<PAGE>

                                                                     EXHIBIT 2.2

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                            STOCK PURCHASE AGREEMENT

                                 BY AND BETWEEN

                                  VALTECH S.A.

                                       AND

                                OBJECTSPACE, INC.









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<PAGE>

                                                                     EXHIBIT 2.2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section                                                                               Page
-------                                                                               ----
<S>  <C>                                                                              <C>
1.   PURCHASE AND SALE OF SHARES.........................................................1
     (a) Purchase and Sale...............................................................1
     (b) Purchase Price..................................................................1
2.   CLOSING.............................................................................2
     (a) Location and Time...............................................................2
     (b) Costs...........................................................................2
     (c) Closing Deliveries by Seller....................................................2
     (d) Closing Deliveries by Purchaser.................................................3
3.   Labor and Employment Matters........................................................4
     (a) Employment......................................................................4
     (b) Construction....................................................................4
     (c) Additional Covenants............................................................4
4.   REPRESENTATIONS AND WARRANTIES OF SELLER............................................5
     (a) Organization....................................................................5
     (b) Capitalization..................................................................5
     (c) Authorization of Agreement......................................................5
     (d) Tax Matters.....................................................................6
     (e) Actions, Suits, Proceedings.....................................................7
     (f) Compliance with Applicable Laws and Other Instruments...........................7
     (g) Contributor of Assets to NewCo..................................................7
     (h) Title to the Operating Assets...................................................8
     (i) Intellectual Property Rights....................................................8
     (j) Contracts, Leases, Commitments and Agreements...................................9
     (k) Composition and Condition of Operating Assets...................................9
     (l) Major Suppliers and Customers...................................................9
     (m) Financial Statements............................................................9
     (n) Business Changes................................................................9
     (o) Employee Benefit Matters; ERISA................................................11
         (1)  Pension Plans.............................................................11
         (2)  Multiemployer Plans.......................................................11
         (3)  Welfare Plans.............................................................12
         (4)  Benefit Arrangements......................................................12
         (5)  Fiduciary Duties and Prohibited Transactions..............................12
         (6)  Litigation................................................................12
         (7)  Unpaid Contributions......................................................13
         (8)  Change of Control Payments and Compensation Deduction Limitations.........13
         (9)  Copies of Documentation...................................................13
     (p) Labor Matters..................................................................14
     (q) Government License and Regulation..............................................15
     (r) Liabilities of Newco...........................................................15
     (s) Location of Operating Assets...................................................15
     (t) Year 2000......................................................................15
     (u) Employee Matters...............................................................15
5.   REPRESENTATIONS AND WARRANTIES OF PURCHASER........................................15
     (a) Corporate Organization.........................................................15
     (b) Corporate Authority............................................................16
     (c) Litigation and Other Proceedings...............................................16
     (d) Investment Intent..............................................................16

                                               -ii-
<PAGE>

                                                                     EXHIBIT 2.2

6.   COVENANT NOT TO COMPETE............................................................16
7.   INDEMNIFICATION....................................................................17
     (a) Survival of Representations and Warranties.....................................17
     (b) Indemnification by Seller......................................................17
     (c) Indemnification by Purchaser...................................................18
     (d) Procedures for Indemnification.................................................19
     (e) Sole Remedy....................................................................20
8.   DISPUTE RESOLUTION.................................................................20
     (a) Negotiation....................................................................20
     (b) Arbitration....................................................................20
     (c) Scope..........................................................................20
     (d) Discovery......................................................................21
     (e) Court Proceedings..............................................................21
     (f) Rulings........................................................................21
     (g) Findings of Fact...............................................................21
     (h) Authority......................................................................22
     (i) Equitable Remedies.............................................................22
     (j) Selection of Arbitrator........................................................22
     (k) Other Arbitration Provisions...................................................22
9.   ADDITIONAL AGREEMENTS..............................................................23
     (a) Confidential Information.......................................................23
     (b) Continuing Support.............................................................23
     (c) Employee List..................................................................24
     (d) Governmental Filings...........................................................24
     (e) Further Assurances.............................................................24
10.  DEFINITION OF CERTAIN TERMS........................................................25
11.  MISCELLANEOUS......................................................................35
     (a) Further Assurances.............................................................35
     (b) Amendments and Waiver..........................................................35
     (c) Governing Law..................................................................35
     (d) Notices........................................................................35
     (e) Benefit........................................................................36
     (f) Entire Agreement...............................................................36
     (g) Brokers........................................................................37
     (h) Disclosure Schedule............................................................37
     (i) Counterparts...................................................................37
</TABLE>

                                             -iii-
<PAGE>

                                                                     EXHIBIT 2.2

LIST OF EXHIBITS AND SCHEDULES

Schedule
--------

3(a)(i)           Newco Employees
3(a)(ii)          Terms and Conditions of Employment
4(h)              Permitted Encumbrances
4(i)              Intellectual Property Rights
4(j)              Contracts, Leases, Commitments and Agreements
4(l)              Major Suppliers and Customers
4(m)              Financial Statements
4(o)(9)           ObjectSpace Employee Plans
4(q)              Licenses
10(g)             Courses
10(o)             Intellectual Property
10(v)(1)          Personal Property
10(v)(5)          Prepaid Assets
10(v)(8)          Licenses and Permits
10(v)(9)          Logistics Support System
10(w)             Contracts
10(aa)(1)         Voyager and Catalyst Product Lines
10(aa)(10)        Enterprise-wide Licensed Software



                                        -iv-
<PAGE>

                                                                     EXHIBIT 2.2

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made and entered
into as of this 23rd day of September, 1999 by and between VALTECH S.A., a
French SOCIETE ANONYME ("PURCHASER"), and OBJECTSPACE, INC., a Delaware
corporation ("SELLER").

                                    RECITALS

A. Seller has previously directly engaged in, among other things, the business
of providing instructor-led training services dedicated to preparing companies
and their information technology staffs for the development of advanced
technology, other than Seller-owned technology currently existing or developed
in the future (the "BUSINESS").

B. Seller has formed VT Educational Services Corporation, a Delaware corporation
("NEWCO") in order to conduct the Business and, in connection with the formation
of Newco, Seller has contributed substantially all of the assets of Seller
associated with the Business to Newco.

C. Seller owns all of the issued and outstanding common stock of Newco, par
value $0.01 per share (the "COMMON STOCK").

D. Seller desires to sell to Purchaser and Purchaser desires to purchase and
acquire from Seller the Shares upon the terms and conditions set forth herein,
as a result of which Newco will become a wholly-owned subsidiary of Purchaser.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and agreements contained herein, the parties agree as follows:

         1.   PURCHASE AND SALE OF SHARES

              (a)  PURCHASE AND SALE. On the terms and subject to the conditions
         of this sells, assigns, transfers and delivers to Purchaser, and
         Purchaser hereby purchases, one thousand (1,000) shares of Common Stock
         (the "SHARES"), free and clear of any and all Liens.

              (b)  PURCHASE PRICE. The aggregate purchase price for the Shares
         shall be Two Million Nine Hundred Thirty-One Thousand Dollars
         ($2,931,000) (the "PURCHASE PRICE"). All references to "$" and
         "dollars" herein shall mean United States dollars. Purchaser hereby
         delivers the Purchase Price to Seller concurrent with the execution
         hereof as part of the Closing (as hereinafter defined) by wire
         transfer of immediately available funds to an account specified by
         Seller.

                                          -1-
<PAGE>

                                                                     EXHIBIT 2.2

         2.   CLOSING.

               (a)  LOCATION AND TIME. The closing of the transactions
         contemplated by this Agreement (the "CLOSING") shall take place at the
         offices of Winstead Sechrest & Minick P.C., 1201 Elm Street, 5400
         Renaissance Tower, Dallas, Texas 75270, simultaneously with the
         execution of this Agreement (the "CLOSING DATE").

               (b)  COSTS. Purchaser and Seller shall each bear their respective
         expenses, costs and fees (including attorneys and accountants fees and
         expenses) in connection with the transactions contemplated hereby,
         including the negotiation, preparation, execution and delivery of this
         Agreement and compliance herewith.

               (c)  CLOSING DELIVERIES BY SELLER. At the Closing, Seller shall
         deliver or cause to be delivered to Purchaser:

                   (1) all documents, certificates and agreement necessary to
         transfer to Purchaser title to the Shares, including without
         limitation, a certificate or certificates representing the Shares, duly
         endorsed for transfer;

                   (2) duly certified copies of the resolutions adopted by
         Seller's board of directors authorizing the execution, delivery and due
         performance of this Agreement and all transactions contemplated hereby;

                   (3) a copy of the Consulting and Training Teaming Agreement,
         between Seller and Valtech Technologies, duly executed by Seller (the
         "TEAMING AGREEMENT");

                   (4) a copy of the bill of sale, assignment and assumption
         agreement between Seller and Newco whereby Seller contributed the
         Operating Assets to Newco, duly executed by Seller and Newco;

                  (5) copies of all assignments from Seller to Newco of all
         intangibles constituting a part of the Operating Assets and the
         Operating Contracts, licenses, appurtenances and rights relating to the
         Business;

                  (6) duly executed UCC-3 termination (or partial termination,
         if appropriate) statements showing termination (or partial termination)
         of all UCC-1 financing statements and any other security interests
         filed against the Operating Assets;

                                           -2-
<PAGE>

                                                                     EXHIBIT 2.2

                  (7) evidence that all Liens encumbering the Operating Assets
         (other than the Permitted Encumbrances) have been paid as of the
         Closing;

                  (8) copies of all consents and agreements (duly executed by
         Seller and Newco) necessary to effect (i) the contribution of the
         Operating Assets from Seller to Newco, including, without limitation,
         the assignment to Newco of the Operating Contracts, (ii) the assumption
         of the Assumed Liabilities by Newco and (iii) the sale of the Shares to
         Purchaser;

                  (9) copies of tax statements from all taxing authorities
         showing taxes due for 1998 (and 1999, if available) against or with
         respect to the Operating Assets;

                  (10) an amendment to Seller's Lease, duly executed by Seller
         and executed by the Landlord, evidencing the exclusion of the Training
         Facility from Seller's Lease;

                  (11) good standing or similar certificates from the
         Secretaries of State and the appropriate taxing authorities of the
         States of Delaware and Texas with respect to Seller and Newco;

                  (12) duly executed resignations of the officers and directors
         of Newco, effective immediately following the Closing, from all
         positions held by such persons with Newco;

                  (13) the Certificate of Incorporation, Bylaws and original
         minutes of Newco and all other documents relating to the organization,
         maintenance and existence of Newco as a corporation; and

                  (14) such other documents, certificates, instruments or
         agreements which Seller is required to deliver to Purchaser or the
         Newco Employees pursuant to this Agreement.

         (d) CLOSING DELIVERIES BY PURCHASER. At the Closing, Purchaser shall
deliver or cause to be delivered to Seller:

                  (1) payment of the Purchase Price as provided in Section 1(b);

                  (2) duly certified copies of the resolutions adopted by
         Purchaser's board of directors or similar governing body authorizing
         the execution, delivery, and due performance of this Agreement and all
         transactions contemplated hereby and all documents to be executed and
         delivered hereunder;

                  (3) a copy of the Teaming Agreement duly executed by Valtech
         Technologies; and

                                            -3-
<PAGE>

                                                                     EXHIBIT 2.2

                  (4) such other documents, certificates, instruments or
         agreements which Purchaser is required to deliver to Seller pursuant to
         this Agreement.

         3.   LABOR AND EMPLOYMENT MATTERS.

              (a) EMPLOYMENT. Attached hereto as SCHEDULE 3(a)(i) is a list of
         all active employees of Newco on the payroll and available for duty on
         the Closing Date (the "NEWCO EMPLOYEES"). Such Newco Employees were
         previously employed by the Seller in connection with the Business and
         ceased to be employed by Seller on the Contribution Date. Effective
         from the Closing, Purchaser shall cause Newco (or an affiliate thereof)
         to continue the employment of the Newco Employees upon the terms and
         conditions for such Newco Employees described on SCHEDULE 3(a)(ii).

              (b) CONSTRUCTION. Section 3(a) above is solely for the purpose of
         defining the obligations between Purchaser and Seller concerning the
         Newco Employees and shall in no way be construed as creating any
         employment contract or other contract between Purchaser, Newco, Seller
         and/or any employee.

              (c) ADDITIONAL COVENANTS. Seller shall:

                  (1) enter into an amendment to each Newco Employee's existing
         option agreements which provide for the purchase of equity securities
         of Seller to provide that (i) no such options will terminate as a
         result of the Newco Employee's continued employment with Newco
         following the Closing, and (ii) any unvested options held by such Newco
         Employee shall vest on the earlier of (x) one year anniversary date of
         the Closing Date (the "ANNIVERSARY DATE") if such Newco Employee does
         not terminate his or her employment with Newco or an affiliate or
         successor of Newco on or prior to the Anniversary Date, or (y) the date
         on which such Newco Employee ceases to be an employee of Newco, or an
         affiliate or successor of Newco, by reason of such Newco Employee's
         employment being terminated by Newco or an affiliate or successor of
         Newco for any reason other than Cause; and

                  (2) pay to each such Newco Employee, within thirty days
         following December 31, 1999, a "stay in place bonus" in an amount equal
         to 25% of such Newco Employee's annual base salary, excluding bonus and
         commissions, if any, prior to the Closing if such Newco Employee is
         continuously employed by Newco, or an affiliate or successor of Newco,
         between the Closing and December 31, 1999; and

                  (3) on the Closing Date, or as soon as practicable thereafter,
         pay each Newco Employee all accrued wage, salary, bonus and commission
         for all periods prior to and including the Closing Date to which such
         person is entitled; and

                                            -4-
<PAGE>

                                                                     EXHIBIT 2.2

                  (4) pay or provide for all other employee benefits maintained
         by Seller for all periods prior to and including the Closing Date, all
         in accordance with applicable law; and

                  (5) as soon as possible after the Closing Date, but in no
         event later than thirty (30) days after the Closing Date, deliver to
         Newco copies of amendments to the employment agreements between Seller
         and the Newco Employees which evidence certain modifications to the
         employment agreements between Seller and the Newco Employees (as former
         employees of Seller).

         4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents
and warrants to Purchaser as follows, each such representation and warranty
being qualified in its entirety by the disclosures set forth on the disclosure
schedule of Seller attached hereto (the "DISCLOSURE SCHEDULE"):

                  (a) ORGANIZATION. Each of Seller and Newco are
         corporations duly organized, validly existing and in good standing
         under the laws of the State of Delaware. Each of Seller and Newco
         has the requisite corporate power and authority to own its property
         and assets and to carry on its business as now being conducted.
         Each of Seller and Newco is duly qualified, registered or licensed
         to do business as a foreign corporation in each other jurisdiction
         wherein the nature of its activities or of its properties owned or
         leased makes such qualification necessary and failure to be so
         qualified, registered or licensed would have a material adverse
         effect upon the Business. Except as contemplated by this Agreement,
         no stockholder, officer, director or employee of Seller or Newco or
         any affiliated entity is currently a party to any transaction with
         Seller or Newco relating to any aspect of the Business.

                  (b) CAPITALIZATION. Newco's entire authorized capital
         stock consists of 1,000 shares of Common Stock, of which 1,000
         shares are issued and outstanding. All of the Shares have been duly
         authorized and are validly issued, fully paid and nonassessable and
         have not been issued in violation of any pre-emptive rights. There
         are no outstanding or authorized options, rights, warrants, calls,
         convertible securities, rights to subscribe, conversion rights or
         other agreements or commitments to which Newco or Seller is a party
         or which are binding upon Newco providing for the issuance or
         transfer by Newco of additional shares of its capital stock, nor
         are there any outstanding stock option rights, phantom equity or
         similar rights with respect to Newco. There are no voting trusts or
         any other agreements or understandings with respect to the voting
         of Newco's capital stock. Upon consummation of the transactions
         contemplated by this Agreement, Purchaser will own a one hundred
         percent (100% ) equity interest in Newco. Seller owns all of the
         Shares free and clear of all Liens.

                  (c) AUTHORIZATION OF AGREEMENT. Seller has the requisite
         corporate power and authority to execute and deliver this Agreement
         and each of Seller and Newco has the

                                            -5-
<PAGE>

                                                                     EXHIBIT 2.2

         requisite power and authority to consummate the transactions
         contemplated hereby. The execution and delivery of this Agreement
         by Seller and the performance by Seller of its obligations
         hereunder have been duly authorized by all necessary action on the
         part of Seller. The execution and delivery of this Agreement by
         Seller and the consummation of the transactions contemplated hereby
         do not and will not conflict with, or result in a breach of, or
         constitute a default under, the terms or conditions of the
         Certificate of Incorporation or Bylaws of Seller, any court or
         administrative order, judgment or decree, any agreement or
         instrument to which Seller or Newco is a party or by which Seller,
         Newco or any of their assets are bound or, to the knowledge of
         Seller, any statute or regulation of any governmental agency. The
         execution and delivery of this Agreement by Seller and the
         consummation of the transactions contemplated hereby do not require
         the consent of any third party. This Agreement and all other
         instruments required hereby to be executed and delivered by Seller
         are, or when delivered will be, valid and binding obligations of
         Seller, enforceable against Seller in accordance with their terms,
         except to the extent that such enforceability may be limited by
         applicable bankruptcy, insolvency, reorganization or other laws
         affecting the enforcement of creditors' rights generally and except
         that the availability of equitable remedies, including specific
         performance, is subject to the discretion of the court before which
         any proceedings therefor may be brought.

                  (d)   TAX MATTERS.

                        (1) Seller does not have any liabilities for Taxes.

                        (2) Seller has duly and timely filed all Tax Returns
                  with the appropriate governmental or taxing authority and
                  has duly completed and correctly reported all income and
                  all other amounts and information required to be reported
                  thereon.

                        (3) Seller has duly and timely paid, accrued or
                  properly provided for all Taxes, including all
                  installments on account of Taxes for the current year,
                  that are due and payable or collectible by Seller.

                        (4) Neither Seller nor any member of any
                  affiliated group (within the meaning of Section 1504 of
                  the Code), combined group, consolidated or unitary group
                  (any such affiliated, combined, consolidated or unitary
                  group hereinafter referred to as an "AFFILIATED GROUP")
                  of which Seller is or was a member has received notice of
                  any deficiency or assessment from any federal, state,
                  local or foreign governmental authority with respect to
                  any liability for Taxes attributable to the Business,
                  Newco or the Operating Assets. No administrative,
                  judicial or other proceeding is presently pending with
                  respect to any Taxes or Tax Returns of Seller or any
                  member of an Affiliated Group of which Seller is or was a
                  member or otherwise with respect to the Business, Newco
                  or the Operating Assets.

                                            -6-
<PAGE>

                                                                     EXHIBIT 2.2

                        (5) There are no actions, suits, proceedings,
                  investigations, audits or claims now pending or, to the
                  knowledge of Seller, threatened against Seller or Newco
                  in respect of any Taxes and there are no matters under
                  discussion, audit or appeal with any governmental
                  authority relating to Taxes.

                        (6) There are no liens for Taxes upon the assets
                  of Seller or Newco, including, but not limited to the
                  Operating Assets, except for liens for Taxes not yet due.

                        (7) None of the Operating Assets is property
                  that is or will be required to be treated as being owned
                  by another person pursuant to the provisions of Section
                  168(f) of the Code (as in effect prior to the amendment
                  by the Tax Reform Act of 1986) or is "tax-exempt use
                  property" within the meaning of Section 168 of the Code.

                        (8) Seller has timely deducted and withheld and
                  will deduct and withhold from any amount paid or credited
                  or deemed paid or credited up to and including the
                  Closing Date by it to or for the account or benefit of
                  any person, including, without limitation, any of its
                  employees, officers or directors, the amount of all Taxes
                  and other deductions required by any applicable law to be
                  deducted or withheld from any such amount and has duly
                  and timely collected and remitted and will collect and
                  remit the same to the appropriate governmental authority.

                  (e) ACTIONS, SUITS, PROCEEDINGS. There is no litigation
         action, suit, investigation or proceeding (including, without
         limitation, condemnation proceedings and actions, suits or
         proceedings in respect of product liability claims) pending or, to
         the knowledge of Seller, threatened against Seller or any of its
         properties or business in any court or before any federal, state,
         municipal, foreign or other governmental agency relating to Newco,
         the Operating Assets or the Business or the consummation of the
         transactions contemplated hereby. Neither Seller, Newco, the
         Business nor the Operating Assets are subject to any order, writ,
         injunction or decree of any court or governmental agency relating
         to Newco, the Business or the Operating Assets.

                  (f) COMPLIANCE WITH APPLICABLE LAWS AND OTHER INSTRUMENTS.
         Prior to the Contribution Date, Seller conducted the Business in
         all material respects in compliance with all applicable laws, rules
         or regulations of all governmental authorities. Subsequent to the
         Contribution Date, Newco has conducted and is conducting the
         Business in all material respects in compliance with all applicable
         laws, rules or regulations of all governmental authorities. Neither
         Seller nor Newco is in violation of their respective Certificates
         of Incorporation or Bylaws.

                  (g) CONTRIBUTION OF ASSETS TO NEWCO. In connection with
         the formation of Newco, Seller contributed all of Seller's right,
         title and interest in and to the Operating

                                         -7-
<PAGE>

                                                                     EXHIBIT 2.2

         Assets to Newco, free and clear of any Liens, other than the Permitted
         Encumbrances (as defined below).

                  (h) TITLE TO THE OPERATING ASSETS. Newco has good and
         marketable title to all of the Operating Assets, free and clear of
         all Liens that will continue after the Closing Date, except
         encumbrances listed and described in SCHEDULE 4(h) hereto (the
         "PERMITTED ENCUMBRANCES"). To the extent that any Permitted
         Encumbrances contain covenants or obligations by which Newco is
         bound, Newco is not in default under such covenants or obligations
         and has no knowledge of any material default on the part of any
         other party to such Permitted Encumbrances.

                  (i) INTELLECTUAL PROPERTY RIGHTS. SCHEDULE 4(i) hereto
         contains a complete and accurate list of (1) all patents,
         registered or material trademarks, trade names, registered or
         material service marks and registered copyrights (and all
         applications therefor) used in the conduct of the Business
         (indicating whether or not such patent, trademark, trade name,
         service mark or registered copyright is owned by Newco), (2) all
         computer programs, software, and software licenses used primarily
         in the conduct of the Business, and (3) all agreements relating to
         technology, know-how or processes which Newco is licensed or
         authorized to use by others in the conduct of the Business. Newco
         (i) owns or has the right to use all patents, registered or
         material trademarks, trade names, registered or material service
         marks and registered copyrights (and all applications therefor) and
         all trade secrets, inventions, know-how, ideas, designs, processes,
         specifications and formulas included in the Operating Assets and
         embodied in or related to the Business, subject to the provisions
         of any license agreement by which Newco has received rights in
         connection with such intellectual property, and (ii) to the
         knowledge of Seller, Newco is not using any confidential
         information or trade secrets of others in the operation of the
         Business. Neither Seller nor Newco is a party to any agreement or
         contract which obligates Seller or Newco to pay royalties, fees or
         other payments to any owner of, licensor of, or other claimant to,
         any Intellectual Property included in the Operating Assets. Neither
         Seller nor Newco has transferred or conveyed any rights to others
         in the Intellectual Property included in the Operating Assets other
         than rights to use that are incidental to sales of products
         included within the Business. To the knowledge of Seller, no claims
         have been asserted by any person to the use in the conduct of the
         Business of any Intellectual Property included in the Operating
         Assets challenging or questioning the validity or effectiveness of
         any such Intellectual Property included in the Operating Assets
         and, to the knowledge of Seller, there exists no valid basis for
         any such claim, except for such claims an adverse determination of
         which, in the aggregate, would not have a material adverse effect
         on the Business; and, to the knowledge of Seller, the use of the
         Intellectual Property included in the Operating Assets in the
         conduct of the Business does not infringe on the rights of any
         person. Newco owns, or is otherwise licensed or has the right to
         use, all Intellectual Property included in the Operating Assets
         used in or necessary for the conduct of the Business and, subject
         to obtaining necessary consents, the consummation of the
         transactions contemplated by this Agreement will not alter or
         impair any such rights.

                                         -8-
<PAGE>

                                                                     EXHIBIT 2.2

                  (j) CONTRACTS, LEASES, COMMITMENTS AND AGREEMENTS.
         SCHEDULE 4(j) hereto sets forth and describes all material
         contracts, leases, agreements and commitments (i.e., a contract,
         lease, agreement or commitment providing for payment or receipt of
         $5,000 or more over the life of the contract or which may not be
         terminated without penalty with notice of 30 days or less) to which
         Seller or Newco is a party or by which either of them is bound with
         respect to the Business or the Operating Assets. Seller, Newco and
         each other party thereto have in all respects substantially
         performed all obligations required to be performed by them to date,
         and are not in default under any of the Operating Contracts. Each
         of the Operating Contracts is in full force and effect, and neither
         Seller nor Newco have assigned to any other person any of their
         rights thereunder, other than the assignment of the Operating
         Contracts from Seller to Newco.

                  (k) COMPOSITION AND CONDITION OF OPERATING ASSETS. The
         Operating Assets comprise all material property and assets employed
         by Seller immediately prior to the Contribution Date and currently
         employed by Newco in the Business, except for the Retained Assets.
         All tangible personal property included in the Operating Assets is
         mechanically sound with no known material defects (ordinary wear
         and tear excepted) and are in good and normal operating condition
         and repair.

                  (l) MAJOR SUPPLIERS AND CUSTOMERS. Attached hereto as
         SCHEDULE 4(l) is a comprehensive listing of each supplier of goods
         and services to the Business to whom Seller paid in excess of
         $3,000 in the aggregate, and each customer of the Business to whom
         Seller billed in excess of $5,000 in the aggregate, during the 12
         month period ending December 31, 1998; provided, however, that
         SCHEDULE 4(l) may list suppliers or customers that have not been
         paid or billed in excess of such amounts. To the knowledge of
         Seller, no material supplier or customer has any intention to
         change its relationship or the terms upon which it conducts
         business with respect to the Business as a result of the
         transactions contemplated by this Agreement.

                  (m) FINANCIAL STATEMENTS. Attached to this Agreement as
         SCHEDULE 4(m) are net income statements of Seller relating to the
         Business for the year ended December 31, 1998 and the interim
         period ended June 30, 1999. Such net income statements (1) were
         prepared from the books and records of Seller; (2) present fairly
         the financial condition of the Business at the dates indicated in
         all respects; and (3) have, in all material respects, been prepared
         in accordance with generally accepted accounting principles applied
         on a basis consistent with Seller's financial statements for the
         year ended December 31, 1998 and the interim period ended June 30,
         1999, subject, in the case of the net income statements for the
         interim period, to normal recurring year end adjustments.

                  (n) BUSINESS CHANGES. Except for the transactions
         contemplated by this Agreement and the Bill of Sale, Assignment and
         Assumption between Seller and Newco (the "BILL OF SALE"), since
         June 30, 1999, there has not been:

                                            -9-
<PAGE>

                                                                     EXHIBIT 2.2

                           (1) any material adverse change in the business,
                  financial condition, operations or results of operations
                  of the Business, or material damage, destruction or loss
                  (whether or not covered by insurance) affecting the
                  Business or the Operating Assets;

                           (2) any sale, lease, abandonment or other
                  disposition of any material equipment or other operating
                  property associated with the Business except for
                  dispositions in the ordinary course of business;

                           (3) any material transfer or other disposition
                  or purchase or other acquisition of any properties or
                  assets used in the Business (real, personal or mixed,
                  tangible or intangible), except in the ordinary course of
                  business and consistent with past practice;

                           (4) any deviation from the ordinary and usual
                  course by Seller in the conduct of the Business,
                  including, without limitation, any payment to any
                  stockholder, former stockholder, officer, director or
                  affiliated party other than regular compensation paid in
                  the ordinary course of business, or any increase in
                  compensation of any officer, director or employee
                  (including, without limitation, any increase pursuant to
                  any bonus, pension, profit sharing or other plan or
                  commitment) or the adoption of any new benefit program,
                  plan or other arrangement for officers, directors or
                  employees;

                           (5) any change in accounting methods or
                  practices followed by Seller in connection with the
                  Business;

                           (6) any increase in any obligations or
                  liabilities (whether absolute, accrued, contingent or
                  otherwise and whether due or to become due), except items
                  incurred in the ordinary course of business, in excess of
                  $5,000 individually or $20,000 in the aggregate;

                           (7) except for Permitted Encumbrances, any
                  Operating Asset which has been subjected to any Lien of
                  any kind, except for liens for current taxes not yet due;

                           (8) any disposition of or lapse of any rights to
                  the use of the Intellectual Property included in the
                  Operating Assets or disclosure to any person other than
                  representatives of Newco of any material trade secret,
                  formula, process or know-how included in the Operating
                  Assets not theretofore a matter of public knowledge; or

                           (9) any agreement in writing to take any action
                  described in clauses (1) through (8) of this Section 4(n).

                                          -10-
<PAGE>

                                                                     EXHIBIT 2.2

                  (o) EMPLOYEE BENEFIT MATTERS; ERISA. Except as
         specifically set forth in the schedules numbered to correspond to
         the applicable representation or warranty and attached hereto,
         Seller represents and warrants as follows:

                  (1) PENSION PLANS.

                           (i) No Employee Plan is a Pension Plan which is
                  subject to Title IV of ERISA or the minimum funding
                  requirements of the Code.

                           (ii) No Pension Plan is "top heavy" within the
                  meaning of Section 416 of the Code.

                           (iii) Each Pension Plan and each related trust
                  agreement, annuity contract or other funding instrument which
                  is intended to be qualified and tax exempt under the
                  provisions of Code Sections 401(a) and 501(a), as applicable,
                  has received from the Internal Revenue Service a favorable
                  determination letter considering the Tax Reform Act of 1986,
                  as amended, or application for such determination has been
                  made within the applicable remedial amendment period and is
                  currently pending.

                           (iv) Each Pension Plan, related trust agreement,
                  annuity contract or other funding instrument, for which
                  Purchaser or Newcom could reasonably be expected to have any
                  liability, is in material compliance with its terms and, both
                  as to form and in operation, with the requirements prescribed
                  by any and all Laws which are applicable to such Pension Plan,
                  including without limitation ERISA and the Code.

                  (2) MULTIEMPLOYER PLANS. There are no Multiemployer Plans, and
         neither Seller nor any ERISA Affiliate has ever maintained, contributed
         to, or participated or agreed to participate in any Multiemployer Plan.
         Neither Seller nor any ERISA Affiliate has ever withdrawn, partially or
         completely, or instituted steps to withdraw, whether partially or
         completely, from any Multiemployer Plan, nor has any event occurred
         which could enable a Multiemployer Plan to give notice of and demand
         payment of any withdrawal liability with respect to any of Seller or
         any ERISA Affiliate.


                                          -11-
<PAGE>

                                                                     EXHIBIT 2.2

                  (3) WELFARE PLANS.

                           (i) Each Welfare Plan for which Purchaser or Newco
                  could reasonably be expected to have any liability is in
                  material compliance with its terms and, both as to form and
                  operation, with the requirements prescribed by any and all
                  Laws which are applicable to such Welfare Plan, including
                  without limitation ERISA and the Code. No Welfare Plan
                  provides for retiree medical or life insurance.

                           (ii) Each Welfare Plan which is a "group health
                  plan," as defined in Section 607(1) of ERISA, has been
                  operated in material compliance with provisions of Part 6 and
                  7 of Title I, Subtitle B of ERISA and Sections 4980B,
                  9801-9803, 9811, 9812, and 9831-9833 of the Code at all times.

                           (iii) No Welfare Plans are self-insured "multiple
                  employer welfare arrangements" as such term is defined in
                  Section 3(40) of ERISA.

                  (4) BENEFIT ARRANGEMENTS. Each Benefit Arrangement is in
         material compliance with its terms and with the requirements prescribed
         by any and all Laws which are applicable to such Benefit Arrangement,
         including without limitation the Code, for which Purchase or Newco
         could reasonably be expected to be liable.

                  (5) FIDUCIARY DUTIES AND PROHIBITED TRANSACTIONS. To the
         knowledge of Seller, neither Seller nor any ERISA Affiliate has any
         liability with respect to any transaction which relates to any Pension
         Plan or any Welfare Plan and which is in violation of Sections 404 or
         406 of ERISA or constitutes a "prohibited transaction," as defined in
         Section 4975(c)(1) of the Code, and for which no exemption exists under
         Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code for which
         Purchase or Newco could reasonably be expected to be liable. To the
         knowledge of Seller, neither Seller nor any ERISA Affiliate has
         participated in a violation of Part 4 of Title I, Subtitle B of ERISA
         by any plan fiduciary of any Welfare Plan or Pension Plan or has any
         unpaid civil penalty under Section 502(1) of ERISA for which Purchase
         or Newco could reasonably be expected to be liable.

                  (6) LITIGATION. There is no material action, order, writ,
         injunction, judgment or decree outstanding or claim, suit, litigation,
         proceeding, arbitral action, governmental audit or investigation
         (including, without limitation, any such audit or investigation by the
         Internal Revenue Service, Department of Labor,

                                        -12-
<PAGE>

                                                                     EXHIBIT 2.2

         or PBGC) relating to or seeking benefits under any Employee Plan
         that is pending or, to the knowledge of Seller, threatened or
         anticipated against any of Seller or any ERISA Affiliate other than
         routine claims for benefits. To the best knowledge of Seller, no
         Newco Employee has any material claim against Seller (whether under
         federal or state law, any employment agreement, or otherwise) on
         account of or for (i) overtime pay, other than overtime pay for the
         current payroll period; (ii) wages or salary for any period other
         than the current payroll period; (iii) vacation, time off, sick
         time or pay in lieu of any of the foregoing, other than that earned
         in respect of the current fiscal year of the Seller; or (iv) any
         violation of any statute, ordinance or regulation relating to
         minimum wages or maximum hours of work. To the best knowledge of
         Seller, no Newco Employee has any material claim, or basis for any
         material action or proceeding against Seller, arising under any
         statute, ordinance or regulation relating to discrimination in
         employment or employment practices, occupational safety and health
         standards or workers' compensation for which Purchase or Newco
         could reasonably be expected to be liable.

                  (7) UNPAID CONTRIBUTIONS. Neither Seller nor any ERISA
         Affiliate has any material liability for unpaid contributions required
         to be made pursuant to the plan's terms with respect to any Employee
         Plan for which Purchase or Newco could reasonably be expected to be
         liable.

                  (8) CHANGE OF CONTROL PAYMENTS AND COMPENSATION DEDUCTION
         LIMITATIONS. Except in accordance with the terms of the applicable
         Employee Plan or as disclosed on SCHEDULE 4(o)(8), the execution of
         this Agreement and the consummation of the transactions contemplated
         hereby will not result in any payment (whether of separation pay or
         otherwise), cancellation of indebtedness, or other obligation becoming
         due from any of Seller or any ERISA Affiliate to any current or former
         employee, director, or consultant, or result in the vesting,
         acceleration of payment or increase in the amount of any benefit
         payable to or in respect of any such current or former employee,
         director, or consultant of any of Seller or any ERISA Affiliate. There
         is no contract, agreement, plan or arrangement covering any current or
         former employee, director, or consultant of Seller or any ERISA
         Affiliate that, individually or collectively, could give rise to the
         payment of any amount that would not be deductible pursuant to the
         terms of Sections 162(a)(1), 162(m), and/or 280G of the Code or would
         require the payment of an excise tax imposed by Section 4999 of the
         Code or of any "gross up" of any such excise tax for which Purchase or
         Newco could reasonably be expected to be liable.

                  (9) COPIES OF DOCUMENTATION. SCHEDULE 4(o)(9) sets forth a
         true and complete list of all Employee Plans of Seller and/or Newco.
         Seller has delivered to Purchaser pursuant to this Agreement, or shall
         provide to Purchaser within ten (10) business days after the date
         hereof, a true and complete set of copies of (i) all

                                             -13-
<PAGE>

                                                                     EXHIBIT 2.2

         Employee Plans and related trust agreements, annuity contracts or
         other funding instruments as in effect immediately prior to the
         Closing Date, together with all amendments thereto which shall
         become effective at a later date; (ii) the latest Internal Revenue
         Service determination letter obtained with respect to any such
         Employee Plan qualified or exempt under Section 401 or 501 of the
         Code; (iii) annual reports (Form 5500 series or the alternative
         filing, if applicable, under ERISA Regulation Section 2520.104-23)
         and certified financial statements for the most recently completed
         three fiscal years for each Employee Plan required to file such
         form, together with the most recent actuarial report, if any,
         prepared by the Employee Plan's enrolled actuary; (iv) all summary
         plan descriptions for each Employee Plan required to prepare, file
         and distribute summary plan descriptions; (v) copies of all
         documentation relating to the correction of Pension Plan defects
         under the IRS Employee Plans Compliance Resolution System or any
         predecessor or similar IRS program; (vi) all summaries furnished or
         made available to employees, officers and directors of any of
         Seller or their ERISA Affiliates of all incentive compensation,
         other plans and fringe benefits for which a summary plan
         description is not required; (vii) the names of all salaried
         employees involved in the Business, together with a statement as to
         the full amount paid or payable to each such employee for services
         rendered during the last or current fiscal year and the current
         aggregate base salary rate for each such person; (viii) the names
         of all Newco Employees; (ix) amounts of current and deferred
         compensation due the Newco Employees (including vacation pay,
         holiday pay, sick pay and similar compensation earned by and/or
         accrued to the Newco Employees); (x) FICA, unemployment and other
         payroll taxes payable with respect to the Newco Employees; and (xi)
         the seniority and current compensation levels of all Newco
         Employees, vendors, agents and independent contractors as of the
         Closing Date.

         (p) LABOR MATTERS.

                           (1) Neither Seller nor Newco is a party to any
                  collective bargaining agreement (the "LABOR AGREEMENTS"), and
                  no union or association of employees has been certified or
                  recognized as the collective bargaining representative of any
                  of Seller's or Newco's employees or has attempted to engage in
                  negotiations with Seller or Newco regarding terms and
                  conditions of employment.

                           (2) Seller and Newco are in compliance in all
                  material respects with all requirements of applicable federal,
                  state and local laws and regulations governing employee
                  relations, including but not limited to anti-discrimination
                  laws, wage/hour laws, labor relations laws and occupational
                  safety and health laws, and no suits, charges or
                  administrative proceedings relating to any such law or
                  regulation are pending, and, to the knowledge of Seller, no
                  suit, charge or administrative investigation alleging a
                  violation of any such law or regulation has been threatened.

                                           -14-
<PAGE>

                                                                     EXHIBIT 2.2

                  (q) GOVERNMENT LICENSE AND REGULATION. Set forth on
         SCHEDULE 4(q) is a list of all material domestic and foreign
         governmental and third party licenses, permits, certificates,
         consents, approvals, waivers, authorizations, and registrations
         (collectively, "APPROVALS") which Seller obtained and transferred
         to Newco which, to Seller's knowledge, are all of the Approvals
         necessary to conduct the Business as presently conducted and to own
         and use the Operating Assets, and such Approvals are in full force
         and effect. No proceeding is pending or threatened regarding the
         revocation or limitation of any such Approvals and there is no
         basis or grounds for any such revocation or limitation.

                  (r) LIABILITIES OF NEWCO. Newco has no responsibility for
         any liabilities other than the Assumed Liabilities. Other than the
         Assumed Liabilities, Newco did not assume and has not assumed, and
         is not responsible for, any liabilities or obligations of Seller,
         including without limitation the Excluded Liabilities, and Seller
         remains liable for and will discharge the Excluded Liabilities.

                  (s) LOCATION OF OPERATING ASSETS. All of the tangible
         personal property included in the Operating Assets is located at
         the Training Facility.

                  (t) YEAR 2000. All computer software, hardware, programs
         and technical systems ("TECHNOLOGY") included within the Operating
         Assets is "Year 2000 compliant," which means that each all such
         Technology will (i) not fail to function and operate prior to,
         during and after the calendar Year 2000 in accordance with its
         specifications as a result of the use of a valid date; (ii) will
         provide the output specified in such Technology's specifications
         without experiencing abnormal ending dates and/or invalid or
         incorrect years, and (iii) will incorporate century recognition
         date data, calculations that use same century and multi-century
         formulas and date values that reflect the current century in all
         transactions.

                  (u) EMPLOYEE MATTERS. On or prior to the Closing Date,
         Seller has furnished or shall furnish to the Newco Employees, their
         representatives and appropriate governmental authorities such
         notices as may be required of Seller by and in accordance with
         applicable laws and regulations, including, without limitation, any
         mass lay-off laws. Seller has complied with all legal obligations,
         if any, it may have to bargain with the collective bargaining
         representatives of the Newco Employees concerning the decision to
         contribute the Operating Assets to Newco and the effects thereof.

         5.       REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
represents and warrants to Seller as follows:

                  (a) CORPORATE ORGANIZATION. Purchaser is a SOCIETE ANONYME
         duly organized and validly existing under the laws of France. Purchaser
         has the power and authority to own its property and assets and to carry
         on its business as now conducted.

                                            -15-
<PAGE>

                                                                     EXHIBIT 2.2

                  (b) CORPORATE AUTHORITY. Purchaser has the requisite power and
         authority to execute and deliver this Agreement and to consummate the
         transactions contemplated hereby. The execution and delivery of this
         Agreement and performance by Purchaser of its obligations hereunder
         have been duly authorized by all necessary action on the part of
         Purchaser. The execution and delivery of this Agreement and the
         consummation of the transactions contemplated hereby do not and will
         not conflict with, or result in a breach of, or constitute a default
         under, the terms and conditions of Purchaser's organizational
         documents, any court or administrative order or process, any agreement
         or instrument to which Purchaser is a party or by which it or any of
         its assets is bound or, to the knowledge of Purchaser, any statute or
         regulation of any governmental agency. The execution and delivery of
         this Agreement by Purchaser and the consummation of the transactions
         contemplated hereby by Purchaser do not require the consent of any
         third party. This Agreement and all other instruments required hereby
         to be executed and delivered by Purchaser are, or when delivered will
         be, valid and binding obligations of Purchaser enforceable against
         Purchaser in accordance with their terms, except to the extent that
         such enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization or other laws affecting the enforcement of
         creditors' rights generally and except that the availability of
         equitable remedies, including specific performance, is subject to the
         discretion of the court before which any proceedings therefor may be
         brought.

                  (c) LITIGATION AND OTHER PROCEEDINGS. There is no litigation,
         action, suit, investigation or proceeding pending or, to Purchaser's
         knowledge, threatened against or affecting Purchaser's business before
         any court, agency or other governmental body that would result in any
         material adverse effect upon Purchaser's ability to perform its
         obligations under this Agreement.

                  (d) INVESTMENT INTENT. Purchaser is acquiring the Shares for
         its own account and not with a view to their distribution within the
         meaning of Section 2(11) of the Securities Act of 1933, as amended.

         6.       COVENANT NOT TO COMPETE. In consideration of the payment by
Purchaser of the Purchase Price, Seller hereby agrees that, for a period of
three years from the Closing Date, it shall not directly or indirectly,
through any person controlling, controlled by or under common control with
Seller, alone or in association with any other person, firm, corporation,
partnership or other business organization, except as expressly provided for
herein:

                  (a) Engage in, or own or acquire any controlling interest in
         any business which is engaged in, advanced software technology training
         (a "COMPETITIVE BUSINESS"). For purposes of this Section 6(a), there
         shall be disregarded any interest which arises solely from the
         ownership of less than a 10% equity interest in a corporation whose
         stock is regularly traded on any national securities exchange or in the
         over-the-counter market. Notwithstanding the foregoing, Purchaser and
         Seller agree Seller may provide training

                                           -16-
<PAGE>

                                                                     EXHIBIT 2.2

         services (1) solely for internal purposes, and (2) to third parties
         in connection with Seller-owned technology whether now existing or
         developed in the future.

                  (b) In any way, directly or indirectly, for the purpose of
         conducting or engaging in any Competitive Business, (1) call upon,
         solicit, advise or otherwise do, or attempt to do, business relating to
         the Competitive Business with any former customers of Seller or Newco
         or (2) take away or interfere or attempt to interfere with any former
         customer, trade, business or patronage of Seller or Newco relating to
         the Competitive Business.

                  (c) Seller acknowledges that the failure or threatened failure
         to comply with the provisions of this Section 6 will result in
         irreparable and continuing damage to Purchaser for which there will be
         no adequate remedy at law and that, notwithstanding any other provision
         of this Agreement, in the event of such failure or threatened failure,
         Purchaser and its successors and assigns shall be entitled to
         injunctive relief and to such other and further relief as may be proper
         and necessary to ensure compliance with the provisions of this
         Section 6.

         7.       INDEMNIFICATION.

                  (a) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
         representations and warranties made herein by Purchaser or Seller shall
         survive the execution and delivery of this Agreement and, other than
         the representations and warranties contained in Section 4(d), which
         shall survive for the period of the applicable statutes of limitation,
         shall remain in full force and effect for a period of twelve months
         following the Closing Date, and shall be deemed to have been relied
         upon by each other party hereto, notwithstanding any investigation made
         by or on behalf of such party. Actions for a breach of a representation
         or warranty may be commenced only during the period in which such
         representation or warranty survives.

                  (b) INDEMNIFICATION BY SELLER. Seller shall indemnify and hold
         harmless Purchaser, Newco and their affiliates and each of their
         directors, officers, employees, advisors, agents and stockholders at
         all times from and after the Closing Date against and with respect to
         any and all claims, demands, lawsuits, proceedings, losses,
         assessments, taxes, fines, penalties, administrative orders,
         obligations, costs, expenses, liabilities and damages, interest,
         reasonable attorneys' fees and costs of investigation (all of the
         foregoing hereinafter referred to collectively as "CLAIMS") which arise
         or result from and to the extent they are attributable to:

                           (1) the Excluded Liabilities and/or the Retained
                  Assets;

                           (2) the untruth or breach of any representation or
                  warranty made by Seller pursuant to this Agreement or any
                  other agreement or document executed and delivered by Seller
                  in connection with the transactions contemplated hereby;

                                           -17-
<PAGE>

                                                                     EXHIBIT 2.2

                           (3) the breach of, or failure to perform, any of the
                  covenants, commitments, obligations or agreements on the part
                  of Seller under this Agreement or any other agreement or
                  document executed and delivered by Seller in connection with
                  the transactions contemplated hereby;

                           (4) the operation by Seller and/or Newco of the
                  Business prior to the Closing (except with respect to Assumed
                  Liabilities relating to such pre-Closing operation); and

                           (5) any and all demands, claims, actions, suits,
                  proceedings, assessments, judgments, costs and legal and other
                  expenses incident to any of the foregoing.

         Seller shall have no liability with respect to the matters described in
         Section 7(b)(2) until the aggregate of all claims for which an
         indemnity would otherwise be payable by Seller exceeds $50,000 in the
         aggregate (the "BASKET"), and in such event, Seller shall be
         responsible only for the amount in excess of the Basket, but in no case
         shall the liability of Seller (i) with respect to the matters described
         in Section 7(b)(2) (other than matters arising in respect of Sections
         4(d), (e), (g), (h) and (i)) or the Bill of Sale and, to the extent
         they apply to claims under Section 7(b)(2), the matters described in
         Section 7(b)(5), exceed $850,000, and (ii) with respect to the matters
         described in Section 7(b)(2) arising in respect of Sections 4(d), (e),
         (g), (h) and (i) or with respect to any breach of any of the Seller's
         representations and warranties of which the Seller had Knowledge at any
         time prior to the date on which such representation and warranty is
         made or any breach by Seller of any covenant or obligation pursuant to
         this Agreement or any other agreement or document executed and
         delivered by Seller in connection with the transactions contemplated
         hereby, exceed the Purchase Price (collectively, the "CAP").

                  (c) INDEMNIFICATION BY PURCHASER. Purchaser shall indemnify
         and hold harmless Seller and its directors, officers, employees,
         advisors, affiliates, agents and stockholders at all times from and
         after the Closing Date against and with respect to any and all Claims
         which arise or result from and to the extent that are attributable to:

                           (1) the Assumed Liabilities and the Operating
                  Contracts;

                           (2) the untruth or breach of any representation or
                  warranty made by Purchaser pursuant to this Agreement or any
                  other agreement or document executed and delivered by
                  Purchaser in connection with the transactions contemplated
                  hereby;

                           (3) the breach of, or failure to perform, any of the
                  covenants, commitments, obligations or agreements on the part
                  of Purchaser under this

                                              -18-
<PAGE>

                                                                     EXHIBIT 2.2

                  Agreement or any other agreement or document executed and
                  delivered by Purchaser in connection with the transactions
                  contemplated hereby;

                           (4) the operation by Purchaser and/or Newco of the
                  Business after the Closing;

                           (5) any material difference between the tax liability
                  of Seller if the Operating Assets had been purchased directly
                  by Purchaser in an asset purchase and the tax liability Seller
                  will incur as a result of the consummation of the transactions
                  as structured in this Agreement; provided, however, that
                  Purchaser shall have no liability with respect to the matters
                  set forth in this SECTION 15(C)(5) unless and until such
                  liability exceeds $500; and

                           (6) any and all demands, claims, actions, suits or
                  proceedings, assessments, judgments, costs and legal and other
                  expenses incident to any of the foregoing:

                  (d) PROCEDURES FOR INDEMNIFICATION. Promptly after receipt by
         an indemnified party pursuant to the provisions of Sections (b) or (c)
         of this Section 7 of notice of a third party claim or the commencement
         of any third party action pursuant to the provisions of such Sections
         7(b) or (c), such indemnified party shall promptly notify such
         indemnifying party of the commencement thereof; but the omission to so
         notify such indemnifying party will not relieve it from any liability
         which it may have to the indemnified party otherwise than hereunder
         unless the indemnified party is materially prejudiced thereby. In case
         such action is brought against an indemnified party and it notifies the
         indemnifying party of the commencement thereof, the indemnifying party
         shall have the right to participate in, and, to the extent that it may
         wish, to assume the defense thereof, with counsel reasonably
         satisfactory to such indemnified party; provided, however, if the
         defendants in any action include both the indemnified party and the
         indemnifying party and the indemnified party shall have reasonably
         concluded that there may be legal defenses available to it which are
         different from or additional to those available to the indemnifying
         party, or if there is a conflict of interest which would prevent
         counsel for the indemnifying party from also representing the
         indemnified party, the indemnified party shall have the right to select
         separate counsel to participate in the defense of such action on behalf
         of such indemnified party. After notice from the indemnifying party to
         such indemnified party of its election so to assume the defense
         thereof, the indemnifying party shall not be liable to the indemnified
         party pursuant to the provisions of such Sections 7(b) or (c) for any
         legal or other expense subsequently incurred by such indemnified party
         in connection with the defense thereof other than reasonable costs of
         investigation, unless (1) the indemnified party shall have promptly
         employed counsel in accordance with the proviso of the preceding
         sentence, (2) the indemnifying party shall not have employed counsel
         reasonably satisfactory to the indemnified party to represent the
         indemnified party within a reasonable time after the notice of the
         commencement of the action, or (3) the indemnifying party has
         authorized the employment of counsel for

                                          -19-
<PAGE>

                                                                     EXHIBIT 2.2

         the indemnified party at the expense of the indemnifying party. No
         indemnifying party, in the defense of any such claim or litigation,
         shall, except with the consent of each indemnified party (such
         consent not to be unreasonably withheld), consent to entry of any
         judgment or enter into any settlement which does not include as an
         unconditional term thereof the release from all liability in
         respect to such claim or litigation.

                  (e) SOLE REMEDY. This Section 7 is intended to set forth the
         exclusive and entire remedy of Seller and Purchaser against each other
         in respect of any losses that are in the nature of the losses subject
         to indemnification under this Section 7; the limitations on survival
         and commencement of actions in Section 7(a), the limitations on
         Seller's liability through the Cap and the Basket, and the other
         provisions of this Section 7, are intended to apply to all claims,
         actions and losses covered in substance by this Section or related to
         the Bill of Sale, regardless of form, whether based on contract, tort,
         statute or any other theory or basis of liability, and whether of a
         legal, equitable or other nature.

         8.       DISPUTE RESOLUTION.

                  (a) NEGOTIATION. The parties acknowledge and agree that, in
         connection with any and all actions, claims, controversies or disputes
         of any kind (e.g. whether in contract or in tort, statutory or common
         law) ("DISPUTES"), they shall first negotiate in good faith to resolve
         any such Dispute for a minimum period of thirty (30) days following
         receipt by a party of written notification of a Dispute. Any Dispute
         which cannot be resolved by negotiation within such thirty (30) day
         period shall be resolved according to the arbitration procedure set
         forth in Sections 8(b) through 8(k).

                  (b) ARBITRATION. Except as expressly set forth in Section
         8(a), the parties agree that (except as expressly set forth herein) all
         Disputes between them relating, directly or indirectly, to this
         Agreement or the transactions contemplated hereby, whether now existing
         or hereafter arising, are to be resolved by arbitration as provided in
         this Agreement. This agreement to arbitrate will survive the
         termination of this Agreement. All arbitration will be conducted
         pursuant to and in accordance with the following order of priority (1)
         the terms of this Agreement, (2) the Commercial Arbitration Rules of
         the American Arbitration Association, (3) the Federal Arbitration Act
         and (4) to the extent the foregoing are inapplicable, unenforceable or
         invalid, the laws of the State of Texas. The arbitrator used will be
         selected from impartial arbitrators designated by the American
         Arbitration Association who are familiar with the nature of the subject
         matter of the Dispute. Any hearing regarding arbitration will be held
         in Dallas, Texas, or at another location mutually acceptable to Newco
         and Seller. The arbitrator will use his/her best efforts to conduct the
         arbitration hearing no later than three (3) months from the date of the
         arbitrator's appointment and will use best efforts to render a decision
         within four (4) months from such date.

                  (c) SCOPE. Notwithstanding any other provision of this Section
         8 no dispute regarding the ownership of intellectual property will be
         subject to the dispute resolution

                                          -20-
<PAGE>

                                                                     EXHIBIT 2.2

         provisions of this Section 8. Any such Dispute will be resolved by
         negotiation or if the parties are unable to agree, by any court of
         competent jurisdiction.

                  (d) DISCOVERY. Each party may submit in writing to the other
         party, and the other party shall respond to a maximum of any
         combination of thirty-five (35) (none of which may be subparts) of the
         following: interrogatories, demands to produce documents and requests
         for admissions. Each party is also entitled to take the oral deposition
         of no more than five (5) individuals. Additional discovery may be
         permitted upon mutual agreement of the parties. The arbitrator will
         resolve any discovery disputes by such pre-hearing conferences as may
         be needed. All parties agree that the arbitrator will have the power of
         subpoena process as provided by law. Disputes concerning the scope of
         depositions or document production, its reasonableness and enforcement
         of discovery requests will be subject to agreement by the parties or
         will be resolved by the arbitrator. All discovery requests will be
         subject to the proprietary rights and rights of privilege and other
         protections granted by applicable law to the parties and the arbitrator
         will adopt procedures to protect such rights. With respect to any
         Dispute, each party agrees that all discovery activities will be
         expressly limited to matters directly relevant to the Dispute and the
         arbitrator will be required to fully enforce this requirement.

                  (e) COURT PROCEEDINGS. Except for proceedings seeking
         equitable remedies and issues regarding the ownership of intellectual
         property, an arbitration proceeding commenced pursuant to this Section
         8 is a condition precedent to and is a complete defense to the
         commencement of any suit, action or proceeding in any court or before
         any tribunal with respect to any Dispute. Either party may bring an
         action in court to compel arbitration. Any party who fails or refuses
         to submit to binding arbitration following demand by the other party
         shall, if the dispute is within the scope of this Section 8, bear all
         costs and expenses incurred by the opposing party in compelling
         arbitration.

                  (f) RULINGS. The arbitrator is empowered to resolve Disputes
         by summary rulings substantially similar to summary judgments and
         motions to dismiss. The arbitrator will resolve all Disputes in
         accordance with the applicable substantive law. The arbitrator may
         grant any remedy or relief deemed just and equitable and within the
         scope of this Agreement and may also grant such ancillary relief as is
         necessary to make effective any award.

                  (g) FINDINGS OF FACT. The arbitrator will be required to make
         specific, written findings of fact and conclusions of law, and the
         parties will have the right to appeal or seek vacation or modification
         of an award only (1) if that award is based in whole, or in part, upon
         fraud or a failure to follow the procedures set forth in this Section 8
         or (2) to the extent otherwise allowed by applicable law. Subject to
         the foregoing, the determination of the arbitrator shall be binding on
         all parties and shall not be subject to further review or appeal. Any
         judgment upon the award rendered by the arbitrator may be entered in
         any court having jurisdiction thereof. The decision of the arbitrator
         will be enforceable in any court of competent jurisdiction. To the
         extent permitted by applicable

                                            -21-
<PAGE>

                                                                     EXHIBIT 2.2

         law, the arbitrator will have the power to award recovery of all
         costs and fees (including attorneys' fees, administrative fees, and
         arbitrators' fees) to the prevailing party.

                  (h) AUTHORITY. The arbitrator will be limited to interpreting
         the applicable provisions of this Agreement and will not have the
         authority or power to alter, amend, modify, revoke or suspend any
         condition or provision of this Agreement or to create, draft or form a
         new agreement between the parties, or to render an award which, by its
         terms, has the effect of altering or modifying any condition or
         provision of this Agreement. The arbitrator will have the sole
         authority to resolve issues regarding whether Disputes are subject to
         arbitration, including the applicability of any statute of limitations.

                  (i) EQUITABLE REMEDIES. No provision of, nor the exercise of
         any rights under, this Agreement will limit the right of any party,
         during any Dispute, to seek, use, and employ ancillary or provisional
         equitable remedies. Such rights may be exercised at any time except to
         the extent such action is contrary to an award or decision of the
         arbitrator. The pursuit of provisional or ancillary equitable remedies
         will not constitute a waiver of the right of any party, including the
         plaintiff, to submit a Dispute to arbitration, nor render inapplicable
         the compulsory arbitration provisions of this Section 8.

                  (j) SELECTION OF ARBITRATOR. The arbitrator will be chosen by
         mutual agreement of Newco and Seller. If they cannot agree within 30
         days upon the selection of the arbitrator, the arbitrator will be
         selected by the Dallas, Texas office of the American Arbitration
         Association in accordance with its rules and procedures. Subject to the
         provisions of Section 7 and any other indemnification obligation set
         forth in this Agreement, (1) each party will be responsible for
         one-half of the expenses and fees of the arbitrator and (2) each party
         will bear its own attorney's and expert's fees.

                  (k) OTHER ARBITRATION PROVISIONS.

                           (1) All arbitration proceedings will be conducted in
                  the English language and all monetary awards will be
                  denominated in and will be payable in United States Dollars.

                           (2) The statute of limitations applicable to any
                  Dispute shall be tolled upon the initiation of arbitration
                  under this Agreement and shall remain tolled until the
                  arbitration process is completed.

                           (3) Except to the extent necessary to enforce the
                  rights of the parties or as required by law, the parties agree
                  to keep confidential the existence, content and results of any
                  arbitration proceeding conducted pursuant to this Section 8.

                                          -22-
<PAGE>

                                                                     EXHIBIT 2.2

         9.       ADDITIONAL AGREEMENTS.

                  (a)      CONFIDENTIAL INFORMATION. From and after the date
         of this Agreement, neither Seller nor Purchaser shall (and each
         shall take all reasonably necessary steps to ensure that their
         respective officers, directors, employees, agents and other
         representatives do not), without the prior written consent of the
         other party, use, disclose, publish, copy, distribute or furnish to
         any person or entity any list, summary, schedule, description,
         record, document or data storage device, describing, containing, or
         relating to, or any information about, any Confidential Information
         (as defined below) of the other party.

                           (1) As used herein, "CONFIDENTIAL INFORMATION" shall
                  mean, with respect to information owned by Purchaser or Newco,
                  the various trade secrets and other proprietary and
                  confidential information (except as such pertain to the
                  Retained Assets) of the Business which is of a special and
                  unique nature and value relating to such matters as, but not
                  limited to, the Business' prior business operations, financial
                  affairs, programs, software, systems, procedures, Courses,
                  Courseware, manuals, confidential reports and marketing
                  methods which consist of compilations of information, records
                  and specifications that have been assigned to Newco, including
                  without limitation, all contracts, agreements, financial
                  books, records, files, documents, customer and supplier lists,
                  memoranda, data, tapes, letters, research, drawings,
                  specifications, equipment and similar items relating to the
                  Business and included in the Operating Assets. As used herein,
                  "CONFIDENTIAL INFORMATION" shall mean, with respect to
                  information owned by Seller, any non-public information
                  concerning Seller which was obtained by Purchaser in
                  connection with the transactions contemplated by this
                  Agreement, other than information pertaining to the Operating
                  Assets or the acquisition of the Shares.

                           (2) A party's obligations under this Section 9(a)
                  with respect to any portion of the Confidential Information
                  will terminate if such party can document that such
                  Confidential Information was in the public domain as of the
                  date hereof, such Confidential Information entered the public
                  domain subsequent to the date hereof (but prior to the use or
                  public disclosure of such Confidential Information by the
                  disclosing party) through no fault of the disclosing party, or
                  the communication of such Confidential Information is in
                  response to a valid order by a court or other governmental
                  body or was otherwise required by law (but only to the extent
                  of such order or requirement).

                           (3) Either party may disclose the terms of this
                  Agreement to those employees who have a need to know such
                  information.

                  (b)      CONTINUING SUPPORT. For a period of twelve months
         following the Closing Date, Seller shall use its best efforts to
         provide reasonable access to all of Seller's

                                             -23-
<PAGE>

                                                                     EXHIBIT 2.2

         employees, other than the Newco Employees, who provided services to
         the Business or in connection with the Business at any time during
         the eighteen months prior to the Closing Date. Such access shall be
         for the purpose of assisting Purchaser in the integration of Newco
         and the Operating Assets into Purchaser's business. In no event
         will Seller be obligated to provide access to such employees of
         Seller if such access would result in occupation of greater than
         one week of each such employee's time.

                  (c)      EMPLOYEE LIST. On the Closing Date, Seller shall
         provide Purchaser with a list of former employees of Seller who
         provided services to the Business or in connection with the
         Business at any time during the twenty-four months prior to the
         Closing Date. Purchaser and Seller expressly acknowledge and agree
         that Purchaser, Newco or an affiliate thereof may solicit such
         persons for employment, notwithstanding any other agreement between
         the parties.

                  (d)      GOVERNMENTAL FILINGS. Seller and Purchaser shall
         cooperate with respect to, and diligently pursue completion of, all
         filings with or approvals of governmental agencies required in
         connection with the transactions contemplated by this Agreement, if
         any.

                  (e)      FURTHER ASSURANCES. Seller and Purchaser agree
         that, at and after the Closing Date:

                           (1) at the request of Purchaser or Newco, Seller
                  shall execute and deliver such further instruments of transfer
                  and assumption as may be necessary or appropriate, and shall
                  take all commercially reasonable action as may be necessary or
                  appropriate (A) to vest in Newco good and marketable title to
                  the Operating Assets, (B) to transfer to Newco all licenses,
                  agreements and permits necessary for the operation of the
                  Business, (C) to aid and assist Newco in collecting and
                  reducing to possession any or all of the Operating Assets, and
                  (D) to vest in Purchaser good and marketable title to the
                  Shares;

                           (2) each will at any time and from time to time after
                  the Closing Date, upon the request of the other, execute,
                  acknowledge, deliver, and perform, or cause to be executed,
                  acknowledged, delivered, and performed, all such further acts,
                  deeds, assignments, transfers, conveyances, powers of
                  attorney, assumption agreements, and assurances as may
                  reasonably be required in connection with the transactions
                  contemplated by this Agreement; and

                           (3) Seller will use its commercially reasonable
                  efforts to facilitate and secure the transfer of the software
                  licenses described in SECTION 10(aa)(16) from Seller to Newco;
                  provided, however, that in no event will Seller be required to
                  expend its own funds for such purposes.

                                           -24-
<PAGE>

                                                                     EXHIBIT 2.2

                  (f) 401(k) AMOUNTS. The parties hereto acknowledge
         that, subsequent to the Closing Date, the parties may agree to
         transfer the account balances of the Newco Employees in the
         ObjectSpace, Inc. 401(k) Profit Sharing Plan to a
         tax-qualified 401(k) plan sponsored by Purchaser or a
         subsidiary of Purchaser within a reasonable period of time
         after the Closing and in accordance with the Code, upon
         receipt of evidence reasonably satisfactory to each party that
         each such 401(k) plan is tax qualified. From and after the
         date of the transfer of such accounts (the "TRANSFER DATE"),
         Seller shall have no responsibility or liability with respect
         to any claims or liabilities regarding the transferred
         accounts which are attributable to the period following the
         Transfer Date. Purchaser shall indemnify Seller with respect
         to any claims or liabilities associated with the transferred
         accounts which are attributable to the period prior to and
         including the Transfer Date. These indemnities are in addition
         to any other indemnity provided in this Agreement.

         10.      DEFINITION OF CERTAIN TERMS. Capitalized terms used in this
Agreement but not otherwise defined in the text of this Agreement shall have
the respective meanings indicated below for all purposes of this Agreement.
All financial terms used in this Agreement and not otherwise defined shall be
defined in accordance with generally accepted accounting principles. All
references herein to a Section, Article or Schedule are to a Section, Article
or Schedule of or to this Agreement, unless otherwise indicated.

                  (a) ASSUMED LIABILITIES shall mean (1) the obligations of
         Seller assumed by Newco under the Operating Contracts, (2) the
         pro-rated portion of all utility bills for utilities provided to the
         Training Facility after the Closing Date, if any, and (3) the pro-rated
         portion of all personal property taxes levied or assessed against any
         of the Operating Assets for the current tax year as of the Closing
         Date.

                  (b) BENEFIT ARRANGEMENT shall mean any employment, consulting,
         severance or other similar contract, arrangement or policy and each
         plan, arrangement, program, agreement or commitment providing for
         insurance coverage (including without limitation any self-insured
         arrangements), workers' compensation, disability benefits, supplemental
         unemployment benefits, vacation benefits, retirement benefits, life,
         health, disability or accident benefits (including without limitation
         any "voluntary employees' beneficiary association" as defined in
         Section 501(c)(9) of the Code providing for the same or other benefits)
         or for deferred compensation, profit-sharing bonuses, stock options,
         restricted stock, phantom stock, stock appreciation rights, stock
         purchases or other forms of incentive compensation or post-retirement
         insurance, compensation or benefits which (i) is not a Welfare Plan,
         Pension Plan or Multiemployer Plan, (ii) is entered into, maintained,
         contributed to or required to be contributed to, as the case may be, by
         any of Seller or any ERISA Affiliate, and (iii) covers any current or
         former employee, director, or consultant of any of Seller or any ERISA
         Affiliate (with respect to their relationship with such entities).

                                         -25-
<PAGE>

                                                                     EXHIBIT 2.2

                  (c) CAUSE shall mean with respect to each Newco Employee (1)
         acts of fraud or dishonesty in the course of his or her employment with
         or service to Newco or any of its affiliates, (2) substance abuse
         causing harm to Newco or any of its affiliates or impairing the Newco
         Employee's performance of his or her regular duties, (3) conviction of
         a felony involving moral turpitude, (4) insubordination, dereliction of
         duties, habitual absenteeism, materially deficient performance after
         (solely in the case of this clause (4)) notice to the Newco Employee
         and the Newco Employee's failure to correct same within the time period
         specified in the notice, which shall be not less than 10 business days,
         or (5) any event described as "cause" (or in any other term or phrase
         having similar import) in any written employment agreement between the
         Newco Employee and Newco or any affiliate.

                  (d) COBRA shall mean the Consolidated Omnibus Budget
         Reconciliation Act of 1985, as amended, and the Regulations promulgated
         thereunder.

                  (e) CODE shall mean the Internal Revenue Code of 1986, as
         amended and the Regulations promulgated thereunder.

                  (f) CONTRIBUTION DATE shall mean the date on which the
         Operating Assets were contributed by Seller to Newco.

                  (g) COURSES shall mean all training courses owned by Seller in
         existence or under development as of the Contribution Date, including,
         without limitation, the Courses described on SCHEDULE 10(G) hereto;
         provided, however, the term Courses does not include any courses or
         courseware which are described in Section 10(aa)(1).

                  (h) COURSEWARE shall mean all course materials, training
         manuals, course templates, programs, documentation, computer software,
         books, process documentation or other similar courseware owned by
         Seller and related to the Courses.

                  (i) COURT shall mean any court, tribunal, or other judicial or
         arbitral panel of the United States, any foreign country, or any
         domestic or foreign state, and any political subdivision or agency
         thereof.

                  (j) EMPLOYEE PLANS shall mean all Benefit Arrangements,
         Multiemployer Plans, Pension Plans and Welfare Plans.

                  (k) ERISA shall mean the Employee Retirement Income Security
         Act of 1974, as amended and the Regulations promulgated thereunder.

                  (l) ERISA AFFILIATE shall mean any entity which is (or at any
         relevant time was) a member of a "controlled group of corporations"
         with, under "common control" with, or a member of an "affiliated
         service group" with Seller as such terms are defined in Section 414(b),
         (c), (m) or (o) of the Code.

                                         -26-
<PAGE>

                                                                     EXHIBIT 2.2

                  (m)      EXCLUDED LIABILITIES shall mean all liabilities of
         Seller associated with the Business prior to the Contribution Date
         including, without limitation, the following:

                           (1) Any liability or claim with respect to accidents
                  or occurrences arising on or before the Contribution Date.

                           (2) Any claim by a third party for personal injury,
                  injury or damage to property or economic loss, whether
                  sounding in tort, breach of warranty or any other theory of
                  recovery, seeking compensatory, special, exemplary, punitive
                  or consequential damages, or any other relief, relating,
                  directly or indirectly, to an alleged defective or unsuitable
                  product arising on or before the Contribution Date.

                           (3) Any liabilities and obligations to any officer,
                  director or stockholder of Seller or to any person affiliated
                  with an officer, director or stockholder of Seller or to any
                  company affiliated with Seller.

                           (4) Any claims (including severance claims) relating
                  to the termination by Seller of the employment of any of its
                  employees (including any such termination deemed to have
                  occurred upon the transfer of any such employee from Seller to
                  Newco).

                           (5) Any claim made by any employee or former employee
                  of Seller (which claim arises out of such employment) who is
                  not employed on or after the Closing Date by Newco or an
                  affiliate of Newco.

                           (6) The following claims relating to employees or
                  former employees of Seller or Newco:

                                    (i) all liabilities incurred on or prior to
                           the Closing Date (including medical expenses)
                           resulting from workers' compensation claims brought
                           by employees or former employees of Seller, whether
                           or not such employee or former employee is later
                           employed by Newco;

                                    (ii) all liabilities incurred on or prior to
                           the Closing Date to pay hospitalization, medical or
                           dental expenses of employees or former employees of
                           Seller for medical or dental services performed on or
                           prior to the Closing Date (whether or not such
                           employee or former employee is later employed by
                           Newco);

                                    (iii) all liabilities relating to life
                           insurance claims for deaths on or prior to the
                           Closing Date;

                                        -27-
<PAGE>

                                                                     EXHIBIT 2.2

                                    (iv) all liabilities and obligations of
                           Seller existing as of the Closing Date relating to
                           employee compensation (whether or not an employee or
                           former employee is later employed by Newco);

                                    (v) all liabilities resulting from
                           employment-related claims brought by employees or
                           former employees of Seller (whether or not such
                           employee or former employee is later employed by
                           Newco) if such employment-related claims arise from
                           occurrences or omissions transpiring on or prior to
                           the Closing Date, including, without limitation,
                           claims alleging violations of the following: (a)
                           employment discrimination law; (b) labor law; (c)
                           affirmative action, government contract or contract
                           compliance law; (d) occupational safety or health,
                           safe work place or employee right-to-know law; (e)
                           unemployment compensation law; (f) workers'
                           compensation law; (g) laws (including statutory and
                           case law) prohibiting wrongful discharge of
                           employees, whether based on express or implied
                           contracts, public policy, bad faith, tort, illegal
                           retaliation or other theories; (h) laws governing
                           wage and hour matters; (i) immigration law; (j)
                           common law employment-related tort claims, including,
                           without limitation, defamation, invasion of privacy,
                           intentional infliction of emotional distress, fraud
                           and misrepresentation and negligent hiring; (k) plant
                           closing and mass lay-off laws; (l) laws relating to
                           an employee's right to continued coverage under a
                           group health insurance plan; (m) the Labor
                           Agreements; and (n) any employee benefit plan
                           maintained by Seller that is subject to ERISA;

                                    (vi) post-retirement benefits arising out of
                           their employment by Seller on or before the Closing
                           Date; and

                                    (vii) all liabilities of Seller existing as
                           of the Closing Date relating to unemployment
                           compensation taxes.

                           (7) Any unpaid liability for Taxes (as hereinafter
                  defined) incurred prior to the Closing Date, including without
                  limitation the following: any and all liabilities and
                  obligations, direct or indirect, fixed or contingent, for
                  Taxes (i) of Seller or any member of any affiliated group
                  (within the meaning of Section 1504(a) of the Code) or any
                  combined, consolidated or unitary group for state or other tax
                  purposes of which Seller is or has been a member, whenever
                  incurred; (ii) except as expressly set forth herein,
                  attributable to or incurred in connection with the Business or
                  the Operating Assets prior to or on the Closing Date,
                  including, without limitation, any AD VALOREM, real or
                  personal or intangible property, sales or other Taxes which
                  are not due or assessed until after the Closing Date but which
                  are attributable to any period (or portion thereof) ending on
                  the

                                               -28-
<PAGE>

                                                                     EXHIBIT 2.2

                  Closing Date and (iii) attributable to interest, fines,
                  additions to tax or penalties relating to Taxes.

                           (8) Any cause of action or judicial or administrative
                  action, suit, proceeding or investigation relating to periods
                  prior to the Closing Date.

                           (9) Any governmental compliance, enforcement or
                  regulatory action, suit or claim or any claim by any person or
                  entity based upon an actual or alleged failure of Seller to
                  comply on or prior to the Closing Date with, or an actual or
                  alleged violation by Seller on or prior to the Closing Date
                  of, any law, rule, regulation, statute, ordinance, permit,
                  permit requirement, judgment, injunction, order, decree,
                  license or other governmental authorization or approval
                  applicable to Seller or the Operating Assets.

                           (10) Any infringement of the rights of any other
                  person or entity arising out of the use of any of the
                  Operating Assets on or prior to the Closing Date.

                           (11) Any liability under any employee benefit plan
                  maintained or contributed to by Seller or any ERISA Affiliate
                  (as hereinafter defined).

                           (12) Any liabilities with respect to contracts of
                  Seller (other than the operating Contracts) and Excluded
                  Liabilities.

                           (13) Any liabilities or obligations of Seller
                  relating to casualty or liability claims attributable to the
                  period prior to the Contribution Date.

                           (14) Bank overdrafts and other liabilities of Seller
                  to banks for money borrowed.

                           (15) Any accounts payable of Seller.

                           (16) Any liabilities and obligations with respect to
                  Seller's Lease other than as may be contemplated by Section
                  10(a).

                           (17) Any and all other liabilities and/or obligations
                  not specifically included in the Assumed Liabilities.

                  (n)      [Reserved].

                  (o)      INTELLECTUAL PROPERTY shall mean all domestic and
         foreign patents, licenses, registered and unregistered trademarks,
         trade names, service marks, copyrights, proprietary computer software,
         all third-party (or "off-the-shelf") computer programs, software or
         licenses owned and held by Seller on the Contribution Date and used
         primarily in connection with the Business (and applications for any of
         the foregoing),

                                         -29-
<PAGE>

                                                                     EXHIBIT 2.2

         including, without limitation, those items set forth on SCHEDULE 10(o)
         hereto, and all designs, patterns, drawings, technology, technical
         know-how, trade secrets, inventions, processes, formulas, ideas,
         work product, work in process, confidential information and
         other similar intangible assets, owned and held by Seller and used
         primarily in connection with the Business and the intangible assets and
         related limitations, if any, including, without limitation, those items
         set forth on SCHEDULE 10(o) hereto, and the goodwill associated with
         all of the foregoing.

                  (p) KNOWLEDGE shall mean the qualification of a statement made
         in this Agreement by the phrase "to the knowledge of Seller" or a
         similar phrase shall indicate that no information that would give any
         officer or director of Seller actual knowledge of the inaccuracy of
         such statement has come to the attention of any such person, but that
         such persons have not undertaken any independent investigation to
         determine the accuracy of such statement.

                  (q) LANDLORD shall mean CarrAmerica Realty L.P.

                  (r) LAWS shall mean all laws, statutes, ordinances, rulings
         and Regulations of the United States, any foreign country, or any
         domestic or foreign state, and any political subdivision or agency
         thereof, including all decisions of Courts having the effect of law in
         each such jurisdiction.

                  (s) LIENS shall mean any mortgage, liability, pledge,
         hypothecation, right, claim, security interest, encumbrance, lease,
         sublease, license, adverse claim or interest, covenant not to compete,
         voting agreement, voting trust, option, lien, right of first refusal or
         other restrictions or limitations of any nature whatsoever, including
         but not limited to such as may arise under any contracts of Seller or
         Newco.

                  (t) MULTIEMPLOYER PLAN shall mean any "multiemployer plan," as
         defined in Sections 3(37) or 4001(a)(3) of ERISA, which (i) is (or was
         within the six-year period ending on the Closing Date) entered into,
         maintained, administered, contributed to or required to be contributed
         to, as the case may be, by any of Seller or any ERISA Affiliate and
         (ii) covers or covered any employee or former employee of any of Seller
         or any ERISA Affiliate (with respect to their relationship with such
         entities).

                  (u) NEWCO EMPLOYEES shall mean the employees of Newco
         available for duty on the Closing Date.

                  (v) OPERATING ASSETS shall mean all of Seller's rights,
         property and assets of every kind, character and description, whether
         tangible or intangible, whether real, personal or mixed, whether
         accrued, contingent or otherwise which were owned by Seller at the
         Contribution Date and used or held for use primarily in connection with
         the Business prior to the Contribution Date, wherever located and
         whether or not reflected in

                                         -30-
<PAGE>

                                                                     EXHIBIT 2.2

         Seller's books and records, other than the Retained Assets; including,
         without limitation, the following:

                           (1) All machinery, equipment, records, inventories,
                  computer hardware, cabling, data viewers, improvements, tools,
                  fixtures, furniture, furnishings and other personal property,
                  including, without limitation, the material items of personal
                  property listed on SCHEDULE 10(v)(1) hereto, and such
                  additional personal property which was, at the Contribution
                  Date (i) owned by Seller and used or held for use primarily in
                  connection with the Business or subject to leases to which
                  Seller was a lessee, subject (in the case of leases) to
                  obtaining any required consents in connection with the
                  assignment and assumption of any leases or agreements to and
                  by Newco, with respect to or for use in connection with the
                  operation of the Business, and (ii) located in the Training
                  Facility or issued to the Newco Employees.

                           (2) The Courses and Courseware.

                           (3) Except as described in Section 10(aa), all
                  Intellectual Property of Seller related to the Business.

                           (4) All rights of Seller under the Operating
                  Contracts.

                           (5) All deposits, prepaid tuition, or other prepaid
                  items, including without limitation, courseware maintenance
                  fees, relating to training services conducted in the Business
                  which were accepted by Seller prior to the Contribution Date
                  but to be delivered on or subsequent to the Closing Date,
                  including without limitation those items set forth on SCHEDULE
                  10(v)(5) hereto.

                           (6) All customer lists, vendor or supplier lists,
                  prospect lists, database information, documents, records or
                  other information, whether in electronic form or otherwise,
                  owned and held by Seller and relating to existing or planned
                  sales or marketing operations of the Business as of the
                  Contribution Date.

                           (7) All copies of records, computer software and
                  documents, books, work orders, drawings, electronic art,
                  database information, program and process documentation owned
                  by Seller and related to the Business.

                           (8) All of Seller's rights in all government
                  licenses, permits and authorizations (and applications for any
                  of the foregoing) necessary for the operation of the Business,
                  to the extent such are transferable, including but not limited
                  to the licenses, permits and authorizations listed on SCHEDULE
                  10(v)(8) hereto.

                                              -31-
<PAGE>

                                                                     EXHIBIT 2.2

                           (9) Except for those software licenses or customized
                  software included in the Retained Assets, all of Seller's
                  rights in all software licenses or customized software which
                  are used directly for Seller's training logistics support
                  conducted in the Business, including, but not limited to, the
                  licenses or customized software listed on SCHEDULE 10(v)(9)
                  hereto.

                           (10) All marketing or advertising brochures,
                  pamphlets, documentation or other tangible material owned by
                  Seller and used in connection with the Business.

                           (11) All content and computer source code relating to
                  the Business which is incorporated into Seller's website.

                           (12) All rights of Seller in and to any Courseware
                  maintenance fees.

                           (13) All other property, assets, claims, rights and
                  entitlements of any kind, character and description
                  whatsoever, to the extent such are transferable, which were
                  owned by Seller on the Contribution Date and used, or
                  primarily used or held for use, in connection with the
                  Business or necessary for the continuation of the Business.

                  (w)      OPERATING CONTRACTS shall mean (1) all contracts to
         provide training services conducted in the Business entered into by
         Seller in the ordinary course of business prior to the Contribution
         Date which had not been performed prior to the Contribution Date; and
         (2) the contracts set forth on SCHEDULE 10(w) hereto.

                  (x)      PBGC shall mean the Pension Benefit Guaranty
         Corporation.

                  (y)      PENSION PLAN shall mean any "employee pension benefit
         plan" as defined in Section 3(2) of ERISA (other than a Multiemployer
         Plan) which (i) is (or was within the six-year period ending on the
         Closing Date) entered into, maintained, administered, contributed to or
         required to be contributed to, as the case may be, by any of Seller or
         any ERISA Affiliate and (ii) which covers or covered any current or
         former employee, director, or consultant of any of Seller or any ERISA
         Affiliate (with respect to their relationship with such entities).

                  (z)      REGULATION shall mean any rule or regulation of any
         governmental authority having the effect of law.

                  (aa)     RETAINED ASSETS shall mean all of Seller's right,
         title and interest in and to the following:

                           (1) Seller's training courses and all course
                  materials, training manuals, course templates, programs,
                  documentation, computer software, books, process

                                             -32-
<PAGE>

                                                                     EXHIBIT 2.2

                  documentation or other similar courseware which are solely
                  related to Seller's Voyager and Catalyst families of products,
                  as more particularly described on SCHEDULE 10(aa)(1) hereto,
                  or with current or future products of Seller, and all rights,
                  title and interest in and thereto, including all associated
                  intellectual property rights.

                           (2) Any employee benefit plan (within the meaning of
                  Section 3(3) of ERISA) with respect to which Seller or any
                  entity which, together with Seller, would be deemed a "single
                  employer" (within the meaning of Sections 414(b), (c), (m) or
                  (o) of the Code, is a plan sponsor or would otherwise have any
                  potential liability.

                           (3) Any of Seller's causes of action, judgments,
                  claims and demands of whatever nature, except those related to
                  the Operating Assets and the Assumed Liabilities.

                           (4) All financial records of Seller relating to the
                  Business, including Seller's general ledger and related items,
                  tax returns and related work papers, other than those
                  described under Section 10(v)(7) above.

                           (5) All of Seller's cash (including cash received
                  after the Contribution Date for services relating to the
                  Business performed on or before the Contribution Date) and
                  cash equivalents, including all deposits and other prepaid
                  items not described in Section 10(v)(5) above.

                           (6) All of Seller's personnel records and other
                  records related to the Business that Seller is required by law
                  to retain in its possession and all of Seller's invoices,
                  expense reports and purchase orders related to the Business.

                           (7) All of Seller's claims for refunds of Taxes and
                  other governmental charges of whatever nature relating to
                  periods prior to the Contribution Date.

                           (8) All of Seller's general office equipment,
                  furniture and furnishings, unless located at the Training
                  Facility, except for the personal computers used by the Newco
                  Employees.

                           (9) Seller's telephone system and telephone
                  equipment.

                           (10) Seller's enterprise-wide licensed software,
                  other than the licensed software located on the personal
                  computers used by the Newco Employees, which is set forth on
                  SCHEDULE 10(aa)(10) hereto.

                           (11) All of Seller's rights in insurance policies and
                  insurance claims.

                                             -33-
<PAGE>

                                                                     EXHIBIT 2.2

                           (12) Copies of the Courses and Courseware for
                  Seller's internal use as permitted by Section 6(a)(1). Such
                  use of the Courses and Courseware is limited to a level which,
                  as a result of a merger, acquisition, consolidation or similar
                  transaction, does not materially increase the level of use
                  contemplated as of the Contribution Date.

                           (13) All trademarks, trade names, service marks and
                  other intellectual property relating to the name "ObjectSpace"
                  and "Voyager."

                           (14) All of Seller's rights with respect to that
                  certain Consulting Agreement dated October 11, 1995 between
                  Seller and Ernst & Young.

                           (15) Seller's rights under its export license.

                           (16) The software licenses of Seller in and to the
                  IBM Visual Age for Java 2.0, Iona's Orbix Web 3.0 Pro and
                  Imprise Visibroker for Java 3.1 computer programs.

                  (ab)     TAXES shall mean any and all taxes, duties, premiums,
         imposts, charges, fees, levies, excises, deductions, withholdings or
         other like assessments (and all related interest, fines, additions to
         tax and penalties), including, without limitation, those levied on, or
         measured by, or referred to as income, transfer, gains, gross receipts,
         profits, capital, excise, inventory, property (real, personal or
         intangible), land transfer, value-added, goods and services, sales,
         use, license, withholding, payroll, health, employment, stamp,
         business, capital stock, franchise, social services, education and
         social security taxes, all surtaxes, all customs duties and import and
         export taxes, all license, franchise and registration fees and all
         unemployment insurance, health insurance and other government pension
         plan premiums, imposed by the United States or any state, local or
         foreign government or subdivision or agency thereof, whether computed
         on a consolidated, unitary, combined or any other basis.

                  (ac)     TAX RETURNS shall mean any and all reports, returns
         or other information filed with or required to be supplied to a taxing
         authority in connection with Taxes.

                  (ad)     TRAINING FACILITY shall mean the training facility
         located at 14901 Quorum Drive, Suite 100, Dallas, Texas.

                  (ae)     SELLER'S LEASE shall mean the lease agreement between
         CarrAmerica Realty L.P., as landlord, and Seller, as tenant, dated
         April 1997, relating to the office building located at 14901 Quorum
         Drive, Dallas, Texas.

                  (af)     VALTECH TECHNOLOGIES shall mean Valtech Technologies,
         Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser.

                                         -34-
<PAGE>

                                                                     EXHIBIT 2.2

                  (ag)     WELFARE PLAN" shall mean any "employee welfare
         benefit plan" as defined in Section 3(1) of ERISA, which (i) is (or
         was within the six-year period ending on the Closing Date) entered
         into, maintained, administered, contributed to or required to be
         contributed to, as the case may be, by any of Seller or any ERISA
         Affiliate and (ii) which covers or covered any current or former
         employee, director, or consultant of any of Seller or any ERISA
         Affiliate (with respect to their relationship with such entities).

         11.      MISCELLANEOUS.

                  (ag)     FURTHER ASSURANCES. Upon reasonable request, from
         time to time, each party agrees that it shall (or, if applicable, shall
         direct its employees to) execute and deliver all documents, make all
         rightful oaths, testify in any proceedings and do all other acts which
         may be necessary or desirable in the reasonable opinion of the other
         party to protect or record the right or title of Newco to the Operating
         Assets or to aid in the prosecution or defense of any rights arising
         therefrom, all without further consideration other than reimbursement
         for reasonable out-of-pocket expenses.

                  (ag)     AMENDMENTS AND WAIVER. This Agreement may be amended
         only by an agreement in writing by the parties hereto. The failure of
         any party to insist, in any one or more instances, upon performance of
         any of the terms and conditions of this Agreement shall not be
         construed as a waiver or relinquishment of any rights granted hereunder
         or of the future performance of any such term, covenant or condition.
         If any provision, clause or part of this Agreement, or the application
         thereof under certain circumstances, is held invalid, the remainder of
         this Agreement, or the application of each provision, clause or part
         under other circumstances, shall not be affected thereby.

                  (ag)     GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND
         INTERPRETED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF
         TEXAS, WITHOUT GIVING EFFECT TO CHOICE OF LAW PRINCIPLES. TO THE
         MAXIMUM EXTENT PRACTICABLE, THIS AGREEMENT IS PERFORMABLE IN DALLAS
         COUNTY, TEXAS.

                  (ag)     NOTICES. Any notice to be given hereunder shall be
         deemed given and sufficient if either (1) delivered by hand messenger
         or (2) mailed via an overnight "express mail" service with a telecopy
         being sent within two days of such "express mail" notice, in the case
         of Purchaser, to:

                                    Valtech S.A.
                                    c/o Valtech Technologies, Inc.
                                    5080 Spectrum Drive
                                    Suite 1010 West
                                    Addison, Texas 75001
                                    Attention:  Frank Rodorigo
                                    Fax:  (972) 789-1340

                                        -35-
<PAGE>

                                                                     EXHIBIT 2.2

                  with a copy to:

                              Winstead Sechrest & Minick P.C.
                              1201 Elm Street
                              5400 Renaissance Tower
                              Dallas, Texas  75270
                              Attention: Christopher D. Williams, Esq.
                              Fax:  (214) 745-5390

                  or in the case of Seller to:

                              ObjectSpace, Inc.
                              14850 Quorum Drive
                              Suite 500
                              Dallas, Texas  75240
                              Attention: David Norris, Chief Executive Officer
                              Fax: (972) 726-4200

                  with a copy to:

                              Haynes and Boone, LLP
                              901 Main Street, Suite 3100
                              Dallas, Texas  75202-3789
                              Attention:  Gregory R. Samuel, Esq.
                              Fax: (214) 651-5940

         Each party may designate by notice in writing a new address to which
         any notice, claim, instruction or communication may thereafter be so
         given, served or sent.

                  (ag) BENEFIT. This Agreement shall be binding upon and inure
         to the benefit of and shall be enforceable by Purchaser and Seller and
         their respective successors and permitted assigns. This Agreement may
         not be assigned without the written consent of the other party or
         parties hereto, except that Purchaser may assign this Agreement to an
         affiliate of Purchaser upon written notice to Seller but any such
         assignment shall not release Purchaser from its obligations hereunder.

                  (ag) ENTIRE AGREEMENT. This Agreement, including the schedules
         and exhibits attached hereto, constitutes the entire agreement and
         understanding among Purchaser and Seller with respect to the purchase
         and sale of the Shares and the other transactions contemplated by this
         Agreement and supercedes any prior understandings or written or oral
         agreements, including the Letter of Intent dated July 9, 1999 between
         Valtech Technologies and Seller, between the parties or their
         affiliates with respect to the subject matter of this Agreement.

                                       -36-
<PAGE>

                                                                     EXHIBIT 2.2

                  (ag) BROKERS. Purchaser and Seller represent and warrant to
         each other that there are no brokerage or finder's fees in connection
         with the transactions contemplated hereby resulting from any actions
         taken by them and they hereby indemnify, save and hold each other
         harmless from and against any claims by any broker or finder for a fee
         or expense which is based in any way on an agreement, arrangement or
         understanding made or alleged to have been made by them relating to the
         transactions contemplated hereby.

                  (ag) DISCLOSURE SCHEDULE. Disclosure of any fact or item in
         any Schedule hereto referenced by a particular paragraph or section in
         this Agreement shall, should the existence of the fact or item or its
         contents be relevant to any other paragraph or section, be deemed to be
         disclosed with respect to that other paragraph or section whether or
         not an explicit cross-reference appears.

                  (ag) COUNTERPARTS. This Agreement may be executed in multiple
         counterparts, each of which will be deemed to be an original and all of
         which will be deemed to be a single agreement.



        [The remainder of this page has intentionally been left blank.]





                                           -37-
<PAGE>

                                                                     EXHIBIT 2.2

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day, month and year first above written.

                                           VALTECH S.A.

                                           By:    /s/ FRANK RODORIGO
                                                  -----------------------------
                                                  Name:   Frank Rodorigo
                                                          ---------------------
                                                  Title:  President
                                                          ---------------------


                                           OBJECTSPACE, INC.

                                           By:    /s/ DAVID NORRIS
                                                  -----------------------------
                                                  Name:   David Norris
                                                          ---------------------
                                                  Title:  President
                                                          ---------------------







                                            -38-

<PAGE>

                                                                     EXHIBIT 2.2

                INDEX OF OMITTED SCHEDULES: A COPY OF ANY OMITTED
                 SCHEDULE MAY BE FURNISHED SUPPLEMENTALLY TO THE
                SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.

3(a)(i)       NEWCO EMPLOYEES.

                  The schedule provides the names of Newco Employees.

3(a)(ii)      TERMS AND CONDITIONS OF EMPLOYMENT.

                  The parties entered into consulting services agreements
              relating to specific training courses.

4(b)          PERMITTED ENCUMBRANCES.

                  The schedule lists the licenses of particular software.

4(i)          INTELLECTUAL PROPERTY RIGHTS.

                  These include specific trademarks, names, and logos.

4(j)          CONTRACTS, LEASES, COMMITMENTS AND AGREEMENTS.

                  These cover programming courses and licenses to sell
              specific programming courses.

4(l)          MAJOR SUPPLIERS AND CUSTOMERS.

                  The schedule provides the contact information for major
              suppliers and customers.

4(m)          FINANCIAL STATEMENTS.

                  Financial statements for the periods ending December 31,
              1998 and July 31, 1999 relate to the training courses.

4(o)(9)       OBJECTSPACE EMPLOYEE PLANS.

                  Benefit plans include health, dental, vision, life,
              disability and 401K.

4(q)          LICENSES.

                  ObjectSpace grants specific software licenses to Newco.

10(g)         COURSES.

                  The schedule provides the course titles and duration.

10(v)(1)      INTELLECTUAL PROPERTY.

                  The schedule identifies specific software licenses.

10(v)(5)      PERSONAL PROPERTY.

                  A chart describes each item and its location.

<PAGE>

                                                                     EXHIBIT 2.2

10(v)(8)      PREPAID ASSETS.

                  These include prepaid tuition for training courses.

10(v)(9)      LOGISTICS SUPPORT SYSTEM.

                  The schedule names the Educational Services Access Database
              System.

10(w)         CONTRACTS.

                  These include programming courses and licenses to sell
              specific programming courses.

10(aa)(1)     VOYAGER AND CATALYST PRODUCT LINES.

                  The schedule summarizes the product information for both
              product lines.

10(aa)(10)    ENTERPRISE-WIDE LICENSED SOFTWARE.

                  The schedule identifies specific software.