<PAGE>   1

                         AGREEMENT OF PURCHASE AND SALE





          This Agreement of Purchase and Sale ("Agreement") is made and entered
into as of this 13th day of January, 1997, by and between ALPHA MICROSYSTEMS, a
California corporation ("Seller"), and PACIFIC TRIANGLE SOFTWARE, INC., a
California corporation ("Buyer").


                                R E C I T A L S :


          A. Seller provides software and hardware sales and support to the
institutional food service marketplace (the "Food Service Business").

          B. Seller desires to sell certain assets which are part of its Food
Service Business as more specifically defined hereinbelow to Buyer, and Buyer
desires to purchase such assets of Seller upon the terms and conditions set
forth herein.

                                    AGREEMENT

          In consideration of their respective representations, warranties and
agreements contained herein, the Parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          1.01 Accounts Receivable. The term "Accounts Receivable" herein shall
mean those accounts receivable relating to the Food Service Business that comply
with all of Seller's representations and warranties in Section 3.07.

          1.02 Agreement. The term "Agreement" herein shall refer to this
"Agreement of Purchase and Sale."

          1.03 Annual Payments. The term "Annual Payments" herein is defined in
Section 2.04(a)(ii).

          1.04 Assigned Contracts. The term "Assigned Contracts" herein shall
mean those contracts and outstanding bids expressly assigned to and assumed by
Buyer and described on Exhibit "B" hereto (and the business and goodwill related
thereto).

          1.05 Assumed Liabilities. The term "Assumed Liabilities" is defined in
Section 2.02 hereof. 



                                  EXHIBIT 2.1


<PAGE>   2


          1.06 Buyer. The term "Buyer" herein shall refer to Pacific Triangle
Software, Inc., a California corporation.

          1.07 Closing or Closing Date. The term "Closing" or "Closing Date"
herein is defined in Section 7.02 hereof.

          1.08 Customer Lists. The term "Customer Lists" herein is defined in
Section 3.03 hereof.

          1.09 Earnout. The term "Earnout" is defined in Section 2.04(b) hereof.


          1.10 Food Service Business. The term "Food Service Business" herein is
defined in Recital A.

          1.11 Insolvency Proceeding. The term "Insolvency Proceeding" herein
shall mean any proceeding commenced by or against any person or entity under any
provision of the United States Bankruptcy Code, as amended, or under any other
bankruptcy or insolvency law, including assignments for the benefit of
creditors, formal or informal moritoria, compositions, extensions generally with
creditors, or proceedings seeking reorganization, arrangements or other relief.

          1.12 Intellectual Property. The term "Intellectual Property" shall
mean (a) any patent, patent application, copyright (whether registered or
unregistered), copyright application, mask work, mask work application, trade
secret, know-how, customer list, system, computer software, computer program,
invention, design, blueprint, engineering drawing, proprietary product,
technology, proprietary right or intangible asset relating to the Panda
Business; (b) the proprietary rights in the Trademarks; and (c) any right to use
or exploit any of the foregoing.

          1.13 Inventory. The term "Inventory" herein shall mean the inventory
described in Exhibit "H".

          1.14 Maintenance Commissions. The term "Maintenance Commissions" shall
mean all amounts due Buyer by Seller for the referral of hardware maintenance
customers who execute hardware maintenance agreements with Seller's AMSO
Division, based upon Seller's standard commission policy.

          1.15 Net Software License Fees. The term "Net Software License Fees"
shall mean the gross license fees received by Buyer from the license of the
Panda Software, less the amount of any commissions paid to non-employee third
parties or any credits or returns granted to distributors or end users of the
Panda Software.

          1.16 OEM Contracts. The term "OEM Contracts" refers to those contracts
described as such on Exhibit "B".

          1.17 OEM Contract Payments. The term "OEM Contract Payments" shall
refer to all amounts payable to Seller, or to Buyer as Seller's assignee, under
the OEM Contracts.


                                       2


<PAGE>   3




          1.18 Panda Business. The term "Panda Business" shall mean the business
related to the sale and support of the Panda Software.

          1.19 Panda Software. The term "Panda Software" refers to the software
developed by Seller which is commonly known by that name and marketed by Seller
to the institutional food service business as such software is further described
on Exhibit "M".

          1.20 Panda Revenues. The term "Panda Revenues" is defined in Section
2.04(a)(ii)(B).

          1.21 Prepaid Revenue. The term "Prepaid Revenue" herein is defined as
cash received by Seller prior to Closing for services to be provided under
Assigned Contracts subsequent to the Closing.

          1.22 Purchase Price. The term "Purchase Price" herein is defined in
Section 2.03 hereof.


          1.23 Purchased Assets. The term "Purchased Assets" herein is defined
in Section 2.01 hereof.

          1.24 Seller. The term "Seller" herein will refer to Alpha
Microsystems, a California corporation.

          1.25 Software Support Contracts. The term "Software Support Contracts"
herein will refer to all software support contracts pursuant to which Seller has
agreed to provide software support services for the Panda Software as further
described on Exhibit "B".

          1.26 Tools and Equipment. The term "Tools and Equipment" herein shall
mean the tools and equipment described in Exhibit "I".

          1.27 Trade Payables. The term "Trade Payables" herein is defined in
Section 2.08 hereof.

          1.28 Trademarks. The term "Trademarks" herein shall mean the
trademarks described in Exhibit "A" and the goodwill related thereto.

                                   ARTICLE II

                                PURCHASE AND SALE

          2.01 Purchase and Sale. At the Closing, and subject to all of the
other terms and conditions set forth herein, Seller shall sell, transfer,
convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, its
entire right, title and interest in and to those assets of Seller's Food Service
Business which are described on Exhibit "A" (the "Purchased Assets"). It is
understood that the Purchased Assets shall not include the corporate charter,
seal, minute books, financial records, stock transfer books or other records
relating to the organization and existence





                                       3


<PAGE>   4


of Seller, or any other assets not specifically set forth on Exhibit "A". The
Purchased Assets include all Intellectual Property developed or used by Seller
in the conduct of the Panda Business.

          The entirety of the Purchased Assets shall be conveyed free and clear
of all liens, trusts, encumbrances, charges, claims, security interests or other
interests, conditional sales agreements and all other restrictions, except as
contemplated by and set forth in the contracts listed on Exhibit "B".

          2.02 Assumption of Liabilities.

                    (a) Subject to the terms and conditions of this Agreement,
          Buyer shall assume and become responsible only for the following
          liabilities (collectively, the "Assumed Liabilities").

                              (i) All liabilities arising from actions or
                    omissions occurring in the operation of the Panda Business
                    after 5:00 p.m. on January 10, 1997, of any kind or nature
                    whatsoever;

                              (ii) All service and support obligations relating
                    to the Assigned Contracts incurred prior to 5:00 p.m. on
                    January 10, 1997 but to be rendered or delivered after 5:00
                    p.m. on January 10, 1997;

                              (iii) All continuing obligations of Seller under
                    the Assigned Contracts arising after 5:00 p.m. on January
                    10, 1997 and all liabilities of the Buyer for any breach,
                    act or omission arising after 5:00 p.m. January 10, 1997
                    under the Assigned Contracts; and

                              (iv) The Trade Payables listed on Exhibit "G".

                    (b) Except as expressly set forth in Sections 2.02(ii) and
          (iv) above, Buyer shall not assume or become responsible for, any
          liability arising out of any action, event, condition or omission
          taken or caused by Seller or any of their predecessors in interest,
          agents or affiliates at any time, or arising from, occurring, or
          existing in respect of the Panda Business or its operations prior to
          5:00 p.m. on January 10, 1997 and, except as expressly set forth above
          Seller shall remain liable for any and all liabilities or obligations
          (whether known or unknown, whether absolute or contingent, whether
          liquidated or unliquidated, whether due or to become due, and whether
          claims with respect thereto are asserted before or after the Closing)
          of Seller which are not Assumed Liabilities (collectively, the
          "Retained Liabilities"). Retained Liabilities include, without
          limitation:

                              (i) All liabilities, of any kind or nature
                    whatsoever, incurred in connection with the Panda Business
                    prior to or arising out of or related to any action or
                    circumstance before 5:00 p.m. on January 10, 1997, except as
                    expressly set forth in Sections 2.02(ii) and (iv) above;

                              (ii) All service, support and other obligations
                    under the Assigned Contracts, and all liabilities for any
                    breach, act or omission by Seller or





                                       4

<PAGE>   5


                    any circumstance or cause of action accruing or existing
                    prior to 5:00 p.m. on January 10, 1997;

                              (iii) All liabilities of Seller for costs and
                    expenses incurred by Seller in connection with this
                    Agreement or the consummation of the transactions
                    contemplated by this Agreement;

                              (iv) All Seller's liabilities or obligations under
                    this Agreement or any other agreement entered into by the
                    parties in connection herewith;

                              (v) Any and all warranty claims based on the
                    performance of the Panda Software accruing or existing prior
                    to 5:00 p.m. on January 10, 1997; and

                              (vi) Any claim by SNAP System alleging that the
                    Panda Software violates any third party rights, including,
                    without limitation, copyright, patent, trade secret and
                    trademark rights or that the Panda Software constitutes
                    unfair competition or interference with prospective economic
                    advantage.

          2.03 Purchase Price. Buyer shall deliver as the purchase price
("Purchase Price") for the Purchased Assets:

                    (a) the sum of Four Hundred Thousand Dollars ($400,000);
          plus

                    (b) such additional amounts as may be due pursuant to
          Section 2.04(b) below (the "Earnout").

          2.04 Payment of Purchase Price. Buyer shall deliver the Purchase Price
to Seller as follows:

                    (a) Guaranteed Purchase Price. Buyer shall deliver to Seller
          the sum of Four Hundred Thousand Dollars ($400,000) as follows:

                              (i) Initial Payment. Buyer shall deliver to Seller
                    at the Closing the sum of One Hundred Thousand Dollars
                    ($100,000) by cashier's check or wire transfer (the "Initial
                    Payment").

                              (ii) Subsequent Annual Payments.

                                            (A) Buyer shall deliver additional
                           payments ("Annual Payments") as follows, on or before
                           the date due:


<TABLE>
<CAPTION>
 

                        Date Due             Amount Due
                        --------             ----------

                      <S>                    <C>

                     January 1, 1998:            $40,000
                                              
                     January 1, 1999:            $50,000

</TABLE>







                                       5
<PAGE>   6


<TABLE>
 

                      <S>                    <C>
                     January 1, 2000:            $60,000
                                              
                     January 1, 2001:            $70,000
                                              
                     January 1, 2002:            $80,000

</TABLE>

                                   
                              (B) Buyer shall pay to Seller as due or received
                    (i) all amounts due Buyer as Maintenance Commissions through
                    January 1, 2002; (ii) all amounts received as OEM Contract
                    Payments through January 1, 2002; and (iii) ten percent
                    (10%) of all Net Software License Fees received by Buyer
                    through January 1, 2002 (collectively referred to as the
                    "Panda Revenues"), up to an aggregate of Three Hundred
                    Thousand Dollars ($300,000). To the extent the Maintenance
                    Commissions, OEM Contract Payments and amounts due of Panda
                    Revenues delivered by Buyer to Seller do not equal or exceed
                    the amounts due as Annual Payments through the due date of
                    the next Annual Payment, Buyer shall deliver the difference
                    to Seller on or before the next due date by wire transfer or
                    cashier's check. To the extent the Maintenance Commissions,
                    OEM Contract Payments and amounts due of Panda Revenues
                    delivered by Buyer to Seller exceed the amount due as the
                    next Annual Payment, they shall be applied to the next and
                    subsequent Annual Payments, until the total amount of Three
                    Hundred Thousand Dollars ($300,000) due as Annual Payments
                    has been delivered to Seller.

                              Buyer hereby assigns to Seller all rights to
                    receive such Maintenance Commissions and OEM Contract
                    Payments directly. To the extent Buyer receives any such
                    payments during any calendar quarter, Buyer agrees to
                    deliver such payments to Seller within thirty (30) days
                    after the end of such calendar quarter. Buyer agrees to
                    execute an Assignment of OEM Contract Payments in the form
                    of Exhibit "C" and an Assignment of Commissions in the form
                    of Exhibit "D" to reflect such assignments.

                              Buyer shall deliver the ten percent (10%) of Panda
                    Revenues due Seller received each calendar quarter within
                    thirty (30) days after the end of that calendar quarter.
                    Late payments shall be subject to a late payment charge from
                    the date due until paid equal to one and one-half percent
                    (1-1/2%) per month, or if lower, the highest rate permitted
                    by law.

                    (b) Earnout. In addition to the Four Hundred Thousand
          Dollars ($400,000) which shall be delivered pursuant to Section
          2.04(a) above, with respect to amounts that become due to Buyer
          following the payment by Buyer to Seller of all of the Annual
          Payments, Buyer shall pay for the Purchased Assets up to an additional
          Six Hundred Thousand Dollars ($600,000) (the "Earnout") as follows:

                    (i) Buyer shall pay to Seller:





                                       6

<PAGE>   7


                              (A) fifty percent (50%) of all amounts due Buyer
                    as Maintenance Commissions through January 1, 2002;

                              (B) ten percent (10%) of all amounts due Buyer as
                    OEM Contract Payments through January 1, 2002; and

                              (C) ten percent (10%) of the Net Software License
                    Fees received by Buyer.

                    (ii) Buyer shall pay the amounts due under (B) and (C) as
          well as any amounts due under (A) received by Buyer within thirty (30)
          days after the end of the calendar quarter in which Buyer receives
          such amounts. Buyer hereby assigns to Seller the rights to receive
          fifty percent (50%) of Maintenance Commissions due Buyer by Seller so
          long as amounts are due Seller under this Section 2.04(b). Late
          payments shall be subject to a late payment charge from the date due
          until paid equal to one and one-half percent (1-1/2%) per month, or if
          lower, the highest rate permitted by law.

          (c) Adjustment to Purchase Price. The parties agree that the Purchase
Price is premised on the book value of:

                    (i) the Accounts Receivable and the Inventory, in the
          aggregate, less

                    (ii) the Trade Payables and the Prepaid Revenue, in the
          aggregate,

         equaling One Hundred Thirty One Thousand Dollars ($131,000) (the "Book
         Value"). To the extent said Book Value is greater than $131,000, the
         Purchase Price shall be increased by the excess amount, and the
         increase in the Purchase Price shall be delivered with the initial
         payment at the Closing. To the extent said Book Value is less than
         $131,000, the Purchase Price shall be reduced by the difference, and
         the initial payment delivered at the Closing shall be reduced
         accordingly. Following the Closing, the parties shall follow the
         procedures set forth in Exhibit "N" with respect to collection of the
         Accounts Receivable and any adjustment to the Purchase Price as a
         result of a change in Book Value.

          2.05 Security. Buyer agrees to grant Seller a security interest in the
Purchased Assets as well as all extensions and proceeds thereof to secure
Buyer's obligations hereunder, and shall sign a Security Agreement in the form
of Exhibit "E" as well as appropriate UCC-1 Financing Statements to evidence
same.

          2.06 Sales Tax and Other Tax Liability. Buyer shall pay or cause to be
paid all taxes, duties, imposts, levies, fees and other governmental exactions
imposed upon or arising out of this Agreement and the consummation of the
transactions contemplated hereunder.

          2.07 Allocation of Purchase Price; Reporting Requirements. For tax
purposes the Parties hereby agree to (i) allocate the Purchase Price payable
hereunder in accordance with





                                       7


<PAGE>   8


Exhibit "F" hereto; and (ii) timely file Internal Revenue Purchased Form 8594,
Asset Acquisition Statement, and otherwise report the transactions set forth
herein in accordance with such allocations and with the provisions of Internal
Revenue Code Section 1060 and comparable provisions of state law.

          2.08 No Assumption of Liabilities Excepting Assigned Contracts and
Trade Payables. Effective as of 5:00 p.m. on January 10, 1997, Buyer expressly
assumes the Assigned Contracts and the obligation to pay the Trade Payables and
agrees to perform all obligations thereunder.

          2.09 Right of Seller to Audit. Seller shall have the right, for the
sole purpose of determining whether the full amount due Seller as Earnout has
been delivered, to audit Buyer's books and records. Audits shall be conducted
not more than once in any twelve (12) month period. If any audit reveals that
Buyer has underpaid Seller, then Buyer shall immediately deliver any
underpayments. If any audit discloses underpayment of greater than five percent
(5%) of amounts paid for such period, Buyer shall reimburse Seller its
reasonable costs of such audit.

                                   ARTICLE III

              REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER

                  As an inducement to Buyer to enter into this Agreement, Seller
rIepresents and warrants to Buyer, and as to covenants agrees with Buyer, as of
the date of execution of this Agreement and as of the Closing Date, as follows:

          3.01 Organization. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of California, and has
all requisite power and authority (corporate and other) to own its properties,
to carry on its business as now being conducted, to execute and deliver this
Agreement and the agreements contemplated herein and to consummate the
transactions contemplated hereby.

          3.02 Authority. All corporate action necessary to authorize and
approve the execution and performance of this Agreement by Seller has been
taken, and this Agreement constitutes a valid and binding agreement of Seller,
enforceable in accordance with its terms. No authorizations, consents or
approvals, whether of governmental bodies, creditors or otherwise, are necessary
in order to enable Seller to enter into and perform this Agreement, excepting as
will be obtained by Seller prior to the Closing. As of the Closing, consummation
of the transactions herein contemplated will not conflict with or result in a
breach of any of the terms or provisions of any agreement or instrument to which
Seller is a party or by which Seller may be bound or to which any of the
property or assets of Seller is subject, the Certificate of Incorporation or
Bylaws of Seller, or any statute or any order, decree, judgment, award, rule or
regulation applicable to Seller of any court or arbitrator or of any regulatory
authority or other governmental body having jurisdiction over Seller, or result
in the creation or imposition of any lien, charge or encumbrance upon any of the
Purchased Assets.






                                       8
<PAGE>   9


          3.03 Customer Lists. The customer lists delivered to Buyer at the
Closing ("Customer Lists") shall constitute all of Seller's records (other than
accounting records) as to the names, addresses and telephone numbers of
customers to which Seller has licensed the Panda Software or for whom Seller has
provided bids which continue as outstanding.

          3.04 Inventory. The Inventory is in all material respects of good and
marketable quality, free from material defects. Seller warrants that it has good
title to the Inventory.

          3.05 Proprietary Rights and Warranty Claims.

                    (a) Seller has good, valid and marketable title to the
          Intellectual Property of Seller, free of all liens and other
          encumbrances, and has a valid right to use all Intellectual Property.
          Seller is the exclusive owner of all Intellectual Property.

                    (b) The Panda Software and associated documentation are
          original works of authorship. Exhibit "M" correctly sets forth all
          patents, Trademarks and copyrights included as part of the
          Intellectual Property.

                    (c) Seller has taken all commercially reasonable and
          customary measures and precautions necessary to protect and maintain
          the confidentiality and secrecy of all Intellectual Property (except
          such Intellectual Property whose value would be unimpaired by public
          disclosure) and otherwise to maintain and protect the value of all
          such Proprietary Assets. Seller has not (other than pursuant to the
          OEM contracts listed in Exhibit "B") disclosed or delivered to any
          individual or entity, or permitted the disclosure or delivery to any
          individual or entity of (i) the source code, or any portion or aspect
          of the source code, of the Panda Software, or (ii) the object code, or
          any portion or aspect of the object code of the Panda Software (other
          than pursuant to nonexclusive licenses to end users pursuant to the
          end user license agreements listed on Exhibit "M" in the ordinary
          course of business, copies of which have been provided to Buyer.

                    (d) Seller is not infringing, misappropriating or making
          unlawful use of, and Seller has not at any time infringed,
          misappropriated or made any unlawful use of, or received any notice or
          other communication (in writing or otherwise), except from SNAP System
          of any actual, alleged, possible or potential infringement,
          misappropriation or unlawful use of any proprietary asset owned or
          used by any other third party. To Seller's knowledge, no third party
          is infringing, misappropriating or making any unlawful use of the
          Intellectual Property.

                    (e) The Panda Software conforms in all material respects
          with any specification, documentation, performance standard,
          representation or statement made or provided with respect thereto by
          or on behalf of Seller.

                    (f) The Intellectual Property constitutes all the
          proprietary assets necessary, in Seller's reasonable judgment, to
          enable Buyer to conduct the Panda Business in the manner in which such
          business has been and is being conducted. Seller has not licensed any
          of the Intellectual Property on an exclusive basis and Seller has not
          entered




                                       9

<PAGE>   10


          into any covenant not to compete or contract limiting its ability to
          exploit fully any of the Intellectual Property or to transact the
          Panda Business in any market or geographical area or with any third
          party, except as set forth in the OEM Agreements.

                    (g) All current and former employees of Seller involved in
          the development, modification, marketing or servicing of the Panda
          Software have executed and delivered to Buyer an agreement (containing
          no exceptions to or exclusions from the scope of its coverage) that is
          substantially identical to the forms of Confidential Information and
          Invention Assignment Agreements previously delivered to Buyer and all
          current and former consultants and independent contractors to Seller
          involved in the development, modification, marketing or servicing of
          the Panda Software have executed and delivered to Buyer an agreement
          (containing no exceptions to or exclusions from the scope of its
          coverage) that is substantially identical to the form of Consultant
          Confidential Information and Invention Assignment Agreement previously
          delivered to Buyer. To Seller's knowledge, no employee or independent
          contractor of Seller is in violation of any term of any employment
          contract, patent disclosure agreement or any other contract or
          agreement relating to the relationship of any such employee or
          independent contractor with Seller.

                    (h) To Seller's knowledge, no product liability claims have
          been communicated in writing to or threatened against Seller.

          3.06 Trademarks. The Trademarks included in the Purchased Assets shall
be limited to the trademark "PANDA. Right From The Start". The Purchased Assets
shall not include the right to use the slogan "Right From the Start" separately,
but only when used with the trademark "PANDA. Right From The Start".

          3.07 Bona Fide Accounts Receivable. The Accounts Receivable are bona
fide existing obligations. Seller has not received notice of any actual or
imminent Insolvency Proceeding of any account debtor listed on Exhibit "L".

          3.08 Tools and Equipment. The tools and equipment included in the
Purchased Assets (the "Tools and Equipment") shall include all tools and
equipment described on Exhibit "I". The Tools and Equipment are delivered to and
accepted by Buyer "AS IS". Seller warrants that it has good title to the Tools
and Equipment.

          3.09 Software Support Contracts. Seller is not in default under any of
the Software Support Contracts described on Exhibit "B" and has performed all of
the obligations under them which are or will be required to be performed prior
to 5:00 p.m. on January 10, 1997.

                  3.10 Employees. Seller agrees that Buyer shall have the right
to solicit and hire effective upon the Closing those employees of Seller listed
on Exhibit "J". Seller makes no representations or warranties as to whether any
of such employees will accept Buyer's offer of employment. Buyer shall have no
liability for any termination costs or liability for any termination costs or
liabilities arising by reason of the termination for any such employees, as
employees of Seller.







                                       10
<PAGE>   11


          3.11 Prepaid Revenue. Except as Seller has listed on Exhibit "K",
Seller has not received any Prepaid Revenue.

          3.12 Accounts Receivable. The Accounts Receivable are owned by Seller
and represent valid obligations for the dollar amount shown on the books of
Seller. Seller has no notice of any dispute of any Account Receivable nor of the
bankruptcy or insolvency of any pay or of any Account Receivable.

          3.13 Survival of Representations and Warranties. The covenants,
representations, warranties and agreements by Seller contained in this Agreement
shall survive the Closing Date, provided the representations and warranties (but
not the covenants) shall terminate and expire on the close of business on the
second anniversary of the Closing Date and shall be of no force or effect
thereafter, except with respect to any claim with respect thereto under Section
9.02 of this Agreement, written notice of which shall have been delivered to
Seller on or prior to the second anniversary of the Closing Date.

          3.14 Disclosure. No statements by Seller contained in this Agreement,
its exhibits and schedules nor any of the lists, statements, documents or
information set forth in or attached to or to be delivered pursuant to this
Agreement, contain any untrue statement of material fact or omits to state a
material fact necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances under which they were made.

                                   ARTICLE IV

               REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF BUYER

          As an inducement to Seller to enter into this Agreement, Buyer
represents and warrants to Seller, and as to covenants herein agrees with
Seller, as of the date of execution of this Agreement and as of the Closing
Date, as follows:

          4.01 Incorporation. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of California.

          4.02 Authority. All corporate action necessary to authorize and
approve the execution and performance of this Agreement by Buyer has been taken,
and this Agreement constitutes a valid and binding agreement, enforceable
against Buyer in accordance with its terms. No authorizations, consents or
approvals, whether of governmental bodies, creditors or otherwise, are necessary
in order to enable Buyer to enter into and perform this Agreement. Consummation
of the transactions herein contemplated will not conflict with or result in a
breach of any of the terms or provisions of any agreement or instrument to which
Buyer is a party or by which Buyer may be bound or to which any of the property
or assets of Buyer is subject, the Certificate of Incorporation or Bylaws of
Buyer, or any statute or any order, decree, judgment, award, rule or regulation
applicable to Buyer of any court or arbitrator or of any regulatory authority or
other governmental body having jurisdiction over Buyer.







                                       11

<PAGE>   12



          4.03 Brokers or Finders. Buyer has not entered into any agreement or
incurred any obligation, directly or indirectly, for the payment of any broker's
commissions or finder's fees in connection with this Agreement.

          4.04 Financial Resources. Buyer has sufficient financial resources to
be able to reasonably expect that it will be capable of fulfilling its
obligations hereunder.

          4.05 Survival of Representations and Warranties. The covenants,
representations, warranties and agreements contained in this Agreement by Buyer
shall survive the Closing Date, provided the representations and warranties (but
not the covenants) shall terminate and expire on the close of business on the
second anniversary of the Closing Date and shall be of no force or effect
thereafter, except with respect to any claim with respect thereto under Section
9.02 of this Agreement, written notice of which shall have been delivered to
Buyer on or prior to the second anniversary of the Closing Date.

          4.06 Confidentiality. Buyer acknowledges that it will in the course of
its due diligence prior to the Closing have access to and obtain confidential,
nonpublic, proprietary information of Seller. Buyer agrees to maintain such
confidential, nonpublic, proprietary information of Seller as confidential, not
to disclose it prior to the Closing to any other person or entity, and not to
use it prior to the Closing. To the extent such confidential, nonpublic,
proprietary information of Seller is not included in the Purchased Assets,
Seller agrees to maintain such confidential, nonpublic, proprietary information
of Seller as confidential both before and after the Closing, not to disclose it
either before or after the Closing to any other person or entity, and not to use
it either before or after the Closing.

                                    ARTICLE V

                          OBLIGATIONS PRIOR TO CLOSING

          5.01 Conduct of Business. Until the Closing Date, Seller shall conduct
its business with respect to the Purchased Assets only in the ordinary course of
business, and Seller shall use all reasonable efforts to preserve intact its
business with respect to the Purchased Assets, including, without limitation,
the following:

                    (a) maintaining its relationship with any person or entity
          having business relationships with such business and performing all of
          its obligations under the OEM Contracts and the Software Support
          Contracts;

                    (b) paying when due all assessments, fees or charges
          applicable to the Purchased Assets;

                    (c) not selling, disposing of, transferring or alienating
          any of the Purchased Assets or mortgaging, pledging, subject to a lien
          or security interest or otherwise encumbering any of the Purchased
          Assets;



                                       12

<PAGE>   13


                    (d) not incurring any indebtedness, liability or other
          obligation, contingent or otherwise with respect to the Purchased
          Assets, except as otherwise provided in this Agreement;

                    (e) not entering into any new contracts or agreements or
          committing to any business proposals or arrangements relating to the
          Purchased Assets; or

                    (f) complying in all material respects with all laws and
          regulations applicable to such business.

                                   ARTICLE VI

                         CONDITIONS PRECEDENT TO CLOSING

          6.01 Conditions Precedent to the Performance of Seller's Obligations.
The obligations of Seller to sell the Purchased Assets pursuant to this
Agreement are subject, at the option of Seller, to the fulfillment on or before
the Closing Date of each of the following conditions:

                    (a) Compliance with Terms. At the Closing Date, all of the
          terms, conditions and agreements herein to be complied with and
          performed by Buyer at or before the Closing Date shall have been
          complied with or performed in all material respects.

                    (b) Accuracy of Representations and Warranties. Seller shall
          not have acquired information that there is any material error,
          misstatement or omission in any of the representations or warranties
          made herein by Buyer. The representations and warranties made by Buyer
          in this Agreement shall be correct and complete at and as of the
          Closing Date, with only those exceptions which have been approved in
          writing by Seller.

                    (c) Delivery of Required Items. Buyer shall have delivered
          all items set forth in Section 8.02 below.

                    (d) Transaction Legal. There shall be no order, decree or
          ruling by any court or governmental agency or threat thereof or any
          other fact or circumstance which might prohibit or render illegal the
          transactions contemplated by this Agreement.

                    (e) Lender Consent. The consent of Seller's primary lender
          shall have been obtained.

          6.02 Conditions Precedent to the Performance of Buyer's Obligations.
The obligations of Buyer to purchase the Purchased Assets pursuant to this
Agreement are subject to the fulfillment on or before the Closing Date of each
of the following conditions:

                    (a) Compliance with Terms. At the Closing Date, all of the
          terms, conditions and agreements herein to be complied with and
          performed by Seller at or






                                       13
<PAGE>   14


          before the Closing Date shall have been complied with or performed in
          all material respects.

                    (b) Accuracy of Representations and Warranties. Buyer shall
          not have acquired information that there is any material error,
          misstatement or omission in any of the representations or warranties
          made herein by Seller. The representations and warranties made by
          Seller in this Agreement shall be correct and complete at and as of
          the Closing Date, subject only to those exceptions which have been
          approved in writing by Buyer, in its sole and absolute discretion.

                    (c) Transaction Legal. There shall be no order, decree or
          ruling by any court or governmental agency or threat thereof or any
          other fact or circumstance which might prohibit or render illegal the
          transactions contemplated by this Agreement.

                    (d) Delivery of Required Items. Seller shall have delivered
          all items set forth in Section 8.01 below.

                                   ARTICLE VII

                                   TERMINATION

          7.01 Termination. This Agreement may be terminated and abandoned at
any time:

                    (a) by mutual written consent of Buyer and Seller;

                    (b) by Buyer, on the Closing Date, if any one or more of the
          conditions precedent to its obligations herein shall not have been
          fulfilled or waived in writing by Buyer, if any required delivery
          pursuant to Section 8.01 has not been made; and

                    (c) by Seller, on the Closing Date, if any one or more of
          the conditions precedent to its obligations herein shall not have been
          fulfilled or waived in writing by Seller or if any required delivery
          pursuant to Section 8.02 has not been made.

          7.02 Closing. Provided that all of the conditions to Closing have been
fully satisfied or waived, the transactions contemplated by this Agreement shall
be consummated at a closing to be held at the offices of Seller on January 13,
1997 (the "Closing Date") at 12:00 noon; Pacific Daylight Time, or at such other
place or time as shall be mutually agreed upon in writing between Buyer and
Seller (the "Closing").

                                  ARTICLE VIII

                              DELIVERIES AT CLOSING

          8.01 Deliveries of Seller. At the Closing, Seller shall deliver to
Buyer all of the following:




                                       14

<PAGE>   15

                    (a) Bill of Sale. Originally executed bill of sale and other
          instruments for the Purchased Assets of Seller in such form as in each
          case is reasonably satisfactory to Buyer.

                    (b) Blanket Assignment. Blanket assignment by Seller to
          Buyer of all right, title and interest to the Assigned Contracts as
          well as such other assignments which Buyer reasonably believes are
          necessary to vest in Buyer all of Seller's right, title and interest
          in and to the Purchased Assets.

                    (c) Customer Lists. The Customer Lists.

                    (d) Assigned Contracts. The original or a true and correct
          copy of each Assigned Contract.

                    (e) Purchased Assets. Possession of the Purchased Assets.

          8.02 Deliveries of Buyer. At the Closing, Buyer shall deliver to
Seller all of the following:

                    (a) Initial Payment. The initial payment;

                    (b) Assignment of OEM Contract Payments. The executed
          Assignment of OEM Contract Payments in the form of Exhibit "C";

                    (c) Assignment of Commissions. The executed Assignment of
          Commissions in the form of Exhibit "D"; and

                    (d) Security Agreement. A Security Agreement in the form of
          Exhibit "E", a UCC-1 Financing Statement executed by Buyer evidencing
          the security interest granted therein, and such other documents as
          Seller reasonably believes are necessary to perfect its security
          interest in the Purchased Assets.

                                   ARTICLE IX

                     POST-CLOSING COVENANTS; INDEMNIFICATION

          9.01 Non-Compete. During the period commencing on the Closing Date and
continuing until three (3) years after such Closing Date ("Non-Compete Period"),
Seller shall not, directly or indirectly, as an owner of any equity, legal,
beneficial or other interest, or otherwise, or on its own behalf, develop or
provide to any other person or entity, any service, support or product which
competes in any material respect with the Panda Business. For these purposes
"competes" shall mean that (1) the service, support or product offers or has the
same, or similar features and specifications, or (2) a customer of the Panda
Business would purchase such service, support or product as a reasonable
substitute for those offered by the Panda Business.





                                       15

<PAGE>   16

          9.02 Indemnification by Buyer and Seller.

                    (a) Indemnification by Seller. Seller hereby agrees to
          indemnify and hold Buyer, its officers, directors, shareholders,
          employees, agents, advisers, affiliates, associates and any successors
          thereto harmless from all claims, loss, damages, liability and expense
          of any kind (including, without limitation, reasonable attorneys' fees
          and expenses in connection with the contest of any claim and interest
          on any claim) which Buyer may incur or sustain by reason of the fact
          that (i) Seller should breach or fail to comply with any of the terms,
          conditions, covenants or agreements or any exhibits attached hereto or
          any of them contained herein, (ii) any representations or warranties
          made by Seller in this Agreement should prove to be false or
          erroneous, (iii) any claims, actions, suits, investigations or
          proceedings, pending or threatened, are or have been made or commenced
          by, against, involving, arising out of, relating to or affecting any
          part of the Purchased Assets or Seller's operation of its business,
          with respect to any obligation of Seller arising pursuant to the
          Retained Liabilities, or (iv) any action, arbitration, suit,
          proceeding, compromise, settlement, assessment or judgment arising out
          of or incidental to any of the matters indemnified against in this
          Section 9.02(a); provided, however, that Seller shall not be obligated
          to indemnify Buyer and hold it harmless with respect to any settlement
          of a claim to which Seller has not consented, which consent by Seller
          shall not unreasonably be withheld.

                           (b) Indemnification by Buyer. Buyer hereby agrees to
         indemnify and hold Seller, its officers, directors, shareholders,
         employees, agents, advisers, affiliates and associates and successors
         thereto harmless from all loss, liability and expense (including
         without limitation, reasonable attorneys' fees and expenses in
         connection with the contest of any claim and interest on any claim)
         which Seller may incur or sustain by reason of the fact that (i) Buyer
         should breach or fail to comply with any of the terms, conditions,
         covenants or agreements or any exhibits attached hereto, or any of them
         contained herein, (ii) any representations or warranties made by Buyer
         in this Agreement should prove to be false or erroneous, (iii) any
         claims, actions or suits, are commenced by, against, involving, arising
         out of Buyer's performance or nonperformance of any obligations of
         Buyer arising pursuant to the Assumed Liabilities, (iv) any failure of
         Buyer to promptly pay when due any of the Trade Payables, (v) any
         claims, actions, suits, investigations or proceedings are made
         involving or arising out of the operation by Buyer of the business of
         Seller acquired hereunder, or the sale, transfer or other disposition
         by Buyer of all or any part of the Purchased Assets, from and after the
         Closing Date, or (vi) any action, suit, proceeding, compromise,
         settlement, assignment, judgment or arbitration arising out of or
         incidental to any of the matters indemnified against in this Section
         9.02(b); provided, however, that Buyer shall not be obligated to
         indemnify a Seller Indemnified Party and hold it harmless under this
         Section 9.02(b) with respect to any settlement of a claim to which
         Buyer has not consented, if such consent has not been unreasonably
         withheld.

                           (c) Right to Defend. If the facts giving rise to any
         such indemnification shall involve any actual claim or demand by any
         third party against a party entitled to indemnification hereunder
         (referred to hereinafter as an "Indemnified Party"), the indemnifying
         party shall be entitled to notice of and entitled (without prejudice to
         the right






                                       16

<PAGE>   17


          of any Indemnified Party to participate at its own expense through
          counsel of its own choosing) to defend or prosecute such claim at its
          expense and through counsel of its own choosing if it gives written
          notice of its intention to do so no later than the time by which the
          interests of the Indemnified Party would be materially prejudiced as a
          result of its failure to have received such notice; provided, however,
          that if the defendants in any action shall include both the
          indemnifying party and Indemnified Party, and the Indemnified Party
          shall have reasonably concluded that counsel selected by the
          indemnifying party have a conflict or additional defenses, the
          Indemnified Party shall have the right to select separate counsel to
          participate in the defense of such action on its own behalf, at the
          expense of the indemnifying party. The Indemnified Party shall
          cooperate fully in the defense of such claim and shall make available
          to the indemnifying party pertinent information under its control
          relating thereto.

          9.03 Payment of Indemnification Obligation. Seller hereby agrees that
any claim for indemnification by Buyer under this Article IX or under any other
provision of this Agreement may, at Buyer's option, be set off against any of
Buyer's obligations to make any remaining payments to Seller under this
Agreement, including, without limitation, the payments set forth in Section 2.03
of this Agreement.

          9.04 Proprietary Information. Seller shall hold in confidence, and use
its best efforts to have all of Seller's officers, directors, shareholders, and
personnel, as appropriate, hold in confidence, all knowledge and information of
a secret or confidential nature with respect to the Panda Business or the
Purchased Assets and shall not disclose, publish or make use of the same without
the consent of Buyer for a period of three (3) years after the Closing Date,
except to the extent that such information (1) is now, or hereafter becomes,
through to act or failure to act on the part of Seller, generally known or
available; (2) is hereafter furnished to Seller by a third party which is
entitled to disclose it to Seller, or (3) has been approved in writing, for
release by Buyer. Seller agrees that the remedy at law for any breach of this
Section 9.04 would be inadequate and that Buyer may be entitled to injunctive
relief in addition to any other remedy available to Buyer.

          9.05 Further Assurances. From time to time after the date hereof, at
Buyer's request and without further consideration, Seller will execute and
deliver such other further instruments of conveyance, assignment, transfer and
consent, and take such other action as Buyer may reasonably request in order to
more effectively carry out the intent and purpose of this Agreement, to
establish and protect the rights created or intended to be created in favor of
Buyer hereunder, and to establish and perfect Buyer's title to the Purchased
Assets.

          9.06 Buyer to Act as Agent for Seller. This Agreement shall not
constitute an agreement to assign any claim, contract, license, lease,
commitment, sales order, purchase order or permit if any attempted assignment of
the same without the consent of the other party thereto or the issuer thereof
would constitute a breach thereof or in any way affect the rights of Seller or
Buyer thereunder. If such consent is not obtained or if any attempted assignment
would be ineffective or would affect the Seller's rights thereunder so that
Buyer would not in fact receive all such rights, then Buyer shall act as agent
for Seller in order to obtain for Buyer the benefits thereunder.






                                       17
<PAGE>   18


          9.07 Buyer Appointed Special Attorney-in-Fact for Seller. Effective at
the Closing Date and except as otherwise limited below, Seller hereby
constitutes and appoints Buyer, its successors and assigns, the true and lawful
attorney of Seller, in the name of either Buyer or Seller (as the Buyer shall
determine in its sole discretion) but for the benefit and at the expense of
Buyer (except as otherwise herein provided), exclusively for the purposes of (a)
instituting and prosecuting all proceedings which the Buyer may deem proper in
order to collect, assert or enforce any claim, right or title of any kind in or
to any of the Purchased Assets as provided for in this Agreement; (b) defending
or compromising any and all actions, suits or proceedings in respect of any of
the Purchased Assets, and to do all such acts and things in relation thereto as
Buyer shall deem advisable; and (c) taking all action which Buyer may reasonably
deem proper in order to provide for Buyer the benefits under any of the
Purchased Assets where any required consent of another party to the sale or
assignment thereof to Buyer pursuant to this Agreement shall not have been
obtained. The Seller acknowledges that the foregoing powers are coupled with an
interest and shall be irrevocable. The foregoing provisions of this Section 9.07
shall be applicable only if the Seller, upon first being notified in writing by
the Buyer of a circumstance set forth in clauses (a), (b) or (c) of this Section
9.07 giving rise to a requirement by the Seller to institute or prosecute a
proceeding pursuant to (a), to defend or compromise an action, suit or
proceeding pursuant to (b) or to take action as provided in (c), fails to take
appropriate action within thirty (30) days of such notification or within such
shorter period as may be required to take action.

          9.08 Preferred Hardware Maintenance Provider. Buyer hereby appoints
Seller, effective upon the Closing, as its preferred hardware maintenance
service provider for Buyer's customers. Buyer agrees (i) to issue a press
release and send to all of its customers within sixty (60) days after the
Closing a joint announcement with Seller, in a form approved by Buyer, in
Buyer's sole discretion, that Seller is Buyer's sole preferred hardware
maintenance service provider for hardware installations; and (ii) to recommend
Seller as its sole preferred hardware maintenance service provider for hardware
installations.

          9.09 Software Support. To assist Buyer with Buyer's assumption of the
ownership of the Panda Software, Seller agrees to provide Buyer the services set
forth in Exhibit "O".

          9.10 Transfer. Buyer agrees that, other than granting exclusive and
nonexclusive licenses to third parties in the ordinary scope of Buyer's
business, Buyer shall not transfer Buyer's interest in and to the Panda Software
to a third party without Seller's consent prior to the payment to Seller of the
Four Hundred Thousand Dollar ($400,000) guaranteed purchase price set forth in
Section 2.04(a). Buyer further agrees that for the period of time during which
the Earnout may be due to Seller pursuant to the terms of Section 2.04(b), Buyer
shall only transfer all of Buyer's right, title and interest in and to the Panda
Software to a third party under terms and conditions that obligate such third
party to comply with the obligations of Sections 2.04(b).

          9.11 Source Code License. The parties agree to negotiate in good faith
the terms of a license to the source code for the Panda Software as necessary to
enable Seller to fulfill the support obligations set forth in Section 9.09.






                                       18

<PAGE>   19

          9.12 Trademark Usage and Amendment. Buyer agrees that to the extent
the portion of the Trademarks that consist of the slogan "Right From The Start"
can be deleted from the Trademarks without substantial negative impact on Buyer,
that Buyer will (i) discontinue within eighteen (18) months the use of that
portion of the Trademarks from marketing and other materials using the name
"Panda", and (ii) make such filings or amendment and take such steps as Seller
shall reasonably request, at Seller's expense, or as Buyer may elect, at
Seller's expense not to exceed Four Thousand Dollars ($4,000), to register the
mark Panda without the slogan "Right from the Start". Buyer acknowledges that
Seller has advised Buyer that Seller has independently registered and used the
mark "Right from the Start" since 1984 in connection with its general business
operations.

                                    ARTICLE X

                               GENERAL PROVISIONS

          10.01 No Public Disclosure. Seller shall not disclose the terms of
this Agreement without the prior written consent of Buyer except to (i)
accountants or legal representatives with a need to know who agree to maintain
the confidentiality of such information or (ii) as required by law.
Notwithstanding the foregoing, Seller may disclose information about this
Agreement to the extent required under the Securities Exchange Act of 1934, as
amended.

          10.02 Notification of Changes. Each party will promptly notify the
other in writing of the existence or happening of any material fact, event or
occurrence which may tend to alter the accuracy or completeness of any
representation or warranty contained in this Agreement.

          10.03 Notices. Except as otherwise expressly provided herein, any
notice herein required or permitted to be given shall be in writing and shall be
personally served or sent by overnight courier, by registered mail or certified
mail, postage prepaid, or by prepaid telex, telecopy or telegram and shall be
deemed to have been given when such writing is received by the intended
recipient thereof. For the purposes hereof, the addresses of the parties hereto
(until notice of a change thereof served as provided in this Section 10.02)
shall be as follows:


        If to Seller:             Alpha Microsystems
                                  2722 South Fairview Street
                                  Santa Ana, California 92704
                                  ATTN: Chief Financial Officer
                                  Fax No.: (714) 641-7678


       With a copy               Allen, Matkins, Leck, Gamble & Mallory LLP
       to:                       515 South Figueroa Street, 7th Floor
                                 Los Angeles, California 90071
                                 ATTN: Debra Dison Hall, Esq.
                                 Fax No: (213) 620-8816



  
                                       19

<PAGE>   20



       If to Buyer:              Pacific Triangle Software, Inc.
                                 3182 Campus Drive, Suite 322
                                 San Mateo, CA  94403
                                 ATTN: David L. Swank
                                 Fax No.: (408) 395-7290

       With a copy               Gray Cary Ware & Freidenrich
       to:                       400 Hamilton Avenue
                                 Palo Alto, CA  94301
                                 ATTN:  Mark F. Radcliffe, Esq.
                                 Fax No.: (415) 327-3699

          10.03 Entire Agreement. This Agreement, together with its Exhibits,
constitutes the entire understanding between the parties with respect to the
subject matter hereof, superseding all negotiations, prior discussions and
preliminary agreements, express or implied. This Agreement may not be changed
except in writing executed by Buyer and Seller.

          10.04 Attorneys' Fees. In the event of a bringing of an action or suit
by a party hereto against the other party hereunder arising out of or related to
this Agreement, including, without limitation, the indemnification provisions,
the party in whose favor final judgment is entered shall be entitled to have and
recover from the other party all Costs (as defined below), all of which shall be
deemed to have accrued upon the commencement of such action. Any judgment or
order entered in such action shall contain a specific provision providing for
the recovery of all Costs incurred in enforcing, perfecting, and executing such
judgment. For the purposes of this section, "Costs" shall include, without
limitation, attorneys' fees, costs and expenses, including such costs and
expenses incurred in the following: (i) postjudgment motions; (ii) contempt
proceedings; (iii) garnishment, levy and debtor and third party examinations;
(iv) discovery; and (v) bankruptcy litigation.

          10.05 Waiver. No waiver of any term, provision or condition of this
Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be or be construed as a further or continuing waiver of any such
term, provision or condition or as a waiver of any other term, provision or
condition of this Agreement.

          10.06 Assignment. This Agreement shall not be assignable by any party
without the consent of the other party.

          10.07 Severability. If any term or provision of this Agreement, or the
application thereof to any person or circumstance, shall to any extent be found
to be invalid, void or unenforceable, such provision shall be limited as
necessary to render it valid and enforceable and the remaining provisions and
any application thereof shall continue in full force and effect without being
impaired or invalidated in any way.

          10.08 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall be binding upon and shall inure to the benefit of the
parties hereto, their personal representatives, heirs, executors,
administrators, successors and/or assigns.





                                       20

<PAGE>   21


          10.09 Further Actions. Each party hereto agrees to take any and all
actions reasonably necessary in order to carry out the provisions of this
Agreement.

          10.10 Construction. This Agreement shall be construed in accordance
with its plain meaning and not against either party as the drafting party. The
captions of the Sections of this Agreement are for convenience only and shall
not be considered or referred to in resolving questions or interpretation.

          10.11 Counterparts. This Agreement may be executed in one or more
counterparts and counterparts signed in the aggregate by Buyer and Seller shall
constitute a single original instrument. This Agreement shall become binding
when one or more counterparts hereof, individually or taken together, shall bear
the signatures of all of the parties reflected herein as signatories.

          10.12 Choice of Law. This Agreement shall be governed by, and
construed in accordance with the laws of the State of California without regard
to its conflicts of laws principles.

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


       "SELLER"                                 "BUYER"

ALPHA MICROSYSTEMS, a California            PACIFIC TRIANGLE SOFTWARE, INC., 
a California corporation                    a California corporation   

By: [SIG]                                   By: /s/ David L. Swank
   --------------------------                  --------------------------   

  Its: Chief Financial officer             Its:  President
      --------------------------                --------------------------   





                                       21

<PAGE>   22




                                    EXHIBITS


                  Exhibit "A":      Purchased Assets

                  Exhibit "B":      Assigned Contracts

                  Exhibit "C":      Assignment of OEM Contract Payments

                  Exhibit "D":      Assignment of Commissions

                  Exhibit "E":      Security Agreement

                  Exhibit "F":      Allocation of Purchase Price

                  Exhibit "G":      Trade Payables

                  Exhibit "H":      Inventory

                  Exhibit "I":      Tools and Equipment

                  Exhibit "J":      Employees

                  Exhibit "K":      Prepaid Revenue

                  Exhibit "L":      Accounts Receivable

                  Exhibit "M":      Panda Software

                  Exhibit "N":      Adjustments to Book Value

                  Exhibit "O":      Support Services





                                       22