Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

      This Asset Purchase  Agreement (this "Agreement") is made and entered into
as of August 17,  2005,  by and between  Avantce  RSI,  LLC, a Delaware  limited
liability  company  ("AVANTCE"),  and Robocom  Systems  International,  Inc.,  a
corporation duly organized and existing under the laws of the State of New York,
U.S.A. (the "Company").

                                    RECITALS:

      WHEREAS,  the  Company  is  in  the  business  of  developing,  marketing,
distributing,  licensing,  and  maintaining  software  and  other  products  and
services for the provision of warehousing and supply chain management  solutions
(collectively, the "Business");

      WHEREAS,  subject to the terms and conditions set forth in this Agreement,
the Company  desires to sell to AVANTCE for the  consideration  set forth below,
and  AVANTCE  desires to purchase  from the  Company,  substantially  all of the
assets of the Company used or useful in the  operation of the  Business,  all as
more fully  described in Section 2.02, and the Company  desires to cause AVANTCE
to assume and AVANTCE has agreed to assume from the Company certain  liabilities
and  obligations  of the Company  arising in connection  with the  Business,  as
described in Section 2.03;

      NOW,  THEREFORE,  in reliance  upon the  representations,  warranties  and
agreements made herein and in consideration of the premises and covenants herein
contained  and for  other  good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:

                                    ARTICLE I
                       DEFINITIONS; RULES OF CONSTRUCTION

      Section 1.01 Definitions.  Except as otherwise specified or as the context
may otherwise  require,  in addition to the capitalized  terms defined elsewhere
herein,  the following terms shall have the respective  meanings set forth below
whenever used in this Agreement:

      "AAA" has the meaning assigned to such term in Section 11.13 hereof.

      "Accounts Receivable" means any and all amounts and other obligations owed
to the  Company by reason of a sale of a good or  provision  of a service in the
ordinary course of its conduct of the Business;

      "Affiliate"  means, when used with respect to a specified Person,  another
Person  that,  directly,  or  indirectly  through  one or  more  intermediaries,
controls  or is  controlled  by or is  under  common  control  with  the  Person
specified. For purposes of this Agreement,  the term "control" (including,  with
its correlative meanings, "controlled by" and "under common control with") shall
mean  possession,  directly or  indirectly,  of the power to direct or cause the
direction of

<PAGE>

management or policies  (whether through  ownership of securities or partnership
or other ownership interests, by contract or otherwise).

      "Agreement"  means this Asset Purchase  Agreement,  as it may from time to
time be amended, supplemented or otherwise modified in accordance with the terms
hereof.

      "Avantce's  Damages" means all Damages sustained,  incurred or suffered by
AVANTCE and/or its shareholders,  officers,  directors,  affiliates or employees
resulting from or arising in connection with: (a) any material misrepresentation
by the  Company  contained  in or  made  pursuant  to this  Agreement  or in any
certificate,  instrument  or agreement  delivered  to AVANTCE  pursuant to or in
connection  with this  Agreement;  or (b) any material breach of warranty or any
default in the performance of any covenant or obligation of the Company under or
in connection with this Agreement.

      "Assigned  Contracts"  has the  meaning  assigned  to such term in Section
2.02(b) hereof.

      "Assumed  Liabilities"  has the  meaning  assigned to such term in Section
2.03 hereof.

      "Assumption  Agreement"  means the Assumption  Agreement,  to be dated the
Closing Date, executed by the Company and AVANTCE,  substantially in the form of
Exhibit A hereto.

      "Bill of Sale"  means  the Bill of Sale,  to be dated  the  Closing  Date,
executed by the Company and  accepted by AVANTCE,  substantially  in the form of
Exhibit B hereto.

      "Business"  has the meaning  assigned to such term in the recitals to this
Agreement.

      "Cash  Adjustment  Payment"  has the  meaning  assigned  to  such  term on
Schedule 2.01 of this Agreement

      "Closing" has the meaning assigned to such term in Section 6.01 hereof.

      "Closing  Date" has the  meaning  assigned  to such term in  Section  6.01
hereof.

      "Company's  Damages" means all Damages sustained,  incurred or suffered by
the  Company  and/or  its  shareholders,   officers,  directors,  affiliates  or
employees,  resulting  from or  arising in  connection  with:  (a) any  material
misrepresentation  by AVANTCE contained in or made pursuant to this Agreement or
in any certificate, instrument or agreement delivered to the Company pursuant to
or in connection with this Agreement; (b) any material breach of warranty or any
default in the  performance of any covenant or obligation of AVANTCE under or in
connection with this Agreement; or (c) the Assumed Liabilities.

      "Company  Intellectual  Property" means the Intellectual  Property used by
the Company  (whether  owned or licensed by the Company) in connection  with the
Business, including without limitation,  Computer Documentation,  RIMS Software,
Know-how, Records, Trademarks, Copyrights and Patents.


                                       2
<PAGE>

      "Company  Stockholder  Approval" has the meaning  assigned to such term in
Section 3.02 hereof.

      "Computer  Documentation" means the technical documentation  pertaining to
the  Business  including,  without  limitation,  any end-user  manuals,  product
specifications, algorithms, diagrams, bug lists, and electronic machine readable
versions of such manuals,  product answer books and other related  documentation
and additionally any marketing or sales materials.

      "Contract"  means any note,  bond,  mortgage,  indenture,  lease,  permit,
contract, agreement or other instrument or obligation,  whether written or oral,
or any amendment, supplement or restatement of any of the foregoing.

      "Contract Assignment" means the Assignment and Assumption of Contracts, to
be dated the Closing Date, executed by AVANTCE and the Company, substantially in
the form of Exhibit C hereto.

      "Copyrights"  has the  meaning  assigned  to such term in Section  2.02(f)
hereof.

      "Copyright  Assignment"  means the Copyright  Assignment,  to be dated the
Closing Date, executed by the Company and accepted by AVANTCE,  substantially in
the form of Exhibit D hereto.

      "Damages"  means any and all damages,  losses,  liabilities,  obligations,
penalties,  fines, claims,  litigation,  demands,  defenses,  judgments,  suits,
proceedings,  costs,  disbursements or expenses (including,  without limitation,
reasonable attorneys' and experts' fees and disbursements) of any kind or of any
nature  whatsoever  (whether based in common law, statute or contract;  fixed or
contingent;  known or  unknown)  suffered or  incurred  by a party  hereto,  its
employees,  affiliates,  successors and assigns and, if applicable, any Liens on
the Transferred Assets.

      "Disputes" has the meaning assigned to such term in Section 11.13 hereof.

      "Governmental   Entity"   means   any   government,    any   governmental,
administrative  or regulatory  entity,  authority,  commission,  board,  agency,
instrumentality,  bureau or  political  subdivision  and any court,  tribunal or
judicial or arbitral body (whether U.S. or any other foreign,  federal, state or
local entity or, in the case of an arbitral body, whether  governmental,  public
or private).

      "Guaranty  Agreement"  means a Guaranty  Agreement,  to be dated as of the
Closing Date,  executed by the Principal  AVANTCE Members,  substantially in the
form attached hereto as Exhibit J.

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended.

      "Exchange  Act" has the  meaning  assigned  to such term in  Section  3.02
hereof.


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<PAGE>

      "Excluded  Assets" means any the assets and other  property of the Company
set forth on Schedule 2.02-1 hereto.

      "Indemnified Party" has the meaning assigned to such term in Section 10.03
hereof.

      "Indemnitor"  has the  meaning  assigned  to such  term in  Section  10.03
hereof.

      "Intellectual Property" means all copyrights,  patents,  trademarks, trade
names,  and  applications  for  any  of the  foregoing,  whether  registered  or
unregistered, of any party, or to which it has rights.

      "Know-how"  has the  meaning  assigned  to such  term in  Section  2.02(g)
hereof.

      "Knowledge" means an individual will have "Knowledge" of a particular fact
or other matter if such  individual is actually aware or should be aware of such
fact or  other  matter  and a  Person  (other  than  an  individual)  will  have
"Knowledge" of a particular fact or other matter if an individual who is serving
as a director,  officer or manager of such Person has actual awareness or should
have awareness of such fact or other matter.

      "Leased  Tangible  Property"  means  shall mean all  telephone  equipment,
computers or computer  equipment,  furniture  and  fixtures  and other  tangible
personal  property that are necessary for the Company to conduct the Business as
it  relates  to the  Transferred  Assets,  in each case  which is  subject  to a
leasehold interest held by the Company.

      "Liabilities" mean, with respect to any Person, (i) any right against such
Person to payment, whether or not such right is reduced to judgment, liquidated,
unliquidated,  fixed,  contingent,  matured,  unmatured,  disputed,  undisputed,
legal, equitable, secured or unsecured, (ii) any right against such Person to an
equitable  remedy for breach of performance if such breach gives rise to a right
to  payment,  whether  or not such  right to an  equitable  remedy is reduced to
judgment, fixed, contingent,  matured, unmatured,  disputed, undisputed, secured
or unsecured, and (iii) any obligation of such Person for the performance of any
covenant or agreement (whether for the payment of money or otherwise).

      "Licensed  Intellectual Property" shall mean Company Intellectual Property
that the Company  uses or has the right to use,  in each case  pursuant to Third
Party Licenses.

      "Lien"  means  any  lien,  charge,   claim,  pledge,   security  interest,
conditional sale agreement or other title retention agreement,  lease, mortgage,
security agreement,  right of first refusal,  option,  right of way, easement or
any other encumbrance of any nature whatsoever.

      "Major Shareholders" shall mean each of Irwin Balaban,  Lawrence Klein and
Herbert Goldman.

      "Material  Permits" has the meaning  assigned to such term in Section 3.10
hereof.


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<PAGE>

      "Owned Intellectual Property" shall mean Company Intellectual Property (i)
created or developed by employees of the Company in connection with the Business
or (ii) to which the Company has  acquired,  by  purchase,  assignment  or other
transfer the unconditional,  unrestricted, exclusive right to control or prevent
any and all use of such Intellectual  Property by others without any consent, or
approval of or payment to, any other Person.

      "Owned Tangible Property" shall mean all telephone equipment, computers or
computer equipment,  furniture and fixtures and other tangible personal property
that are  necessary for the Company to conduct its business as it relates to the
Transferred  Assets,  in each case which is owned by the Company and relating to
the Business.

      "Patents" has the meaning assigned to such term in Section 2.02(e) hereof.

      "Patent  Assignment" means the Patent Assignment,  to be dated the Closing
Date, executed by the Company and accepted by AVANTCE, substantially in the form
of Exhibit E hereto.

      "Person"  means  any   individual,   corporation,   partnership,   limited
partnership,  firm,  joint venture,  association,  joint stock  company,  trust,
estate,  limited liability company,  unincorporated  association,  government or
regulatory  body (or any  agency  or  political  subdivision  thereof)  or other
entity.

      "Principal  AVANTCE Members" shall mean each of Ivers Lode, Kristi Kennedy
and Jon Scheumann.

      "Promissory  Note" has the meaning  assigned to such term on Schedule 2.01
hereto.

      "Purchase  Price" has the meaning  assigned  to such term in Section  2.01
hereof.

      "Records" has the meaning assigned to such term in Section 2.02(c) hereof.

      "RIMS  Software" has the meaning  assigned to such term in Section 2.02(i)
hereof.

      "SEC" has the meaning assigned to such term in Section 3.04 hereof.

      "Tangible  Property" shall mean the Owned Tangible Property and the Leased
Tangible Property.

      "Third Party License" shall mean all licenses, agreements,  obligations or
other  commitments  under  which a Person has granted the Company a right to use
any Licensed  Intellectual  Property in connection with the Transferred  Assets,
but retains one or more rights to use such Intellectual Property,

      "Trademarks"  has the  meaning  assigned  to such term in Section  2.02(d)
hereof.


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<PAGE>

      "Trademark  Assignment"  means the Trademark  Assignment,  to be dated the
Closing Date, executed by the Company and accepted by AVANTCE,  substantially in
the form of Exhibit F hereto.

      "Transaction  Documents" means this Agreement,  the Assumption  Agreement,
the Bill of  Sale,  the  Contract  Assignment,  the  Copyright  Assignment,  the
Trademark Assignment, the Patent Assignment and the Promissory Note.

      "Transferred Assets" has the meaning assigned to such term in Section 2.02
hereof.

      "Transferred  Benefit Plan" means any 401K Plan,  vacation pay,  sickness,
hospitalization or other medical,  dental,  vision,  disability or death benefit
plan  (whether  provided  through  insurance,  on a funded or unfunded  basis or
otherwise), employee stock option purchase plan, and each other employee benefit
plan, program or arrangement, whether or not an employee benefit plan within the
meaning of Section 3(3) of ERISA which since January 1, 1993 has been maintained
or  contributed  to by the  Company for the benefit of or relating to any of its
employees  or to any former  employee  of the  Company  or  his/her  dependents,
survivors or beneficiaries.

      "Transferred  Employee"  has the meaning  assigned to such term in Section
9.03(a) hereof.

      "Warranties"  mean those obligations of the Company based upon, or arising
from, warranties,  whether of material,  design,  workmanship and/or fitness for
use, covering parts or products  manufactured,  delivered,  installed or sold by
the Company on or before the Closing Date.

      Section  1.02  Rules  of  Construction.   This  Agreement  and  the  other
Transaction  Documents  shall be deemed to have been drafted by both the Company
and AVANTCE and neither this Agreement nor any other Transaction  Document shall
be construed against any party as the principal  draftsperson hereof or thereof.
The Exhibits and Schedules attached hereto are incorporated  herein by reference
and shall be considered part of this Agreement.  Other capitalized terms used in
this Agreement and not defined in Section 1.01 shall have the meanings  assigned
to them elsewhere in this Agreement. The definitions contained in this Agreement
are  applicable to the singular as well as the plural forms of such terms and to
the  masculine as well as to the feminine and neuter  genders of such term.  The
words  "hereof",  "herein" and "hereunder" and words of similar import when used
in this  Agreement  shall  refer  to this  Agreement  as a whole  and not to any
particular  provision  of  this  Agreement.  When a  reference  is  made in this
Agreement to an Article,  Section,  Exhibit or Schedule, such reference shall be
to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless
otherwise indicated.  The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement. Whenever the words "include", "includes" or "including" are used
in this  Agreement,  they shall be deemed to be followed  by the words  "without
limitation". All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.  Any agreement,  instrument or statute defined
or  referred to herein or in any  agreement  or  instrument  that is referred to
herein means such agreement, instrument or statute as from time to time amended,
modified or  supplemented,  including (in the case of agreements or instruments)
by waiver or consent and (in the case of statutes) by succession of


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<PAGE>

comparable  successor  statutes and  references to all  attachments  thereto and
instruments  incorporated  therein.  References  to a  Person  are  also to such
Person's  predecessors (to the extent  applicable) and permitted  successors and
assigns.

                                   ARTICLE II
                            TERMS OF THE TRANSACTION

      Section  2.01  Purchase  Price.  The  Transferred  Assets  shall  be sold,
assigned, granted, transferred,  conveyed and delivered by the Company and shall
be purchased, acquired and accepted by AVANTCE in consideration for the purchase
price as set forth in Schedule 2.01 (the "Purchase Price").

      Section  2.02  Transfer  of  Assets.  On  and  subject  to the  terms  and
conditions of this  Agreement,  at the Closing,  the Company shall sell,  grant,
convey,  transfer,  assign and deliver to AVANTCE,  and AVANTCE shall  purchase,
acquire and accept  from the  Company,  all of the  Company's  right,  title and
interest  in,  the assets and  rights of the  Company,  other than the  Excluded
Assets,  with such additions thereto or deletions  therefrom as may be permitted
by the  terms  of  this  Agreement  (collectively,  the  "Transferred  Assets"),
including without limitation:

            (a) all of the Company's  right,  title and interest in the Computer
Documentation;

            (b) all of the  Company's  rights  in, to and  under  all  Contracts
relating  to the  Business,  except  for those  Contracts  which  are  listed on
Schedule  3.09,  which  Schedule the parties may mutually agree to amend through
Exhibit C hereto (each an "Assigned  Contract" and  collectively,  the "Assigned
Contracts");

            (c) all  originals or, to the extent  originals  are not  available,
copies of papers, sales and business files and records,  contract records,  test
and design records, product specifications,  drawings, engineering, maintenance,
supplier and customer  lists and other  business  records and documents  used in
connection with the Business,  whether maintained in electronic or physical form
(the "Records");

            (d) the trademarks,  trade names, service marks, trade styles, trade
dress and such  unregistered  rights  as may  exist  through  use,  and  foreign
counterparts  thereof,  owned by the Company and used  primarily in the Business
including as set forth in Schedule  2.02(d) which the parties may mutually agree
to amend through Exhibit F hereto (the "Trademarks");

            (e) all  domestic and foreign  unregistered  patent  rights,  patent
applications,  patent registrations,  letters patent or similar legal protection
issuing  thereon,  and all rights and benefits  under any  applicable  treaty or
convention  held and/or  owned by the Company and used in  conjunction  with the
Business and the RIMS Software, including as set forth in Schedule 2.02(e) which
the  parties  may  mutually  agree  to  amend  through  Exhibit  E  hereto  (the
"Patents");

            (f)  all  domestic  and  foreign  common  law and  statutory  rights
associated with the copyrights, copyright applications,  copyright registrations
and the moral rights that now or hereafter  exist in the RIMS Software,  Records
and Computer Documentation,  including all of the Company's associated copyright
registrations and application, which are set forth in Schedule


                                       7
<PAGE>

2.02(f) which the parties may mutually  agree to amend through  Exhibit D hereto
(the "Copyrights");

            (g)  the   technologies,   trade-secrets,   designs,   improvements,
formulae,  manufacturing methods, practices,  processes, technical data, product
development  data,  research  data,  specifications,  or methods  and  know-how,
whether or not patentable, whether or not a secret and whether or not reduced to
writing that are used in the Business (the "Know-how");

            (h) the Owned Intellectual  Property and all of the Company's right,
title and interest in, to and under the Licensed Intellectual Property;

            (i) the computer software of the Company known as "RIMS",  including
source code,  binary  executable code,  object code,  compilers,  assemblers and
algorithms, (the "RIMS Software");

            (j) with regard to the  Business,  all other  assets,  including any
cash or cash  equivalents,  Accounts  Receivable,  any  and all  Owned  Tangible
Property and all of the Company's right, title and interest in and to all Leased
Tangible  Property,  that are necessary for the Company to conduct its business;
and

            (k) all of the Company's right,  title and interest in, to and under
the Material Permits; and

            (l) the  Transferred  Benefit Plans and the assets  attributable  or
related to any such Transferred Benefit Plans.

            Section  2.03  Assumption  of  Liabilities.  AVANTCE  shall  assume,
undertake to pay,  perform or discharge the  liabilities of the Company,  except
those  liabilities  which  are  excluded  in  Schedule  2.03,(all  of which  are
hereinafter referred to collectively as the "Assumed Liabilities"), all of which
AVANTCE will assume and pay, discharge or perform,  as appropriate,  in a timely
manner as and when required  from and after the Closing  Date:  AVANTCE shall be
under no obligations to assume any  liabilities of the Company that are excluded
in Schedule 2.03,

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      The Company represents and warrants to AVANTCE, that:

      Section  3.01  Organization;  Authority.  The  Company  is duly  approved,
validly  existing and in good standing  under the laws of the State of New York.
The Company has all necessary  corporate  power and authority to operate all its
properties  and to carry  on its  business  as it is now  being  conducted.  The
Company  has all  necessary  corporate  power  and  authority  to sell,  convey,
transfer,  assign and deliver the Transferred  Assets to AVANTCE as contemplated
by this Agreement, and to execute, deliver and perform its obligations hereunder
and under the other Transaction Documents to which it is a party.


                                       8
<PAGE>

      Section 3.02  Authorization of Transaction.  The board of directors of the
Company has duly authorized and approved the  transactions  contemplated by this
Agreement and has resolved that the  transactions  contemplated  hereby are fair
to, advisable and in the best interests of the Company's stockholders. The Major
Shareholders  have irrevocably  agreed to vote all shares owned or controlled by
them in favor of the  transactions  contemplated  by this  Agreement.  The Major
Shareholders  have agreed that they will not vote any shares owned or controlled
by them in favor of any other  competing  offer to purchase either the assets or
stock of the Company.  The affirmative vote (in person or by duly authorized and
valid  proxy at a Company  stockholders'  meeting or by written  consent) of the
holders of two-thirds of the outstanding  shares of each of the Company's common
stock,  in favor  of the  adoption  of this  Agreement  is the only  vote of the
holders  of any class or series  of the  Company's  capital  stock  required  by
applicable law and the Company's organizational  instruments to duly effect such
adoption (the "Company Stockholder  Approval").  Other than the actions required
to obtain the Company Stockholder Approval and filings necessary for the Company
to comply with any applicable  requirements  of the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act")),  the  Company  has taken all action
required by law,  its  articles of  incorporation,  its bylaws or  otherwise  to
authorize  and to  approve  the  execution,  delivery  and  performance  of this
Agreement,  the other Transaction Documents to which it is to be a party and the
documents,  agreements  and  certificates  executed and delivered by it or to be
executed and delivered by it in connection herewith and therewith.

This Agreement is, and each other  Transaction  Document to which the Company is
to be a party,  when  executed and  delivered by the Company at the Closing and,
assuming due  authorization,  execution  and  delivery by AVANTCE,  will be duly
executed and delivered by the Company,  and shall constitute a valid and legally
binding  obligation  of  the  Company,   enforceable  against  the  Company,  in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable  bankruptcy  laws  or  creditors'  rights  generally  or  by  general
principles of equity.  All persons who have executed this Agreement on behalf of
the Company or who will  execute on behalf of the Company any other  Transaction
Document or other documents,  agreements or certificates in connection  herewith
or therewith,  have been duly  authorized  to do so by all  necessary  corporate
action.

      Section 3.03 Consents and Approvals;  No  Violations.  Except for filings,
permits,  authorizations,  consents  and  approvals  as  may be  required  under
applicable law (including, without limitation, filings necessary for the Company
to comply with any  applicable  requirement  of the Exchange  Act),  neither the
execution,  delivery or  performance  of this  Agreement  by the Company nor the
consummation by the Company of the transactions contemplated hereby will require
any filing with,  notice to, or permit,  authorization,  consent or approval of,
any  Governmental  Entity.  Except as set forth on  Schedule  3.03,  neither the
execution,  delivery or  performance  of this  Agreement  by the Company nor the
consummation  by the Company of the  transactions  contemplated  hereby will (a)
conflict  with or  result in any  breach of any  provision  of the  articles  of
association or other organizational  documents of the Company, (b) result in the
creation or imposition of any Liens upon the Transferred Assets, (c) result in a
material  violation  or  material  breach  of,  require  any notice to any party
pursuant to, or constitute (with or without due notice or lapse of time or both)
a  material  default  (or  give  rise to any  right of  termination,  amendment,
cancellation,  acceleration or right of non-renewal or contractually require any
prepayment  or offer to purchase any debt or give rise to the loss of a material
benefit)  under,  any of the terms,  conditions or provisions of any Contract by
which the Transferred Assets may be


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<PAGE>

bound, or (d) violate any order,  writ,  injunction,  decree,  statute,  rule or
regulation applicable to the Company or the Transferred Assets.

      Section  3.04  Financial  Statements;  Other  Financial  Information.  The
financial statements of the Company included in the reports filed by the Company
with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange
Act (including the related  notes)  complied as to form, as of their  respective
dates  of  filing  with  the  SEC,  in all  material  respects  with  applicable
accounting  requirements and the published rules and regulations of the SEC with
respect  thereto,  fairly present the  consolidated  financial  condition of the
Company and its subsidiaries at the dates thereof and the  consolidated  results
of operations and cash flows of the Company and its subsidiaries for the periods
then ended (subject,  in the case of unaudited  statements,  to notes and normal
year-end audit adjustments that were not material in amount or effect).

      Section 3.05 Transferred  Assets.  (a) The Company has good and marketable
title to, or a valid leasehold  interest in, all of the Transferred  Assets. All
such  Transferred  Assets  are free and clear of all Liens  other than (a) Liens
which shall be  discharged or removed by Seller prior to or at Closing and which
are specifically  noted on Schedule 3.05 and (b) such  imperfections of title or
encumbrances,  if any, which are not, individually or in the aggregate, material
in  character,  amount or extent,  and which do not detract  from the value,  or
interfere with the present use, of the  Transferred  Assets  subject  thereto or
affected thereby.

            (b) All of the Tangible Property included in the Transferred  Assets
are in good repair and operating  condition,  reasonable wear and tear excepted.
The RIMS  Software  performs in all material  respects  all of the  functions as
previously  disclosed to AVANTCE in writing and presentations and as outlined in
the relevant product manuals and  presentations in accordance with their written
specifications.

            (c) The Accounts  Receivable included in the Transferred Assets are,
to the  Company's  Knowledge,  good and  collectible  in  accordance  with  past
practices  (less the amount of any  provision,  reserve  or  similar  adjustment
therefor on the books and records of the Company).

      Section  3.06  Intellectual  Property.  (a) The Company has  disclosed  to
AVANTCE or its counsel correct and complete copies of all applications, filings,
licenses,  agreements  and related  correspondence  and documents  embodying the
Company Intellectual Property.

            (b) Except as set forth in Schedule 3.06(b): (i) the Company owns or
has the right to use all of the Company Intellectual  Property necessary for the
Company to conduct its business as presently  conducted,  including the right to
sell and distribute the products of the Company;  (ii) no proceedings  have been
instituted, are pending or, to the best of the Company's Knowledge,  threatened,
which challenge the Company's rights in respect of the aforesaid or the validity
thereof;  (iii) none of the Owned  Intellectual  Property used by the Company is
the subject of any Lien or (except as specifically identified and disclosed in a
Schedule to this Agreement) other agreement granting rights therein to any third
party;  (iv) the Company has not received  notice of any charges of interference
or infringement of any Company Intellectual  Property;  (v) (A) the RIMS product
line does not infringe upon or otherwise violates the Intellectual Property


                                       10
<PAGE>

rights  of  others  and  the  Company  has  not  received  any  claims  of  such
infringements  or  violation;  and (B)to the  Company's  Knowledge,  none of the
Company Intellectual Property are being infringed by others and none are subject
to any outstanding  order,  decree,  judgment,  stipulation or charge;  (vi) the
employees,  consultants and contractors who have been and are engaged to develop
the Company  Intellectual  Property  have been required to sign  assignable  and
legally  binding  confidentiality  and, as  applicable,  assignment-of-invention
and/or  work-for-hire  agreements;  (vii) the Company does not have Knowledge of
any facts or claims which would cause any of the Company  Intellectual  Property
to be invalid;  and (viii) the Owned  Intellectual  Property  was not  developed
under a grant from any Governmental Entity or private source.

            Section 3.07 Operations  Since the Financial  Statements.  Since the
date of the audited 2005 year end financial  statements which have been provided
to AVANTCE, there has not been, and there will not be as of the Closing Date:

            (a) Any  change in the  business,  results  of  operations,  assets,
financial  condition,  or manner of conducting the business of the Company which
has or may be  reasonably  expected  to have a material  adverse  effect on such
business, results of operations, Transferred Assets, or financial condition;

            (b) Any damage,  destruction, or loss (whether covered by insurance)
which has, or may reasonably be expected to have, a material adverse effect upon
any of the Transferred Assets and/or the business operations of the Company;

            (c) Any  amendment  or  termination  by the Company of any  material
Contract,  franchise,  permit,  license or other  agreement  that relates to the
Transferred Assets;

            (d) Except with the prior written consent of AVANTCE,  which consent
shall not be  unreasonable  withheld,  any settlement  resulting in payment or a
promise to make payment by the Company of any  threatened  litigation  or claim,
including  but not limited to, any  settlement  of any  outstanding  issues with
Company's former distributor in the United Kingdom; or

            (e) The imposition of any Lien on the Transferred Assets.

      Section 3.08 Litigation. Except as set forth on Schedule 3.08, there is no
claim,  court recorded  settlement,  suit,  action,  proceeding or investigation
pending, or to the Knowledge of the Company, threatened against or affecting the
Transferred Assets and there is no judgment, decree,  injunction,  rule or order
of any Governmental  Entity or arbitrator  outstanding  against the Company that
could  reasonably  be  expected  to  have  a  material  adverse  effect  on  the
Transferred Assets or could affect the performance of the Company's  obligations
under this Agreement.  The Company is not presently  engaged in any legal action
to recover monies due or damages relating to the Transferred Assets.

      Section 3.09 Additional Assigned Contracts and Commitments.  Schedule 3.09
lists (a) all  distribution  agreements  that the  Company is a party to and the
revenue  associated  with each such  distribution  agreement  applicable  to the
Business  during  the  period  of  the  most  recent  audited  annual  financial
statements of the Company and (b) all the  obligations of the Company to provide
maintenance  and  support to the  Company's  customers.  [Except as set forth on
Schedule


                                       11
<PAGE>

3.09, there is nothing  contained in any customer  agreement that would restrict
or limit  AVANTCE's  ability to establish  the level of  maintenance  fees under
these  agreements.] The Company is not and, to the Knowledge of the Company,  no
other party is, in violation of or in default  under (nor,  to the  Knowledge of
the Company,  does there exist any  condition  which upon the passage of time or
the  giving of notice or both  would  reasonably  be  expected  to cause  such a
violation of or default under) any material  Assigned  Contract to which it is a
party or by which it or any of its properties or assets is bound.  Each Assigned
Contract  constitutes a valid and binding  obligation of the Company and, to the
Knowledge of the Company,  each other party  thereto,  enforceable  against such
other party in accordance with its terms,  except as such  enforceability may be
limited by  applicable  bankruptcy  laws or  creditors'  rights  generally or by
general principles of equity.

      Section 3.10  Compliance  with Laws.  The Company is in  compliance in all
material  respects  with  all  applicable  statutes,  laws,  codes,  ordinances,
regulations,  rules,  Material  Permits,  judgments,  decrees  and orders of any
Governmental  Entity applicable to the Transferred  Assets.  The Company has not
received,  and to the Company's  Knowledge,  there does not exist, any notice of
any  action,  suit,  hearing,  charge or  investigation  to the effect  that the
Transferred Assets are, were or may be in violation of any requirement of law or
any order of any  Governmental  Entity.  The Company has in effect all  material
permits and licenses  necessary for it to own, lease or operate the  Transferred
Assets and to carry on such  business  as now  conducted  (and the  Company  has
timely made  appropriate  filings for issuance or renewal  thereof) and Schedule
3.10  contains a list of all such material  permits and licenses (the  "Material
Permits").

      Section 3.11  Insurance.  The Company  maintains  adequate  insurance with
qualified  insurance  carriers  with respect to liability  and property  loss or
damage as it relates to  Transferred  Assets.  Copies of all such  policies have
been provided to AVANTCE.

      Section 3.12 Transactions with Affiliates. Except as set forth on Schedule
3.12 or otherwise  disclosed  pursuant to this  Article  III: (a) no  Affiliate,
director,  or officer of the Company  owns any interest in any asset or property
(real or  personal,  tangible  or  intangible),  business or  Contract,  used or
intended for use or otherwise  relating to the business  currently  conducted or
proposed to be conducted by the Company  relating to the Transferred  Assets and
(b) there are no  arrangements or agreements  related to the Transferred  Assets
between the  Company,  on the one hand,  and any of its  respective  Affiliates,
directors  or  officers,  on the other  hand,  providing  for the receipt of any
payments or benefits to such  Affiliates, directors or officers

      Section 3.13 Finders or Brokers.  Except as set forth on Schedule 3.13, no
broker,  investment banker, financial advisor or other Person is entitled to any
broker's,  finder's,  financial  advisor's or other similar fee or commission in
connection  with the  transactions  contemplated  by this  Agreement  based upon
arrangements  made by or on behalf of the Company.  The Company  shall be solely
responsible  to pay any fees the named entity  and/or person and any other third
party  related to this  transaction  retained  by  Company.  The  Company  shall
indemnify and hold AVANTCE  harmless from any claims for failure to pay any such
fees.

      Section  3.14  Complete  Disclosure.   None  of  the  representations  and
warranties  made by the Company in this Agreement or made in any  certificate or
other document furnished hereunder will contain any untrue statement of material
fact, or omit to state a material fact necessary in


                                       12
<PAGE>

order  to make  the  statement  contained  herein  or  therein,  in light of the
circumstances under which such statements were made, not misleading.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF AVANTCE

      AVANTCE represents and warrants to the Company, that:

      Section 4.01 Authority. AVANTCE is duly organized, validly existing and in
good standing  under the laws of the State of Delaware,  U.S.A.  AVANTCE has all
necessary  corporate  power and authority to execute and deliver this  Agreement
and the other Transaction Documents to which it is a party and to consummate the
transactions  contemplated  hereby  or  thereby.  The  execution,  delivery  and
performance of this Agreement,  and the other Transaction  Documents to which it
is a party,  by AVANTCE  and the  consummation  by  AVANTCE of the  transactions
contemplated  hereby and  thereby  have been duly  authorized  by all  necessary
corporate action on the part of AVANTCE and no other corporate proceeding on the
part of  AVANTCE  is  necessary  to  authorize  this  Agreement  and  the  other
Transaction  Documents to which it is a party or to consummate the  transactions
contemplated  hereby and thereby to which AVANTCE is a party. This Agreement has
been, and each other Transaction Document to which AVANTCE is to be a party will
be, when executed and delivered by the AVANTCE at the Closing, duly executed and
delivered by AVANTCE and, assuming due authorization,  execution and delivery by
the Company,  constitutes a valid and binding obligation of AVANTCE  enforceable
against AVANTCE in accordance with its terms,  except as such enforceability may
be limited by applicable  bankruptcy laws or creditors'  rights  generally or by
general principles of equity.

      Section 4.02 Brokers. No broker,  investment banker,  financial advisor or
other Person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection  with the  transactions  contemplated by
this Agreement based upon arrangements made by or on behalf of AVANTCE.  AVANTCE
shall be solely  responsible  to pay any fees to any third party related to this
transaction  retained by AVANTCE.  AVANTCE shall  indemnify and hold the Company
harmless from any claims for failure to pay any such fees.

      Section 4.03 No Violation.  The  execution and delivery of this  Agreement
and each Transaction  Document by the signatories  thereto, and the consummation
of the  transactions  contemplated  hereby and thereby and  compliance  with the
terms hereof and thereof does not and will not,  conflict with, or result in any
violation  of or  default  (with or  without  notice or lapse of time,  or both)
under, or give rise to a right of  termination,  cancellation or acceleration of
any obligation or to loss of a material  benefit under or result in the creation
of any Lien of any kind upon any of the  properties or assets of AVANTCE  under,
any provision of (i) the  Articles/Certificate  of  Incorporation  or By-laws of
AVANTCE,  (ii) any note,  bond,  mortgage,  indenture,  deed of trust,  license,
lease,  contract,  commitment  or loan or other  agreement to which AVANTCE is a
party or by which  any of its  properties  or  assets  are  bound,  or (iii) any
judgment,  order, decree, statute, law, ordinance, rule or regulation applicable
to AVANTCE or its property or assets.

      Section  4.04  Financing  Commitment.  AVANTCE  has  received  term sheets
indicating a


                                       13
<PAGE>

willingness to finance the Purchase Price from its lender(s) in connection  with
the purchase of the  Transferred  Assets and does not  anticipate  any issues in
obtaining the necessary  financing to consummate the  Transactions  contemplated
hereby.

      Section  4.05  Complete  Disclosure.   None  of  the  representations  and
warranties  made by AVANTCE in this  Agreement,  or made in any  certificate  or
other document furnished hereunder will contain any untrue statement of material
fact, or omit to state a material fact  necessary in order to make the statement
contained  herein or  therein,  in light of the  circumstances  under which such
statements were made, not misleading.

                                    ARTICLE V
                              CONDITIONS TO CLOSING

      Section 5.01 (a) Conditions to the Obligations of AVANTCE.  The obligation
of AVANTCE to consummate the  transactions  contemplated by this Agreement shall
be  subject  to  the  following  conditions  precedent  (the  "AVANTCE  Purchase
Conditions")  (any of which  may be  waived  in whole or in part in  writing  by
AVANTCE in its sole discretion):

            (i) The  representations  and warranties of the Company set forth in
this Agreement, or in any other document delivered in connection herewith, shall
be true and correct as of the date  hereof and as of the Closing  Date as though
made on or as of such date (except for representations and warranties made as of
a specified date).

            (ii) No court action shall have been  instituted  or  threatened  to
restrain or  prohibit  the  acquisition  by AVANTCE,  or the  conveyance  by the
Company, of the Transferred Assets.

            (iii) The Company shall have  performed and complied with all of its
obligations  under this Agreement  required to be completed prior to Closing and
all documents and  instruments  required to be delivered by the Company shall be
in form and substance reasonably satisfactory to AVANTCE.

            (iv) As of the  Closing,  there shall be no  previously  undisclosed
liabilities of the Company in excess of twenty thousand dollars  ($20,000).  For
the purposes  hereof,  the  liabilities  and obligations of the Company that are
deemed to have been  disclosed  to  AVANTCE,  include  (i)  those  disclosed  on
Schedule 2.03 hereto,  (ii) those disclosed in the Company's  audited  financial
statements for the year ended May 31, 2005,  (iii) those arising in the ordinary
course of business  consistent with past practice under any Assigned Contract or
(iv) those  incurred in the  ordinary  course of business  consistent  with past
practice since May 31, 2005.

            (v) The Company shall have obtained the Company Stockholder Approval
to this Agreement and the transactions contemplated hereby.

            (vi) AVANTCE shall have obtained financing necessary to close the


                                       14
<PAGE>

transactions contemplated by this Agreement.

      (b) Conditions to the  Obligations  of the Company.  The obligation of the
Company to consummate the  transactions  contemplated by this Agreement shall be
subject  to  the  following   conditions   precedent   (the  "Company   Purchase
Conditions")  (any of which may be waived in whole or in part in  writing by the
Company in its sole discretion):

            (i) The  representations and warranties of AVANTCE set forth in this
Agreement,  or in any other document delivered in connection herewith,  shall be
true and correct as of the date hereof and as of the Closing Date as though made
on or as of such date (except for  representations  and warranties  made as of a
specified date).

            (ii) No court action shall have been  instituted  or  threatened  to
restrain or  prohibit  the  acquisition  by AVANTCE,  or the  conveyance  by the
Company, of the Transferred Assets.

            (iii)  AVANTCE  shall have  performed  and complied  with all of its
obligations  under this Agreement  required to be completed prior to Closing and
all  documents and  instruments  required to be delivered by AVANTCE shall be in
form and substance reasonably satisfactory to the Company.

            (iv)  The  Company  shall  have  obtained  the  Company  Stockholder
Approval to this Agreement and the transactions contemplated hereby.

      Section 5.02 Termination. (a) This Agreement may be terminated at any time
prior to Closing as follows:

            (i) by the mutual consent of the Company and AVANTCE;

            (ii) by either  party,  in the event that the Closing does not occur
at or before 5:00 p.m. New York time,  on October 15, 2005;  provided,  however,
that the right to terminate this Agreement  pursuant to this Section  5.02(a)(i)
shall  not be  available  to any  party  whose  failure  to  perform  any of its
obligations under this Agreement results in the failure of the transaction to be
consummated by such time and date;

            (iii) by either party,  in the event the Company fails to obtain the
Company Stockholder Approval;

            (iv) by  AVANTCE,  if the  Company  shall have  breached  any of its
representations,  warranties,  covenants or other  agreements  contained in this
Agreement,  which  breach (X) would give rise to the failure of a condition  set
forth in Section 5.01(a)(i) or (iii), and (Y) is either incapable of being cured
by the  Company  or, if  curable,  is not cured  within 15 days of receipt  from
AVANTCE of written notice thereof; or


                                       15
<PAGE>

            (v) by the  Company,  if  AVANTCE  shall  have  breached  any of its
representations,  warranties,  covenants or other  agreements  contained in this
Agreement,  which  breach (X) would give rise to the failure of a condition  set
forth in Section 5.01(b)(i) or (iii), and (Y) is either incapable of being cured
by AVANTCE  or, if  curable,  is not cured  within 15 days of  receipt  from the
Company written notice thereof.

            (b) In the event of a  termination  of this  Agreement  pursuant  to
Section 5.02, this Agreement  shall forthwith  become void and there shall be no
liability  or  obligation  on the  part  of  AVANTCE  or the  Company  or  their
respective shareholders,  officers or directors; provided, however, that nothing
herein shall  relieve any party for liability for any for any knowing or willful
breach by such party of any of its  representations,  warranties,  covenants  or
agreements  set forth in this  Agreement  or in  respect  of fraud by any party.
Notwithstanding the foregoing,  the provisions of this Section 5.02 and Sections
8.02, 8.03 and 9.01 hereof shall survive any termination of this Agreement.

            (c) In the event that, prior to the date that this Agreement is duly
terminated pursuant to Section 5.02, the Company enters into a transaction under
which  a  third  party  acquires,  or  obtains  an  option  to  acquire,  all or
substantially  all of the capital  stock or assets of the  Company,  the Company
covenants  and  agrees  to pay to  AVANTCE  immediately  upon  entry  into  such
alternative  transaction  the principal sum of three hundred and forty  thousand
dollars  ($340,000) as liquidated  damages to compensate  AVANTCE for its direct
and indirect costs and expenses in connection with the transactions contemplated
by this Agreement,  including  AVANTCE's  management time devoted to negotiation
and  preparation  for  the  transactions  contemplated  by  this  Agreement  and
AVANTCE's loss as a result of such transactions not being consummated.

                                   ARTICLE VI
                                    CLOSING

      Section 6.01 Closing. (a) The closing of all transactions  contemplated by
this Agreement (the  "Closing") will occur and will be deemed to be effective on
the fifth  business day after all  conditions to the Closing have been satisfied
or waived or such other date as the parties  may  mutually  agree (the  "Closing
Date").  All  actions  to be taken at  Closing  will be  considered  to be taken
simultaneously  and no documents  will be considered  to be delivered  until all
documents to be delivered at the Closing have been executed and delivered.

            (b) The following actions will occur at the Closing:

                  (i) An officer of each party will  execute a  certificate,  in
substantially   the  form  attached  hereto  as  Exhibit  G,  stating  that  all
representations and warranties made by such party in this Agreement are true and
complete as of the Closing Date (each, an "Officer Certificate").

                  (ii) The Company will deliver to AVANTCE an opinion of counsel
in form and substance  satisfactory to AVANTCE which shall be  substantially  in
the form attached


                                       16
<PAGE>

hereto as Exhibit H ("Company's Counsel's Letter").

                  (iii) The  Company  shall  execute  and deliver to AVANTCE the
Company's remaining Transaction  Documents,  including the Written Approvals for
Assignment  or  Change-of-Control  under  Annex 1.2 to  Exhibit C, and any other
endorsements and other good and sufficient instruments and documents of transfer
and  assignment,  all  dated as of the  Closing  Date  and in a form  reasonably
satisfactory  to AVANTCE,  as shall be necessary  and  effective to transfer and
assign to and to further vest in AVANTCE all of the Transferred Assets.

                  (iv)  AVANTCE   shall  execute  and  deliver  to  the  Company
AVANTCE's remaining  Transaction  Documents and shall accept each of the Bill of
Sale,  Copyright  Assignment,  Patents Assignment,  Trademark Assignment and the
Company certificates provided for herein.

                  (v)  AVANTCE  shall make a wire  transfer of same day funds in
the amount of the Initial Purchase Price as set forth on Schedule 2.01.

                  (vi) The Company shall, in cooperation with AVANTCE,  take all
steps  reasonably  required to put AVANTCE in actual  possession  and  operating
control of the Transferred Assets.

                  (vii)  Each  of  the  Principal  AVANTCE  Members  shall  have
executed and delivered to the Company a Guaranty Agreement.

                  (viii) The parties  shall also  execute,  if  applicable,  and
deliver  to the  other  party  (A) such  other  certified  charters,  incumbency
certificates,  good  standing  certificates  and  other  instruments  reasonably
requested by the other party and (B) all other documents necessary to effectuate
the transactions contemplated by, and the terms of, this Agreement.

      Section  6.02  Further  Assurances.  From  time to time,  pursuant  to the
request of a party  delivered  to the other party after the Closing  Date,  such
party  shall  execute,  deliver  and  acknowledge  such  other  instruments  and
documents of conveyance  and transfer or  assumption  and, at the expense of the
requesting  party,  shall take such other  actions and shall execute and deliver
such other documents,  certifications  and further assurances as the other party
reasonably may request in order to vest and confirm more  effectively in AVANTCE
title to or to put  AVANTCE  more  fully in legal  possession  of,  or to enable
AVANTCE to use, any of the Transferred Assets, or to enable AVANTCE to complete,
perform or discharge  any of the Assumed  Liabilities  or  otherwise  enable the
parties to carry out the purposes and intent of this Agreement.

                                   ARTICLE VII
                                    COVENANTS

      Section 7.01 Non-Competition. (a) For a period of five (5) years after the
Closing  Date,  the Company and the Major  Shareholders  shall not,  directly or
indirectly,  engage in a business or enterprise that includes the development or
marketing of any competing computer software, and


                                       17
<PAGE>

during such period shall not solicit or attempt to solicit  sales or licenses of
any competing computer  software,  interfere with, disrupt or attempt to disrupt
the  relationship,  contractual or otherwise  between AVANTCE and its customers,
suppliers,  agents, consultants,  officers or employees. This Section 7.01 shall
be enforceable on a worldwide  basis.  For the purposes of this  Agreement,  the
phrase "competing  computer  software" means any software products which has the
same or  substantially  similar  purposes as the RIMS  Software,  which performs
functions substantially similar to the RIMS Software, and the marketing of which
would tend to inhibit licensing or marketing of such software. The provisions of
this Section shall  prevent the Company from  investing its assets in securities
of any  corporation  engaged in business  competitive  to that of the  Business;
provided,  however,  that the Company  shall not be prevented  from owning up to
five percent (5%) of the total shares of all classes of stock outstanding of any
corporation.

            (b) The undertaking of this non-competition  covenant is an integral
part of this transaction and the consideration  paid by AVANTCE pursuant to this
Agreement  shall be  consideration  not only for the purchase of the Transferred
Assets and the other transactions  contemplated by this Agreement,  but also for
the   undertaking  of  this   non-competition   clause.   If  this  covenant  is
unenforceable   in  any   jurisdiction,   it  shall  not  render  the   covenant
unenforceable in any other jurisdiction. If this covenant is deemed too broad in
any jurisdiction, the covenant shall be altered to meet the requirements of that
jurisdiction, but in no event shall the covenant be rendered null and void.

            (c) In consideration of the agreement of the Major  Shareholders set
forth in Section 7.01 and the indemnities of the Major Shareholders set forth in
Section  10.01  Avantce  shall pay to each of the Major  Shareholders  an amount
equal to $76,667. These payments shall be made in four equal installments within
10 days of the end of the first four fiscal  quarters  after the  Closing  Date.
These payments shall be personally  guaranteed by the Principal  AVANTCE Members
pursuant to the Guaranty Agreement.

      Section 7.02 Conduct of Business. From the date hereof to the Closing, the
Company shall carry on its business in the ordinary course  consistent with past
practice. Without limiting the generality of the foregoing, from the date hereof
to the Closing,  the Company shall not (except in the ordinary course consistent
with past practice or unless  AVANTCE shall  otherwise  approve in writing,  and
which  approval  should not be  unreasonably  withheld,  and except as expressly
permitted by this Agreement):

            (a) sell, lease, license,  mortgage or otherwise encumber or subject
to any Lien or otherwise dispose of any of the Transferred Assets;

            (b) modify, amend or terminate any material Contract relating to the
Transferred Assets, or waive, release or assign any rights or claims;

            (c) enter into any  Contact  relating to the  distribution,  sale or
marketing by third parties of the products and services of the Business


                                       18
<PAGE>

            (d) enter into any  settlement  agreement  resulting in payment or a
promise for payment by the Company  relating  to any  threatened  litigation  or
claims,  including but not limited to, any settlement of any outstanding  issues
with Company's former distributor in the United Kingdom; or

            (e)  authorize  any of,  or  commit  or agree  to take  any of,  the
foregoing actions.

      Section 7.03  Transition.  Prior to the Closing Date, the Company will use
commercially  reasonable  efforts to  preserve  for the  benefit of AVANTCE  the
relations  between the Company and its  customers,  suppliers  and other Persons
having  business  relations  with the Company  with  respect to the  Transferred
Assets.

      Section 7.04 Post-Closing  Access to Book and Records.  From and after the
Closing   Date,   AVANTCE   shall  permit  the  Company  and  its  officers  and
representatives  to  have  reasonable  access  to the  facilities  and  property
comprising the Business or the  Transferred  Assets,  to consult with and obtain
the assistance (including,  without limitation,  reasonable travel in connection
with court proceedings) of such of AVANTCE's employees as shall be familiar with
the  relevant  facts  in  connection  with  Tax  and  accounting  matters,   the
prosecution or defense by the Company of claims and proceedings and other legal,
contractual  and  regulatory  matters  and to review  and to have  access to the
books,  files and records  related to the Business for the period  ending on the
Closing  Date  (and the  right to make  copies  thereof  at the  expense  of the
Company) as the Company shall from time to time reasonably request.  The Company
shall  reimburse  any  employee  of  AVANTCE  for  its  out-of-pocket   expenses
reasonably incurred in connection with this Section 7.04.

                                  ARTICLE VIII
                                 NON-DISCLOSURE

      Section  8.01  Publicity.  All  notices  to third  parties  and all  other
publicity  concerning the  transactions  contemplated by this Agreement shall be
jointly planned and coordinated by and between the Company and AVANTCE.  Neither
of the parties shall act  unilaterally  in this regard without the prior written
approval of the other party, which approval shall not be unreasonably withheld.

      Section 8.02 Non-Disclosure of Agreement. Except by mutual agreement or as
may be required to obtain  financing for the  transactions  contemplated by this
Agreement or, the Company Stockholder  Approval, or unless compelled to disclose
by judicial or administrative  process or by other requirements of law, no party
shall disclose any of the terms and  conditions of this Agreement  except as may
be  necessary  to  enforce  its terms,  or as  ordered  by a court of  competent
jurisdiction.

      Section 8.03 Confidentiality. The Company and AVANTCE acknowledge that any
information  that it has  learned  about the  other  during  the  course of this
transaction is confidential and may contain valuable  proprietary  trade secrets
and,  accordingly,  its use and  disclosure,  must be strictly  controlled.  All
parties, their officers,  directors,  employees,  and other representatives will
hold any  information  in  strict  confidence  and will  not use,  disclose,  or
proliferate  any  information  derived about the other during the course of this
transaction prior to the date of


                                       19
<PAGE>

Closing.  After the date of the  Closing,  the Company  shall not  disclose  any
information  learned about AVANTCE or the Transferred Assets without the written
approval of AVANTCE,  unless compelled to disclose by judicial or administrative
process or by other  requirements  of law.  Notwithstanding  the foregoing,  the
following information regarding any party shall not be deemed to be confidential
information subject to the provisions of this Section 8.03: information publicly
known or generally  known in the industry of the Business  through no act of the
disclosing party,  information  obtained from independent  sources,  information
required to be  disclosed  to the  disclosing  party's  representatives  for the
purposes of this  transaction or information  known by the disclosing party on a
non-confidential basis prior to the disclosure to such party.

                                   ARTICLE IX
                              ADDITIONAL AGREEMENTS

      Section  9.01 Costs and  Expenses.  Each of the  parties  shall pay all of
their respective  costs and expenses  incurred or to be incurred by each of them
in negotiating  and preparing this Agreement and in closing and carrying out the
transactions  contemplated  by this Agreement  provided,  however,  that AVANTCE
shall pay to the  Company  an amount  equal to the  costs  and  expenses  of the
Company's  third party  advisors  incurred in connection  with the  transactions
contemplated by this Agreement,  not to exceed $150,000 in the aggregate, in the
event of a termination of this Agreement pursuant to Section 5.02 (a) (v).

      Section  9.02 Bulk Sales Law. The parties  hereby waive the other  party's
compliance  with the  provisions of Article 6 of the Uniform  Commercial  Code -
Bulk  Transfers and the Bulk Sales Act and any other  applicable  United States,
state or provincial bulk sales act or statute, if applicable.

      Section 9.03 Employees; Benefit Plans.

            (a) Employees.  AVANTCE shall offer employment,  effective as of the
Closing Date,  to all officers  (other than any Major  Shareholder),  employees,
agents and consultants of the Company employed  primarily in connection with the
Business (the "Business  Employees")  who are employed as of the Closing on such
terms and conditions  generally  comparable to those in effect immediately prior
to the  Closing.  Each such  Business  Employee who accepts  AVANTCE's  offer of
employment  effective  as of the  Closing  Date shall be referred to herein as a
"Transferred  Employee".  Nothing herein shall,  or shall be construed to, limit
AVANTCE's  right at any time to  terminate  the  employment  of any  Transferred
Employee or to amend or terminate any employee  benefit plan or otherwise change
terms and conditions of employment of any Transferred Employee.

            (b) Employee Benefits.

            (i)  The  parties  agree  that,  to  the  extent  permissible  under
applicable  law,  AVANTCE  shall be a  successor  employer  for  purposes of the
Federal Insurance  Contributions Act, as codified at 26 U.S.C. ss.ss. 3101-3128,
the Federal  Unemployment  Tax Act, as codified at 26 U.S.C.  ss.ss.  3301-3311,
and, if AVANTCE so elects, under any applicable state workers


                                       20
<PAGE>

compensation and unemployment  compensation  laws. The Company agrees to provide
AVANTCE with such wage,  tax and other  information  with respect to Transferred
Employees as AVANTCE may reasonably require for such purposes.

            (ii) AVANTCE shall assume and be bound by, obligated and responsible
for any and all duties, responsibilities,  commitments, expenses, obligations or
liabilities  of the Company  relating to the  Business (or which may be asserted
against or imposed upon AVANTCE as a successor or  transferee  of the Company as
an acquirer of the Business or the  Transferred  Assets or otherwise as a matter
of law) which arise from, or relate to, any Transferred Benefit Plan,  including
the Transferred Benefit Plans, liabilities for salaries,  wages, sick pay, COBRA
continuation  coverage  or benefits  under any other  employee  benefit  plan or
arrangement,  workers  compensation  or  unemployment  insurance  premiums,  tax
withholding, occupational injury, illness or disability, or claims arising under
any employment,  labor or discrimination  laws whether payable prior to or after
the Closing.

            (iii) The parties agree to furnish each other with such  information
concerning  Business  Employees and Transferred  Benefit Plans,  and to take all
such other action,  as is necessary and  appropriate to effect the  transactions
contemplated by this Section 9.03.

                                    ARTICLE X
                                 INDEMNIFICATION

      Section  10.01  Indemnification  by the Company.  The Major  Shareholders,
personally, jointly and severally, shall be liable for, shall indemnify AVANTCE,
and its officers, directors,  Affiliates and employees for, shall hold harmless,
protect and defend AVANTCE and its officers, directors,  Affiliates or employees
from and against,  and shall  reimburse  AVANTCE,  and its officers,  directors,
Affiliates  and  employees  for,  any and all of  AVANTCE's  Damages;  provided,
however, that the foregoing  indemnification  obligation shall only be available
in the event and to the  extent  that  AVANTCE's  Damages  exceed  $50,000,  and
provided  further,  that the total amount of AVANTCE's Damages for which AVANTCE
may be indemnified  pursuant this Article X shall not exceed  $2,500,000 for any
Intellectual  Property claim and $500,000 for any other claims, in the aggregate
regardless of whether the Company receives any insurance  proceeds covering such
Damages and net of any tax benefits to AVANTCE.

      Section  10.02  Indemnification  by AVANTCE.  AVANTCE shall be liable for,
shall  indemnify  the  Company,  and its  officers,  directors,  Affiliates  and
employees  for,  shall hold  harmless,  protect  and defend the  Company and its
officers,  directors,  Affiliates  and  employees,  from and against,  and shall
reimburse the Company,  and its officers,  directors,  Affiliates  and employees
for, any and all of the Company's Damages.

      Section  10.03  Matters  Involving  Third  Parties,  Etc. (a) If any legal
proceeding  shall  be  instituted,  or any  claim or  demand  made,  against  an
indemnified  party or a party which  proposes to assert that the  provisions  of
this Article X apply (the "Indemnified Party") such Indemnified Party shall give
prompt  written  notice of the claim to the party  obliged  or  alleged to be so
obliged so to indemnify such Indemnified Party (the "Indemnitor").  The omission
so to notify, or notify promptly,  such Indemnitor,  however,  shall not relieve
such Indemnitor from any duty to


                                       21
<PAGE>

indemnify which otherwise might exist with regard to such claim unless (and only
to the extent  that) the  omission  to notify,  or notify  promptly,  materially
prejudices  the ability of the  Indemnitor  to assume the defense of such claim.
After any Indemnitor has received notice from an Indemnified  Party that a claim
has been asserted  against such  Indemnified  Party, the Indemnitor shall within
thirty  (30) days pay to the  Indemnified  Party the  amount of such  Damages in
accordance  with  and  subject  to the  provisions  of this  Section;  provided,
however,  that no such  payment  shall be due  during  any  period  in which the
Indemnitor  is  contesting  in good  faith  either its  obligation  to make such
indemnification or the amount of Damages payable,  or both. After any Indemnitor
has received  notice from an  Indemnified  Party that a claim has been  asserted
against it by a third party,  the Indemnitor  shall have the right,  upon giving
written notice to the  Indemnified  Party, to participate in the defense of such
claim and to elect to assume the defense  against the claim, at its own expense,
through  the  Indemnified  Party's  attorney  or an  attorney  selected  by  the
Indemnitor and approved by the  Indemnified  Party,  which approval shall not be
unreasonably  withheld.  If the  Indemnitor  fails to give prompt notice of such
election,  then the Indemnitor shall be deemed to have elected not to assume the
defense of such claim and the  Indemnified  Party may defend  against  the claim
with its own attorney.

            (b) If the  Indemnitor  so elects to  participate  in the defense of
such claim or to assume the defense against a claim,  then the Indemnified Party
will cooperate and make available to the  Indemnitor  (and its  representatives)
all  employees,  information,  books and records in its  possession or under its
control  which  are  reasonably  necessary  or useful  in  connection  with such
defense;  and if the  Indemnitor  shall have  elected to assume the defense of a
claim, then the Indemnitor shall have the right to compromise and settle in good
faith  any  such  claim   provided  such  release  or  settlement   contains  an
unconditional  release of the  Indemnified  Party.  If such  conditions  are not
satisfied and such unconditional release not obtained,  then the Indemnitor will
not  compromise or settle such action,  suit,  proceeding,  or claim without the
prior  written  consent of the  Indemnified  Party,  which  consent shall not be
unreasonably withheld or delayed. If the Indemnitor is conducting the defense of
a claim,  the Indemnified  Party may retain separate  co-counsel at its cost and
expense and participate in such defense.

            (c) If the Indemnitor  does not elect to assume or is deemed to have
elected  not to assume the defense of a claim then:  (i) the  Indemnified  Party
shall have the right to conduct such defense;  (ii) the Indemnified  Party shall
have the right to compromise and to settle, in good faith, the claim without the
prior  consent  of  the  Indemnitor;  (iii)  the  Indemnitor  will  periodically
reimburse the Indemnified Party for costs (including reasonable legal fees); and
(iv) if it is ultimately  determined that the claim of loss which shall form the
basis of such judgment or settlement is one that is validly an obligation of the
Indemnitor that elected not to assume the defense, then such Indemnitor shall be
bound by any ultimate  judgment or settlement as to the existence and the amount
of the claim and the  amount  of said  judgment  or  settlement  (including  the
attorneys'  fees,  costs  and  expenses  of  defending  such  claims)  shall  be
conclusively  deemed for all  purposes of this  Agreement  to be a liability  on
account of which the Indemnified Party is entitled to be indemnified  hereunder,
subject  to any  limits on the right to be so  indemnified  hereunder.  Upon the
determination of liability under and subject to Section 9.01 or 9.02 hereof, the
appropriate party shall within thirty (30) days of such  determination,  pay the
amount of such claim.


                                       22
<PAGE>

      Section 10.04 Credits Against Future Payment.  If AVANTCE is determined to
be entitled to indemnification by the Major Shareholders under the terms of this
Agreement,  then AVANTCE shall first credit such amount for which it is entitled
to indemnification  against any payments (if any such payments are due and owing
at that time),  which it may be required to make to the Company  pursuant to the
Promissory Note.

                                   ARTICLE XI
                                  MISCELLANEOUS

      Section  11.01   Notices.   All  notices,   requests,   demands  or  other
communications  hereunder  shall be in  writing,  hand  delivered  or  mailed by
certified  mail,  return  receipt  required,  or by overnight  courier,  receipt
signature   required  or  by  facsimile   transmission   with   verification  of
transmission  received by the sender,  to each party at the address that follows
or at such other place as any party may, by written  notice to the other parties
hereto, direct:


                                       23
<PAGE>

                  Addresses for the Company:

Prior to the Closing:

                  Irwin Balaban
                  Chief Executive Officer
                  511 Ocean Avenue
                  Massapequa, New York 11758
                  Facsimile: 516-795-6933

After the Closing:

                  c/o Irwin Balaban
                  17 Fairbanks Boulevard
                  Woodbury, New York 11797
                  Facsimile: 516-367-9588

In each case, with a copy to:

                  Pryor Cashman Sherman & Flynn LLP
                  Attn: Eric Hellige, Esq.
                  410 Park Avenue
                  New York, New York 10022
                  Facsimile: 212-326-0806

                  Address for AVANTCE:

                  Kristi Kennedy
                  Jon Scheumann
                  508 Ashley Way
                  Peachtree City, GA 30269
                  Facsimile: 240 368-4874

                  Addresses for the Major Shareholders:

                  Mr. Irwin Balaban
                  17 Fairbanks
                  Boulevard Woodbury, New York 11797
                  Facsimile: 516-367-9588

                  Mr. Lawrence Klein
                  P.O. Box 232
                  67 Fairview Road
                  Monterey, Massachusetts 01245


                                       24
<PAGE>

                  Mr. Herbert Goldman
                  68 Beaumont Drive
                  Plainview, New York 11803

In each case, with a copy to:

                  Pryor Cashman Sherman & Flynn LLP
                  Attn: Eric Hellige, Esq.
                  410 Park Avenue
                  New York, New York 10022
                  Facsimile: 212-326-0806

      Any such notice, when sent in accordance with the provisions hereof, shall
be deemed to have been given and received (a) on the day personally delivered or
faxed  (with  confirmation)  or (b) on the  second  day after the day  overnight
delivered or (c) on the fifth day following the date mailed.

      Section 11.02  Modification and Waiver/Entire  Agreement.  This Agreement,
and the exhibits,  schedules and other documents referenced herein,  constitutes
the entire  Agreement  between the  parties  pertaining  to the  subject  matter
contained  herein  and  supersedes  all  prior and  contemporaneous  agreements,
representations and understanding of the parties. No supplement, modification or
amendment of this Agreement  shall be binding unless  executed in writing by the
parties.  No waiver of any of the provisions of this Agreement  shall be deemed,
or shall  constitute,  a waiver of any  other  provision  nor  shall any  waiver
constitute a continuing  waiver.  No waiver shall be binding unless  executed in
writing by the party making the waiver.

      Section 11.03 Counterparts.  This Agreement may be executed simultaneously
in one or more counterparts,  including telecopy facsimiles, each of which shall
be deemed an original,  but all of which together  shall  constitute one and the
same Agreement.

      Section  11.04  Rights of  Parties.  Nothing  in this  Agreement,  whether
express or implied,  is  intended  to confer any rights or remedies  under or by
reason of this  Agreement on any Persons other than the parties hereto and their
respective  successors,  heirs,  executors and assigns,  nor is anything in this
Agreement  intended to relieve or discharge  the  obligation or liability of any
third persons to any party to this  Agreement,  nor shall any provision give any
third  persons any right of  subrogation  or action over or against any party to
this  Agreement;  provided,  however,  that in the event the Company assigns the
Promissory Note to any third Person established for the benefit of the Company's
shareholders  on the  Closing  Date,  such third  Person  shall have such rights
hereunder and under the Promissory  Note as have been assigned by the Company to
such third Person.


                                       25
<PAGE>

      Section 11.05 Successor Liability.  This entire Agreement shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
successors, heirs, executors and assigns.

      Section  11.06   Specific   Performance.   Each  of  the  parties   hereto
acknowledges that the rights, benefits and obligations of such party pursuant to
this Agreement are unique and that no adequate  remedy exists at law if any such
party shall fail to perform  any of its  obligations  hereunder,  and each party
therefore  confirms  and  agrees  that  each  such  party's  right  to  specific
performance  is  essential  to  protect  the  interests  of each  party  hereto.
Accordingly,  each party hereby agrees that each party shall, in addition to any
other  remedies  which the parties may have  hereunder or at law or in equity or
otherwise, have the right to have all obligations,  undertakings, agreements and
other  provisions of this Agreement  specifically  performed by each other party
hereto.  Notwithstanding  any breach or default by any of the  parties of any of
their representations, warranties, covenants or agreements under this Agreement,
if the transactions contemplated by it shall be consummated at the Closing, each
of the parties  waives any rights that it may have to rescind this  Agreement or
the transactions contemplated hereby; provided,  however, that this waiver shall
not affect any other  rights or remedies  available  to the  parties  under this
Agreement or under applicable law.

      Section 11.07 Costs. If any legal action or other proceeding is brought or
any  Dispute  arising  regarding  the  enforcement  or  interpretation  of  this
Agreement or because of an alleged Dispute, breach, default or misrepresentation
in connection  with any of the provisions of this  Agreement,  the successful or
prevailing  party  shall be  entitled  to recover  reasonable  costs,  including
attorney's fees, incurred in that action or proceeding, in addition to any other
relief to which it may be entitled.

      Section 11.08 Taxes. All sales, use, transfer and purchase taxes and fees,
if any,  arising out of the transfer of the Transferred  Assets pursuant to this
Agreement  shall be shared  equally by the Company and AVANTCE.  The Company and
AVANTCE  agree  to  cooperate   with  each  other  and  to  file  all  necessary
documentation (including,  without limitation,  all tax returns) with respect to
such amounts in a timely manner.

      Section 11.09 Assignability.  This Agreement may not be assigned by either
party without the prior written consent of the other party hereto, which consent
shall not be unreasonably withheld.

      Section 11.10  Severability  of Provisions.  If any  provision,  or a part
thereof,  of this  Agreement  is  prohibited,  unenforceable  or  invalid  under
applicable  law, then the provision or part thereof shall be  ineffective to the
extent  of such  prohibition,  unenforceability  or  invalidity  under  such law
without affecting the  enforceability or validity of such provision in any other
jurisdiction  and without  invalidating the remainder of such provision or other
provisions of this Agreement.

      Section  11.11  Cooperation  of  Parties.  Each party  shall give its full
cooperation to the other in achieving and fulfilling the terms of this Agreement
and to that end each party shall give all consents and  information  and execute
all such documents as may reasonably be required to so


                                       26
<PAGE>

fulfill  and  achieve  these  purposes,  including  such as may be  required  by
governmental laws or regulations.

      Section 11.12 Survival;  Remedies. All representations and warranties,  of
the parties contained in this Agreement, or any instrument, certificate, opinion
or other  writing  provided for in it, shall survive the Closing for a period of
one year (the  "Survival  Period").  Notwithstanding  anything  to the  contrary
contained  herein,  the parties  acknowledge and agree that the  indemnification
provisions  contained in Article X hereof shall be the sole and exclusive remedy
for Company's  Damages or AVANTCE's  Damages,  as the case may be. Expiration of
the  Survival  Period  shall not affect the rights of any party under  Article X
hereof in respect of any  specific  claim for Damages  made in writing by such a
party and received by the other party prior to such expiration.

      Section 11.13 Mediation; Arbitration;  Governing Law. (a) If any disputes,
claims or controversies  arise in connection  with,  pursuant to, or related to,
this  Agreement  ("Disputes"),  the  parties  agree  to use  their  commercially
reasonable  efforts to have their  respective  management  resolve  such Dispute
within a  reasonable  time  through  negotiations  and  efforts by the  affected
parties. If such Dispute cannot be resolved by negotiation, the parties agree to
subject  the Dispute to a sole  mediator  selected  by the  parties,  or, if the
parties are unable to agree to the sole  mediator,  the parties  agree to submit
the Dispute to mediation under the rules of the American Arbitration Association
("AAA").  If not thus resolved,  within ninety (90) days after the conclusion of
mediation,  the  Dispute  will be  referred  to  arbitration  under an  arbitral
tribunal  composed  of an  agreed  upon  number  of  arbitrators  by the  AAA in
accordance with the rules of the AAA.

            (b) The  place  of  mediation  or  arbitration  shall  beWilmington,
Delaware, U.S.A.

            (c) This Agreement shall be governed and construed  according to the
laws of the State of Delaware,  excluding conflict of laws principles,  provided
that any Dispute relating to the validity or effect of this arbitration  clause,
or to any arbitration arising  thereunder,  shall be governed by the arbitration
law of the arbitral situs.

            (d) The award may grant any relief  appropriate under the applicable
law,   including   without   limitation   declaratory   relief  and/or  specific
performance. However, the parties agree that notwithstanding the applicable law,
the arbitral  tribunal shall not be empowered to award punitive  damages against
either party.

            (e) Nothing  contained  in this  arbitration  clause  shall  prevent
either party from seeking  conservatory  or interim  measures  from the arbitral
tribunal  or courts of  competent  jurisdiction.  Such  limited  recourse to the
courts  shall be in  furtherance  of the  arbitration  and shall not  affect the
jurisdiction  of the  arbitral  tribunal  to  determine  the  Dispute,  claim or
controversy at issue.

            (f) In the event that any  Dispute  arises  under both this  present
Agreement  and any other  agreement,  document  or  instrument  executed  by the
parties in connection with the transactions  contemplated  hereby, such Disputes
shall be resolved in a consolidated proceeding


                                       27
<PAGE>

by a single arbitral  tribunal  appointed by the AAA. The parties recognize that
Disputes involving AVANTCE, the Company and a third party may not necessarily be
consolidated  with such  proceeding  without  the  consent of such third  party.
However,  the parties agree to consolidation of such Disputes with the principal
arbitration if the third party agrees.

            (h) The  parties  shall  disclose  and  produce  to each  other  all
documents  on which they  intend to rely in the  arbitration  and all  documents
directly relevant to claims or defenses in the case. The arbitral tribunal shall
have the power to order production of such documents.

            (i) The  parties  hereby  agree there shall be no right of appeal to
any court on the merits of any Dispute.

            (j)  Judgment  on the  award  may be  entered  in any  court  having
jurisdiction over the award or any of the parties or their assets.

                            [signature page follows]


                                       28
<PAGE>

IN WITNESS WHEREOF,  this Asset Purchase Agreement has been duly executed by the
parties hereto as of the day and year first above written.

AVANTCE RSI, LLC


By:    /s/ Jonathan D. Scheumann
       -------------------------------
Name:  Jonathan D. Scheumann
Title: Managing Director


ROBOCOM SYSTEMS INTERNATIONAL, INC.


By:    /s/ Irwin Balaban
       -------------------------------
Name:  Irwin Balaban
Title: Chief Executive Officer

Major Shareholders for the purposes of Section 7.01 and Article X


/s/ Irwin Balaban
--------------------------------------
Irwin Balaban


/s/ Lawrence Klein
--------------------------------------
Lawrence Klein


/s/ Herbert Goldman
--------------------------------------
Herbert Goldman


                                       29