STOCK PURCHASE AGREEMENT

        This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
as of this 27th day of March, 2000, by and among NETGURU, INC., a Delaware
corporation ("Purchaser"), ALLEGRIA SOFTWARE, INC., a California corporation
(the "Company"), and GRAL, INC., a Nevada corporation, and the parent and sole
shareholder of the Company ("Seller").

                                    RECITALS

         WHEREAS, Seller owns all of the issued and outstanding shares (the
"Shares") of capital stock of the Company; and

        WHEREAS, Purchaser desires to purchase from Seller, and Seller desires
to sell to Purchaser, the Shares on the terms and subject to the terms and
conditions set forth in this Agreement;

        NOW THEREFORE, in consideration of the foregoing recitals and the
respective terms, conditions, covenants, representations and warranties
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    ARTICLE 1
                           PURCHASE AND SALE OF SHARES

1.1  PURCHASE AND SALE. Upon the terms and subject to the conditions set forth
     in this Agreement, at the Closing (as defined below), Seller shall sell,
     transfer, assign and deliver to Purchaser the Shares and Purchaser shall
     purchase, acquire and accept the Shares from Seller.

1.2  PURCHASE PRICE. The aggregate purchase price for the Shares shall consist
     of: (i) five thousand (5,000) shares ("Registered Shares") of Purchaser
     common stock, $0.01 par value per share ("NGI Common Stock"); (ii) eight
     thousand (8,000) shares ("Restricted Shares") of NGI Common Stock; (iii)
     and $1,500,000.00 in cash. The aggregate of the Registered Shares and the
     Restricted Shares and the cash shall be allocated, paid and delivered to
     the Seller at the Closing in the manner described in Exhibit 1.2 attached
     hereto.

1.3  REGISTERED SHARES AND RESTRICTED SHARES BUYBACK RIGHTS. Purchaser shall
     provide to Seller options, each exercisable on March 31, 2001, with respect
     to the Registered Shares, to purchase from Seller all or any part of the
     five thousand (5,000) Registered Shares, and with respect to the Restricted
     Shares, to purchase from Seller all or any part of the eight thousand
     (8,000) Restricted Shares, in each case for a purchase price of $28.60 per
     share, provided that the total consideration received by the Seller for any
     Shares Seller may have previously sold and the aggregate balance of the
     Shares sold subject to the buyback options herein shall not exceed
     $371,800. To exercise either option, Seller shall provide written notice of
     its election to exercise such option, setting forth in such notice the

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     number of Registered and/or Restricted Shares Seller has previously sold
     and the price for which such Shares were sold and the number of Shares
     Seller desires to sell to Purchaser, together with properly endorsed share
     certificates, to Purchaser on the date set forth above. Upon Purchaser's
     timely receipt of such notice and properly endorsed share certificates,
     Purchaser shall pay to Seller the purchase price of $28.60 per share times
     the number of shares specified in such notice for which share certificates
     were properly tendered, up to a maximum consideration of $371,800 including
     all previously sold Shares.

                                    ARTICLE 2
                                 RELATED MATTERS

2.1   EMPLOYEES. The Company has been using the services of employees of Seller,
      pursuant to an agreement with Seller. Effective as of the close of
      business on March 31, 2000, the Company will have Seller terminate the
      employment of all employees used by the Company to conduct its operations
      and listed on Exhibit 2.1 attached hereto. Seller will be solely
      responsible for paying to such employees all salary, bonuses, accrued
      vacation and severance benefits, if any, and providing to such employees
      any COBRA and continuation medical coverage as may be required. Seller
      will be solely responsible for terminating all employee benefit plans
      covering such employees. Purchaser intends, but shall not be obligated, to
      offer employment to the employees listed on Exhibit 2.1, effective as of
      April 1, 2000. Seller will provide reasonable assistance to Purchaser,
      without charge, to assist Purchaser in employing such employees. Any such
      employees to be hired by Purchaser shall be new hires as of 12:01 A.M.,
      April 1, 2000. Such new hires will have no accrued Purchaser pension or
      vacation benefits and Purchaser shall not be deemed a successor employer
      of such new hires for any purpose. Solely for determining their vacation
      accrual rate and their eligibility for participation in Purchaser's
      standard employee benefit plans, Purchaser will credit each employee hired
      by Purchaser hereunder with such employee's date of hire with GRAL as set
      forth on Exhibit 2.1. Purchaser shall not be liable to Seller or any
      employee of Seller by reason of Purchaser's employment of any Seller
      employee, failure to offer employment to or to employ any Seller employee
      or with respect to wages, salaries, commissions, bonuses, severance pay,
      vacation pay, pension or other retirement plans, fringe benefits, employee
      benefits, or any other rights relating to employment with Seller.

2.2   KEY EXECUTIVES. On the Closing, Purchaser will enter into Executive
      Employment Agreements, in the form attached hereto as Exhibit 2.2, with
      Robert Bruns ("Bruns") and Koushik Dutta ("Dutta"), key management
      executives of the Company.

2.3   LICENSE AND DISTRIBUTION AGREEMENTS. On the Closing, Purchaser will enter
      into License and Distribution Agreements with GRAL Systems, A.G. ("GRAL
      A.G."), the corporate parent of Seller, in the forms as attached hereto as
      Exhibit 2.3, for the license to GRAL A.G. of Company products and the
      license from GRAL A.G. of products previously licensed to, and used in,
      the Company's business, and for the distribution rights related to such
      licenses. In partial consideration of Seller's agreements hereunder,
      Company shall grant to GRAL A.G. an additional discount as set forth in
      the License and Distribution Agreement for the Company's products.

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<PAGE>

2.4   REGISTRATION RIGHTS AGREEMENTS. On the Closing, Purchaser and Seller will
      enter into a Registration Rights Agreement, substantially in the form of
      Exhibit 2.4 attached hereto, pursuant to which Purchaser shall covenant to
      register the Registered Stock under the Securities Act of 1933 within one
      hundred and twenty (120) days of the Closing.

2.5   TAX ELECTION. Purchaser and Seller agree that in connection with the
      transactions contemplated by this Agreement, each party will make an
      election under Section 338(h)(10) of the Internal Revenue Code of the
      United States after the Closing and will execute such documents as are
      necessary to effectuate such election.

                                    ARTICLE 3
                                     CLOSING

        The closing of the sale and purchase of the Shares (the "Closing") shall
take place at Purchaser's headquarters, 22700 Savi Ranch Parkway, Yorba Linda,
CA 92887, at 10:00 A.M. local time on April 3, 2000, or at such other place,
time and date as may be mutually agreed by the parties. The parties agree that
the Closing shall be deemed to be effective for all purposes as of 12:01 A.M.
local time on April 1, 2000.

                                    ARTICLE 4
              REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY

        Except as set forth in a schedule dated the date of this Agreement and
delivered by the Seller and Company to Purchaser concurrently herewith (the
"Disclosure Schedule"), Seller and Company hereby jointly and severally
represent and warrant to Purchaser, and Purchaser, in agreeing to consummate the
transactions contemplated by this Agreement, has relied upon such
representations and warranties, the following:

4.1   ORGANIZATION AND GOOD STANDING. The Company is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of California with all requisite power to carry on its business as
      now conducted. The Company has full corporate power and authority to own
      its assets and properties and to carry on the business as now owned and
      operated. The Company is duly qualified to do business in all
      jurisdictions in which it currently conducts the business.

4.2   AUTHORITY; NO CONFLICT. This Agreement constitutes the legal, valid, duly
      authorized and binding obligations of the Company and Seller, enforceable
      against each of them in accordance with its terms. The Company and Seller
      each have the absolute and unrestricted right, power, authority and
      capacity to execute and deliver this Agreement and to perform their
      respective obligations under this Agreement. Neither the execution of this

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      Agreement nor the consummation or performance of the transactions
      contemplated hereunder will, directly or indirectly, violate or result in
      the breach of, and will not conflict with or constitute a default under,
      any of the terms of the charter documents or material agreements to which
      the Company or Seller are a party or conflict with or violate any
      applicable law, regulation, judgment, order or decree of any government,
      governmental agency or court having jurisdiction over the Company or
      Seller.

4.3   CAPITALIZATION. The authorized capital stock of the Company consists of
      10,000 shares of common stock, $0.01 par value per share (the "Allegria
      Common Stock") and no shares of preferred stock. At the Closing, 10,000
      shares of Allegria Common Stock were issued and outstanding, all of which
      were owned by Seller. All outstanding shares of Allegria Common Stock are
      validly issued, fully paid and non-assessable and are not subject to
      preemptive rights. The shares of Allegria Common Stock owned by Seller are
      owned free and clear of any liens, security interests, pledges,
      agreements, claims, charges or encumbrances. There are no options,
      warrants, calls, rights, commitments, conversion rights or agreements of
      any character to which the Company is a party or by which the Company is
      bound obligating the Company to issue, deliver or sell, or cause to be
      issued, delivered or sold, any shares of capital stock of the Company or
      rights of any kind with respect thereto. There are no voting trusts or
      other agreements to which the Company or Seller is a party with respect to
      the voting of the capital stock of the Company.

4.4   FINANCIAL STATEMENTS. Seller has furnished to Purchaser copies of the
      Company's unaudited balance sheet and related statements of income and
      cash flow for the period ended December 31, 1999 ("Balance Sheet") and the
      Company's interim unaudited balance sheet and related statements of income
      and cash flow for the period ended February 28, 2000 ("Interim Balance
      Sheet"). The Balance Sheet and Interim Balance Sheet are complete and
      correct, have been prepared in accordance with generally accepted
      accounting standards applied on a consistent basis, and fairly present the
      Company's financial condition of as at the respective dates thereof and
      the results of operations for the respective periods covered by the
      statements of income contained therein. Except as set forth in the
      Disclosure Schedule, the Company does not have any material obligations or
      liabilities, contingent or otherwise, not fully disclosed by the Balance
      Sheet and the Interim Balance Sheet.

4.5   INSURANCE. The Company's operations prior to the Closing have been
      conducted by its parent, Seller, which maintains and at all times since
      January 1, 1998 has maintained casualty and general liability insurance
      that Seller believes to be reasonably prudent for its business. Section
      4.5 of the Disclosure Schedule contains a complete and accurate list of
      all insurance policies maintained by Seller covering the Company's
      business and, except as noted therein, no claims have been made under such
      insurance polices affecting the Company's business.

4.6   ACCOUNTS RECEIVABLE; ACCOUNTS PAYABLE. As of the Closing, the Company has
      no accounts receivable or accounts payable.

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4.7   TAXES. Except as set forth in the Disclosure Schedule, all federal, state
      and local tax returns of Company required by law to be filed have been
      duly filed on a timely basis, are true, accurate and complete in all
      material respects and no taxes, assessments, fees, penalties or charges
      (other than those already paid or reserved for) are due or will be
      required to be paid by Company. There are no liens or charges on any
      assets or properties of Company imposed or arising as a result of the
      delinquent payment or non-payment of any such tax, assessment, fee penalty
      or charge. As used in this Agreement, "tax" and "taxes" shall mean all
      taxes, charges, fees, levies or other assessments imposed by and required
      to be paid to any federal, state, local or foreign taxing authority.

4.8   TITLE TO PROPERTIES; CONDITION AND SUFFICIENCY OF ASSETS. Section 4.8 of
      the Disclosure Schedule contains a complete and accurate list of all of
      the real and personal properties and assets owned by the Company. The
      Company has good, indefeasible and marketable title to all of such
      properties and assets, free and clear of all taxes, liens, encumbrances,
      charges, claims or security interests of any kind. The equipment,
      machinery, computer hardware, furniture, fixtures, supplies and
      inventories are in good condition and repair, are adequate for the uses to
      which they are being put and are sufficient in kind, quantity and quality
      to operate the business of the Company as the Company has, prior to the
      Closing, conducted its operations.

4.9   COMPLIANCE WITH LAW. The Company is not in violation of any applicable
      law, ordinance, rule or regulation relating to the operation of its
      business or affecting any of its properties or assets. The Company's
      operation of its business is in compliance with all zoning, occupational
      health and safety, environmental and other laws regulating the workplace.
      The Company has not received notice from any governmental authority or
      other person claiming or threatening any violation of any law, ordinance,
      rule or regulation relating to the Company's business.

4.10  CONTRACTS. Section 4.10 of the Disclosure Schedule contains a complete and
      accurate list of all agreements, contracts, licenses, purchase and sales
      orders, and other executory commitments, oral or written, to which the
      Company is a party ("Contracts"), including all amendments, modifications,
      renewals and extensions thereto. Seller has delivered true and accurate
      copies thereof (except for oral Contracts for which a complete summary is
      provided) to Purchaser. Except as set forth in the Disclosure Schedule,
      each Contract was entered into in the ordinary course of business,
      constitutes a valid and enforceable agreement by the parties thereto, no
      party is in default under the terms and conditions of any Contract and no
      party to any Contract has provided oral or written notice of intent to
      terminate, cancel or renegotiate any Contract.

4.11  NO MATERIAL ADVERSE CHANGE; ABSENCE OF CERTAIN EVENTS. Since December 31,
      1999, except as set forth in Section 4.11 of the Disclosure Schedule,
      there has been no change in the condition, financial or otherwise, of the
      Company, or in its earnings, assets or properties, whether or not arising
      from transactions in the ordinary course of business, that, individually

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<PAGE>

      or in the aggregate, have been materially adverse to the earnings, assets,
      properties or condition, financial or otherwise, of the Company. Since
      December 31, 1999, except as set forth in Section 4.11 of the Disclosure
      Schedule, there has not been any:

      (a) Transaction by the Company, except in the ordinary course of business
          as conducted on that date;

      (b) Destruction, damage to, or loss of any material asset of the Company
          (whether or not covered by insurance), including, but not limited to,
          any of its properties or assets;

      (c) Change in accounting methods or practices (including, without
          limitation, any change in depreciation or amortization policies or
          rates) by the Company;

      (d) Amendment to or termination of any contract, agreement or license to
          which the Company is a party, or by which it or any of its assets or
          properties are subject, except in the ordinary course of business;

      (e) Waiver or release of any right or claim of the Company;

      (f) Declaration of or agreement to declare or make, any payment or
          distribution of any assets of any kind whatsoever;

      (g) Notice of any violations of any law, ordinance, rule or regulation or
          of any claims for damages or alleged damages for negligence or other
          tort or breach of contract or other right (whether or not covered by
          insurance);

      (h) Sales, transfers, disposals of any assets, properties or rights of the
          Company, except in the ordinary course of business consistent with the
          Company's past practices;

      (i) Any event, condition or agreement of any character materially and
          adversely affecting the prospects, earnings, properties or condition,
          financial or otherwise, of the Company; or

      (j) Any agreement to do any of the things described above.

4.12  LICENSES AND PERMITS. Company holds free from burdensome restrictions all
      franchises, permits, licenses, and other consents, and other rights from
      governmental, regulatory or administrative agencies that are sufficient
      and necessary for the lawful and efficient operation of Company's business
      as presently conducted. No violations exist or have been recorded in
      respect of any such franchises, permits, licenses, consents or other
      rights and no proceeding is pending or threatened with respect thereto.

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<PAGE>

      All such franchises, permits, licenses, consents and other rights shall be
      in full force and effect on the Closing. No registrations, filings,
      applications, notices, transfers, consents, approvals, orders,
      qualifications,, waivers or other actions of any kind are required by
      virtue of the execution and delivery of this Agreement or the consummation
      of the actions contemplated hereunder.

4.13  INTELLECTUAL PROPERTY. Section 4.13 of the Disclosure Schedule contains a
      complete and accurate list of all patents, patent applications,
      copyrights, copyright registrations, trademarks, service marks and
      registrations therefor, trade names, know-how, trade secrets, software
      products and confidential and proprietary information owned by, licensed
      by (either as licensor or licensee) or used by Company in its business
      ("Intellectual Property"). Section 4.13 of the Disclosure Schedule
      contains a complete and accurate list and summary description, including
      any royalties paid or received by the Company, of all agreements and
      licenses relating to Intellectual Property to which the Company is a party
      or by which the Company is bound. There are no outstanding disputes with
      respect to such agreements. The Intellectual Property assets are all those
      necessary for the operation of the Company's business as it is currently
      conducted. Except as set forth in Section 4.13 of the disclosure Schedule,
      the Company either owns, free and clear of all liens, charges,
      encumbrances, security interests, equities, restrictions and other adverse
      claims, or validly licenses all Intellectual Property and has the
      unrestricted right to use the Intellectual Property as currently used in
      the Company's business. Attached to Section 4.13 of the Disclosure
      Schedule is a complete release of all claims, charges, encumbrances and
      restrictions that Advanced Technology Center had with respect to the
      Intellectual Property. All of the Intellectual Property is in full
      compliance with all applicable legal requirements, including payment of
      all filing and other fees related thereto. There are no claims, disputes,
      actions or proceedings pending or threatened by or against the Company
      with respect to the Intellectual Property.

4.14  EMPLOYEES; EMPLOYEE BENEFITS. Section 4.14 of the Disclosure Schedule
      contains a complete and accurate list of all of the following information
      for each employee of Seller utilized by the Company in conducting its
      business, including each employee on leave of absence or layoff status:
      name, job title, current compensation paid or payable, vacation accrual
      rate and vacation accrued, hire date, stock ownership, stock options,
      deferred compensation, cash bonus, severance pay, insurance, medical and
      dental coverage, and any other employee benefit or perquisite. Except as
      set forth in the Disclosure Schedule, no employee listed thereon is a
      party to, or is otherwise bound by, any agreement or arrangement,
      including any confidentiality, non-competition or proprietary rights
      agreement, between any such employee and any other entity or person that
      in any way adversely affects or will affect the performance of such
      employee's duties or the ability of the Company to conduct its business.
      The Company has no employee benefit plans. There are no collective

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      bargaining agreements with any union or bargaining group for any of the
      employees listed in the Disclosure Schedule and there are no pending or
      threatened labor actions, strikes, slowdowns or work stoppages. Seller has
      complied with all legal requirements relating to employment, equal
      employment opportunity, nondiscrimination, immigration, wages, hours,
      benefits, collective bargaining, the payment of social security and
      similar taxes, occupational health and safety and plant closing. Seller is
      not liable for the payment of any compensation, damages, taxes, fines,
      penalties, or other amounts, however designated, for failure to comply
      with any of the foregoing legal requirements.

4.15  LITIGATION. Except as set forth in Section 4.15 of the Disclosure
      Schedule, there is no pending or threatened lawsuit, proceeding or
      investigation, at law or in equity or otherwise, in, for or by any court
      or governmental board, commission, agency, department or office, or any
      third party, arising from or related to any of the Company's assets or
      properties or to the past, present or future operations of the Company's
      business. The Company is not subject to, nor does any basis exist for, any
      order, judgment, decree or governmental restriction that does or could
      adversely affect the prospects, earnings, properties or condition,
      financial or otherwise, of its business. There is no pending of threatened
      action, proceeding or effort by any governmental or private authority,
      entity or party that in any way challenges or adversely affects this
      Agreement or the transactions contemplated hereunder.

4.16  AFFILIATED TRANSACTIONS. Except as set forth in Section 4.16 of the
      Disclosure Schedule, no stockholder, director, officer or employee of the
      Company, or any of their spouses or children, or any trust of which such
      person is the grantor, or any corporation, partnership or other entity in
      which such person is a party or shareholder, director, officer or employee
      or otherwise owns an interest ("Affiliated Party"), has engaged in any
      transaction with the Company, had any interest in any assets or property
      of the Company's business, is a party to any contract or agreement with
      the Company or has any claim or right against the Company.

4.17  FULL DISCLOSURE. The representations, warranties and other information
      provided and to be provided by Seller or Company to Purchaser in this
      Agreement, in the Disclosure Schedule hereto or in any documents required
      to be delivered hereunder does not and will not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated herein or therein or necessary to make the statements and facts
      contained herein or therein, in light of the circumstances in which they
      were made, not false or misleading. There is no fact known to Seller or
      Company which has or could have a material adverse effect on the
      prospects, earnings, properties or condition, financial or otherwise, of
      the Company's business which has not been disclosed in this Agreement or
      in the Disclosure Schedule.

4.18  BROKERS OR FINDERS. Neither Seller nor Company has incurred any
      obligation, contingent or otherwise, for brokerage or finders' fees or
      commissions in connection with this Agreement and will indemnify and hold
      Purchaser harmless from any such payment allegedly due by Seller or
      Company.

4.19  INVESTMENT REPRESENTATION. Seller acknowledges that, upon issuance, the
      Registered Shares and the Restricted Shares will not have been
      "registered" and will therefore be "restricted" securities as these terms
      are used under the Securities Act of 1933 (the "Securities Act") and the
      rules and regulations promulgated thereunder. By execution of this
      Agreement, Seller agrees, represents and warrants that (i) its acquisition

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      of the Registered Shares and Restricted Shares is for investment only, for
      its own account, and not with a view to "distribution" as that term is
      used under the Securities Act, (ii) it is an "accredited investor" as that
      term is used in Regulation D of the Securities Act, and (iii) it has
      received copies of the Purchaser's Form 10-KSB for the fiscal year ended
      March 31, 1999 and Forms 10-QSB for the quarters ended June 30, 1999,
      September 30, 1999 and December 31, 1999. Seller agrees that it shall not
      at any time make any sale, pledge, hypothecation, gift or other transfer
      of the Registered Shares or Restricted Shares, except pursuant to an
      effective registration statement under the Securities Act or pursuant to
      the provisions of Rule 144 under the Securities Act or another exemption
      from the registration requirements of the Securities Act, and in
      accordance with any applicable "blue sky" or other securities laws, and
      Restricted Shares pursuant to any exemption, it shall, if requested by
      Purchaser, obtain an opinion of counsel, satisfactory to Purchaser, that
      such sale complies with applicable federal and state securities laws.
      Seller agrees that it has been informed that the Registered Shares and
      Restricted Shares must be held indefinitely unless they are subsequently
      registered under the Securities Act or an exemption from such registration
      is available and he understands that any sale of the Registered Shares or
      Restricted Shares made in reliance upon Rule 144, or any other like rule,
      can be made only in limited amounts in accordance with the terms and
      conditions of those rules and, if those rules are not applicable, any
      resale may require compliance with another available exemption under the
      Securities Act or, in the alternative, may require registration of such
      shares. Seller acknowledges that, except as set forth in the registration
      rights agreement attached hereto as Exhibit 3, Purchaser makes no
      representation or covenant that it shall conduct its affairs so as to
      permit sales under Rule 144 and Purchaser is under no obligation to
      register or repurchase the Registered Shares or Restricted Shares. Seller
      acknowledges that Purchaser shall cause a legend to be placed on the
      certificates representing the Registered Shares and Restricted Shares to
      reflect the foregoing.

                                    ARTICLE 5
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

        Purchaser hereby represents and warrants to Seller as follows:

5.1  ORGANIZATION AND GOOD STANDING. Purchaser is a corporation duly organized,
     validly existing and in good standing under the laws of the State of
     Delaware with all requisite power to carry on its business as now
     conducted. Purchaser has full corporate power and authority to own its
     assets and properties and to carry on its business as now owned and
     operated. Purchaser is duly qualified to do business in all jurisdictions
     in which it currently conducts the business.

5.2  AUTHORITY OF PURCHASER; NO CONFLICT. This Agreement constitutes the legal,
     valid, duly authorized and binding obligations of Purchaser, enforceable
     against it in accordance with its terms. Purchaser has the absolute and
     unrestricted right, power, authority and capacity to execute and deliver
     this Agreement and to perform its obligations under this Agreement. Neither

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     the execution of this Agreement nor the consummation or performance of the
     transactions contemplated hereunder will, directly or indirectly, violate
     or result in the breach of, and will not conflict with or constitute a
     default under, any of the terms of the charter documents or material
     agreements to which Purchaser is a party or, to the best of Purchaser's
     knowledge, conflict with or violate any applicable law, regulation,
     judgment, order or decree of any government, governmental agency or court
     having jurisdiction over Purchaser.

5.3  CAPITALIZATION; SHARES. The authorized capital stock of Purchaser consists
     of 20,000,000 shares of common stock (the "Common Stock"), $.01 par value
     per share, and 5,000,000 shares of preferred stock, $.01 par value per
     share (the "NG Preferred Stock"). As of the date hereof, 13,225,466 shares
     of Common Stock are issued and outstanding, 2,020,928 shares of Common
     Stock are issuable and reserved for issuance pursuant to the Purchaser's
     stock option and purchase plans and committed pursuant to pending
     acquisitions and 345,000 shares are issuable and reserved for issuance
     pursuant to securities exercisable or exchangeable for, or convertible
     into, shares of Common Stock, and 12,000 shares of Series A Convertible
     Preferred Stock are issued and outstanding. All outstanding shares of
     Common Stock and Series A Convertible Preferred Stock are validly issued,
     fully paid and nonassessable and are not subject to preemptive rights.
     Except as disclosed herein, there are no outstanding rights, options,
     warrants, subscriptions, calls, convertible securities or agreements of any
     character or nature under which Purchaser is or may become obligated to
     issue or to transfer shares of its capital stock of any kind. Purchaser has
     filed on a timely basis all reports, schedules, registration statements,
     proxy statements, and related documents that Purchaser was required to file
     with the Securities and Exchange System (the "SEC") on and after September
     30, 1996, which filings complied, when filed, in all material respects with
     the then-applicable requirements of the Securities Act of 1933 and the
     Securities Exchange Act of 1934 and the rules and regulations promulgated
     thereunder.

5.4  LITIGATION. There is no suit, action, arbitration, demand, claim or
     proceeding pending or, to the best knowledge of Purchaser, threatened
     against Purchaser in connection with or relating to the transactions
     contemplated by this Agreement or the consummation of the transactions
     contemplated hereby.

5.5  DISCLOSURE. No representation or warranty made by Purchaser in this
     Agreement, nor any document furnished by Purchaser hereunder, contains any
     untrue statement of a material fact, or omits to state a material fact
     necessary to make the statements or facts contained herein or therein not
     misleading in light of the circumstances in which they were furnished.

5.6  BROKER OR FINDER. Purchaser has incurred no obligations, contingent or
     otherwise, for brokerage or finders' fees or commissions in connection with
     this Agreement and will indemnify and hold Seller harmless from any such
     payment allegedly due by Purchaser.

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                                    ARTICLE 6
                         COVENANTS OF SELLER AND COMPANY

6.1   ACCESS AND INVESTIGATION. Between the date of this Agreement and the
      Closing, Seller will, and will cause the Company and its representatives
      to afford Purchaser and its representatives full and free access to the
      Company's personnel, properties, contracts, books, records and documents
      and such additional financial, operating, and other data as Purchaser may
      reasonably request.

6.2   OPERATION OF THE BUSINESS. Between the date of this Agreement and the
      Closing, the Seller will cause the Company to: (i) conduct the business of
      the Company only in the ordinary course of business; (ii) use their best
      efforts to preserve the current business organization and assets and
      properties of the Company, including but not limited to intellectual
      property, and maintain the goodwill of the Company; (iii) confer with the
      Purchaser concerning any operational matters of a material nature; and
      (iv) otherwise report to the Purchaser concerning the status of the
      Company's business as necessary.

6.3   NEGATIVE COVENANT. Except as otherwise expressly permitted by this
      Agreement, between the date of this Agreement and the Closing, Seller will
      not, and will cause the Company not to, without the prior consent of the
      Purchaser, take any affirmative action, or fail to take any reasonable
      action within their control, as a result of which any of the changes or
      events listed in 4.13 is likely to occur.

6.4   REQUIRED APPROVALS; INDEBTEDNESS; RELEASES. As promptly as possible after
      the date of this Agreement and prior to the Closing, Seller will, and will
      cause Company to, (i) make all required filings necessary in order to
      consummate the transactions contemplated hereunder; (ii) pay or retire all
      indebtedness of the Company; and (iii) obtain a full and complete release
      from Advanced Technology Center of all rights, claims, royalties and
      restrictions on Company's Intellectual Property, satisfactory to
      Purchaser.

6.5   NOTIFICATION. Between the date of this Agreement and the Closing, Seller
      and Company will promptly notify Purchaser in writing if Seller or Company
      becomes aware of any fact or condition that causes or constitutes or could
      cause or constitute a breach of any of the representations and warranties
      of Seller and Company hereunder.

6.6   CONFIDENTIALITY. Seller and Bruns and Dutt acknowledge and agree, jointly
      and severally, that they have had access to confidential and proprietary
      information and trade secrets of the Company ("Company Confidential
      Information") that is a valuable asset of the Company. Further, Seller and
      Bruns and Dutta acknowledge and agree, jointly and severally, that they
      have had access to certain confidential and proprietary information and
      trade secrets of Purchaser ("Purchaser Confidential Information") during

                                       11
<PAGE>

      the negotiation of this Agreement. Seller and Bruns and Dutta agree,
      jointly and severally, that they will not disclose any Purchaser
      Confidential Information or Company Confidential Information to any third
      party or use any such information for their own benefit without the prior
      written permission of Purchaser.

6.7   COVENANTS OF SELLER AND BRUNS AND DUTTA.

      (a) COVENANT NOT TO COMPETE. In partial consideration of the payments and
          agreements made by Purchaser hereunder, without the written consent of
          Purchaser, neither Seller, Bruns nor Dutta will, directly or
          indirectly (whether through any subsidiary, affiliate, partnership,
          joint venture, agent or otherwise) engage in any business competitive
          with the Company (including, without limitation, any business of the
          type conducted by the Company prior to the Closing or under
          development by the Company at the Closing) in any State of the United
          States of America, any province in Canada or in any country in Asia,
          for a period of three (3) years commencing on the Closing. The parties
          agree that the duration and scope for which the covenant not to
          compete set forth herein is to be effective is reasonable. If any
          court determines that extent unenforceable, the parties agree that the
          covenant shall remain in full force and effect for the greatest time
          period and broadest scope that would not render it unenforceable. The
          parties intend that this covenant shall be deemed to be a series of
          separate covenants, one for each and every county of each and every
          State of the United States of America and each and every political
          subdivision of each and every country outside the United States of
          America where this covenant is intended to be effective.

      (b) COVENANT NOT TO SOLICIT. During the period of the covenant set forth
          in Section 6.7(a) above, each of Seller, Bruns and Dutta covenants and
          agrees that it or he shall not, directly or indirectly, (i) induce or
          attempt to induce any employee of Purchaser (including any former
          employees of Seller hired by Purchaser) to leave the employ of
          Purchaser or to hire or retain such employee, or (ii) contact or
          attempt to contact any customer of the Company for the twelve (12)
          month period immediately preceding the Closing for the purpose of
          soliciting from any such customer business that is similar to the
          business previously conducted between the Company and such customer.

      (c) INJUNCTIVE RELIEF. Each of Seller, Bruns and Dutta hereby acknowledge
          and agree that any violations of the provisions of Section 6.6 or this
          Section 6.7 will cause damage to Purchaser in an amount or amounts
          difficult to ascertain. Accordingly, in addition to any other relief
          to which Purchaser may be entitled at law or in equity, Purchaser
          shall be entitled to temporary and/or permanent injunctive relief from
          any breach or threatened breach by Seller, Bruns or Dutta of the
          provisions of Sections 6.6 or 6.7, without proof of actual damages
          that have been or may be caused to Purchaser by such breach or
          threatened breach.

                                       12
<PAGE>

6.8   BEST EFFORTS. Between the date of this Agreement and the Closing, Seller
      and Company will use their respective best efforts to cause the conditions
      in Section 8 to be satisfied.

                                    ARTICLE 7
                             COVENANTS OF PURCHASER

7.1   APPROVALS. As promptly as possible after this Agreement and prior to the
      Closing, Purchaser will make all required filings necessary to consummate
      the transactions contemplated hereunder.

7.2   BEST EFFORTS. Between the date of this Agreement and the Closing,
      Purchaser will use its best efforts to cause the conditions in Section 9
      to be satisfied.

                                    ARTICLE 8
             CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE

        Purchaser's obligation to purchase the Shares and to take the other
actions required to be taken by Purchaser at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by Purchaser, in whole or in part):

8.1   ACCURACY OF REPRESENTATIONS. All of the representations and warranties of
      the Seller and the Company in this Agreement (considered collectively),
      and each of those representations and warranties (considered
      individually), must have been accurate in all material respects as of the
      date of this Agreement, and must be accurate in all material respects as
      of the Closing as if made at the Closing, without giving effect to any
      supplement to the Disclosure Schedule.

8.2   PERFORMANCE OF SELLER AND COMPANY. All of the covenants and obligations
      that the Seller and the Company are required to perform or to comply with
      pursuant to this Agreement at or prior to the Closing (considered
      collectively) and each of these covenants and obligations (considered
      individually), must have been duly performed and complied with in all
      material respects, including, but not limited to, the delivery of the
      Shares properly endorsed to the Purchaser, the payment or retirement of
      all indebtedness of the Company and the execution and delivery of the
      Registration Rights Agreement referred to in Section 2.4. Further, Seller
      shall have caused GRAL A.G. to execute and deliver the License and
      Distribution agreements referred to in Section 2.3 and Bruns and Dutta to
      execute and deliver the Executive Employment Agreements referred to in
      Section 2.2.

8.3   CONSENTS; RELEASE. All consents of any third parties required in order to
      consummate the transactions contemplated hereunder must have been obtained
      and must be in full force and effect. The release of Advanced Technology
      Corporation referred to in Section 6.4 shall be obtained by Company and
      shall be satisfactory to Purchaser in all material respects to enable
      Purchaser to take full title, without restrictions, claims or
      encumbrances, to the Intellectual Property.

                                       13
<PAGE>

8.4   NO PROCEEDINGS. Since the date of this Agreement, there must not have been
      commenced or threatened against Purchaser any proceeding involving any
      challenge to, or seeking damages or other relief in connection with, any
      of the contemplated transactions or that may have the effect of delaying,
      preventing, making illegal or otherwise interfering with any of the
      contemplated transactions hereunder.

8.5   NO CLAIM OR PROHIBITION. There must not have been made or threatened by
      any person any claim asserting that such person is the holder or the
      beneficial holder of, or has the right to acquire or obtain any beneficial
      ownership interest in the Shares or in any voting or equity interest in
      the Company. Neither the consummation nor the performance of any of the
      transactions contemplated hereunder will, directly or indirectly (with or
      without notice or lapse of time), materially contravene, or conflict with,
      or result in a material violation of any applicable legal requirement.

8.6   DUE DILIGENCE. Purchaser shall have completed its due diligence
      investigation on a basis satisfactory to Purchaser.



                                    ARTICLE 9
              CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER AND
                                COMPANY TO CLOSE

        The obligation of the Seller to sell the Shares and the obligation of
the Seller and the Company to take the other actions required to be taken by
them at the Closing is subject to the satisfaction, at or prior to the Closing,
of each of the following conditions (any of which may be waived by them, in
whole or in part):

9.1   ACCURACY OF REPRESENTATIONS. All of Purchaser's representations and
      warranties in this Agreement (considered collectively), and each of these
      representations and warranties (considered individually), must have been
      accurate in all material respects as of the date of this Agreement and
      must be accurate in all material respects as of the Closing as if made on
      the Closing.

9.2   PURCHASER'S PERFORMANCE. All of the covenants and obligations that
      Purchaser is required to perform or to comply with pursuant to this
      Agreement at or prior to the Closing (considered collectively), and each
      of these covenants and obligations (considered individually), must have
      been performed and complied with in all material respects. Purchaser must
      have delivered the certificates for the Registered Shares and Restricted
      Shares required to be delivered by Purchaser pursuant to Section 1.2, made
      the cash payment required to be made by Purchaser pursuant to Section 1.2,
      executed and delivered the Registration Rights Agreement referred to in
      Section 2.4, executed and delivered the License and Distribution
      Agreements referred to in Section 2.3, and executed the Executive
      Employment Agreements referred to Section 2.2 above.

                                       14
<PAGE>

9.3   NO INJUNCTION. There must not be in effect any legal requirement,
      injunction or order that prohibits the sale of the Shares by the Seller to
      the Purchaser that has been adopted, issued or otherwise become effective
      since the date of this Agreement.

                                   ARTICLE 10
                                   TERMINATION

        This Agreement may, by notice given prior to or at the Closing, be
terminated (i) by either Seller and Company on the one hand or Purchaser on the
other hand if the other party commits a material breach of this Agreement and
such breach has not been waived; (ii) by Purchaser if any of the conditions in
Section 8 has not been satisfied as of the Closing; (iii) by Seller and Company
if any of the conditions in Section 9 has not been satisfied as of the Closing;
or (iv) by mutual consent of Purchaser, Seller and Company. In the event of any
termination hereunder, all obligations of the parties hereunder shall terminate
except those of Seller and Company with respect to confidentiality pursuant to
Section 6.6.

                                   ARTICLE 11
                                  POST CLOSING

11.1   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Regardless of any
       investigation at any time made by or on behalf of any party, or of any
       information any party may have in respect thereof, all covenants,
       agreements, representations and warranties made hereunder or pursuant
       hereto or in connection with the transactions contemplated hereby shall
       survive the Closing for a period of twenty-four (24) months.

11.2   EXPENSES. Each of the parties hereto shall pay all costs and expenses
       incurred by it or on its behalf in connection with this Agreement and the
       transactions contemplated hereby, including, without limiting the
       generality of the foregoing, fees and expenses of its own financial
       consultants, accountants and counsel.

11.3  INDEMNIFICATION.

      (a) INDEMNIFICATION BY SELLER, BRUNS AND DUTTA. Seller and each of Bruns
          and Dutta, jointly and severally, shall indemnify, defend, protect and
          hold harmless Purchaser and its successors and assigns and each of
          such entities' directors, officers, employees, agents and affiliates
          (each a "NGI Indemnified Party"), at all times and after the Closing
          against all losses, claims, damages, actions, suits, proceedings,
          assessments, adjustments, costs and expenses, including without
          limitation reasonable attorneys', auditors' and experts' fees and
          costs of investigation (collectively, "Losses"), based upon, resulting
          from or arising out of (i) any inaccuracy or breach of any
          representation or warranty of Seller or of Company contained in or
          made in connection with this Agreement, (ii) the breach by Sellers or

                                       15
<PAGE>

          Company of, or the failure by Seller or Company to observe, any of
          their respective covenants or other agreements contained in or made in
          connection with this Agreement, and (iii) any act or failure to act by
          Seller or Company with respect to the Company's corporate records and
          documentation, tax returns and documentation and financial records and
          documentation.

      (b) INDEMNIFICATION BY PURCHASER. Purchaser shall indemnify, defend,
          protect and hold harmless Seller at all times from and after the date
          of this Agreement against all Losses based upon, resulting from or
          arising out of (i) any inaccuracy or breach of any representation or
          warranty of purchaser contained in or made in connection with this
          Agreement, and (ii) the breach by Purchaser of, or the failure by
          Purchaser to observe, any of its covenants or other agreements
          contained in or made in connection with this Agreement.

      (c) ADJUSTMENTS. Any payment made to any NGI Indemnified Party or to
          Seller (each an "Indemnified Party") pursuant to this Section 11.3 in
          respect of a claim will be net of any insurance proceeds realized by
          and paid to the Indemnified Party in respect of any such claim.

      (d) PROCEDURES. Promptly after receipt by an Indemnified Party of notice
          of the commencement of any action, suit or proceeding by a person not
          a party to this Agreement in respect of which the Indemnified Party
          will seek indemnification hereunder (a "Third Party Action"), the
          Indemnified Party will notify the party required to provide
          indemnification (the "Indemnifying Party") in writing, but any failure
          to so notify the Indemnifying Party shall not relieve it from any
          liability that it may have under this Section 11.3, except to the
          extent that the Indemnifying Party is prejudiced by the failure to
          give such notice. The Indemnifying Party shall be entitled to
          participate in the defense of such Third Party Action and to assume
          control of such defense (including settlement thereof) with counsel
          reasonably acceptable to such Indemnified Party; provided however,
          that: (i) the Indemnified Party shall be permitted to participation
          the defense of such Third Party Action and to employ counsel as its
          own expense (which shall not constitute legal expenses subject to
          indemnification) to assist in the handling of such Third Party Action;
          (ii) the Indemnifying Party shall obtain the prior written approval of
          the Indemnified Party before settlement of or ceasing to defend such
          Third Party Action, if such action would adversely affect the
          Indemnified Party; (iii) no Indemnifying Party shall consent to the
          entry of any judgment or enter into any settlement that does not
          include the unconditional release of each Indemnified Party from all
          liability under such Third Party Action; (iv) the Indemnifying Party
          shall not be entitled to control the defense of any Third Party Action
          unless it has confirmed in writing its assumption of such defense and
          continues to defend same reasonably and in good faith; (v) after the
          Indemnifying Party's assumption of the defense of such Third Party

                                       16
<PAGE>

          Action hereunder, the Indemnifying Party shall not be responsible for
          any legal expenses of the Indemnified Party and the Indemnified Party
          will not admit any liability, settle, compromise or discharge the
          claim underlying such Third Party Action without the Indemnifying
          Party's prior written consent; (vi) if the Indemnifying Party does not
          assume the defense of such Third Part Action, the Indemnified Party
          shall have the right to defend and/or settle same in such manner as it
          may deem appropriate at the cost and expense of the Indemnifying
          Party; (vii) the Indemnifying Party will promptly reimburse the
          Indemnified Party in cash, check or wire transfer periodically upon
          receipt of an invoice therefor with supporting documentation.

                                   ARTICLE 12
                                     GENERAL

12.1   ASSIGNMENT; SUCCESSORS AND ASSIGNS. Except as otherwise provided in this
       Agreement, neither this Agreement nor any interest herein shall be
       assignable by any party hereto (voluntarily, involuntarily, by judicial
       process, operation of law or otherwise), in whole or in part, without the
       prior written consent of all other parties hereto. Each of the terms,
       provisions and obligations of this Agreement shall be binding upon, shall
       inure to the benefit of, and shall otherwise be enforceable by the
       parties and their respective legal representatives, successors and
       assigns.

12.2   WAIVER AND AMENDMENT. This Agreement may be amended, supplemented,
       modified and/or rescinded only through an express written instrument
       signed by all parties or their respective successors and permitted
       assigns. Any party may specifically and expressly waive in writing any
       portion of this Agreement or any breach hereof, but no such waiver shall
       constitute a further or continuing waiver of any preceding or succeeding
       breach of the same or any other provision. The consent by one party to
       any act for which such consent was required shall not be deemed to imply
       consent or waiver of the necessity of obtaining such consent for the same
       or similar acts in the future.

12.3   SEVERABILITY. Each provision of this Agreement is intended to be
       severable. If any covenant, condition or other provision contained in
       this Agreement is held to be invalid, void or illegal by any court of
       competent jurisdiction, such provision shall be deemed severable from the
       remainder of this Agreement and shall in no way affect, impair or
       invalidate any other covenant, condition or other provision contained in
       this Agreement. If such condition, covenant or other provision shall be
       deemed invalid due to its scope or breadth, such condition, covenant or
       other provision shall be deemed valid to the extent of the scope or
       breadth permitted by law.

12.4   GOVERNING LAW. This Agreement has been negotiated and executed in the
       State of California and is to be performed in Orange County, California.
       This Agreement shall be governed by and interpreted in accordance with
       the laws of the State of California, including all matters of
       construction, validity, performance and enforcement, without giving
       effect to principles of conflict of laws. The parties hereby consent, in
       any dispute, action, litigation or other proceeding concerning this
       Agreement (including arbitration) to the jurisdiction of the courts of
       California, with the County of Orange being the sole venue for the
       bringing of the action or proceeding.

                                       17
<PAGE>

12.5   REMEDIES. No remedy made available hereunder by any of the provisions of
       this Agreement is intended to be exclusive of any other remedy, and each
       and every remedy shall be cumulative and shall be in addition to every
       other remedy given hereunder or now or hereafter existing at law or in
       equity or by statute or otherwise. In any action, litigation or
       proceeding (including arbitration) between the parties arising out of or
       in relation to this Agreement, the prevailing party in such action shall
       be awarded, in addition to any damages, injunctions or other relief, such
       party's costs and expenses, including, but not limited to, taxable costs
       and reasonable attorneys', accountants' and experts' fees incurred in
       bringing such action, litigation or proceeding and/or enforcing any
       judgment or order granted therein.

12.6   NOTICES. All notices, demands or other communications which are required
       or are permitted to be given hereunder shall be in writing and shall be
       deemed given upon personal delivery, facsimile transmission or on the
       third business day following due deposit in the United States mail,
       postage prepaid, and sent certified mail, return receipt requested,
       correctly addressed to the addresses of the parties as follows:

       If to Purchaser:                 netGuru, Inc.
                                        22700 Savi Ranch Road
                                        Yorba Linda, CA  92887-4608
                                        Attention:  Jyoti Chatterjee
                                                    President

       If to Seller:                    To be supplied.

       If to Bruns/Dutta:               Robert Bruns
                                        To be supplied.

                                        Koushik Dutta
                                        To be supplied.

12.7  COUNTERPARTS. This Agreement may be executed in one or more counterparts,
      each of which shall be deemed an original, but all of which shall
      constitute the same instrument.

12.8   ENTIRE AGREEMENT. This Agreement, including all Schedules and Exhibits
       attached hereto and referenced herein, sets forth the entire agreement
       and understanding of the parties with regard to the subject matter
       hereof, and supercedes all prior agreements, understandings, promises,
       representations and warranties, express or implied, oral or written,
       relating to the subject matter hereof.

                                       18
<PAGE>

12.9   ACKNOWLEDGEMENT. Seller, Bruns and Dutta, jointly and severally,
       represent and warrant that each of them has utilized its or his own
       legal, financial and tax counsel with respect to this Agreement and has
       not relied upon any advice, counsel, representation or warranty of
       Purchaser or any advisors to Purchaser with respect to this Agreement and
       the transactions contemplated hereunder.

     IN WITNESS WHEREOF, each of the parties has executed this Agreement as of
the date first set forth above.

SELLER:                                        PURCHASER:
GRAL, INC.                                     NETGURU, INC.

By: /s/ Gunther Pfaff                          By: /s/ Jyoti Chatterjee
    -------------------------------                -----------------------------

COMPANY:
ALLEGRIA SOFTWARE, INC.

By: /s/ Robert Bruns                           By: /s/ Koushik Dutta
    -------------------------------                -----------------------------
    Robert Bruns                                   Koushik Dutta

ROBERT BRUNS, Individually                     KOUSHIK DUTTA, Individually
/s/ Robert Bruns                               /s/ Koushik Dutta
-----------------------------------            ---------------------------------





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