Exhibit 2.4
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                         AGREEMENT AND PLAN OF MERGER


                                 BY AND AMONG


                            THINK NEW IDEAS, INC.,


                                     AND


                             HERRING/NEWMAN, INC.



                                 PHIL HERRING

                                     AND

                                  DAN GROSS






                                APRIL 1, 1998








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                         AGREEMENT AND PLAN OF MERGER

      THIS  AGREEMENT  (the  "Agreement")  is entered into as of this 1st day of
April,  1998,  by and among  THINK  New  Ideas,  Inc.,  a  Delaware  corporation
("THINK"),  Herring/Newman,  Inc., a  Washington  corporation  (the  "Company"),
Philip Herring and Daniel Gross (each individually  referred to hereinafter as a
"Stockholder" and collectively referred to hereinafter as the "Stockholders").

                                 WITNESSETH:

      WHEREAS,  the authorized  capital stock of the Company  consists of 50,000
shares of common  stock,  par value $1.00 per share (the  "Company  Stock"),  of
which 445 shares are issued and outstanding as of the date hereof;

      WHEREAS,  Phil  Herring  owns 425  shares of Company  Stock,  representing
ninety-five and one half percent (95.5%) of the issued and outstanding shares of
capital stock of the Company;

      WHEREAS, Dan Gross owns 20 shares of Company Stock,  representing four and
one half percent (4.5%) of the issued and outstanding shares of capital stock of
the Company;

      WHEREAS,  Phil  Herring and Dan Gross,  are the sole  Stockholders  of the
Company,  and as such, each Stockholder  desires to sell,  assign,  transfer and
convey to THINK all of each  Stockholder's  right,  title and interest in and to
the issued and  outstanding  shares of Company  Stock  pursuant to the terms and
subject to the conditions set forth in this Agreement;

      WHEREAS,  it is the desire of THINK to  purchase,  obtain and acquire from
the Stockholders all of each of such individual's  right,  title and interest in
and to all of the issued and  outstanding  shares  Company Stock pursuant to the
terms and subject to the conditions set forth in this Agreement;

      WHEREAS,  the  authorized  capital  stock of THINK  consists of 50,000,000
shares of common  stock,  par value  $.0001 per share (the "THINK  Stock"),  and
5,000,000  shares of preferred stock, par value $.0001 per share (the "Preferred
Stock"), of which 6,963,470 shares of THINK Stock were issued and outstanding as
of March 5, 1998 and no shares of Preferred  Stock are issued and outstanding as
of the date hereof;

      WHEREAS,  the respective Boards of Directors of THINK and the Company deem
it advisable  and in the best  interests of each such entity and its  respective
stockholders that the Company merge with and into THINK (the "Merger")  pursuant
to the terms of the Agreement and the  applicable  provisions of the laws of the
State of Delaware and the State of Washington;

      WHEREAS,  the  Stockholders  are  currently the only  stockholders  of the
Company  entitled to vote on the Merger and have  unanimously  voted in favor of
the Merger; and



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      WHEREAS, the Merger is intended to be treated as a tax-free reorganization
pursuant to the provisions of Section  368(a)(1)(A) of the Internal Revenue Code
of 1986, as amended (the "Code").

      NOW,  THEREFORE,  in consideration  of the premises and mutual  covenants,
conditions and agreements  contained herein and for such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, each intending to be legally bound hereby, agree as follows:


                                  ARTICLE I

                               TERMS OF MERGER

      1.1 MERGER. Upon the terms and subject to the conditions set forth in this
Agreement,  the Company shall be merged with and into THINK and the Stockholders
shall  transfer and convey to THINK all of the  Stockholders'  right,  title and
interest in and to all of the issued and  outstanding  shares of Company  Stock.
The Stockholders  hereby agree, upon the terms and subject to the conditions set
forth  herein,  to transfer and deliver to THINK for  conversion  into shares of
THINK  Stock  certificates,  properly  endorsed  in  blank or  accompanied  by a
properly  executed stock power,  representing  all of the issued and outstanding
shares of Company Stock or an affidavit of loss, as the case may be.

      1.2 MERGER  CONSIDERATION.  In consideration of and pursuant to conversion
of all of the issued  and  outstanding  shares of Company  Stock as set forth in
Section 1.1 above,  THINK shall issue to the  Stockholders an aggregate of up to
$3,055,000 as set forth below (the "Purchase Price").

             (a)  INITIAL  PAYMENT OF  PURCHASE  PRICE.  Upon  surrender  of the
certificates  representing  the  shares  of  Company  Stock or  delivery  of the
affidavit of loss, as applicable,  THINK shall:  (i) pay to the  Stockholders an
aggregate of $400,000 in cash and issue to the  Stockholders  in  proportion  to
their  ownership of Company Stock as set forth on Schedule  1.2(a) hereto shares
of THINK Stock having an aggregate  value of  $1,655,000;  and (ii) issue to the
Stockholders,  to be held in  escrow at  Continental  Stock  Transfer  and Trust
Company or such other agent as may be mutually agreed upon by the parties hereto
on such terms and conditions as may be mutually  agreed to by the parties hereto
(the  "Escrow  Agent"),  shares  of THINK  Stock  having an  aggregate  value of
$1,000,000  calculated  pursuant  to  Subsection  1.2(b)  below  (the  "Escrowed
Stock").  The  number of  shares  of THINK  Stock  issuable  hereunder  shall be
calculated in accordance with Subsection 1.2(c) below.

             (b) PURCHASE  PRICE.  The Escrowed  Stock  issuable as set forth in
Subsection  1.2(a)(ii)  above shall be issued to the Stockholders on the Closing
Date in  proportion  to their  ownership  of the  Company  Stock as set forth on
Schedule  1.2(a)  hereto  and shall be placed in escrow  pending  release to the
Stockholders  on the first  anniversary  of the Closing  Date (the  "Anniversary


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Date");  PROVIDED THAT, in the event that either Westin Premier, Inc. ("Westin")
and Hewlett  Packard ("HP"),  is not a client of THINK on the Anniversary  Date,
THINK shall have the right to force the  Stockholders to sell back to THINK, for
nominal consideration, all of the Escrowed Shares subject to the following:

                   (i) if Westin is a client  of THINK on the  Anniversary  Date
and the actual  revenue  derived by THINK from  Westin  (the  "Westin  Revenue")
during the twelve (12) months prior to the  Anniversary  Date (the  "Measurement
Period")  is at least 80% of the  actual  revenue  derived by the  Company  from
Westin  during the  twelve  (12)  months  prior to the  Closing  Date (the "Base
Period"),  one half of the Escrowed Stock (the "Westin Stock") shall be retained
by the Stockholders; if the Westin Revenue during the Measurement Period is less
than 60% of the Westin Revenue during the Base Period,  all shares of the Westin
Stock shall be sold back to THINK.  If the Westin Revenue during the Measurement
Period is at least 60% but less than 80% of the Westin  Revenue  during the Base
Period,  then the Stockholders shall be entitled to keep the number of shares of
Westin  Stock that is produced by dividing  the  Measurement  Period by the Base
Period,  subtracting .6 therefrom,  multiplying the resulting number by 5 and by
multiplying the Westin Stock by the product of the foregoing.

                   (ii) if HP is a client of THINK on the  Anniversary  Date and
the  actual  revenue  derived  by THINK  from HP (the "HP  Revenue")  during the
Measurement  Period is at least 80% of the actual revenue derived by the Company
from HP during the Base Period,  one half of the Escrowed Stock (the "HP Stock")
shall be retained by the Stockholders;  if the HP Revenue during the Measurement
Period is less than 60% of the HP Revenue during the Base Period,  all shares of
the HP  Stock  shall  be sold  back  to  THINK.  If the HP  Revenue  during  the
Measurement  Period is at least 60% but less than 80% of the HP  Revenue  during
the Base Period,  then the Stockholders  shall be entitled to keep the number of
shares of HP Stock that is produced by dividing  the  Measurement  Period by the
Base Period, subtracting .6 therefrom, multiplying the resulting number by 5 and
by multiplying the HP Stock by the product of the foregoing.

                   On the Anniversary  Date, THINK shall notify the Escrow Agent
in writing of: (i)  fulfillment of the  conditions  herein set forth relating to
release of the Escrowed  Stock,  whereupon the Escrowed Stock shall be delivered
to the  Stockholders;  or (ii) that  such  conditions  have not been  fulfilled,
whereupon the Escrowed Stock shall be delivered back to THINK.

                   Notwithstanding  the  foregoing,  in  the  event  that  THINK
experiences a Change in Control (as hereinafter defined), the Stockholders shall
be entitled to retain all of the Westin  Stock and HP Stock and such stock shall
be immediately  released to the Stockholders upon consummation of such Change in
Control. A "Change in Control" as used herein shall mean: (i) the sale of all or
substantially  all of the assets of THINK;  (ii) the  acquisition of the capital
stock of THINK by any  person or group the result of which is the  ownership  by
such  person  or group of more  than  forty  percent  (40%)  of the  issued  and
outstanding  capital  stock of THINK;  and (iii) any merger,  reorganization  or
consolidation of THINK pursuant to which THINK is not the surviving company.



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                   It is intended  that the needs of Westin and HP subsequent to
the Closing will continue to be serviced primarily by Messrs. Toliver, Gross and
Brown and THINK shall make  available  the  resources  and  personnel  needed to
support  servicing  Westin and HP subsequent to Closing that is  comparable,  by
reasonable  industry  standards,  to that which the Company has provided to such
clients prior to Closing;  PROVIDED THAT, the foregoing  individuals continue to
service  the  needs of  Westin  and HP in a  manner  comparable,  by  reasonable
industry standards, to the manner in which they have serviced such clients prior
to Closing  and,  FURTHER  PROVIDED  that such  individuals  have  entered  into
employment  agreements  between THINK and such  individuals as  contemplated  by
Section 7.14 hereof.


             (c)  CALCULATION OF PURCHASE  PRICE.  The number of shares of THINK
Stock  issuable  hereunder  shall be  determined  by dividing  the amount of the
Purchase  Price by the  average of the  closing  transaction  price per share of
THINK Stock for the twenty (20)  trading days  immediately  prior to the Closing
Date as quoted by the Nasdaq  National Market Systemsm or such other exchange or
quotation  bureau on which  THINK's  securities  are then  traded or listed  for
quotation.

      1.3 EFFECTIVE TIME OF MERGER.  Subject to the terms and conditions of this
Agreement,  the articles of merger, in substantially the form of Exhibit 1.4 (a)
(the  "Articles of Merger"),  required by Section  23B.11.030 of the  Washington
Business  Corporation  Act of the  Revised  Code of  Washington  ("RCW") and the
certificate  of  merger,  in  substantially  the  form of  Exhibit  1.4(b)  (the
"Certificate  of  Merger"),  required  by Section  252 of the  Delaware  General
Corporation  Law (the "DGCL")  shall be duly  executed and  acknowledged  by the
Constituent  Corporations (as hereinafter  defined) and thereafter  delivered to
the  Secretaries of the State of Washington and the State of Delaware for filing
pursuant  to the  RCW  and the  DGCL,  respectively,  on the  Closing  Date  (as
hereinafter  defined).  The Merger shall become effective (the "Effective Time")
upon the filing of the Articles of Merger with the  Secretaries  of the State of
Washington and the State of Delaware and the filing of the Certificate of Merger
with the  Secretary  of the State of Delaware  (collectively  referred to as the
"Merger Documents").


      1.4   EFFECTS OF THE MERGER.

       (a) At the  Effective  Time:  (i) the  separate  existence of the Company
shall cease and the Company shall be merged with and into THINK (the Company and
THINK are sometimes  referred to hereinafter as the  "Constituent  Corporations"
and THINK is sometimes referred to hereinafter as the "Surviving  Corporation");
(ii) the Certificate of Incorporation of THINK as in effect immediately prior to
the Effective Time shall continue to be the Certificate of  Incorporation of the
Surviving  Corporation;  and (iii) the Bylaws of THINK as in effect  immediately
prior to the  Effective  Time shall  continue to be the Bylaws of the  Surviving
Corporation.

       (b) At and after the  Effective  Time,  the Merger shall have the effects
set  forth in  Section  23B.11.030  of the RCW and in  Section  259 of the DGCL.
Without  limiting the foregoing,  at the Effective Time,  THINK as the Surviving
Corporation shall possess all the rights, privileges, powers and franchises of a
public as well as a private  nature,  and be  subject  to all the  restrictions,
disabilities  and  duties  of  each  of the  Constituent  Corporations,  and all
singular  rights,  privileges,  powers and franchises of each of the Constituent


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Corporations,  and all property,  real, personal and mixed, and all debts due to
either of the Constituent Corporations on whatever account, as well as for stock
subscriptions  and all  other  things  in  action  or  belonging  to each of the
Constituent Corporations,  shall be vested in THINK as the Surviving Corporation
and all property, rights,  privileges,  powers and franchises, and all and every
other interest shall be thereafter as effectually  the property of the Surviving
Corporation as they were of the Constituent  Corporations,  and the title to any
real  estate  vested  by  deed  or  otherwise,  in  either  of  the  Constituent
Corporations,  shall not  revert or be in any way  impaired;  but all  rights of
creditors  and  all  liens  upon  any  property  of  either  of the  Constituent
Corporations shall thenceforth attach to THINK as the Surviving  Corporation and
may be enforced  against it to the same extent as if said debts and  liabilities
had been incurred by it.

      1.5 DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. The directors and
officers of THINK  immediately  prior to the Effective Time shall continue to be
the  directors and officers of THINK as the  Surviving  Corporation  until their
successors  shall have been duly elected,  appointed  and/or  qualified or until
their earlier death,  resignation or removal in accordance  with the Certificate
of Incorporation and Bylaws of THINK.

      1.6  CONVERSION OF CAPITAL STOCK.  As of the Effective  Time, by virtue of
the Merger and without any action on the part of any holder of shares of Company
Stock or shares of THINK Stock:

             (a) THINK STOCK.  Each issued and outstanding  share of THINK Stock
shall  continue  to be issued and  outstanding  and shall not be effected by the
Merger.

             (b) CONVERSION OF COMPANY STOCK. Each share of Company Stock issued
and outstanding as of the Effective Time shall be converted into shares of THINK
Stock as set forth on Schedule 1.2(a) hereto.  All such shares of Company Stock,
when so converted,  shall no longer be outstanding  and shall  automatically  be
canceled and retired and shall cease to exist,  and each holder of a certificate
representing  any  such  shares  shall  cease to have any  rights  with  respect
thereto,  except the right to receive  the shares of THINK Stock to be issued or
paid in  consideration  therefor  upon the  surrender  of such  certificate  for
exchange to THINK at the Closing (as hereinafter defined).


      1.7  RESTRICTIONS  ON RESALE OF THINK  STOCK.  The  shares of THINK  Stock
received  by the  Stockholders  pursuant  to this  Agreement  may  not be  sold,
assigned, pledged, hypothecated or transferred, or any interest therein conveyed
to any other person,  except in accordance with the  registration  provisions of
the federal and state securities laws or in accordance with applicable exemption
therefrom,   and  the  certificates   representing  such  shares  shall  contain
appropriate legends to that effect.

      1.8 TAX-FREE REORGANIZATION. The parties intend that the Merger qualify as
a  tax-free  reorganization  under  Section  368(a)(1)(A)  of the  Code.  Unless
required by a final  determination  of the  Internal  Revenue  Service (or other
governing body having  jurisdiction  over these matters) or a court of competent
jurisdiction,  the parties shall not take any position on any subsequently filed
tax return inconsistent with this section.  Each party hereto represents to each
other that there exists no  indebtedness  between THINK and the Company and that


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such  party  is  not  an   investment   company   as   defined  in   Subsections
368(a)(2)(F)(iii)  and (iv) of the Code. The parties hereby agree to comply with
the reporting requirements of Treasury Regulation Section 1.368-3.

      In  furtherance of the foregoing,  THINK hereby  represents,  warrants and
covenants that:

            (a) it has no plan or intention to reacquire  any THINK Stock issued
to the Stockholders;

             (b) it has no plan or intention to sell or otherwise dispose of any
of the assets of the  Company,  except  for  dispositions  made in the  ordinary
course of business or transfers  described in Section  368(a)(2)(C) of the Code;
and

             (c) following the Merger, THINK will continue the historic business
of the Company or use a significant  portion of the Company's  historic business
assets  its  business  in  accordance  with  Section  1.368-1  of  the  Treasury
Regulations.

      In addition,  each of the Company and the Stockholders  hereby represents,
warrants and covenants that:

             (d)  prior to the  Merger,  the  liabilities  of the  Company  were
incurred by the Company in the ordinary course of its business;

             (e) the Company is not under the jurisdiction of a court in a Title
11 or similar case within the meaning of Section 368(a)(3)(A) of the Code; and

             (f) as of the Effective  Date,  the fair market value of the assets
of the Company equal or exceed the sum of the liabilities of the Company.


                                  ARTICLE II

                                   CLOSING

             2.1  DATE AND  TIME OF  CLOSING.  Subject  to  satisfaction  of the
conditions set forth in this Agreement and compliance with the other  provisions
hereof,  the closing of the  transactions  contemplated  by this  Agreement (the
"Closing")  shall take place on April 1, 1998 at 10:00  a.m.  (eastern  standard
time) at the law  offices of  Kirkpatrick  & Lockhart  LLP,  1800  Massachusetts
Avenue, N.W., Washington, D.C. 20036, or at such other place and time thereafter
as shall be mutually agreeable to the parties hereto (the "Closing Date").

             2.2 CLOSING DOCUMENTS. Upon fulfillment of the conditions set forth
herein, on the Closing Date, the parties hereto shall cause the Merger Documents
to be filed as  contemplated  in Section  1.3 hereof and each party  hereto will
execute  and  deliver  to the other  parties  here to such other  documents  and
instruments as are contemplated herein.




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                                   ARTICLE III

                        REPRESENTATIONS AND WARRANTIES

      3.1  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY AND THE  Stockholders.
The Company and the  Stockholders,  severally,  except as specifically  provided
herein, represent and warrant to THINK as follows:

            (a) AUTHORIZATION.  The execution,  delivery and performance of this
Agreement and  consummation of the  transactions  contemplated  hereby have been
duly  authorized,  adopted and approved by the board of directors of the Company
and by each of the Stockholders.  The Company has taken all necessary  corporate
action and has all of the necessary corporate power to enter into this Agreement
and to consummate the transactions  contemplated hereby. This Agreement has been
duly and  validly  executed  and  delivered  by an officer of the Company on its
behalf and, assuming that this Agreement is the valid and binding  obligation of
THINK, is the valid and binding obligation of the Company,  enforceable  against
the Company in  accordance  with its terms,  except as such  enforcement  may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other  similar  laws now or  hereafter  in  effect,  or by  legal  or  equitable
principles,  relating to or limiting creditors' rights generally and except that
the remedy of specific  performance  and injunctive and other forms of equitable
relief are subject to certain  equitable  defenses and to the  discretion of the
court before which any  proceeding  therefor  may be brought.  Each  Stockholder
severally  represents  and warrants  that he has the ability to  consummate  the
transactions  contemplated hereby, that this Agreement has been duly and validly
executed and  delivered by him and that this  Agreement is the valid and binding
obligation of such  Stockholder,  enforceable  against each such  Stockholder in
accordance  with  its  terms,  except  as such  enforcement  may be  limited  by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws now or hereafter in effect, or by legal or equitable  principles,  relating
to or  limiting  creditors'  rights  generally  and  except  that the  remedy of
specific  performance  and  injunctive  and other forms of equitable  relief are
subject to certain equitable  defenses and to the discretion of the court before
which any proceeding therefor may be brought.

            (b)  ORGANIZATION:  SUBSIDIARIES.  The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Washington.  The Company has the requisite  corporate power and authority to own
and lease its  properties  and assets and to carry on its  business as it is now
being conducted and is duly qualified to do business as a foreign corporation in
each  jurisdiction  where it owns or leases real property or conducts  business,
except  where the failure to be so qualified  would not have a material  adverse
effect on the business,  operations,  earnings,  prospects,  assets or condition
(financial or otherwise) of the Company ("Material  Adverse Effect").  Set forth
on Schedule  3.1(b)  hereto is a true and correct list of each  jurisdiction  in
which the Company is  qualified  to do  business.  The Company  does not own any
shares of  capital  stock or other  interest  in any  corporation,  partnership,
association or other entity.



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            (c) CAPITALIZATION. The number of authorized, issued and outstanding
shares of capital  stock of the  Company  as of the date  hereof is as set forth
above in the recitals to this Agreement. The outstanding shares of Company Stock
have been duly authorized, validly issued and are fully paid and non-assessable.
Each Stockholder  hereby  severally  represents and warrants that he is the sole
legal and beneficial owner of the number of shares of Company Stock as set forth
in the recitals and schedules to this Agreement, which shares, in the aggregate,
represent  all of the issued  and  outstanding  shares of  capital  stock of the
Company.  Each  Stockholder  hereby  severally  represents and warrants that the
issued and  outstanding  shares of Company Stock owned by such  Stockholder  are
owned  free of  preemptive  rights  and  free and  clear of any and all  adverse
claims, liens, mortgages,  charges,  security interests,  encumbrances and other
restrictions or limitations of any kind  whatsoever.  The Company has not issued
any shares of capital stock which could give rise to claims for violation of any
federal or state securities laws (including any rules or regulations promulgated
thereunder)  or the  securities  laws of any other  jurisdiction  (including any
rules or regulations promulgated  thereunder).  There are no options,  warrants,
calls,  convertible securities or commitments of any kind whatsoever relating to
the shares of the Company Stock subject hereto or any of the unissued  shares of
capital stock of the Company, and there are no voting trusts, voting agreements,
stockholder  agreements  or  other  agreements  or  understandings  of any  kind
whatsoever which relate to the voting of the capital stock of the Company.

            (d) FINANCIAL  STATEMENTS.  The Company has heretofore  delivered to
THINK:  (i) financial  statements  of the Company  reviewed as at March 31, 1997
(the "Reviewed Statements");  and (ii) interim unaudited financial statements of
the  Company  for the ten (10)  months  ended  January  31,  1998 (the  "Interim
Statements")   (all  of  the  foregoing,   including  the  notes  thereto,   may
collectively   be  referred  to  hereinafter  as  the  "Financial   Statements")
accompanied by the corresponding  relevant opinions and reports of the Company's
independent  accountants  as of the same  dates  and for the same  periods.  The
Financial  Statements  present fairly, in all material  respects,  the financial
position of the Company as of the respective  dates indicated and the results of
operations and cash flows of the Company for the respective  periods  indicated.
The Reviewed Statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis.

            (e) OWNED REAL  PROPERTY.  The Company does not own nor does it have
any interest in, any real property other than the leased real property set forth
below.

            (f) LEASED REAL PROPERTY;  TENANCIES.  Set forth on Schedule  3.1(f)
hereto is a true,  correct and complete  list of all of the leases and subleases
(the "Real Property Leases") with respect to real property leased by the Company
as lessee (the "Leased Real  Property").  Also set forth on Schedule 3.1(f) is a
true,  correct and complete  list of the monthly or annual,  as the case may be,
rental  payments due under the Real  Property  Leases and the  expiration  dates
thereof that is true, correct and complete in all material respects. The Company
has  delivered to THINK true,  correct and  complete  copies of each of the Real
Property  Leases.  Except as set forth on  Schedule  3.1(f),  the Company is not
required  pursuant  to the  provisions  of any of the Real  Property  Leases (or
otherwise)  to obtain the consent of any lessor with  respect to the Leased Real
Property  prior  to or in  connection  with  consummation  of  the  transactions
contemplated  hereby.  Neither the Company nor, to the  knowledge of the Company


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and the  Stockholders,  any third party is in material  default under any of the
Real Property Leases. There are no subleases or subtenancies for any part of the
Leased Real  Property that shall remain in effect after the Closing Date and, to
the knowledge of the Company and the Stockholders, there is no third party which
has any  right to  purchase,  use or  otherwise  possess  all or any part of the
Leased Real Property.

            (g) TITLE. The Company: (i) holds a valid and enforceable  leasehold
interest in the Leased Real Property; and (ii) owns good and marketable title to
all of  the  assets  and  properties  reflected  on the  balance  sheets  of the
Financial  Statements  or  purchased  by the Company  after the date of the most
recent thereof, except for supplies consumed or assets or properties sold in the
ordinary  course of  business  subsequent  to the date  thereof.  The  Company's
leasehold  interest in the Leased Real  Property is free of all adverse  claims,
liens,   mortgages,   charges,   security  interests,   encumbrances  and  other
restrictions or limitations of any kind whatsoever, except: (A) as stated in the
Financial  Statements;  (B) for liens for taxes or  assessments  not yet due and
payable or which are being contested by the Company in good faith; (C) for minor
liens  imposed by law for sums not yet due or which are being  contested  by the
Company in good  faith;  and (D) for  imperfections  of title,  adverse  claims,
charges, restrictions,  limitations,  encumbrances,  liens or security interests
that are minor  and  which do not  detract  from the  value of the  Leased  Real
Property subject thereto or which do not impair the operations of the Company or
affect the present  use of the Leased Real  Property.  To the  Company's  or the
Stockholders'  knowledge,  there is no condemnation or eminent domain proceeding
pending or threatened  against the Leased Real  Property (or any part  thereof).
The  Company  has not made any  commitments  or  received  any  notice,  oral or
written, from any public authority or other entity with respect to the taking or
use of the Leased Real Property (or any part  thereof),  whether  temporarily or
permanently,  for  easements,  rights-of-way  or other  public  or  quasi-public
purposes  or for any other  purpose  whatsoever  nor,  to the  Company's  or the
Stockholders'  knowledge,  is there any proceeding  pending or threatened  which
could adversely  affect the zoning  classification  relating to such property or
its use by the  Company  as of the date  hereof.  The  assets  reflected  on the
balance sheets of the Financial  Statements  and those  purchased by the Company
after  the date of the most  recent  thereof,  are  owned  free and clear of all
adverse claims, liens, mortgages, charges, security interests,  encumbrances and
other restrictions or limitations of any kind whatsoever,  except: (A) as stated
in the Financial  Statements  including,  without limitation,  liens or security
interests  granted by the Company in favor of Seafirst  Bank;  (B) for liens for
taxes or assessments not yet due and payable or which are being contested by the
Company in good faith;  (C) for minor liens  imposed by law for sums not yet due
or  which  are  being  contested  by the  Company  in  good  faith;  and (D) for
imperfections  of title,  adverse claims,  charges,  restrictions,  limitations,
encumbrances,  liens or  security  interests  that are  minor  and  which do not
detract in any  material  respect  from the value of any of the  assets  subject
thereto or which do not impair the  operations  of the  Company in any  material
respect or affect the present  use of the assets in any  material  respect.  The
Company has not made any  commitments  or received any notice,  oral or written,
from any public  authority  or other entity with respect to the taking or use of
any of the Company's assets, whether temporarily or permanently, for any purpose
whatsoever,  nor is there any  proceeding  pending or, to the  Company's  or the
Stockholders' knowledge, threatened which could adversely affect any asset owned
or used by the Company as of the date hereof.



                                       10
<PAGE>

            (h)  CONDITION  OF ASSETS.  The Real  Property  Leases and all other
documents and agreements pursuant to which the Company has obtained the right to
use or occupy any real  property,  personal  property  or assets,  are valid and
enforceable in all material  respects in accordance with their respective terms,
except as such enforcement may be limited by applicable bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws now or hereafter in effect, or
by legal or  equitable  principles,  relating to or limiting  creditors'  rights
generally and except that the remedy of specific  performance and injunctive and
other forms of equitable relief are subject to certain equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought.
All material  licenses,  permits and  authorizations  related to the location or
operation of the business of the Company are in good  standing and are valid and
enforceable in all material  respects in accordance with their respective terms.
There is not, under any of the foregoing  instruments,  documents or agreements,
any existing default, nor is there any event which, with notice or lapse of time
or both,  would  constitute a default  arising  through the Company or any third
party  which  could:  (i) have a Material  Adverse  Effect;  or (ii)  materially
adversely affect its use of the Leased Real Property or the title to its assets.
To the Company's or the Stockholders' knowledge, the Company is not in violation
of and has  complied  with all  applicable  zoning,  building  or  other  codes,
statutes,  regulations,  ordinances,  notices  and  orders  of any  governmental
authority with respect to the occupancy, use, maintenance,  condition, operation
and improvement of the Leased Real Property or assets,  except where the failure
to comply would not have a Material  Adverse  Effect or where  compliance is the
obligation of a landlord  under a Real Property  Lease.  To the knowledge of the
Company and the  Stockholders,  the  Company's use of any  improvements  for the
purposes  for which any of the Leased Real  Property or assets are being used as
of the  date  hereof  does  not  violate  any such  code,  statute,  regulation,
ordinance, notice or order. The Company possesses all licenses,  certificates of
occupancy,  permits and authorizations  material to the Company's  operation and
maintenance  of the Leased  Real  Property or assets for all uses for which such
property is or assets are operated or used by the Company as of the date hereof,
except where the failure to do so would not have a Material Adverse Effect.  All
of the Leased Real Property or assets  (whether  owned or leased by the Company)
are in good operating  condition and repair,  subject to normal wear and use and
each such item is usable in a manner consistent with current use by the Company.

            (i)   INTELLECTUAL PROPERTY.

                   (i) the Company's right,  title or interest in the registered
and  unregistered  trademarks,  service  marks and trade  names  (including  any
applications  for  the  same),   trade  secrets,   registered  and  unregistered
copyrights,  and computer  programs and  software  (whether or not  protected by
patent,  copyright or otherwise) which are owned by, licensed by, used in or are
material to the business of the Company (the  "Intellectual  Property")  is free
and clear of adverse claims, liens, mortgages,  charges,  security interests and
encumbrances or other restrictions or limitations of any kind whatsoever;

                  (ii)  the  Company  has  not  committed  any  acts  of  unfair
competition or directly, indirectly,  contributorily or by inducement, infringed
upon any  patent,  trademark,  service  mark,  trade name,  copyright,  computer
program or software,  or any other  intellectual  property,  nor has the Company


                                       11
<PAGE>

misappropriated any of the foregoing from any other person or entity or received
from any other  person or entity any notice,  charge,  claim or other  assertion
with respect thereto; and

                  (iii) the Company has not sent or  otherwise  communicated  to
any other person or entity any notice,  charge, claim or other assertion of, nor
has  the  Company  any  knowledge  of,  any  present,  impending  or  threatened
infringement  upon any of the  Intellectual  Property  by any  other  person  or
entity,  or  misappropriation  of any of the  foregoing  by any other  person or
entity,  or any commission of acts of unfair  competition by any other person or
entity.

            (j) ABSENCE OF UNDISCLOSED  LIABILITIES.  Other than as set forth in
the  Financial  Statements,  the  Company  has  not had  nor  does  it have  any
indebtedness, loss or liability of any nature whatsoever (other than as incurred
in the ordinary course of business),  whether accrued,  absolute,  contingent or
otherwise  and  whether due or become  due,  which is material to the  Company's
business  or  assets,  or  the  operations,  prospects,  earnings  or  condition
(financial or otherwise) of the Company.

            (k) ABSENCE OF CERTAIN CHANGES OR EVENTS. The Company has not, since
December  31,  1997,  suffered  an event  that has had or will  have a  Material
Adverse Effect.

            (l)  AGREEMENTS.  Set  forth on  Schedule  3.1(l)  hereto is a true,
correct and complete list of all  contracts,  agreements  and other  instruments
material  to the  business  or  operation  of  the  Company,  including  without
limitation,  those to which the Company is a party and those by which any of its
property  or  assets  are  bound  ("Material  Agreements").  Copies  of all such
contracts,  agreements and other  instruments  have heretofore been delivered by
the  Company to THINK.  Other than as set forth on  Schedule  3.1(l) and 3.1(f),
there is no  contract,  agreement  or other  instrument  to which the Company or
either  Stockholder  is a party or which  affects  the  assets,  liabilities  or
outstanding securities of the Company, which is material to the business, assets
or  operations  of the  Company.  None of the  foregoing  agreements  limits the
freedom of the  Company to compete in any line of business or with any person or
other entity in any geographic  region within or outside of the United States of
America.

            Neither  the  Company,  the  Stockholders  nor any third party is in
default and no event has occurred  which,  with notice or lapse of time or both,
could cause or become a default by the Company,  the  Stockholders  or any third
party, under any Material Agreement, except as would not have a Material Adverse
Effect.  To the  knowledge of the Company and the  Stockholders,  each  Material
Agreement is enforceable in accordance  with its terms against all other parties
thereto,  except as such  enforcement  may be limited by applicable  bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect, or by legal or equitable principles,  relating to or limiting creditors'
rights  generally  and  except  that the  remedy  of  specific  performance  and
injunctive and other forms of equitable relief are subject to certain  equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.



                                       12
<PAGE>

            (m) NON-CONTRAVENTION;  CONSENTS. Neither the execution and delivery
of this Agreement by the Company and each of the Stockholders,  nor consummation
of the transactions  contemplated  hereby, does or will: (i) violate or conflict
with any  provision of the articles of  incorporation  or bylaws of the Company;
(ii)  violate  or,  with the  passage of time,  result in the  violation  of any
provision  of,  or  result  in the  acceleration  of or  entitle  any  party  to
accelerate any obligation  under, or result in the creation an imposition of any
lien,  charge,  pledge,  security  interest or other encumbrance upon any of the
property or assets,  which are  material to the  business  or  operation  of the
Company,  pursuant to any provision of any  mortgage,  lien,  lease,  agreement,
permit, indenture,  license, instrument, law, order, arbitration award, judgment
or decree to which the Company is a party or by which it or any of such property
or assets are bound,  the effect of which violation,  acceleration,  creation or
imposition could have a Material Adverse Effect;  (iii) violate or conflict with
any other  restriction  of any kind  whatsoever  to which the  Company or either
Stockholder  is  subject  or by which any of their  properties  or assets may be
bound,  the effect of any of which  violation or conflict  could have a Material
Adverse Effect;  or (iv) constitute an event  permitting  termination by a third
party of any Material  Agreement which termination could have a Material Adverse
Effect.  No  consent,  authorization,   order  or  approval  of,  or  filing  or
registration with, any governmental  commission,  board or other regulatory body
is required in connection  with the execution,  delivery and  performance of the
terms  of this  Agreement  and  consummation  of the  transactions  contemplated
hereby.

            (n) EMPLOYEE  BENEFIT  PLANS.  Schedule  3.1(n)  hereto sets forth a
true,  correct and complete list of all "employee benefit plans" as such term is
defined in Section 3(3) of the Employee  Retirement Income Security Act of 1974,
as amended ("ERISA") (the "Benefit Plans") covering the employees of the Company
(the  "Employees").  Each  Benefit Plan of the Company is in  compliance  in all
material respects with all applicable provisions of law, including ERISA and the
Code. There are no pending or, to the Company's or the Stockholders'  knowledge,
threatened claims against any Benefit Plan of the Company (except for claims for
benefits  payable in the normal operation of such Benefit Plans) that could give
rise to any material liability to the Company. All reports,  notices and returns
required to be filed with any  governmental  agency or provided to any person or
entity with respect to the Benefit  Plans of the Company have been timely filed.
Except  as set forth in  Schedule  3.1(p),  the  Company  has never  maintained,
contributed  to or been  obligated to  contribute to any Benefit Plan that is an
employee  pension  plan  (within  the  meaning of Section  3(2) of ERISA) or any
multiemployer plan (within the meaning of Section 3(37) of ERISA).

            (o)  LABOR  RELATIONS.  There  are no  agreements  with  or  pending
petitions for  recognition  of any labor union or  association  as the exclusive
bargaining  agent for any or all of the  employees  of the  Company  and no such
petition  has been  pending at any time  during the five (5) years  prior to the
date hereof. To the Company's or the Stockholders' knowledge, there has not been
any  organizing  effort by any union or other  group  seeking to  represent  any
employees of the Company as its  exclusive  bargaining  agent at any time during
the two  years  prior to the date  hereof.  There  are no  labor  strikes,  work
stoppages or other labor disputes now pending or threatened against the Company,
nor has there been any such labor  strike,  work stoppage or other labor dispute
or grievance at any time during the two years prior to the date hereof.  Neither


                                       13
<PAGE>

the  Company nor any  Stockholder  has any  knowledge  that any  executive,  key
employee or any group of  employees  of the  Company has any plans to  terminate
his/her employment with the Company.

            (p) INSURANCE. Schedule 3.1(p) hereto sets forth a true, correct and
complete list of all  insurance  policies or binders of insurance or programs of
self-insurance  which  relate  to the  business  of the  Company  as of the date
hereof.  The  coverage  under  each such  policy and binder is in full force and
effect.  Neither the Company nor any  Stockholder  has  knowledge of nor has the
Company or any  Stockholder  received any notice of  cancellation,  termination,
nonrenewal or  disallowance  of any claim  thereunder  or with respect  thereto.
Neither the Company nor any  Stockholder  has knowledge of any claim against the
Company relating to its business,  assets,  properties or operations which would
materially  increase the  insurance  premiums  payable by the Company under such
policy  or  binder  in excess  of  normal  increases  consistent  with  industry
practices.

            (q) TAX MATTERS. The Company is not a member of an affiliated group,
within the  meaning of Section  1504 of the Code (an  "Affiliated  Group").  The
Company  has filed  when due and will file if and when due prior to the  Closing
Date (after giving effect to any  extensions  granted by the requisite  legal or
regulatory authority) all returns, reports, elections, estimates,  declarations,
schedules,  forms and other documents ("Tax Returns") relating to taxes required
to be filed by the Code or by any applicable federal, state, county,  municipal,
local,  foreign or other  laws,  including,  without  limitation,  consolidated,
combined or unitary  returns,  for any taxable  period ending prior to or on the
Closing Date (the "Pre-Closing Tax Period"). The taxable year of the Company for
federal and state income and business tax purposes currently ends on March 31 of
each year.  All taxes shown on any Tax Return due and required to be filed prior
to Closing for any  Pre-Closing Tax Period have been, or will have been, paid or
accrued prior to the Closing.  The Company has heretofore delivered to THINK all
Tax Returns filed on its behalf for the fiscal years ended March 31, 1993, 1994,
1995,  1996 and 1997.  The Company has fully accrued on its books,  based on the
cash method of  accounting,  all taxes for any  Pre-Closing  Tax Period.  No tax
liens have been filed,  and no material  claims have been or are being  asserted
or, to the  Company's or the  Stockholders'  knowledge,  threatened  against the
Company  with  respect to any taxes.  No Tax  Returns of the  Company  have been
audited in the past five (5) years by any taxing  authority,  no deficiencies or
claims  have  been  proposed,   assessed  or  claimed  (including  interest  and
penalties)  against  the  Company  which have not been paid or  accrued  and the
Company has not waived or extended  any statute of  limitations  with respect to
the  assessment  of any taxes,  which waiver or extension has not yet expired by
its terms. To the knowledge of the Company and Stockholders, there are no suits,
actions,  proceedings,  claims or investigations now pending against the Company
with respect to any taxes,  except as set forth on Schedule  3.1(q) hereto.  The
Company  has  withheld  or  collected  from  each  payment  made  to each of its
employees,  consultants,  contractors  and other  payees the amount of all taxes
(including, but not limited to, federal income taxes, state and local income and
wage  taxes,  payroll  taxes,  workers'  compensation  and  unemployment  taxes)
required to be withheld or collected  therefrom for all  Pre-Closing Tax Periods
and the Company has timely paid or accrued and  reported  the same in respect of
its  employees,  consultants,  contractors  and other  payees to the  proper tax
receiving offices.  The Company does not have any liability for any taxes of any
nature  whatsoever for any Pre-Closing  Tax Period and neither the  Stockholders
nor the Company is aware of any basis for any additional  liabilities  for taxes


                                       14
<PAGE>

for any Pre-Closing Tax Period. The reserve for accrued but unpaid taxes for the
period  ending March 31, 1997  includes  adequate  provision for all taxes which
have been  assessed  or which  will be due and  payable by the  Company  for all
Pre-Closing  Tax  Periods.  The  Company  does not file any  state or local  tax
returns on a unitary or combined  basis with any other  member of an  Affiliated
Group.

            The term  "taxes" or "tax" as used in this  section or  referred  to
elsewhere  in this  Agreement  shall  mean all  taxes,  charges,  fees,  levies,
penalties, or other assessments,  including without limitation,  income, capital
gain,  profit,  gross  receipts,   ad  valorem,   excise,   property,   payroll,
withholding,  employment,  severance,  social security,  workers'  compensation,
occupation, premium, customs duties, windfall profits, sales, use, and franchise
taxes,  imposed by the United  States,  or any state,  county,  local or foreign
government or any  subdivision  or agency  thereof,  and including any interest,
penalties. or additions attributable thereto.

            (r) COMPLIANCE  WITH  APPLICABLE LAW. The Company has been and is in
compliance  with  all  foreign,   federal,   state  and  local  laws,  statutes,
ordinances,  rules and regulations applicable to the business,  except where the
failure to comply with which would not materially adversely affect the business,
assets, operations, earnings, prospects or condition (financial or otherwise) of
the  Company or which  would  subject  any officer or director of the Company to
civil or criminal  penalties or imprisonment.  The Company has complied with the
rules and regulations of all  governmental  agencies  having  authority over its
business and its operations,  including without  limitation,  agencies concerned
with  intra-state and interstate  commerce,  occupational  safety and employment
practices,  except where the failure to comply would not have a material adverse
effect on the business,  operations,  earnings,  prospects,  assets or condition
(financial  or   otherwise)  of  the  Company.   Neither  the  Company  nor  the
Stockholders  has any  knowledge  of or received  any notice of violation of any
such rule or regulation during the five (5) years prior to the date hereof which
could result in any  liability of the Company for  penalties or damages or which
could subject the Company to any injunction or government writ, order or decree.
To the Company's or the Stockholders'  knowledge,  there are no facts, events or
conditions that could interfere with, prevent continued  compliance with or give
rise to any liability under any foreign,  federal,  state or local  governmental
laws, statutes,  ordinances or regulations  applicable to the business,  assets,
operations,  earnings,  prospects or condition  (financial  or otherwise) of the
Company,  except  where the  failure to do so would not have a material  adverse
effect on the business,  operations,  earnings,  prospects,  assets or condition
(financial or otherwise) of the Company.

            (s)  LITIGATION.  Except as otherwise  provided on Schedule  3.1(s),
there is no  action,  suit,  proceeding  or  investigation  pending  or,  to the
Company's or the Stockholders' knowledge,  threatened,  which could restrict the
Company  or the  Stockholders'  ability to perform  his  respective  obligations
hereunder  or could  have a material  adverse  effect on the  business,  assets,
operations,  earnings,  prospects or condition  (financial  or otherwise) of the
Company. Neither the Company nor any Stockholder is in default in respect of any
judgment,  order, writ, injunction or decree of any court or any federal, state,
local or other governmental agency, authority,  body, board, bureau, commission,
department or instrumentality  which could have a material adverse effect on the


                                       15
<PAGE>

business,  assets,  operations,  earnings,  prospects or condition (financial or
otherwise) of the Company.

            (t) PERMITS.  The Company  holds all permits,  licenses,  orders and
approvals of all federal, state or local governmental or regulatory authorities,
agencies  or bodies  required  for the conduct and  operation  of the  Company's
business as  currently  conducted,  except  where the failure to do so would not
have a material adverse effect on the business, operations, earnings, prospects,
assets or condition  (financial or otherwise) of the Company.  All such permits,
licenses,  orders, and approvals are in full force and effect and no suspension,
termination  or revocation of any of the foregoing is  threatened.  None of such
permits,  licenses, orders or approvals will be materially adversely effected by
consummation of the transactions contemplated by this Agreement. The Company has
no knowledge of nor has it received any notice of violation of any of such rules
or  regulations  during the five (5) years prior to the date hereof  which would
result in any  liability of the Company for  penalties or damages or which would
subject the Company to any injunction or governmental writ, order or decree.

            (u) UNLAWFUL PAYMENTS.  Neither the Company,  the Stockholders,  nor
any officer,  director,  employee,  agent or  representative  of the Company has
made,  directly  or  indirectly,   any  bribe  or  kickback,  illegal  political
contribution, payment from corporate funds which was incorrectly recorded on the
books and records of the  Company,  unlawful  payment  from  corporate  funds to
governmental  or municipal  officials  in their  individual  capacities  for the
purpose of affecting their action or the actions of the jurisdiction  which they
represent to obtain favorable  treatment in securing  business or licenses or to
obtain  special  concessions  of any kind  whatsoever,  or illegal  payment from
corporate funds to obtain or retain any business.

             (v) OFFICERS, DIRECTORS AND EMPLOYEES.  Schedule 3.1(v) hereto sets
forth a true,  correct and complete list of all of the  officers,  directors and
employees  of the  Company as of the date  hereof,  including  their  respective
names, titles and salaries. The Company has also provided to THINK true, correct
and complete copies of any employment  agreements between the Company and any of
the foregoing  officers,  directors and employees of the Company in effect as of
the date hereof.

            (w) LOANS TO OR FROM  AFFILIATES.  Except  as set forth on  Schedule
3.1(w) hereto, there exist no outstanding loans by the Company to any current or
former officer, director, employee,  consultant or stockholder of the Company or
any affiliate of any of the  foregoing.  There are no  outstanding  loans to the
Company by any current or former  officer,  director,  employee,  consultant  or
stockholder of the Company.

            (x) BOOKS AND RECORDS.

                  (i) The books of account  and other  financial  records of the
Company  are  complete  and  correct  in all  material  respects  and have  been
maintained in accordance with good business practices.



                                       16
<PAGE>

                  (ii) All material  corporate  action of the Company's board of
directors  (including any committees) and  stockholders of the Company since the
date  of the  Company's  incorporation  has  been  authorized,  approved  and/or
ratified in the minute books of the Company.

            (y) BANK ACCOUNTS.  Set forth on Schedule 3.1(y) is a true,  correct
and  complete  list of the  names  of each  bank,  savings  and  loan,  or other
financial institution, at which the Company maintains any account (including any
cash contribution or similar  accounts) and the names of all persons  authorized
to draw  thereon or who have access  thereto.  Schedule 3.1 (y) includes a true,
correct  and  complete  list  of  each  credit  or  loan  facility  or  guaranty
established  and/or  maintained  by or on behalf of the Company,  including  the
amounts  available  to the Company  under each such  facility,  the  outstanding
principal balance thereunder as of the date hereof, the interest rate applicable
thereto and the maturity date thereof.

            (z) INVESTMENT PURPOSE.  Each Stockholder  represents that each such
Stockholder  is acquiring  and will  acquire,  as the case may be, the shares of
THINK  Stock  issuable  to it  pursuant  hereto  solely for its own  account for
investment  purposes  only and not with a view  toward  resale  or  distribution
thereof other than pursuant to an effective registration statement or applicable
exemption from the  registration  requirements of the Securities Act of 1933, as
amended (the "Securities Act"). Each Stockholder understands that such shares of
THINK Stock will be issued in reliance upon an exemption  from the  registration
requirements  of the Securities Act and that subsequent sale or transfer of such
securities is prohibited absent registration or exemption from the provisions of
the Securities Act. Each Stockholder  hereby agrees,  severally and not jointly,
that he will not sell, assign,  transfer,  pledge or otherwise convey any of the
shares of the THINK Stock issuable to it pursuant  hereto,  except in compliance
with the provisions of the  Securities  Act and in accordance  with any transfer
restrictions or similar terms set forth on the  certificates  representing  such
securities or otherwise set forth herein.

            (aa)  AGREEMENTS  WITH  AFFILIATES.  Except as set forth on Schedule
3.1(aa) hereto, the Company is not a party to any instrument,  license, lease or
other agreement,  written or oral, with any officer,  director or stockholder of
the Company.

            (bb)  ACCURACY  OF  INFORMATION  FURNISHED.   The  Company  and  the
Stockholders  (severally  and not  jointly  with  respect  to those  statements,
representations   and  warranties   made  severally  and  not  jointly  by  such
Stockholders) represent that no statement by the Company or the Stockholders set
forth herein or in the exhibits or the schedules hereto  contained,  contains or
will contain any untrue statement of a material fact, or omits,  omitted or will
omit to state  any  material  fact  which is  necessary  to make the  statements
contained herein or therein, in light of the circumstances under which they were
made, not misleading.

      3.2 REPRESENTATIONS AND WARRANTIES OF THINK. THINK represents and warrants
to the Company and the Stockholders as follows:

            (a) AUTHORIZATION.  The execution,  delivery and performance of this
Agreement and  consummation of the  transactions  contemplated  hereby have been
duly authorized,  adopted and approved by the board of directors of THINK. THINK
has taken all necessary  corporate action and has all of the necessary corporate


                                       17
<PAGE>

power  to  enter  into  this  Agreement  and  to  consummate  the   transactions
contemplated  hereby.  This  Agreement  has been duly and validly  executed  and
delivered  by the officers of THINK on behalf of THINK and,  assuming  that this
Agreement  is the valid and  binding  obligation  of each of the Company and the
Stockholders,  is the valid and binding obligation of THINK, enforceable against
it in accordance  with its terms,  except as such  enforcement may be limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws now or hereafter in effect, or by legal or equitable  principles,  relating
to or  limiting  creditors'  rights  generally  and  except  that the  remedy of
specific  performance  and  injunctive  and other forms of equitable  relief are
subject to certain equitable  defenses and to the discretion of the court before
which any proceeding therefor may be brought.

            (b)  ORGANIZATION.  THINK is a corporation  duly organized,  validly
existing and in good standing under the laws of the State of Delaware. THINK has
the corporate  requisite power and authority to own and lease its properties and
assets, and to carry on its business as it is now being conducted. THINK is duly
qualified to do business as a foreign  corporation in each jurisdiction where it
owns or leases real property or conducts  business,  except where the failure to
be so  qualified  would not have a  material  adverse  effect  on the  business,
operations, earnings, prospects, assets or condition (financial or otherwise) of
THINK.

            (c) CAPITALIZATION. The number of authorized, issued and outstanding
shares of capital  stock of THINK as of the date hereof is as set forth above in
the recitals to this Agreement.  The outstanding shares of THINK Stock have been
duly authorized and validly issued and are fully paid and  nonassessable.  As of
the date hereof,  the number of shares of capital  stock that THINK is currently
authorized  to issue is  adequate  to permit  THINK to fulfill  its  obligations
hereunder  with  respect  to  issuance  of the  shares  of  THINK  Stock  to the
Stockholders  pursuant  hereto.  On the Closing Date,  the shares of THINK Stock
issuable to the  Stockholders  pursuant to Section 1.2 will be duly  authorized,
validly issued, fully paid and nonassessable and the stock options issued to the
Stockholders and certain key employees  pursuant to Section 5.1(k) below, and as
set forth on Schedule 3.1(c) above, will be authorized and validly issued. THINK
has not issued any shares of capital  stock  which could give rise to claims for
violation  of any  federal  or state  securities  laws  (including  any rules or
regulations  promulgated  thereunder)  or  the  securities  laws  of  any  other
jurisdiction (including any rules or regulations promulgated thereunder).  As of
the date hereof,  except as set forth  herein,  there are no options,  warrants,
calls,  convertible securities or commitments of any kind whatsoever relating to
the shares of THINK Stock subject hereto.

            (d) NON-CONTRAVENTION;  CONSENTS. Neither the execution and delivery
of this Agreement,  nor  consummation of the transactions  contemplated  hereby,
does or will:  (i) violate or conflict with any provision of the  certificate of
incorporation  or bylaws of THINK;  (ii)  violate or conflict  with any material
provision of any mortgage, lien, lease, agreement,  permit, indenture,  license,
instrument,  law, order, arbitration award, judgment or decree to which THINK is
a party or by which it or the  property  or  assets  which are  material  to its
business or operation are bound, the effect of any of which violation would have
a  material  adverse  effect  on the  business,  assets,  operations,  earnings,
prospects  (financial or  otherwise)  of the Company;  (iii) violate or conflict
with any other  restriction  to which  THINK is  subject  or by which any of the
property or assets  which are material to the business or operation of THINK may


                                       18
<PAGE>

be bound, the effect of any of which violation or conflict would have a material
adverse  effect  on  the  business,  assets,  operations,   earnings,  prospects
(financial or otherwise) of the Company;  or (iv) constitute an event permitting
termination  of any  agreement  to which  THINK is  subject  by any other  party
thereto,  if in any such  circumstance  such termination could have a materially
adverse  effect on the  ability of THINK to fulfill its  respective  obligations
hereunder.  Other than as provided herein, no consent,  authorization,  order or
approval of, or filing or registration with, any governmental commission,  board
or other regulatory body is required in connection with the execution,  delivery
and  performance  of the terms of this  Agreement by THINK and  consummation  by
THINK of any of the transactions contemplated hereby.

             (e)   LITIGATION.   There  is  no  action,   suit,   proceeding  or
investigation pending against or related to THINK, nor, to the best knowledge of
THINK,  has THINK been  threatened  with any such action,  suit,  proceeding  or
investigation,  which  would  restrict  the  ability  of either to  perform  its
respective  obligations  hereunder or which would have a material adverse effect
on the business, assets, operations, earnings, prospects or condition (financial
or  otherwise)  of THINK.  THINK is not in default  in respect of any  judgment,
order, writ,  injunction or decree of any court or any federal,  state, local or
other  governmental  agency,   authority,   body,  board,  bureau,   commission,
department or instrumentality  which could have a material adverse effect on the
business,  assets,  operations,  earnings,  prospects or condition (financial or
otherwise) of THINK.

             (f) ACCURACY OF  INFORMATION  FURNISHED.  No statement by THINK set
forth herein or in the exhibits or the  schedules  hereto,  and no statement set
forth  in any  certificate  or  other  instrument  or  document  required  to be
delivered  by or on  behalf  of THINK  pursuant  hereto  or in  connection  with
consummation of the transactions  contemplated  hereby,  contained,  contains or
will contain any untrue statement of a material fact, or omitted,  omits or will
omit to state  any  material  fact  which is  necessary  to make the  statements
contained herein or therein, in light of the circumstances under which they were
made, not misleading.

             (g)  COMPLIANCE  WITH  APPLICABLE  LAW.  THINK  has  been and is in
compliance  with  all  foreign,   federal,   state  and  local  laws,  statutes,
ordinances,  rules and regulations  (including without limitation the Securities
Act and the Securities  Exchange Act of 1934, as amended) as of the date hereof,
the failure to comply with which could materially adversely affect the business,
assets, operations, earnings, prospects or condition (financial or otherwise) of
THINK or which  would  subject  any  officer  or  director  of THINK to civil or
criminal  penalties  or  imprisonment.  THINK  has  complied  with the rules and
regulations of all governmental  agencies having authority over its business and
its  operations,   including  without   limitation,   agencies   concerned  with
intra-state  and  interstate  commerce,   occupational   safety,   environmental
protection  and  employment  practices,  except where the failure to comply with
which  would not have a material  adverse  effect on the  business,  operations,
earnings,  prospects,  assets or condition  (financial  or  otherwise) of THINK.
THINK has no  knowledge  of and has not  received any notice of violation of any
such rule or  regulation  during the two years  prior to the date  hereof  which
could result in any  liability of THINK for  penalties or damages or which could
subject it to any injunction or government  writ,  order or decree.  To the best
knowledge  of THINK,  there  are no  facts,  events  or  conditions  that  could
interfere with, prevent continued  compliance with or give rise to any liability


                                       19
<PAGE>

under  any  foreign,  federal,  state  or  local  governmental  laws,  statutes,
ordinances  or  regulations  applicable  to the  business,  assets,  operations,
earnings, prospects or condition (financial or otherwise) of THINK, except where
the failure to do so would not have a material  adverse  effect on the business,
operations, earnings, prospects, assets or condition (financial or otherwise) of
THINK.

             (h) NO MATERIAL  ADVERSE CHANGE.  No material adverse change in the
business,  operations,  affairs,  prospects,  properties,  assets,  existing and
potential   liabilities,   obligations,   profits  or  condition  (financial  or
otherwise) of THINK has occurred since March 31, 1997.

             (i) EMPLOYEE  BENEFIT  PLANS.  Schedule  3.2(i) hereto sets forth a
true, correct and complete list of all Benefit Plans (the "THINK Benefit Plans")
covering the employees of the THINK (the "THINK Employees").  Each THINK Benefit
Plan is in compliance in all material respects with all applicable provisions of
law,  including  ERISA  and the  Code.  There  are no  pending  or,  to  THINK's
knowledge,  threatened  claims against any THINK Benefit Plan (except for claims
for benefits  payable in the normal  operation of the THINK Benefit  Plans) that
could give rise to any material  liability to the THINK.  All material  reports,
notices  and  returns  required  to be filed  with any  governmental  agency  or
provided to any person or entity with  respect to the THINK  Benefit  Plans have
been timely filed. THINK has never maintained,  contributed to or been obligated
to contribute  to any Benefit Plan that is an employee  pension plan (within the
meaning of Section 3(2) of ERISA) or any multiemployer  pension or multiemployer
welfare benefit plan (within the meaning of Section 3(37) of ERISA).

      3.3 SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  The  representations and
warranties  set forth in Sections  3.1 and 3.2 hereof  shall  survive  until the
close of business on the Anniversary Date,  PROVIDED THAT, notice or demand with
respect to any alleged breach  thereof is given as required  pursuant to Article
VI hereof; and FURTHER PROVIDED THAT, with respect to claims for damages arising
out of any  misrepresentation  or breach of warranty made by the Company and the
Stockholders  relating to taxes,  notice  shall have been given on or before the
close of business on the sixtieth  (60th) day  following  the later to occur of:
(i)  the  expiration  date  of the  statute  of  limitations  applicable  to any
indemnified  federal,  state  or  local  tax  liability;   and  (ii)  the  final
determination  of any such tax  liability,  including  the final  administrative
and/or judicial determination thereof.


                                  ARTICLE IV

                         ITEMS DELIVERABLE AT CLOSING

      4.1 ITEMS DELIVERED BY THE COMPANY.  Upon Closing, the following documents
shall have been furnished and events shall have occurred:

             (a) COPIES OF  RESOLUTIONS.  The Company shall have furnished THINK
with certified  copies of resolutions  duly adopted by the board of directors of
the  Company  and the  Stockholders  authorizing  the  execution,  delivery  and


                                       20
<PAGE>

performance  of the terms of this  Agreement  and all other  necessary or proper
corporate  action  to  enable  the  Company  to  comply  with the  terms of this
Agreement.

             (b) CERTIFICATES OF GOOD STANDING. The Company shall have furnished
THINK with  certified  copies of  certificates  of good  standing of the Company
dated not more than five (5)  business  days prior to the Closing  Date from the
State of  Washington  and each  other  jurisdiction  in which the  Company  does
business.

             (c) DELIVERY OF OFFICERS' CERTIFICATES. The Company and each of the
Stockholders shall have delivered to THINK certificates, dated the Closing Date,
and signed by an executive officer of the Company (with respect to the Company),
and by each of the  Stockholders  individually,  representing and affirming that
the  representations  and  warranties  made  by  each  of the  Company  and  the
Stockholders  jointly  and/or  severally as set forth in this Agreement were and
are true,  correct and complete and the  conditions  set forth in this Agreement
have been satisfied.  The Company shall also have delivered a certificate signed
by the Secretary of the Company with respect to the authority and  incumbency of
the officers of the Company executing this Agreement and any documents  required
to be executed or delivered in connection therewith.

             (d) DELIVERY OF STOCK  CERTIFICATES.  The  Stockholders  shall have
delivered to THINK  certificates  representing all of the issued and outstanding
capital stock of the Company,  which  certificates shall be properly endorsed in
blank  or  shall  be  accompanied  by  a  properly   executed  stock  power  or,
alternatively  and as the  case  may  be,  shall  have  delivered  appropriately
executed affidavits of loss relating to such stock.

             (e)  CONSENTS  AND  WAIVERS.   Any  and  all  necessary   consents,
authorizations, orders or approvals shall have been obtained, except as the same
shall have been waived by THINK.

             (f) DELIVERY OF DOCUMENTS AND OTHER INFORMATION.  The Company shall
have delivered to THINK all of the  agreements,  contracts,  documents and other
instruments  required  to be  delivered  pursuant  to  the  provisions  of  this
Agreement.

      4.2 ITEMS DELIVERED BY THINK. Upon Closing,  the following documents shall
have been furnished and events shall have occurred:

             (a) COPIES OF  RESOLUTIONS.  THINK shall have furnished the Company
with certified  copies of resolutions  duly adopted by the board of directors of
THINK  authorizing the execution,  delivery and performance of the terms of this
Agreement and all other necessary or proper  corporate action to enable THINK to
comply with the terms of this Agreement.

             (b)  CERTIFICATES OF GOOD STANDING.  THINK shall have furnished the
Company with certified  copies of  certificates  of good standing of THINK dated
not more than five (5) business days prior to the Closing Date from the State of
Delaware and each other jurisdiction in which THINK is qualified to do business.



                                       21
<PAGE>

             (c) DELIVERY OF OFFICERS' CERTIFICATES.  THINK shall have delivered
to the Company and the  Stockholders  certificates,  dated the Closing  Date and
signed by an executive officer of THINK,  affirming that the representations and
warranties of THINK as set forth in this  Agreement  were and are true,  correct
and complete and the conditions set forth in this Agreement have been satisfied.
THINK shall also have  delivered a certificate  signed by the Secretary of THINK
with respect to the authority and incumbency of the officers of THINK  executing
this  Agreement  and any  documents  required  to be executed  or  delivered  in
connection therewith.

             (d) STOCK  CERTIFICATES.  THINK shall have issued and  delivered to
the  Stockholders  certificates  representing the shares of THINK Stock issuable
pursuant  hereto,  which  certificates  shall be in the respective  names of the
Stockholders and in the respective amounts set forth on Schedule 1.2(a) hereto.

             (e)  CONSENTS  AND  WAIVERS.   Any  and  all  necessary   consents,
authorizations, orders or approvals shall have been obtained, except as the same
shall have been waived by the Company and the Stockholders.


                                  ARTICLE V

                          INDEMNIFICATION AND CLAIMS

      5.1 INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS.

             (a) Subject to Sections 5.1(b) and 5.1(c) hereof,  the Stockholders
hereby  agree,  severally to indemnify  and hold  harmless  THINK against and in
respect  of  all  damages,  claims,  losses  and  expenses  (including,  without
limitation, reasonable attorneys' fees and disbursements) reasonably incurred by
THINK (all such amounts may hereinafter be referred to as the "Damages") arising
out of: (i) any  misrepresentation  or breach of any  representation or warranty
made by the  Company or the  Stockholders  pursuant  to the  provisions  of this
Agreement or in any statement,  certificate  or other document  furnished by the
Company  or  the  Stockholders   pursuant  to  this  Agreement;   and  (ii)  the
nonperformance or breach of any covenant, agreement or obligation of the Company
or the  Stockholders  contained in this  Agreement  which has not been waived by
THINK in writing. The Stockholders shall have no right to seek contribution from
the Company in the event that they are required to make any payments hereunder.

             (b) Until the close of business on the Anniversary Date and subject
to Section 3.3 hereof,  the  Stockholders  shall be obligated to indemnify THINK
pursuant  to this  Section  5.1 with  respect to claims for  Damages as to which
THINK shall have given written notice to the Company and the  Stockholders on or
before: (i) the close of business on the sixtieth (60th) day following discovery
by THINK of the facts upon which a claim for  indemnification  is being made; or
(ii) if the claim for  indemnification  relates  to  assertions  made by a third
party,  the close of business on the thirtieth  (30th) day following  receipt of
notice by a third party of a claim for  indemnification  by such party (a "Third
Party  Claim").  Any such  notice  shall  describe  the  nature of the claim for
Damages, the provisions of this Agreement upon which such claim is based and the
amount of the Damages,  if then ascertainable or if not then  ascertainable,  an
estimate  thereof.  The Stockholders  shall be obligated to indemnify THINK with


                                       22
<PAGE>

respect to claims for Damages arising out of any  misrepresentation or breach of
warranty made by the Company or the Stockholders  relating to Subsection  3.1(q)
as to which THINK shall have given  notice on or before the close of business on
the sixtieth  (60th) day following the later of: (i) the expiration  date of the
statute of limitations applicable to any indemnified federal,  state, foreign or
local tax liability;  or (ii) the final determination of any such tax liability,
including the final administrative and/or judicial determination thereof.

             (c)  Notwithstanding  the  indemnification   provided  pursuant  to
Subsection  5.1  (a) and  5.1(b)  above,  no  amount  shall  be  payable  by the
Stockholders in  indemnification  hereunder or under any other provision of this
Agreement  unless the  aggregate  amount of such Damages in respect of which the
Company or the Stockholders  would be liable,  but for operation and application
of the provisions of this Section  5.1(c),  exceeds on a cumulative  basis Fifty
Thousand Dollars ($50,000) and then only to the extent of such excess; PROVIDED,
HOWEVER,  that the Stockholders shall not be liable for claims made in excess of
the value of the THINK Stock included in the Purchase Price (the "Cap") and each
such  Stockholder  shall be liable for his pro rata portion  thereof  based upon
that portion of the total Purchase  Price he is entitled to receive  pursuant to
Sections 1.2 hereof. The value of the THINK Stock for purposes of application of
this section shall be determined  by  multiplying  the number of shares of THINK
Stock included in the Purchase  Price by the average of the closing  transaction
price per share of THINK  Stock for the twenty  (20)  trading  days  immediately
prior to the date of the notice of claim.

             (d)  Notwithstanding  the foregoing,  there shall be no Cap and the
Company  shall be  entitled to full  indemnification  by the  Stockholders  with
respect to claims  involving  employment  matters,  environmental  matters,  tax
matters and intellectual property matters.

             (e) In any case where the Stockholders  have indemnified  THINK for
any Damages and THINK  recovers from a third party all or any part of the amount
so  indemnified  by the  Stockholders,  THINK shall  promptly  reimburse  to the
Stockholders the amount so recovered.

      5.2  CLAIMS  AGAINST  THINK.  With  respect  to claims or demands by third
parties,  whenever THINK shall have received  notice that such a claim or demand
has  been  asserted  or  threatened  which,  if  valid,   would  be  subject  to
indemnification  under  Section  5.1 hereof,  THINK shall as soon as  reasonably
possible  and in any event  within  thirty (30) days of receipt of such  notice,
notify the Stockholders of such claim or demand and of all relevant facts within
its knowledge which relate thereto.  The Stockholders  shall then have the right
at their own  expense to  undertake  the  defense of any such  claims or demands
utilizing counsel selected by the Stockholders, as the case may be, and approved
by THINK, which approval shall not be unreasonably  withheld.  In the event that
the  Stockholders  should fail to give notice of the  intention to undertake the
defense of any such  claim or demand  within  sixty  (60) days  after  receiving
notice that it has been  asserted or  threatened,  THINK shall have the right to
defend,  satisfy and discharge the same by payment,  compromise or otherwise and
shall give written  notice of any such payment,  compromise or settlement to the
Stockholders.



                                       23
<PAGE>

      5.3   INDEMNIFICATION BY THINK.

            (a)  Subject  to  Section  5.3(b)  hereof,  THINK  hereby  agrees to
indemnify  and hold  harmless  the Company and the  Stockholders  against and in
respect  of  all  damages,   claims,  losses  and  expenses  (including  without
limitation, reasonable attorneys' fees and disbursements) reasonably incurred by
the  Stockholders  with respect  thereto (all such  amounts may  hereinafter  be
referred to as "Stockholder  Damages") arising out of: (i) any misrepresentation
or  breach of any  representation  or  warranty  made by THINK  pursuant  to the
provisions of this Agreement or in any statement,  certificate or other document
furnished by THINK pursuant to this Agreement;  and (ii) the  nonperformance  or
breach of any  covenant,  agreement  or  obligation  of THINK which has not been
waived by the Stockholders collectively in writing.

            (b) Until the close of business on the Anniversary  Date and subject
to Section 3.3 hereof,  THINK shall be obligated to indemnify  the  Stockholders
pursuant to this Section 5.3 only with respect to claims for Stockholder Damages
as to which the  Stockholders  shall  have given  written  notice to THINK on or
before: (i) the close of business on the sixtieth (60th) day following discovery
by the Stockholders of the facts upon which a claim for indemnification is being
made; or (ii) if the claim is a Third Party Claim,  the close of business on the
thirtieth (30th) day following receipt of notice by the third party of assertion
of a Third Party Claim.  Any such notice shall  describe the nature of the claim
for Damages, the provisions of this Agreement upon which such claim is based and
the amount of the Damages, if then ascertainable, or if not the ascertainable an
estimate thereof.

            (c)  Notwithstanding   the  indemnification   provided  pursuant  to
Subsection 5.3(a) above, no amount shall be payable by THINK in  indemnification
hereunder or under any other  provision of this  Agreement  unless the aggregate
amount of Stockholder Damages in respect of which THINK would be liable, but for
operation and  application  of the provisions of this  subsection,  exceeds on a
cumulative basis Fifty Thousand Dollars ($50,000) and then only to the extent of
such excess.

            (d) In any case where THINK has indemnified the Stockholders for any
Stockholder  Damages and the Stockholders  recover from a third party all or any
part of the amount so  indemnified  by THINK,  the  Stockholders  shall promptly
reimburse to THINK the amount so recovered.

      5.4 CLAIMS AGAINST THE STOCKHOLDERS.  With respect to claims or demands by
third parties,  whenever the Stockholders shall have received notice that such a
claim or demand has been  asserted  or  threatened,  which,  if valid,  would be
subject to  indemnification  under Section 5.3 hereof, the Stockholders shall as
soon as reasonably  possible and in any event within thirty (30) days of receipt
of such notice,  notify THINK of such claim or demand and of all relevant  facts
within its knowledge which relate thereto. THINK shall have the right at its own
expense to undertake the defense of any such claim or demand  utilizing  counsel
selected  by THINK and  approved  by the  Stockholders.  In the event that THINK
should fail to give notice of its intention to undertake the defense of any such
claim or demand within sixty (60) days after  receiving  notice that it has been
asserted or threatened, the Stockholders shall have the right to defend, satisfy
and  discharge  the same by  payment,  compromise  or  otherwise  and shall give
written notice of any such payment, compromise or settlement to THINK.



                                       24
<PAGE>

      5.5 OFFSETS.  The amount of Damages otherwise eligible for indemnification
under this Section shall be reduced by: (i) the amount of any insurance proceeds
(minus all  reasonably  allocable  costs,  charges and  expenses  incurred by an
indemnified  party  ("Indemnified  Party") in obtaining such recovery)  actually
recovered  in respect  thereof;  and (ii) any  tax-related  benefits if and when
actually  realized  or  received  (but only after  taking  into  account the tax
benefits to which the Indemnified Party would be entitled without regard to such
item).  Any  insurance  recovery  or  tax-related  benefits  referred  to in the
previous  sentence  shall be  promptly  repaid by the  Indemnified  Party to the
Stockholders  pro rata in accordance with their respective  interests  following
the time at which such amounts are  actually  recovered or realized or received;
PROVIDED,  HOWEVER,  that in the  event  that any  such  insurance  recovery  or
tax-related  benefit is set aside or disallowed  and the  Indemnified  Party had
paid any amounts to the  Stockholders in respect thereof (or the amount by which
the Indemnified Party was indemnified was reduced in respect thereof),  then the
obligations of the  Stockholders to indemnify with respect to such amounts shall
be  reinstated  immediately  and  such  amounts  shall be paid  promptly  to the
Indemnified Party in accordance with the provisions of this Agreement.


                                  ARTICLE VI

            TERMINATION AND REMEDIES FOR BREACH OF THIS AGREEMENT

      6.1 TERMINATION BY MUTUAL  AGREEMENT.  This Agreement may be terminated at
any time  prior to the  Closing by  unanimous  consent  of the  parties  hereto,
provided  that such  consent is in writing  and is signed by each of the parties
hereto.

      6.2  TERMINATION  BY OPERATION OF LAW. This Agreement may be terminated by
any party if, in the reasonable opinion of counsel to such party, there shall be
any statute,  rule or regulation that renders  consummation of the  transactions
contemplated  hereby  illegal or otherwise  prohibited,  or a court of competent
jurisdiction or any government (or governmental  authority) shall have issued an
order, decree or ruling, or has taken any other action restraining, enjoining or
otherwise  prohibiting  the  consummation of such  transactions  and such order,
decree, ruling or other action shall have become final and nonappealable.


                                 ARTICLE VII

                                MISCELLANEOUS

      7.1 FEES AND  EXPENSES.  Each  party  hereto  shall  pay its own  expenses
incident to  negotiation,  execution,  delivery and  performance of the terms of
this Agreement and the consummation of the transactions contemplated hereby.

      7.2  MODIFICATION,  AMENDMENTS  AND WAIVER.  The parties hereto may amend,
modify or otherwise waive any provision of this Agreement by unanimous  consent,


                                       25
<PAGE>

provided  that such  consent  and any  amendment,  modification  or waiver is in
writing and is signed by each of the parties hereto.

      7.3  ASSIGNMENT.  None of the parties  hereto shall have the  authority to
assign its  respective  rights or obligations  under this Agreement  without the
prior written consent of the other parties hereto,  except that THINK may assign
all or any portion of its respective  rights  hereunder to an affiliate of THINK
without the prior  written  consent of the Company or the  Stockholders  and the
Company and the  Stockholders  shall execute such  documents as are necessary in
order to effectuate such assignments.

      7.4 BURDEN AND BENEFIT.  This Agreement  shall be binding upon and, to the
extent  permitted in this  Agreement,  shall inure to the benefit of the parties
and their  respective  successors and assigns.  In the event of a default by the
Company or the  Stockholders of any of their respective  obligations  hereunder,
the sole and exclusive recourse and remedy of THINK shall be against the Company
and the  Stockholders,  as the  case  may be,  and any of the  Company's  or the
Stockholder's  assets;  under no circumstances  shall any officer or director of
the Company be liable in law or equity for any obligations of the Company or the
Stockholders  hereunder.  In the  event  of a  default  by  THINK  of any of its
obligations  hereunder,  the sole  and  exclusive  recourse  and  remedy  of the
Stockholders  and the Company  shall be against  THINK and its assets;  under no
circumstances shall any officer, director,  stockholder or affiliate of THINK be
liable in law or equity for any obligations of THINK hereunder.

      7.5 BROKERS.  The Company and the Stockholders  represent and warrant that
there are no brokers or finders  entitled to any  brokerage  or finder's  fee or
other  commission  or fee based  upon  arrangements  made by or on behalf of the
Company  or the  Stockholders  or any  other  person  in  connection  with  this
Agreement or any of the transactions  contemplated  hereby. THINK represents and
warrants that no other broker or finder is entitled to any brokerage or finder's
fee or other commission or fee based upon  arrangements  made by or on behalf of
THINK in connection with this Agreement or any of the transactions  contemplated
hereby,  other  than  fees or  commissions  for  which  THINK  shall  be  solely
responsible.

      7.6 ENTIRE AGREEMENT.  This Agreement and the schedules,  exhibits,  lists
and other  documents  referred to herein contain the entire  agreement among the
parties  hereto  with  respect  to  the  transactions  contemplated  hereby  and
supersede all prior agreements with respect thereto, whether written or oral.

      7.7 GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with  the laws of the  State  of  Delaware,  without  regard  to the
principles of conflicts of laws thereof.

      7.8 NOTICES.  Any notice,  request,  instruction  or other  document to be
given  hereunder  by  any  party  hereto  shall  be  in  writing  and  delivered
personally,  by facsimile transmission or telex, or sent by commercial expedited
delivery  service or registered or certified  mail (return  receipt  requested),
postage prepaid, addressed as follows:



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<PAGE>

            If to the Company
            or the Stockholders:    Herring/Newman, Inc.
                                    414 Olive Way
                                    Seattle, Washington 98101
                                    Attn: Phil Herring
                                    Facsimile: (206) 343-9000
                                    E-Mail: www.herringn.com

            with a copy to:         Perkins Coie
                                    1201 Third Avenue, 40th Floor
                                    Seattle, Washington 98101
                                    Attn: Stewart Landefield, Esq.
                                         Alesia Pinney-Hawkins, Esq.
                                    Facsimile: (206) 583-8500
                                    E-Mail: landf@perkinscoie.com
                                           pinna@perkinscoie.com

            If to the THINK:        THINK New Ideas, Inc.
                                    45 West 36th Street
                                    12th Floor
                                    New York, New York 10018
                                    Attn: Ronald E. Bloom
                                    Facsimile: (212) 629-6850
                                    E-Mail: ron.bloom@thinkinc.com

             with a copy to:        Kirkpatrick & Lockhart LLP
                                    1800 Massachusetts Avenue, 4th Floor
                                    Washington, D.C. 20036
                                    Attn: Victoria A. Baylin, Esq.
                                    Facsimile: (202) 778-9100
                                    E-Mail: baylinva@kl.com

or to such other  persons or  addresses as may be  designated  in writing by the
party to receive such  notice.  If sent as  aforesaid,  the date any such notice
shall  be  deemed  to have  been  delivered  on the  date of  transmission  of a
facsimile or telex,  the day after delivery to a commercial  overnight  delivery
service, or five days after delivery into a United States Postal facility.

      7.9  COUNTERPARTS.  This  Agreement  may be  executed  in two  (2) or more
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute but one agreement.

      7.10  RIGHTS  CUMULATIVE.  All  rights,  powers and  privileges  conferred
hereunder upon the parties,  unless otherwise provided,  shall be cumulative and
shall not be  restricted  to those given by law.  Failure to exercise  any power
given any party hereunder or to insist upon strict compliance by any other party
shall not  constitute a waiver of any party's  right to demand exact  compliance
with any of the terms or provisions hereof.



                                       27
<PAGE>

      7.11 SEVERABILITY OF PROVISIONS. The provisions of this Agreement shall be
considered  severable  in the event  that any of such  provisions  are held by a
court of competent jurisdiction to be invalid, void or otherwise  unenforceable.
Such invalid, void or otherwise unenforceable  provisions shall be automatically
replaced by other  provisions  which are valid and  enforceable and which are as
similar as possible in term and intent to those provisions deemed to be invalid,
void or otherwise  unenforceable.  Notwithstanding the foregoing,  the remaining
provisions  hereof shall remain  enforceable to the fullest extent  permitted by
law.

      7.12 HEADINGS. The headings set forth in the articles and sections of this
Agreement and in the exhibits and the  schedules to this  Agreement are inserted
for  convenience  of reference only and shall not be deemed to constitute a part
hereof.

      7.13 KNOWLEDGE STANDARD.  When used in this Agreement,  the phrase "to the
best knowledge of, " "knowledge  of, " "known to" or similar  phrases shall mean
the actual  knowledge of: (i) with respect to THINK,  the officers and directors
of THINK;  (ii) with respect to the Company,  the officers and  directors of the
Company;  and (iii) with respect to the Stockholders,  Philip Herring and Daniel
Gross.

      7.14 CERTAIN COVENANTS. Each of THINK and the Stockholders shall use their
best  efforts to cause to be executed  and  delivered  an  employment  agreement
between THINK and each of William Toliver,  Daniel Gross and Alan Brown on terms
mutually  acceptable in each instance to THINK and such  individual.  Until such
time as new employment  agreements  shall be executed,  the existing  agreements
between the Company and the foregoing individuals shall remain in effect.

      In addition to the  foregoing,  Mr. Herring shall for a period of eighteen
(18) months following the Closing Date upon the request of THINK, give community
marketing  presentations  at such  events and in such  locations  as THINK shall
identify.

                                   * * * * *



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<PAGE>


      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed and delivered as of the date and year first above written.


ATTEST:                             THINK NEW IDEAS, INC.


                                    By:   /s/ Ronald E. Bloom
----------------------------             --------------------------------------
                                           Ronald E. Bloom, President


ATTEST:                             HERRING/NEWMAN,  INC.


                                    By:    /s/ Philip Herring
----------------------------             --------------------------------------

                                    Title:      President



WITNESS:                            THE STOCKHOLDERS


                                    By:   /s/ Philip W. Herring
----------------------------             --------------------------------------
                                           Philip W. Herring

WITNESS:


                                    By:   /s/ Daniel D. Gross
----------------------------             --------------------------------------
                                           Daniel D. Gross




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