by Escrow Agent in
                    connection with services required hereunder or on account of
                    disputes between Precept and the Stockholder.  Precept
                    Transportation, Precept, the Merger Sub and the Stockholder,
                    jointly and severally, shall indemnify and hold harmless
                    Escrow Agent against and in respect of any and all claims,
                    suits, actions, proceedings (formal and informal),
                    investigations, judgments, deficiencies, damages,
                    settlements, liabilities, and legal and other expenses
                    (including reasonable legal fees and expenses of attorneys
                    chosen by Escrow Agent) as and when incurred, arising out of
                    or based upon any act, omission, alleged act, or alleged
                    omission by Escrow Agent or any other cause, in any case in
                    connection with the acceptance of, or the performance or
                    non-performance by Escrow Agent of, any of Escrow Agent's
                    duties under this Agreement, except as the result of Escrow
                    Agent's intentional misconduct or gross negligence as
                    finally determined by a court of competent jurisdiction.
                    Except in cases of Escrow Agent's bad faith or gross
                    negligence, Escrow Agent shall be fully protected by acting
                    in reliance upon any notice, advice, direction or other
                    document in accordance with the provisions hereof, in
                    connection with this Agreement, or in connection with Escrow
                    Agent's duties under this Agreement, has been duly
                    authorized so to do, or by acting or failing to act in good
                    faith 

                                      36
<PAGE>

                    on the advice of any counsel retained by Escrow Agent. 
                    Escrow Agent shall not be liable for any mistake of fact or
                    of law or any error of judgment, or for any act or any
                    omission, except as a result of Escrow Agent's intentional
                    misconduct or gross negligence as finally determined by a
                    court of competent jurisdiction.

                    1.18.6.2      Escrow Agent shall have no duties or
                    responsibilities except those expressly set forth herein. 
                    Escrow Agent shall not be bound by any waiver, modification,
                    amendment, termination, cancellation or revision of this
                    Agreement, unless in writing and signed by Escrow Agent and
                    the other parties hereto.  Escrow Agent shall not be bound
                    by any assignment by any party hereto of its rights
                    hereunder unless Escrow Agent shall have received written
                    notice thereof from the assignor.  Escrow Agent shall
                    perform any acts ordered by a court of competent
                    jurisdiction.

                    1.18.6.3     If Escrow Agent shall be uncertain as to Escrow
                    Agent's duties or rights hereunder, or shall receive any
                    notice, advice, direction or other document from any other
                    party with respect to the Escrow Amount which, in Escrow
                    Agent's opinion, is in conflict with any of the provisions
                    of this Agreement, or shall be advised that a dispute has
                    arisen with respect to the payment, ownership or right of
                    possession of the Escrow Amount or any part thereof (or as
                    to the delivery, non-delivery or content of any notice,
                    advice, direction or other document), Escrow Agent shall be
                    entitled, without liability to anyone, to refrain from
                    taking any action other than to use Escrow Agent's
                    reasonable efforts to keep safely the Escrow Amount until
                    Escrow Agent shall be directed otherwise in writing by all
                    other parties hereto or by an order, decree or judgment of a
                    court of competent jurisdiction which has been finally
                    affirmed on appeal or which by lapse of time or otherwise is
                    no longer subject to appeal, but Escrow Agent shall be under
                    no duty to institute or to defend any proceeding, although
                    Escrow Agent may, in Escrow Agent's discretion and at the
                    expense of Precept and the Stockholder, institute or defend
                    such proceedings.  The parties hereto authorize Escrow
                    Agent, if Escrow Agent is threatened with litigation or is
                    sued, to interplead all interested parties in any court of
                    competent jurisdiction and to deposit the Escrow Amount with
                    the clerk of that court.

                    1.18.6.4     If Escrow Agent shall be unable to act or shall
                    resign as Escrow Agent hereunder, the successor escrow agent
                    shall be such escrow agent as shall be mutually agreed upon
                    by the parties. Escrow Agent may at any time give written
                    notice of its resignation to the other parties hereto, which
                    resignation shall be effective upon successor escrow agent
                    selected by the parties becoming the Escrow Agent hereunder.
                    Escrow Agent's responsibilities and liabilities hereunder,
                    except as a result of Escrow Agent's own intentional
                    misconduct or gross negligence, will terminate upon the
                    delivery by Escrow Agent of all the Escrow Amount under any
                    provision of this Agreement.  


                                      ARTICLE 8
                                    MISCELLANEOUS

                                      37
<PAGE>

1.19 NOTICES.  All notices that are required or may be given pursuant to this 
Agreement must be in writing and delivered personally, by a recognized 
courier service, by a recognized overnight delivery service, by facsimile or 
by registered or certified mail, postage prepaid, to the parties at the 
following addresses (or to the attention of such other person or such other 
address as any party may provide to the other parties by notice in accordance 
with this Section 8.2):

<TABLE>

       <S>                               <C>
       If to Precept Transportation,     Precept Business Services, Inc.
       Precept or Merger Sub:            1909 Woodall Rodgers Freeway, Suite 500
                                         Dallas, Texas 75201
                                         Attention:  General Counsel
                                         Facsimile No.:  (214) 220-1082

       with a copy to:                   Thomas & Self, P.C.
                                         5339 Spring Valley Road
                                         Dallas, TX 75420-3009
                                         Attention: Rudy Beuttenmuller, Esq.
                                         Facsimile No.: (972) 991-2121

       If to the Stockholder:            Mr. John Rose
                                         121 Bathurst Avenue
                                         North Arlington, NJ 07031

       with a copy to:                   Sills Cummis Zuckerman Radin
                                           Tischman Epstein & Gross, P.A.
                                         One Riverfront Plaza
                                         Newark, New Jersey 07102
                                         Attention:  Ira A. Rosenberg, Esq.
                                         Facsimile No.:  (973) 643-6500

</TABLE>

     Any such notice or other communication will be deemed to have been given 
and received (whether actually received or not) on the day it is personally 
delivered or delivered by courier or overnight delivery service or by 
facsimile or, if mailed, when actually received.

     8.5    EXPENSES.  The parties hereto will each bear their own respective 
costs and expenses in connection with the transactions contemplated by this 
Agreement.  The Stockholder shall bear any costs, expenses or fees payable to 
any financial advisors, attorneys, accountants or other representatives 
(collectively, "Professionals") retained by the Company or the Stockholder on 
their behalf with regard to the transactions contemplated by this Agreement. 
Precept and its Affiliates shall bear any costs, expenses or fees payable to 
any Professional retained by Precept or its Affiliates with regard to the 
transactions contemplated by this Agreement.  If any Professional's fees or 
costs are incurred to secure performance of any obligations under this 
Agreement or any agreement contemplated hereby, or to establish damages for 
the breach thereof or to obtain any other appropriate relief, whether by way 
of prosecution or defense, the prevailing 

                                      38
<PAGE>

party will be entitled to recover reasonable attorneys' fees and costs 
incurred in connection therewith.  Except as otherwise provided herein, the 
Company shall bear the costs, expenses or fees payable to any Professionals 
retained by the Company or the Stockholder in connection with any matter not 
related directly to the transactions contemplated by this Agreement.

     8.6    FURTHER ASSURANCES.  Each party agrees to execute any and all 
documents and to perform such other acts as may be necessary or expedient to 
further the purposes of this Agreement and the transactions contemplated 
hereby, including, without limitation, with respect to obtaining any consent 
required by the terms of any Material Agreements.

     8.7    ASSIGNMENT.  Neither this Agreement nor any of the rights, 
interests or obligations hereunder will be assigned or delegated by the 
Company, the Stockholder, Precept, Merger Sub or Precept Transportation, 
without the prior written consent of the other parties hereto; except that 
Precept Transportation may assign its rights and obligations under this 
Agreement to any direct or indirect subsidiary of Precept (provided that 
Precept Transportation shall remain obligated to perform Precept 
Transportation's obligations hereunder) and except that the rights of the 
Stockholder shall inure to the benefit of his executors, administrators and 
beneficiaries.  This Agreement is not intended to confer any rights or 
benefits to any Person (including without limitation any employees of the 
Company) other than the parties hereto.

     8.8    ENTIRE AGREEMENT.  This Agreement, the other Transaction 
Documents, and the documents contained as Exhibits, Attachments and 
Disclosure Schedules hereto contain the entire understanding of the parties 
relating to the subject matter hereof and supersede all prior written or oral 
and all contemporaneous oral agreements and understandings relating to the 
subject matter hereof.  This Agreement cannot be modified or amended except 
in writing signed by the party against whom enforcement is sought.  The 
Exhibits, Attachments and Disclosure Schedules to this Agreement are hereby 
incorporated by reference into and made a part of this Agreement for all 
purposes.

     8.9    SEVERABILITY.  If any provision of this Agreement is declared or 
found to be illegal, unenforceable or void, in whole or in part, then the 
parties will be relieved of all obligations arising under such provision, but 
only to the extent it is illegal, unenforceable or void.  The intent and 
agreement of the parties to this Agreement is that this Agreement will be 
deemed amended by modifying any such illegal, unenforceable or void provision 
to the extent necessary to make it legal and enforceable while preserving its 
intent, or if that is not possible, by substituting another provision that is 
legal and enforceable and achieves the same objectives as the provisions.  
Notwithstanding the foregoing, if the remainder of this Agreement will not be 
affected by such declaration or finding and is capable of substantial 
performance, then each provision not so affected will be enforced to the 
extent permitted by law.

     8.10   GOVERNING LAW.  This Agreement will be governed by and construed 
and interpreted in accordance with the substantive laws of the State of Texas 
without giving effect to any conflicts of law rule or principle that might 
require the application of the laws of another jurisdiction.

                                      39
<PAGE>

     8.11   ARBITRATION PROCEEDINGS.

            8.11.1  NEGOTIATION PERIOD.  Any dispute, controversy or claim
     arising out of or relating to this Agreement, or any alleged breach hereof,
     will be subject to binding arbitration in accordance with this Section 8.8.
     If such a dispute, controversy or claim exists, the parties shall attempt
     for a 30-day period (the "Negotiation Period") from the date any party
     gives any one or more of the other parties notice (a "Dispute Notice")
     pursuant to this Section, to negotiate in good faith, a resolution of the
     dispute.  The Dispute Notice shall set forth with specificity the basis of
     the dispute.  During the Negotiation Period, representatives of each party
     involved in the dispute who have authority to settle the dispute shall meet
     at mutually convenient times and places and use their best efforts to
     resolve the dispute.

            8.11.2  COMMENCEMENT OF ARBITRATION.  If a resolution is not reached
     by the parties prior to the end of the Negotiation Period, either party may
     provide a written request to the American Arbitration Association within
     ten (10) days from the end of such period requesting the selection of three
     (3) arbitrators (the "Panel") to arbitrate the parties' respective rights
     and obligations with respect to the matter set forth in the Dispute Notice.
     Each arbitrator on the Panel shall be experienced in the arbitration of
     complex commercial disputes.

            8.11.3  DISCOVERY.  Each party to an arbitration shall be entitled
     to such discovery as the Panel shall determine is appropriate.

            8.11.4  EXPENSES OF ARBITRATORS.  The expenses of the Panel shall be
     paid by the party that does not substantially prevail on the merits in the
     arbitration (as determined by the award of the Panel).

            8.11.5  LOCATION OF ARBITRATION.  The arbitration shall take place
     in New York,  New York.

            8.11.6  AAA RULES.  Except as expressly provided in this Section
     8.8, the arbitration shall be conducted in accordance with the Commercial
     Rules of the American Arbitration Association as then in effect.

            8.11.7  FEES AND EXPENSES.  The party that substantially prevails on
     the merits of the arbitration (as determined by the Panel) shall be
     entitled to reasonable attorneys' fees, costs, expenses and necessary
     disbursements in addition to any other relief to which such party may be
     entitled.

     8.12   INTERPRETATION.  When used in this Agreement, the masculine, 
feminine or neuter gender and the singular or plural number shall each be 
deemed to include the others whenever the context so indicates or permits.

                                      40
<PAGE>

     8.13   COUNTERPARTS; FACSIMILE SIGNATURES.  One or more counterparts of 
this Agreement may be delivered by facsimile transmission, with the intention 
that they shall have the same effect as an original counterpart hereof.  This 
Agreement may be executed by the parties on one or more counterparts, all of 
which shall be deemed an original, but all of which taken together shall 
constitute one and the same instrument.

     8.14   HEADINGS.  The Section headings contained in this Agreement are 
included for convenience only and shall not affect in any way the meaning or 
interpretation of this Agreement.

     8.15   CONSTRUCTION.  The parties have participated jointly in the 
negotiation and drafting of this Agreement.  In the event an ambiguity or 
question of intent or interpretation arises, this Agreement shall be 
construed as if drafted jointly by the parties and no presumption or burden 
of proof shall arise favoring or disfavoring any party by virtue of the 
authorship of any of the provisions of this Agreement.

     1.20   TIME OF THE ESSENCE.  Time is of the essence with respect to all 
payments to be made to Stockholder hereunder and the other Transaction 
Documents.

     1.21   ADJUSTMENT OF MERGER CONSIDERATION.  In the event that, 
subsequent to the date of this Agreement, the outstanding shares of Parent 
Class A Common Stock shall have been changed into a different number of 
shares or a different class as a result of a stock split, reverse stock 
split, stock dividend, subdivision, reclassification, split, combination, 
exchange, recapitalization or other similar transaction, the number of shares 
and share prices described in this Agreement or the Employment Agreement 
shall be appropriately adjusted.


                               [signature page follows]

                                      41
<PAGE>

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

PRECEPT TRANSPORTATION:                COMPANY:

PRECEPT TRANSPORTATION                 GARDEN STATE LEASING &
SERVICES, LLC, a Nevada                RENT-A-CAR CORPORATION, a New
limited liability company              Jersey corporation


                                       By: 
By:                                        -----------------------------------
   ----------------------------------      John Rose, President


                                           STOCKHOLDER:
PRECEPT:

PRECEPT BUSINESS SERVICES, INC., 
a Texas corporation


                                           -----------------------------------
By:                                        JOHN ROSE
   ----------------------------------

MERGER SUB:

GARDEN STATE ACQUISITION CORPORATION,
a Texas corporation


By: 
   ----------------------------------


For purposes of Article VII only:

ESCROW AGENT:


THOMAS & SELF
a Professional Corporation


By:
   ----------------------------------

                         [signature page]