Exhibit 10.25

                               SERIES A PREFERRED

                            STOCK PURCHASE AGREEMENT

                                     BETWEEN

                       XYVISION ENTERPRISE SOLUTIONS, INC.

                                       AND

                        CADMUS COMMUNICATIONS CORPORATION







                                February 16, 2001


<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>      <C>                                                                                                     <C>
                                                                                                                 Page
1.       Purchase And Sale Of Stock...............................................................................1
         --------------------------


         1.1.     Authorization and Sale of Series A Preferred Stock..............................................1
         1.2.     Closing  1
         1.3.     Investor Rights Agreement.......................................................................2
         1.4.     Use of Proceeds.................................................................................2


2.       Representations And Warranties Of The Company............................................................2
         ---------------------------------------------

         2.1.     Organization, Good Standing and Qualification...................................................2
         2.2.     Capitalization and Voting Rights................................................................2
         2.3.     Subsidiaries....................................................................................5
         2.4.     Authorization...................................................................................5
         2.5.     Valid Issuance of Preferred and Common Shares...................................................5
         2.6.     Governmental Consents...........................................................................6
         2.7.     Offering 6
         2.8.     Litigation......................................................................................6
         2.9.     Proprietary Information Agreements and Employee Obligations.....................................7
         2.10.    Patents and Trademarks..........................................................................8
         2.11.    Compliance with Other Instruments..............................................................10
         2.12.    Agreements; Action.............................................................................10
         2.13.    Related-Party Transactions.....................................................................13
         2.14.    Financial Statements...........................................................................13
         2.15.    Changes  14
         2.16.    Taxes..........................................................................................16
         2.17.    Permits  16
         2.18.    Environmental and Safety Laws..................................................................17
         2.19.    Disclosure.....................................................................................17
         2.20.    Overview 18
         2.21.    Registration Rights............................................................................18
         2.22.    Corporate Documents; Minute Books..............................................................18
         2.23.    Title to Property and Assets...................................................................18
         2.24.    Insurance......................................................................................19
         2.25.    ERISA Compliance...............................................................................19
         2.26.    Labor and Employment Agreements and Actions....................................................20
         2.27.    Customer Relations.............................................................................21


3.       Representations And Warranties Of The Investor..........................................................21
         ----------------------------------------------

         3.1.     Authorization..................................................................................21
         3.2.     Purchase Entirely for Own Account..............................................................21
         3.3.     Disclosure of Information......................................................................21
         3.4.     Restricted Securities..........................................................................22
         3.5.     Legends  22

                                       i
<PAGE>

4.       Conditions Of Investor's Obligations At Closing.........................................................23
         -----------------------------------------------

         4.1.     Representations and Warranties.................................................................23
         4.2.     Due Diligence..................................................................................23
         4.3.     Performance....................................................................................23
         4.4.     Closing Documents..............................................................................24
         4.5.     Qualifications, Filings........................................................................25
         4.6.     Certificate....................................................................................25
         4.7.     Proceedings and Documents......................................................................25
         4.8.     Proprietary Information Agreements.............................................................26
         4.9.     RESERVED 26
         4.10.    Board of Membership............................................................................26
         4.11.    Opinion of Company Counsel.....................................................................26
         4.12.    Investor Rights Agreement......................................................................26
         4.13.    Securities Exemption...........................................................................26
         4.14.    No Material Adverse Effect.....................................................................26
         4.15.    Board of Directors of the Investor.............................................................26


5.       Conditions Of The Company's Obligations At Closing......................................................27
         --------------------------------------------------

         5.1.     Representations and Warranties.................................................................27
         5.2.     Payment of Purchase Price......................................................................27
         5.3.     Qualifications.................................................................................27
         5.4.     Investor's Rights Agreement....................................................................27
         5.5.     Securities Exemptions..........................................................................27


6.       Indemnification   28
         ---------------


         6.1      General  28
         6.2      Procedure for Claims...........................................................................28
         6.3      Not Exclusive Remedy...........................................................................30


7.       Miscellaneous...........................................................................................30
         -------------

         7.1.     Survival 30
         7.2.     Successors and Assigns.........................................................................30
         7.3.     Governing Law..................................................................................30
         7.4.     Headings and Captions..........................................................................30
         7.5.     Notices  31

                                       ii
<PAGE>

         7.6.     Finder's Fee...................................................................................32
         7.7.     Expenses 32
         7.8.     Amendments and Waivers.........................................................................32
         7.9.     Severability...................................................................................32
         7.10.    Entire Agreement...............................................................................33
         7.11.    Counterparts...................................................................................33
         7.12.    Further Assurances.............................................................................33
         7.13.    Facsimile Signatures...........................................................................33


</TABLE>

EXHIBIT A   Certificate of Designation
EXHIBIT B   Investor Rights Agreement
EXHIBIT C   Strategic Collaboration Agreement
EXHIBIT D   Disclosure Schedule
EXHIBIT E   Form of Proprietary Rights and Assignment of Inventions Agreement
EXHIBIT F   Opinion of Counsel to Company



<PAGE>


                   SERIES A PREFERRED STOCK PURCHASE AGREEMENT


         THIS SERIES A PREFERRED STOCK PURCHASE  AGREEMENT (the  "Agreement") is
made as of February  16, 2001,  by and between  XYVISION  ENTERPRISE  SOLUTIONS,
INC.,  a  Delaware  corporation  (the  "Company"),   and  CADMUS  COMMUNICATIONS
CORPORATION, a Virginia corporation (the "Investor").

         THE PARTIES HEREBY AGREE AS FOLLOWS:

1.       Purchase and Sale of Stock.

         1.1.     Authorization and Sale of Series A Preferred Shares.
                  ---------------------------------------------------

         1.1.1.  Prior to the  Closing  (as defined  below),  the Company  shall
authorize  the issuance  and sale to the  Investor of Nine Hundred  Twenty-Three
Thousand  Seventy-Seven  (923,077)  shares of the Company's Series A Convertible
Preferred Stock,  par value $.001 per share (the "Series A Shares"),  having the
rights, restrictions, privileges and preferences set forth in the Certificate of
Designation in the form attached hereto as Exhibit A (the "Certificate").  Prior
to the Closing, the Company shall adopt and file the Certificate with the Office
of the Clerk of the Secretary of State of the State of Delaware.

         1.1.2.  Subject  to the terms and  conditions  of this  Agreement,  the
Investor  agrees to purchase  at the Closing and the Company  agrees to sell and
issue  to the  Investor  at  the  Closing  Nine  Hundred  Twenty-Three  Thousand
Seventy-Seven  (923,077) shares of the Series A Shares (the "Purchased  Shares")
at the  purchase  price of Three  Dollars and  Twenty-five  Cents  ($3.25)  (the
"Purchase Price") per share.

         1.2.     Closing.

         The  closing of the  purchase  and sale of the  Purchased  Shares  (the
"Closing")  shall take place at the offices of Troutman Sanders Mays & Valentine
LLP, 23rd Floor,  1111 East Main Street,  Richmond,  Virginia,  at 10 a.m. local
time on February  20,  2001,  or at such other time and place as the Company and
the Investor mutually agree upon in writing.
<PAGE>

At the Closing,  the Company shall  deliver to the Investor a share  certificate
representing the Purchased Shares against payment of the purchase price therefor
by the Investor by wire transfer pursuant to wire transfer instructions provided
to the Investor no fewer than two business days prior to the Closing. If, at the
Closing,  any of the conditions  specified in Section 4 of this Agreement  shall
not have been fulfilled, the Investor shall, at its election, be relieved of all
of its obligations  under this Agreement  without thereby waiving any right that
the Investor may have by reason of such non-fulfillment. If, at the Closing, any
of the conditions  specified in Section 5 of this Agreement  shall not have been
fulfilled,  the  Company  shall,  at its  election,  be  relieved  of all of its
obligations  under this  Agreement  without  thereby  waiving any right that the
Company may have by reason of such non-fulfillment.

         1.3.     Investor Rights Agreement.

         At the  Closing,  the  Company  and the  Investor  shall  enter into an
Investor  Rights  Agreement,  the form of which is attached  hereto as Exhibit B
(the "Investor Rights Agreement").

         1.4.     Use of Proceeds.

         The Company  shall use such  portion of the  aggregate  Purchase  Price
received in respect of the Purchased Shares, net of the direct expenses incurred
by the  Company to effect the sale of the  Purchased  Shares,  as is  reasonably
necessary to carry out the terms of the Letter Agreement dated December 18, 2000
between  the  Company  and Cadmus  Journal  Services,  Inc.,  a copy of which is
attached hereto as Exhibit C (the "Strategic Collaboration Agreement").

2.       Representations and Warranties of the Company.

         As a material  inducement to the Investor to enter into this  Agreement
and purchase the Purchased Shares  hereunder,  the Company hereby represents and
warrants to the Investor that, except as otherwise specifically set forth in the
Disclosure  Schedule  attached hereto as Exhibit D (the "Disclosure  Schedule"),
which shall identify the Section or subsection to which each exception is taken,
and which exceptions shall be deemed to be representations and warranties of the
Company hereunder:

                                       2
<PAGE>



         2.1.     Organization, Good Standing and Qualification.

         The  Company  and  each  of  its  subsidiaries  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the state of
its incorporation. The Company and each of its Subsidiaries is duly qualified to
transact  business  and is in good  standing in each  jurisdiction  in which the
failure  to  qualify  could  reasonably  be  expected,  individually  or in  the
aggregate,  to have a  material  adverse  effect  on its  business,  properties,
prospects or financial condition (a "Material Adverse Effect").  The Company and
each of its Subsidiaries  has all required power and authority  necessary to own
and operate its  property,  to carry on its  business  as now  conducted  and as
presently proposed to be conducted in the "XyEnterprise  Overview" dated October
23, 2000 (the "Overview"),  which has been previously furnished to the Investor,
and to carry out the transactions contemplated by this Agreement.

         2.2.     Capitalization and Voting Rights.

               2.2.1. The authorized  capital of the Company  consists,  or will
consist immediately prior to the Closing, of:

                    (a)Preferred Stock. 1,538,462 shares of Preferred Stock (the
"Preferred  Shares"),  1,538,462  shares of which have been designated  Series A
Preferred Shares; and

                    (b)Common Stock. 17,200,000 shares of Series A Common Stock,
par value $.001 per share (the "Series A Common Shares") and 2,800,000 shares of
Series B Common Stock,  par value $.001 per share (the "Series B Common  Shares"
and together with the Series A Common Shares, the "Common Shares").

               2.2.2. As of the date hereof and at the Closing, 7,656,623
Series A Common Shares and 2,754,386 Series B Common Shares are and shall be
issued and outstanding. The Company and the Investor acknowledge and agree that
1,268,048 Series A Common Shares have been reserved by the Company for its
employees, consultants and directors that have been granted or are to be issued
in the future upon exercise of options pursuant to the Company's 1998 Stock
Incentive Plan.

                                       3
<PAGE>

               2.2.3. The outstanding Common Shares are owned by the holders and
in the numbers specified in
Section 2.2.3 of the Disclosure Schedule.

               2.2.4.  The  outstanding  Common  Shares are all duly and validly
authorized  and  issued,  fully  paid  and  nonassessable  and  were  issued  in
compliance with or pursuant to exemptions from the registration  requirements of
all applicable state and federal laws concerning the issuance of securities.

               2.2.5. Except for (i) the conversion  privileges of the Purchased
Shares,  (ii) the rights  provided in the Investor Rights  Agreement,  (iii) the
preemptive  rights of the holders of Series B Shares (the  "Series B  Preemptive
Rights")  set forth in the charter of the Company (the  "Charter")  and (iv) the
Outstanding  Options  (as  defined  below),  there are no  outstanding  options,
warrants,  rights (including  conversion or preemptive rights) or agreements for
the purchase or acquisition  from the Company of any shares of its capital stock
or other securities. Set forth in Section 2.2.5(a) of the Disclosure Schedule is
the following information with respect to all outstanding options,  warrants and
rights  to  acquire  the  Company's  capital  stock  or  other  securities  (the
"Outstanding Options"):  the holder, the number of shares or amount covered, the
exercise price and the expiration date. The Company is not a party or subject to
any agreement or understanding, and, to the Knowledge of the Company (as defined
below),  there is no  agreement  or  understanding  between any  persons  and/or
entities,  which affects or relates to the voting or giving of written  consents
with  respect to any  security or by a director of the  Company.  A list setting
forth the Company's  authorized and outstanding  capital securities  immediately
following  the  Closing  is set  forth in  Section  2.2.5(b)  of the  Disclosure
Schedule.  Pursuant to the Series B  Preemptive  Rights,  the Company  shall not
issue  more than  615,385  Series A Shares,  and any other  Series B  Preemptive
Rights shall have been waived as of the Closing.

                                       4
<PAGE>

         2.3.     Subsidiaries.

               The Company and its Subsidiaries do not presently own or control,
directly or indirectly, or hold any rights to acquire, any interest in any other
corporation,  association or other business entity nor has the Company or any of
its Subsidiaries  ever held any such interest.  Except pursuant to the Strategic
Collaboration  Agreement,  neither the Company nor any of its  Subsidiaries is a
participant in any joint venture, partnership or similar arrangement nor has the
Company  or  any  of its  Subsidiaries  ever  been  a  participant  in any  such
arrangement.

         2.4.     Authorization.

               All  corporate  action on the part of the Company,  its officers,
directors  and  shareholders  necessary  for the  authorization,  execution  and
delivery  of this  Agreement,  the  Investor  Rights  Agreement  and  all  other
agreements  contemplated hereby and thereby to which the Company is a party, the
performance of all  obligations  of the Company  hereunder and  thereunder,  the
adoption of the  Certificate,  the  amendment  of the  Company's  bylaws and the
authorization,  sale and issuance (or reservation for issuance) of the Purchased
Shares and the Common Shares  issuable upon  conversion of the Purchased  Shares
(the "Conversion  Shares") has been taken or will be taken prior to the Closing.
This  Agreement,   the  Investor  Rights  Agreement  and  all  other  agreements
contemplated  hereby  and  thereby  to  which  the  Company  is a party  and the
Certificate  constitute  valid and legally  binding  obligations of the Company,
enforceable in accordance with their respective terms,  except (i) as limited by
applicable bankruptcy, insolvency, reorganization,  moratorium and other laws of
general application affecting  enforcement of creditors' rights generally,  (ii)
as  limited  by laws  relating  to the  availability  of  specific  performance,
injunctive  relief or other  equitable  remedies,  and (iii) to the  extent  the
indemnification  provisions  contained in the Investor  Rights  Agreement may be
limited by applicable federal or state securities laws.

         2.5.     Valid Issuance of Preferred and Common Shares.

               The  Purchased  Shares,   when  issued,  sold  and  delivered  in
accordance  with the terms of this  Agreement  for the  consideration  expressed
herein,  will be duly and validly issued,  fully paid and nonassessable and will
be free of restrictions on transfer,

                                       5
<PAGE>

other than restrictions on transfer under this Agreement and the Investor Rights
Agreement and under applicable state and federal securities laws. The Conversion
Shares have been duly and validly  reserved for issuance  and,  upon issuance in
accordance with the terms of the  Certificate,  will be duly and validly issued,
fully paid and nonassessable and will be free of restrictions on transfer, other
than  restrictions  on transfer  under this  Agreement  and the Investor  Rights
Agreement and under applicable federal and state securities laws.

         2.6.     Governmental Consents.

               No consent, approval, order or authorization of, or registration,
qualification,  designation,  declaration or filing with, any federal,  state or
local  governmental  authority  on  the  part  of the  Company  is  required  in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement,  except  for (i) all  notices  of sale  required  to be  filed  under
Regulation D  promulgated  by the  Securities  and Exchange  Commission  ("SEC")
pursuant  to the  Securities  Act of 1933,  as amended  (the  "Act"),  (ii) post
Closing filings  required under  applicable state securities laws and (iii) such
other filings required pursuant to applicable federal and state securities laws,
which filings will be effected within the respective required statutory periods.

         2.7.     Offering.

               Subject to the  validity of the  Investor's  representations  set
forth in  Section 3 of this  Agreement,  the  offer,  sale and  issuance  of the
Purchased  Shares  as  contemplated  by  this  Agreement  are  exempt  from  the
registration  requirements of the Act and the qualification,  or registration or
exemption  requirements  under any applicable state securities laws. Neither the
Company  nor any  authorized  agent  acting on its  behalf  will take any action
hereafter that would cause the loss of such exemptions.

         2.8.     Litigation.

               There  is  no   action,   suit,   proceeding   or   investigation
(collectively,  a "Claim") pending or, to the knowledge of Kevin Duffy,  Jeffrey
L.  Neuman or Wendy  Darland  (collectively,  the  "Knowledge  of the  Company")
currently threatened against or affecting the Company or any of its Subsidiaries
(or, to the Knowledge of the Company, pending or threatened against or affecting
any of the  officers,  directors  or  employees  of  the  Company  or any of its
Subsidiaries  with  respect to the  business  activities  or  proposed  business
activities  of  the  Company  or any of its  Subsidiaries)  that  questions  the
validity  of this  Agreement  or the  right of the  Company  to enter  into such
agreement or to consummate the transactions  contemplated  hereby, or that could
reasonably be expected to result,  either  individually or in the aggregate,  in

                                       6
<PAGE>


(i) a  Material  Adverse  Effect,  or (ii)  any  change  in the  current  equity
ownership of the  Company.  In  addition,  there is no claim  pending or, to the
Knowledge of the Company,  any basis therefor  involving the prior employment of
any  of the  Company's  or any of  its  Subsidiaries'  employees,  their  use in
connection with the Company's or such  Subsidiary's  business of any information
or techniques  allegedly  proprietary to any of their former  employers or their
obligations  under any agreements with prior employers.  Neither the Company nor
any of its  Subsidiaries  is a party or subject to the  provisions of any order,
writ,  injunction,  judgment  or  decree of any  court or  government  agency or
instrumentality.  Neither the Company nor any of its  Subsidiaries  has received
any opinion or  memorandum or legal advice from legal counsel to the effect that
it is exposed  to any  liability  or  disadvantage  which  could  reasonably  be
expected to cause a Material Adverse Effect. There is no Claim by the Company or
any of its  Subsidiaries  currently  pending  or that the  Company or any of its
Subsidiaries intends to initiate.

         2.9.     Proprietary Information Agreements and Employee Obligations.

               Each employee, officer and consultant of the Company has executed
an agreement  protecting  the  confidentiality  of proprietary  information  and
assigning inventions to the Company in substantially the form attached hereto as
Exhibit  E.  To  the  Knowledge  of  the  Company,  no  employees,  officers  or
consultants are in violation of such agreement. To the Knowledge of the Company,
none of its  employees is  obligated  under any  contract  (including  licenses,
covenants or  commitments of any nature) or other  agreement,  or subject to any
judgment,  decree or order of any court of  administrative  agency,  that  would
interfere  with the use of his or her best  efforts to promote the  interests of
the Company or that would  conflict  with the  Company's  business as  presently
conducted and as presently proposed to be conducted in the Overview.

                                       7
<PAGE>

Neither the execution of this  Agreement nor the  transactions  contemplated  by
this Agreement, nor the conduct of the Company's business as presently conducted
and as proposed to be conducted in the  Overview,  will, to the Knowledge of the
Company,  conflict  with or  result  in a breach  of the  terms,  conditions  or
provisions  of, or  constitute  a  default  under,  any  contract,  covenant  or
instrument under which any of such employees is now obligated.  To the Knowledge
of the Company, it is not and will not be necessary to utilize any inventions of
any of its  employees  (or  people it  currently  intends to hire) made prior to
their employment by the Company in order for the Company to conduct its business
as  currently  conducted  and as currently  contemplated  to be conducted in the
Overview,  except for  inventions  that have been  assigned  or  licensed to the
Company as of the date hereof.

         2.10.    Patents and Trademarks.

               2.10.1.  Intellectual  Property  Used  in the  Business.  Section
2.10.1(a) of the  Disclosure  Schedule  contains a complete and accurate list of
all (i) patented or registered  Intellectual  Property Rights (as defined below)
owned or used by the Company or any of its  Subsidiaries,  (ii) pending  patent,
copyright and trademark applications and applications for registrations of other
Intellectual Property Rights filed by the Company or any of its Subsidiaries and
(iii)  unregistered trade names and corporate names owned or used by the Company
or any of its Subsidiaries.  Section  2.10.1(b) of the Disclosure  Schedule also
contains a complete and accurate  list of all licenses and other rights  granted
by the Company or any of its Subsidiaries to any third party with respect to any
Intellectual  Property  Rights and all licenses and other rights  granted by any
third  party to the  Company  or any of its  Subsidiaries  with  respect  to any
Intellectual  Property Rights, in each case identifying the subject Intellectual
Property Rights but not including licenses arising from the purchase of "off the
shelf" software  products with an original purchase price of less than $5,000 or
licenses of intellectual  property by the Company or any of its  Subsidiaries in
the  ordinary  course of  business  to its  customers  effected  pursuant  to an
agreement  substantially  and in  all  material  respects  in  the  form  of the
Company's  standard  license  agreement which is set forth in Section 2.10(b) of
the Disclosure  Schedule (the "Standard  License").  The Company owns all right,
title and interest to, or has the right to use pursuant to a valid license,  all
Intellectual  Property Rights necessary for the operation of the business of the
Company as presently conducted (the "Company Intellectual  Property"),  free and
clear of all liens,  encumbrances or claims of others. The Company has taken all
necessary and commercially reasonable actions to maintain and protect the rights
of the Company in and to use the Company Intellectual Property.

                                       8
<PAGE>

               2.10.2. Claims Relating to Company Intellectual  Property.  There
have  been  no  claims  made  against  the  Company  or any of its  Subsidiaries
asserting  the  invalidity,  misuse or  unenforceability  of any of the  Company
Intellectual  Property,  and to the Knowledge of the Company, there are no valid
grounds for any such  claims.  The Company has not received any notices of, and,
to the  Knowledge  of the  Company,  there are not any facts  which  indicate  a
likelihood of, any  infringement or  misappropriation  by, or conflict with, any
third  party  with  respect to any  Company  Intellectual  Property  (including,
without  limitation,  any demand or request that the Company  license any rights
from a third party).  The conduct of the Company's  business has not  infringed,
misappropriated  or  conflicted  with and does not infringe,  misappropriate  or
conflict with any Intellectual  Property Rights of others,  nor would any future
conduct of the Company as contemplated in the Overview infringe,  misappropriate
or conflict with any Intellectual Property Rights of others. To the Knowledge of
the  Company,  the  Intellectual  Property  Rights  owned by or  licensed to the
Company  have not been  infringed,  misappropriated  or violated by others.  The
transactions  contemplated by this Agreement shall have no adverse effect on the
Company's right, title and interest in and to Intellectual Property Rights owned
by the  Company,  nor shall  such  transactions  have an  adverse  effect on the
enforceability of license  agreements  pursuant to which  Intellectual  Property
Rights have been licensed to or by the Company.

               2.10.3.  Definition of Intellectual Property Rights. For purposes
of this Agreement,  "Intellectual Property Rights" means all (i) patents, patent
applications, patent disclosures and inventions, (ii) trademarks, service marks,
trade dress,  trade  names,  logos and  corporate  names and  registrations  and
applications  for  registration  thereof  together  with  all  of  the  goodwill
associated  therewith,   (iii)  copyrights  (registered  and  unregistered)  and
copyrightable works and registrations and applications for registration thereof,
(iv) mask works and registrations and applications for registration thereof, (v)
computer  software,  data,  data  bases and  documentation  thereof,  (vi) trade
secrets  and other  confidential  information  (including,  without  limitation,
ideas,  formulas,  compositions,  inventions (whether patentable or unpatentable
and whether or not reduced to practice), know-how,  manufacturing and production
processes  and  techniques,  research  and  development  information,  drawings,
specifications,   designs,  plans,  proposals,  technical  data,  financial  and
marketing  plans and customer and supplier lists and  information),  (vii) other
intellectual  property rights and (viii) copies and tangible embodiments thereof
(in whatever form or medium).

                                       9
<PAGE>

         2.11.    Compliance with Other Instruments.

               Neither the Company nor any of its  Subsidiaries  is in violation
of or default under any provision of the Charter or bylaws,  each as amended, or
of any instrument,  judgment,  order,  writ, decree or contract to which it is a
party  or by  which it is bound  or of any  provision  of any  federal  or state
statute,  rule or  regulation  applicable  to the  Company,  which  violation or
default could reasonably be expected,  individually or in the aggregate, to have
a Material  Adverse  Effect.  The  execution,  delivery and  performance of this
Agreement and all other agreements contemplated hereby to which the Company is a
party and the  consummation  of the  transactions  contemplated  hereby will not
result in any such  violation,  or be in conflict  with or  constitute,  with or
without  the  passage of time and giving of notice,  either a default  under any
such provision,  instrument,  judgment,  order,  writ,  decree or contract or an
event that results in the creation of any lien,  charge or encumbrance  upon any
assets of the Company or the suspension,  revocation,  impairment, forfeiture or
nonrenewal  of any  material  permit,  license,  authorization  or  governmental
approval  applicable  to the Company,  its business or  operations or any of its
assets or properties.

                                       10
<PAGE>

         2.12.    Agreements; Action.

               2.12.1. Set forth in Section 2.12.1 of the Disclosure Schedule is
a list of all agreements  presently in effect between the Company and any of its
officers,  directors,  shareholders  or  affiliates or any affiliate of any such
officer, director or shareholder.

               2.12.2.   There  are  no  agreements,   instruments,   contracts,
transactions currently being negotiated,  judgments, orders, writs or decrees to
which  the  Company  is a  party  or by  which  it is  bound  that  involve  (i)
obligations  (contingent or otherwise) of, or payments to, the Company in excess
of $10,000 other than  obligations  of, or payments to, the Company arising from
agreements entered into in the ordinary course of business,  (ii) the license of
any Intellectual Property Right to or from the Company,  other than (X) licenses
arising from the purchase of "off the shelf" or other standard  products with an
original  purchase  price of not more than $5,000,  (Y)  licenses  which are set
forth in Section 2.10.1 of the Disclosure Schedule and (Z) licenses entered into
by the Company in the ordinary  course of business with its customers which have
been effected pursuant to the Standard License,  (iii) provisions restricting in
any manner or affecting the  development,  manufacture  or  distribution  of the
Company's  products or  services,  (iv) a warranty  with respect to its services
rendered  or its  products  sold or  leased,  except  for the  standard  form of
warranty  delivered  with the Company's  products  which is set forth in Section
2.12.2 of the Disclosure  Schedule,  or (v)  indemnification  obligations of the
Company to any other party (contingent or otherwise); other than the obligations
of the Company set forth in this Agreement,  the Investor Rights Agreement,  the
Charter or the Certificate.

               2.12.3.  The Company has not  declared or paid any  dividends  or
authorized or made any distribution  upon or with respect to any class or series
of its capital stock. The Company has not (i) incurred any currently outstanding
indebtedness  for  borrowed  money or any other  liabilities  to pay money in an
amount  individually  in  excess  of  $50,000  or,  in  the  case  of  currently
outstanding  indebtedness for borrowed money and/or  liabilities to pay money in
an  amount  individually  less  than  $50,000,  in  excess  of  $100,000  in the
aggregate,  (ii) made any loans or advances to any person,  other than  ordinary
advances for travel and other  reimbursable  business  expenses,  or (iii) sold,
exchanged or otherwise  disposed of any of its assets or rights,  other than the
sale of its products in the ordinary course of business.

                                       11
<PAGE>

               2.12.4.  For the purposes of subsections 2.12.2 and 2.12.3 above,
all  indebtedness,   liabilities,   agreements,   understandings,   instruments,
contracts  and  proposed  transactions  involving  the  same  person  or  entity
(including  persons or entities the Company has reason to believe are affiliated
therewith) shall be aggregated for the purpose of meeting the individual minimum
dollar amounts of such subsections.

               2.12.5.  All of the  contracts,  agreements and  instruments  set
forth  in  Section  2.12 of the  Disclosure  Schedule  are  valid,  binding  and
enforceable in accordance with their  respective  terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization,  moratorium and other laws of
general  application  affecting the enforcement of creditors'  rights generally,
and (ii) as limited by laws of general application  relating to the availability
of specific  performance,  injunctive  relief or other equitable  remedies.  The
Company has performed all material obligations required to be performed by it on
or before the date of this Agreement and is not in default under or in violation
of nor is it in receipt of any claim of default or violation under any contract,
agreement  or  instrument,  which  default  or  violation  could  reasonably  be
expected,  individually or in the aggregate,  to have a Material Adverse Effect,
and the Company does not have any present  expectation or intention of not fully
performing all such obligations. No event has occurred which with the passage of
time or the giving of notice or both would  result in a  default,  violation  or
event  of  noncompliance  by  the  Company  under  any  contract,  agreement  or
instrument,   which   violation  or  default   could   reasonably  be  expected,
individually  or in the aggregate,  to have a Material  Adverse  Effect.  To the
Knowledge  of the  Company,  there has not  occurred  any breach or  anticipated
breach by any other party to any contract,  agreement,  instrument or commitment
to which the Company is a party,  where such breach or anticipated  breach could
reasonably be expected to cause a Material Adverse Effect.

               2.12.6.  The Investor has been  supplied  with a true and correct
copy of each of the written instruments,  plans, contracts and agreements and an
accurate description of each of the oral arrangements,  contracts and agreements
that are referred to in Section 2.12 of the Disclosure Schedule,


                                       12
<PAGE>

other than  contracts  between  the  Company  and its  customers  entered in the
ordinary course of business effected pursuant to the Standard License,  together
with all amendments, waivers or other changes thereto.

               2.12.7.  Neither  the Company  nor any of its  Subsidiaries  is a
party to or bound by any contract,  agreement or  instrument,  or subject to any
restriction under the Charter or the charter of any such Subsidiary,  that could
reasonably be expected to cause a Material Adverse Effect.

               2.12.8.  The Company has not engaged in the past three (3) months
in any discussion (i) with any representative of any person, entity, partnership
or association regarding the consolidation or merger of the Company with or into
any entity, (ii) with any person,  entity,  partnership or association regarding
the sale, conveyance or disposition of all or substantially all of the assets of
the Company or a  transaction  or series of related  transactions  in which more
than fifty  percent  (50%) of the  outstanding  equity of the  Company  would be
transferred  or disposed of, or (iii)  regarding any other form of  acquisition,
liquidation, dissolution or winding up of the Company.

         2.13.    Related-Party Transactions.

               No employee,  shareholder,  officer or director of the Company or
member of his or her  immediate  family is indebted to the  Company,  nor is the
Company  indebted (or committed to make loans or extend or guarantee  credit) to
any of them.  To the  Knowledge  of the  Company,  none of such  persons has any
direct or indirect  ownership interest in any firm or corporation with which the
Company is affiliated or with which the Company has a business relationship,  or
any firm or corporation  that competes with the Company,  except that employees,
shareholders,  officers  or  directors  of the  Company  and  members  of  their
immediate families may own less than five percent (5%) of the outstanding equity
of publicly traded companies that may compete with the Company. To the Knowledge
of the Company,  no member of the immediate family of any officer or director of
the Company is directly or indirectly  interested in any material  contract with
the Company.

                                       13
<PAGE>

         2.14.    Financial Statements.

               The  Company  has   delivered   to  the   Investor   its  audited
consolidated  balance  sheet as of  March  31,  1999  and  2000 and the  related
consolidated  statements  of income,  changes in  stockholders'  equity and cash
flows for the years then ended and its unaudited  consolidated  balance sheet as
of September 30, 2000 and the related consolidated statements of income, changes
in  stockholders'  equity and cash  flows for the  six-month  period  then ended
(collectively,  the  "Financial  Statements"),  which are set  forth in  Section
2.14(a) of the Disclosure Schedule,  and its projected financial statements,  as
provided in the Overview (the  "Projected  Financials"),  which are set forth in
Section 2.14(b) of the Disclosure Schedule.  Each of the Financial Statements is
accurate and complete in all material respects, is consistent with the books and
records of the  Company  (which,  in turn,  are  accurate  and  complete  in all
material  respects) and has been prepared in accordance with generally  accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
indicated  and with each other except that the interim  Financial  Statements of
and for 2000 may not  contain  all  footnotes  required  by  generally  accepted
accounting  principles.  The Financial  Statements  fairly present the financial
condition and operating  results of the Company and its  Subsidiaries  as of the
dates and for the  periods  indicated  therein.  With  respect to the  Projected
Financials,  the Company represents only that the projections  contained therein
were prepared in good faith and that the Company reasonably  believes there is a
reasonable basis for the projections included in the Projected Financials in all
material respects. Except as set forth in the Financial Statements,  neither the
Company  nor  any  of  its  Subsidiaries  has  any  liabilities  arising  out of
transactions  entered into at or prior to the Closing other than liabilities and
obligations  that have arisen after September 30, 2000 in the ordinary course of
business. Except as disclosed in the Financial Statements,  the Company is not a
guarantor or indemnitor of any indebtedness of any other person or entity.

         2.15.    Changes.

         Since September 30, 2000, there has not been:

                                       14
<PAGE>

               2.15.1. any adverse change in the assets, liabilities,  financial
condition or operating results of the Company or any of its Subsidiaries, except
(i) changes in the  ordinary  course of business  that have not caused and could
not  reasonably  be  expected to cause,  in the  aggregate,  a Material  Adverse
Effect,  and (ii) losses  incurred in the ordinary course of business in amounts
not in excess of the amounts set forth in the Overview;

               2.15.2.  any damage,  destruction or loss, whether or not covered
by  insurance,  that has  caused  or could  reasonably  be  expected  to cause a
Material Adverse Effect;

               2.15.3.  any waiver by the  Company  of a material  right or of a
material debt owed to it;

               2.15.4.  any  satisfaction  or  discharge  of any lien,  claim or
encumbrance or payment of any obligation by the Company,  except in the ordinary
course of business and that is not material to the assets, properties, financial
condition, operating results or business of the Company;

               2.15.5.  any material change or amendment to a material  contract
or  arrangement by which the Company or any of its assets or properties is bound
or subject;

               2.15.6.  any material change in any  compensation  arrangement or
agreement  with any  employee  other than in the  ordinary  course of  business,
consistent with past practice;

               2.15.7.  any sale,  assignment  or transfer  of any  Intellectual
Property Rights or other intangible  assets other than licenses of the Company's
software  products in the ordinary  course of business  pursuant to the Standard
License;

               2.15.8.  any  resignation  or  termination  of  employment of any
officer of the Company; and, to the Knowledge of the Company, no such officer is
currently  contemplating  his  resignation or termination of employment with the
Company;

               2.15.9.  any  declaration,   payment,   setting  aside  or  other
distribution of cash or other property to its  shareholders  with respect to its
capital stock or other equity  securities  (including  without  limitation,  any
warrants,  options or other rights to acquire its capital  stock or other equity
securities);

                                       15
<PAGE>

               2.15.10. any mortgage,  pledge, security interest or lien created
by the Company with respect to any of its properties or assets, except liens for
taxes that are not yet due or payable;

               2.15.11.  any capital expenditures or commitments therefor by the
Company  that exceed  $20,000 in the  aggregate,  except as set forth in Section
2.15.11 of the Disclosure Schedule;

               2.15.12. any loans or advances to, guarantees for the benefit of,
or investments in, any person (including but not limited to any of the Company's
employees,  officers or directors,  or any members of their immediate families),
entity, association or partnership (other than advances for expenses incurred by
employees of the Company in the ordinary course of business);

               2.15.13.  to the  Knowledge  of the  Company,  any other event or
condition of any character that could reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect; or

               2.15.14.  any agreement or commitment by the Company to do any of
the things described in this Section 2.15.

               2.16. Taxes.

               The Company and each of its  Subsidiaries  has filed or caused to
be filed all tax  returns  that are  required  to have  been  filed and all such
returns are correct and complete in all material respects.  The Company and each
of its  Subsidiaries  has paid all  taxes  shown to be due and  payable  on said
returns and all other taxes,  impositions,  assessments,  fees or other  charges
imposed on it by any governmental authority, agency or instrumentality, prior to
any   delinquency   with  respect   thereto  (other  than  taxes,   impositions,
assessments,  fees  and  charges  currently  being  contested  in good  faith by
appropriate  proceedings,  for which appropriate  amounts have been reserved and
reflected on the Financial Statements). No tax liens have been filed against the
Company,  any of its  Subsidiaries  or any of their  respective  property or are
outstanding with respect to the Company, any of its Subsidiaries or any of their
respective property, other than inchoate liens for taxes not yet payable.

                                       16
<PAGE>

         2.17.    Permits.

               The Company has all  franchises,  permits,  licenses  and similar
authority necessary for the conduct of its business,  and the Company reasonably
believes  that it can  obtain,  without  undue  burden or  expense,  any similar
authority  for the conduct of its business as planned to be conducted  according
to the Overview.  The Company is not in default in any respect under any of such
franchises,  permits, licenses or other similar authority where such default has
caused or could reasonably be expected to cause a Material Adverse Effect.

         2.18.    Environmental and Safety Laws.

               The Company,  the operation of its business and any real property
that the  Company  leases or has  leased or  otherwise  occupies  or uses or has
occupied or used  (collectively,  the  "Premises")  are in  compliance  with all
applicable Environmental Laws (as defined below) and orders or directives of any
governmental  authorities having jurisdiction under such Environmental Laws. The
Company has not received any citation, directive, letter or other communication,
written or oral,  or any notice of any  proceeding,  claim or lawsuit,  from any
person  arising out of the  ownership  or  occupation  of the  Premises,  or the
conduct  of  its  operations.   For  purposes  of  this   Agreement,   the  term
"Environmental  Laws"  shall mean any  Federal,  state,  local or  foreign  law,
ordinance,  rule,  regulation,   permit  and  authorization  pertaining  to  the
protection of human health or the environment.

         2.19.    Disclosure.

               The  Company  has fully  provided  the  Investor  with all of the
information that the Investor or its  representatives  have requested in respect
of  Investor's  decision  whether  to  purchase  the  Purchased  Shares  and all
information  that to the  Knowledge  of the Company is  necessary  to enable the
Investor  to make such  decision.

                                       17
<PAGE>

Neither this Agreement (including all the exhibits and schedules hereto) nor any
other certificates made or delivered in connection  herewith contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements  herein or therein not  misleading in light of the  circumstances
under  which  they  were  made.  Except as set  forth in this  Agreement  or the
Disclosure Schedule, to the Knowledge of the Company,  there is no fact that the
Company  has not  disclosed  to the  Investor in writing and which has caused or
could reasonably be expected to cause a Material Adverse Effect.

         2.20.    Overview.

               The Overview has been previously  delivered to the Investor,  has
been prepared in good faith by the Company and does not, to the Knowledge of the
Company,  contain any untrue  statement  of a material  fact nor does it omit to
state a  material  fact  necessary  to make  the  statements  made  therein  not
misleading,  except that with respect to the Projected  Financials,  the Company
represents  only that the  projections  contained  therein were prepared in good
faith and that the Company  reasonably  believes there is a reasonable basis for
such projections.  The Company makes no  representation,  warranty,  covenant or
assurance that the assumptions used in the Projected Financials will prove to be
valid or that the objectives set forth in the Overview will be achieved.

         2.21.    Registration Rights.

               Except as provided in the Investor Rights Agreement,  the Company
has not  granted  or agreed to grant  registration  rights of any nature or form
with respect to any securities of the Company to any person or entity.

         2.22.    Corporate Documents; Minute Books.

               Except for amendments  necessary to satisfy  representations  and
warranties or conditions  contained  herein (the forms of which  amendments have
been approved by the Investor), the Charter and the bylaws of the Company are in
the form previously provided to the Investor.

                                       18
<PAGE>

         2.23.    Title to Property and Assets.

               Neither  the Company  nor any of its  Subsidiaries  owns any real
property  and  leases  only the real  property  listed  in  Section  2.23 of the
Disclosure  Schedule.  The Company has good and  marketable  title to all of the
personal  property set forth in or reflected on the Balance Sheet of the Company
as of the year  ended  March 31,  2000,  free and  clear of any and all  claims,
liens,  encumbrances,  equities  and  restrictions  of  every  kind  and  nature
whatsoever.

               With respect to the  property  and assets it leases,  the Company
and its  Subsidiaries  are in  compliance  with  such  leases  and holds a valid
leasehold interest therein,  under written lease agreements,  free of any liens,
claims or encumbrances.  Set forth in Section 2.23 of the Disclosure Schedule is
a correct and  complete  list of all  material  leases to which the Company is a
party with respect to personal property and all leases to which the Company is a
party with respect to real property.

         2.24.    Insurance.

               The Company has in full force and effect fire, casualty, products
liability and officers and directors errors and omissions  insurance policies in
amounts customary for companies similarly situated.  A list of all such policies
and the amounts of coverage  provided  thereunder and deductibles  therefrom are
listed in Section 2.24 of the Disclosure Schedule.

         2.25. ERISA  Compliance.   With respect to the Employee  Retirement
Income  Security Act of 1974, as amended from time to time, and the  regulations
promulgated and rulings issued thereunder ("ERISA"):

               2.25.1. Plans. Section 2.25 of the Disclosure Schedule sets forth
any and all "employee  benefit plans"  maintained by or on behalf of the Company
or any ERISA  Affiliates  (as defined below) as defined in Section 3(3) of ERISA
(a "Plan"),  including,  but not limited to, any defined  benefit  pension plan,
profit sharing plan, money purchase pension plan,  savings or thrift plan, stock
bonus  plan,  employee  stock  ownership  plan,  Multiemployer  Plan (as defined
below),  or any plan,  fund,  program,  arrangement  or practice  providing  for
medical  (including   post-retirement   medical),   hospitalization,   accident,
sickness,   disability,  or  life  insurance  benefits.  For  purposes  of  this
Agreement,  "ERISA  Affiliate" shall mean each trade or business (whether or not
incorporated) which,  together with the Company, is treated as a single employer
under Section 414(b),  (c), (m) or (o) of the Internal  Revenue Code of 1986, as
amended  from time to time,  and the  regulations  promulgated  and the  rulings
issued  thereunder  (the  "Code");   and  "Multiemployer   Plan"  shall  mean  a
"multiemployer  plan" as defined in Section  400l(a)(3)  of ERISA.  Neither  the
Company nor any ERISA  Affiliate  maintains or contributes to, or has maintained
or contributed to, any defined benefit pension plan or Multiemployer Plan.

                                       19
<PAGE>

               2.25.2.  Compliance.  Each Plan has at all times been maintained,
by its terms and in operation,  in accordance in all material  respects with all
applicable laws, and no fact that might  constitute  grounds for the involuntary
termination of the Plan, or for the appointment by the appropriate United States
District  Court of a  trustee  to  administer  the  Plan,  exists at the time of
execution of this Agreement nor shall any such fact exist as of the Closing.

               2.25.3.  Liabilities.  Except for  liabilities and expenses which
become payable and are timely paid pursuant to the terms and usual operations of
the Plans,  the Company is not  currently  and, to the Knowledge of the Company,
will  not  become  subject  to  any  material  liability  (including  withdrawal
liability),  tax or penalty  whatsoever to any person whomsoever with respect to
any Plan including,  but not limited to, any material tax,  penalty or liability
arising under Title I or Title IV of ERISA or Chapter 43 of the Code.

               2.25.4.  Funding.  The Company and each ERISA Affiliate have made
full and timely payment of all amounts (i) required to be contributed  under the
terms of each Plan and  applicable  law and (ii) required to be paid as expenses
of each Plan. No Plan or Plans have an "amount of unfunded benefit  liabilities"
(as defined in Section 4001 (a)(l 8) of ERISA).

               2.26. Labor and Employment Agreements and Actions.

               The  Company is not aware that any  officer or key  employee,  or
that any group of employees of the  Company,  intends to terminate  his or their
employment  with the Company,  nor does the Company have a present  intention to
terminate the employment of any of the foregoing.  All written and material oral
agreements  with  employees  of the  Company  are listed in Section  2.26 of the
Disclosure  Schedule,  and copies of all such  agreements  previously  have been
delivered to the Investor. To the Knowledge of the Company, it does not have any
labor relations problems (including without  limitation,  any union organization
activities,   threatened  or  actual  strikes  or  work  stoppages  or  material
grievances).  The  Company is not bound by or subject to (and none of its assets
or  properties  is bound by or  subject  to) any  written  or oral,  express  or
implied, contract, commitment or arrangement with any labor union.

                                       20
<PAGE>

               2.27. Customer Relations.

               The Company has received no customer  complaints  concerning  its
products, nor has it had its products returned by a purchaser thereof or had any
claims for breach of  warranty,  where such  complaints,  returns of products or
claims, has caused or could reasonably be expected to cause,  individually or in
the aggregate, a Material Adverse Effect.

3.       Representations and Warranties of the Investor.

         The Investor hereby represents and warrants to the Company that:

         3.1.     Authorization.

               Subject to the approval of the Investor's Board of Directors, the
Investor  has full  power and  authority  to enter into this  Agreement  and the
Investor  Rights  Agreement,  and, upon such approval,  each such agreement will
constitute the Investor's valid and legally binding  obligation,  enforceable in
accordance  with its terms,  except (i) as  limited  by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
affecting  enforcement of creditors' rights  generally,  (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable  remedies,  and (iii) to the  extent  the  indemnification  provisions
contained in the Investor Rights Agreement may be limited by applicable  federal
or state securities laws.

                                       21
<PAGE>

         3.2.     Purchase Entirely for Own Account.

               The  Purchased  Shares will be acquired  for  investment  for the
Investor's  own account,  not as a nominee or agent,  and not with a view to the
resale or  distribution  of any part  thereof,  and the  Investor has no present
intention of selling,  granting any  participation in or otherwise  distributing
any of the Purchased Shares.

         3.3.     Disclosure of Information.

               The Investor has had an  opportunity to ask questions and receive
answers from the Company  regarding the terms and  conditions of the offering of
the  Purchased  Shares and the  business,  properties,  prospects  and financial
condition  of the  Company;  provided,  however,  that this Section 3.3 does not
limit or modify in any way the  representations  and  warranties  of the Company
contained  in this  Agreement,  the  Investor  Rights  Agreement or in any other
agreement or document delivered by the Company pursuant hereto or thereto or the
right of the Investor to rely thereon.

         3.4.     Restricted Securities.

               The  Investor   acknowledges   that  the  Purchased   Shares  are
"restricted  securities"  under the  Securities  Act and state  securities  laws
inasmuch  as they are being  acquired  from the  Company  in a  transaction  not
involving a public offering and that under such laws and applicable  regulations
promulgated  pursuant  thereto,  the  Purchased  Shares  may be  resold  without
registration under the Act only in certain limited circumstances. In the absence
of an effective  registration  statement  covering the Purchased  Shares (or the
Conversion  Shares)  or an  exemption  from  registration  under  the  Act,  the
Purchased  Shares (and the  Conversion  Shares) must be held  indefinitely.  The
Investor  understands that the Company is under no obligation to register any of
the  securities  sold  hereunder  except  as  provided  in the  Investor  Rights
Agreement. The Investor acknowledges that no public market now exists for any of
the Purchased Shares and that it is uncertain  whether a public market will ever
exist for the  Purchased  Shares or the  Conversion  Shares.  The Investor is an
"Accredited Investor" as that term is defined in Section 501(a) of Regulation D,
promulgated under the Securities Act.

                                       22
<PAGE>

         3.5.     Legends.

               The Investor  acknowledges  that the certificates  evidencing the
Purchased Shares and the Conversion Shares will bear the following legends:

               "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  OR UNDER THE
               SECURITIES  LAWS OF ANY STATE.  THESE  SECURITIES  ARE SUBJECT TO
               RESTRICTIONS  ON  TRANSFERABILITY  AND  RESALE  AND  MAY  NOT  BE
               TRANSFERRED  OR  RESOLD  EXCEPT  AS  PERMITTED  UNDER THE ACT AND
               APPLICABLE  STATE  SECURITIES  LAWS,  PURSUANT TO REGISTRATION OR
               EXEMPTION THEREFROM."

The legend set forth above shall be removed by the Company from any  certificate
evidencing Purchased Shares or Conversion Shares upon delivery to the Company of
an  opinion  by  counsel,   reasonably  satisfactory  to  the  Company,  that  a
registration statement under the 1933 Act is at that time in effect with respect
to the legended  security or that such security can be freely  transferred  in a
public sale without such a registration  statement being in effect and that such
transfer  will not  jeopardize  the exemption or  exemptions  from  registration
pursuant to which the Company issued the Purchased Shares or Conversion Shares.

4.       Conditions of Investor's Obligations at Closing.

               The  obligations of the Investor to consummate  the  transactions
contemplated  hereby are subject,  in the  discretion  of the  Investor,  to the
satisfaction  or waiver,  at or prior to the Closing,  of each of the  following
conditions:

                                       23
<PAGE>

         4.1.     Representations and Warranties.

               The  representations  and warranties of the Company  contained in
Section 2 shall be true on and as of the Closing  with the same effect as though
such  representations  and warranties had been made on and as of the date of the
Closing.

         4.2.     Due Diligence.

               The Investor shall have completed, to its sole satisfaction,  its
due diligence investigation of the Company.

         4.3.     Performance.

               The  Company   shall  have   performed   and  complied  with  all
agreements, obligations and conditions contained in this Agreement and any other
documents,  certificates or agreements  contemplated hereby that are required to
be performed or complied with by it on or before the Closing.

         4.4.     Closing Documents.

               The  Company  shall have  delivered  to the  Investor  all of the
following documents:

               4.4.1. A Compliance  Certificate,  dated the date of the Closing,
stating  that the  conditions  specified  in Sections  4.1.  and 4.3.  have been
fulfilled,  stating that there has been no Material  Adverse  Effect since March
31, 2000 and certifying  that all obligations of the Company with respect to all
preemptive  rights of the holders of  securities  of the Company  including  the
Series B Preemptive Rights have been fulfilled.

               4.4.2.  Copies of the  resolutions  duly adopted by the Company's
board of directors  authorizing the execution,  delivery and performance of this
Agreement,  the  Investor  Rights  Agreement  and each of the  other  agreements
contemplated  hereby and thereby,  the filing of the Certificate,  the amendment
and adoption of the Company's bylaws,  approving a board of directors consisting
of five (5)  directors,  the issuance and sale of the  Purchased  Shares and the
consummation of all other transactions  contemplated by this Agreement certified
by the Secretary of the Company to be true, complete and correct.

                                       24
<PAGE>

               4.4.3. A Certificate  of the Secretary of the Company  certifying
the names of the officers of the Company authorized to sign this Agreement,  the
certificates   representing  the  Purchased  Shares  and  the  other  documents,
instruments and  certificates to be delivered  pursuant to this Agreement by the
Company or its officers, together with true signatures of such officers.

               4.4.4. Copies of the Charter, certified by the Secretary of State
of Delaware, and the Company's bylaws certified by the Secretary of the Company,
each as amended and in effect at the Closing;

               4.4.5.  Certificates  of good standing issued by the Secretary of
State of  Delaware  and the  Secretary  of State for each other  state where the
Company is authorized to do business;

               4.4.6.  Copies of all  third  party  and  governmental  consents,
approvals  and filings  required to be obtained or made in  connection  with and
prior to or  concurrent  with the  consummation  of the  transactions  hereunder
(including, without limitation, all federal and state securities law filings and
waivers or evidence of exercise of all preemptive rights (including the Series B
Preemptive Rights) and waivers of rights of first refusal); and

               4.4.7. A share certificate representing the Purchased Shares.

         4.5.     Qualifications, Filings.

               All  authorizations,   approvals  or  permits,  if  any,  of  any
governmental  authority or regulatory  body of the United States or of any state
that are  required  in  connection  with  the  lawful  issuance  and sale of the
Purchased Shares pursuant to this Agreement shall be duly obtained and effective
as of the Closing.  The  Regulation  D filing  described in Section 2.6 shall be
mailed at such time as to be in  compliance  with  Regulation D by, or on behalf
of, the Company.

                                       25
<PAGE>

         4.6.  Certificate.  The Certificate shall have been duly adopted by the
Company by all  necessary  corporate  action and shall have been duly filed with
the Secretary of State of Delaware.

         4.7.     Proceedings and Documents.

         All corporate and other proceedings in connection with the transactions
contemplated  at the  Closing and all  documents  incident  thereto,  including,
without limitation,  the Charter,  amended to include the Certificate and delete
and  rights  and  preferences  of the Series A  Preferred  Stock of the  Company
existing prior to the date hereof, shall be reasonably  satisfactory in form and
substance to the Investor's counsel,  and the Investor or its counsel shall have
received  all  counterpart  original  and  certified  or  other  copies  of such
documents as they may reasonably request.

         4.8.     Proprietary Information Agreements.

         Each employee of and consultant to the Company shall have entered into
a document protecting the confidentiality of Company proprietary information and
assigning inventions to the Company in the form previously provided to the
Investor and in substantially the form attached hereto as Exhibit E.

         4.9.     RESERVED.

         4.10.    Board Membership.

         The Company shall have taken all necessary corporate action such that,
immediately following the Closing, the Investor may elect one (1) director to
the Board of Directors of the Company.

         4.11.    Opinion of Company Counsel.

         The  Investor   shall  have  received  from  Ballard  Spahr  Andrews  &
Ingersoll, LLP, counsel for the Company, an opinion, dated as of the Closing, in
the form attached hereto as Exhibit F.

                                       26
<PAGE>

         4.12.    Investor Rights Agreement.

         The Company shall have entered into the Investor Rights Agreement.

         4.13. Securities Exemption.  The offer and sale of the Purchased Shares
to the Investor pursuant to this Agreement shall be exempt from the registration
requirements of the Act and the registration and the qualification  requirements
of all applicable state securities laws.

         4.14. No Material Adverse Effect. There shall have occurred no event or
circumstance that has caused or could reasonably be expected to cause a Material
Adverse Effect.

         4.15. Board of Directors of the Investor. The Board of Directors of the
Investor shall have approved the transactions contemplated in this Agreement.

5.       Conditions of the Company's Obligations at Closing.

         The   obligations  of  the  Company  to  consummate  the   transactions
contemplated  hereby are  subject,  in the  discretion  of the  Company,  to the
satisfaction  or waiver,  at or prior to the Closing,  of each of the  following
conditions:

         5.1.     Representations and Warranties.

         The representations and warranties of the Investor contained in Section
3 shall be true on and as of the  Closing  with the same  effect as though  such
representations and warranties had been made on and as of the Closing.

         5.2.     Payment of Purchase Price.

         The  Investor  shall have  delivered  the purchase  price  specified in
Section 1.1.

         5.3.     Qualifications.

         All  authorizations,  approvals or permits, if any, of any governmental
authority  or  regulatory  body of the  United  States or of any state  that are
required to be obtained by the Investor in connection  with the lawful  purchase
of the Purchased  Shares  pursuant to this Agreement  shall be duly obtained and
effective as of the Closing.

                                       27
<PAGE>

         5.4.     Investor Rights Agreement.

         The Investor shall have entered into the Investor Rights Agreement.

         5.5. Securities Exemptions.  The offer and sale of the Purchased Shares
to the Investor pursuant to this Agreement shall be exempt from the registration
requirements of the Act and the registration and the qualification  requirements
of all other applicable state securities laws.

6.       Indemnification.

         6.1      General.

            (a)  Subsequent  to the Closing,  the Company  shall  indemnify  the
Investor,  and,  with respect to any Third Party Claim (as defined  below),  the
Investor,  its  subsidiaries  and  affiliates,  and  each  of  their  respective
partners, officers, directors, employees, shareholders and agents (the "Investor
Indemnified Parties") against, and hold each of the Investor Indemnified Parties
harmless  from,  any and all losses,  liabilities,  claims,  damages  (including
incidental and consequential damages), expenses (including, without limitations,
reasonable costs of investigation and defense and reasonable attorneys' fees) or
diminution  of value  (collectively,  "Losses")  incurred  by any such  Investor
Indemnified Party, that are incident to, arise out of, or are in connection with
or related to, whether  directly or  indirectly,  the breach or violation of any
warranty, representation, covenant or agreement of the Company contained in this
Agreement.

            (b)Subsequent  to the Closing,  the  Investor  shall  indemnify  the
Company,  and,  with  respect  to  any  Third  Party  Claim,  the  Company,  its
subsidiaries and affiliates,  and each of their respective  partners,  officers,
directors,   employees,   shareholders  and  agents  (the  "Company  Indemnified
Parties")  against,  and hold each of the Company  Indemnified  Parties harmless
from,  any Losses  incurred by any such Company  Indemnified  Parties,  that are
incident  to,  arise out of, or are in  connection  with or related to,  whether
directly or indirectly, the breach or violation of any warranty, representation,
covenant or agreement of the Investor contained in this Agreement.

                                       28
<PAGE>

            (c)  Notwithstanding  any  other  provision  hereof,  the  aggregate
indemnification  to be provided by each of the Company and the Investor pursuant
to this Section 6.1 shall not exceed $3,000,000 in the aggregate.

         6.2  Procedure  for  Claims.  If a claim for  Losses  (an  "Indemnified
Claim") is to be made by a person  entitled to  indemnification  hereunder,  the
person  claiming  such  indemnification  (the  "Indemnified  Party")  shall give
written notice (a "Claim Notice") to the indemnifying  person (the "Indemnifying
Party") as soon as practicable  after the Indemnified Party becomes aware of any
fact, condition or event when may give rise to Losses for which  indemnification
may be  sought  under  this  Section  6.  In the  case of an  Indemnified  Claim
involving  the  assertion  of a claim by a third  party  (whether  pursuant to a
lawsuit or other legal action or  otherwise,  a  "Third-Party  Claim"),  (a) the
Indemnifying Party shall be entitled, if it so elects, at its own cost, risk and
expense (i) to take control of the defense and investigation of such Third-Party
Claim,  and (ii) to  pursue  the  defense  thereof  by  appropriate  actions  or
proceedings,  including,  without limitation,  to employ and engage attorneys of
its own choice  reasonably  acceptable  to the  Indemnified  Party to handle and
defend the same,  and (b) the  Indemnifying  Party  shall be  entitled  (but not
obligated),  if  it so  elects,  to  compromise  or  settle  such  claim,  which
compromise  or  settlement  shall be made only with the  written  consent of the
Indemnified  Party, such consent not to be unreasonably  withheld.  In the event
the Indemnifying Party elects to assume control of the defense and investigation
of such lawsuit or other legal action in  accordance  with this Section 6.2, the
Indemnified  Party  may,  at  its  own  cost  and  expense,  participate  in the
investigation,  trial and defense of such Third-Party Claim.

                                       29
<PAGE>

If the Indemnifying  Party fails to assume the defense of such Third-Party Claim
in  accordance  with this Section  within 30 calendar  days after receipt of the
Claim Notice,  the Indemnified  Party against which such  Third-Party  Claim has
been asserted shall (upon  delivering  notice to such effect to the Indemnifying
Party) have the right to undertake,  at the Indemnifying  Party's cost, risk and
expense,  the defense,  compromise and settlement of such  Third-Party  Claim on
behalf of and for the  account of the  Indemnifying  Party;  provided  that such
Third-Party  Claim  shall not be  compromised  or settled  without  the  written
consent of the  Indemnifying  Party,  which  consent  shall not be  unreasonably
withheld.  In the event the Indemnifying Party assumes the defense of the claim,
the Indemnifying  Party shall keep the Indemnified Party reasonably  informed of
the progress of such  defense,  compromise or  settlement,  and in the event the
Indemnified  Party assumes the defense of the claim, the Indemnified Party shall
keep the  Indemnifying  Party  reasonably  informed of the  progress of any such
defense,  compromise or settlement.  The Indemnifying  Party shall be liable for
any settlement of any Third-Party  Claim effected  pursuant to and in accordance
with this Section 6 and for any final judgment (subject to any right of appeal),
and  the  Indemnifying   Party  agrees  to  indemnify  and  hold  harmless  each
Indemnified  Party  from  and  against  any  and  all  Losses  incurred  by  the
Indemnified Party by reason of such settlement or judgment.

         6.3 Not Exclusive Remedy.  The remedies set forth in this Section 6 are
not exclusive  and do not limit any other  remedies that may be available to the
Investor.

7.       Miscellaneous.

         7.1.     Survival.

         The  warranties,  representations  and covenants of the Company and the
Investor  contained  in or made  pursuant to this  Agreement  shall  survive the
execution and delivery of this  Agreement and the Closing until the later of (i)
the date  which is thirty  (30) days  after the  Investor's  receipt  of audited
financial  statements of the Company as of and for the year ended March 31, 2002
and (ii) September 30, 2002 and shall in no way be affected by any investigation
of the  subject  matter  thereof  made by or on  behalf of the  Investor  or the
Company.

         7.2.     Successors and Assigns.

         Except as otherwise provided herein, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties (including transferees of any Purchased
Shares or Conversion Shares). Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

                                       30
<PAGE>

         7.3.     Governing Law.

         This  Agreement  shall be governed by and construed  under the internal
laws of the State of Delaware,  without  reference to principles of conflicts of
laws or choice of laws.

         7.4.     Headings and Captions.

         The  headings  and  captions  used  in  this  Agreement  are  used  for
convenience only and are not to be considered in construing or interpreting this
Agreement.  All references in this Agreement to sections,  paragraphs,  exhibits
and schedules shall, unless otherwise provided, refer to sections and paragraphs
hereof and exhibits and schedules  attached  hereto,  all of which  exhibits and
schedules are incorporated herein by this reference.

         7.5.     Notices.

         All notices  required or  permitted  hereunder  shall be in writing and
shall be deemed effectively given: (i) upon personal delivery to the party to be
notified,  (ii) when sent by confirmed  telex or facsimile if sent during normal
business  hours of the  recipient,  if not, then on the next business day; (iii)
five days after having been sent by registered or certified mail, return receipt
requested,  postage  prepaid;  or (iv) one day after  deposit  with a nationally
recognized  overnight  courier,  specifying  next  day  delivery,  with  written
verification of receipt.  All communications shall be sent to the address as set
forth below or at such other  address as either party may designate by five days
advance written notice provided in accordance with this Section 7.5 to the other
party hereto:

                                       31
<PAGE>

         If to the Investor:      Cadmus Communications Corporation
                                  Suite 200
                                  1801 Bayberry Court
                                  Richmond, Virginia 23226
                                  Attention:  David E. Bosher
                                  Facsimile:  (804) 287-5683

         With a copy to:          Troutman Sanders Mays & Valentine, LLP
                                  1111 East Main Street
                                  Richmond, Virginia  23219
                                  Attention:  Jeffrey M. Gill
                                  Facsimile:  (804) 697-1339

         If to the Company:       Xyvision Enterprise Solutions, Inc.
                                  30 New Crossing Road
                                  Reading, Massachusetts 01867
                                  Attention:  Kevin Duffy
                                  Facsimile:  (781) 756-4330

         With a copy to:          Ballard Spahr Andrews & Ingersoll, LLP
                                  Suite 2300
                                  1225 17th Street
                                  Denver, Colorado 80202
                                  Attention:  Roger C. Cohen
                                  Facsimile:  (303) 296-3956

         7.6.     Finder's Fee.

         Each party represents to the other that it shall pay and discharge when
due any finders' fee or commission  payable by such party in connection with the
transactions  contemplated  in this  Agreement.  The  Company  has set  forth in
Section  7.6 of the  Disclosure  Schedule  each  person  or  entity to which the
Company is obligated to pay any such finders' fee or commission.

         7.7.     Expenses.

         Irrespective  of whether the  Closing is  effected,  the Company  shall
reimburse the reasonable  fees of counsel for the Investor up to a maximum limit
of $15,000.  The Investor  shall  discharge  and pay when due all such fees that
exceed  $15,000.  If any action at law or in equity is  necessary  to enforce or
interpret  the terms of this  Agreement,  the Investor  Rights  Agreement or the
Certificate,  the  prevailing  party shall be entitled to reasonable  attorney's
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.

                                       32
<PAGE>

         7.8.     Amendments and Waivers.

         Any term of this  Agreement  may be amended and the  observance  of any
term of this  Agreement  may be  waived  (either  generally  or in a  particular
instance  and either  retroactively  or  prospectively),  only with the  written
consent of the Company and the Investor.

         7.9.     Severability.

         If  one  or  more   provisions  of  this   Agreement  are  held  to  be
unenforceable  under  applicable law, such provision shall be excluded from this
Agreement  and the  balance of the  Agreement  shall be  interpreted  as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

         7.10.    Entire Agreement.

         This Agreement and the documents  delivered  pursuant hereto constitute
the entire agreement among the parties with respect to the subject matter hereof
and no party  shall be liable or bound to any other  party in any  manner by any
warranties, representations or covenants except as specifically set forth herein
or therein.

         7.11.    Counterparts.

         This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

         7.12.    Further Assurances.

         From and  after the date of this  Agreement,  upon the  request  of the
Investor or the Company,  the Company and the Investor shall execute and deliver
such instruments,  documents or other writings as may be reasonably necessary or
desirable  to  confirm  and carry out and to  effectuate  fully the  intent  and
purposes of this Agreement.  In addition,  the Company covenants and agrees that
the  Company  shall  file,  within  fifteen  business  days  after the  Closing,
applications on the appropriate form for authority to transact  business in each
state in which the  failure to qualify  could  reasonably  be expected to have a
Material Adverse Effect,  pay all fees in connection  therewith,  and diligently
pursue  with the  appropriate  offices of such  states  such  authority  and the
issuance of good standing certificates evidencing the same.

                                       33
<PAGE>


         7.13.  Facsimile  Signatures.  Facsimile  signatures to this  Agreement
shall have the same force and effect as original signatures.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       34
<PAGE>



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


                                 COMPANY:

                                 XYVISION ENTERPRISE SOLUTIONS, INC.,
                                     a Delaware corporation



                                 By: /S/ KEVIN DUFFY
                                 Name: Kevin Duffy
                                 Title: President and C.E.O.


                                 INVESTOR:

                                 CADMUS COMMUNICATIONS CORPORATION,
                                     a Virginia corporation


                                 By: /S/ DAVID E. BOSHER
                                    --------------------
                                    Name: David E. Bosher
                                    Title: Senior Vice President and CFO


                                    [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT
                                           DATED AS OF FEBRUARY 16, 2001




                                       35