EXHIBIT 10.7

                        DEFINITIVE ACQUISITION AGREEMENT
                                       OF
                          CMS TECHNOLOGY SERVICES, L.P.


         THIS ACQUISITION AGREEMENT effective as of July 1, 2004 and executed as
of July 13, 2004 (this "Agreement"), is made and entered into by and among
Systems Evolution Inc., a Texas corporation and Systems Evolution Inc., an Idaho
corporation ("Buyer"), and Southwest CMS Technology Services LP, a Texas limited
partnership acting through its general partner CMS Associates, LLC, a Texas
limited liability corporation ("CMS") and the individual parties listed on
Exhibit A hereto (jointly, severally and collectively the "Seller").

         WHEREAS, subject to and in accordance with the terms and conditions of
this Agreement, the respective Boards of Directors of Buyer and the general
partner of Seller have approved an acquisition of Seller by Buyer (the
"Acquisition"), in connection with which all of Seller's interest will be
conveyed to Buyer in consideration of the purchase price set forth below
(together with the other transactions contemplated by this Agreement, the
"Transactions");

         WHEREAS, the parties hereto desire to set forth certain
representations, warranties and covenants made by each to the other as an
inducement to the consummation of the Transactions;

         NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:

                                    ARTICLE I
                                THE TRANSACTIONS

         1.1 Closing Date. The closing of the Transactions (the "Closing") shall
take place at the offices of the Seller in Stafford, Texas, as soon as
practicable after the satisfaction or waiver of each of the conditions set forth
in Article IV hereof or at such other time and place and on such other date as
Buyer and Seller shall agree; provided that each of the closing conditions set
forth in Article IV hereof shall have been satisfied or waived at or prior to
such time. The date on which the Closing occurs is herein referred to as the
"Closing Date."

         1.2 The Transactions. Subject to the terms and conditions of this
Agreement:

         (a)      On the Closing Date, the interest holders of Seller, based
                  upon ownership of Seller as listed in Exhibit A, shall tender
                  to Buyer all interest in and to Seller and receive from Buyer
                  the purchase price consideration set forth below (the
                  "Purchase Price") pro rata according to their share ownership
                  in the Seller as listed in Exhibit A.


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         (b)      The Purchase Price shall consist of: (i) two checks in the
                  total amount of Ten Thousand Dollars ($10,000.00) made payable
                  to Christopher A. Bunch for Two Thousand Dollars ($2,000.00)
                  and Mitchell R. Sowards for Eight Thousand Dollars
                  ($8,000.00); (ii) two promissory notes in the total amount of
                  Forty Thousand Dollars ($40,000), in the form attached hereto
                  as Exhibit B, made payable to Mitchell R. Sowards (for
                  $32,000.00) and Christopher A. Bunch (for $8,000.00) in four
                  (4) equal installments with no interest thereon each quarter
                  thereafter commencing on October 1st, 2004 and ending on July
                  1st, 2005 ("Final Payout"); and (iii) Two Hundred Thousand
                  (200,000) shares of restricted Common stock of Systems
                  Evolution Inc., an Idaho corporation which is publicly traded
                  on the OTCBB under the symbol "SEVI" ("Buyer Common Stock").


                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

         2.1 Representations and Warranties of Buyer. Buyer hereby represents
and warrants to Seller that:

                  (a) Organization. Buyer is a corporation duly incorporated,
         validly existing and in good standing under the laws of the state of
         Texas and the state of Idaho. Buyer has all requisite corporate power
         and corporate authority to own, lease and operate all of its properties
         and assets and to carry on its business as now being conducted, except
         where the failure to be so organized, existing or in good standing
         would not have a Material Adverse Effect on the financial condition of
         Buyer and its subsidiaries, taken as a whole (a "Buyer MAE"). Buyer is
         duly qualified to do business, and is in good standing, in each
         jurisdiction in which the property owned, leased or operated by it or
         the nature of the business conducted by it makes such qualification
         necessary, except in such jurisdictions where the failure to be duly
         qualified would not have a Buyer MAE. Buyer has heretofore delivered to
         Seller true and complete copies of Buyer's Certificates of
         Incorporation, as amended, and Buyer's bylaws as in existence on the
         date hereof.

                  (b) Authorization and Validity of Agreement. The execution and
         delivery by Buyer of this Agreement and the consummation by Buyer of
         the Transactions contemplated hereby have been duly authorized by all
         necessary corporate action. This Agreement has been duly executed and
         delivered by Buyer and is the legal valid and binding obligation of
         Buyer, enforceable against Buyer in accordance with its terms.

                  (c) No Conflict. The execution and delivery of this Agreement
         does not, and the consummation of the Transactions will not, conflict
         with, or result in any violation of, or default (with or without notice
         or lapse of time, or both) under, or give rise to a right of
         termination, cancellation or acceleration of or "put" right with
         respect to any obligation or to loss of a material benefit under, or
         result in the creation of any lien or encumbrance upon any of the
         properties or assets of Buyer under, any provision of (i) the charter
         or bylaws of Buyer, (ii) any loan or credit agreement, note, bond,
         mortgage, indenture, lease, guaranty or other financial assurance
         agreement or other agreement, instrument, permit, concession, franchise
         or license applicable to Buyer, and (iii) subject to governmental
         filing and other matters referred to in the following sentence, any
         judgment, order, decree, statute, law, ordinance, rule or regulation or
         arbitration award applicable to Buyer, other than, in the case of
         clause (ii), any such conflicts, violations, defaults, rights or liens
         or encumbrances that individually or in the aggregate would not have a
         Buyer MAE. No consent, approval, order or authorization of, or
         registration, declaration or filing with, any court, administrative
         agency or commission or other governmental authority or agency,
         domestic or foreign, including local authorities (a "Governmental
         Entity"), is required by or with respect to Buyer in connection with
         the execution and delivery of this Agreement by Buyer or the
         consummation by Buyer of the Transactions, except for such consents,
         approvals, orders, authorizations, registrations, declarations, filings
         and notices as are set forth in Schedule 2.1(c).


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         2.2 Representations and Warranties of Seller. Seller hereby, jointly
         and severally (according to their respective ownership interest as
         listed on Exhibit A hereto), represents and warrants to Buyer that:

                  (a) Organization. Seller is a limited partnership duly
         organized, validly existing and in good standing under the laws of the
         state of Texas. Seller has all requisite corporate power and corporate
         authority and all necessary governmental authorizations to own, lease
         and operate all of its properties and assets and to carry on its
         business as now being conducted, except where the failure to be so
         organized, existing or in good standing or to have such governmental
         authority would not (i) have a Material Adverse Effect on the assets,
         properties, business, operations, or condition (financial or otherwise)
         of Seller, taken as a whole or (ii) prevent or materially adversely
         affect the ability of Seller to perform and comply with its obligations
         under this Agreement, or any other agreement to be executed and
         delivered in connection with the Transactions (a "Seller MAE"). Seller
         is duly qualified as a foreign corporation to transact business, and is
         in good standing, in each jurisdiction in which the property owned,
         leased or operated by it or the nature of the business conducted by it
         makes such qualification necessary, except in such jurisdictions where
         the failure to be duly qualified does not and would not have a Seller
         MAE. Seller is in compliance with all applicable laws, judgments,
         orders, rules and regulations, domestic and foreign, except where
         failure to be in such compliance would not have a Seller MAE. Seller
         has heretofore delivered to Buyer true and complete copies of Seller's
         Certificate of Limited Partnership and Limited Partnership Agreement
         (the "Partnership Documents"), and CMS's Articles of Organization as in
         existence on the date hereof.

                  (b) Capitalization. The authorized capital stock of Seller
         consists of 100,000 shares of Seller Stock. As of the date of this
         Agreement, there were 100,000 shares of Seller Stock issued and
         outstanding. All issued and outstanding shares of Seller Stock are
         validly issued, fully paid and nonassessable, were not issued in
         violation of any preemptive rights or other preferential rights of
         subscription or purchase of any person, and no holder thereof is
         entitled to preemptive rights. Seller is not a party to, and is not
         aware of, (i) any voting agreement, voting trust or similar agreement
         or arrangement relating to any class or series of its capital stock, or
         (ii) any agreement or arrangement providing for registration rights
         with respect to any capital stock or other securities of Seller.

                  (c) Authorization and Validity of Agreement. Seller has all
         requisite corporate power and authority to enter into this Agreement,
         and to perform its respective obligations hereunder. The execution and
         delivery by Seller of this Agreement to which it is a party and the
         consummation by it of the Transactions have been duly authorized by all
         necessary corporate action. This Agreement has been duly executed and
         delivered by Seller and is the valid and binding obligation of Seller
         enforceable against it in accordance with its terms.

                  (d) No Approvals or Notices Required; No Conflict with
         Instruments to which Seller is a Party. The execution and delivery of
         this Agreement does not, and the consummation of the Transactions and
         compliance with the provisions hereof and thereof will not, conflict
         with, or result in any violation of, or default (with or without notice
         or lapse of time, or both) under, or give rise to a right of
         termination, cancellation or acceleration of or "put" right with
         respect to any obligation or to loss of a material benefit under, or
         result in the creation of any lien or encumbrance upon any of the
         properties or assets of Seller, any provision of (i) the Partnership
         Documents of Seller, (ii) except as set forth in Schedule 2.2(d), any
         loan or credit agreement, note, bond, mortgage, indenture, lease,
         guaranty or other financial assurance agreement or other agreement,
         instrument, permit, concession, franchise or license applicable to
         Seller or any of their respective properties or assets, and (iii)
         subject to governmental filing and other matters referred to in the
         following sentence, any judgment, order, decree, statute, law,
         ordinance, rule or regulation or arbitration award applicable to Seller
         or their respective properties or assets, other than (A), in the case
         of clause (ii), any such conflicts, violations, defaults, rights or
         liens or encumbrances that individually or in the aggregate would not
         have a Seller MAE. No consent, approval, order or authorization of, or
         registration, declaration or filing with, any Governmental Entity is
         required by or with respect to Seller in connection with the execution
         and delivery of this Agreement by Seller or the consummation by Seller
         of the Transactions.


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                  (e) Commission Filings; Financial Statements. Seller is not a
         public corporation and is not required to file any reports,
         registration statements and other filings with the Commission.

                  To the best of the Seller's knowledge, each of the Seller's
         consolidated financial statements (including any related notes or
         schedules) (i) was prepared in accordance with customary accounting
         principles applied on a consistent basis (except as may be noted
         therein or in the notes or schedules thereto) and (ii) except for
         non-compliance that would not have a Seller MAE, complied with the
         rules and regulations of the Commission. Such consolidated financial
         statements fairly present the consolidated financial position of Seller
         as of the dates thereof and the results of operations, cash flows and
         changes in stockholders' equity for the periods then ended (subject, in
         the case of the unaudited interim financial statements, to the
         exclusion of normal year-end audit adjustments and footnote
         disclosures). As of the date hereof, Seller has no liabilities,
         absolute or contingent, that may reasonably be expected to have a
         Seller MAE, except (i) those incurred in the ordinary course of
         business consistent with past operations and not relating to the
         borrowing of money and (ii) those set forth in Schedule 2.2(e).

                  (f) Conduct of Business in the Ordinary Course; Absence of
         Certain Changes and Events. Since the date of the initial Letter of
         Intent, except as contemplated by this Agreement or set forth in
         Schedule 2.2(e), Seller has conducted its business only in the ordinary
         and usual course in accordance with past practice, and there has not
         been: (i) a Seller MAE; (ii) to the knowledge of Seller, any other
         condition, event or development that reasonably may be expected to
         result in a Seller MAE; (iii) any change by Seller in its accounting
         methods, principles or practices; (iv) any revaluation by Seller of any
         of its assets, including, without limitation, writing down the value of
         inventory or writing off notes or accounts receivable other than in the
         ordinary course of business and consistent with past practice; (v) any
         entry by Seller into any commitment or transaction that would be
         material to Seller; (vi) any declaration, setting aside or payment of
         any dividends or distributions in respect of the Seller Stock or any
         redemption, purchase or other acquisition of any of its securities;
         (vii) any damage, destruction or loss (whether or not covered by
         insurance) materially adversely affecting the properties or business of
         Seller; (viii) any increase in indebtedness of borrowed money other
         than borrowing under existing credit facilities, the amount of which is
         disclosed in Schedule 2.2 (d) and (e); (ix) any granting of a security
         interest or lien or encumbrance on any property or assets of Seller.


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                  (g) Litigation. Except as disclosed in Schedule 2.2(g), there
         are no claims, actions, suits, investigations, inquiries or
         proceedings, pending or, to the knowledge of Seller, threatened against
         Seller any of their respective properties at law or in equity, wherever
         located (i) that exist today or (ii) that would otherwise, if adversely
         determined, have a Seller MAE. Seller is not subject to any judicial,
         governmental or administrative order, writ, judgment, injunction or
         decree. Seller, jointly and severally, agrees to indemnify and hold
         Buyer harmless for any damages, costs and expenses, including
         reasonable legal fees, for any and all claims, actions, suits,
         investigations, inquiries or proceedings arising out of those items
         disclosed in Schedule 2.2(g).

                  (h) Taxes. Except as set forth in Schedule 2.2(h),

                           (i) all returns and reports, including, without
                  limitation, information and withholding returns and reports
                  ("Tax Returns"), of or relating to any foreign, federal, state
                  or local tax, assessment or other governmental charge ("Taxes"
                  or a "Tax") that are required to be filed on or before the
                  Closing Date by or with respect to Seller, have been or will
                  be duly and timely filed, all such Tax Returns are or will be
                  true, correct and complete in all material respects, and all
                  Taxes, including interest and penalties, due and payable
                  whether or not shown on any such Tax Return have been or will
                  be duly and timely paid or adequately provided for in reserves
                  established by Seller in its consolidated financial
                  statements, except where the failure to file Tax Returns or to
                  pay or provide for Taxes would not result in a Seller MAE;

                           (ii) the charges, accruals and reserves for Taxes
                  with respect to Seller reflected in the consolidated financial
                  statements included in the Seller Commission Filings have been
                  prepared in accordance with generally accepted accounting
                  principles and are sufficient to cover the payment of all
                  material Taxes, including any penalties or interest thereon
                  and whether or not assessed or disputed, that are, or are
                  hereafter found to be, or to have been, due with respect to
                  the operations of Seller through the periods covered thereby
                  and Seller has (and as of the Closing Date will have) made all
                  estimated tax payments required with respect to Taxes for Tax
                  Returns not yet due;

                           (iii) there is no action, suit, proceeding, audit or
                  claim now proposed or pending against or with respect to
                  Seller in respect to any Taxes, and no material assessment,
                  deficiency or adjustment has been asserted or proposed with
                  respect to any Tax Return of or with respect to Seller that
                  has not been adequately provided for in reserves established
                  by Seller;

                           (iv) no waiver or extension of any statute of
                  limitations or the period of assessment or collection of any
                  Taxes relating to any federal, state, local or foreign Tax
                  matter has been given by or requested from Seller and no power
                  of attorney with respect to any such Taxes has been filed or
                  entered into with any Governmental Authority, in either case
                  that will be outstanding as of the Closing Date and the time
                  for filing any Tax Return relating to Seller has not been
                  extended to a date later than the date of this Agreement;

                           (v) except for statutory liens or encumbrances for
                  current Taxes not yet delinquent, no liens or encumbrances for
                  Taxes exist upon the assets of Seller;


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                           (vi) Seller is not a party to or bound by or has an
                  obligation under any written Tax separation, sharing or
                  similar agreement or arrangement;


                  (i) Severance Payments. Except as set forth in Schedule
         2.2(i), neither Seller nor any of the Seller Subsidiaries will have any
         liability or obligation to pay a severance payment or similar
         obligation to any of their respective employees, officers or directors
         as a result of the Transactions, nor will any of such persons be
         entitled to an increase in severance payments or other benefits as a
         result of the Transactions in the event of the subsequent termination
         of their employment.

                  (j) Brokers. Except as set forth in Schedule 2.2(j), no
         broker, investment banker, or other Person acting on behalf of Seller
         is or will be entitled to any broker's, finder's or other similar fee
         or commission in connection with the Transactions.

                  (k) Compliance with Laws. Seller hold all required, necessary
         or applicable permits, licenses, variances, exemptions, orders,
         franchises and approvals of all Governmental Entities, except where the
         failure to so hold could not reasonably be expected to have a Seller
         MAE (the "Seller Permits"). All applications with respect to such
         Seller Permits, were complete and correct in all material respects when
         made and Seller does not know of any reason why any of such permits,
         licenses, variances, exemptions, orders, franchises and approvals would
         be subject to cancellation. Seller is in compliance with the terms of
         the Seller Permits except where the failure to so comply could not
         reasonably be expected to have a Seller MAE. Seller has not violated or
         failed to comply with any statute, law, ordinance, regulation, rule,
         permit or order of any Federal, state or local government, domestic or
         foreign, or any Governmental Entity, any arbitration award or any
         judgment, decree or order of any court or other Governmental Entity,
         applicable to Seller or its business, assets or operations, except for
         violations and failures to comply that would not have a Seller MAE.

                  (l) Contracts. Schedule 2.2(l) contains a complete list of the
         following contracts, agreements, arrangements and commitments: (A) all
         employment or consulting contracts or agreements to which Seller is
         contractually obligated; (B) current leases, sales contracts and other
         agreements with respect to any real property of Seller or to which
         Seller is contractually obligated and current leases, sales contracts
         or other agreements with respect to personal property of Seller is
         contractually obligated, in each case having (1) a remaining term of
         greater than one year or (2) total payments that may be required of
         Seller exceeding $10,000; (C) contracts or commitments for capital
         expenditures or acquisitions in excess of $10,000 to which Seller is
         obligated; (D) agreements, contracts, indentures or other instruments
         relating to the borrowing of money, or the guarantee of any obligation
         for the borrowing of money, to which Seller is a party or any of their
         respective properties is bound; (E) all material indemnification and
         guaranty or other similar obligations (other than those obligations
         which occur in the ordinary course of business) to which Seller is
         bound; (F) any outstanding bonds, letters of credit posted or
         guaranteed by Seller with respect to any Person, other than those that
         do not exceed $10,000 in the aggregate; and (G) any covenants not to
         compete or other obligations affecting Seller that would materially
         restrict any of them or their affiliates from engaging in any business
         or activity. True and correct copies of all the instruments described
         in Schedule 2.2(l) have been furnished or made available to Buyer.
         Except as noted in Schedule 2.2(l), all such agreements, arrangements
         or commitments are valid and subsisting and Seller, to the extent each
         is a party, has duly performed its obligations thereunder in all
         material respects to the extent such obligations have accrued, and no
         breach or default exists thereunder by Seller or, to the knowledge of
         Seller, any other party thereto. There are no material liabilities of
         any of the parties to any of the contracts between Seller and third
         parties arising from any breach of or default in any provision thereof,
         other than such breaches that, individually or in the aggregate, could
         not reasonably be expected to have a Seller MAE, or that would permit
         the acceleration of any obligation of any party thereto or the creation
         of a lien or encumbrance upon any asset of Seller.



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                  (m) Title to Property.

                           (i) Seller has good and indefeasible title to, or
                  valid leasehold interests in, all of their properties and
                  assets including all real property and all other properties
                  (tangible or intangible, real or personal) carried on their
                  books as an asset or used exclusively by them in their
                  business.

                           (ii) Seller has complied in all material respects
                  with the terms of all leases to which it is a party and under
                  which it is in occupancy, and all such leases are in full
                  force and effect. Seller enjoys peaceful and undisturbed
                  possession under all such leases.

                  (n) Insurance Policies. Schedule 2.2(n) contains a correct and
         complete description of all insurance policies of Seller covering
         Seller, any employees or other agents of Seller or any assets of
         Seller. Each such policy is in full force and effect, is with
         responsible insurance carriers and is substantially equivalent in
         coverage and amount to policies covering companies of the size of
         Seller and in the business in which Seller is engaged, in light of the
         risk to which such companies and their employees, businesses,
         properties and other assets may be exposed. All retroactive premium
         adjustments under any worker's compensation policy of Seller have been
         recorded in Seller's financial statements in accordance with generally
         accepted accounting principles and are reflected in the financial
         statements.

                  (o) Loans. Schedule 2.2(o) sets forth all existing loans,
         advances or other extensions of credit (excluding accounts receivable
         arising in the ordinary course of business) by Seller to any party,
         including intercompany loans, advances, guaranties or extensions of
         credit.


                                   ARTICLE III
                              ADDITIONAL AGREEMENTS

         3.1 Filings; Consents; Reasonable Efforts. Subject to the terms and
conditions of this Agreement, Seller and Buyer shall (I)make all filings
necessary under the applicable Securities Acts, the Exchange Act, the Texas
Corporations and Partnership Laws and applicable blue sky or similar securities
laws and shall use all reasonable efforts to obtain required approvals and
clearances with respect thereto; (ii) use reasonable efforts to obtain all
consents, waivers, approvals, authorizations, and orders required in connection
with the authorization, execution, and delivery of this Agreement; and (iii) use
reasonable efforts to take, or cause to be taken, all appropriate action, and
do, or cause to be done, all things necessary, proper, or advisable to make
effective as promptly as practicable the Transactions.

         3.2 Notification of Certain Matters. Seller shall give prompt notice to
Buyer, and Buyer shall give prompt notice to Seller, orally and in writing, of
(i) the occurrence, or failure to occur, of any event which occurrence or
failure would be likely to cause any representation or warranty contained in
this Agreement to be untrue or inaccurate at any time from the date hereof to
the Closing Date; and (ii) any material failure of Seller or Buyer, as the case
may be, or any officer, director, employee or agent thereof, to comply with or
satisfy any covenant, condition or agreement to be compiled with or satisfied by
it hereunder.



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         3.3 Indemnification of Sellers after the Closing Date. After the
Closing Date, Buyer shall cause to indemnify and hold the individual parties
listed in Exhibit A harmless for any damages, costs and expenses, including
reasonable legal fees, for any and all third-party claims, actions, suits,
investigations, inquiries or proceedings arising after the Closing Date and out
of any actions of said individuals in the ordinary course of business and within
the scope of their employment or affiliation with Buyer as officers, directors,
employees or independent contractors of Buyer.

         3.4 Buyback Option of Seller. In the event that Buyer plans to
discontinue or divest itself of all operations in the San Antonio area within
three years of the Closing Date, Seller shall have a right of first refusal to
purchase the entire San Antonio operations, including all of the existing
accounts, assets (including rights to the trade names "CMS" and "CMS Technology
Services"), and liabilities, located within the San Antonio area for a cash sum
secured by a promissory note (payable in 36 equal monthly installments)
calculated as follows: multiply by twenty-five percent (25%) the average annual
service revenues recorded in the fiscal years prior to the year in which
discontinuation of operations in San Antonio occurs.


                                   ARTICLE IV
                                   CONDITIONS

         4.1 Conditions to Obligations of Each Party. The respective obligations
of each party to consummate the Agreement and the Transactions shall be subject
to the fulfillment of the following conditions:

                  (a) No order shall have been entered and remain in effect in
         any action or proceeding before any foreign, federal or state court or
         governmental agency or other foreign, federal or state regulatory or
         administrative agency or commission that would prevent or make illegal
         the consummation of the Transactions;

                  (b) There shall have been obtained any and all material
         permits, approvals and consents of any governmental body, commission or
         agency that reasonably may be deemed necessary so that the transactions
         contemplated thereby will be in compliance with applicable laws, the
         failure to comply with which would have a Seller MAE or Buyer MAE; and

                  (c) The receipt of all approvals and consents of third persons
         the granting of which is necessary for the Transactions contemplated in
         connection therewith.

                  (d) Seller understands and acknowledges that such Buyer Common
         Stock to be issued will not be registered under the Securities Act of
         1933 and will be restricted stock under SEC Rule 144 for a period of at
         least one year from the date of issuance. Seller acknowledges that the
         share certificates shall bear some form of restrictive legend as
         follows:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING
         OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE
         BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN
         THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
         OR EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
         REQUIRED.



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         4.2 Additional Conditions to Obligations of Buyer. The obligation of
Buyer to consummate the Agreement and the Transactions is, at the option of
Buyer, also subject to the fulfillment at or prior to the Closing Date of the
following conditions:

                  (a) The representations and warranties of Seller in this
         Agreement shall be true and correct on the Closing Date as if made on
         and as of that date, except for changes with the prior written consent
         of Buyer;

                  (b) There shall have been no material adverse change in the
         assets, properties, business, operations, or condition (financial or
         otherwise) of Seller (taken as a whole);

                  (c) There shall be no liability or claim existing with respect
         to Seller that is material to Seller, taken as a whole, other than such
         liabilities or claims the nature and amount of which have been
         disclosed in all material respects in this Agreement as of the date
         hereof;

                  (d) All of the other terms, conditions, covenants and
         agreements to be complied with or performed by Seller under this
         Agreement on or before the Closing Date shall have been duly complied
         with or performed in all material respects;

                  (e) The Closing Date shall have occurred on or before July 31,
         2004;

                  (f) Seller shall deliver to Buyer customary closing documents,
         each of which shall be dated as of the Closing Date, duly executed and
         in a form reasonably satisfactory to Buyer, including a certificate of
         Seller's general partner confirming all of the matters set forth in
         Sections 4.2(a)-(d);

                  (g) There shall not have occurred (i) any suspension or
         limitation on trading in securities generally on any Stock Exchange or
         the establishment of minimum prices on such Exchange, (ii) a
         declaration of a banking moratorium either by Federal or New York State
         authorities or (iii) any outbreak or escalation of hostilities,
         declaration by the United States of a national emergency or war, or
         other calamity or crisis the effect of which on financial markets is
         such as to make it, in the sole judgment of Buyer, impractical or
         inadvisable to proceed with the consummation of the Transactions
         contemplated hereby to be consummated at the Closing Date.

         4.3 Additional Conditions to Obligations of Seller. The obligation of
Seller to consummate the Transactions contemplated by this Agreement is, at the
option of Seller, also subject to the fulfillment at or prior to the Closing
Date of the following conditions:

                  (a) The representations and warranties of Buyer contained in
         Section 2.1 shall be accurate as of the date of this Agreement and
         (except to the extent such representations and warranties speak
         specifically as of an earlier date) as of the Closing Date as though
         such representations and warranties had been made at and as of that
         time; all the terms, covenants and conditions of this Agreement to be
         complied with and performed by Buyer on or before the Closing Date
         shall have been duly complied with and performed in all material
         respects.


<PAGE>

                                    ARTICLE V
                               GENERAL PROVISIONS

         5.1 Survival of Representations, Warranties and Indemnities. The
representations, warranties and indemnities in this Agreement shall survive the
confirmation of the Closing Date until Final Payout.

         5.2 Public Statements. Seller and Buyer agree to consult with each
other prior to issuing any press release or otherwise making any public
statement with respect to the transactions contemplated hereby.

         5.3 Assignment. This Agreement shall inure to the benefit of and will
be binding upon the parties hereto and their respective legal representatives,
successors and permitted assigns.

         5.4 Notices. All notices, requests, demands, claims and other
communications which are required to be or may be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (i) delivered
in Person or by courier, (ii) sent by telecopy or facsimile transmission, answer
back requested, or (iii) mailed, certified first class mail, postage prepaid,
return receipt requested, to the parties hereto at the following addresses:


<PAGE>

         if to Seller:

         Mr. Mitchell R. Sowards 11123 Cedar Mountain San Antonio, Texas 78249

         with a copy to:

         Mr. T. Drew Cauthorn 700 N. St. Mary's
         Suite 600
         San Antonio, Texas 78205

         if to Buyer:

         Mr. Robert C. Rhodes
         Systems Evolution Inc.
         10707 Corporate Drive
         Suite 156
         Stafford, Texas 77477

         with a copy to:

         Roger L. Shoss
         807 S. Post Oak Lane, Suite 223
         Houston, Texas 77056

         or to such other address as any party shall have furnished to the other
by notice given in accordance with this Section 5.4. Such notices shall be
effective, (i) if delivered in Person or by courier, upon actual receipt by the
intended recipient, (ii) if sent by telecopy or facsimile transmission, when the
answer back is received, or (iii) if mailed, upon the earlier of five days after
deposit in the mail and the date of delivery as shown by the return receipt
therefor.

         5.5 Governing Law. All questions arising out of this Agreement and the
rights and obligations created herein, or its validity, existence,
interpretation, performance or breach shall be governed by the laws of the State
of Texas, without regard to conflict of laws principles.

         5.6 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provision, covenants and
restrictions of this Agreement shall continue in full force and effect and shall
in no way be affected, impaired or invalidated.

         5.7 Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same agreement.

         5.8 Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.

         5.9 Entire Agreement: Third Party Beneficiaries. This Agreement shall
constitute the entire agreement and supersede all other prior agreements and
understandings, both oral and written, among the parties or any of them, with
respect to the subject matter hereof and neither this nor any document delivered
in connection with this Agreement confers upon any Person not a party hereto any
rights or remedies hereunder.


<PAGE>

         5.10 Waiver and Amendment. Any provision of this Agreement may be
waived at any time by the party that is, or whose stockholders are, entitled to
the benefits thereof. This Agreement may not be amended or supplemented at any
time, except by an instrument in writing signed on behalf of each party hereto.
The waiver by any party hereto of any condition or of a breach of another
provision of this Agreement shall not operate or be construed as a waiver of any
other condition or subsequent breach. The waiver by any party hereto of any of
the conditions precedent to its obligations under this Agreement shall not
preclude it from seeking redress for breach of this Agreement other than with
respect to the condition so waived.

         IN WITNESS WHEREOF, each of the parties caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized and in their
individual capacities, all as of the date first above written.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


<PAGE>


                               BUYER

                               SYSTEMS EVOLUTION INC.,
                               a Texas Corporation


                               By: /s/ Robert C. Rhodes
                                   -------------------------------
                               Name: Robert C. Rhodes
                               Title: Chief Executive Officer

                               SYSTEMS EVOLUTION INC.,
                               An Idaho Corporation



                               By: /s/ Robert C. Rhodes
                                   -------------------------------
                               Name: Robert C. Rhodes
                               Title: Chief Executive Officer



                               SELLER

                               SOUTHWEST CMS TECHNOLOGIES SERVICES LP,
                               a Texas Limited Partnership acting
                               through its General Partner, CMS
                               Associates, LLC


                               By: /s/ Mitchell Sowards
                                   -------------------------------
                               Name: ___________________________
                               Title: ____________________________


                               By: /s/ Mitchell Sowards
                                   -------------------------------
                               Name: Mitchell R. Sowards




<PAGE>



                                    EXHIBIT A
                               OWNERSHIP OF SELLER

Southwest CMS Technology Services LP

CMS Associates Inc., general partner..............1%
Mitchell Sowards.................................79%
Christopher Bunch................................20%


CMS Associates, LLC

Mitchell Sowards...............................100%


Buyer Common Stock
The 200,000 restricted shares of SEVI Common Stock referred to in Section 1.2(b)
shall be distributed as follows: Mitchell Sowards to receive 160,000 restricted
shares of SEVI Common stock Christopher Bunch to receive 40,000 restricted
shares of SEVI Common stock



<PAGE>
                                    EXHIBIT B
                             FORM OF PROMISSORY NOTE

                                 PROMISSORY NOTE


COUNTY OF HARRIS                                              JULY 13, 2004

STATE OF TEXAS


         FOR VALUE RECEIVED, Systems Evolution Inc., a Texas corporation
("Maker") promises to pay to the order of Mitchell R. Sowards at 11123 Cedar
Mountain, San Antonio, TX 78249, the principal sum of THIRTY TWO THOUSAND
DOLLARS ($32,000) payable in four (4) equal installments of Eight Thousand
Dollars ($8,000) each quarter commencing on October 1, 2004 and ending on July
1, 2005.

         If default be made in the payment when due of any part or installment
of this Note, then the whole sum of the principal will become immediately due
and payable at the option of the holder of this Note, without notice. Further,
if Maker should at any time fail in business or become insolvent, or commit an
act of bankruptcy, or if any writ of execution, garnishment, attachment, or
other legal process is issued against any deposit account of or other property
of the Maker, or if any assessment for taxes against Maker, other than taxes on
real property, is made by the federal or state government, or any department of
the federal or state government, or if Maker fails to notify holder of any
material change in his financial condition, then and in such case all of the
obligations of the Maker will, at the option of the holder, become due and
payable immediately without demand or notice.

         In the event of commencement of suit to enforce payment of this Note,
Maker agrees to pay such additional attorneys' fees and court costs as the court
may adjudge reasonable.

         This Note is made and enforceable under the laws of the State of Texas.

         IN WITNESS OF THIS AGREEMENT, Maker has caused this Note to be
executed.

                                        SYSTEMS EVOLUTION INC.

                                        -----------------------
                                        Robert C. Rhodes
                                        Chief Executive Officer


<PAGE>

                                    EXHIBIT B
                             FORM OF PROMISSORY NOTE

                                 PROMISSORY NOTE


COUNTY OF HARRIS                                              JULY 13, 2004

STATE OF TEXAS


         FOR VALUE RECEIVED, Systems Evolution Inc., a Texas corporation
("Maker") promises to pay to the order Christopher A. Bunch, at 12358 Hart
Crest, San Antonio, TX 78249, the principal sum of EIGHT THOUSAND DOLLARS
($8,000) payable in four (4) equal installments of Two Thousand Dollars ($2,000)
each quarter commencing on October 1, 2004 and ending on July 1, 2005.

         If default be made in the payment when due of any part or installment
of this Note, then the whole sum of the principal will become immediately due
and payable at the option of the holder of this Note, without notice. Further,
if Maker should at any time fail in business or become insolvent, or commit an
act of bankruptcy, or if any writ of execution, garnishment, attachment, or
other legal process is issued against any deposit account of or other property
of the Maker, or if any assessment for taxes against Maker, other than taxes on
real property, is made by the federal or state government, or any department of
the federal or state government, or if Maker fails to notify holder of any
material change in his financial condition, then and in such case all of the
obligations of the Maker will, at the option of the holder, become due and
payable immediately without demand or notice.

         In the event of commencement of suit to enforce payment of this Note,
Maker agrees to pay such additional attorneys' fees and court costs as the court
may adjudge reasonable.

         This Note is made and enforceable under the laws of the State of Texas.

         IN WITNESS OF THIS AGREEMENT, Maker has caused this Note to be
executed.

                                        SYSTEMS EVOLUTION INC.

                                        -----------------------
                                        Robert C. Rhodes
                                        Chief Executive Officer



<PAGE>

                                    SCHEDULES

2.1(c) Consents and Approvals of Buyer
         NONE

2.2(d) Bank Liabilities of Seller

         (A) Bank of America "Creditline for Business" $50,000.00 line of
         credit, with drawn amount of $39,000.00.

         (B) Wells Fargo term loan number 83-7657747-6 with an outstanding
         balance amount of $71,000.00.

         (C) Revolving purchase line of credit with Ingram Micro, activated for
         an amount of $30,000.00.

2.2(e)   Other Liabilities of Seller NONE over $10,000.00

2.2(g) Litigation
         NONE

2.2(h) Taxes
         NONE

2.2(i) Severance Payments
         NONE

2.2(j) Brokers
         NONE

2.2(l) Contracts
         (A)      Lease Agreement dated August 1st, 2003 with Console Building
                  LP for the premises located at 9501 Console Drive, Suite 202,
                  San Antonio, Texas 78229, which terminates July 31, 2005.
         (B)      Lease with City Capital for N-Central dated April 29th, 2004
                  for an amount of $875 per month for 36 months.

2.2(n) Insurance Policies
         (A)      $100,000.00 life insurance policy on Mitchell R. Sowards with
                  the USAA Life Insurance Company, policy number J568436365.
         (B)      $100,000.00 life insurance policy on Christopher A. Bunch with
                  the USAA Life Insurance Company, policy number M851845223.
         (C)      General Business insurance policy with Sentry Insurance, A
                  Mutual Company, policy number 24-20474-03, sold and
                  represented by J. Bradley James.

2.2(o)   Advances and inter-company Loans of Seller
         NONE