Exhibit 10

                    PREFERRED STOCK PURCHASE AGREEMENT


      THIS PREFERRED STOCK PURCHASE AGREEMENT  ("Agreement") is made and entered
into as of the 10th day of July,  1997,  by and  between  DISTINCTION  SOFTWARE,
INC., a Georgia  corporation (the "Company"),  and DATASTREAM  SYSTEMS,  INC., a
Delaware corporation (the "Investor").

      WHEREAS,  the  Investor  desires to make an  investment  in the Company in
accordance with the terms and conditions set forth in this Agreement;

      WHEREAS,   the  Company  desires  that  the  Investor  make  such  an
investment;

      WHEREAS,  in connection with this Agreement,  the Investor and the Company
desire to enter into certain other agreements including, but not limited to, the
Software  Agreement (as hereinafter  defined) whereby the Investor shall acquire
from the Company and the Company,  shall license to the  Investor,  the Software
and related rights described therein;

      WHEREAS,  the parties  desire to enter into this Agreement and the related
agreements in order that they may share confidential and proprietary information
and trade secrets in an effort to provide enhanced software and related services
to the  purchasers of  computerized  maintenance  management  systems (the 'CMMS
Customers');

      WHEREAS,  the Company and the Investor  therefore agree, as a condition to
the  making  of the  investment  contemplated  hereby,  to the  restrictions  on
proprietary  information set forth in Section 9 of the Software Agreement and to
the restrictions on co-marketing  arrangements set forth in Section 7.12 hereof,
which restrictions are intended by the parties as reasonable restraints on their
future conduct entered into in order to give economic effect to the relationship
created  hereby,  including  without  limitation  to the terms of the  exclusive
license  for Custom  Software in the CMMS Market set forth in Section 3.1 of the
Software Agreement;

      NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the  mutual
promises,  representations,  warranties and covenants  hereinafter set forth and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

1.    AUTHORIZATION AND SALE OF THE SHARES; OTHER AGREEMENTS
      1.1. Authorization  of  the  Shares.  The  Company  shall,  as of the
Series A Closing (as hereinafter defined),  adopt and file with the Secretary of
State of the State of Georgia an Amendment to the Articles of  Incorporation  so
as to authorize Two Hundred  Twenty-Two  Thousand  (222,000)  shares of Series A
Convertible  Preferred  Stock,  $.01 par value per share (the  "Series A Stock")
having the rights, restrictions,  privileges,  redemption rights and preferences
as set forth herein and in the  Articles of  Incorporation  of the  Company,  as
amended.

      1.2. Sale of the Shares.  Subject to the terms and conditions  hereof, the
Investor  agrees to  purchase,  and the Company  agrees to sell and issue to the
Investor a total of Two Hundred  Twenty-One  Thousand  Nine  Hundred Ten
<PAGE>
(221,910 ) shares of the  Company's  Series A Stock (the  "Series A Shares") for
the aggregate purchase price of Two Million Dollars  ($2,000,000) (the "Purchase
Price"), which shall be equivalent to approximately $9.01266 per Series A Share,
all of which shall be paid and issued as set forth in Section  2.2  hereof.  The
Purchase  Price and number of Series A Shares  issued and sold  pursuant  hereto
shall be subject to adjustment under the  circumstances and subject to the terms
and conditions of Article 9 hereof.

      1.3 Limited Purchase.  Notwithstanding  anything to the contrary herein or
in the  Software  Agreement,  in the event that the  Software (as defined in the
Software  Agreement)  is not finally  accepted by the  Investor  pursuant to the
terms of the Software  Agreement,  the  provisions  of Section 9 hereof shall be
applicable.

2.    CLOSING; DELIVERIES

      2.1. Series A Closing. The initial closing of the purchase and sale of the
Series A Shares  hereunder (the "Series A Closing") shall be held at the offices
of Hunton & Williams, 600 Peachtree Street, Suite 4100, Atlanta,  Georgia 30308,
on July 10, 1997 (the date of the Series A Closing is hereinafter referred to as
the "Series A Closing Date").

      2.2. Series A Share Certificates;  Purchase Price; Payment Procedures.  At
the Series A Closing,  (a) the Company  shall  deliver to the Investor one stock
certificate  (the  "First  Certificate"),  registered  in the  Investor's  name,
representing  Seventy-Three  Thousand  Nine Hundred  Seventy  (73,970)  Series A
Shares to be purchased by the Investor from the Company,  which shall  represent
the first of three stock  certificates  to be issued to the Investor  hereunder,
and (b) the Investor will deliver to the Company Six Hundred Sixty-Six  Thousand
Six Hundred Sixty-Seven and 00/100 Dollars ($666,667), which shall represent the
first of three installment payments (the "First Payment") of the Purchase Price.
No later than the first business day after the initial  delivery of the Software
(as  defined in the  Software  Agreement)  to the  Investor  as  provided in the
Software  Agreement and Exhibit B thereto,  (a) the Company shall deliver to the
Investor the second stock certificate (the "Second Certificate"),  registered in
the Investor's name, which shall represent  Seventy-Three  Thousand Nine Hundred
Seventy  (73,970)  Series  A  Shares,   and  (b)  in  exchange  for  the  Second
Certificate, the Investor shall pay to the Company the second installment of the
Purchase  Price,  in the amount of Six Hundred  Sixty-Six  Thousand  Six Hundred
Sixty-Six and 50/100 Dollars  ($666,666.50) (the "Second  Payment").  Subject to
the  provisions of Section 9 hereof,  no later than the first business day after
Final  Acceptance  of the  Software by the  Investor as provided in the Software
Agreement  and Exhibit B thereto,  (a) the Company shall deliver to the Investor
the  third  stock  certificate  (the  "Third  Certificate"),  registered  in the
Investor's  name,  which shall  represent  Seventy-Three  Thousand  Nine Hundred
Seventy (73,970) Series A Shares, and (b) in exchange for the Third Certificate,
the  Investor  shall pay to the Company the third  installment  of the  Purchase
Price, in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Six and
50/100  Dollars  ($666,666.50)  (the  "Third  Payment").  Payments  of the First
Payment,  Second  Payment and Third  Payment,  if  applicable,  shall be by wire
transfer of immediately  available funds to an account  specified by the Company
or certified check (in the Investor's sole discretion).  The Second  Certificate
and Third  Certificate  shall be delivered to Hunton & Williams,  counsel to the
Investor,  as escrow  agent,  at the  Series A  Closing,  and held in escrow for
future delivery pursuant to the terms of this Agreement and the Escrow Agreement
entered into contemporaneously herewith.

      2.3. Series  A  Closing  Documents.  At the  Series  A  Closing,  the
parties hereto shall execute and deliver the following documents:
<PAGE>
           (a)  A First Amendment to Shareholders'  Agreement (the  "Amendment")
                by and among the Company and its several shareholders, dated May
                1, 1997 (the  "Shareholders'  Agreement"),  in the form attached
                hereto as Exhibit A;

           (b)  A  Registration  Rights  Agreement,  in the  form  attached
                hereto as Exhibit B (the "Registration Rights Agreement");

           (c)  Articles of Amendment to the  Articles of  Incorporation  of the
                Company  establishing  the Series A Stock,  in the form attached
                hereto as Exhibit C (the "Articles of Amendment"), together with
                a Certificate from the Georgia Secretary of State evidencing the
                filing thereof;

           (d)  The Escrow  Agreement,  in the form  attached  as Exhibit C
                hereto;

           (e)  Actions by Unanimous  Written  Consent of the  Shareholders
                of the Company  electing  Larry G.  Blackwell  to the Board
                of Directors of the Company;

           (f)  An  opinion of Morris,  Manning & Martin,  LLP,  counsel to
                the Company;

           (g)  A  Certificate  dated  as of the  Series  A  Closing  Date by an
                officer of the Company  certifying that conditions  contemplated
                by Section 5 have been satisfied;

           (h)  A  Certificate  dated  as of the  Series A  Closing  Date by the
                Secretary or other  officer of the Company  certifying as to the
                incumbency of the Company's officers and the authenticity of the
                amended Articles of Incorporation and Bylaws;

           (i)  A  Certificate  as to the  existence  and good  standing  of the
                Company from the Georgia  Secretary of State,  dated within five
                days of the Series A Closing;

           (j)  The  Software  Development  and  License  Agreement  between the
                Company  and the  Investor  in the form  attached  as  Exhibit D
                hereto (the "Software Agreement"); and

           (k)  The  Promissory  Note  described and defined in Section 5.6
                hereof.

The documents  identified in Subsection 2.3(a) through (j) above are hereinafter
referred to as the "Series A Closing Documents."

3.    REPRESENTATIONS  AND  WARRANTIES OF THE COMPANY.  The Company  hereby
represents and warrants to Investor as follows:

      3.1.  Organization  and  Standing;  Articles  and Bylaws The  Company is a
corporation duly  incorporated and existing under, and by virtue of, the laws of
the State of Georgia  and is in good  standing  under such laws.  The Company is
qualified to do business as a foreign corporation in every other jurisdiction in
which such  qualification  is required,  except for such failures that would not
have a material  adverse  effect on the business or  financial  condition of the
Company (a "Material Adverse Effect").  The Company has the requisite  corporate
power to own and operate its  properties  and assets and to carry on its
<PAGE>
business  as  presently  conducted  and as proposed  to be  conducted.  True and
accurate  copies of the Company's  Articles of  Incorporation,  as amended,  and
Bylaws, as presently in effect, have been delivered to the Investor.

      3.2.  Corporate  Power.  The Company has all requisite legal and corporate
power (i) to enter into,  execute and deliver  this  Agreement  and the Series A
Closing  Documents;  (ii) when the Articles of  Amendment  have been adopted and
filed,  to sell the Series A Shares as set forth herein;  and (iii) to carry out
and perform all its obligations under the terms of this Agreement and the Series
A Closing Documents.

      3.3. Subsidiaries.   Except  as  set  forth  on  Schedule   3.3,  the
Company does not own or control,  directly or  indirectly,  any interest or
investment in any corporation, association or other business entity.

      3.4. Capitalization. The authorized capital stock of the Company consists,
upon filing of the  Articles of  Amendment,  (a) of 1,500,000  shares,  $.01 par
value, of common stock ("Common Stock"),  888,000 shares of which are issued and
outstanding  and 55,400 of which are reserved for issuance  pursuant to employee
plans and  agreements  (the  "Employee  Plans");  and (b) 222,000  shares of the
Series  A Stock,  221,910  shares  of  which  will be  issued  pursuant  to this
Agreement on the Series A Closing Date, 73,970 shares of which will be delivered
to the Investor on the Series A Closing Date and 147,940 shares of which will be
delivered at later dates,  all as set forth in Section 2.2 hereof.  On each date
the Series A Shares are issued and  delivered  to Investor as set forth  herein,
all such  issued  and  outstanding  shares  will have been duly  authorized  and
validly issued, will be fully paid and nonassessable. As of the Series A Closing
Date,  all  such  shares  will  be  owned  beneficially  and  of  record  by the
shareholders  in the amounts set forth in Schedule 3.4 attached  hereto and have
been  offered,  issued,  sold and  delivered by the Company in  compliance  with
applicable  federal and state  securities  laws.  The Common Stock issuable upon
conversion of the Series A Stock, as set forth in the Articles of Amendment, has
been reserved for issuance and when issued,  will be duly authorized and validly
issued, fully paid and non-assessable. Except for the 55,400 shares reserved for
issuance  pursuant  to the  Employee  Plans,  there are no  outstanding  rights,
options,  warrants,   conversion  rights  or  agreements  for  the  purchase  or
acquisition  from the Company of any shares of its  capital  stock (or any other
securities  convertible into such capital stock), other than the purchase of the
Series A Shares by the Investor as provided in this Agreement.

      3.5.  Authorization;  Enforceability.  All corporate action on the part of
the Company and its  directors,  officers  and  shareholders  necessary  for the
authorization,  execution,  delivery and  performance of all  obligations of the
Company under this  Agreement and the Series A Closing  Documents has been taken
as of or prior to the Series A Closing. Each of this Agreement, the Registration
Rights  Agreement,  the  Shareholders'  Agreement  and  the  Software  Agreement
constitutes  the valid and binding  obligation of the Company and is enforceable
against the Company in accordance with its terms,  except as enforceability  may
be limited by bankruptcy,  insolvency or other laws affecting the enforcement of
creditors' rights generally.

      3.6.  Validity of Stock.  The Series A Shares,  when issued in  compliance
with the provisions of this Agreement,  will be validly  issued,  fully paid and
nonassessable,  will be free of any  liens or  encumbrances,  and  shall  not be
subject to any preemptive rights, rights of first refusal,  redemption rights or
other  similar  rights,  other than as provided in (i) the Articles of Amendment
setting  forth the  terms of the  Series A  Shares,  and (ii) the  Shareholders'
Agreement,  as  amended  by the  Amendment.  All  shares of Common  Stock of the
Company  outstanding  as of the date hereof and all  warrants,  options or other
rights to purchase or acquire  such stock  outstanding,  as of the date  hereof,
were validly  issued  pursuant to applicable  exemptions  from the  registration
requirements of federal and state securities law. <PAGE>
      3.7.  Disclosure.  No  representation  or  warranty by the Company in this
Agreement  or in any written  statement,  business  plan,  certificate  or other
materials  furnished  or to be  furnished  to  the  Investor  pursuant  to  this
Agreement or in connection with the transactions contemplated by this Agreement,
contains or will  contain any untrue  statement  of a material  fact or omits or
will omit to state a material fact necessary to make the statements made therein
not  misleading in light of the  circumstances  under which they were made.  Set
forth in Schedule  3.7 hereto is a true and correct copy of the  Company's  most
recent Business Plan, dated as of March 17, 1997 (the "Business Plan").

      3.8. Compliance with Other Instruments;  None Burdensome, etc. The Company
is not in  violation  of any  term  of (i) its  Articles  of  Incorporation,  as
amended,  or Bylaws,  or other  governance  document,  (ii) any provision of any
material  mortgage,  indenture,  contract,  agreement or  instrument  ("Material
Agreements")  to which the Company is a party or by which it is bound,  or (iii)
any  judgment,  decree or order  binding  upon the  Company or to the  Company's
knowledge  any  statute,  rule or  regulation  applicable  to the  Company.  The
execution,  delivery and  performance of and compliance  with this Agreement and
the Series A Closing  Documents,  and the issuance of the Series A Shares,  will
not result in any such  violation or be in conflict with or constitute a default
under any such  Material  Agreement,  or result in the creation of any mortgage,
pledge, lien,  encumbrance or charge upon any of the properties or assets of the
Company.  There is no such term  which  materially  and  adversely  affects  the
business,  condition, affairs, operations,  financial conditions,  properties or
assets of the Company.
      3.9.  Litigation.   There  are  no  lawsuits,   actions,   proceedings  or
investigations  ("Actions")  pending against the Company,  its properties or its
shareholders  (nor to the  Company's  knowledge  is there any basis  therefor or
threat thereof) which, either individually or in the aggregate, could reasonably
be  expected  to result  in any  material  adverse  change  in the  business  or
financial  condition of the Company or any of its properties or assets or in any
material  impairment  of the right or  ability  of the  Company  to carry on its
business as now  conducted  or as proposed to be  conducted,  or in any material
liability on the part of the Company,  and none of which challenges the validity
of this Agreement or any action taken or to be taken in connection herewith. All
pending and threatened  Actions have been disclosed to Investor and as set forth
on Schedule 3.9 hereof.

      3.10.Governmental  Consents. No consent,  approval or authorization of, or
registration,  declaration,  designation,  qualification  or  filing  with,  any
governmental authority on the part of the Company is required in connection with
the valid  execution  and  delivery  of this  Agreement  or any of the  Series A
Closing  Documents,  the offer,  sale or  issuance of the Series A Shares or the
consummation of any other transaction  contemplated  hereby except the filing of
the Articles of Amendment and for filings under state securities laws where such
filings are required and the filing of a Form D with the Securities and Exchange
Commission, which filings have been made or will be timely made, as appropriate.

      3.11.Title  to Property  and Assets.  The Company has good and  marketable
title to its  properties  and  assets,  and has good title to all its  leasehold
interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance
or charge of any type, except as pertaining to taxes not yet due and payable.

      3.12.Contracts.  True,  correct and complete  copies of all the  Company's
organizational  and governance  documents and all Material  Agreements have been
provided to the Investor.  Except as set forth on Schedule  3.12, the Company is
not a party to any  contract,  agreement  or  instrument,  the  consummation  or
performance  of which would have a material  adverse effect on the operations of
the Company.
<PAGE>
      3.13.Intellectual  Property.  Except as set forth on  Schedule  3.13,  the
Company has sufficient title and ownership of all patents,  trademarks,  service
marks, trade names, copyrights, trade secrets,  information,  proprietary rights
and processes  (collectively,  the  "Intellectual  Property")  necessary for its
business as now  conducted,  and to the  Company's  knowledge  as proposed to be
conducted,  without any conflict with or  infringement  of the rights of others.
Except as set forth on  Schedule  3.13,  there are no  outstanding  licenses  or
agreements  of any kind to which the  Company is a party or by which it is bound
relating  to any  Intellectual  Property.  The  Company  has  not  received  any
communications  alleging (and is not aware of any facts that could reasonably be
expected  to lead to an  allegation)  that  the  Company  has  violated  or,  by
conducting  its  business as  proposed,  would  violate any of the  Intellectual
Property or other proprietary  rights of any other person or entity. The Company
does not presently  utilize or intend to utilize any inventions of its employees
(or people it currently  intends to hire) made prior to their  employment by the
Company.  To the  Company's  knowledge,  no employee  working at the Company (an
"employee")  is in  violation  of any term of any  employment  contract,  patent
disclosure agreement or any other contract or agreement relating to the right of
any such  employee  to be  working at the  Company  because of the nature of the
business  conducted or to be  conducted by the Company or for any other  reason,
and to the  Company's  knowledge,  the  continued  employment  by the Company of
persons currently working at the Company will not result in any such violations.

      3.14.Registration  Rights.  The Company has not granted or agreed to grant
any  registration  rights to any  person or entity  with  respect  to any of its
securities except those described in the Registration Rights Agreement.

      3.15. No Conflict of Interest.  Except as set forth on Schedule  3.15, the
Company is not  indebted,  directly  or  indirectly,  to any of its  officers or
directors or to their respective  spouses or children,  in any amount whatsoever
other than in connection  with expenses or advances of expenses  incurred in the
ordinary  course of business or relocation  expenses of  employees.  None of the
Company's officers or directors, or any members of their immediate families are,
directly or indirectly,  indebted to the Company (other than in connection  with
purchases  of the  Company's  stock) or have any  direct or  indirect  ownership
interest in any firm or corporation with which the Company is affiliated or with
which the Company has a business relationship,  or any firm or corporation which
competes with the Company except that officers, directors and/or shareholders of
the Company may own stock in (but not exceeding  two percent of the  outstanding
capital stock of) any publicly traded company that may compete with the Company.
None of the  Company's  officers or directors  or any member of their  immediate
families has,  directly or  indirectly,  any financial or other  interest in any
material contract with the Company. The Company is not a guarantor or indemnitor
of any indebtedness of any other person, firm or corporation.

      3.16.   Voting  Rights.  To  the  Company's   knowledge,   except  as
contemplated  in  the  Shareholders'  Agreement,  no  shareholders  of  the
Company  have  entered  into any  agreements  with respect to the voting of
capital shares of the Company.
<PAGE>
      3.17. Private Placement. Assuming the truth and accuracy of the Investor's
representations  set forth herein,  the offer, sale and issuance of the Series A
Shares as contemplated  herein is exempt from the  registration  requirements of
the Securities Act of 1933, as amended (the  "Securities  Act"), and neither the
Company  nor any  authorized  agent  acting on its  behalf  will take any action
hereafter that would cause the loss of such exemption.

      3.18. Employee Benefits. Except as set forth on Schedule 3.18, the Company
has no  pension,  retirement,  bonus,  stock  option,  profit  sharing,  health,
disability,  life  insurance,  hospitalization  or similar plans or arrangements
maintained  for the  benefit  of, or relating  to,  present or former  officers,
directors or employees.  The Company does not have any employee  benefit plan as
defined in the  Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA").

      3.19.  Tax Returns  and  Payments.  The  Company has timely  filed all tax
returns and reports as required by law.  These  returns and reports are true and
correct  in all  material  respects.  The  Company  has paid all taxes and other
assessments  when due. The provision for taxes in the Financial  Statements  (as
hereinafter  defined)  is  adequate in all  material  respects  for taxes due or
accrued as of the dates thereof.

      3.20. Labor Agreements and Actions.  Except as set forth on Schedule 3.20,
the Company is not bound by or subject to (and none of its assets or  properties
is bound by or subject  to) any written or oral,  express or implied,  contract,
commitment or arrangement with any labor union, and no labor union has requested
or,  to the  knowledge  of the  Company,  has  sought  to  represent  any of the
employees, representatives or agents of the Company. There is no strike or other
labor dispute involving the Company pending,  or to the knowledge of the Company
threatened,   which  could  have  a  material  adverse  effect  on  the  assets,
properties,  financial condition,  operating results, or business of the Company
(as such business is presently conducted and as it is proposed to be conducted),
nor is the  Company  aware of any  labor  organization  activity  involving  its
employees.  The  employment  of each  officer  and  employee  of the  Company is
terminable at the will of the Company.  The Company has complied in all material
respects with all applicable state and federal equal employment opportunity laws
and with other laws related to employment.

      3.21. Proprietary  Information and Inventions  Agreements.  Each employee,
consultant and officer of the Company has executed an agreement with the Company
regarding  confidentiality and proprietary information substantially in the form
or  forms  delivered  to the  counsel  for  the  Investor.  The  Company,  after
reasonable investigation,  is not aware that any of its employees or consultants
is in  violation  thereof,  and the Company will use all  reasonable  efforts to
prevent any such  violation.  All  consultants to or vendors of the Company with
access to  confidential  information  of the  Company  are  parties to a written
agreement  substantially  in the  form or  forms  provided  to  counsel  for the
Investor  under which,  among other  things,  each such  consultant or vendor is
obligated to maintain the  confidentiality  of  confidential  information of the
Company. The Company, after reasonable  investigation,  is not aware that any of
its  consultants or vendors are in violation  thereof,  and the Company will use
its reasonable best efforts to prevent any such violation.

      3.22. Financial  Statements.  The Company's (a) unaudited balance sheet at
December  31, 1996 and the income  statements  for the year then ended,  and (b)
unaudited  balance  sheet at May 31,  1997 and the  income  statements  the five
months then ended (collectively, the "Financial Statements"), have been prepared
in accordance  with the books and records of the Company and in accordance  with
generally  accepted  accounting  principles  consistently  applied,  and present
fairly the  financial  position of the Company on the dates  therein  indicated.
Schedule  3.22 sets  forth  certain  contingent  liabilities  not  reflected  as
liabilities  of the Company on the  balance  sheets  included  in the  Financial
Statements.

      3.23.  Material  Changes.  Since December 31, 1996, there has not been any
(a)  event or  condition  of any  character  that has had or may  reasonably  be
expected to have a  materially  adverse  effect on the Company or its  business,
including without limitation changes to the financial  condition of the Company,
(b)  declaration or payment of any dividend or other  distribution in respect of
the capital stock of the Company,  (c) waiver by the Company of a material right
or material  debt owed to it,  (d)  amendment  to a material  contract or
<PAGE>
arrangement  (written  or verbal)  by which the  Company or any of its assets is
bound or subject,  (e) material change in any compensation  arrangement with any
employee,  or (f) change in the  assets,  liabilities,  financial  condition  or
operating  results of the  Company as  reflected  in the  Financial  Statements,
except as  disclosed  in the  Financial  Statements  and  except  changes in the
ordinary  course  of  business  which  have  not  been,  individually  or in the
aggregate, materially adverse.

4.    INVESTOR'S  REPRESENTATIONS.   The  Investor  hereby  represents  and
warrants as follows:

      4.1.  Authorization;  Enforceability.  The  Investor  has full  power  and
authority to enter into this  Agreement and all the Series A Closing  Documents,
and each of this Agreement, the Registration Rights Agreement, the Shareholders'
Agreement and the Software  Agreement  constitutes its valid and legally binding
obligation,  enforceable  against  the  Investor in  accordance  with its terms,
except as may be limited by applicable bankruptcy, insolvency, reorganization or
other laws of general  application  relating to or affecting the  enforcement of
creditors' rights generally.

      4.2. Purchase Entirely for Own Account. The Series A Shares to be received
by the Investor will be acquired for investment for such Investor's own account,
not as a nominee or agent,  and not with a view to the resale or distribution of
any part thereof, and the Investor has no present intention of selling, granting
any  participation  in,  or  otherwise  distributing  the same,  provided,  that
transfers  by the  Investor  of all or less  than all of the  Series A Shares in
compliance with applicable federal and state securities laws shall not be deemed
a violation of this Section 4.2.

      4.3. Disclosure of Information. The Investor has had an opportunity to ask
questions  and  receive  answers  from  the  Company  regarding  the  terms  and
conditions of the offering of the Series A Shares. The foregoing,  however, does
not limit or modify the representations and warranties of the Company in Section
3 of this Agreement or the right of the Investor to rely thereon.

      4.4.  Investment  Experience.  The Investor is an experienced  investor in
securities and acknowledges that it can bear the economic risk of its investment
and has such knowledge and  experience in financial or business  matters that it
is capable of evaluating  the merits and risks of the investment in the Series A
Shares.  The Investor also represents it is an "accredited  investor" within the
meaning of Rule 501(a) promulgated under the Act.

      4.5.  Restricted  Securities.  The Investor  understands that the Series A
Shares are characterized as "restricted securities" under the federal securities
laws inasmuch as they are being  acquired from the Company in a transaction  not
involving a public offering and that under such laws and applicable  regulations
such  securities  may  not be  resold  without  registration  under  the Act and
applicable  state securities laws or pursuant to exemptions  therefrom.  In this
connection,  the Investor represents that it is familiar with Rule 144 under the
Act, as presently in effect,  and  understands  the resale  limitations  imposed
thereby and by the Act.  The Investor  understands  that the Company is under no
obligation to register any of the securities  sold hereunder  except as provided
in  the  Registration  Rights  Agreement  as  described  therein.  The  Investor
understands that no public market now exists for the Series A Shares and that it
is uncertain whether a public market will ever exist for the Series A Shares.

      4.6. Legends.  It is  understood  that  the  certificates  evidencing
the Series A Shares  (and the Common  Stock  issuable  upon  conversion  or
exercise  thereof)  shall  bear the  following  legend as well as any other
legend as may be required by applicable federal and state securities laws:
<PAGE>
      "THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  OR UNDER THE SECURITIES LAWS OF
ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON  TRANSFERABILITY  AND
RESALE AND MAY NOT BE  TRANSFERRED,  RESOLD,  PLEDGED OR  OTHERWISE  DISPOSED OF
EXCEPT IN  ACCORDANCE  WITH AND  SUBJECT  TO ALL THE TERMS AND  CONDITIONS  OF A
CERTAIN  SHAREHOLDERS'  AGREEMENT  DATED  AS OF JULY  10,  1997  AND  EXCEPT  AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE  SECURITIES  LAWS,  PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND  SUBSTANCE  SATISFACTORY  TO THE ISSUER TO THE
EFFECT THAT ANY PROPOSED  TRANSFER OR RESALE IS IN  COMPLIANCE  WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS."

5.    CONDITIONS  TO  CLOSING  OF  THE  INVESTOR.  The  obligation  of  the
Investor  to  purchase  and pay for the  Series  A Shares  at the  Series A
Closing is subject to the  fulfillment to its  satisfaction  on or prior to
the Series A Closing Date of the following conditions:

      5.1.  Representations  and Warranties  Correct.  The  representations  and
warranties  made by the  Company in Section 3 hereof  shall be true and  correct
when made,  and shall be true and correct on the Series A Closing  Date with the
same force and effect as if they had been made on and as of said date.
      5.2.  Performance.  All covenants,  agreements and conditions contained in
this Agreement and in the Series A Closing Documents to be performed or complied
with by the  Company  on or prior to the  Series A Closing  Date shall have been
performed or complied with in all respects.

      5.3. Articles of  Amendment.  The  Articles of  Amendment  shall have
been  properly  filed with the  Secretary of State of Georgia  effective as
of or prior to the Series A Closing Date.

      5.4. Board  of  Directors  and  Bylaws.  The  Bylaws  of the  Company
shall  provide  for up to  seven  directors.  As of the  Series  A  Closing
Date,  the  directors  shall consist of the  following  persons:  Thomas P.
McKaskill,    Anne C.   McKaskill,   Rick   A.   Marquardt   and   Larry G.
Blackwell.

      5.5. Closing  Documents.  The Series A Closing  Documents  shall have
been executed and delivered by the respective parties identified thereon.

      5.6.  Refinancing  of Debt.  The Company shall have (i) executed the final
Commitment  Letter,  dated June 30, 1997 and as provided  to the  Investor  (the
"Commitment  Letter"),  from Silicon Valley Bank (the "Bank")  pertaining to the
$250,000 term loan from the Bank to the Company (the  "Refinancing")  and agreed
to use the proceeds of the Refinancing as contemplated in the Commitment  Letter
and the underlying loan documentation (the "Loan Documents"),  and (ii) issued a
promissory  note (the  "Promissory  Note") to Thomas P.  McKaskill  to  evidence
$157,499 of debt owed by the Company to him (the  "Remaining  McKaskill  Debt"),
which  Promissory Note shall have the following  terms:  (a) principal amount of
$157,499,  (b) an interest  rate equal to 80% of the interest rate to be paid to
the Bank in the  Refinancing,  (c) a final maturity date of three years from the
date of the Promissory Note, (d) the provisions set forth in Section 5.7 hereof,
and   (e)   monthly   installment   repayments   of   principal   and   interest
("Installments"),  provided, that such Installments  shall be paid only if
<PAGE>
and while:  (x) the Company is not in default  under any provision of any of the
Loan Documents,  (y) the Company is meeting its required payment obligations for
trade  payables and other ongoing  obligations  on a timely  basis,  and (z) the
Company  has  sufficient   unrestricted  cash  from  operations  for  each  such
Installment  payment,  exercised in good faith,  all as determined  from time to
time by the Board of Directors in its sole discretion.  No interest accrued with
respect to the  Remaining  McKaskill  Debt  prior to the Series A Closing  Date,
other than as included in the initial  principal  amount of the Promissory Note,
shall be included on the books and records of the Company at any time.

      5.7 Interest  Payment  Recapture.  The principal  amount of the Promissory
Note  shall be  reduced by an amount  equal to 20% of the  interest  paid by the
Company  to the  Bank  pursuant  to the  Refinancing,  as set  forth in the Loan
Documents,  as and when repaid by the Company to the Bank in accordance with the
Loan Documents.

6.    CONDITION TO CLOSING OF COMPANY.  The  Company's  obligation  to sell
the Series A Shares at the  Series A Closing is subject to the  fulfillment
on or prior to the Series A Closing Date of the following conditions:
      6.1.  Representations.  The  representations  and  warranties  made by the
Investor in Section 4 hereof  shall be true and  correct  when made and shall be
true and correct on the Series A Closing  Date with the same force and effect as
if they had been made on and as of said date.

      6.2.  Performance.  All covenants,  agreements and conditions contained in
this Agreement and in the Series A Closing Documents to be performed or complied
with by the  Investor  on or prior to the Series A Closing  Date shall have been
performed or complied with in all respects.

      6.3. Closing  Documents.  The Series A Closing  Documents  shall have
been executed and delivered by the respective parties identified thereon.

7.    COVENANTS OF THE COMPANY.  The Company  hereby  covenants  and agrees
with the Investor that it shall:
      7.1.  Preservation  of  Corporate  Existence.  Preserve  and  maintain its
corporate existence,  rights,  franchises and privileges in good standing in the
jurisdiction of its incorporation, and qualify and remain qualified as a foreign
corporation in each  jurisdiction  in which such  qualification  is necessary or
desirable in view of its business and  operations  or the  ownership or lease of
its  properties,  except  where the failure to so qualify  would have a Material
Adverse Effect.

      7.2.  Compliance with Laws; Taxes.  Comply in all material respects,  with
all applicable laws, rules,  regulations and orders, such compliance to include,
without  limitation,  paying all taxes,  assessments  and  governmental  charges
imposed upon it or upon its property before the same become delinquent except to
the extent contested in good faith.

      7.3.  Maintenance of Insurance.  Maintain  insurance with  responsible and
reputable  insurance  companies in such  amounts and  covering  such risks as is
customarily  carried  by  companies  engaged in  similar  businesses  and owning
similar properties in the same general areas in which the Company operates.

      7.4.  Keeping of Records and Books of Account.  Keep adequate  records and
books of account in which  complete  entries  will be made in accordance
<PAGE>
with generally accepted accounting principles  consistently applied,  reflecting
all financial  transactions  of the Company and in which,  for each fiscal year,
all proper reserves for  depreciation,  depletion,  obsolescence,  amortization,
taxes,  bad debts and other  purposes in connection  with its business  shall be
made.

      7.5. Maintenance  of  Properties.  Maintain  and  preserve all of its
material  properties  and  assets,  which  are  necessary  or useful in the
proper  conduct  of  its  business  in  good  repair,   working  order  and
condition, ordinary wear and tear excepted.

      7.6.  Securities;  Changes.  At all times  when any shares of the Series A
Shares are outstanding,  secure the written consent of the Investor prior to any
action which (i) alters or changes the rights,  preferences or privileges of the
Series A Stock,  (ii) increases or decreases the authorized  number of shares of
Series A Stock,  (iii) issues or authorizes the issuance of any shares of Common
Stock or Series A Stock (or other  securities  convertible  into or  options  to
acquire  such stock) at a purchase  price that is less than fair  market  value,
other  than  the  Option  Stock  pursuant  to  Section  7.7,  (iv)  creates  (by
reclassification  or otherwise) any new class or series of shares having rights,
preferences or privileges  senior to or on a parity with the Series A Stock,  or
(v) amends or waives any provision of the Articles of Incorporation,  as amended
by the Articles of Amendment, relative to the Series A Stock.

      7.7 Option Stock.  Notwithstanding  the  provisions of Section 7.6 hereof,
the Company may issue up to an aggregate of the reserved 55,400 shares of Common
Stock to its  employees  and  non-employee  directors  by stock  awards or stock
option  grants  pursuant to one or more stock  option or stock  incentive  plans
("Stock Option  Plans")  established by the Company and approved by the Board of
Directors (the "Option Stock"). Stock options and stock awards issuable pursuant
to such Stock Option Plans shall provide for the following vesting periods:

           (a)  25% vest twelve months after the grant date; and

           (b)  1/24th  of  the  remaining  75%  vest  at the  end of  each
                consecutive calendar month thereafter.

      All shares of Common  Stock  issued  pursuant to such Stock  Option  Plans
shall bear a legend stating that the Company retains (i) the right to redeem all
of such shares at the higher of the  exercise  price or fair market value at any
time after an employee  terminates  his/her  employment with the Company for any
reason (or is terminated  by the Company for any reason),  and (ii) the right of
first  refusal to  purchase  any shares  proposed to be sold,  which  rights are
governed by the  Shareholders'  Agreement.  Such  redemption  and first  refusal
rights shall expire on the date a  registration  statement for an initial public
offering  of the  Company's  Common  Stock  becomes  effective.  All persons who
receive Option Stock shall execute a counterpart of the Shareholders'  Agreement
as a condition to such  person's  receipt of the shares of Option  Stock..  Each
grant to  "affiliates"  (as defined  below) of the Company of options to acquire
Option Stock (as  contemplated  herein and as authorized  after the date of this
Agreement) shall be made only with an exercise/purchase  price which is equal to
or greater than fair market value for such stock at the time of each such grant.
For  purposes of this  Agreement,  "affiliate"  shall be defined as set forth in
Rule 405 under the Securities Act.

      7.8. Confidentiality  Agreements.  Require all of its  employees  and
consultants  to execute and  deliver a  confidentiality  and trade  secrets
agreement  in a form  that  has been  approved  by the  Board of  Directors
prior to dissemination and execution.
<PAGE>
      7.9. Key Man  Life  Insurance.  Within  30 days  after  the  Series A
Closing Date, the Company shall  purchase a key man life  insurance  policy
on the life of Thomas P.  McKaskill  in the  amount  of  $250,000  with the
Company as the beneficiary.

      7.10.Related  Party  Transactions.  The  Company  shall  not  enter  into,
directly or indirectly, any agreement, contract, arrangement or understanding of
any type or for any  purpose,  whether  written  or  verbal  (a  "Related  Party
Transaction"),  with (a) Thomas P. McKaskill, (b) Anne C. McKaskill, (c) Rick A.
Marquardt,  and/or (d) any other  director or executive  officer of the Company,
and/or any of their  respective  affiliates  or  immediate  family  members  (as
defined in Instruction 2 to Item 404 of Regulation S-K under the Securities Act)
(individually,  a "Related  Party," and  collectively,  the  "Related  Parties")
without  the  prior  written  consent  of  the  Investor,  which  shall  not  be
unreasonably withheld.  Notwithstanding the foregoing,  the Company shall not be
precluded  from entering  into an  employment  agreement or having an employment
relationship  with any  Related  Party on terms not more  favorable  than  those
disclosed on Schedule 7.10 hereto or as otherwise  approved in good faith by the
Compensation Committee of the Company's Board of Directors.

      7.11 Use of Proceeds.  The Company  shall use the  Purchase  Price paid by
Investor  for the  Series  A  Shares  hereunder  (the  "Proceeds")  for  capital
investments  and  the  expansion  of  its  sales  channels   (including  without
limitation hiring  additional sales and marketing  personnel) and otherwise in a
manner consistent with the Business Plan. Without limiting the generality of the
foregoing,  the Company agrees  specifically not to use the Proceeds to: (a) pay
for or finance any Related Party Transactions; (b) use the Proceeds to reimburse
officers,  directors,  employees or  independent  contractors of the Company for
past due  salaries,  expenses,  loans  or other  similar  items  payable  by the
Company;  or (c) pay  fees  for  professional  services  in  excess  of  $45,000
(including amounts paid directly to its counsel and accountants and amounts paid
to the Investor's  counsel) in connection with the transactions  contemplated by
this Agreement.

      7.12  Restrictions.  For a period of four years from the date hereof,  the
Company  shall not enter into any  written  or oral  agreement,  arrangement  or
understanding  with any  person  or  entity  engaged  in the  sale,  license  or
distribution of computerized  maintenance management systems (including software
or services related thereto) with respect to the development,  licensing,  sale,
resale, marketing,  co-marketing or distribution of any product that is the same
as or substantially similar to the Software, in terms of functionality,  for use
by CMMS Customers.  The foregoing limitation shall not be deemed to prohibit the
Company  from   developing,   licensing,   selling,   reselling,   marketing  or
distributing its software products directly to end users.

8.    INDEMNIFICATION

      8.1. Obligation to Indemnify. Subject to the limitations set forth in this
section 8, each party hereto shall  indemnify and hold the other party  harmless
from and against any and all losses,  claims,  damages,  expenses or liabilities
(including,  without  limitation,  the  costs of any  investigation  or suit and
counsel fees related thereto) asserted against, imposed upon or incurred by such
other  party  resulting  from a breach by the  indemnifying  party of any of its
representations,  warranties  or  covenants  made in this  Agreement or from any
misrepresentation  in or  omission  from any  certificate  or  other  instrument
furnished or to be furnished pursuant to this Agreement.

      8.2.   Survival  of   Representations,   Warranties  and  Covenants.   All
representations  and  warranties  made by the Company  and the  Investor in this
Agreement  shall  survive  until the earlier to occur of (a) the closing
date of a Qualifying  Public Offering (as defined in the Articles of Amendment),
<PAGE>
(b) the closing  date of a Control  Transaction  (as defined in the  Articles of
Amendment), and three (3) years from the date of the Third Payment (as set forth
in Section 2.2 hereof);  and the covenants  made by the Company and the Investor
in this Agreement shall survive until the earlier to occur of (a) and (b) above.

      8.3.  Gross-Up of  Indemnification  Payments by the Company.  In the event
that the  indemnifying  party under Section 8 of this  Agreement is the Company,
any amounts due to the  Investor  under the  provisions  of this  Section 8 (the
"Unadjusted  Loss")  shall be grossed up so that the amount due to the  Investor
after the gross-up  required by this Section 8.3 shall equal the Unadjusted Loss
divided by .8001, provided, that if the Investor purchases the reduced amount of
Series A Shares pursuant to the terms of Section 9 hereof,  such number shall be
 .8478.

9. LIMITED  PURCHASE OF STOCK. In the event that the Software (as defined in the
Software  Agreement)  is not  Finally  Accepted  (as  defined  in  the  Software
Agreement) by the Investor pursuant to the terms of the Software  Agreement (and
Exhibits thereto), this Section 9 shall be applicable.

      9.1.  (a) In the  event  the  Software  is not  Finally  Accepted  and the
Investor elects to proceed under Section 9(a)(i) of the Software Agreement, then
this Agreement shall be automatically  amended (without further action by either
party ) to reflect  the  following:  the total  number of shares of the Series A
Stock to be  purchased  by  Investor  hereunder  shall be reduced to One Hundred
Fifty-Nine  Thousand  Four Hundred and Five  (159,405),  and the total  Purchase
Price  for such  shares  shall  equal One  Million  Three  Hundred  Thirty-Three
Thousand Three Hundred Thirty-Three and 50/100 Dollars ($1,333,333.50).

           (b) In such event, the following  definitional changes shall be made:
(i) the  definition  of "Series A Shares" in Section  1.2 shall be amended to be
"One Hundred Fifty-Nine  Thousand Four Hundred and Five (159,405);" and (ii) the
definition  of "Purchase  Price" in Section 1.2 shall be amended to "One Million
Three  Hundred  Thirty-Three  Thousand  Three  Hundred  Thirty-Three  and 50/100
Dollars  ($1,333,333.50),"  an  effective  Purchase  Price of $8.36 per Series A
Share.

           (c) Except for the amendments set forth in this Section 9.1 above and
appropriate  amendments to Section 1, Section 2 and Section 3.4 hereof and other
provisions hereof as required to reflect the reduction in the amount of Series A
Shares purchased as described herein, all remaining provisions of this Agreement
shall remain in full force and effect, pursuant to their terms.

           (d) In the  event  the  number  of  shares  of  Series  A Stock to be
purchased by the Investor hereunder shall be reduced as provided in this Section
9.1,  each party  agrees in good faith to execute  such  documents  and take any
actions reasonably required to effectuate such agreement.

           (e) In the  event  that the  reduced  number  of  Series A Shares  is
purchased by the Investor pursuant to the terms of this Section 9.1, the parties
agree that the Investor  (acting  through the Escrow Agent) will tender promptly
the Third  Certificate to the Company and the Company shall accept such tendered
Third Certificate and promptly issue to the Investor a new stock certificate for
11, 465 shares of Series A Stock.

      9.2  In the  event  the  Software  is not  Finally  Accepted  and the
Investor  elects to exercise the option  reflected  in Section  9(a)(ii) of
the Software  Agreement  and make the Third  Payment  notwithstanding  that
the  Software  has not been  Finally  Accepted,  then,  upon receipt of the
Third  Payment,  the  Company  (acting  through  the  Escrow  Agent)  shall
release the Third Certificate to the Investor.
<PAGE>
10.   MISCELLANEOUS

      10.1.Governing  Law.  This   Agreement   shall  be  governed  by  and
construed under the laws of the State of Georgia.

      10.2.Successors  and  Assigns.  Except  as  otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
Investor. The Investor may assign its rights and obligations hereunder to (a) an
affiliate,  without  the  consent of the  Company,  or (b) an entity  which as a
result of such assignment would acquire the registration  rights of the Investor
as set forth in the  Registration  Rights  Agreement,  with the  consent  of the
Company,  which shall not be unreasonably  withheld.  The Company may not assign
its rights and obligations hereunder.

      10.3.Entire Agreement;  Amendment.  This Agreement and the other documents
delivered  pursuant  hereto  constitute  the full and entire  understanding  and
agreement  among the parties  with regard to the  subjects  hereof and  thereof.
Neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated  orally,  except pursuant to a written consent by the Company and the
Investor.

      10.4.Notices,  etc.  All  notices  and other  communications  required  or
permitted  hereunder  shall be given in writing and shall be deemed  effectively
given upon  personal  delivery or upon  deposit  with the United  States  Postal
Service,  by certified  mail,  return receipt  requested,  postage  prepaid,  or
otherwise delivered by hand or by messenger, addressed (a) if to the Investor at
50 Datastream Plaza, Greenville,  South Carolina 29605, or to such other address
as the Investor shall have  furnished to the Company in writing,  with a copy to
J. Stephen Hufford, Esq. at Hunton & Williams,  NationsBank Plaza, 600 Peachtree
Street, N.E., Suite 4100, Atlanta,  Georgia 30308-2216 or (b) if to the Company,
at 1117 Perimeter  Center West, Suite E105,  Atlanta,  Georgia 30338, or to such
other  address as the Company  shall have  furnished to the Investor in writing,
with a copy to Grant  Collingsworth,  Esq. at Morris Manning & Martin,  LLP 3343
Peachtree Road, Atlanta, Georgia 30326.

      10.5.Expense of Transaction. Each party hereto shall bear its own expenses
in connection with the transaction described herein; provided, however, that the
Company  shall  pay up to  $20,000  to Hunton &  Williams,  as  counsel  for the
Investor, in connection with this transaction.

      10.6.Titles  and  Subtitles.  The titles of the Sections,  paragraphs  and
subparagraphs  of this  Agreement are for  convenience of reference only and are
not to be considered in construing this Agreement.

      10.7.Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

      10.8.Timely   Performance.   Time  is  of  the   essence  as  to  the
performance of the  obligations  required of the  respective  parties under
this Agreement.

      10.9.Attorney's  Fees.  If  any  action  at law  or in  equity  (including
arbitration)  is necessary to enforce or interpret the terms of this  Agreement,
the prevailing party shall be entitled to reasonable  attorney's fees, costs and
necessary  disbursements in addition to any other relief to which such party may
be entitled.

      10.11. Severability.  Except as set forth below, if one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate  such provision in good faith. In the event that the
<PAGE>
parties cannot reach a mutually  agreeable and enforceable  replacement for such
provision,  then (a) such provision shall be excluded from this  Agreement,  (b)
the balance of the Agreement  shall be  interpreted as if such provision were so
excluded and (c) the balance of the Agreement shall be enforceable in accordance
with its terms. In the event Section 7.12 or any provision thereof is held to be
unenforceable  in its current  form under  applicable  law,  the parties  hereby
instruct any court of competent  jurisdiction  construing or  interpreting  such
provision  to  modify  such  provision  to the  extent  necessary  to  make  the
objectionable  provision legally  enforceable,  and such provision shall,  after
such modification, be fully enforceable pursuant to the terms thereof.

      10.12.  Delays or  Omission.  No delay or omission to exercise  any right,
power or remedy  accruing  to any  holder of any of the  Series A Stock upon any
breach or default of the  Company  under this  Agreement  shall  impair any such
right,  power or remedy of such holder nor shall it be  construed to be a waiver
of any such  breach or  default,  or an  acquiescence  therein,  or of or in any
similar  breach or  default  thereafter  occurring;  nor shall any waiver of any
single  breach or  default  be deemed a waiver  of any other  breach or  default
therefore or thereafter occurring.  Any waiver,  permit,  consent or approval of
any kind or character  on the part of any holder of any breach or default  under
this  Agreement,  or any waiver on the part of any holder of any  provisions  or
conditions of this Agreement,  must be in writing and shall be effective only to
the extent  specifically set forth in such writing.  All remedies,  either under
this  Agreement  or by  law  or  otherwise  afforded  to any  holder,  shall  be
cumulative and not alternative.

      10.13Initial  Balance Sheet.  The Company and the Investor agree that they
shall cause KPMG Peat Marwick, at the Investor's expense, to prepare and deliver
to each  party  within 45 days of the date  hereof  an  audited  balance  sheet,
statement of operations,  and statement of cash flow of the Company,  reflecting
the Company's  assets and  liabilities as of and for the six-month  period ended
June 30, 1997. Such audited  financial  statements,  upon being furnished to the
parties by KPMG Peat  Marwick,  shall be deemed to  conclusively  represent  the
assets and  liabilities and results of operations of the Company as of such date
and for such period.  Without limiting the generality of the representations and
warranties  of the Company set forth in Article 3 hereof or the  indemnification
provisions  of Article 8 hereof,  but subject to all of the  provisions  of such
Article 8, the Company  agrees to indemnify and hold the Investor  harmless from
and  against  any and all  losses,  claims,  damages,  expenses  or  liabilities
(including,  without  limitation,  the  costs of any  investigation  or suit and
counsel fees related thereto) asserted against,  imposed upon or incurred by the
Investor attributable to a material liability of the Company existing as of June
30, 1997, or resulting  from the  Company's  business or operations as conducted
through  June  30,  1997,  which  liability  is not  reflected  in such  audited
financial statements,  excluding (i) liabilities incurred in the ordinary course
of business after the date of such audited  financial  statements but before the
date hereof or (ii)  liabilities  disclosed in this  Agreement or the  schedules
hereto (including the financial statements referenced in Section 3.22 hereof).


                      [Signatures on following page]

<PAGE>
      IN WITNESS  WHEREOF,  the  Company  and the  Investor  have  executed  and
delivered this Preferred  Stock Purchase  Agreement as of the day and year first
above written.




                                    DISTINCTION SOFTWARE, INC.


                                       By:
                            Name: Thomas P. McKaskill
                          Title:  President



                            DATASTREAM SYSTEMS, INC.


                          By:
                             Name:Larry G. Blackwell
                          Title:  Chairman and Chief Executive Officer