EXHIBIT 10.42

                          SECURITIES PURCHASE AGREEMENT


         THIS  AGREEMENT,  effective as of the 21st day of March,  1997,  by and
between Law Companies Group,  Inc., a Georgia  corporation (the "Company"),  and
Virgil  R.  Williams  and James M.  Williams,  each a  resident  of the State of
Georgia (jointly and severally, "Buyer").


                                                W I T N E S S E T H:

         WHEREAS,  the authorized  capital stock of the Company,  as of the date
hereof,  consists of 10,000,000 shares of Common Stock ("Common Stock") of which
1,894,828.853  shares are issued and outstanding and 5,000,000 shares of Class A
Common Stock ("Class A Common") none of which is issued or outstanding.

         WHEREAS,  immediately  prior to the  consummation  of the  transactions
contemplated  herein, the Company's  articles of incorporation  shall be amended
and  restated  as set forth in the form of Restated  Articles  of  Incorporation
attached as Exhibit A hereto (the "Restated Articles") which will eliminate from
the  Company's  authorized  capital  stock  all  shares  of Class A  Common  and
authorize a new class of stock  consisting  of  2,500,000  shares of  Cumulative
Convertible Redeemable Preferred Stock ("Preferred Stock"). 10,000,000 shares of
Common Stock will remain authorized under the Restated Articles.

         WHEREAS, upon and subject to the terms and conditions contained herein,
the Company desires to sell to Buyer, and Buyer desires to buy from the Company,
certain securities of the Company as more particularly described below.

         NOW, THEREFORE,  in consideration of the mutual benefits to each party,
it is hereby agreed as follows:


                                    ARTICLE I

                         PURCHASE AND SALE OF SECURITIES

         I.1 Purchase and Sale of the Securities.  Buyer shall purchase from the
Company, and the Company shall sell,  transfer,  assign and deliver to Buyer, at
the Closing, the following securities:



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                                                         4        S2-321383.14
                  (a) The number of shares of  Preferred  Stock (the  "Preferred
         Shares")  hereafter  specified,  together  with warrants to purchase an
         equal  number of shares  of  Common  Stock,  the terms of which are set
         forth  in the  form of  Warrant  attached  as  Exhibit  B  hereto  (the
         "Warrants").  The number of shares of  Preferred  Stock to be purchased
         hereunder  shall be equal to one-half of the shares of Common Stock and
         Common Stock  Equivalents  issued and  outstanding  at the Closing (the
         "Outstanding Shares"). The number of Outstanding Shares may change from
         the date  hereof  until the  Closing  only as a result  of the  Company
         taking action  required  pursuant to a contract to which it is a party,
         or as may be otherwise approved by Buyer.

                  (b) options to purchase up to 900,000  shares of Common  Stock
         (the  "Independent  Options"),  the terms of which are set forth in the
         form of Stock  Option  Agreement  attached  as  Exhibit  C hereto  (the
         "Independent Options Agreement").

                  (c) options to purchase additional shares of Common Stock (the
         "Plan  Options").  The Plan  Options  shall be granted  pursuant  to an
         agreement  the form of which is attached as Exhibit D (the "Plan Option
         Agreement").

         I.2 Transfer of Securities.  At the Closing,  the Company shall deliver
to Buyer (a) a certificate or certificates  evidencing the Preferred Shares, (b)
the  Warrants,  (c) the  Independent  Options  Agreement and (d) the Plan Option
Agreement.

         I.3 Purchase  Price.  The aggregate  purchase  price for the Securities
shall equal Ten Million  Dollars  ($10,000,000)  (the "Purchase  Price"),  which
shall  be paid by  Buyer to the  Company  at the  Closing  by wire  transfer  of
immediately  available funds to an account designated in writing by the Company,
and allocated among the Securities as shown on Exhibit "E".

         I.4 Closing.  Subject to the  satisfaction  or waiver of the conditions
set forth herein,  the  consummation  of the purchase and sale of the Securities
(the  "Closing")  shall take place at 10:00 a.m. on June 26, 1997 in the offices
of Long Aldridge  Norman LLP, One Peachtree  Center,  Suite 5300,  303 Peachtree
Street,  N.E., Atlanta,  Georgia 30308, or on such other date at such other time
and place as the parties shall agree (the "Closing Date").


                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to Buyer as follows:



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         II.1  Authorized and  Outstanding  Stock.  On the date hereof,  (a) the
authorized capital stock of the Company and the number of issued and outstanding
shares thereof, and (b) all subscriptions,  options,  preemptive rights,  calls,
commitments,  synthetic  stock,  and  agreements  and  rights  of any  character
requiring  the Company or any  Subsidiary,  to issue or entitling  any person or
entity to acquire any  additional  shares of capital  stock or any other  equity
security of the Company or any Subsidiary,  including any right of conversion or
exchange under any outstanding  security or other  instrument,  are set forth in
Section 2.01 of the disclosure letter executed and delivered by both the Company
and Buyer prior to or  contemporaneously  with the  execution of this  Agreement
(the "Disclosure Letter").  All of such issued and outstanding shares of capital
stock of the Company are validly issued, fully paid and nonassessable. There are
no shares of capital  stock held in the treasury of the  Company.  Except as set
forth in Section 2.01 of the Disclosure Letter, there is not outstanding, nor is
the Company bound by, any subscriptions,  options,  preemptive rights, warrants,
calls,  commitments,  synthetic  stock, or agreements or rights of any character
requiring  the Company or any  Subsidiary,  to issue or entitling  any person or
entity to acquire any  additional  shares of capital  stock or any other  equity
security of the Company or any Subsidiary,  including any right of conversion or
exchange under any  outstanding  security or other  instrument,  and neither the
Company nor any  Subsidiary  is obligated to issue or transfer any shares of its
capital stock for any purpose,  and such Section 2.01 sets forth a brief summary
of the basic terms of any such items. Except as set forth in Section 2.01 of the
Disclosure  Letter,  there are no outstanding  obligations of the Company or any
Subsidiary to repurchase,  redeem or otherwise acquire any outstanding shares of
capital stock of the Company or any Subsidiary.

         II.2 Corporate Status of Company;  Status of Subsidiaries.  The Company
and each  Subsidiary  that is a corporation is duly  organized,  existing and in
good  standing  under  the  laws  of  the   jurisdictions  of  their  respective
incorporation and have the corporate power and authority to own their respective
property and assets and to transact the  businesses  in which they  respectively
are engaged or presently  propose to engage and are duly  qualified  and in good
standing as foreign corporations in the Foreign Corporation States and any other
state or country where  failure to be so qualified  and in good  standing  could
have a Material Adverse Effect. Each Subsidiary that is a partnership or limited
liability company is duly  constituted,  existing and in good standing under the
laws of the  jurisdiction  of its  constitution  and has  all  requisite  power,
authority  and legal right to own its  property  and assets and to transact  the
businesses  in which it is engaged or  presently  proposes to engage and is duly
qualified and in good standing as a foreign  partnership  wherever failure to be
so qualified  and in good standing  could have a Material  Adverse  Effect.  The
Company  and each of its  Subsidiaries  have the power to own  their  respective
properties and to carry on their respective businesses as now being conducted.



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         II.3 Corporate Power and Authority. The Company has the corporate power
and has taken all necessary corporate action (except for obtaining the necessary
approval  of the  shareholders  of the  Company)  to  authorize  it, to execute,
deliver and carry out the terms and provisions of and to perform its obligations
under this Agreement,  the Warrants, the Independent Options Agreement, the Plan
Option Agreement,  the Preferred Shareholder Agreement,  the Registration Rights
Agreement,  and the other  Transaction  Documents  to which it is a party.  This
Agreement,  the Warrants,  the Independent  Options  Agreement,  the Plan Option
Agreement,   the  Preferred  Shareholder  Agreement,   the  Registration  Rights
Agreement,  and the other Transaction  Documents to which the Company is a party
have been or will be duly authorized,  executed and delivered by the Company and
constitute  or will when executed and  delivered by the Company  constitute  the
legal,  valid and binding  obligations of the Company  enforceable in accordance
with  their  terms,  except as the  enforceability  thereof  may be  limited  by
Bankruptcy Law and by general principles of equity.

         II.4 Compliance with other Instruments.  Neither the Company nor any of
its  Subsidiaries  is in default  under any material  agreement to which it is a
party,  and except as set forth in Section 2.04 of the  Disclosure  Letter,  the
execution,  delivery  and  performance  by the  Company of this  Agreement,  the
Warrants,  the Independent  Options  Agreement,  the Plan Option Agreement,  the
Preferred  Shareholder  Agreement,  the Registration  Rights Agreement,  and the
other  Transaction  Documents  to which  the  Company  is a party,  (a) will not
contravene  any  provision of  Applicable  Law, (b) will not conflict with or be
inconsistent  with or  result  in any  breach  of any of the  terms,  covenants,
conditions or provisions  of, or  constitute a default  under,  or result in the
creation  or  imposition  of any Lien upon any of the  property or assets of the
Company or any of its  Subsidiaries  pursuant  to the terms of,  any  indenture,
mortgage,  deed to secure debt,  deed of trust,  or other material  agreement or
instrument to which the Company or any of its  Subsidiaries is a signatory or by
which  it is  bound or to which  it may be  subject,  (c) will not  violate  any
provision of the articles of incorporation (or equivalent thereof) or bylaws (or
equivalent thereof) of the Company or any corporate Subsidiary of the Company or
the certificate of partnership or other document  governing the  constitution or
conduct of affairs of any  Subsidiary of the Company that is not a  corporation,
(d) will not require any  Governmental  Approval  and (e) will not result in the
creation  of any Lien  upon the  assets or  properties  of the  Company  and its
Subsidiaries.  Neither the Company nor any of its Subsidiaries is a party to, or
otherwise  subject to any  provision  contained  in, any  instrument  evidencing
Indebtedness of the Company or any of its Subsidiaries,  any agreement  relating
thereto or any other  contract or agreement  (including  its Restated  Articles)
which limits the amount of, or otherwise  imposes  restrictions on the incurring
of  Indebtedness or contains  dividend or redemption  limitations on the capital
stock of the Company, except for restrictions contained in the agreements listed
in Section 2.04 of the Disclosure Letter.

         II.5 Litigation.  Except as set forth in Section 2.05 of the Disclosure
Letter, there are no actions,  suits,  investigations or proceedings pending or,
to the knowledge of the Company or any of its Subsidiaries,  threatened  against
or affecting the Company or any of its  Subsidiaries or any of their  properties
or rights by or before any court,  arbitrator or  administrative or governmental
body in which the amount claimed or the Company's or such Subsidiary's potential
liability  exceeds $500,000 per claim or $1,000,000 in the aggregate (but in the
same proceeding) for the Company and its Subsidiaries, taken as a whole.



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         II.6  Financial   Statements.   The  audited   consolidated   financial
statements of the Company and its Subsidiaries  dated December 31, 1995, and the
related  consolidated   statements  of  income  (including  supporting  footnote
disclosures),  with opinion of Ernst & Young, Certified Public Accountants,  and
the  unaudited   consolidated  financial  statements  of  the  Company  and  its
Subsidiaries dated December 31, 1996, and the related consolidated statements of
income (including supporting footnote disclosures),  all heretofore furnished to
Buyer, are all true and correct in all material  respects and present fairly the
consolidated  financial  condition at the date of said financial  statements and
the  results of  operations  for the fiscal  year then ending of the Company and
said  Subsidiaries,  and the unaudited income statement for the one-month period
ending  January 31, 1997  furnished  to Buyer was  prepared in  accordance  with
regular internal  procedures of the Company and its Subsidiaries.  The unaudited
summary  monthly  statements  of the Company for each month of its fiscal  years
1995 and 1996,  true and correct  copies of which have been  delivered to Buyer,
are a summary of the Company's  regular  monthly  internal  statements  and were
prepared on a consistent  basis in the ordinary course of business.  The Audited
Consolidated  Financial  Statements of the Company and its  Subsidiaries,  dated
December 31, 1996, and the related consolidated  statements of income (including
supporting footnote disclosures), with the unqualified opinion of Ernst & Young,
Certified Public Accountants (the "FY 1996 Statements"), will, when presented in
final form to Buyer,  be true and correct in all  material  respects and present
fairly the  consolidated  financial  condition  as of December  31, 1996 and the
results of  operations  for the fiscal  year then ended of the  Company and said
Subsidiaries.  Neither the Company nor any of its  Subsidiaries  had (and,  with
respect to the FY 1996  Statements,  will have) as of such date any  significant
liabilities,  contingent or otherwise,  including  liabilities  for Taxes or any
unusual forward or long-term commitments which were not disclosed by or reserved
against in the financial  statements  referred to above or in the notes thereto,
and at the date hereof there are no material  unrealized or  anticipated  losses
from any unfavorable commitments of the Company or any of its Subsidiaries.  All
such  financial  statements  have  been  (and,  with  respect  to  the  FY  1996
Statements,  will be) prepared in accordance with generally accepted  accounting
principles applied on a consistent basis throughout the periods involved.  Since
December  31, 1996,  there has been no change  which has had a Material  Adverse
Effect.  The forecasts of the Company  (covering the Company's  1997 fiscal year
through its 2000 fiscal year), which were provided to Buyer in December 1996 are
the same as those  forecasts  provided  by the Company to the  Company's  senior
lenders in December 1996.

         II.7  Consents  and  Governmental  Approvals.  Except  as set  forth in
Section  2.07  of  Disclosure  Letter,  no  Governmental  Approval  or  consent,
permission,  approval or  authorization  of any  non-governmental  authority  or
Person is  required  to  authorize,  or is  required  in  connection  with,  the
execution, delivery, performance or enforcement of this Agreement, the Warrants,
the Independent  Options  Agreement,  the Plan Option  Agreement,  the Preferred
Shareholder  Agreement,   the  Registration  Rights  Agreement,   or  any  other
Transaction Documents.

         II.8     Title to Properties.



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                    (a) Each of the  Company and its  Subsidiaries  has (i) good
         and  marketable  fee simple  title to its  respective  real  properties
         (other than real properties it leases from others), including such real
         properties reflected in the financial statements referred to in Section
         2.06,  subject to no Lien of any kind except Liens described in Section
         2.08 of the Disclosure  Letter, and (ii) good title to all of its other
         respective  properties  and assets  (other than  properties  and assets
         which it leases from others), including the other properties and assets
         reflected  in the  financial  statements  referred to in Section  2.06,
         subject to no Lien of any kind except  Liens  described in Section 2.08
         of the Disclosure Letter.

                   (b)  Except as set forth in  Section  2.08 of the  Disclosure
         Letter,  (i) each of the Company and its  Subsidiaries  enjoys peaceful
         and undisturbed possession under all leases necessary for the operation
         of its  respective  properties  and assets,  none of which contains any
         unusual or burdensome  provisions that would adversely affect or impair
         the operation of such  properties  and assets,  and all such leases are
         valid and subsisting and in full force and effect, and (ii) neither the
         Company nor any of its  Subsidiaries  is in default  under the terms of
         any material lease of real property.

         II.9  Taxes.  Except as set  forth in  Section  2.09 of the  Disclosure
Letter, each of the Company and its Subsidiaries has filed or caused to be filed
all  declarations,  reports and tax returns  including  all  federal,  state and
foreign income tax returns which it is required by law to file, and has paid all
Taxes  which  are  shown as being  due and  payable  on such  returns  or on any
assessments made against it or any of its properties.  The accruals and reserves
on the  books of the  Company  and its  Subsidiaries  in  respect  of Taxes  are
adequate  for all  periods.  Except as set forth on Section  2.09,  neither  the
Company nor any of its Subsidiaries has any knowledge of any unpaid  adjustment,
assessment or any penalties or interest of significance,  or any basis therefor,
by any taxing  authority  for any period,  except those being  contested in good
faith and by appropriate  proceedings  which effectively stay the enforcement of
any Lien and the attachment of a penalty.

         II.10 ERISA.  Except as  disclosed  in Section  2.10 of the  Disclosure
Letter:

                  (a)  Identification  of Plans. (i) Neither the Company nor any
         ERISA  Affiliate  maintains or  contributes  to, or has  maintained  or
         contributed  to, any Plan that is an ERISA Plan,  and (ii)  neither the
         Company nor any of its Subsidiaries maintains or contributes to, or has
         maintained   or   contributed   to,  any  Plan  that  is  an  Executive
         Arrangement.

                  (b) Compliance. Each Plan has at all times been maintained, by
         its terms and in operation,  in accordance  with all  Applicable  Laws,
         except such noncompliance  (when taken as a whole) that will not have a
         Material Adverse Effect.  There are no disclosures  which are presently
         required to be made under generally accepted  accounting  principles or
         by the PBGC which the Company has not made and which  relate to matters
         which could have a Material Advance Effect.

                  (c)   Liabilities.   Neither   the  Company  nor  any  of  its
         Subsidiaries is currently nor has in the last 6 years been obligated to
         make  contributions  (directly or indirectly) to a Multiemployer  Plan,
         nor is it  currently  nor  will  it  become  subject  to any  liability
         (including  withdrawal  liability),  tax  or  penalty  whatsoever  to a
         Multiemployer  Plan or any Person  whomsoever  with respect to any Plan
         including,  but not limited to, any tax,  penalty or liability  arising
         under  Title I or Title IV or ERISA or Chapter  43 of the Code,  except
         such  liabilities  (when  taken as a whole) as will not have a Material
         Adverse Effect.


<PAGE>



                  (d)  Funding.  The Company and each ERISA  Affiliate  has made
         full and timely  payment of all amounts (i) required to be  contributed
         under the terms of each Plan and Applicable Law and (ii) required to be
         paid as  expenses  of each Plan.  No Plan has an  "amount  of  unfunded
         benefit liabilities" (as defined in Section 4001(a)(18) of ERISA).

                  (e)   Benefits  For   Non-Employees.   No  Plan  or  Executive
         Arrangement in any way provides for any benefits of any kind whatsoever
         (other than under the "continuation  coverage"  requirements of Section
         4980B of the Code and Section 601 of ERISA, the Federal Social Security
         Act, or any ERISA Plan  qualified  under Section 401(a) of the Code) to
         any Person who, at the time the  benefit is to be  provided,  is not an
         employee of the Company or an ERISA  Affiliate (or a beneficiary of any
         employee),  nor  have any  representations,  agreements,  covenants  or
         commitments been made by the Company to provide any such benefit.

         II.11    [INTENTIONALLY OMITTED].

         II.12  Subsidiaries.  Section 2.12 of the Disclosure  Letter  correctly
sets forth the name of each Subsidiary of the Company,  the jurisdiction of such
Subsidiary's  incorporation  or organization and the ownership of all issued and
outstanding  capital  stock  or  other  equity  of  such  Subsidiary.   All  the
outstanding  shares of the capital stock or other equity of each such Subsidiary
have been  validly  issued  and are fully  paid and  nonassessable  and all such
outstanding  shares  or other  equity,  except as noted in  Section  2.12 of the
Disclosure  Letter,  are owned of record and  beneficially  by the  Company or a
wholly-owned Subsidiary of the Company free of any Lien or claim.  Law/Crandall,
Inc. has merged with and into Law Engineering,  Inc., which subsequently  merged
with and into Law Engineering and Environmental, Inc. Neither Law/Crandall, Inc.
nor Law Engineering, Inc. now exist.

         II.13 Outstanding Indebtedness.  Except as set forth in Section 2.13 of
the Disclosure  Letter,  neither the Company nor any of its  Subsidiaries,  on a
consolidated  basis, has outstanding any  Indebtedness.  There exists no default
under the provisions of any instrument  evidencing or securing  Indebtedness  of
the Company or any of its  Subsidiaries or of any agreement  otherwise  relating
thereto which has had or would reasonably be expected to have a Material Adverse
Effect.  Section  2.13 of the  Disclosure  Letter  also sets forth a list of all
promissory  notes payable to the Company by, and all promissory notes payable by
the  Company  to,  any  employees  or former  employees  of the  Company  or any
Subsidiary.  The  existence  of such  notes  does not  violate  the terms of any
agreements between the Company and its senior lenders.

         II.14    Pollution and Other Regulations.



<PAGE>


                  (a)  Except as set  forth in  Section  2.14 of the  Disclosure
         Letter,  the Company and its  Subsidiaries are not in violation of, and
         do not presently have  outstanding any liability  under,  have not been
         notified that they are or may be liable under and do not have knowledge
         of any  liability  or  potential  liability  (including  any  liability
         relating  to  matters  set  forth  in  Section  2.14 of the  Disclosure
         Letter),  under any  applicable  Environmental  Laws  which  violation,
         liability or potential liability could reasonably be expected to have a
         Material Adverse Effect.

                  (b)  Except as set  forth in  Section  2.14 of the  Disclosure
         Letter,  neither the Company nor any of its Subsidiaries has received a
         written request for information under any Environmental Laws stating or
         suggesting that the Company or any of its  Subsidiaries has or may have
         liability  thereunder  or written  notice that any such entity has been
         identified as a potentially  responsible  party under any Environmental
         Laws or any public  health or safety or welfare  law,  nor has any such
         entity received any written  notification that any Hazardous  Substance
         that  it  or  any  of  its  respective  predecessors  in  interest  has
         generated,  stored, treated, handled,  transported, or disposed of, has
         been  released or is threatened to be released at any site at which any
         Person intends to conduct or is conducting a remedial  investigation or
         other action pursuant to any Environmental Laws.

                  (c)  Except as set  forth in  Section  2.14 of the  Disclosure
         Letter,  each of the  Company and its  Subsidiaries  has  obtained  all
         material  permits,  licenses or other  authorizations  required for the
         conduct   of  their   respective   operations   under  all   applicable
         Environmental  Laws and each such  authorization  is in full  force and
         effect.

                  (d) To the  knowledge of the Company,  neither the Company nor
         any of its Subsidiaries are in violation of 15 U.S.C. " 78dd-1, 78dd-2.

                  (e)  Except as set  forth in  Section  2.14 of the  Disclosure
         Letter,  each of the  Company  and  its  Subsidiaries  complies  in all
         material  respects  with  all laws and  regulations  relating  to equal
         employment  opportunity  and employee  safety in all  jurisdictions  in
         which  it is  presently  doing  business,  and  Company  will  use  its
         reasonable   best  efforts  to  comply,   and  to  cause  each  of  its
         Subsidiaries to comply, with all such laws and regulations which may be
         legally imposed in the future in  jurisdictions in which Company or any
         of its Subsidiaries may then be doing business.

         II.15 Possession of Franchises,  Licenses,  Etc. Except as set forth in
Section  2.15 of the  Disclosure  Letter,  each of Company and its  Subsidiaries
possesses   all   franchises,   certificates,   licenses,   permits   and  other
authorizations  from  governmental  or  political   subdivisions  or  regulatory
authorities,  that are  necessary  in any  material  respect for the  ownership,
maintenance and operation of its properties and assets,  and neither Company nor
any of its Subsidiaries is in violation of any thereof in any material respect.



<PAGE>


         II.16 Intellectual Property. Except as set forth in Section 2.16 of the
Disclosure Letter, each of Company and its Subsidiaries owns or has the right to
use all patents,  trademarks,  service marks, trade names, copyrights,  licenses
and other rights, free from burdensome restrictions, which are necessary for the
operation  of its  business  as  presently  conducted.  Nothing  has come to the
attention  of  Company,  any of its  Subsidiaries  or  any of  their  respective
directors  and  officers to the effect that (i) any product,  service,  process,
method,  substance,  part or other material presently contemplated to be sold by
or  employed  by  Company  or any of its  Subsidiaries  in  connection  with its
business  may  infringe  any  patent,  trademark,   service  mark,  trade  name,
copyright,  license  or other  right  owned by any other  Person,  (ii) there is
pending or threatened  any claim or litigation  against or affecting  Company or
any of its  Subsidiaries  contesting  its right to sell or use any such product,
service,  process, method,  substance, part or other material or (iii) there is,
or there is pending or proposed, any patent, invention,  device,  application or
principle or any statute,  law, rule,  regulation,  standard or code which would
prevent,  inhibit or render  obsolete the production or sale of any products of,
or  substantially  reduce the  projected  revenues of, or  otherwise  materially
adversely affect the business, condition or operations of, Company or any of its
Subsidiaries.

         II.17  Insurance  Coverage.  Each property of the Company or any of its
Subsidiaries  is insured  within terms  reasonably  acceptable  to the Company's
senior  lenders for the benefit of the Company or a Subsidiary of the Company in
amounts  deemed  adequate  by the  Company's  management  and no less than those
amounts  customary  in the  industry in which the  Company and its  Subsidiaries
operate against risks usually insured  against by Persons  operating  businesses
similar to those of the Company or its Subsidiaries in the localities where such
properties are located,  and SunTrust Bank, Atlanta has been named loss payee or
additional insured,  as its interest may appear, on all such policies.  Attached
to Section  2.17 of the  Disclosure  Letter  are  certificates  evidencing  such
insurance.  Neither the Company nor any  Subsidiary  has received  notice of the
cancellation  or planned  cancellation of any such insurance  policies,  and the
Company has no knowledge of any reasonable basis for any such cancellation.  The
Company's and its Subsidiaries'  professional  liability  insurance  coverage is
briefly summarized in Section 2.17 of the Disclosure Letter.

         II.18  Labor  Matters.  Except  as set  forth  on  Section  2.18 of the
Disclosure Letter, the Company and its Subsidiaries have experienced no strikes,
labor disputes,  slow downs or work stoppages due to labor  disagreements  which
have had, or would  reasonably be expected to have, a Material  Adverse  Effect,
and, to the best knowledge of the Company, there are no such strikes,  disputes,
slow  downs or work  stoppages  threatened  against  any  Company  or any of the
Subsidiaries,  nor are there  presently any efforts  underway to organize any of
the employees of the Company or any Subsidiary  under the auspices of any union.
The  hours  worked  and  payment  made  to  employees  of the  Company  and  its
Subsidiaries  have not been in  violation  in any  material  respect of the Fair
Labor Standards Act or any other  Applicable Law dealing with such matters.  All
payments due from the Company and its  Subsidiaries,  or for which any claim may
be made against the Company or any of its Subsidiaries,  on account of wages and
employee  health and  welfare  insurance  and other  benefits  have been paid or
accrued as  liabilities on the books of the Company and its  Subsidiaries  where
the failure to pay or accrue such  liabilities  would  reasonably be expected to
have a Material  Adverse  Effect.  Neither the Company nor any  Subsidiary  is a
party to any collective bargaining agreement.



<PAGE>


         II.19  Intercompany  Loans. All intercompany  indebtedness  owed by the
Company or any of its  Subsidiaries  is, to the extent required under agreements
with the  Company's  senior  lenders,  evidenced  by a  promissory  note,  which
promissory note has been duly authorized and approved by all necessary corporate
and shareholder  action on the part of the parties thereto,  and constitutes the
legal, valid and binding  obligations of the party thereto,  enforceable against
it in accordance with the terms of the promissory note, except as may be limited
by Bankruptcy  Law and by general  principles of equity.  Except as set forth in
Section 2.19 of the Disclosure Letter, there are no restrictions on the power of
the Company or any of its  Subsidiaries to repay the  indebtedness  evidenced by
any such promissory note.

         II.20 Disclosure.  Neither this Agreement, any Transaction Document nor
any other document,  certificate or statement furnished to Buyer by or on behalf
of the  Company  in  connection  herewith  contains  any untrue  statement  of a
material fact or omits to state a material  fact  necessary in order to make the
statements  contained  herein  and  therein  not  misleading.  There  is no fact
peculiar to the Company or any of its Subsidiaries  which  materially  adversely
affects or in the future may (so far as the Company can now foresee)  materially
adversely affect the business, property or assets, or financial condition of the
Company  or any of its  Subsidiaries  which  has  not  been  set  forth  in this
Agreement, the Transaction Documents or in the other documents, certificates and
statements  furnished to Buyer by or on behalf of the Company  prior to the date
hereof in connection with the transactions contemplated hereby.

         II.21 Partially Owned  Subsidiaries.  The Company and its  Subsidiaries
own 50% of the issued and outstanding stock of Law/Sundt,  Inc. and Envirosource
Incorporated.  Law Engineering and Environmental  Services, Inc. owns 50% of the
issued and  outstanding  membership  interests of Law/Spear,  L.L.C.,  a Georgia
limited  liability  company.  The  Company  and its  Subsidiaries  do not own or
control sufficient  outstanding  capital stock with the power to vote to elect a
majority  of  the  board  of  directors  of  Law/Sundt,  Inc.  and  Envirosource
Incorporated.  The organizational  documents of Law/Spear,  L.L.C. do not permit
Law Engineering and  Environmental  Services,  Inc.,  without the consent of the
other  persons  holding  membership  interests of  Law/Spear,  L.L.C.,  to cause
Law/Spear,  L.L.C. to guarantee the Company's  obligations to its senior lenders
or to  grant  a lien  in  its  assets  in  favor  of  such  lenders,  nor do the
organizational  documents  of  Law/Spear,  L.L.C.  permit  Law  Engineering  and
Environmental  Services,  Inc., without the consent of the other persons holding
membership interests in Law/Spear, L.L.C., to amend the organizational documents
to provide such a guarantee  or grant such a lien.  The fair market value of all
of the assets of Law/Sundt, Inc. is approximately $10,000, the fair market value
of all assets of  Envirosource  Incorporated  is less than  $25,000 and the fair
market value of all assets of Law/Spear, L.L.C. is less than $550,000.

         II.22    Fairness Opinion.  Alex. Brown & Sons Incorporated has
endered the fairness opinion attached to Section 2.22 of the Disclosure Letter
the "Fairness Opinion"), and such opinion has not been revoked or amended in
any way.


<PAGE>




                                   ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby represents and warrants to the Company as follows:

         III.1 Status of Buyer.  Virgil R.  Williams  and James M.  Williams are
each  individual  residents  of the State of Georgia  and suffer  under no legal
disability, and any assignee of Buyer pursuant to Section 11.03 who executes the
Transaction  Documents  as  Buyer  at  the  Closing  ("Closing  Assignee")  if a
corporation, shall be, at Closing, duly organized, existing and in good standing
under the laws of the State of Georgia.

         III.2 Power and  Authority.  Buyer has (and any Closing  Assignee  will
have) the power and has taken all necessary  action to authorize it, to execute,
deliver and carry out the terms and provisions of and to perform its obligations
under  this  Agreement,  the  Independent  Options  Agreement,  the Plan  Option
Agreement,   the  Preferred  Shareholder  Agreement,   the  Registration  Rights
Agreement,  and the other  Transaction  Documents  to which it is a party.  This
Agreement,  the Independent  Options Agreement,  the Plan Option Agreement,  the
Preferred  Shareholder  Agreement,  the Registration  Rights Agreement,  and the
other Transaction  Documents to which Buyer is a party have been or will be duly
authorized, executed and delivered by Buyer and constitute or will when executed
and  delivered  constitute  the legal,  valid and  binding  obligation  of Buyer
enforceable in accordance with their terms, except as the enforceability thereof
may be limited by  Bankruptcy  Law,  and by general  principles  of equity.  The
execution,  delivery and performance by Buyer of this Agreement, the Independent
Options  Agreement,   the  Plan  Option  Agreement,  the  Preferred  Shareholder
Agreement,   the  Registration  Rights  Agreement,  and  the  other  Transaction
Documents to which Buyer is a party,  (a) will not  contravene  any provision of
Applicable Law, (b) will not conflict with or be inconsistent  with or result in
any breach of any of the terms,  conveyance,  conditions  or  provisions  of, or
constituted  default  under,  a result in the creation or imposition of any Lien
upon any of the  property  or assets  of Buyer  pursuant  to the  terms of,  any
indenture,  mortgage,  deed to secure  debt,  deed of trust,  or other  material
agreement or instrument to which Buyer is a signatory or by which it is bound or
to which it may be subject,  (c) will not violate any provision of any agreement
to which Buyer is a party (and, if the Closing  Assignee is a  corporation,  its
articles of incorporation or bylaws, or other equivalent thereof if such Closing
Assignee  is an entity  other  than a  corporation),  (d) will not  require  any
Governmental  Approval  and (e) will not result in the creation of any lien upon
the assets or properties of Buyer.



<PAGE>


         III.3 Consents and Governmental  Approval.  No Governmental Approval or
Consent, permission,  approval or authorization of any nongovernmental authority
or Person is required to  authorize,  or is required  in  connection  with,  the
execution delivery performance or enforcement of this Agreement, the Independent
Options  Agreement,   the  Plan  Option  Agreement,  the  Preferred  Shareholder
Agreement, the Registration Rights Agreement or any other Transaction Documents.

         III.4 Disclosure.  Neither this Agreement, any Transaction Document nor
any other document,  certificate or statement  furnished to the Company by or on
behalf of Buyer in  connection  herewith  contains  any  untrue  statement  of a
material fact or omits to state a material  fact  necessary in order to make the
statements contain here and therein not misleading.

                                   ARTICLE IV

                                 SECURITIES LAWS

         4.01     Exemptions from Registration Requirements.

                  THE  SALE OF THE  SECURITIES  WHICH  ARE THE  SUBJECT  OF THIS
AGREEMENT  HAVE NOT BEEN  REGISTERED  FOR SALE  UNDER THE  SECURITIES  ACT,  THE
GEORGIA ACT, OR THE SECURITIES ACTS AND LAWS OF ANY OTHER JURISDICTION, AND SUCH
SECURITIES  WILL BE OFFERED  AND ISSUED IN  RELIANCE  UPON  EXEMPTIONS  FROM THE
REGISTRATION  REQUIREMENTS  OF ALL  SUCH  APPLICABLE  ACTS AND  LAWS,  INCLUDING
WITHOUT  LIMITATION THE  EXEMPTIONS  CONTAINED IN SECTION 4(2) OF THE SECURITIES
ACT AND SECTION 10-5-9(13) OF THE O.C.G.A.

         4.02     Securities Laws Representations and Covenants of Buyer.

                  (a) This Agreement is made with Buyer in reliance upon Buyer's
representation  to the Company,  which by Buyer's  execution  of this  Agreement
Buyer  hereby  confirms,  that the  Securities  to be  received by Buyer will be
acquired for its own account,  not as a nominee or agent, and not with a view to
the direct or indirect sale or  distribution of any part thereof in violation of
applicable  securities laws, and that Buyer has no present intention of selling,
granting any participation in, or otherwise distributing the same.

                  (b) Buyer  understands and  acknowledges  that the offering of
the  Securities  pursuant to this  Agreement  will not be  registered  under the
Securities Act, the Georgia Act or any other applicable securities act or law or
any other  jurisdiction  on the grounds that the offering and sale of securities
contemplated by this Agreement are exempt from registration  pursuant to Section
4(2) of the Securities Act and Section 10-5-9(13) of the O.C.G.A. and under such
other applicable  securities acts or laws, and that the Company's  reliance upon
such  exemptions is predicated  upon Buyer's  representations  set forth in this
Agreement.



<PAGE>


                  (c) Buyer  acknowledges  that the shares of  Securities  being
acquired by Buyer must be held indefinitely  unless such shares are subsequently
registered  under the Securities Act or an exemption from such  registration  is
available with respect to such shares.  In no event will Buyer dispose of any of
the  Securities  other  than  pursuant  to a  registration  statement  under the
Securities Act or an exemption from such registration and unless and until Buyer
shall have  notified  the  Company of the  proposed  disposition  and shall have
furnished  the Company with a statement  of the  circumstances  surrounding  the
proposed disposition.  Each certificate evidencing the Securities transferred as
above  provided  shall  bear the  appropriate  restrictive  legend  set forth in
Section 4.03 below.

                  (d) Buyer represents that: (i) Buyer is an "Accredited  Buyer"
as that term is defined in Regulation D promulgated by the  Securities  Exchange
Commission  under the  Securities  Act and has such  knowledge and experience in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of  Buyer's  prospective  investment  in the  Securities;  (ii)  Buyer has
received all the  information  requested  by it from the Company and  considered
necessary or appropriate for deciding whether to purchase the Securities;  (iii)
Buyer has the ability to bear the  economic  risks of such  Buyer's  prospective
investment.

         4.03     Legends.

                  (a)      All certificates evidencing the Securities shall bear
                           the following legends:

                  "THE   SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE   (THE
"SECURITIES")  HAVE  BEEN  ISSUED  AND SOLD IN  RELIANCE  UPON  EXEMPTIONS  FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT OF  1933  (THE  "1933  ACT"),  SECTION
10-5-9(13) OF THE OFFICIAL CODE OF GEORGIA  ANNOTATED (THE "GEORGIA CODE"),  AND
APPROPRIATE  EXEMPTIONS  FROM  REGISTRATION  UNDER THE SECURITIES  LAWS OF OTHER
APPLICABLE  JURISDICTIONS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE,  SOLD OR
TRANSFERRED  OTHER THAN  PURSUANT TO AN EFFECTIVE  REGISTRATION  OR AN EXEMPTION
SATISFACTORY TO THE ISSUER OF COMPLIANCE WITH THE 1933 ACT, THE GEORGIA CODE AND
THE APPLICABLE  SECURITIES LAWS OF ANY OTHER  JURISDICTION.  THE ISSUER SHALL BE
ENTITLED  TO REQUIRE AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO IT WITH
RESPECT TO COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS."

                  (b) All  certificates  evidencing  the Preferred  Shares shall
also bear the following legend:



<PAGE>


                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
THE TERMS AND  CONDITIONS OF A PREFERRED  SHAREHOLDER  AGREEMENT,  DATED ______,
1997,  BETWEEN CERTAIN  SHAREHOLDERS OF THE COMPANY AND THE COMPANY.  THE VOTING
AND SALE,  TRANSFER OR OTHER  DISPOSITION OF THESE  SECURITIES IS SUBJECT TO THE
TERMS OF SUCH AGREEMENT, AND SUCH SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF
COMPLIANCE THEREWITH."

                  (c) The certificates evidencing the Securities shall also bear
any legend required pursuant to any other state,  local or foreign law governing
such securities.


                                    ARTICLE V

                            COVENANTS OF THE PARTIES

         5.01  Pre-Closing   Operations  of  the  Company.  The  Company  hereby
covenants and agrees that, except as set forth in Section 5.01 of the Disclosure
Letter,  or as  consented  to in writing  by Buyer  (which  consent  will not be
unreasonably  withheld),  pending the Closing,  the Company will, and will cause
each of its  Subsidiaries  to,  operate  and conduct  its  business  only in the
ordinary course in accordance with prior practices.

         5.02 Access.  From the date of this Agreement through the Closing Date,
the Company shall,  and shall cause its  Subsidiaries  to, (i) provide Buyer and
its designees (officers, counsel,  accountants,  actuaries, and other authorized
representatives) with such information as Buyer may from time to time reasonably
request with respect to the Company and its  Subsidiaries,  and the transactions
contemplated  by this  Agreement;  (ii) provide Buyer and its designees,  access
during regular business hours and upon reasonable notice to the books,  records,
offices,  personnel,  counsel,  accountants and actuaries of the Company and its
Subsidiaries,  as  Buyer  or its  designees  may  from  time to time  reasonably
request;  and (iii)  permit  Buyer and its  designees  to make such  inspections
thereof as Buyer may reasonably request. Any investigation shall be conducted in
such a manner so as not to  interfere  unreasonably  with the  operation  of the
business of the Company or any of its Subsidiaries.

         5.03  Shareholders  Meeting.  The  Company's  Board of Directors  shall
submit and  recommend  to the  shareholders  of the  Company for  approval  this
Agreement,  the  Restated  Articles and certain  amendments  as set forth in the
Restated Bylaws at a meeting of the shareholders duly called for that purpose as
soon as practicable.

         5.04  Further  Assurances.  In addition to such actions as either party
may otherwise be required to take under this Agreement, any Transaction Document
or Applicable  Law in order to consummate  this  Agreement and the  transactions
contemplated  hereby,  each party shall take such  action,  shall  furnish  such
information,  and shall  prepare,  or  cooperate in  preparing,  and execute and
deliver such  certificates,  agreements and other instruments as the other party
may reasonably request from time to time, before, at or after the Closing.



<PAGE>


         5.05 Reasonable Efforts;  Deliveries at Closing.  The Company and Buyer
will use their  reasonable,  good faith  efforts,  and will  cooperate  with one
another, to secure all necessary other consents,  approvals,  authorizations and
exemptions from Governmental Authorities and third parties. The Company will use
its  reasonable,  good faith efforts to cause or obtain the  satisfaction of the
conditions  specified in Article VII. Buyer will use its reasonable,  good faith
efforts to cause or obtain  the  satisfaction  of the  conditions  specified  in
Article  VI. Each party shall  execute  and deliver to the other  party,  at the
Closing,  all documents and agreements required to be delivered by such party to
the other at the Closing.


                                   ARTICLE VI

                    CONDITIONS TO OBLIGATIONS OF THE COMPANY

         Each of the obligations of the Company to be performed  hereunder shall
be subject to the  satisfaction  (or waiver by the  Company)  at or prior to the
Closing of each of the following conditions:

         6.01  Representations  and Warranties True at Closing.  Each of Buyer's
representations and warranties  contained in this Agreement shall be true in all
material  respects on and as of the Closing  Date with the same force and effect
as though made on and as of such date; Buyer shall have complied in all material
respects with the covenants and  agreements  set forth herein to be performed or
complied  with by it on or  before  the  Closing  Date;  and  Buyer  shall  have
delivered  to the Company a  certificate  dated the Closing Date and signed by a
duly authorized officer to all such effects.

         6.02  Litigation.  No suit,  investigation,  action or other proceeding
shall be pending or overtly  threatened  against  the  Company,  any  subsidiary
thereof,  or Buyer before any court or governmental agency which has resulted in
the restraint or prohibition of the Company, or, could in the reasonable opinion
of counsel for the Company, result in the obtaining of material damages or other
relief from the Company,  in connection with this Agreement or the  consummation
of the transactions contemplated hereby.

         6.03 Opinion of Counsel to Buyer.  The Company shall have received from
counsel to Buyer an  opinion,  dated the  Closing  Date,  in form and  substance
reasonably acceptable to the Company.

         6.04  Documents  Satisfactory  in Form and Substance.  All  agreements,
certificates,  opinions  and other  documents  to be  delivered  by Buyer to the
Company  hereunder or in connection  herewith  shall have been duly executed and
delivered  by  Buyer  to  the  Company  and  shall  be  in  form  and  substance
satisfactory  to counsel for the  Company,  in the  exercise  of such  counsel's
reasonable judgment.



<PAGE>


         6.05 Required Governmental Approvals. All governmental  authorizations,
consents and approvals  necessary for the valid consummation of the transactions
contemplated  hereby  shall  have been  obtained  and shall be in full force and
effect.  All  applicable  governmental   pre-acquisition   filing,   information
furnishing  and  waiting  period  requirements  shall  have  been  met  or  such
compliance shall have been waived by the governmental authority having authority
to grant such waivers.

         6.06 Other  Necessary  Consents.  The Company  shall have  obtained all
consents and approvals  listed in Section 2.07 of the  Disclosure  Letter.  With
respect to each such  consent  or  approval,  the  Company  shall have  received
written evidence,  reasonably  satisfactory to it, that such consent or approval
has been duly and lawfully  filed,  given,  obtained or taken and is  effective,
valid and subsisting.

         6.07 Shareholder  Approval.  The shareholders of the Company shall have
authorized the Company's  execution and delivery of this Agreement and all other
Transaction   Documents  and  performance  of  its  obligations   hereunder  and
thereunder, in accordance with Applicable Law.

         6.08 Preferred  Shareholder  Agreement;  Independent Options Agreement;
Plan Option  Agreement;  Registration  Rights  Agreement.  Buyer shall have duly
executed, and delivered to the Company, the Preferred Shareholder Agreement,  in
the form  attached as Exhibit F, the  Independent  Options  Agreement,  the Plan
Option Agreement, and the Registration Rights Agreement, in the form attached as
Exhibit G.


                                   ARTICLE VII

                       CONDITIONS TO OBLIGATIONS OF BUYER

         The obligations of Buyer to be performed  hereunder shall be subject to
the  satisfaction (or waiver by Buyer) at or prior to the Closing of each of the
following conditions:

         7.01  Representations  and  Warranties  True  at  Closing.  Each of the
representations  and warranties of the Company contained in this Agreement shall
be true in all  material  respects on and as of the  Closing  Date with the same
force and effect as though made on and as of such date;  the Company  shall have
performed and complied in all material  respects with the  respective  covenants
and  agreements  set forth herein to be  performed or complied  with by it on or
before  the  Closing  Date;  and the  Company  shall have  delivered  to Buyer a
certificate  signed on behalf of the Company by a duly authorized officer to all
such effects.

         7.02  Litigation.  No suit,  investigation,  action or other proceeding
shall be pending or overtly  threatened  against Buyer or the Company before any
court or governmental agency, which has resulted in the restraint or prohibition
of any such party,  or, in the  reasonable  opinion of counsel for Buyer,  could
result in the obtaining of material damages or other relief from any such party,
in  connection  with this  Agreement  or the  consummation  of the  transactions
contemplated hereby.


<PAGE>


         7.03 Required Governmental Approvals. All governmental  authorizations,
consents and approvals  necessary for the valid consummation of the transactions
contemplated  hereby  shall  have been  obtained  and shall be in full force and
effect.  All  applicable  governmental   pre-acquisition   filing,   information
furnishing  and  waiting  period  requirements  shall  have  been  met  or  such
compliance shall have been waived by the governmental authority having authority
to grant such waivers.

         7.04 Other  Necessary  Consents.  The Company  shall have  obtained all
consents and approvals  listed in Section 2.07 of the  Disclosure  Letter.  With
respect to each such  consent or  approval,  Buyer shall have  received  written
evidence,  reasonably satisfactory to it, that such consent or approval has been
duly and lawfully filed,  given,  obtained or taken and is effective,  valid and
subsisting.

         7.05 Opinion of Counsel to the Company.  Buyer shall have received from
counsel to the Company an opinion or opinions,  dated the Closing  Date, in form
and substance reasonably acceptable to Buyer.

         7.06  Documents  Satisfactory  in Form and Substance.  All  agreements,
certificates,  opinions  and other  documents  to be delivered by the Company to
Buyer  hereunder or in  connection  herewith  shall have been duly  executed and
delivered  by  the  Company  to  Buyer  and  shall  be  in  form  and  substance
satisfactory to counsel for Buyer, in the exercise of such counsel's  reasonable
judgment.

         7.07 Restated  Articles and Restated Bylaws.  The Restated Articles and
Restated Bylaws shall have been duly adopted by the Company and be in full force
and effect.

         7.08 Warrants;  Independent  Options Agreement;  Plan Option Agreement;
Preferred  Shareholder  Agreement;  Registration  Rights Agreement.  The Company
shall have duly executed,  and delivered to Buyer, the Warrants, the Independent
Options  Agreement,   the  Plan  Option  Agreement,  the  Preferred  Shareholder
Agreement, and the Registration Rights Agreement.

         7.09     FY 1996 Statements.  Buyer shall have received the FY 1996
                  Statements.


                                  ARTICLE VIII

                         INDEMNIFICATION BY THE COMPANY



<PAGE>


         8.01 Remedies.  Except as otherwise limited by this Article VIII, after
the Closing,  the Company shall  indemnify  and reimburse  Buyer for any and all
claims, losses, liabilities, damages, costs (including court costs) and expenses
(including  reasonable  attorneys'  and  accountants'  fees)  incurred by Buyer,
(hereinafter  "Loss" or  "Losses")  as a result of, or with  respect to, (a) any
breach  of any  representation  or  warranty  of the  Company  set forth in this
Agreement,  (b) any breach of any  representation or warranty of the Company set
forth in the  certificate  to be provided to Buyer pursuant to Section 7.01, and
(c) any breach by the  Company  of any  covenant  or  agreement  of the  Company
contained in this Agreement to be performed  after the Closing.  Notwithstanding
the  foregoing or any other  provision of this  Agreement,  the Company makes no
representation,   warranty  or  covenant,  and  shall  have  no  indemnification
obligation  with  respect  to,  any  financial  or other  projections,  or other
forward-looking  statements,  provided to Buyer; provided, however, that nothing
in this  Section  8.01 shall in any way limit the rights  (as  specifically  set
forth in the  Restated  Articles  and in the  Restated  Bylaws)  of  holders  of
Preferred Stock in connection with the  "Benchmarks" (as defined in the Restated
Bylaws).

         8.02     Indemnity Claims.

                  (a)  Survival.  The  representations  and  warranties  of  the
Company  contained  herein or in any  certificate  or other  document  delivered
pursuant  hereto or in  connection  herewith  shall not be  extinguished  by the
Closing but shall survive the Closing,  subject to the  limitations set forth in
Section  8.02(b)  with  respect  to the time  periods  within  which  claims for
indemnity  must be asserted,  and the  covenants  and  agreements of the Company
contained  herein  to be  performed  after the  Closing  shall  survive  without
limitation as to time except as may be otherwise specified herein. The covenants
and  agreements  to be  performed  by the  Company  prior to the  Closing  shall
terminate as of and shall not survive the Closing.

                  (b) Time to Assert  Claims.  All  claims  for  indemnification
under  Section  8.01(a) or (b) shall be  asserted no later than thirty (30) days
from the date the Company's  audited  financial  statements  for its 1997 fiscal
year ("FY 1997")  shall be first sent to Buyer,  except  that claims  alleging a
breach of any  representation  or  warranty  set forth in Section  2.09 shall be
asserted  no later than three  years plus thirty (30) days after the Company and
its Subsidiaries  have filed their federal tax returns for operations  occurring
in FY 1997; and claims alleging a breach of any  representation  or warranty set
forth in any of Section 2.01,  Section 2.10,  Section 2.14(a),  (b), (c) or (e),
Section 2.17, and Section 2.18, shall be asserted no later than thirty (30) days
after the date the Company's  audited  financial  statements for its 1998 fiscal
year shall be first sent to Buyer. Any claim for  indemnification  under Section
8.01(c) may be made at any time within the applicable statutes of limitation and
applicable equitable doctrines.

         8.03  Deductible and Cap. Buyer shall make no claim against the Company
for  indemnification  hereunder  for a breach of a  representation  or  warranty
contained  herein unless and until the aggregate  amount of such claims  against
the Company exceeds $500,000 (the "Deductible"),  in which event Buyer may claim
indemnification  for the amount of such claims in excess of the  Deductible.  In
all events, the Company's obligations to Buyer under this Article VIII shall not
exceed  $10,000,000,  and the  prevailing  party in any claim under this Article
VIII shall be entitled to payment by the non-prevailing  party of its reasonable
expenses in prosecuting or defending such claim.



<PAGE>


         8.04 Notice of Claim.  Buyer shall notify the Company,  in writing,  of
any claim for indemnification within sixty (60) days of receiving knowledge,  or
becoming aware, of the Loss giving rise to its indemnification rights hereunder,
specifying  in  reasonable  detail the nature of the Loss,  and,  if known,  the
amount, or an estimate of the amount, of the liability arising therefrom.  Buyer
shall  provide  to the  Company  as  promptly  as  practicable  thereafter  such
information and  documentation as may be reasonably  requested by the Company to
support and verify the claim asserted.

         8.05 Defense.  If the facts pertaining to a Loss arise out of the claim
of any third party,  or if there is any claim against a third party available by
virtue of the  circumstances  of the Loss, the Company may assume the defense or
the  prosecution  thereof  by prompt  written  notice to  Buyer,  including  the
employment  of counsel or  accountants,  at its cost and expense.  The Company's
decision  whether  to assume  such  defense  or  prosecution  shall be made by a
majority of the Common  Directors  (as defined in the  Restated  Articles).  The
Company  shall not be  liable  for any  settlement  of any such  claim  effected
without its prior  written  consent  which shall not be  unreasonably  withheld.
Whether or not the Company does choose to so defend or prosecute such claim, all
the parties  hereto shall  cooperate in the defense or  prosecution  thereof and
shall  furnish  such  records,   information  and  testimony,  and  attend  such
conferences,  discovery  proceedings,  hearings,  trials and appeals,  as may be
reasonably requested in connection therewith. The Company shall be subrogated to
all rights and remedies of Buyer.

         8.06 Exclusive Remedy. After the Closing, the indemnification  provided
to Buyer  pursuant to this Article VIII shall,  except in the case of fraud,  be
Buyer's sole and exclusive remedy for breaches of representations and warranties
made by the Company under this Agreement or any other  Transaction  Document and
for  breach of or  noncompliance  with any of the  covenants  contained  in this
Agreement.


                                   ARTICLE IX

                          TERMINATION PRIOR TO CLOSING

         9.01 Termination of Agreement.  This Agreement may be terminated at any
time prior to the Closing:

                  (a)      By the mutual written consent of Buyer and the
Company;

                  (b) By the  Company  in  writing,  if Buyer  shall (i) fail to
perform in any material  respect its agreements  contained herein required to be
performed by it on or prior to the Closing Date, or (ii)  materially  breach any
of its representations,  warranties or covenants contained herein, which failure
or breach is not cured within ten (10) days after the Company has notified Buyer
of its intent to terminate this Agreement pursuant to this subparagraph (b);



<PAGE>


                  (c) By Buyer in writing,  if either the Company shall (i) fail
to perform in any material  respect its agreements  contained herein required to
be performed by it on or prior to the Closing  Date, or (ii)  materially  breach
any of its  representations,  warranties or covenants  contained  herein,  which
failure or breach is not cured within ten (10) days after Buyer has notified the
Company of its intent to terminate this Agreement  pursuant to this subparagraph
(c);

                  (d) By either the Company or Buyer in writing,  if there shall
be any  order,  writ,  injunction  or  decree of any  court or  governmental  or
regulatory agency binding on Buyer, or the Company, which prohibits or restrains
Buyer or the Company from  consummating  the transactions  contemplated  hereby,
provided that Buyer and the Company shall have used their reasonable, good faith
efforts to have any such order, writ, injunction or decree lifted or revoked and
the same shall not have been lifted or revoked  within 30 days after  entry,  by
any such court or governmental or regulatory agency;

                  (e) By either the  Company or Buyer,  in  writing,  if for any
reason the Closing has not occurred by September 30, 1997 (including the failure
of  the   shareholders  of  the  Company  to  approve  this  Agreement  and  the
transactions  contemplated  hereby in accordance with Applicable Law) other than
as a result of the breach of this Agreement by the party attempting to terminate
the Agreement,  unless the Closing does not occur by such date due to a delay in
any regulatory  review or approval,  in which case either party,  at its option,
may extend the  Closing  Date by a number of days equal to the number of days of
delay caused by such regulatory review or approval  process,  but in all events,
to no later than December 31, 1997; or

                  (f) By the Company, if necessary in order for the directors of
the Company to fulfill their fiduciary  duties under  applicable law as a result
of (i) the Company  receiving an  unsolicited  offer from a third party on terms
more favorable to the Company,  as determined by the directors in their sole and
absolute  discretion;  or (ii) receipt of an opinion from counsel to the Company
advising the Company that by proceeding  with the  transactions  contemplated in
this  Agreement,  the  directors  would  likely be in breach of their  fiduciary
duties under Georgia law.

         9.02     Termination Fee and Expenses in Certain Circumstances.

                  (a) If this  Agreement  is  terminated  by the written  mutual
consent  of Buyer and the  Company,  no  termination  fee or  expenses  shall be
payable except as shall be expressly set forth in such written mutual consent.

                  (b) If the Company shall terminate this Agreement because of a
failure or breach by Buyer as set forth in Section  9.01(b),  no termination fee
or expenses shall be payable by the Company. Buyer, in that circumstance,  shall
be liable for such damages,  expenses,  and equitable  relief as the laws of the
State of Georgia shall provide.



<PAGE>


                  (c) If Buyer  shall  terminate  this  Agreement  because  of a
failure or breach by the  Company as set forth in Section  9.01(c),  the Company
shall be liable to Buyer for such damages,  expenses and equitable relief as the
laws of the State of Georgia shall provide.

                  (d) If  this  Agreement  is  terminated  pursuant  to  Section
9.01(d),  through no fault of Buyer, then the Company shall pay to Buyer Buyer's
reasonable costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby, not to exceed $500,000.

                  (e) If the Closing  does not occur  within the times set forth
in Section  9.01(e)  (and this  Agreement  has not been  terminated  as provided
otherwise in Section  9.01),  through no fault of Buyer,  then the Company shall
pay to Buyer Buyer's  reasonable costs and expenses  incurred in connection with
this Agreement and the transactions contemplated hereby, not to exceed $500,000.

                  (f) If the  Company  terminates  this  Agreement  pursuant  to
Section  9.01(f),  and such  termination was not caused by an act or omission of
Buyer,  then the  Company  shall  pay to  Buyer  the sum of  $1,500,000  as sole
liquidated  damages,  plus Buyer's  reasonable  costs and  expenses  incurred in
connection with this Agreement and the transactions  contemplated hereby, not to
exceed $500,000.

         9.03 Termination of Obligations. Termination of this Agreement pursuant
to this Article IX shall  terminate all  obligations  of the parties  hereunder,
except for the  obligations  under Sections 9.02 and 9.03 and Sections 11.07 and
11.11.


                                    ARTICLE X

                                   DEFINITIONS

         "401(k) Plan" shall mean,  collectively,  the Law Companies Group, Inc.
401(k)  Savings  Plan  sponsored  by and  maintained  by the Company and the Law
Companies  Group,  Inc.  Puerto  Rico  401(k)  Savings  Plan  sponsored  by  and
maintained by the Company.

         "Applicable Law" shall mean (i) all applicable common and civil law and
principles   of  equity  and  (ii)  all   applicable   provisions   of  all  (a)
constitutions,  statutes,  rules, regulations and orders of governmental bodies,
(b) Governmental Approvals and (c) orders,  decisions,  judgments and decrees of
all courts and arbitrators.

         "Bankruptcy  Law" shall mean laws governing  bankruptcy,  suspension of
payments, reorganization,  arrangement,  adjustment of debts, relief of debtors,
dissolution,  or other  similar laws relating to the  enforcement  of creditors'
rights generally.



<PAGE>


         "Buyer" shall have the meaning ascribed to such term in the preamble of
this Agreement.

         "CERCLA" shall mean the Comprehensive Environmental Response
Compensation and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act (42 U.S.C. ' 9601 et seq.).

         "Class A Common"  shall have the  meaning  ascribed to such term in the
preamble of this Agreement.

         "Closing" shall have the meaning ascribed to such term in Section 1.04.

         "Closing Date" shall have the meaning  ascribed to such term in Section
1.04.

         "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.

         "Common Stock" shall have the meaning set forth in the Restated
Articles.

         "Common Stock Equivalents" shall mean the issued and outstanding shares
as of Closing of the following: (1) the Preferred Shares of Law Companies Group,
Ltd., a Jersey  corporation,  and (2) the "A" Shares of HKS Law Gibb Share Trust
(Proprietary) Ltd., a South African corporation.

         "Company" shall have the meaning ascribed to it in the preamble of this
Agreement.



<PAGE>


         "Environmental  Laws" shall mean all federal,  state, local and foreign
statutes and codes or regulations,  rules or ordinances issued,  promulgated, or
approved thereunder,  now in effect (including,  without limitation,  those with
respect to asbestos or asbestos  containing  material or exposure to asbestos or
asbestos  containing  material),  relating to  pollution  or  protection  of the
environment and relating to public health and safety, relating to (i) emissions,
discharges,  releases  or  threatened  releases  of  pollutants,   contaminants,
chemicals or industrial toxic or hazardous  constituents,  substances or wastes,
including without  limitation,  any hazardous substance (as such term is defined
under  CERCLA),  petroleum  including  crude oil or any  fraction  thereof,  any
petroleum  product or other  waste,  chemicals  or  substances  regulated by any
Environment Law into the environment (including without limitation, ambient air,
surface water,  ground water,  land surface or subsurface  strata),  or (ii) the
manufacture,  processing,  distribution,  use, generation,  treatment,  storage,
disposal,  transport  or handling of any  Hazardous  Substance  (as such term is
defined under CERCLA),  petroleum  including crude oil or any fraction  thereof,
any petroleum product or other waste,  chemicals or substances  regulated by any
Environmental  Law, and (iii) underground  storage tanks and related piping, and
emissions,  discharges  and  releases or  threatened  releases  therefrom,  such
Environmental  Laws to  include,  without  limitation  (i) the Clean Air Act (42
U.S.C.  ' 7401 et seq.),  (ii) the Clean  Water Act (33 U.S.C.  ' 1251 et seq.),
(iii) the Resource  Conservation  and  Recovery Act (42 U.S.C.  ' 6901 et seq.),
(iv) the Toxic Substances Control Act (15 U.S.C. ' 2601 et seq.) and (v) CERCLA.

         "ERISA" shall mean the Employee  Retirement Income Security Act of 1974
and all rules and regulations promulgated pursuant thereto, as the same may from
time to time be supplemented or amended.

         "ERISA   Affiliate"   shall  mean  any  trade  or   business   (whether
incorporated or unincorporated)  which together with the Company is treated as a
single employer under Section 414(b), (c), (m) or (o) of the Code.
         "Foreign Corporation States" shall mean the States of Alabama,
Arkansas, Indiana, Mississippi, New Hampshire, Texas and Vermont.

         "Georgia Act" shall mean the Georgia Securities Act of 1973, as amended
from  time to time,  and the  regulations  promulgated  and the  rulings  issued
thereunder.

         "Government Approval" shall mean any order, permission,  authorization,
consent, approval,  license,  franchise,  permit or validation of, exemption by,
registration or filing with, or report or notice to, any governmental  agency or
unit, or any public commission, board or authority, foreign or domestic.

         "Indebtedness"  shall mean (i)  indebtedness  for borrowed money or for
the deferred  purchase price of property or services  (other than trade accounts
payable on customary terms in the ordinary  course of business),  (ii) financial
obligations evidenced by bonds, debentures,  notes or other similar instruments,
(iii)  financial  obligations  as lessee under leases which shall been or should
be, in accordance with generally  accepted  accounting  principles,  recorded as
capital  leases,  (iv)  financial  obligations  as the issuer of  capital  stock
redeemable  in whole or in part at the  option  of any  Person  other  than such
issuer,  at a fixed and determinable  date or upon the occurrence of an event or
condition  not solely  within the control of such  issuer,  (v) all  obligations
(contingent  or otherwise)  with respect to interest  rate and currency  leasing
agreements,  (vi)  reimbursement  obligations  (contingent  or  otherwise)  with
respect to amounts  under  letters of credit,  bankers  acceptances  and similar
instruments,  (vii) financial obligations under purchase money mortgages, (viii)
financial obligations under asset securitization vehicles, (ix) conditional sale
contracts and similar title retention  instruments,  and (x)  obligations  under
direct or indirect  guaranties  in respect of, and  obligations  (contingent  or
otherwise) to purchase or otherwise  acquire,  or otherwise to assure a creditor
against loss in respect of,  indebtedness or financial  obligations of others of
the kinds referred to in clauses (i) through (ix) above.

         "Independent  Options" shall have the meaning  ascribed to such term in
Section 1.01.

         "Independent Options Agreement" shall have the meaning ascribed to such
term in Section 1.01.


<PAGE>


         "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind or description and shall include, without limitation,
any agreement to give any of the foregoing,  any conditional sale or other title
retention  agreement,  any lease in the nature  thereof  including  any lease or
similar  arrangement  with a public  authority  executed in connection  with the
issuance of industrial  development  revenue bonds or pollution  control revenue
bonds, and the filing of or agreement to give any financing  statement under the
Uniform Commercial Code (or equivalent law) of any jurisdiction.

         "Material  Adverse Effect" shall mean a material  adverse change in the
operations,  business,  property or assets of, or in the condition (financial or
otherwise)  or prospects  of, (i) the Company and its  Subsidiaries,  taken as a
whole, or (ii) the Company and its U.S. subsidiaries, taken as a whole, or (iii)
Gibb Holdings, Ltd.
and its subsidiaries, taken as a whole.

         "Multiemployer  Plan" shall mean a  "multiemployer  plan" as defined in
Section 4001(a)(3) of ERISA.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation and
successor thereof.

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

         "Plan"  shall mean any employee  benefit  plan,  program,  arrangement,
practice or contract, maintained by or on behalf of the Company, any Subsidiary,
or an ERISA Affiliate,  which provides  benefits or compensation to or on behalf
of employees or former  employees,  whether  formal or informal,  whether or not
written (and including  foreign  equivalents),  including the following types of
plans:

                  (i)   "Executive   Arrangements"   -  any   bonus,   incentive
         compensation,   stock  option,   deferred   compensation,   commission,
         severance,  "golden  parachute,"  "rabbi  trust,"  or  other  executive
         compensation plan, program, contract, arrangement or practice;

                  (ii) "ERISA Plans" - any "employee benefit plan" as defined in
         ERISA, including, but not limited to, any defined benefit pension plan,
         profit  sharing plan,  money purchase  pension plan,  savings or thrift
         plan,  stock bonus plan,  employee stock ownership plan,  Multiemployer
         Plan, or any plan, fund, program, arrangement or practice providing for
         medical   (including   post-retirement   medical),    hospitalizations,
         accident, sickness, disability, or life insurance benefits.

                  (iii) "Other Employee  Fringe  Benefits" - any stock purchase,
         vacation,  scholarship, day care, prepaid legal services, severance pay
         or  other  fringe  benefit  plan,  program,  arrangement,  contract  or
         practice.

         "Plan Option"  shall have the meaning  ascribed to such term in Section
1.01.


<PAGE>


         "Plan Option Agreement" shall have the meaning ascribed to such term in
Section 1.01.

         "Preferred  Shares"  shall have the  meaning  ascribed  to such term in
Section 1.01.

         "Preferred  Shareholder  Agreement" shall mean an agreement in the form
of Exhibit F hereto.

         "Preferred Stock" shall have the meaning set forth in the Restated
Articles.

         "Purchase  Price"  shall  have the  meaning  ascribed  to such  term in
Section 1.03.

         "Restated Articles" shall have the meaning ascribed to such term in the
preamble of this Agreement.

         "Restated  Bylaws" shall mean the Restated  Bylaws  attached  hereto as
Exhibit H.

         "Securities" shall mean the Preferred Shares, the Warrants, the
ndependent Options and the Plan Options.

         "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.

         "Stock Option Plan" shall mean the Law Companies Group, Inc. Stock
Option Plan.

         "Subsidiary" of any Person shall mean any  corporation,  partnership or
other Person of which a majority of all the outstanding capital stock (including
director's  qualifying shares) or other securities or ownership interests having
ordinary  voting  power to elect a majority of the board of  directors  or other
persons  performing  similar  functions  is,  at the time as of  which  any such
determination is being made,  directly or indirectly owned by such Person, or by
one or  more  of  the  Subsidiaries  of  such  Person,  and  which  corporation,
partnership  or other  Person is  consolidated  with such  Person for  financial
reporting purposes. Unless otherwise specified,  "Subsidiaries" and "Subsidiary"
shall mean the Subsidiaries and a Subsidiary, respectively, of the Company.

         "Tax" shall mean,  with  respect to any person or entity,  any federal,
state or foreign tax, assessment,  customs duties, or other governmental charge,
levy or assessment (including any withholding tax) upon such person or entity or
upon such person's or entity's assets, revenues, income or profits.



<PAGE>


         "Transaction Documents" shall mean this Agreement, each Exhibit to this
Agreement,   the  Disclosure  Letter,  the  Warrants,  the  Independent  Options
Agreement,  the Preferred Shareholder Agreement,  the Plan Option Agreement, the
Registration Rights Agreement, and each other document, instrument,  certificate
and opinion  executed and delivered in connection  with the  foregoing,  each as
amended,  restated,  supplemented  or  otherwise  modified  from time to time as
provided herein.

         "Warrants" shall have the meaning ascribed to such term in Section
1.01.


                                   ARTICLE XI

                                  MISCELLANEOUS

         11.01 Entire  Agreement.  This  Agreement  (including the Schedules and
Exhibits)  constitutes the sole understanding of the parties with respect to the
subject  matter hereof and terminates  the letter  agreement,  dated January 15,
1997 (including the Term Sheet attached thereto);  provided,  however, that this
provision is not intended to abrogate (a) any other  written  agreement  between
the parties executed with or after this Agreement  including without limitation,
any of the other  Transaction  Documents or (b) the  Confidentiality  Agreement,
dated December 2, 1996, which shall remain in full force and effect.

         11.02 Amendment. No amendment,  modification or alteration of the terms
or provisions  of this  Agreement  shall be binding  unless the same shall be in
writing and duly executed by the parties hereto.

         11.03 Parties Bound by Agreement;  Successors  and Assigns.  The terms,
conditions and  obligations of this Agreement  shall inure to the benefit of and
be binding upon the parties  hereto and the  respective  successors  and assigns
thereof.  Without the prior written  consent of the other party hereto,  neither
party may assign its rights, duties or obligations hereunder (including, but not
limited to, the Securities  being  purchased  pursuant to this Agreement) or any
part  thereof  to any other  person or entity  except  that Buyer may assign its
rights hereunder to a corporation  formed prior to the date hereof, at least 51%
of the outstanding capital stock of which is owned and controlled by one or both
of Virgil R. Williams and James M. Williams (or an "Affiliate" as defined in the
Preferred  Shareholder  Agreement) or a corporation  formed on or after the date
hereof,  at least  80% of the  outstanding  capital  stock of which is owned and
controlled  by one or both of Virgil R.  Williams  and James M.  Williams (or an
"Affiliate" as defined in the Preferred Shareholder  Agreement) which assumes in
writing all of Buyer's obligations hereunder;  provided,  however, no assignment
pursuant  hereto shall relieve the assigning party from liability for any breach
or  noncompliance  with  terms of this  Agreement  whether  before or after such
assignment,  and provided further that any such assignment shall be accomplished
pursuant to documents in form and substance acceptable to the Company.

         11.04  Counterparts.   This  Agreement  may  be  executed  in  multiple
counterparts,  each of which shall for all  purposes be deemed to be an original
and all of which shall constitute the same instrument.


<PAGE>


         11.05  Headings.  The headings of the Sections and  paragraphs  of this
Agreement  are  inserted  for  convenience  only  and  shall  not be  deemed  to
constitute part of this Agreement or to affect the construction thereof.

         11.06  Modification and Waiver.  Any of the terms or conditions of this
Agreement may be waived in writing at any time by the party which is entitled to
the benefits thereof. No waiver of any of the provisions of this Agreement shall
be deemed to or shall constitute a waiver of any other provision hereof (whether
or not similar).

         11.07 Expenses of Buyer Upon Closing.  In the event the Closing occurs,
the  Company  shall pay up to a maximum  aggregate  amount  of  $850,000  of the
customary costs and expenses incurred by Buyer in connection with this Agreement
and the transactions contemplated hereby, including reasonable fees and expenses
of  financial  consultants,  accountants  and  counsel.  Section  11.07  of  the
Disclosure  Letter  completely and  accurately  sets forth all of such costs and
expenses  incurred  by Buyer  through the date  hereof,  as well as a good faith
estimate of all such costs and expenses  Buyer expects to incur between the date
hereof and the Closing.

         11.08 Notices. Any notice, request, instruction or other document to be
given  hereunder  by any  party  hereto to any other  party  hereto  shall be in
writing  and  delivered  personally  or sent by  registered  or  certified  mail
(including  by  overnight  courier or  express  mail  service),  postage or fees
prepaid,


                  if to the Company to:

                           Law Companies Group, Inc.
                           3 Ravinia Drive, Suite 1830
                           Atlanta, Georgia 30346
                           Attention: Mr. Bruce C. Coles


                  with a copy to:

                           Long Aldridge Norman LLP
                           Suite 5300
                           303 Peachtree Street, N.E.
                           Atlanta, Georgia 30308
                           Attention: Mr. F. T. Davis, Jr.


                  if to Buyer to:

                           Mr. Virgil R. Williams


<PAGE>


                           Mr. James M. Williams
                           2076 West Park Place
                           Stone Mountain, Georgia 30087


                  with a copy to:

                           Arnall Golden & Gregory, LLP
                           One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309
                           Attention:  Mr. Jonathan Golden


or at such other  address for a party as shall be specified by like notice.  Any
notice  which is delivered  personally  in the manner  provided  herein shall be
deemed to have been duly given to the party to whom it is  directed  upon actual
receipt by such party or the office of such party. Any notice which is addressed
and mailed in the manner herein provided shall be conclusively  presumed to have
been duly given to the party to which it is  addressed at the close of business,
local time of the recipient,  on the fourth  business day after the day it is so
placed in the mail or, if earlier, the time of actual receipt.

         11.09 Brokerage.  The Company and Buyer do hereby expressly warrant and
represent,  each to the other, that, except as set forth in Section 11.09 of the
Disclosure  Letter,  no  broker,  agent,  or finder  has  rendered  services  in
connection with the transaction  contemplated under this Agreement.  The Company
hereby  indemnifies  and agrees to hold harmless  Buyer from and against any and
all losses,  costs, damages, and expenses (including reasonable attorneys' fees)
arising or resulting,  or sustained or incurred by Buyer, by reason of any claim
by any  broker,  agent,  finder,  or  other  person  or  entity  based  upon any
arrangement  or  agreement  made or alleged to have been made by the  Company in
connection with the transaction  contemplated  under this Agreement.  Buyer does
hereby indemnify and agree to hold harmless the Company from and against any and
all losses,  costs, damages, and expenses (including reasonable attorneys' fees)
arising or resulting,  or sustained or incurred by the Company, by reason of any
claim by any broker,  agent,  finder,  or other  person or entity based upon any
arrangement  or  agreement  made or  alleged  to have  been  made  by  Buyer  in
connection with the transaction contemplated under this Agreement.

         11.10  Governing Law. This Agreement is executed by Buyer in, and shall
be construed in accordance with and governed by the laws of the State of Georgia
without giving effect to the principles of conflicts of law thereof.



<PAGE>


         11.11 Public Announcements. No public announcement shall be made by any
person with regard to the  transactions  contemplated by this Agreement  without
the prior consent of the Company and Buyer;  provided that either party may make
such disclosure if advised by counsel that it is legally  required to do so. The
Company  and  Buyer  will  discuss  any  public   announcements  or  disclosures
concerning  the  transactions  contemplated  by this  Agreement  with the  other
parties prior to making such announcements or disclosures.

         11.12  Acquisition  Proposals.  Prior to the  earlier of the Closing or
termination  of this  Agreement,  the Company will not,  directly or indirectly,
solicit,  initiate or enter into discussions or transactions with, or encourage,
or provide any  information  to, any person,  corporation,  partnership or other
entity or group (other than Buyer and its designees)  concerning any sale of any
securities by the Company,  or any merger or sale of  securities or  substantial
assets  of, or any  similar  transaction  involving,  the  Company or any of its
subsidiaries;  provided  that the Company may provide  information  to a person,
corporation,  partnership  or other  entity or group  (other  than Buyer and its
designees) that requests such  information  concerning any such  transaction if:
(a) the Company is required to do so in order to satisfy its board of directors'
fiduciary  duty to its  stockholders;  and (b) the  Company  notifies  Buyer  in
writing in advance of any such  provision  of  information.  It is  specifically
agreed  that  nothing  in  this   Agreement  or  otherwise   shall  prevent  the
consummation  of the presently  contemplated  renewal of financing with SunTrust
Bank, Atlanta and other banks, or any modification  thereof,  or any revision of
the terms of any existing subordinated  indebtedness owed to former shareholders
of  the  Company;  provided  that,  subject  to  the  Company's  confidentiality
obligations,  before  consummating  such refinancing or revising such terms, the
Company will discuss the proposed  refinancing or proposed  revisions with Buyer
in order to ensure Buyer is fully informed regarding these topics.

         11.13 Use of Proceeds.  The  utilization by the Company of the proceeds
from the Purchase Price shall be determined by the Company's  Board of Directors
(in its sole discretion).

         11.14 No Third-Party  Beneficiaries.  There shall exist no right of any
person to claim a beneficial  interest in this Agreement or any rights occurring
by virtue of this Agreement.

         11.15  "Including."  Words of inclusion shall not be construed as terms
of limitation herein, so that references to "included" matters shall be regarded
as non-exclusive, non-characterizing illustrations.

         11.16 References.  Whenever  reference is made in this Agreement to any
Article,  Section,  or Exhibit,  such reference  shall be deemed to apply to the
specified  Article or Section of this  Agreement or the  specified or Exhibit to
this Agreement.

         11.17  Knowledge.  References to the  "knowledge"  of the Company,  and
similar references,  shall mean the actual knowledge, after a reasonable inquiry
of their own files, of those persons,  with respect to the specific  areas,  set
forth in Section 11.17 of the Disclosure Letter.

         11.18 Board of Directors Upon Closing.  The parties agree that upon the
Closing, the Board shall be comprised of the following members:


<PAGE>


         Common Directors:          Bruce C. Coles
                                            Peter D. Brettell
                                            Robert B. Fooshee
                                            Walter T. Kiser
                                            Frank B. Lockridge
                                            Clay E. Sams
                                            John Y. Williams

         Preferred Directors:               Virgil M. Williams
                                            James M. Williams
                                            Steven Muller
                                            Tom Moreland
                                            Two   additional   members   to   be
                                            designated  by  Buyer  prior  to the
                                            mailing to the  shareholders  of the
                                            Company  of the proxy in  connection
                                            with the  transactions  contemplated
                                            hereby (or such  earlier time as may
                                            be  required by the  Securities  and
                                            Exchange Commission),

and the Swing Director shall be John Y. Williams.  As used herein, the terms
"Common Director," "Preferred Director," and "Swing Director" have the meanings
ascribed to such terms in the Restated Articles.  Each of the parties shall use
their best efforts to effect the foregoing.


                  [Remainder of page intentionally left blank]





















<PAGE>












                            [Signature page follows]


<PAGE>



         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement  to be duly  executed  on its behalf as of the date  indicated  on the
first page hereof.

                                                The Company:

                                                Law Companies Group, Inc.

                                                By: _________________________
                                                    Bruce C. Coles
                                                    Chairman, CEO & President



                                                Buyer:

                                                ---------------------------
                                                Virgil R. Williams

                                                ---------------------------
                                                James M. Williams




















                [Signature Page to Securities Purchase Agreement]


<PAGE>



                                                              S2-321383.14
                                   EXHIBIT "E"

                          Allocation of Purchase Price


                  Preferred Stock                             $9,850,000

                  Warrant                                        100,000

                  Independent Options Agreement                   50,000