Exhibit 10A--Asset Purchase Agreement



ASSET
PURCHASE AGREEMENT


This
ASSET PURCHASE AGREEMENT ("Agreement"), dated as of the 13th day of December,
2000, by and among Allegro Software, Inc. (the "Company"), easyQual.com., Inc.
(the "Buyer"), and FocVs Technologies, Inc. ("FocVs").



W I T N E S S E T H:


        
        WHEREAS, the Company is
principally engaged in the business of designing, creating, interfacing,
managing and marketing software and related technologies to the temporary help
industry (the "Business");


        
        WHEREAS, the Buyer is a publicly
registered, trading and reporting company; and


        
        WHEREAS, the Company wishes to
sell to the Buyer, and the Buyer wishes to purchase from the Company, certain
assets of the Company, including its licenses, agreements, assets, components,
services and know-how, all subject to the terms and conditions hereinafter set
forth.


        
        NOW, THEREFORE, in consideration
of and in reliance upon the covenants, conditions, representations and
warranties herein contained, the parties hereto hereby agree as follows:


        1.1.
Agreement of Purchase and Sale. On the Closing Date, (as defined in
Section 2.1 hereof), and subject to the terms and conditions set forth in this
Agreement and in reliance upon the representations, warranties, covenants and
conditions herein contained, the Company shall sell, convey, assign, transfer
and deliver to the Buyer, and the Buyer shall purchase from the Company, the
Purchased Assets (as defined in Section 1.2 hereof), free and clear of any and
all liens, claims, charges or encumbrances of any nature whatsoever except as
described in Section 1.3 Limited Assumed Liabilities, and 1.5 Purchase
Price Adjustments, and shall have earn-out provisions (as defined in 2.4
hereof). 


        1.2.
Purchased Assets. As used in this Agreement, the term “Purchased
Assets” shall mean all of the items listed in Exhibit A hereto, including
(a) the intellectual property and assets owned by the Company or otherwise
employed, used or available for use in the Company’s business, real and
personal, tangible and intangible, of every kind and nature, wherever located,
as the same shall exist on the Closing Date, including, without limitation,
descriptions of licenses, equipment, software, know-how and capability of the
Company, including the rights and interests of the Company under warranties,
guarantees, insurance policies, pending or executory contracts and commitments
for the purchase or lease of materials, supplies or services in connection with
the Business, pending or executory contracts and commitments for the sale or
lease of products or services in connection with the Business, and other leases
and pending or executory contracts and commitments of any nature relating to the
Business; deferred charges, advance payments, prepaid expenses and deposits;
rights of offset and credits of all kinds; all other names, brands and marks
used in connection with the Business, and all derivatives and combinations
thereof; all promotional materials; all research and development relating to the
components, materials and systems; new products, new designs, processes or cost
reductions which are used or useful or in any way related to or of potential
benefit to the Business; telephone numbers listings and rights under
governmental and administrative licenses, permits and approvals, (b)
specifications, manuals and technical data, trade secrets, discoveries,
blueprints, drawings, inventions, designs, patents, improvements, processes,
product information and data, shop rights and know-how, and (c) all properties
and assets acquired by the Company to the Closing Date. 













        1.3
Limited Assumed Liabilities. The Buyer will assume the following
liabilities of the Company: Accounts payable and accrued expenses as described
on Exhibit A.


        1.4.
Purchase Price. Subject to any adjustment (as defined in Subsection
2.4(c)), the purchase price for the Purchased Assets (the “Purchase
Price”) shall be represented by the issuance of two hundred thousand
(200,000) shares of Common Capital Stock of the Buyer (the “Buyer
Shares”) to the Company, in exchange for the Purchased Assets. 


        1.5
Purchase Price Adjustments. No Purchase Price adjustments applicable.


        1.6
Investment Intent. The Company represents and warrants that it is
acquiring the Buyer Shares for investment purposes only and not with an intent
for resale of the same. The Company acknowledges and understands that the Buyer
Shares which are being issued are unregistered securities and will bear a
restrictive legend upon issuance. No sale or other disposition of these shares
will be allowed except upon the establishment of an exemption from the
registration provisions of the Securities Act of 1933 (the “Act”) or
by registration. The Company shall execute a letter of investment intent at the
time of delivery of the Buyer Shares. Future sales of the Buyer Shares by the
Company may be made pursuant to and in compliance with the provisions of Rule
144 of the Securities Act of 1933. 


        1.7
Risk of Loss. The risk of any loss of the Purchased Assets and any
other tangible or intangible assets to be transferred by the Company to the
Buyer will remain with the Company until the Closing Date, at which time the
risk of loss to such assets shall pass to the Buyer. 


2. Closing


        2.1.
Closing Date. The closing of the sale and purchase provided for herein
(the “Closing”) shall take place at 10:00 A.M., local time, at the
offices of the Buyer on or before December 13, 2000 or at such other place, time
and date as may hereafter be mutually agreed upon by the parties (such time and
date of Closing being hereinafter called the “Closing Date”). The
Execution Date shall be the date of execution of this Agreement. 


        2.2.
Action by The Buyer. Subject to the terms and conditions herein
contained, on the Closing Date, the Buyer shall deliver to the Company (in
addition to the documents and instruments to be delivered by it pursuant to
Articles 3 and 9 hereof): 


	      
      
        (a)	
the Buyer Shares representing the Purchase Price for the Purchased Assets, plus
or minus any adjustment; and









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        (b)	
the Employment Agreement.




        2.3.
Action by the Company. Subject to the terms and conditions herein
contained, on the Closing Date, the Company shall deliver to the Buyer (in
addition to the documents and instruments to be delivered by it pursuant to
Articles 3 and 8 hereof): 


	      
      
        (a)	
a duly executed bill of sale encompassing the Purchased Assets;




	      

              (b)	
all such warranties and licenses necessary to operate the equipment and software
as of the Closing Date;




	      
      
        (c)	
certificates of title; patent,  trademark,  trade name and copyright assignments
(in form suitable for recording in the United States Patent and Trademark Office
and in the comparable  offices of all relevant foreign  jurisdiction)  and other
instruments  of  transfer;  and all third party  consents,  including  that from
Cyberscience   Corporation   and  Wells  Fargo  Bank,   and   governmental   and
administrative approvals, as shall be, in the opinion of the Buyer, necessary or
appropriate  in order to  convey,  transfer  and assign to and vest in the Buyer
good and marketable  right,  title and interest in and to the Purchased  Assets,
free  and  clear  of  all  liens,  security  interests,   claims,   charges  and
encumbrances of any nature whatsoever.





        2.4.
Earnout Provisions. The Buyer warrants and agrees to pay the following to
the Company:


	      
      
        (a)	
The Buyer shall pay the Company a payout of fifty percent (50%) of the net gross
sales price (net gross  equals  selling  price less  direct  sales costs such as
commissions,  licensing  fees,  and  computer  costs) of all  sales of  software
completed within one year of the Execution Date of this Agreement.




	      
      
        (b)	
The Buyer shall pay the Company the following  payouts  related to sales
of seats under the ASP model completed by the former Allegro employees:




	      
      
        	
1.
Fifteen (15) dollars per seat per month for the first one hundred (100) seats.





	      
      
        	
2.
Ten (10) dollars per seat per month for the second one hundred (100) seats.





	      
      
        	
3.
Five (5) dollars per seat per month for the third one hundred (100) seats.





	      
      
        	
4.
All  payments  for seats will be payable  twelve  months from  installation  and
subject to payment by customers.









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3. Additional
Covenants.


        3.1.
Further Assurances. The Company hereby agrees that it shall from time
to time after the Closing Date, at its sole cost and expense, take any and all
actions, and execute, acknowledge, deliver, file and/or record any and all
documents and instruments, as any other party may reasonably request in order to
more fully perfect the rights which are intended to be granted to such party
hereunder. 


        3.2.
Non-Assignable Contracts. Nothing in this Agreement shall be construed
as an attempt to assign: (a) any contract or agreement that is at law
non-assignable without the consent of the other party thereto and as to which
such consent shall not have been given; or (b) any contract or agreement as to
which all the remedies for the enforcement thereof and the rights thereunder
enjoyed by the Company would not, as a matter of law, pass to the Buyer as an
incident of the assignments provided for by this Agreement. In order, however,
that the full value of every contract and agreement of the character described
in clauses (a) and (b) of the immediately preceding sentence and all claims and
demands relating to such contracts and agreements may be realized, the Company
hereby agrees with the Buyer that it will, at its sole cost and expense, at the
request and under the direction of the Buyer, in the name of the Company or
otherwise, as the Buyer shall specify and as shall be permitted by law, take all
such action and do or cause to be done all such things as shall be, in the
opinion of the Buyer, necessary or desirable (i) in order that the rights and
benefits of the Company under such contracts and agreements shall be preserved
and (ii) for, and to facilitate, the collection of the monies, services or
warranties due and payable, and to become due and payable, to the Company in and
under every such contract and agreement, and the Company will hold the same for
the benefit of and will pay the same, when received, to the Buyer. 


        3.3.
Investigation. Between the date hereof and the Closing Date, the Buyer
may, directly and through its representatives, make such investigation of the
Company, the business and the Purchased Assets as the Buyer deems necessary or
advisable, but such investigation shall not affect any of the representations
and warranties of the Company contained herein or in any instrument or document
delivered pursuant hereto. In furtherance of the foregoing, the Buyer and the
Buyer’s representatives shall have, at all reasonable times after the date
hereof, full access to the premises and to the books and records of the Company
pertaining to the Business, and the Company shall furnish to the Buyer and its
representatives such contracts, purchase orders, invoices, financial and
operating data and other information with respect to the Business and the
Purchased Assets as the Buyer may from time to time reasonably request. The
Buyer shall use its reasonable efforts not to disclose or use any confidential
information which it obtains in connection with the foregoing, except to the
extent which it deems to be necessary in order to evaluate the Business. In the
event that the purchase and sale transaction provided for herein is not
consummated for any reason whatsoever, the Buyer shall return to the Company all
documents, work papers and other written materials which were obtained by it
during the course of such investigation. 


        3.4.
Consummation of Transaction.  Each of the parties hereto hereby agrees to
use its best efforts to cause all conditions precedent to his or its obligations
and  to  the   obligations  of  the  other  parties  hereto  to  consummate  the
transactions contemplated hereby to be satisfied, including, but not limited to,
using its best efforts to obtain all  required  consents,  waivers,  amendments,
modifications,  approvals,  authorizations,  novations and  licenses;  provided,
however,  that  nothing  herein  contained  shall be deemed to modify any of the
obligations  imposed upon any of the parties  hereto under this Agreement or any
agreement executed and delivered pursuant hereto. 






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        3.5.
Cooperation. Each of the parties hereto hereby agrees to fully
cooperate with the other parties hereto in preparing and filing any notices,
applications, reports and other instruments and documents which are required by,
or which are desirable in the opinion of any of the parties hereto in respect
of, any statute, rule, regulation or order of any governmental or administrative
body in connection with the transactions contemplated hereby. 


        3.6.
Accuracy of Representations. Each party hereto agrees that prior to
the Closing Date it will enter into no transaction and take no action, and will
use its best efforts to prevent the occurrence of any event, which would result
in any of its representations, warranties or covenants contained in this
Agreement or in any agreement, document or instrument delivered pursuant hereto
not to be true and correct, or not to be performed as contemplated, at and as of
the time immediately after the occurrence of such transaction or event. 


        3.7.
Conduct of Business. The Company covenants and agrees to use its best
efforts to conduct its and their Business operations during the period from the
date hereof to the Closing Date only in the ordinary course of business and in a
manner consistent with the criteria previously provided to the Buyer and in
compliance with applicable laws, except pursuant to the terms hereof or unless
the Buyer shall otherwise agree in writing; and the Company shall use its best
efforts to, preserve intact and to maintain and preserve the Business and the
Purchased Assets, to keep available the services of the respective employees and
consultants of the Company and to preserve the present goodwill of and its
relationships with customers, suppliers and other persons with whom it has
business relations. By way of illustration and not limitation, the Company shall
not, between the date hereof and the Closing Date, directly or indirectly do, or
propose or commit to do, any of the following without the prior written consent
of the Buyer: 


	      
      
        (a)	
except as set forth on Schedule 3.7(a) and to the extent required under existing
written agreements as in effect on the date of this Agreement,  (i) increase the
compensation  or  fringe  benefits  of any of its  employees,  (ii)  enter  into
employment  arrangements,  with any other  employee  of the  Business  involving
compensation in excess of $25,000,  (iii) establish,  adopt, enter into or amend
or terminate any written agreement or other plan, agreement, trust, fund, policy
or  arrangement  for the benefit of any  employees or (iv)  notwithstanding  any
agreement  to the  contrary,  pay  any  bonus,  salary  or  compensation  to any
employee;




	      
      
        (b)	
sell, lease,  license,  mortgage or otherwise encumber or subject to any lien or
otherwise dispose of any of the Purchased Assets;










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        (c)	
incur any indebtedness for borrowed money or guarantee any such  indebtedness of
another person, issue or sell any debt securities or warrants or other rights to
acquire  any debt  securities  of the  Company,  guarantee  any debt of  another
person,  or enter into any arrangement  having the economic effect of any of the
foregoing;





	      
      
        (d)	
authorize or permit any of the  Company's  employees or any  investment  banker,
financial advisor,  attorney,  accountant or other  representative,  to solicit,
initiate or encourage  (including by way of furnishing  information) or take any
other action to  facilitate,  any inquiries or the making of any proposal  which
constitutes,  or may  reasonably be expected to lead to an agreement or a mutual
understanding  as to terms or the  execution of a letter of intent or definitive
agreement  or  publicly  announced  agreement  in  principle  with  regard  to a
transaction or series of transactions  with a party other than the Buyer,  which
transactions  relate to the sale or other  disposition of the shares,  assets or
business of the Company or any other financing, stock repurchase, restructuring,
stock  issuance or similar  transaction  (other than in the  ordinary  course of
business)  which causes the Company not to  consummate  any of the  transactions
contemplated by this Agreement.






        3.8.
Use of Names. At the Closing, the Company shall, at its cost and
expense, take such other action as is necessary or is in the opinion of the
Buyer desirable so that the Buyer will have full and exclusive right, title and
interest in and to, and exclusive use of, all of the names, brands and marks
used in connection with the Business, including, without limitation, the names
“Maestro” and “Allegro”. In furtherance of the foregoing,
the Company hereby agrees from and after the Closing Date it shall not use or
permit any of their companies or affiliates to use, directly or indirectly, any
of such words, names, brands, marks or expressions, or anything so closely
resembling any of the foregoing as to be likely confused therewith, or as to be
likely to detract from the value of any of the Purchased Assets or the Business. 


        3.9.
Waiver of Compliance with Bulk Transfer Laws. With respect to the
transactions contemplated by this Agreement, the Buyer and the Company hereby
waive compliance with any applicable provisions of the so-called “bulk
transfer laws” (Article 6 of the Uniform Commercial Code) of any relevant
jurisdiction. The Company hereby agrees to indemnify and hold the Buyer harmless
from and against any and all losses, liabilities, claims, damages, costs and
expenses (including reasonable attorneys, fees and disbursements) which Buyer
may sustain, suffer or incur as a result of or in connection with such
“bulk transfer laws” or the waiver hereby of compliance therewith. 


        3.10.
Payment of Taxes Upon Transfer of Purchased Assets.


	      
      
        (a)	
It is the  intent  of the  parties  that the  transaction  contemplated  by this
Agreement  will  constitute  a tax-free  reorganization  within  the  meaning of
§368(a) of the Internal Revenue Code of 1986, as amended.










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        (b)	
The parties  agree that the Buyer shall have no  liability  or other  obligation
with  respect to the  payment of any federal or state  taxes,including,  but not
limited to, any income,  payroll,  transfer or sale taxes assessable against the
Company with respect to the sale by the Company of the Purchased Assets.






        3.11.
Survival of Representations and Warranties. Each of the parties hereto
hereby agrees that all representations and warranties made by or on behalf of it
in this Agreement or in any document or instrument delivered pursuant hereto
shall survive for a period of three (3) years following the Closing Date and the
consummation of the transactions contemplated hereby, except with respect to the
representation and warranties set forth in Articles 4 and 5 which shall survive
for the applicable statute of limitation periods. 


        3.12.
Books and Records. The Company shall, for a period of at least three
(3) years following the Closing Date, maintain and make available to the Buyer
and its representatives for inspection and reproduction, during regular business
hours, all books and records relating to the Purchased Assets, and the Business.
The Buyer shall, for a period of at least three (3) years following the Closing
Date, maintain and make available to the Company and its representatives for
inspection and reproduction, during regular business hours, all books and
records relating to the underlying Purchased Assets, the Business, but only
insofar as said books and records relate to periods ending on or prior to the
Closing Date. 


        3.13.
Discharge of Liens.> The Company shall cause all liens,  claims,  charges
and encumbrances  upon any of the Purchased Assets to be terminated or otherwise
discharged at or prior to the Closing Date.


        3.14.
 Products Liability Insurance. On or prior to the Closing Date,
the Company shall, at its expense, cause the Buyer to be named as an additional
insured under any of its products liability insurance policies as in effect on
the Closing Date. The Company shall provide the Buyer with a copy of said
policies at the Closing, together with the written agreements of the insurers
that said policies will not be modified or canceled without at least 30
day’s prior written notice to the Buyer. 


        3.15.
Employment  Agreement.  At the  Closing,  the Buyer  shall  enter into an
employment  contract with Edward Nichols in substantially  the form of Exhibit C
attached hereto (the "Employment Agreement").


4.  Representations
and Warranties of the  Company.  The Company  represents and warrants to the
Buyer as follows:


        4.1.
Ownership and Power. The Company has full power and authority to own,
lease and operate the Purchased Assets, the Business and to carry on its
business as presently contemplated and as provided in the marketplace. There are
no states or jurisdictions in which the character and location of any of the
equipment or properties owned or leased by the Company, or the conduct of its
business, makes it necessary for it to qualify to do business as a foreign
corporation. 






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        4.2
Fair Market Value. All assets being sold to the Buyer herein and
listed on Exhibit A hereto have been duly and validly purchased and are fully
paid for with no claim or lien or set-off, except as otherwise disclosed herein. 


        4.3.
Authority. The execution and delivery by the Company of this Agreement
and of all of the agreements to be executed and delivered by it pursuant hereto,
the performance by it of its obligations hereunder and thereunder, and the
consummation of the transactions contemplated hereby and thereby, have been duly
and validly authorized by all necessary action on the Company, and the Company
has all necessary power with respect thereto. This Agreement is, and when
executed and delivered by the Company and each of the other agreements to be
delivered by any or all of them pursuant hereto will be, the valid and binding
obligation of the Company in accordance with its terms. 


        4.4.
Non-contravention. Except as set forth on Schedule 4.4 neither the
execution and delivery by the Company, or of any agreement to be executed and
delivered by it pursuant hereto, nor the consummation of any of the transactions
contemplated hereby or thereby, nor the performance by it of its obligations
hereunder or thereunder, will (nor with the giving of notice or the lapse of
time or both would): (a) conflict with or result in a breach of any provision of
any agreements or licenses of the Company; or (b) give rise to a default, or any
right of termination, cancellation or acceleration, or otherwise be in conflict
with or result in a loss of contractual benefits to any of them, under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, agreement or other instrument or obligation to which any of them is a
party or by which any of them or any of the Purchased Assets may be bound, or
require any consent, approval or notice under the terms of any such document or
instrument; or (c) violate any order, writ, injunction, decree, law, statute,
rule or regulation of any court or governmental or administrative authority
which is applicable to any of them, the Company or any of the Purchased Assets,
or (d) result in the creation or imposition of any lien, claim, security
interest restriction, charge or encumbrance upon the Company or any of the
Purchased Assets, or (e) interfere with or otherwise adversely affect the
ability of the Buyer to carry on the Business after the Closing Date on
substantially the same basis as it is now being conducted by the Company. 


        4.5
Absence of Undisclosed Liabilities or Change of Equity. The Company
has no liabilities or obligations of any nature whatsoever, whether accrued,
absolute, contingent or otherwise, which have not been: (a) in the case of
liabilities and obligations of a type customarily reflected on a balance sheet
prepared in accordance with GAAP, or (b) in the case of other types of
liabilities and obligations, described in any of the Schedules delivered
pursuant hereto or omitted from said Schedules in accordance with the terms of
this Agreement. 


        4.6.
Assets.  The  Purchased  Assets  comprise  all of the  assets  which  are
necessary  in order for the Buyer to carry on the  proposed  Business  after the
Closing  Date on  substantially  the same  basis as is now  contemplated  by the
Company and as represented to the Buyer. The Company has good and valid title to
all of the  Purchased  Assets and the Company has good and valid title to all of
its  Assets,  free and  clear  of all  mortgages,  liens,  pledges,  charges  or
encumbrances  of any nature  whatsoever.  All equipment  and software  which are
material to the business, operation or condition (financial or otherwise) of the
Company is in good  operating  condition  and repair,  and is  suitable  for the
purposes  for  which  they are used;  and none of such  equipment,  software  or
systems,  when built, will require any specialized  repairs except for ordinary,
routine maintenance and repairs which are not substantial in nature or cost.







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        4.7.
Litigation. Other than as set forth in Schedule 4.7, there are no
claims, suits, actions, arbitration, investigations, inquiry or other proceeding
before any governmental agency, court or tribunal, domestic or foreign, or
before any private arbitration tribunal, pending or, to the best of the
knowledge of the Company, threatened, against or relating to the Company, the
Business or any of the Purchased Assets; nor, is there any basis for any such
claim, suit, action, arbitration, investigation, inquiry or other proceeding.
There are no judgments, orders, stipulations, injunctions, decrees or awards in
effect which relate to the Company, the Business or any of the Purchased Assets,
the effect of which is (a) to limit, restrict, regulate, enjoin or prohibit any
business practice in any area, or the acquisition of any properties, assets or
businesses, or (b) otherwise materially adverse to the Business or any of the
Purchased Assets. 


        4.8.
No Violation of Law. The Company is not engaging in any activity or
omitting to take any action as a result of which: (a) it is in violation of any
law, rule, regulation, zoning or other ordinance, statute, order, injunction or
decree, or any other requirement of any court or governmental or administrative
body or agency, applicable to the Company, the Business or any of the Purchased
Assets, including, but not limited to, those relating to: occupational safety
and health; environmental and ecological protection (e.g., the use, storage,
handling, transport or disposal of pollutants, contaminants or hazardous or
toxic materials or wastes, and the exposure of persons thereto); business
practices and operations; labor practices; employee benefits; and zoning and
other land use, and (b) the Company, the Business and/or the Purchased Assets
have been or may be materially and adversely affected. 


        4.9.
Intellectual Property. Schedule 4.9 is a complete and correct list of
all (a) United States and foreign patents, trademark and trade name
registrations, trademarks and trade names, brandmarks and brand name
registrations, service-marks and serviceman registrations, assumed names and
copyrights and copyright registrations, owned in whole or in part or used by the
Company, and all applications therefor, (b) inventions, discoveries,
improvements, processes, formulae, proprietary rights and trade secrets relating
to the Business, and (c) licenses and other agreements to which the Company is a
party or otherwise bound which relate to any of the foregoing. Except as
expressly set forth in said Schedule 4.9, (a) the Company owns or has the right
to use all of the foregoing; (b) no proceedings have been instituted, are
pending or, to the best of the knowledge of the Company is threatened, which
challenge the rights of the Company in respect thereto or the validity thereof
and, to the best knowledge of the Company, there is no valid basis for any such
proceedings; (c) none of the aforesaid violates any laws, statutes, ordinances
or regulations, or has at any time infringed upon or violated any rights of
others, or is being infringed by others; and (d) none of the aforesaid is
subject to any outstanding order, decree, judgment, stipulation or charge. 






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        4.10.
Tax Matters. The Company has filed with the appropriate governmental
agencies all tax returns and reports required to be filed by them, and have paid
in full or made adequate provision for the payment of, all taxes, interest,
penalties, assessments and deficiencies shown to be due or claimed to be due on
such tax returns and reports. The United States federal income tax returns of
the Company have not been audited by the Internal Revenue Service (the
“IRS”). 


        4.11.
Insurance. Attached hereto as Schedule 4.11 is a complete and correct
list and summary description of all policies of insurance relating to any of the
Purchased Assets or the Business in which the Company is an insured party,
beneficiary or loss payable payee. Such policies are in full force and effect,
all premiums due and payable with respect thereto have been paid, and no notice
of cancellation or termination has been received by the Company with respect to
any such policy. In the opinion of the Company, such policies cover risks
normally insured against, and are in amounts normally carried, by companies
engaged in similar businesses. The Company has not sustained any material loss
or interference with its business from fire, storm, explosion, flood or other
casualty, whether or not covered by insurance, or from any labor dispute or
court of governmental action, order or decree. 


        4.12.
Employee Arrangements.


	      
      
        (a)	
Schedule 4.12 is a complete and correct list and summary  description of all (i)
union, collective bargaining, employment, management, termination and consulting
agreements  to  which  the  Company  is a party  or  otherwise  bound,  and (ii)
compensation plans and arrangements; bonus and incentive plans and arrangements;
deferred  compensation plans and arrangements;  pension and retirement plans and
arrangements;  profit-sharing and thrift plans and arrangements;  stock purchase
and stock option plans and arrangements;  hospitalization and other life, health
or  disability  insurance  or  reimbursement  programs;   holiday,  sick  leave,
severance,  vacation, tuition reimbursement,  personal loan and product purchase
discount  policies and arrangements;  and other plans or arrangements  providing
for benefits for  employees of the Company.  Said  Schedule also lists the names
and  compensation of all employees of the Company whose earnings during the last
fiscal  year  was  $25,000  or  more  (including  bonuses  and  other  incentive
compensation),  and all  employees  who are  expected  to  receive at least said
amount in respect of the present year.





	      
      
        (b)	
Schedule 4.12 also sets forth all  outstanding  loans and other advances  (other
than travel  advances  in the  ordinary  course of business  which do not exceed
$1,000 per  individual)  made by the Company to any of its officers,  directors,
employees, partners or consultants.






        4.13.
Certain  Business  Matters.  Except as is set forth in Schedule 4.13 (a),
the Company is not a party to or bound by any distributorship, dealership, sales
agency, franchise or similar agreement which relates to the sale or distribution
of any of the products and services of the Business, (b) the product and service
warranties given by the Company or by which they are bound (complete and correct
copies  or  descriptions  of which  are set forth on  Schedule  4.13,  entail no
greater  obligations than are customary in the business of the Company,  (c) the
Company is not a party to or bound by any agreement  which limits its freedom to
compete  in any line of  business  or with  any  person,  or which is  otherwise
materially  burdensome to it, and (d), the Company is not a party to or bound by
any  agreement  in which the Company has, or had when made, a direct or indirect
material interest. 





10








        4.14.
Certain Contracts. Schedule 4.14 is a complete and correct list of all
contracts, commitments, indentures, mortgages, obligations, agreements and
understandings which are not set forth in any other Schedule delivered hereunder
and to which the Company is a party or otherwise bound, except for each of those
which (a) was made in the ordinary course of business, and (b) either (i) is
terminable by the Company (and will be terminable by Buyer) without liability,
expense or other obligation on 30 days, notice or less, or (ii) may be
anticipated to involve aggregate payments to or by the Company of $10,000 (or
the equivalent) or less calculated over the full term thereof, and (c) is not
otherwise material to the Business or any of the Purchased Assets. Complete and
correct copies of all contracts, commitments, indentures, mortgages,
obligations, agreements and undertakings set forth on any of the Schedules
delivered pursuant to this Agreement have been furnished by the Company to the
Buyer, and except as expressly stated on the Schedule on which they are set
forth, (a) each of them is in full force and effect, no person or entity which
is a party thereto or otherwise bound thereby is in default thereunder, and no
event, occurrence, condition or act exists which does (or which with the giving
of notice or the lapse of time or both would) give rise to a default or right of
cancellation, acceleration or loss of contractual benefits thereunder; (b) there
has been no threatened cancellations thereof, and there are no outstanding
disputes thereunder; and (c) none of them is materially burdensome to the
Company. None of the material provisions of such contracts, instruments or
agreements violates any existing applicable law, rule, regulation, judgment,
order or decree of any governmental agency or court having jurisdiction over the
Company, the Business or the Purchased Assets. 


        4.15.
Approvals. Schedule 4.15 is a complete and correct list of all
governmental, administrative and third-party consents, permits, appointments,
approvals, licenses, certificates, franchises and other authorizations which are
necessary for the operation of the Business or to own or operate the Company and
the Purchased Assets, all of which have been obtained by the Company and are in
full force and effect. There are no proceedings pending or, to the best of the
Company’s knowledge, threatened, or any basis therefor, seeking to cancel,
terminate or limit such consents, permits, appointments, approvals, licenses,
certificates, franchises or other authorizations. 


        4.16.
Information as to the Company. None of the representations or
warranties made by the Company in this Agreement or in any agreement executed
and delivered by or on behalf of any of them pursuant hereto are false or
misleading with respect to any material fact, or omit to state any material fact
necessary in order to make the statements therein contained not misleading. 


5.  Representations
and Warranties as to the Buyer. The Buyer and FocVs represent and warrant to
the Company as follows:






11








        5.1.
Organization, Standing and Power. The Buyer and FocVs are corporations
duly organized, validly existing and in good standing under the laws of the
State of Colorado, with full corporate power and authority to own, lease and
operate its properties and to carry on its business as presently conducted by
it. As of September 15, 2000, FocVs has 10,000,000 shares of its common stock
authorized, of which 10,000 are issued and outstanding. All shares are fully
paid and non-assessable. As of October 2, 2000, the Buyer has 50,000,000 shares
of common stock authorized, of which 17,571,612 are issued and outstanding. 


        5.2.
Authority. The execution and delivery by the Buyer and FocVs of this
Agreement and of each agreement to be executed and delivered by them pursuant
hereto, the compliance by the Buyer and FocVs with the provisions hereof and
thereof, and the consummation of the transactions contemplated hereby and
thereby, have been duly and validly authorized by all necessary corporate action
on the part of the Buyer and FocVs have all necessary corporate power with
respect thereto. This Agreement is, and when executed and delivered by the Buyer
and FocVs and other agreement to be executed and delivered by either or both of
them pursuant hereto will be, the valid and binding obligation of the Buyer and
FocVs, as applicable, in accordance with its terms. Neither the execution and
delivery by the Buyer or FocVs of this Agreement or of any of the aforementioned
other agreements, nor the consummation of the transactions contemplated hereby
or thereby, nor the compliance by the Buyer or FocVs with the provisions hereof
and thereof, will (nor with the giving of notice or the lapse of time or both,
would) conflict with or result in a violation of any provision of the
Certificates of Incorporation or By-laws of either the Buyer or FocVs, or in the
breach of any material agreement to which the Buyer or FocVs is a party or
otherwise bound. 


6.Indemnification.


        6.1.
Indemnification by the Company. The Company shall indemnify and hold
the Buyer and FocVs harmless from and against any and all losses, obligations,
deficiencies, liabilities, claims, damages, costs and expenses including,
without limitation, the amount of any settlement entered into pursuant hereto,
and all reasonable legal and other expenses incurred in connection with the
investigation, prosecution or defense of any matter indemnified pursuant hereto
(a “Loss”) which Loss the Buyer may sustain, suffer or incur and which
arise out of, are caused by, relate to, or result or occur from or in connection
with (a) liabilities of the Company other than the Limited Assumed Liabilities,
(b) the noncompliance with any applicable bulk transfer laws of any
jurisdiction, or (c) the breach by the Company of any representation, warranty
or covenant made by him or it in this Agreement or in any agreement or
instrument executed and delivered pursuant hereto. This indemnification
obligation shall also apply to claims directly by the Buyer against the Company
as well as to third party claims. In no event, however, shall the Company’s
responsibility for indemnification herein exceed $50,000. 


        6.2.
Indemnification by the Buyer. The Buyer indemnities and holds the Company
harmless from and against any Loss,  which Loss any of them may sustain,  suffer
or incur and which  arise out of, are  caused by,  relate to, or result or occur
from or in connection with (a) the Limited Assumed Liabilities or (b) the breach
by the Buyer of any  representation,  warranty  or  covenant  made by it in this
Agreement or in any  agreement or  instrument  executed and  delivered  pursuant
hereto. This  indemnification  obligation shall also apply to claims directly by
the Company  against the Buyer as well as to third  party  claims.  In no event,
however, shall the Buyer’s responsibility for indemnification herein exceed
$50,000. 






12







        6.3.
Third Party Claims. If a claim by a third party is made against any
party or parties hereto and the party or parties against whom said claim is made
intends to seek indemnification with respect thereto under this Article 6, the
party or parties seeking such indemnification shall promptly notify the
indemnifying party or parties, in writing, of such claim; provided, however,
that the failure to give such notice shall not affect the rights of the
indemnified party or parties hereunder unless such failure materially and
adversely affects the indemnifying party or parties. The indemnifying party or
parties shall have ten days after said notice is given to elect, by written
notice given to the indemnified party or parties, to undertake, conduct and
control, through counsel of their own choosing (subject to the consent of the
indemnified party or parties, such consent not to be unreasonably withheld) and
at their sole risk and expense, the good faith settlement or defense of such
claim, and the indemnified party or parties shall cooperate with-the
indemnifying parties in connection therewith; provided: (i) in the case of the
Company as the indemnifying party or parties, it shall not thereby permit to
exist any lien, encumbrance or other adverse change upon any of the Purchased
Assets, the Buyer or the Business, and (ii) the indemnified party or parties
shall be entitled to participate in such settlement or defense through counsel
chosen by the indemnified party or parties, provided that the fees and expenses
of such counsel shall be borne by the indemnified party or parties. So long as
the indemnifying party or parties are contesting any such claim in good faith,
the indemnified party or parties shall not pay or settle any such claim;
provided, however, that notwithstanding the foregoing, the indemnified party or
parties shall have the right to pay or settle any such claim at any time,
provided that in such event they shall waive any right of indemnification
therefor by the indemnifying party or parties. If the indemnifying parties do
not make a timely election to undertake the good faith defense or settlement of
the claim as aforesaid, or if the indemnifying parties fail to proceed with the
good faith defense or settlement of the matter after making such election, then,
in either such event, the indemnified party or parties shall have the right to
contest, settle or compromise the claim at their exclusive discretion, at the
risk and expense of the indemnifying parties to the full extent set forth in
Sections 6.1 or 6.2 hereof, as the case may be. 


7.
Non-disclosure; Non-compete.


        7.1.
“Confidential Information” Defined. As used in this Article
7, the term “Confidential Information” shall mean any and all
information (oral and written) relating to the Business or the Purchased Assets,
other than such information which can be shown by the Company to be in the
public domain (such information not being deemed to be in the public domain
merely because it is embraced by more general information which is in the public
domain) other than as the result of a breach of the provisions of Section 7.2
below, including, but not limited to, information relating to: identity and
description of goods and services used; purchasing; costs; pricing; machinery
and equipment; manufacturing processes; technology; research; test procedures
and results; customers and prospects; marketing; and selling and servicing.






13








        7.2.
Non-disclosure of Confidential Information. Except to the extent that
such disclosure shall be a matter of public record or shall be required by
applicable law, the Company hereby agrees not to, at any time, directly or
indirectly, use, communicate, disclose or disseminate any Confidential
Information in any manner whatsoever. 


        7.3
Non-Compete Covenant. The Company shall not, during the two (2) year
period commencing on the Closing Date, directly or indirectly, within any county
in any state within the United States of America or any province within Canada
in which FocVs is engaged in the Business, take any action which constitutes an
interference with or a disruption of the Buyer’s operation of the Business,
or the Buyer’s use, ownership and enjoyment of the Purchased Assets
including, without limitation, the solicitations of the Buyer’s customers,
any persons currently listed on the personal lists of the Company, the Buyer or
the Buyer’s independent contractors. 


        At
no time during the term of this Non-Compete Covenant shall the Company, directly
or indirectly, disparage the commercial, business or financial reputation of the
Buyer.


        For
the  purpose  of   clarification,   but  not  limitation,   the  Company  hereby
acknowledges and agrees that the provisions of this  Non-Compete  Covenant shall
serve as a prohibition against it, during the period described herein,  directly
or indirectly,  hiring,  offering to hire,  enticing away or in any other manner
persuading  or  attempting  to persuade any officer,  employee,  agent,  lessor,
lessee, licensor,  licensee,  customer,  prospective customer or supplier of the
Business to discontinue or alter his or its relationship with the Business.


        7.3.
Injunctive Relief, etc. The parties hereto hereby acknowledge and
agree that (a) the Buyer would be irreparably injured in the event of a breach
by the Company of any of his or its obligations under this Article 7 with
respect to unauthorized disclosure of Confidential Information or engaging in
activities in violation of Section 7.3, (b) monetary damages would not be an
adequate remedy for any such breach, and (c) the Buyer shall be entitled to
injunctive relief, in addition to any other remedy which it may have, in the
event of any such breach. It is hereby also agreed that the existence of any
claims which the Company may have against the Buyer, whether under this
Agreement or otherwise, shall not be a defense to the enforcement by the Buyer
of any of its rights under this Article 7. 


        7.4.
Scope of Restriction. It is the intent of the parties hereto that the
covenants contained in this Article 7 shall be enforced to the fullest
extent permissible under the laws of and public policies of each jurisdiction in
which enforcement is sought (the Company hereby acknowledges that said
restrictions are reasonably necessary for the protection of the Buyer).
Accordingly, it is hereby agreed that if any one or more of the provisions of
this Article 7 shall be adjudicated to be invalid or unenforceable for any
reason whatsoever, said provision shall be (only with respect to the operation
thereof in the particular jurisdiction in which such adjudication is made)
construed by limiting and reducing it so as to be enforceable to the extent
permissible. 






14









        
 7.6. Additional Undertakings. The provisions of this
Article 7 shall be in addition to, and not in lieu of, any other obligations
with respect to the subject matter hereof, whether arising as a matter of
contract, by law or otherwise, including, but not limited to, any obligations
which may be contained in any employment or consulting agreements between the
Buyer and the Company. 


8. Right of
the Buyer to Abandon. The Buyer shall have the right to terminate this
Agreement and abandon the transactions contemplated hereby in the event that any
of the following shall not be true or shall not have occurred, or have been
waived by the Buyer as the case may be, as of the Closing Date: 


        8.1.
Accuracy of Representations and Warranties. The representations and
warranties of the Company contained in this Agreement or in any document,
agreement or instrument delivered by it pursuant hereto shall have been true
when made, and, in addition, shall be true on and as of the Closing Date with
the same force and effect as though made on and as of the Closing Date. 


        8.2.
Performance of Agreements. The Company shall have performed all
obligations and agreements, and complied with all covenants and conditions,
contained in this Agreement or in any document, agreement or instrument
delivered by any or all of them pursuant hereto and required to be performed or
complied with by any or all of them at or prior to the Closing Date.


        8.3.
Certificate.   The  Company  shall  have   furnished  the  Buyer  with  a
certificate  dated the Closing  Date,  to the effect that he or it has fulfilled
the conditions specified in Sections 8.1 and 8.2 above.


        8.4.
Opinion of Counsel for Buyer. The Buyer shall have received an opinion of
Futro & Trauernicht, LLC, special counsel for the Company, dated the
December 13, 2000, in substantially the form of Exhibit D attached hereto and
made a part hereof. 


        8.5.
Litigation. No order of any court or administrative agency shall be in
effect which restrains or prohibits the transactions contemplated hereby, and no
suit, action, inquiry, investigation or proceeding in which it will be, or it
is, sought to restrain, prohibit or change the terms of or obtain damages or
other relief in connection with this Agreement or any of the transactions
contemplated hereby, and which in the judgment of the Buyer makes it inadvisable
to proceed with the consummation of such transactions, shall have been
instituted or threatened by any person or entity. 


        8.6.
Consents and Approvals. All consents, waivers, approvals, licenses and
authorizations by third parties and governmental and administrative authorities
(and all amendments or modifications to existing agreements with third parties)
required as a precondition to the performance by the Company of its obligations
hereunder and under any agreement delivered pursuant hereto, including, without
limitation, the consent of any landlord, or which in FocVs or the Buyer’s
judgment are necessary to continue unimpaired any rights in and to the Purchased
Assets which could be impaired by the purchase and sale hereunder, shall have
been duly obtained and shall be in full force and effect.






15








        8.7.
Date of Closing.  The sale and purchase of the Purchased  Assets pursuant
hereto shall have been consummated on or prior to December 13, 2000.


        8.8.
Validity of Transactions.  The validity of all transactions  contemplated
hereby,  as well as the  form  and  substance  of all  agreements,  instruments,
opinions,  certificates  and other documents  delivered by the Company  pursuant
hereto,  shall be  satisfactory  in all  material  respects to the Buyer and its
counsel.


        8.9.
Board  Authorization.  The  approval  of  this  Agreement  and all of the
transactions contemplated hereby by the Board of Directors of the Buyer.


        8.10.
Due Diligence. The Buyer, being satisfied that the results of its
“due diligence investigation” (as contemplated in Section 3.3 hereof)
of the Company’s business, liabilities, properties and assets are
materially consistent with all of the data, statistics, financial statements,
representations, assurances and other information, financial and otherwise
relating to the Company’s business liabilities, properties and assets
provided to the Buyer by the Company, either orally or in writing, prior to the
date of this Agreement. 


        8.11.
Audit of the  Company.  The Buyer's  experts and  accountants  shall have
completed  their  financial  audit of the  Company and the  Purchased  Assets or
waived such requirement.


        8.12.
Employment  Agreement.  Edward Nichols shall have executed the Employment
Agreement with the Buyer.


        8.13.
No Material Adverse Changes. Except as otherwise permitted by this
Agreement, there shall not have occurred after the date hereof, in the
reasonable judgment of Buyer, a material adverse change in the condition or
capability of Allegro, the Purchased Assets or the Business. 


9.  Right of the
Company to Abandon. The Company shall have the right to terminate this
Agreement and abandon the transactions contemplated hereby in the event that any
of the following shall not be true or shall not have occurred, as the case may
be, as of the Closing Date: 


        9.1.
Accuracy of Representations and Warranties. The representations and
warranties of the Buyer and FocVs contained in this Agreement or in any
document, agreement or instrument delivered by them pursuant hereto shall have
been true when made, and, in addition, shall be true on and as of the Closing
Date with the same force and effect as though made on and as of the Closing
Date. 


        9.2.
Performance of Agreements. The Buyer and FocVs shall have performed all
obligations and agreements, and complied with all covenants and conditions,
contained in this required to be performed or complied with by them at or prior

to the Closing Date.





16







        9.3.
Certificate. The Buyer and FocVs shall have furnished the Company with a
certificate, executed by a responsible executive officer of the Buyer, dated the
Closing Date, to the effect that it has fulfilled the conditions specified in
Sections 9.1 and 9.2 hereof.


        9.4.
Opinion of Counsel for Company. The Company shall have received an
opinion of Thomas F. Pierson, P.C., counsel for the Buyer and FocVs, dated the
Closing Date, in substantially the form of Exhibit E attached hereto and made a
part hereof.


        9.5.
Litigation. No order of any court or administrative agency shall be in
effect which restrains or prohibits the transactions contemplated hereby, and no
suit, action, inquiry, investigation or proceeding in which it will be, or it
is, sought to restrain, prohibit or change the terms of or obtain damages or
other relief in connection with this Agreement or any of the transactions
contemplated hereby, and which in the judgment of the Company makes it
inadvisable to proceed with the consummation of such transactions, shall have
been instituted or threatened by any person or entity. 


        9.6.
Consents and Approvals. All consents, waivers, approvals, licenses and
authorizations by third parties and governmental and administrative authorities
(and all amendments and modifications to existing agreements with third parties)
required as a precondition to the performance by the Buyer or FocVs of their
obligations hereunder shall have been duly obtained and shall be in full force
and effect. 


        9.8.
Employment Agreement. The Buyer shall have executed the Employment
Agreement with Edward Nichols.


10.
Miscellaneous Provisions.


        10.1.
Effect of Abandonment. In the event that this Agreement is terminated
and the transactions contemplated hereby are abandoned pursuant to the terms
hereof, this Agreement shall forthwith become wholly void and of no force and
effect, except as to the last two sentences of Section 3.3 hereof and Section
10.2 hereof; provided, however, that nothing in this Agreement contained shall
be deemed to relieve any party hereto from liability for any breach of this
Agreement prior to termination. 


        10.2.
Expenses. Except as otherwise provided in this Agreement, the parties
hereto shall pay its own costs and expenses in connection with this Agreement
and the transactions contemplated hereby. The parties agree that audits will be
required for this transaction. The parties will mutually agree on the auditor
and price prior to closing and agree to split the cost equally. 


        10.3.
Execution in Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement, and shall become effective when one or
more counterparts has been signed by each of the parties hereto and delivered to
each of the other parties hereto.







17







        10.4.
Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given or
made as of the date delivered, if delivered personally, or one (1) business day
after having been deposited with courier, if sent by overnight courier or having
been sent by telecopy, if sent by telecopy (receipt confirmed), or three (3)
business days after having been mailed, if mailed by registered or certified
mail, postage prepaid, return receipt requested, as follows: 


	      
      
        If to Buyer, to:	
easyQual.com or FocVs

6725 East Tennessee Suite 500

Denver, Colorado

Attn: James Saunders




	      
      
        Copy to:	
Thomas F. Pierson, P.C.

1004 Depot Hill Road, Suite 1E

Broomfield, Colorado 80020

Attn: Thomas F. Pierson, Esq.




	      
      
        If to Allegro to:	
Mr. Edward Nichols

101 University Blvd., #420

Denver, Colorado 80206




	      
      
        Copy to:	
Futro & Trauernicht, LLC

1401 17th Street, 11th Floor

Denver, Colorado 80202

Attn:  Richard C. Noyes, Esq.





or to such other address
as any party shall have designated by like notice to the other parties hereto
(except that a notice of change of address shall only be effective upon
receipt). 


        10.5.
Amendment. This Agreement may only be amended by a written instrument
executed by each of the parties hereto.


        10.6.
Entire Agreement. This Agreement (together with the other agreements
and documents being delivered pursuant to or in connection with this Agreement)
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements and understandings of
the parties, oral and written, with respect to the subject matter hereof. 


        10.7.
Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this
Agreement.






18







        10.8.
Assignment. Prior to the Closing Date, neither this Agreement nor any
rights, interests or obligations hereunder may be assigned (by operation of law
or otherwise) by any >party hereto without the prior written consent of all of
the parties hereto, except that this Agreement may be assigned by the Buyer to
FocVs without the need for such prior consent. Regardless of such assignment,
the Buyer shall remain obligated to perform its obligations under this
Agreement. 


        10.9.
Binding Effect; Benefits. This Agreement shall inure to the benefit
of, and shall be binding upon, the parties hereto and their respective heirs,
legal representatives, successors and permitted assigns. Nothing herein
contained, express or implied, is intended to confer upon any person other than
the parties hereto and their respective heirs, legal representatives, successors
and permitted assigns, any rights or remedies under or by reason of this
Agreement. 


        10.10.
Waiver, etc. The failure of any of the parties hereto to at any time
enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of
this Agreement or any provision hereof or the right of any of the parties hereto
to thereafter enforce each and every provision of this Agreement. No waiver of
any breach of any of the provisions of this Agreement shall be effective unless
set forth in a written instrument executed by the party or parties against whom
or which enforcement of such waiver is sought; and no waiver of any such breach
shall be construed or deemed to be a waiver of any other or subsequent breach. 


        10.11.
Severabilitv. Any provision of this Agreement which is held by a court
of competent jurisdiction to be prohibited or unenforceable in any
jurisdictions) shall be, as to such jurisdictions), ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. 


        10.12.
Announcements. No party hereto shall issue any press release or
otherwise divulge the existence of this Agreement or the transactions
contemplated hereby without the prior approval of the other parties hereto,
except as may be required by applicable law or the applicable rules or
regulations of any stock exchange. 


        10.13.
Schedules. The Schedules delivered pursuant to this Agreement are an integral
part hereof. Each such Schedule shall be in writing and shall indicate the
section number.


        10.14
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado (without regard to the laws of conflict
that might otherwise apply).





[SIGNATURE
PAGE FOLLOWS]







19








        IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
hereto as of the date first above written.




        
                
                
                
                
                
                
EASYQUAL.COM, INC.


        
                
                
                
                
                
                
By ///Signed///          
                

        
                
                
                
                
                
                
James Saunders, Chairman


        
                
                
                
                
                
                
FOCVS TECHNOLOGIES, INC.


        
                
                
                
                
                
                
By ///Signed///          
                

        
                
                
                
                
                
                
Scott Salzman, President


        
                
                
                
                
                
                
ALLEGRO SOFTWARE, INC.
        
                
                
                
                
                
                
By ///Signed///          
                
        
                
                
                
                
                
                
Edward Nichols, President














20