Exhibit 2.06











                            STOCK PURCHASE AGREEMENT

                                      AMONG

                              LAWGIBB GROUP, INC.,

                            LAW INTERNATIONAL, INC.,

                       GIBB INTERNATIONAL HOLDINGS, INC.,

                         JACOBS ENGINEERING GROUP INC.,

                            JACOBS ENGINEERING, INC.,

                          JACOBS ENGINEERING UK LIMITED

                                       AND

                          JACOBS ENGINEERING FRANCE SAS



                           DATED AS OF APRIL 28, 2001



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                                Table of Contents

                                                                            Page

ARTICLE 1          DEFINITIONS.................................................2


   SECTION 1.1.    Definitions.................................................2

ARTICLE 2          PURCHASE OF STOCK...........................................9


   SECTION 2.1.    Purchase and Sale of UK Shares and Africa Shares............9

   SECTION 2.2.    Dividend...................................................10

   SECTION 2.3.    Purchase and Sale of Company Shares........................10

   SECTION 2.4.    Escrow.....................................................10

   SECTION 2.5.    Closings...................................................11

ARTICLE 3          REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE
                   COMPANY SUBSIDIARIES.......................................11


   SECTION 3.1.    Title to Shares............................................11

   SECTION 3.2.    Organization, Existence and Power..........................11

   SECTION 3.3.    Subsidiaries...............................................12

   SECTION 3.4.    Authorization..............................................12

   SECTION 3.5.    Corporate Records..........................................12

   SECTION 3.6.    Governmental Authorization.................................13

   SECTION 3.7.    Non-Contravention..........................................13

   SECTION 3.8.    Capitalization.............................................13

   SECTION 3.9.    Company Reports and Financial Statements...................14

   SECTION 3.10.   Accounts Receivable and Unbilled Work in Progress..........15

   SECTION 3.11.   Absence of Undisclosed Liabilities.........................15

   SECTION 3.12.   Permits....................................................15

   SECTION 3.13.   Absence of Certain Changes.................................16

   SECTION 3.14.   Litigation.................................................17

   SECTION 3.15.   Employee Benefit Plans.....................................17

   SECTION 3.16.   Labor and Employment Matters...............................19

   SECTION 3.17.   Taxes......................................................19

   SECTION 3.18.   Compliance with Laws.......................................21

   SECTION 3.19.   Finders' Fees..............................................21

   SECTION 3.20.   Environmental Compliance...................................21

   SECTION 3.21.   Insurance; Bonds...........................................22

   SECTION 3.22.   Takeover Statutes..........................................22

   SECTION 3.23.    Material Contracts........................................23

   SECTION 3.24.   Related Party Transactions.................................25

   SECTION 3.25.   Real Estate................................................25

   SECTION 3.26.   Government Contracting, Investigations and Actions.........26

   SECTION 3.27.   Foreign Corrupt Practices..................................27

   SECTION 3.28.   Relations with Suppliers and Customers.....................27

   SECTION 3.29.   Intellectual Property......................................27

   SECTION 3.30.   Title to Assets............................................28

   SECTION 3.31.   Accuracy of Representations................................28

ARTICLE 4          REPRESENTATIONS AND WARRANTIES OF THE BUYERS...............28


   SECTION 4.1.    Organization, Existence and Power..........................28

   SECTION 4.2.    Authorization..............................................29

   SECTION 4.3.    Governmental Authorization.................................29

   SECTION 4.4.    Non-Contravention..........................................29

   SECTION 4.5.    Litigation.................................................29

   SECTION 4.6.    Investment Representations.................................29

   SECTION 4.7.    Financing..................................................30

   SECTION 4.8.    Accuracy of Representations................................30

ARTICLE 5          COVENANTS OF THE SELLING PARTIES...........................30

   SECTION 5.1.    Conduct of the Business....................................30

   SECTION 5.2.    Noncompetition.............................................32

   SECTION 5.3.    Use of Names...............................................33

   SECTION 5.4.    Access to Information......................................33

   SECTION 5.5.    Notices of Certain Events..................................33

   SECTION 5.6.    Return of Information......................................34

   SECTION 5.7.    Resignation of Directors and Officers......................34

   SECTION 5.8.    Directors and Officers Insurance...........................34

   SECTION 5.9.    Supplements to Disclosure Letter...........................34

ARTICLE 6          COVENANTS OF THE BUYERS....................................34


   SECTION 6.1.    Return of Information......................................34

   SECTION 6.2.    Notices of Certain Events..................................34

   SECTION 6.3.    Consents and Approvals.....................................35

   SECTION 6.4.    Use of Names...............................................35

   SECTION 6.5.    Agreement Regarding Lex....................................35

   SECTION 6.6.    Lease and Other Indemnities................................35

ARTICLE 7          MUTUAL COVENANTS...........................................35


   SECTION 7.1.    Further Assurances.........................................35

   SECTION 7.2.    Publicity..................................................36

   SECTION 7.3.    Antitrust Filings..........................................36

   SECTION 7.4.    Section 338(h)(10) Election................................36

   SECTION 7.5.    Post-Closing Insurance.....................................36

   SECTION 7.6.    Confidentiality............................................37

   SECTION 7.7.    Post-Closing Cooperation...................................37

ARTICLE 8          CONDITIONS TO CLOSING......................................38


   SECTION 8.1.    Conditions to Obligations of the Buyers....................38

   SECTION 8.2.    Conditions to Obligation of the Selling Parties............40

ARTICLE 9          INDEMNIFICATION............................................41


   SECTION 9.1.    Agreement to Indemnify.....................................41

   SECTION 9.2.    Survival of Representations, Warranties and Covenants......43

   SECTION 9.3.    Notice and Procedure.......................................44

   SECTION 9.4.    Treatment of Indemnity Payments............................46

ARTICLE 10         TERMINATION................................................46


   SECTION 10.1.   Grounds for Termination....................................46

   SECTION 10.2.   Effect of Termination......................................47

ARTICLE 11         MISCELLANEOUS..............................................47


   SECTION 11.1.   Notices....................................................47

   SECTION 11.2.   Amendments; No Waivers.....................................48

   SECTION 11.3.   Expenses...................................................49

   SECTION 11.4.   Entire Agreement/No Third Party Beneficiaries..............49

   SECTION 11.5.   Arbitration................................................49

   SECTION 11.6.   Belgium Assets.............................................50

   SECTION 11.7.   Successors and Assigns.....................................50

   SECTION 11.8.   Governing Law..............................................50

   SECTION 11.9.   Counterparts; Effectiveness................................50

   SECTION 11.10.  Severability...............................................51

   SECTION 11.11.  Headings...................................................51

   SECTION 11.12.  Construction...............................................51

Exhibit List

Exhibit A         List of Company Persons Deemed to Have Knowledge

Exhibit B         Escrow Agreement

Exhibit C         Resignation of Directors

Exhibit D         Coverage, Amounts and Limits of ERP Insurance

Exhibit E         Form of Opinion of Long, Aldridge & Norman LLP

Exhibit F         Form of Opinion of Gibson Dunn & Crutcher LLP



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                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE  AGREEMENT (the  "Agreement")  is dated as of April 28,
2001, and is by and among LAWGIBB GROUP, INC., a Georgia corporation ("Parent"),
Law  International,  Inc., a Georgia  corporation and wholly owned subsidiary of
Parent ("Law International"),  and GIBB INTERNATIONAL HOLDINGS, INC., a Delaware
corporation and a wholly-owned  subsidiary of Law International (the "Company"),
on the one hand;  and JACOBS  ENGINEERING  GROUP  INC.,  a Delaware  corporation
("Jacobs"), JACOBS ENGINEERING,  INC., a Delaware corporation and a wholly-owned
direct or indirect  subsidiary of Jacobs ("US Acquisition  Subsidiary"),  JACOBS
ENGINEERING UK LIMITED,  a United Kingdom  company and a wholly-owned  direct or
indirect  subsidiary  of  Jacobs  ("UK  Acquisition  Subsidiary"),   and  JACOBS
ENGINEERING  FRANCE SAS, a French company and a direct or indirect  wholly-owned
subsidiary of Jacobs ("Africa Acquisition Subsidiary"), on the other hand.

                                    RECITALS

     WHEREAS,  the Company,  directly and indirectly through its subsidiaries is
engaged in the business of international  engineering consultancy,  specifically
in the areas of  transportation,  civil and  structural  engineering,  water and
wastewater,  environmental and geo-technical services, infrastructure,  building
and building services,  information  technology,  defense,  finance and commerce
(the "Business");

     WHEREAS, the Company desires to sell, and UK Acquisition Subsidiary desires
to buy, all of the issued and outstanding capital stock  (collectively,  the "UK
Shares") of GIBB HOLDINGS LTD. ("Gibb UK"), GIBB  PETERMULLER & PARTNERS (MIDDLE
EAST) LTD. and GIBB  PETERMULLER & PARTNERS  (EUROPE)  LTD.,  each of which is a
United Kingdom  company and a wholly-owned  subsidiary of the Company,  and GIBB
OVERSEAS  (JERSEY)  LTD., a Jersey  company and  wholly-owned  subsidiary of the
Company (collectively, the "UK Companies");

     WHEREAS,  the Company  desires to sell, and Africa  Acquisition  Subsidiary
desires to buy,  all of the issued and  outstanding  capital  stock (the "Africa
Shares")  of Gibb  Africa  Consulting  Engineers  Ltd.,  a  Cyprus  company  and
wholly-owned subsidiary of the Company ("Gibb Africa"); and

     WHEREAS, Law International  desires to sell, and US Acquisition  Subsidiary
desires to buy all of the issued and  outstanding  capital  stock of the Company
(the "Company Shares").

                                    AGREEMENT

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

                                    ARTICLE 1

                                   DEFINITIONS

     SECTION 1.1. Definitions. As used in this Agreement, and unless the context
requires a different meaning, the following terms have the meanings given:

     "AAA" has the meaning set forth in Section 11.5(a).

     "Acquiring Third Party" has the meaning set forth in Section 5.2(a).

     "Affiliate" means, with respect to any Person,  whether before or after the
Closings, any Person directly or indirectly controlling,  controlled by or under
direct or indirect common control with such other Person,  through the ownership
of all or part of any Person and any Person defined as an "affiliate"  under any
Applicable Law.

     "Africa Acquisition Subsidiary" has the meaning set forth in the Preamble.

     "Africa Shares" has the meaning set forth in the Recitals.

     "Agreement" has the meaning set forth in the Preamble.

     "Annual Statements" has the meaning set forth in Section 3.9(a).

     "Applicable Insurance" has the meaning set forth in Section 9.2(b).

     "Applicable  Law"  means,  with  respect to any  Person,  any  domestic  or
foreign,  federal, state or local statute, law, ordinance,  rule, administrative
interpretation,  regulation, order, writ, injunction,  judgment, decree or other
requirement which is legally binding  (including any  Environmental  Law) of any
Governmental  Authority  applicable  to such Person or any of its  Affiliates or
Plan  Affiliates  or any  of  their  respective  properties,  assets,  officers,
directors, employees,  consultants or agents (in connection with such officer's,
director's,  employee's,  consultant's  or agent's  activities on behalf of such
Person or any of its Affiliates or Plan Affiliates).

     "Bank  Debt"  means  Debt under any lines of credit of Gibb UK with Bank of
America,  N.A.  and under Gibb  Africa's  12.5  million Rand line of credit with
Nedbank.

     "Benefit  Arrangement" means any material benefit arrangement  covering any
current  or  former  stockholder,   officer,  director,   employee,   Affiliate,
consultant  or agent of the  Company or any  Affiliate  of the  Company  and the
beneficiaries of any of them, that is not an Employee  Benefit Plan,  including,
without  limitation,  (a) each  employment  or  consulting  agreement,  (b) each
arrangement providing for insurance coverage or workers' compensation  benefits,
(c) each incentive  bonus or deferred bonus  arrangement,  (d) each  arrangement
providing termination allowance, severance, continuation pay, indemnification or
similar  benefits,   (e)  each  equity  compensation  plan,  (f)  each  deferred
compensation  plan and (g) each compensation  policy and practice  maintained by
the Company or any Affiliate of the Company.

2

     "Benefit Plan" means an Employee Benefit Plan or Benefit Arrangement.

     "Business" has the meaning set forth in the Recitals.

     "Business  Day" means a day other than a  Saturday,  Sunday or other day on
which commercial banks in Los Angeles,  California are authorized or required by
law to close.

     "Buyers" means US Acquisition Subsidiary, UK Acquisition Subsidiary, Africa
Acquisition Subsidiary and Jacobs.

     "Buyer Indemnitees" has the meaning set forth in Section 9.1(a).

     "Claim Notice" means any written  notification of a Third Party Claim by an
Indemnified Party to an Indemnifying Party pursuant to Section 9 hereunder.

     "Closings" means the Initial Closing and the Subsequent Closing.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time.

     "Company" has the meaning set forth in the Preamble.

     "Company Balance Sheet" has the meaning set forth in Section 3.9.

     "Company  Employee"  means  any  employee  of the  Company  or any  Company
Subsidiary at the time of the Initial Closing.

     "Company  Material Adverse Effect" or the term "material" or any variations
thereof used in conjunction with the Company or the Company  Subsidiaries  means
(i) any material adverse change in, or a material adverse effect on, the assets,
liabilities,  business or operations of the Company and the Company Subsidiaries
taken as a whole  in an  amount  in  excess  of Five  Hundred  Thousand  Dollars
($500,000),  individually (or aggregated with substantially similar matters), or
(ii) any  event  or  circumstance  that  would  prevent,  materially  hinder  or
materially  delay the  consummation  of the  transactions  contemplated  by this
Agreement.

     "Company Purchase Price" has the meaning set forth in Section 2.3(b).

     "Company Shares" has the meaning set forth in the Recitals.

     "Company Subsidiaries" has the meaning set forth in Section 3.3.

     "Confidentiality Agreement" has the meaning set forth in Section 7.6.

     "Consolidated  Net Equity"  means the amount by which (a) the  consolidated
assets of the Company and the Company  Subsidiaries (net of reserves appropriate
under  GAAP,  consistently  applied for all  relevant  periods) on such date are
greater  than (b) the  consolidated  liabilities  of the Company and the Company
Subsidiaries  on such date, in each such case as  determined in accordance  with
GAAP and  applied in a manner  consistent  with that used to prepare the Company
Balance Sheet.  If, as of any date, the amount  referred to in clause (b) of the
immediately  preceding sentence is greater than the amount referred to in clause
(a) of such  sentence,  the  amount of  Consolidated  Net Equity as of such date
shall be a negative number.

3

     "Contract" means any contract, agreement, license, lease, sales or purchase
order or other legally binding  commitment or understanding,  whether written or
oral, to which the Company or the Company  Subsidiaries  is a party  relating to
the Business.

     "Debt"  means (i) any  indebtedness  of the  Company or any of the  Company
Subsidiaries,  whether  or not  contingent,  in  respect  of  borrowed  money or
evidenced by bonds, notes, debentures or other similar instruments or letters of
credit (or reimbursement  agreements in respect thereof) or banker's acceptances
or representing  capitalized  lease  obligations,  (ii) any balance deferred and
unpaid of the  purchase  price of any  property,  except any such  balance  that
constitutes an accrued expense or account  payable,  in each case referred to in
this  clause  (ii)  incurred  in the  ordinary  course  of  business,  (iii) all
indebtedness  of others  secured  by a Lien on any asset of the  Company  or any
Subsidiary of the Company  (whether or not such  indebtedness  is assumed by the
Company or any  Subsidiary of the Company) and, (iv) to the extent not otherwise
included by clauses (i) through (iii), any guaranty by the Company or any of the
Company  Subsidiaries of any indebtedness of any Person,  other than the Company
or one or more of the Company Subsidiaries;  provided,  however, that Debt shall
not include performance bonds, guarantees,  indemnities or letters of credit (or
reimbursement  agreements  in respect  thereof) of the Company or of the Company
Subsidiaries for work performed or to be performed by the Company or the Company
Subsidiaries.

     "Debt  Prepayment  Amount"  means the  aggregate  amount in Dollars paid by
Parent or Law  International  to a Third Party (which in no event shall  include
any Affiliate of any of the Selling  Parties)  after December 29, 2000 to reduce
any Debt of the Company or the Company  Subsidiaries  owed to such Third  Party,
but only to the extent  that such  payment is made out of funds other than funds
of the Company or the Company Subsidiaries.

     "Deductible Amount" has the meaning set forth in Section 9.1(c).

     "Disclosure  Letter" means the  Disclosure  Letter from Parent to Jacobs of
even date herewith.

     "Disputing Party" has the meaning set forth in Section 11.5.

     "Dividend" has the meaning set forth in Section 2.2.

     "Election" has the meaning set forth in Section 7.4(a).

     "Election Deadline" has the meaning set forth in Section 7.4(a).

     "Employee  Benefit  Plan" means any employee  benefit  plan,  as defined in
Section 3(3) of ERISA, that is sponsored or contributed to by the Company or any
ERISA Affiliate thereof covering employees or former employees of the Company.

4

     "Employee Pension Benefit Plan" means any employee pension benefit plan, as
defined in Section  3(2) of ERISA,  that is subject to Title IV of ERISA,  other
than a Multiemployer Plan.

     "Employment Agreements" has the meaning set forth in Section 3.15(a).

     "Environmental  Law"  means  any  federal,  state,  local or  foreign  law,
statute,  ordinance, rule, regulation, or treaty; all judicial,  administrative,
and regulatory orders,  judgments,  decrees and  authorizations;  and common law
relating to: (A) the protection,  investigation,  remediation, or restoration of
the environment or natural resources, (B) the handling, use, storage, treatment,
disposal,  release or  threatened  release of any Hazardous  Substance,  (C) the
creation of a cause of action for  damages to persons or property  due to noise,
odor,  pollution or contamination or (D) the protection of the health and safety
of employees or the public.

     "Equity Securities" has the meaning set forth in Section 3.8(b).

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     "ERP Coverage" has the meaning set forth in Section 7.5.

     "Escrow Account" has the meaning set forth in Section 2.1(b).

     "Escrow  Agent"  means  ABN AMRO  Trust  Company  (Jersey)  Limited  or any
successor thereto.

     "Escrow Agreement has the meaning set forth in Section 2.4.

     "Escrow Amount" has the meaning set forth in Section 2.4.

     "Excess ERP Coverage" has the meaning set forth in Section 9.1(e).

     "Facilities" " has the meaning set forth in Section
3.25(a)(ii).

     "Financial Statements" has the meaning set forth in Section 3.9(a).

     "Foreign  Antitrust  Law" means the Fair  Trading  Act 1973,  the  European
Merger  Regulation or any  substantially  similar  Applicable  Law affecting the
transactions contemplated by this Agreement.

     "Forms" has the meaning set forth in Section 7.4(a).

     "GAAP" means accounting  principles generally accepted in the United States
of America.

     "Gibb Africa" has the meaning set forth in the Recitals.

     "Gibb Names" has the meaning set forth in Section 5.3.

5

     "Gibb UK" has the meaning set forth in the Recitals.

     "Governmental Authority" means any foreign, domestic, federal, territorial,
state or local (i)  government  or  governmental  authority  or any  regulatory,
administrative  or  other  governmental   agency,  or  any  political  or  other
subdivision,  department  or  branch  of any of the  foregoing  or  (ii)  court,
arbitrator or similar tribunal or forum.

     "Hazardous Substance" means any substance,  material, or waste that is: (A)
listed,  classified or regulated in any concentration pursuant to any applicable
Environmental Law; (B) any petroleum hydrocarbon,  asbestos-containing material,
lead-containing  paint  or  plumbing,   polychlorinated  biphenyls,  radioactive
materials or radon; or (C) any other substance,  material, or waste which may be
the subject of regulatory action by any Governmental  Authority  pursuant to any
applicable Environmental Law.

     "Indemnified  Party"  means any Person  entitled to  indemnification  under
Article 9.

     "Indemnifying Party" means any Person obligated to indemnify another Person
under Article 9.

     "Indemnity  Notice" means a written  notification  of a claim for indemnity
under Article 9 (other than a Third Party Claim),  made by an Indemnified  Party
to an Indemnifying Party pursuant to Section 9.3(b).

     "Initial Closing" has the meaning set forth in Section 2.1(a).

     "Initial Closing Date" has the meaning set forth in Section 2.5.

     "Intellectual Property Rights" has the meaning set forth in Section 3.29.

     "Interim Escrow Date" has the meaning set forth in Section 2.4.

     "Interim Statements" has the meaning set forth in Section 3.9(a).

     "Jacobs" has the meaning set forth in the Preamble.

     "Knowledge of the Company" or "to the best  knowledge of the Company" means
the actual knowledge of the persons listed on Exhibit A hereto.

     "Law International" has the meaning set forth in the Preamble.

     "Leases" has the meaning set forth in Section 3.25(a)(ii).

     "Leased Property" has the meaning set forth in Section 3.25(a)(ii).

     "Legal Proceeding" has the meaning set forth in Section 3.14.

     "Lex" has the meaning set forth in Section 6.5.

6

     "Lien"  means,  with respect to any asset,  any  mortgage,  title defect or
objection, lien, pledge, security interest, equity, claim, covenant,  condition,
hypothecation, restriction, encumbrance or charge of any kind in respect of such
asset.

     "Losses" means any and all damages,  claims,  costs,  losses,  liabilities,
expenses or obligations  (including  Taxes,  interest,  penalties,  court costs,
costs of preparation and investigation, and reasonable attorneys',  accountants'
and  other  professional  advisors'  fees and  expenses),  net of any  insurance
proceeds  actually  received  pursuant  to the  procedures  set forth in Section
9.1(b),  and only after taking into account and crediting the full amount of any
accruals,  allowances  and reserves  applicable to the specific Loss in question
recorded on the books and records of the Company and the Company Subsidiaries as
of the Initial Closing.

     "material"  means with respect to any Person other than the Company and the
Company Subsidiaries an event, change or effect which is material in relation to
the  assets,  liabilities,  business  or  operations  of such  Person  (and  its
subsidiaries,  if any)  taken as a whole or on the  ability  of such  Person  to
perform its obligations hereunder.

     "Maximum R&W Indemnification" has the meaning set forth in Section 9.1(d).

     "Multiemployer  Plan"  means a  multiemployer  plan,  as defined in Section
3(37) and 4001(a)(3) of ERISA.

     "Multiple  Employer Plan" means any Employee Benefit Plan sponsored by more
than one  employer,  within  the  meaning of  Sections  4063 or 4064 of ERISA or
Section 413(c) of the Code.

     "Notice Period" has the meaning set forth in Section 9.3(a)(i).

     "Outside Date" has the meaning set forth in Section 10.1(d).

     "Overlap Period" has the meaning set forth in Section 9.1(a)(3).

     "Owned Property" has the meaning set forth in Section 3.25(a)(i).

     "Parent" has the meaning set forth in the Preamble.

     "Permitted   Liens"  means  (a)  Liens,   taxes,   assessments   and  other
governmental  charges  not yet  due  and  payable,  (b)  statutory,  mechanics',
laborers' and  materialmen  liens arising in the ordinary course of business for
sums not yet due, (c)  statutory  and  contractual  landlord  liens under leases
pursuant  to which the  Company or a Company  Subsidiary  is a lessee and not in
default and (d) such other  imperfections of title as do not materially  detract
from the  value  or  otherwise  interfere  with  the  present  use of any of the
Company's or any Company Subsidiary'  respective  properties or otherwise impair
their respective business operations.

     "Permits" has the meaning set forth in Section 3.12.

     "Person" means an individual,  corporation,  partnership, limited liability
company, association, trust, estate or other entity or organization, including a
Governmental Authority.

7

     "Plan Affiliate"  means,  with respect to any Person,  any employee benefit
plan or  arrangement  sponsored by,  maintained by or contributed to by any such
Person, and with respect to any employee benefit plan or arrangement, any Person
sponsoring, maintaining or contributing to such plan or arrangement.

     "Prohibited  Gibb  Business"  means  architectural,   design,  engineering,
construction management, program management and consulting services performed on
rail,  transportation,  development or utilities projects, but in no event shall
include geotechnical, testing, or environmental services.

     "Purchase Price" has the meaning set forth in Section 2.3(c).

     "Qualified Loss" has the meaning set forth in Section 9.1(c).

     "Scheduled Contracts" has the meaning set forth in Section 3.23(a).

     "Section 338 Election Notice" has the meaning set forth in Section 7.4(a).

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and any
rules or regulations promulgated thereunder.

     "Seller Indemnitees" has the meaning set forth in Section 9.1(f).

     "Selling Parties" means each of Parent, Law International and the Company.

     "Shares" means,  collectively,  the Company  Shares,  the UK Shares and the
Africa Shares.

     "Share Encumbrances" means any liens, charges,  claims,  options,  pledges,
rights  of  other  parties,  voting  trusts,  proxies,  stockholder  or  similar
agreements,  encumbrances or restrictions of any nature  whatsoever with respect
to the Shares.

     "Subsequent Closing" has the meaning set forth in Section 2.3(a).

     "Subsequent Closing Date" has the meaning set forth in Section 2.5.

     "Subsequent  Material  Contract"  has the  meaning  set  forth  in  Section
5.1(a)(iii).

     "Subsidiary Purchase Price" has the meaning set forth in Section 2.1(b).

     "Takeover Statute" has the meaning set forth in Section 3.22.

     "Target Companies" means each of the UK Companies and Gibb Africa.

     "Tax" or "Taxes"  means all taxes,  charges,  fees,  levies,  or other like
assessments,  including without limitation income,  gross receipts,  ad valorem,
value added, premium, excise, real property, personal property, windfall profit,
sales, use, transfer, license, withholding,  employment,  payroll, and franchise
taxes imposed by any  Governmental  Authority,  irrespective  of whether imposed
directly or indirectly,  as a successor or transferee liability,  as a joint and
several liability pursuant to Section 1.1502-6 of the U.S. Treasury  Regulations
or comparable  provisions of state,  local or foreign law; and shall include any
interest,  fines,  penalties,  assessments,  or additions to tax resulting from,
attributable to, or incurred in connection with any such Taxes or any contest or
dispute thereof.

8

     "Tax  Return"  means  all  returns,  reports,  statements,  forms  or other
materials or information  required to be filed with any  Governmental  Authority
having the power or authority to levy or assess Taxes.

     "Third Party" means any Person not a Party to this Agreement.

     "Third Party Claim" has the meaning set forth in Section 9.3.

     "UK Acquisition Subsidiary" has the meaning set forth in the Preamble.

     "UK Companies" has the meaning set forth in the Recitals.

     "UK Shares" has the meaning set forth in the Recitals.

     "US Acquisition Subsidiary" has the meaning set forth in the Preamble.

                                    ARTICLE 2

                                PURCHASE OF STOCK

     SECTION 2.1. Purchase and Sale of UK Shares and Africa Shares.

     (a) On the terms and subject to the  conditions  set forth  herein,  at the
initial closing (the "Initial  Closing"):  (i) the Company shall, or shall cause
its nominees to, sell,  transfer,  convey,  assign and deliver to UK Acquisition
Subsidiary,  free  and  clear  of all  Share  Encumbrances,  and UK  Acquisition
Subsidiary shall purchase,  acquire and accept from the Company or the Company's
nominees,  as  applicable,  the UK Shares,  and (ii) the Company shall cause its
nominees to, sell,  transfer,  convey,  assign and deliver to Africa Acquisition
Subsidiary,  free and clear of all Share  Encumbrances,  and Africa  Acquisition
Subsidiary shall purchase,  acquire and accept from the Company's nominees,  the
Africa  Shares.  At  the  Initial  Closing,  the  Company  shall  deliver  to UK
Acquisition  Subsidiary  and the Africa  Acquisition  Subsidiary,  respectively,
certificates  evidencing  the UK Shares and the Africa  Shares,  together with a
form of transfer,  and such other instruments as may be reasonably  requested by
each of them to transfer full legal and  beneficial  ownership of such UK Shares
and  Africa  Shares to UK  Acquisition  Subsidiary  and the  Africa  Acquisition
Subsidiary, respectively, free and clear of all Share Encumbrances.

     (b)  At the  Initial  Closing,  (x) UK  Acquisition  Subsidiary  shall  pay
Seventeen  Million Seven Hundred Fifty Thousand Dollars  ($17,750,000)  plus the
Debt  Prepayment  Amount  to the  Company  for  the UK  Shares  and  (y)  Africa
Acquisition  Subsidiary  shall pay Eight Million Seven Hundred  Thousand Dollars
($8,700,000) to the Company for the Africa Shares;  provided,  however, that out
of the  foregoing  amounts  otherwise  payable  to the  Company  at the  Initial
Closing, UK Acquisition  Subsidiary shall pay to the Escrow Agent at the Initial
Closing the  aggregate  sum of Five Million  Dollars  ($5,000,000)  (the "Escrow
Amount"),  in accordance with the terms of the Escrow  Agreement.  The aggregate
amount of (x) and (y) is referred to herein as the "Subsidiary  Purchase Price."
The above payments shall be made by wire transfer of immediately available funds
to, as the case may be, an  account  designated  by the  Company  and an account
designated by the Escrow Agent (the "Escrow Account"),  in each case, in writing
prior to the Initial Closing.

9

     (c) The parties hereto agree that the Escrow Amount shall be deposited with
the Escrow Agent pursuant to the terms of the Escrow Agreement and shall only be
released in accordance with the terms of the Escrow Agreement.

     SECTION 2.2.  Dividend.  Immediately  following  the Initial  Closing,  the
Company shall issue a cash dividend (the  "Dividend")  in an amount equal to the
difference  between the  Subsidiary  Purchase Price and the Escrow Amount to Law
International,  by wire  transfer to an account  designated in writing by Parent
prior to the  Initial  Closing.  The  parties  agree that the  Dividend is to be
retained by Parent or Law International.

     SECTION 2.3.  Purchase and Sale of Company Shares.

     (a) As soon as practicable  after the Company has issued the Dividend,  but
in no event later than one (1) Business Day following the Initial  Closing,  the
parties shall conduct the subsequent closing (the "Subsequent Closing").  On the
terms and subject to the conditions set forth herein, at the Subsequent Closing,
Law  International  shall  sell,  transfer,  convey,  assign  and  deliver to US
Acquisition  Subsidiary,  free  and  clear  of all  Share  Encumbrances,  and US
Acquisition   Subsidiary   shall   purchase,   acquire   and  accept   from  Law
International,  all of  the  Company  Shares.  At the  Subsequent  Closing,  Law
International shall deliver to US Acquisition Subsidiary certificates evidencing
the Company Shares duly endorsed for transfer and such other  instruments as may
be  reasonably  requested  by  Jacobs to  transfer  full  legal  and  beneficial
ownership of such Company Shares to US Acquisition Subsidiary, free and clear of
all Share Encumbrances.

     (b) At the Subsequent Closing,  US Acquisition  Subsidiary shall pay to Law
International  by wire  transfer of  immediately  available  funds to an account
designated in writing by Parent prior to the Subsequent  Closing an amount equal
to Three Hundred  Fifty  Thousand  Dollars  ($350,000)  (the  "Company  Purchase
Price").

     (c) The sum of the Subsidiary Purchase Price and the Company Purchase Price
is hereinafter referred to as the "Purchase Price".

     SECTION 2.4.  Escrow.  On the Initial  Closing  Date,  each of Parent,  Law
International,   the  Company,   US  Acquisition   Subsidiary,   UK  Acquisition
Subsidiary,  Africa  Acquisition  Subsidiary,  Jacobs and the Escrow Agent shall
enter into an agreement  providing for the escrow  arrangements  with respect to
the Escrow Amount, in the form of Exhibit B hereto (the "Escrow Agreement"). The
Escrow Agreement shall provide for a 3-year term, and, among other terms,  shall
provide that on the date  eighteen  (18) months  after the Initial  Closing Date
(the  "Interim  Escrow  Date"),  the Escrow  Agent shall  release to Parent,  or
otherwise in accordance with the terms of the Escrow  Agreement,  a sum equal to
the positive  difference,  if any, between (x) the aggregate amount of any funds
remaining in the Escrow  Account as of the Interim  Escrow Date, and (y) the sum
of (a) the aggregate amount of any unpaid  indemnification  claims pending as of
the Interim Escrow Date in connection with a claim for indemnification  pursuant
to Section 9.1 and (b) Three Million Dollars ($3,000,000).

10

     SECTION 2.5. Closings.  The Initial Closing shall take place at the offices
of Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los Angeles,  California
on May 3, 2001,  or such  other date as to which  Jacobs and Parent may agree in
writing (the "Initial Closing Date"). The Subsequent Closing shall take place at
the offices of Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los Angeles,
California,  at such time as set forth in Section 2.3(a),  or such other date as
to which Jacobs and Parent may agree in writing (the "Subsequent Closing Date").

                                    ARTICLE 3

     REPRESENTATIONS  AND  WARRANTIES  REGARDING  THE  COMPANY  AND THE  COMPANY
     SUBSIDIARIES

     As inducement to the Buyers to enter into this  Agreement and to consummate
the transactions  contemplated herein, each of the Selling Parties,  jointly and
severally, represent and warrant, as of the date of this Agreement and as of the
Initial Closing Date, to each of the Buyers that:

     SECTION 3.1. Title to Shares. Law International is the sole owner of record
and beneficial  owner of the Company Shares,  and except as set forth in Section
3.1 of the  Disclosure  Letter,  the  Company  is the sole  owner of record  and
beneficial owner of the UK Shares and the Africa Shares.  Except as set forth in
Section  3.1 of the  Disclosure  Letter,  such  Shares are free and clear of all
Share  Encumbrances,  and each of Law International and the Company has, or will
have at the Initial Closing or the Subsequent  Closing,  as the case may be, the
full and  unrestricted  right,  power and  authority to sell and  transfer  such
Shares to the respective Buyers.  Upon delivery of certificates  evidencing such
Shares to the respective Buyers, together with a form of transfer and payment by
the Buyers to Law  International or the Company,  respectively,  pursuant to the
terms hereof,  the Buyers will acquire good and marketable title to and complete
ownership of such Shares, representing all of the issued and outstanding capital
stock of the Company and the Target Companies,  respectively,  free and clear of
any Share Encumbrance of any nature whatsoever, subject only to the registration
of such  Share  transfers,  duly  stamped,  in the  register  of members of such
companies.

     SECTION 3.2 Organization,  Existence and Power. Each of the Selling Parties
is a corporation (or equivalent) duly incorporated, validly existing and in good
standing under the laws of its respective  jurisdiction of formation and has all
corporate  powers  and all  licenses,  authorizations,  consents  and  approvals
required  to own or  lease  its  properties  or  carry  on its  business  as now
conducted.  Each of the Selling  Parties is duly  qualified  to do business as a
foreign  corporation  and is in good  standing  in each  jurisdiction  where the
character  of its  properties  owned or held  under  lease or the  nature of its
activities makes such qualification  necessary,  except for those  jurisdictions
where the failure to be so qualified  would not reasonably be expected to have a
Company  Material  Adverse  Effect.  Each of the Selling  Parties has heretofore
delivered to the Buyers true and  complete  copies of their  respective  charter
documents as currently in effect.

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     SECTION 3.3. Subsidiaries.  Section 3.3 of the Disclosure Letter sets forth
a  true  and  complete  list  of  all  of  the  Company's  direct  and  indirect
subsidiaries (the "Company Subsidiaries"). Such list sets forth the jurisdiction
of incorporation, the authorized capital stock, the number of shares duly issued
and  outstanding,  the number of such shares  owned by the Company or another of
the Company  Subsidiaries  and the name of any Third Parties who own any of such
shares and the number of shares so owned.  Except as set forth in Section 3.3 of
the Disclosure Letter,  all shares of capital stock of the Company  Subsidiaries
are (i) duly authorized and validly issued, (ii) are validly outstanding,  fully
paid and  nonassessable,  (iii) were not issued in violation  of any  preemptive
rights or rights of Third Parties,  and (iv) are owned by the Company,  directly
or indirectly through wholly owned  subsidiaries of the Company,  free and clear
of any Share Encumbrances.  Except as set forth in Section 3.3 of the Disclosure
Letter, the Company (i) does not have any direct or indirect  subsidiaries other
than the Company  Subsidiaries,  and (ii) other than in the  ordinary  course of
business of the  Company,  has not made any advances to or  investments  in, and
does not own any securities of or other  interests in, any Person other than the
Company Subsidiaries.

     Each of the  Company  Subsidiaries  is a company  duly  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
formation,  has the requisite  power to own or lease its properties and carry on
its  business  as now  being  conducted,  and is  duly  qualified  as a  foreign
corporation to do business,  and is in good standing, in each jurisdiction where
the character of its  properties  owned or held under lease or the nature of its
activities makes such  qualification  necessary,  except where the failure so to
qualify  would not  reasonably  be expected to have a Company  Material  Adverse
Effect.  The  Company  has  heretofore  made  available  to the Buyers  true and
complete copies of the each of the Company  Subsidiaries'  charter  documents as
currently in effect.

     SECTION 3.4. Authorization. The execution, delivery and performance of this
Agreement and the Escrow  Agreement by the Selling Parties and the  consummation
by each of the  Selling  Parties  of the  transactions  contemplated  under this
Agreement and the Escrow  Agreement are within the Selling  Parties ' respective
corporate (or equivalent)  powers and have been duly authorized by all necessary
action on their parts, including all necessary shareholder action on the part of
their respective shareholders. This Agreement and the Escrow Agreement have been
duly and validly executed by the each of the Selling Parties and constitutes the
legal,  valid and binding  agreement of each of the Selling Parties  enforceable
against  each of them in  accordance  with its  terms,  except  (a) as rights to
indemnity  hereunder may be limited by federal or state  securities  laws or the
public policies embodied therein,  (b) as such  enforceability may be limited by
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the
enforcement of creditors'  rights  generally,  and (c) as the remedy of specific
performance  and other forms of  injunctive  relief may be subject to  equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

     SECTION 3.5. Corporate Records. The minute books,  transfer books and stock
ledgers of the Company and each of the Company  Subsidiaries  are  complete  and
accurate in all material  respects and contain  accurate and complete records of
all material  actions  previously taken by the board of directors and committees
of the board of directors  and the  shareholders  of the Company and the Company
Subsidiaries.  The Company and the Company  Subsidiaries  have  maintained  (and
given the Buyers and their agents access to) their respective books, records and
accounts,  which are complete and correct and accurately  reflect the activities
of the  Company  and the  Company  Subsidiaries,  and  which  have  been kept in
accordance with sound business practices.

12

     SECTION  3.6.  Governmental  Authorization.  The  execution,  delivery  and
performance by the Selling  Parties of this  Agreement and the Escrow  Agreement
require no action by, consent or approval of, or filing with,  any  Governmental
Authority.

     SECTION 3.7.  Non-Contravention.  Except as set forth in Section 3.7 of the
Disclosure Letter, the execution,  delivery and performance of this Agreement or
the Escrow  Agreement by the Selling  Parties do not and will not (a) contravene
or conflict with the respective  charter documents of the Selling Parties or any
Company  Subsidiary;  (b)  contravene  or conflict with or constitute a material
violation of any provision of any  Applicable  Law binding upon or applicable to
the Selling Parties,  the Business or the Shares;  (c) result in the creation or
imposition  of any Lien or any Tax on any of the  assets of the  Company  or any
Company Subsidiary;  or (d) except as is not reasonably likely to have a Company
Material  Adverse  Effect,  result in a violation or breach of, or  constitute a
default under, or give rise to a right of termination,  amendment,  cancellation
or  acceleration  of any  right or  obligation  of the  Company  or any  Company
Subsidiary  or to a loss of any  benefit  to which the  Company  or any  Company
Subsidiary  is  entitled  under  any  provision  of any  note,  bond,  mortgage,
indenture,  lease,  agreement,  contract or other  instrument  binding  upon the
Company or to which the  Company or such  Company  Subsidiary  is a party or any
license, franchise, permit or other similar authorization held by the Company or
such Company  Subsidiary or to which the Company or such Company Subsidiary is a
party.

     SECTION 3.8.  Capitalization.

     (a) The  authorized  capital stock of the Company  consists of One Thousand
(1,000) shares of common stock, of which One Thousand  (1,000) shares are issued
and outstanding, all of which are owned by Law International. The authorized and
outstanding  capital  stock  of each of the  Target  Companies  is set  forth in
Section 3.8(a) of the Disclosure Letter.

     (b) All such issued and outstanding  shares of capital stock of the Company
(i) have been duly authorized and validly issued, (ii) are validly  outstanding,
fully  paid and  nonassessable  and (iii) were not  issued in  violation  of any
preemptive  rights or rights of Third  Parties.  Except as set forth in  Section
3.8(b) of the  Disclosure  Letter,  neither the Company,  nor any of the Company
Subsidiaries  holds any of its issued and outstanding shares of capital stock in
its  treasury,  and  there  are not,  and on the  Initial  Closing  Date and the
Subsequent  Closing  Date  there  will  not be,  outstanding  (i)  any  options,
warrants,  rights of first  refusal or other rights to purchase from the Selling
Parties or the Company  Subsidiaries,  any  capital  stock of the Company or the
Company Subsidiaries,  (ii) any securities  convertible into or exchangeable for
shares of such stock or (iii) any other commitments of any kind for the issuance
of additional  shares of capital stock or options,  warrants or other securities
of the  Company  or  any of the  Company  Subsidiaries  (such  shares,  options,
warrants,  rights of first  refusal  or other  rights,  convertible  securities,
exchangeable securities or other commitments are referred to herein collectively
as "Equity Securities"). Except as set forth in Section 3.8(b) of the Disclosure
Letter, there is no contract, right or option outstanding to require the Company
or any of the Company  Subsidiaries to redeem,  purchase or otherwise  reacquire
any Equity  Securities of the Company,  and there are no preemptive  rights with
respect to any Equity Securities of the Company.

13

     (c) Except as set forth in Section 3.8(c) of the Disclosure  Letter,  there
are no shareholders agreements,  investors' rights agreements,  voting trusts or
other  agreements or  understandings  to which any of the Selling Parties or the
Company  Subsidiaries  is a party or by which any of the Selling  Parties or the
Company  Subsidiaries  is bound  relating  to the  voting  of,  or  placing  any
restrictions  on, any shares of the  capital  stock of the Company or any of the
Company Subsidiaries.

      SECTION 3.9. Company Reports and Financial Statements.

     (a) Section  3.9(a) of the  Disclosure  Letter  contains  true and complete
copies of the  unaudited  consolidated  and  consolidating  balance  sheets  and
related  consolidated  and  consolidating  statements of operations and retained
earnings  for the  Company  and the  Company  Subsidiaries  for the years  ended
December  31, 1999 and  December  29,  2000 (the  "Annual  Statements")  and the
consolidated  and  consolidating  balance  sheets and related  consolidated  and
consolidating  statements of operations for two-month  periods ended as of March
3, 2000 and March 2, 2001, and for the three-month  period ended March 30, 2001,
(the  "Interim  Statements"  and,  together  with  the  Annual  Statements,  the
"Financial  Statements").  The December  29, 2000  balance  sheet is referred to
herein as the "Company Balance Sheet."

     (b) Each of the Financial  Statements  (i) has been  prepared  based on the
books and records of the Company and the Company Subsidiaries in accordance with
GAAP,  subject in the case of the Interim  Statements  to year-end  adjustments,
consistent  with past  practice  and with  each  other and  present  fairly  the
consolidated  financial condition and consolidated  results of operations of the
Company  and  the  Company  Subsidiaries  as of the  dates  or for  the  periods
indicated;  (ii)  contains  and reflects all  necessary  adjustments,  accruals,
provisions  and allowances for a fair  presentation  of the Company's  financial
condition and the results of the Company's operations for the periods covered by
such  Financial  Statements,  subject in the case of the Interim  Statements  to
year-end  adjustments;  (iii) to the extent  applicable,  contains  and reflects
adequate  provisions for all reasonably  anticipated  liabilities  for all Taxes
with  respect to the  periods  then ended and all prior  periods;  and (iv) with
respect to contracts and  commitments  for the sale of goods or the provision of
services  by the Company and the Company  Subsidiaries,  contains  and  reflects
adequate reserves for all reasonably  anticipated  losses and costs and expenses
in excess of expected receipts, subject in the case of the Interim Statements to
normal year-end  adjustments  which,  in the aggregate,  will not have a Company
Material Adverse Effect.

     (c) The Annual  Statements  were subject to customary  audit  procedures by
Ernst & Young LLP in  connection  with  issuing its audit  report on the audited
consolidated  financial  statements of Parent, and except as otherwise set forth
in Section 3.9(c) of the Disclosure  Letter, the results shown on such financial
statements  were  included in the  consolidated  financial  statements of Parent
without changes or adjustments.

14

     (d)  The  Company  and  the  Company  Subsidiaries  have  discharged  their
respective  accounts  payable  and other  current  liabilities  and  obligations
relating to the Business consistent with their respective past practices.  There
are no accounts payable and other current  liabilities and obligations  relating
to the Business of Ten Thousand Dollars ($10,000) or greater that are materially
past due.

     (e) As of the date hereof,  the  Consolidated  Net Equity is, and as of the
Initial  Closing Date and the  Subsequent  Closing Date,  the  Consolidated  Net
Equity will be, no less than the sum of (i) Twenty Million Dollars ($20,000,000)
and (ii) any Debt Prepayment Amount.

     SECTION  3.10.  Accounts  Receivable  and Unbilled  Work in  Progress.  All
accounts receivable and unbilled work in progress of the Company and the Company
Subsidiaries are reflected  properly on their respective books and records,  and
represent valid and enforceable  obligations arising from bona fide transactions
in the ordinary course of business,  fully collectible in the ordinary course of
business,  in each case net of any (x) bad debt reserves  (including any general
bad debt  reserve) and (y) negative work in progress  specifically  allocated to
such account  receivable or unbilled work in progress recorded on the respective
books of the Company and the Company  Subsidiaries,  without cost in  collection
efforts  therefor.  Such accounts  receivable  and unbilled work in progress are
subject to no defenses, claims or rights of setoff, and such accounts receivable
are, and when billed the unbilled work in progress will be, fully collectible in
the ordinary course of business net of (w) the bad debt reserves  (including any
general  bad  debt  reserve)  and (z)  negative  work in  progress  specifically
allocated  thereto  recorded  on the  respective  books of the  Company  and the
Company Subsidiaries without cost of collection efforts therefor.  Except as set
forth in  Section  3.10 of the  Disclosure  Letter,  (i) no  account  debtor  is
delinquent in its payment by more than ninety (90) days,  (ii) no account debtor
has, to the best  knowledge of the Company,  refused or  threatened to refuse to
pay its  obligations  for any  reason,  (iii) no account  debtor is, to the best
knowledge of the Company,  insolvent or bankrupt, and (iv) no account receivable
is pledged to any Third Party.

     SECTION 3.11.  Absence of Undisclosed  Liabilities.  Except as set forth in
Section 3.11 of the Disclosure  Letter and except for liabilities or obligations
which are accrued or reserved against in the Company Balance Sheet (or reflected
in the notes  thereto),  or which were  incurred  after the date of the  Company
Balance  Sheet in the  ordinary  course of  business  and  consistent  with past
practices or in connection with the transactions contemplated by this Agreement,
the  Company  and the  Company  Subsidiaries  do not  have  any  liabilities  or
obligations  (whether  absolute,  accrued,  contingent or otherwise) of a nature
required by GAAP (consistently applied for all relevant periods) to be reflected
in,  reserved  against or otherwise  described in the Company  Balance Sheet (or
reflected in the notes thereto).

     SECTION 3.12.  Permits.  The Company and the Company  Subsidiaries hold all
approvals, authorizations,  certificates, consents, licenses, orders and permits
and other similar authorizations of all Governmental  Authorities (and all other
Persons)  necessary for the  operation of the Business as currently  operated or
affecting or relating in any way to the Business  (the  "Permits"),  and Section
3.12 of the Disclosure  Letter sets forth, to the best knowledge of the Company,
all  material  Permits.  Except as set forth in Section  3.12 of the  Disclosure
Letter,  each  Permit is valid  and in full  force  and  effect in all  material
respects,  and  none of the  material  Permits  will  be  terminated  or  become
terminable  or  impaired  in any  material  respect  as a direct  result  of the
transactions contemplated hereby.

15

     SECTION 3.13.  Absence of Certain  Changes.  Except as set forth in Section
3.13 of the Disclosure Letter, since the Company Balance Sheet Date, the Company
and the Company  Subsidiaries have conducted their respective  businesses in the
ordinary and usual course and there has not been:

     (a) any event, occurrence, state of circumstances or facts or change in the
Company  or the  Company  Subsidiaries  that has had or that  may be  reasonably
expected to have, either alone or together, a Company Material Adverse Effect;

     (b) any  incurrence,  assumption  or guarantee by the Company or any of the
Company  Subsidiaries  of any outstanding  amount of  indebtedness  for borrowed
money or any other liabilities of any nature, whether or not accrued, contingent
or otherwise;

     (c) any (i) payments by the Company or any of the Company  Subsidiaries  in
respect  of  Debt  of the  Company  or any of  the  Company  Subsidiaries  or in
satisfaction   of  any  liabilities  of  the  Company  or  any  of  the  Company
Subsidiaries,  other  than for  payment  of any Debt  Prepayment  Amount  in the
ordinary  course of business or (ii)  creation,  assumption or sufferance of the
existence of (whether by action or omission) any Lien on any assets reflected on
the Company Balance Sheet, other than Permitted Liens;

     (d)  other  than  for   distributions   between   and  among  the   Company
Subsidiaries, any declaration, setting aside or payment of any dividend or other
distribution  with respect to any shares of capital  stock of the Company or the
Company Subsidiaries, or any repurchase,  redemption or other acquisition by the
Company of any outstanding shares of capital stock or other ownership  interests
in the Company or the Company Subsidiaries;

     (e) any  material  damage to or loss of any asset or  property  used in the
Business, whether or not covered by insurance;

     (f) any  transaction  or  commitment  made,  or any  contract or  agreement
entered  into,  by the  Company or any of the Company  Subsidiaries  relating to
their respective assets or businesses  (including the acquisition or disposition
of any  assets)  or any  loss or  relinquishment  by the  Company  or any of the
Company  Subsidiaries of any material  contract or other material  right,  other
than  transactions  and  commitments  in the  ordinary  course  of  business  in
accordance with their customary practices;

     (g) any change by the  Company  in its  accounting  principles,  methods or
practices  or in the manner it keeps its books and  records or any change by the
Company of its current practices with regards to sales, receivables, payables or
accrued  expenses,  except as  required  by GAAP,  consistently  applied for all
relevant periods;

     (h) any increase in (or commitment,  oral or written, to increase) the rate
or terms  (including,  without  limitation,  any  acceleration  of the  right to
receive payment) of compensation  payable or to become payable by the Company or
any of the Company  Subsidiaries  to their  directors,  officers,  employees  or
consultants, other than customary increases in the ordinary course of business;

16

     (i) any increase in (or commitment,  oral or written, to increase) the rate
or terms  (including,  without  limitation,  any  acceleration  of the  right to
receive payment) of any bonus, insurance, pension or other employee benefit plan
or contract, payment or arrangement made to, for or with any director,  officer,
employee or consultant of the Company or any of the Company Subsidiaries,  other
than customary increases in the ordinary course of business;

     (j) any loan to or guarantee or  assumption  of any loan or  obligation  on
behalf of any director,  officer,  stockholder  or, to the best knowledge of the
Company, any employee of the Company or any Company Subsidiary;

     (k) any change in employee  relations which has or is reasonably  likely to
have a Company  Material  Adverse  Effect or a  material  adverse  effect on the
relationships between the employees and management of the Company;

     (l)  to  the  best  knowledge  of  the  Company,  any  notification  by any
significant customer of the Company or the Company  Subsidiaries  indicating any
intention to stop, or materially  decrease the rate of, buying goods or services
from the Company or the Company  Subsidiaries or to change its current  business
relationship  with the Company or the Company  Subsidiaries  (but  excluding any
customers   whose  Contracts  have  been  completed  in  accordance  with  their
respective terms, with respect to those completed Contracts only); or

     (m) any  negotiation or agreement by or on behalf of the Selling Parties to
do any of the things described in this Section 3.13.

     SECTION  3.14.  Litigation.  Except  as set  forth in  Section  3.14 of the
Disclosure Letter, there is no action, suit, claim,  investigation or proceeding
(each a "Legal  Proceeding")  pending  against,  or to the best knowledge of the
Company,  threatened  against or  affecting,  the  Company or any of the Company
Subsidiaries or any of their respective assets before any Governmental Authority
which would  reasonably be expected to result in Losses in excess of One Hundred
Fifty Thousand Dollars  ($150,000) or which in any manner challenges or seeks to
prevent,  enjoin,  alter or delay the transactions  contemplated  hereby. To the
best knowledge of the Company, no event has occurred and no circumstance, matter
or set of facts exist which would  constitute a valid basis for the assertion by
any Person of any Legal  Proceeding,  other than those set forth in Section 3.14
of the Disclosure Letter, which would reasonably be expected to result in Losses
in  excess  of One  Hundred  Fifty  Thousand  Dollars  ($150,000).  There  is no
outstanding  or, to the best  knowledge  of the Company,  threatened,  judgment,
injunction,  order, consent or decree of any Governmental  Authority against the
Company, any Company Subsidiary or any of their respective assets.  Section 3.14
of the  Disclosure  Letter  sets forth a general  description  of the damages or
other relief sought in all Legal Proceedings described therein.

     SECTION 3.15. Employee Benefit Plans

     (a) Section  3.15(a) of the Disclosure  Letter sets forth (i) a list of all
Contracts  (other than  standard  form letter  agreements  provided  pursuant to
subsection  (ii)),   providing  for  employment,   consulting,   severance  pay,
continuation   pay,    termination   pay,   director,    officer   or   employee
indemnification,  nondisclosure, non-competition, or other similar agreements of
any nature whatsoever, and a written summary of any oral Contracts covering such
matters  (collectively,  with the  letter  agreements  set forth in the  Section
3.15(a) of the  Disclosure  Letter,  the  "Employment  Agreements")  between the
Company or the Company Subsidiaries,  on the one hand, and any current or former
stockholder,  officer, director, employee, consultant or agent of the Company or
any Company  Subsidiary,  on the other hand,  that are currently in effect,  and
(ii) a copy  of any  standard  form  letter  agreements  relating  to any of the
foregoing and a description of any  exceptions to, or deviations  from, any such
standard  forms.  Except as set forth in Section 3.15 of the Disclosure  Letter,
there are no  Employment  Agreements  or other  similar  agreements to which the
Company is a party under which the  transactions  contemplated by this Agreement
(i) will require any payment by the  Company,  the Company  Subsidiaries  or the
Buyers or any  consent or waiver  from any  Person,  or (ii) will  result in any
change in the  nature  of any  rights of any  Person  under any such  Employment
Agreement.  To the best knowledge of the Company, there are no noncompetition or
nondisclosure agreements or similar agreements between any employee,  officer or
director  of the  Company or any Company  Subsidiary,  on the one hand,  and any
third  party,  on the other  hand,  or by which any such  employee,  officer  or
director is bound that has been  breached,  or may  reasonably be expected to be
breached,  by the activities of such employee,  officer or director on behalf of
the Company or any Company Subsidiary.

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     (b) Section  3.15(b) of the Disclosure  Letter sets forth all Benefit Plans
of the Company and the Company  Subsidiaries.  With respect to each such Benefit
Plan,  the Selling  Parties  have made  available to the Buyers true and correct
copies of (i) all  governing  instruments  and related  agreements,  including a
written  description  of any  Benefit  Plan not set forth in  writing,  (ii) any
reports  required  to be filed  since  January  1,  1998  with any  Governmental
Authority and any accountant's  opinions, if applicable,  for each Benefit Plan,
(iii) any  qualifications,  determination  or similar letters or  authorizations
obtained from any  Governmental  Authority with respect to each Benefit Plan and
(iv) if  applicable,  the most recently  prepared  financial  statements of each
Benefit Plan.

     (c)  Except as set  forth in  Section  3.15(c)  of the  Disclosure  Letter,
neither the  Company,  the  Company  Subsidiaries,  nor any of their  Affiliates
sponsors  or,  within  the  last  five (5)  years,  has  sponsored,  maintained,
contributed to, or incurred an obligation to contribute to, any Employee Pension
Benefit  Plan.  Neither the  Company,  the Company  Subsidiaries  nor any of its
Affiliates  sponsors  or has ever  sponsored,  maintained,  contributed  to,  or
incurred an obligation to contribute to any Multiemployer  Plan or to a Multiple
Employer Plan.

     (d) Except as set forth in Section  3.15(d) of the  Disclosure  Letter,  no
individual shall accrue or receive additional  benefits,  service or accelerated
rights to payments of benefits  under any Benefit  Plan,  including the right to
receive any parachute  payment,  or become  entitled to  severance,  termination
allowance  or  similar   payments  as  a  direct  result  of  the   transactions
contemplated by this Agreement.

     (e) Each Benefit Plan has been maintained in all material respects,  by its
terms and in operation, in accordance with Applicable Law, and there has been no
violation of any reporting or disclosure requirement imposed by Applicable Law.

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     (f) To the extent  permitted under Applicable Law, each Benefit Plan can be
amended or  terminated  at any time,  without  consent  from any other party and
without  liability  other  than  for  benefits  accrued  as of the  date of such
amendment  or  termination.  The  Company,  the Company  Subsidiaries  and their
Affiliates  have made full and timely  payment  of all  amounts  required  to be
contributed  or paid as  expenses  under  the  terms  of each  Benefit  Plan and
Applicable Law (or have no liability for late  payments),  and the Company,  the
Company  Subsidiaries  and their  Affiliates shall continue to do so through the
Subsequent Closing.

     SECTION 3.16. Labor and Employment Matters.

     (a) Except as set forth in Section  3.16(a) of the  Disclosure  Letter,  no
collective  bargaining  agreement  or similar  labor  agreement  exists  that is
binding on the Company or the Company  Subsidiaries  and, except as set forth in
Section  3.16(a)  of the  Disclosure  Letter,  no  petition  has  been  filed or
proceedings  instituted  by an  employee  or group of  employees  with any labor
relations board or similar authority under Applicable Law seeking recognition of
a bargaining representative. Section 3.16(a) of the Disclosure Letter sets forth
any  organizational  effort  that,  to the best  knowledge  of the  Company,  is
currently  being made or threatened or has been made since January 1, 1998 by or
on behalf of any labor union to  organize  any  employees  of the Company or the
Company Subsidiaries.

     (b) Except as set forth in Section  3.16(b) of the Disclosure  Letter,  (i)
there  is no  labor  strike,  slow  down or  stoppage  pending  or,  to the best
knowledge of the Company, threatened,  against or directly affecting the Company
or the Company Subsidiaries, (ii) no grievance or arbitration proceeding arising
out of or under any collective  bargaining  agreement or similar labor agreement
is pending, and, to the best knowledge of the Company, no claims therefor exist,
and (iii) none of the  Company  or the  Company  Subsidiaries,  nor any of their
respective  Affiliates,  has  received  any notice or has any  knowledge  of any
threatened  labor or employment  dispute,  controversy or grievance or any other
unfair labor practice  proceeding or breach of contract claim or  discrimination
complaint or charge or action with respect to claims of, or obligations  to, any
employee or group of employees of the Company or the Company Subsidiaries.

     (c) Each of the Company and the Company  Subsidiaries  has  complied in all
material respects with all Applicable Law, rules and regulations relating to the
employment of labor and those relating to hours,  wages,  collective  bargaining
and the  payment  and  withholding  of  Taxes  and  other  sums as  required  by
appropriate Governmental Authorities.

     (d) Section 3.16(d) of the Disclosure Letter sets forth a list of the names
of all employees of the Company or the Company  Subsidiaries  currently employed
who receive One Hundred Fifty  Thousand  Dollars  ($150,000) or more per year in
compensation  and  indicates  the  current  salary  or wage  rate  of each  such
employee.  All of the  salaries,  wages and  benefits  of all  employees  of the
Company  and the  Company  Subsidiaries  have  been paid by the  Company  or the
Company  Subsidiaries,  as the case may be, when due for all periods through the
date  hereof,  and, as of the Initial  Closing Date and the  Subsequent  Closing
Date,  will have been paid by the Company or the Company  Subsidiaries  when due
for all periods through such dates.

     SECTION 3.17. Taxes.  Except as set forth in Section 3.17 of the Disclosure
Letter:

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     (a) The  Company  and the Company  Subsidiaries  have timely  filed all Tax
Returns  required  to have been filed by them and all such Tax Returns are true,
correct and complete in all respects;  each  affiliated  group with which any of
the Company and the Company  Subsidiaries  files a consolidated  or combined Tax
Return  has filed all such Tax  Returns  that it was  required  to file for each
taxable period during which any of the Company and the Company  Subsidiaries was
a member of the group and all such  consolidated  and  combined Tax Returns were
correct  and  complete  in all  respects;  none of such Tax  Returns  contains a
disclosure statement under Section 6662 of the Code (or any predecessor statute)
or any similar provision of state, local or foreign law.

     (b) All Taxes due and payable by the  Company and the Company  Subsidiaries
(whether  or not  shown on any Tax  Return)  have  been  timely  paid in full or
reflected as a reserve on the Company Financial Statements.

     (c) The charges, accruals and reserves for Taxes (including deferred Taxes)
currently  reflected  on the  Financial  Statements  were  adequate to cover all
unpaid Taxes accruing or payable by the Company and the Company  Subsidiaries in
respect of taxable  periods  that end on or before the date of each such Company
Financial Statement.

     (d) There are no audits or administrative proceedings, court proceedings or
claims  pending  against  the Company or any of the  Company  Subsidiaries  with
respect  to any Taxes  and no  assessment,  deficiency  or  adjustment  has been
asserted or, to the best knowledge of the Company,  proposed with respect to any
Tax Return of or with respect to the Company or any of the Company  Subsidiaries
and there are no liens for Taxes upon the assets or properties of the Company or
any of the  Company  Subsidiaries,  except  for  liens for Taxes not yet due and
owing.

     (e) Since  January 1, 1996,  no written claim has been made by an authority
in a jurisdiction where the Company or any of the Company Subsidiaries currently
do not file Tax Returns that any of the Company or the Company  Subsidiaries are
or may be subject to taxation by that jurisdiction.

     (f) The Company and each of the Company Subsidiaries have withheld and paid
over all Taxes  required to have been withheld and paid over in connection  with
amounts  paid  or  owing  to any  employee,  independent  contractor,  creditor,
stockholder, or other Third Party.

     (g) Neither the Company nor any Company  Subsidiary  is required to include
in income any  adjustment  pursuant  to Section  481(a) of the Code (or  similar
provisions  of other law or  regulations)  by  reason of a change in  accounting
method nor does the Company or any such  Subsidiary  have any knowledge that the
United States Internal Revenue Service (or other  Governmental  Authority having
taxing authority) has proposed, or is considering, any such change in accounting
method.

     (h) The Company and the Company  Subsidiaries  are in full  compliance with
Section 263A of the Code and the Treasury Regulations thereunder for all taxable
years for which the statute of limitations is not yet closed.

20

     (i) Neither the Company nor any Company Subsidiary has been included in any
consolidated,  combined or unitary  Tax Return  (other than for a group of which
Parent,  Law  International  or the Company is the common  parent)  provided for
under the laws of the United States, any state or locality with respect to Taxes
for any taxable period for which the statute of limitations has not expired; and
neither the Company nor any Company Subsidiaries has any liability for the Taxes
of any  Person  under  Treasury  Regulation  Section  1.1502-6  (or any  similar
provision of state,  local,  or foreign law),  as a transferee or successor,  by
contract, or otherwise.

     (j) None of Parent,  Law  International,  the Company or any of the Company
Subsidiaries is a party to or bound by any affiliated group consolidated  return
tax  allocation   agreement,   tax  sharing  agreement  or  tax  indemnification
agreement, other than among themselves.

     (k) As of the Initial Closing Date and the Subsequent  Closing Date,  there
will be no  excess  loss  accounts  or  deferred  intercompany  gains or  losses
pertaining to the Company or any of the Company Subsidiaries.

     SECTION 3.18.  Compliance with Laws. Except as set forth in Section 3.18 of
the Disclosure Letter,  since January 1, 1996,  neither the Company,  nor any of
the Company  Subsidiaries  violated or infringed  (in either  case,  to the best
knowledge  of the  Company),  and is not in violation  or  infringement  of, any
Applicable  Law or any order,  writ,  injunction  or decree of any  Governmental
Authority.

     SECTION 3.19. Finders' Fees. Except for Deutsche Banc Alex. Brown, there is
no  investment  banker,  broker,  finder  or other  intermediary  which has been
retained by or is authorized  to act on behalf of the Selling  Parties who would
be entitled  to any fee or  commission  upon  consummation  of the  transactions
contemplated by this Agreement.

     SECTION 3.20. Environmental Compliance.

     (a) The Company and the Company  Subsidiaries  have obtained all approvals,
authorizations,  certificates,  consents,  licenses, orders and permits or other
similar  authorizations  of all  Governmental  Authorities,  or from  any  other
Person,  that are required under any Environmental Law applicable to the Company
or the Company Subsidiaries.  There are no material permits,  licenses and other
authorizations  issued under any Environmental Law applicable to the Company and
the Company Subsidiaries.

     (b) The  Company  is also in  compliance  with  all  material  limitations,
restrictions,  conditions,  standards,  requirements,  schedules and  timetables
required or imposed under all  Environmental  Laws  applicable to the Company or
the Company Subsidiaries.

     (c) Except as set forth in Section 3.20(c) of the Disclosure Letter,  there
are no present,  nor, to the best  knowledge  of the Company have there been any
past,  events,  conditions,  circumstances,  incidents,  actions  or  omissions,
relating to or in any way affecting the Company, the Company  Subsidiaries,  the
Business or any facilities or real property  currently or, to the best knowledge
of the Company formerly, owned, operated or leased by the Company or any Company
Subsidiary that violate or may violate any  Environmental  Law applicable to the
Company or the Company  Subsidiaries or that may give rise to any  environmental
liability,  or  otherwise  form the basis of any claim,  action,  demand,  suit,
proceeding,  hearing,  study or investigation (i) under any  Environmental  Law,
(ii) based on or  related to the  manufacture,  processing,  distribution,  use,
treatment,  storage (including without  limitation  underground  storage tanks),
disposal,  transport  or  handling,  or  the  emission,  discharge,  release  or
threatened  release of any Hazardous  Substance or (iii) resulting from exposure
to workplace hazards.

21

     (d) The Company and the Company  Subsidiaries  have made  available  to the
Buyers  all  environmental  documents,  studies  and  reports  that  are  in the
possession  of the Company or any of the Company  Subsidiaries  relating to: (i)
any  Facilities  owned  leased or  operated by the Company or any of the Company
Subsidiaries or (ii) any liability under Environmental Law of the Business,  the
Company or the Company Subsidiaries.

     (e) Except as set forth in Section 3.20(e) of the Disclosure Letter,  there
are no, nor,  to the best  knowledge  of the  Company  have there ever been any,
underground  storage  tanks,  asbestos-containing  materials or  polychlorinated
biphenyls  located  on  property  currently,  or, to the best  knowledge  of the
Company,  formerly,  owned,  operated  or leased by the  Company and the Company
Subsidiaries.

     SECTION 3.21. Insurance;  Bonds. Section 3.21 of the Disclosure Letter sets
forth a complete list  accurately  describing  all current  insurance  policies,
other than insurance policies purchased by subcontractors or other Third Parties
under which the Company or any of the Company  Subsidiaries are additional named
insureds,  held by or for  the  benefit  of the  Company  or any of the  Company
Subsidiaries or concerning their respective businesses and properties, including
but not limited to all casualty,  errors and  omissions  insurance and officers'
and directors' liability insurance policies that cover the Company or any of the
Company   Subsidiaries   or  their  officers  and  directors  and  all  material
outstanding  bonds,  letters of credit and other surety  arrangements  issued or
entered into in connection  with the  businesses,  assets and liabilities of the
Company or any of the Company Subsidiaries. All insurance coverage applicable to
the Company or the Company Subsidiaries is in full force and effect, is believed
by the Selling  Parties to insure the Company  and the Company  Subsidiaries  in
reasonably  sufficient  amounts  against all risks  usually  insured  against by
persons  operating  similar  businesses  or  properties  of similar  size in the
localities where such businesses or properties are located, provides coverage as
may be required by any and all contracts to which the Company is a party and has
been  issued by  insurers  of  recognized  responsibility.  There are no pending
material  claims  against  such  insurance  by the Company or any of the Company
Subsidiaries  as to which the  applicable  insurers  have  denied  coverage.  In
addition,  there  exist no  material  claims  (or facts and  circumstances  with
respect to potential  claims) under such  insurance  that have not been properly
filed by the Company or any of the Company Subsidiaries.  Since January 1, 1998,
neither the Company nor any Company  Subsidiary  has been refused any  insurance
coverage by any insurer  from which the  Company or any Company  Subsidiary  has
sought coverage.

     SECTION 3.22. Takeover Statutes.  No "fair price," "moratorium" or "control
share acquisition" or other similar  anti-takeover  statute or regulation of any
Governmental Authority,  whether foreign or domestic (each a "Takeover Statute")
or any  applicable  anti-takeover  provision  in the  charter  documents  of the
Company or the Target  Companies  is  applicable  to the  Company,  the  Company
Subsidiaries,  this Agreement or any of the  transactions  contemplated  by this
Agreement.

22

     SECTION 3.23. Material Contracts.

     (a) Section 3.23(a) of the Disclosure  Letter sets forth a complete list of
the following existing Contracts of the Company, the Company Subsidiaries or the
Business  (collectively  with the  Employment  Agreements  and the  Leases,  the
"Scheduled Contracts"):

     (i) each  Contract of the Company that  requires or permits the other party
thereto to require  the  payment or  incurrence  of  liabilities  by the Company
subsequent to the date of this Agreement of more than Two Hundred Fifty Thousand
Dollars ($250,000);

     (ii) each Contract of the Company or the Company Subsidiaries involving the
obligation of any of the Company or the Company Subsidiaries to deliver products
or services  involving  payments to the Company or the Company  Subsidiaries  in
excess of Two Hundred Fifty Thousand Dollars ($250,000);

     (iii) each  Contract  of the  Company or the  Company  Subsidiaries  with a
customer or client with respect to which there is a reasonable  probability that
the direct costs (including fringe benefits) related to the Contract will exceed
the revenue for the Contract by at least Twenty-Five Thousand Dollars ($25,000);

     (iv) performance bonds,  completion bonds, bid bonds, suretyship agreements
and similar instruments and agreements and any letters of credit and the related
reimbursement agreements issued with respect to the foregoing;

     (v)  each  partnership   agreement,   joint  venture   agreement,   teaming
arrangement or other similar  Contract  entered into by the Company or a Company
Subsidiary  which is  currently  in effect,  or under which  there are  residual
obligations of the Company or a Company Subsidiary;

     (vi) each Contract for the  acquisition  or  disposition of a business or a
material  amount of assets or property  entered into by the Company or a Company
Subsidiary since January 1, 1998;

     (vii) each  Contract,  commitment or obligation of the Company or a Company
Subsidiary  restricting  or otherwise  affecting the ability of the Company or a
Company Subsidiary to compete in the Business or otherwise in any jurisdiction;

     (viii) each Contract  relating to the use of Intellectual  Property Rights,
except any of the foregoing related to the use of generally  available  computer
software;

     (ix) all material  warranty  agreements,  product or service  guarantees or
indemnity  agreements  currently  in effect with  respect to any of the services
heretofore  rendered  or  products  heretofore  sold by the Company or a Company
Subsidiary;

23

     (x) each distribution, sales representative,  commission, marketing, agent,
franchise,  technical  assistance Contract or other similar Contract relating to
or providing for the marketing  and/or sale of products or services to which the
Company or any Company Subsidiary is a party or by which it is otherwise bound;

     (xi) each Contract, other than the Employment Agreements,  or other similar
agreements  to which the Company is a party with any current or former  officer,
director, employee, consultant, agent or other representative having a remaining
term of more  than six (6)  months  from the date  hereof  or  providing  for an
obligation to pay and/or accrue compensation of Fifty Thousand Dollars ($50,000)
or more per annum,  or providing for the payment of fees or other  consideration
in excess of Fifty Thousand Dollars ($50,000);

     (xii)  each  Contract  relating  to, or  evidencing,  or  guaranteeing,  or
providing security for, Debt or the deferred purchase price of material property
(whether incurred, assumed, guaranteed or secured by any asset);

     (xiii)  each  material  Contract  for the  purchase  or sale of  inventory,
equipment or Third Party services that contains an escalation,  renegotiation or
redetermination clause or which cannot be canceled without liability, premium or
penalty if written  notice is given thirty (30) days prior to the effective date
of the notice; and

     (xiv) each other existing  Contract,  not otherwise  covered by clauses (i)
through  (xiii),  the loss of which could  reasonably be expected to result in a
Company Material Adverse Effect.

     (b) The Selling  Parties have made available to the Buyers true and correct
copies of all Scheduled Contracts. Each Scheduled Contract is a legal, valid and
binding obligation of the Company or the Company Subsidiary, as the case may be,
and, to the best knowledge of the Company, each other party thereto, enforceable
against  each such party  thereto in  accordance  with its terms,  except (i) as
rights to indemnity hereunder may be limited by federal or state securities laws
or the public policies  embodied  therein,  (ii) as such  enforceability  may be
limited by bankruptcy,  insolvency,  moratorium,  reorganization or similar laws
affecting the  enforcement  of  creditors'  rights  generally,  and (iii) as the
remedy of  specific  performance  and other  forms of  injunctive  relief may be
subject to equitable  defenses and to the  discretion  of the court before which
any  proceeding  therefor  may be  brought.  Neither  the  Company,  the Company
Subsidiaries nor, to the best knowledge of the Company, any other party thereto,
is in material default under such Scheduled Contracts.

     (c) Except as set forth in Section 3.23(c) of the Disclosure  Letter,  none
of the  Selling  Parties  are aware of any intent by any party to any  Scheduled
Contract (i) to terminate or amend the terms thereof or (ii) with respect to any
Scheduled  Contract  that  contains  an option to extend its term or that renews
automatically  if no notice of termination is given,  to refuse to exercise such
option or to renew such Scheduled  Contract upon expiration of its term. Neither
the Company nor any Company Subsidiary is currently paying liquidated damages in
lieu of performance under any Scheduled Contract.

24

     SECTION 3.24.  Related Party  Transactions.  Except as set forth in Section
3.24  of  the  Disclosure   Letter,   neither  the  Company,   nor  the  Company
Subsidiaries,  nor Parent,  nor any of their related  persons,  nor, to the best
knowledge of the Company, any of the officers or directors of the Company or the
Company Subsidiaries (or any family member of any such officer or director), now
has or at any time subsequent to January 1, 1998, either directly or indirectly,
had a material interest in:

     (a) any Person which furnishes or sells or during such period  furnished or
sold  services  or  products  to the  Company  or the  Company  Subsidiaries  or
purchases  or during  such  period  purchased  from the  Company or the  Company
Subsidiaries any goods or services,  or otherwise does or during such period did
business with the Company or the Company Subsidiaries; or

     (b) any  contract,  commitment  or  agreement  to which the  Company or any
Company  Subsidiary is or during such period was a party or under which it is or
was obligated or bound or to which any of its properties may be or may have been
subject.

     SECTION 3.25. Real Estate.

     (a) Section 3.25(a) of the Disclosure  Letter sets forth a complete list of
the following:

     (i) all real  property and  interests in real  property and the  buildings,
structures and improvements  thereon (the "Owned Property") which the Company or
any of the Company Subsidiaries owns;

     (ii) all leases (the  "Leases")  of real  property  and  interests  in real
property and the  buildings,  structures and  improvements  thereon (the "Leased
Property" and together with the Owned Property,  the  "Facilities")  pursuant to
which the Company or any of the Company Subsidiaries is the lessee except Leases
into which the Company or the Company  Subsidiary has entered in connection with
a project  or to provide  employee  housing,  and with  respect to which (A) the
annual rental  obligation does not exceed Twenty Five Thousand Dollars ($25,000)
or (B) the Lease is terminable without penalty on sixty (60) days or less notice
to the landlord;

     (iii) all  Contracts  (and all  amendments,  extensions  and  modifications
thereto) held by the Company or any of the Company Subsidiaries,  or contractual
obligations (and all amendments,  extensions and  modifications  thereto) on the
part of either the  Company or any of the Company  Subsidiaries,  to purchase or
acquire any interest in real property;

     (iv)  all  Contracts  (and all  amendments,  extensions  and  modifications
thereto)  granted by either the Company or any of the Company  Subsidiaries,  or
contractual  obligations  (and  all  amendments,  extensions  and  modifications
thereto) on the part of either the  Company or any of the Company  Subsidiaries,
to sell or dispose of any interest in real property; and

25

     (v) all  policies  of title  insurance  issued to the Company or any of the
Company Subsidiaries with respect to the Facilities.

     The  Selling  parties  have made  available  to the Buyers true and correct
copies of the Leases and other  Contracts  and  polices of title  insurance  set
forth in the Disclosure Letter.

     (b) The  Facilities are sufficient for the conduct of the Business as it is
now being conducted.  All Owned Properties have received all required  approvals
of  Governmental  Authorities  (including,  without  limitation,  permits  and a
certificate  of  occupancy  or  other  similar  certificate   permitting  lawful
occupancy of the Facilities)  required in connection with the operation  thereof
and are being  operated and  maintained  in all material  respects in accordance
with Applicable Law. The improvements constructed on the Facilities,  including,
without  limitation,  all  leasehold  improvements  situated in or on the Leased
Property and owned by the Company,  and all material  fixtures and equipment and
other material  tangible  assets owned,  leased or used by the Company or any of
the Company  Subsidiaries  at the  Facilities  are, to the best knowledge of the
Company:  (i) subject to no material defects,  (ii) in good operating  condition
and repair,  subject to ordinary  wear and tear,  and (iii) in conformity in all
material  respects  with all  Applicable  Law and  other  requirements  relating
thereto currently in effect.

     (c) Except as set forth in Section  3.25(c) of the Disclosure  Letter,  (i)
each Lease is in full force and effect,  (ii) neither the Company nor any of the
Company  Subsidiaries is in default in any material  respect of their respective
obligations  under any Lease,  and (iii) to the best  knowledge  of the Company,
there  are no  restrictions  or  any  asserted  restrictions  that  do or  could
reasonably  be  expected  to  impair  in any  material  respect  the  use of the
applicable Facility as now used in the Business as now being conducted.

     (d) Except for  Permitted  Liens and matters  disclosed  on any policies of
title insurance  issued to the Company or any of the Company  Subsidiaries  with
respect to the Owned Properties  which have been made available to Jacobs,  none
of the Owned  Properties  are subject to any liens,  mortgages,  deeds of trust,
claims against title,  security  interests,  rights of way, written  agreements,
reservations of an interest in title or other encumbrances on title.

     SECTION 3.26. Government Contracting, Investigations and Actions.

     (a) Except as set forth in Section  3.26(a) of the Disclosure  Letter,  (i)
neither the Company,  any of the Company  Subsidiaries  nor any of the Company's
and the Company Subsidiaries'  directors,  officers or employees, or to the best
knowledge of the Company,  any of the  Company's  and the Company  Subsidiaries'
agents  or  consultants,  is (or  for  the  last  five  years  has  been)  under
administrative,  civil or criminal investigation (including as a result of a qui
tam or similar  action  brought  under the Civil False Claims Act or any similar
foreign   Applicable  Law),   indictment  or  information,   audit  or  internal
investigation with respect to any alleged irregularity, misstatement or omission
arising under or relating to any contract, bid or proposal with any Governmental
Authorities  or is (or for the last five  years has  been) in  violation  of any
Applicable  Law relative to prohibited  practices;  (ii) neither the Company nor
any  of  the  Company  Subsidiaries  have  made a  voluntary  disclosure  to any
Governmental Authority with respect to any alleged irregularity, misstatement or
omission  arising  under or relating to any  contract,  bid or proposal with any
Governmental  Authorities  that has led or would reasonably be expected to lead,
either before or after the Initial  Closing Date or Subsequent  Closing Date, to
any of the  consequences  set forth in (i) and (ii) above or any other  material
damage, penalty assessment, recoupment of payment or disallowance of cost.

26

     (b) Neither the  Company,  any of the Company  Subsidiaries  nor any of the
Company's and the Company Subsidiaries' directors,  officers or employees is (or
for the last five years has been) suspended or debarred from doing business with
any Governmental  Authority.  To the best knowledge of the Company, there are no
circumstances  that would  warrant the  institution  of  suspension or debarment
proceedings with regard to any Governmental Authority on the part of the Company
or any of the Company Subsidiaries in the future.

     (c) The cost accounting and  procurement  systems used in the Business with
respect to any Contracts with a Governmental  Authority are in compliance in all
material respects with all Applicable Law.

     SECTION 3.27. Foreign Corrupt Practices.  Neither the Company,  the Company
Subsidiaries nor any director, officer or employee of the Company or any Company
Subsidiary,  nor, to the best knowledge of the Company,  any other Person acting
on behalf of the Company or any of the Company  Subsidiaries,  has,  directly or
indirectly,  since  January  1,  1996 (a)  given or  agreed  to give any gift or
similar benefit to any customer,  supplier,  governmental  official or employee,
representative  of a  political  party,  or other  person  who is or may be in a
position to help or hinder the Company or any Company  Subsidiary (or assist the
Company or any  Company  Subsidiary  in  connection  with any actual or proposed
transaction)  which is (i) in violation of any  Applicable  Law, (ii) for any of
the purposes  described in Section 162(c) of the Foreign Corrupt  Practices Act,
or (iii) for  establishment  or  maintenance  of any concealed fund or concealed
bank  account,  or (b)  acted in a manner  which  would be  unlawful  under  any
Applicable Law pertaining to the export or import of technical data, restrictive
trade practices or boycotts.

     SECTION 3.28.  Relations with Suppliers and Customers.  Except as set forth
in Section 3.28 of the Disclosure Letter, no significant supplier or significant
customer of the  Company or any of the Company  Subsidiaries  has  canceled  any
Contract  since  January 1, 1998 or has  indicated to the Company or any Company
Subsidiary an intention to cancel or not renew any Contract that is renewable by
its terms or to not exercise any option to extend any Contract  that contains an
option to extend,  and to the best  knowledge of the Company,  there has been no
threat  by  any  supplier  not  to  provide,  products,  supplies,  or  services
(including  utilities)  to the Company or any of the Company  Subsidiaries.  The
Company  and the  Company  Subsidiaries'  relationships  with  their  respective
significant customers and suppliers, and the relationships of each such supplier
to its  suppliers,  are  good,  and none of the  Selling  Parties  are  aware of
anything that would lead any of them to conclude that any such  relationship may
be in jeopardy.

     SECTION  3.29.   Intellectual   Property.   The  Company  and  the  Company
Subsidiaries own, or are validly licensed or otherwise have the right to use all
(i)  foreign and United  States  federal and state  patents,  trademarks,  trade
names, service marks and copyright registrations, (ii) foreign and United States
federal and state  patent,  trademark,  trade name,  service mark and  copyright
applications for  registration,  (iii) common law claims to trademarks,  service
marks and trade  names,  (iv)  claims  of  copyright  which  exist  although  no
registrations  have been issued with respect  thereto,  (v) fictitious  business
name filings with any state or local Governmental Authority and (vi) inventions,
concepts,  designs,  improvements,   original  works  of  authorship,   computer
programs,  know-how,  research and  development,  techniques,  modifications  to
existing  copyrightable  works of  authorship,  data and other  proprietary  and
intellectual  property rights (whether or not patentable or subject to copyright
or trade secret  protection),  in each case which are material to the conduct of
the  business  of the Company  and the  Company  Subsidiaries,  taken as a whole
(collectively,  the "Intellectual  Property Rights").  There are no Liens on the
Intellectual  Property  Rights.  There  are no  outstanding  and,  to  the  best
knowledge of the Company,  no threatened material disputes or disagreements with
the Company or any of the Company  Subsidiaries with respect to any Intellectual
Property Rights.

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     SECTION  3.30.  Title to Assets.  Except  where the failure to have a good,
valid and indefeasible  title would not reasonably be expected to have a Company
Material  Adverse Effect,  each of the Company and the Company  Subsidiaries has
good, valid and indefeasible title to all of the tangible assets purported to be
owned by it, whether real, personal or mixed. All tangible property owned by the
Company or any of the Company  Subsidiaries is free and clear of restrictions on
or conditions to transfer or assignment, and free and clear of any Liens, except
for those  disclosed  in the Company  Financial  Statements,  except for matters
disclosed on any policies of title insurance issued to the Company or any of the
Company  Subsidiaries  with  respect to any  Facilities  and made  available  to
Jacobs,  except for Permitted Liens and except for those not reasonably expected
to have a Company Material Adverse Effect.

     SECTION 3.31. Accuracy of Representations.  No representation,  warranty or
schedule  furnished by the Selling  Parties to the Buyers in connection with the
transactions  contemplated hereby contains any untrue statement of material fact
or omits to state any material fact necessary to make the  statements  contained
herein or therein not  misleading.  None of the Selling Parties nor any of their
Affiliates  shall be deemed to have made to the  Buyers or any other  Person any
representation  or warranty other than as expressly made by the Selling  Parties
in this  Article 3 or in any  agreement  or  schedule  delivered  by the Selling
Parties pursuant to this Agreement. None of the Selling Parties nor any of their
Affiliates  makes any  representation  or warranty  regarding  any  projections,
estimates  or budgets for the  Business  contained  in any  projected  financial
information  or  statements  heretofore  delivered  to or made  available to the
Buyers or any other Person.

                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES
                                  OF THE BUYERS

     As an inducement to the Selling Parties to enter into this Agreement and to
consummate  the  transactions  contemplated  herein,  each of the Buyers  hereby
represents and warrants,  as of the date of this Agreement and as of the Initial
Closing Date, to each of the Selling Parties as follows:

     SECTION 4.1.  Organization,  Existence  and Power.  Each of the Buyers is a
corporation  (or  equivalent)  duly  organized,  validly  existing  and in  good
standing under the laws of its respective  jurisdiction of formation and has all
power and authority to own and operate its respective  business as now owned and
operated.  Each of the  Buyers is duly  qualified  to do  business  as a foreign
corporation  in each  jurisdiction  where the character of the property owned or
leased by it or the nature of its activities makes such qualification  necessary
to carry on its business as now conducted,  except for those jurisdictions where
in the  aggregate  the failure to be so qualified is not, and is not  reasonably
expected to become, material.

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     SECTION 4.2. Authorization. The execution, delivery and performance by each
of the Buyers of this Agreement and the Escrow Agreement and the consummation by
each of the Buyers of the transactions contemplated under this Agreement and the
Escrow  Agreement are within the Buyers'  respective  corporate (or  equivalent)
powers and have been duly authorized by all necessary action on the part of each
of the  Buyers.  This  Agreement  and the  Escrow  Agreement  have been duly and
validly  executed and  delivered by each of the Buyers and  constitutes a legal,
valid and binding agreement of the Buyers,  enforceable  against each of them in
accordance  with its terms,  except (a) as rights to indemnity  hereunder may be
limited by  federal or state  securities  laws or the public  policies  embodied
therein,  (b) as such  enforceability may be limited by bankruptcy,  insolvency,
moratorium,   reorganization  or  similar  laws  affecting  the  enforcement  of
creditors' rights generally,  and (c) as the remedy of specific  performance and
other forms of injunctive relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.

     SECTION  4.3.  Governmental  Authorization.  The  execution,  delivery  and
performance of this Agreement and the Escrow  Agreement by the Buyers require no
action  by,  consent  or  approval  of,  or  filing  by  the  Buyers  with,  any
Governmental Authority.

     SECTION 4.4. Non-Contravention.  The execution, delivery and performance by
the Buyers of this Agreement and the Escrow  Agreement does not and will not (a)
contravene or conflict with the respective  charter  documents of the Buyers,  a
true,  correct  and  complete  copy of each of which has been  delivered  to the
Selling  Parties by the Buyers,  (b)  contravene,  conflict with or constitute a
default  under any  material  agreement  to which  any Buyer is a party,  or (c)
assuming  compliance with the matters referred to in Section 4.3,  contravene or
conflict with or constitute a violation of any provision of any  Applicable  Law
binding upon or applicable to any of the Buyers.

     SECTION 4.5.  Litigation.  There is no Legal Proceeding pending against, or
to the best knowledge of any of the Buyers, threatened against or affecting, any
Buyer before any  Governmental  Authority  that  challenges or seeks to prevent,
enjoin, rescind, alter or delay the transactions  contemplated by this Agreement
or the Escrow Agreement.

     SECTION  4.6.  Investment  Representations.  The Buyers are  acquiring  the
Shares for  investment  solely for their own  account and not with a view to, or
for resale in connection with, any  distribution  thereof and is aware that each
of Parent and the  Company is relying  upon the bona fide  nature of the Buyers'
investment  intent as expressed herein.  The Buyers further  understand that the
Shares to be acquired have not been registered under the Securities Act and have
not  been  qualified  under  applicable  state  securities  laws  and  that  any
subsequent  disposition  thereof must be registered under the Securities Act and
qualified  under  applicable  state  securities  laws  or be  exempt  from  such
registration  and  qualification.  The Buyers are aware that no market may exist
for the resale of the Shares.  The Buyers have the ability to bear the  economic
risks of investment in the Shares  including a complete loss of the  investment.
The Buyers  confirm  that in making the  decision to acquire the Shares that the
Buyers  and their  advisors  have been  given the  opportunity  to  examine  all
documents and to ask questions of, and to receive  answers from,  the management
of and advisors to the Company and the Company Subsidiaries concerning the terms
and  conditions of the  transactions  contemplated  by this  Agreement and other
matters set forth in any schedule or attachment hereto.

29

     SECTION 4.7.  Financing.  The Buyers have  sufficient  funds or will obtain
under existing credit  arrangements  prior to the Initial Closing Date all funds
necessary to consummate the transactions contemplated hereby.

     SECTION 4.8.  Accuracy of  Representations.  No  representation,  warranty,
statement  or  schedule  furnished  by the  Buyers  to the  Selling  Parties  in
connection  with  the  transactions  contemplated  hereby  contains  any  untrue
statement of material fact or omits to state any material fact necessary to make
the statements  contained  herein or therein not misleading.  None of the Buyers
nor any of their  Affiliates  shall be deemed to have made to Selling Parties or
any other Person any  representation or warranty other than as expressly made by
the Buyers in this Article 4 or in any  agreement  or schedule  delivered by the
Buyers pursuant to this Agreement.

                                    ARTICLE 5

                        COVENANTS OF THE SELLING PARTIES

     SECTION  5.1.  Conduct  of the  Business.  From the date  hereof  until the
Subsequent  Closing Date, the Selling  Parties shall conduct the Business in the
ordinary course and use all commercially  reasonable  efforts to preserve intact
the Business,  the business  organizations and relationships of the Business and
goodwill  with Third  Parties  and keep  available  the  services of the present
officers,  employees,  agents  and  other  personnel  of the  Business.  Without
limiting  the  generality  of the  foregoing,  from the date  hereof  until  the
Subsequent Closing Date:

     (a)  without  Jacob's  prior  consent,  neither  the Company nor any of the
Company Subsidiaries will, nor will either of them agree to, and Parent will not
permit the Company or the Company Subsidiaries to, or to agree to:

     (i)  purchase or  otherwise  acquire  assets or  securities  from any other
Person,  or  sell  or  transfer  any  assets  of  the  Company  or  the  Company
Subsidiaries, other than in the ordinary course of business;

     (ii) incur any liability,  except  liabilities (A) incurred in the ordinary
course of business in which the aggregate  dollar amount of all such liabilities
incurred  by  the  Company  does  not  exceed  Five  Hundred   Thousand  Dollars
($500,000),  (B) incurred  pursuant to existing  obligations of the Company that
are  disclosed in the  Disclosure  Letter or (C) expressly  contemplated  by the
terms of this Agreement;

     (iii) amend or modify in any material  respect or terminate  any  Scheduled
Contract  or any other  Contract  entered  into by the  Company  or the  Company
Subsidiaries  after the date hereof  which,  if in existence on the date hereof,
would be required to be set forth in Section 3.23(a) of the Disclosure Letter as
a Scheduled Contract (each, a "Subsequent Material Contract");

30

     (iv) make or commit to make any  capital  expenditure,  or group of related
capital expenditures, in excess of One Hundred Fifty Thousand Dollars ($150,000)
for the  Company or any  Company  Subsidiary,  other than  capital  expenditures
expressly  required  under any  Scheduled  Contract or any  Subsequent  Material
Contract;

     (v) other than in the ordinary course of business, (A) increase the rate or
terms of compensation payable or to become payable to its directors, officers or
employees, (B) pay or agree to pay any bonus, stock option, severance,  pension,
retirement  allowance or other employee benefit not provided for by any Employee
Plan,  Benefit  Arrangement or Employment  Agreement set forth in the Disclosure
Letter,  or (C) enter into any  material  employment  agreement  with or for the
benefit of any Person;

     (vi) make any change in its accounting  methods or in the manner of keeping
its books and records or any change in its  current  practices  with  respect to
accounting for or recording sales, receivables, payables or accrued expenses;

     (vii)  other  than the  repayment  of  intercompany  debt and  intercompany
dividends between or among the Company Subsidiaries, declare or pay any dividend
or make any distribution in respect of any of its Equity Securities,  except for
the Dividend or, directly or indirectly,  redeem,  purchase or otherwise acquire
any of its Equity  Securities or the Equity Securities of any of its Affiliates,
make  any  other  payments  of any  kind  to the  holders  of any of its  Equity
Securities in respect thereof or to the holders of any Equity  Securities of any
of its  Affiliates in respect  thereof or issue any shares of Equity  Securities
except in connection with any vested options of the Company;

     (viii) amend its charter documents;

     (ix)  sell,  transfer  or  otherwise  dispose  of any of the  Shares or any
interest therein or create (or permit the creation of) any Share  Encumbrance on
any of the Shares, whether voluntarily or involuntarily;

     (x)  take or fail to take any  action  if such  action  or  inaction  would
materially  adversely affect the applicability of any insurance in effect on the
date  hereof that  covers all or any of the assets of the  Company,  the Company
Subsidiaries or the Business; or

     (xi) take any  action or  inaction  or group or  combination  of actions or
inactions  that  results  in, or could  reasonably  be  expected to result in, a
breach of any representation,  warranty, covenant or agreement contained in this
Agreement or a Company Material Adverse Effect.

     (b) the Company and the Company  Subsidiaries  will,  and Parent will cause
the Company and the Company Subsidiaries to:

     (i) (A)  maintain  the  Company and the  Company  Subsidiaries'  respective
assets in the ordinary  course of business in reasonably  serviceable  operating
order and condition, reasonable wear and tear, damage by fire and other casualty
excepted,  (B) promptly  repair,  restore or replace any material  assets to the
extent such repair,  restructure  or  replacement  would be done in the ordinary
course of business and (C) upon any damage,  destruction  or loss to any of such
assets,  apply any and all insurance  proceeds  received with respect thereto to
the prompt repair,  replacement and restoration thereof to the condition of such
assets before such event to the extent reasonably practicable;

31

     (ii) file all Tax Returns  required to be filed and make timely  payment of
all  applicable  Taxes when due, in each case  including  any normal  periods of
extension;

     (iii) comply with, and maintain the effectiveness of, all material Permits;
and

     (iv) pay accounts payable and pursue collection of its accounts  receivable
in the ordinary course of business.

     SECTION 5.2. Noncompetition.

     (a) From and after the Subsequent  Closing Date and as further  provided in
Section 5.2(b),  neither Parent, nor any of its Affiliates,  shall,  directly or
indirectly, whether as a partner, stockholder, Affiliate or any other capacity:

     (i) for a period  of two years  after the  Subsequent  Closing  Date,  own,
lease, manage, operate, control,  participate in the management or control of or
maintain  or  continue  any  interest  whatsoever  in any Person  that  engages,
directly or indirectly in any business  that competes with the  Prohibited  Gibb
Business in any material way in any country where the  Prohibited  Gibb Business
was  conducted  by the  Company or any of the Company  Subsidiaries  at any time
within the five-year period  immediately  preceding the Subsequent Closing Date;
or

     (ii) for a period of three years after the Subsequent Closing Date, solicit
the  employment  of any Company  Employee  unless such employee is terminated by
Buyer after the Subsequent Closing Date, provided,  however,  that Parent or its
Affiliates  may engage in general  employment  advertising or  solicitation  not
specifically  targeting  any Company  Employee  and may employ  persons who seek
employment with Parent or any of its Affiliates without solicitation; or

     (iii)  for a period  of three  years  after the  Subsequent  Closing  Date,
induce,  cause or attempt to induce or cause any Person to replace or  terminate
any Contract  relating to the Prohibited Gibb Business with products or services
of any other Person.

     provided,  however,  that in the  event  of a sale of  Parent  (whether  by
merger, sale of stock, sale of assets or otherwise) after the Subsequent Closing
to a Third Party (an "Acquiring Third Party"),  such Acquiring Third Party shall
not be bound (but Parent and all of its assets,  whether the  business of Parent
is held by the Acquiring Third Party as a separate legal entity or as a division
of the Acquiring  Third Party shall  continue to be bound) by the  provisions of
Sections (i) and (iii) of this Section 5.2(a).

32

     (b) The  prohibition  in Section  5.2(a) shall apply in each country and in
all  political  subdivisions  or  regions of such  country in which the  Selling
Parties are currently  engaged in the Business  other than the Americas.  Parent
agrees  that,  in  connection  with the  purchase  by the  Buyers of the  Shares
(including the goodwill) of the Business,  the time and geographic  restrictions
set forth  above are  reasonable.  Parent  agrees that the remedy at law for any
breach by Parent or its  Affiliates of this Section 5.2 will be  inadequate  and
that the Buyers  shall be  entitled to  injunctive  relief,  or other  equitable
relief,  without the necessity of actual  monetary  loss being proved,  in order
that a breach  or  threatened  breach  of this  Section  5.2 may be  effectively
enjoined. The parties intend that the unenforceability or invalidity of any term
or  provision  of this  Section 5.2 shall not render any other term or provision
contained  herein  unenforceable  or invalid.  If the  activities  described  in
Section  5.2(a) or the period of time or the  geographical  area covered by this
Section 5.2(b) should be deemed too extensive, then the parties intend that this
Section  5.2 be  construed  to cover the maximum  scope of business  activities,
period of time and geographical area (not exceeding those specifically set forth
herein) as may be permissible under applicable law.

     SECTION 5.3.  Use of Names.  For a period of up to one year  following  the
Subsequent  Closing  Date,  Parent may  continue to use the trade names  "Gibb,"
"LawGibb" or any variation  thereof currently used by Parent or its subsidiaries
(the "Gibb Names"):  (i) in displays,  signage and postings,  to the extent such
displays,  signage or postings exist on the Subsequent  Closing Date and (ii) to
the extent any Gibb Names appear on stationery, packaging materials, supplies or
inventory on hand as of the  Subsequent  Closing Date or on order at the time of
the Subsequent Closing,  until such materials have been exhausted.  Parent shall
use reasonable  commercial  efforts to discontinue  the use of any Gibb Names as
promptly as practicable following the Subsequent Closing Date, and following the
one-year anniversary of the Subsequent Closing,  Parent shall not use, nor shall
it permit any of its  Affiliates,  any  successor to all or part of its business
(other  than the  Buyers)  or any  other  Third  Party  to use any  Gibb  Names.
Notwithstanding  anything to the contrary in this Agreement,  Parent agrees that
promptly following the Subsequent  Closing,  it will take all necessary steps to
amend its corporate  name to eliminate  "Gibb" and  variations  thereof from its
name and the name of any of its Affiliates that it controls.

     SECTION  5.4.  Access  to  Information.  From the  date  hereof  until  the
Subsequent  Closing  Date,  the Selling  Parties will provide the Buyers,  their
counsel,  financial  advisors,  auditors  and other  authorized  representatives
reasonable access during normal business hours to the offices, properties, books
and records of the Company and each of the Company Subsidiaries and will furnish
to the Buyers, their counsel, financial advisors,  auditors and other authorized
representatives  such financial and operating data and other information as such
Persons may  reasonably  request and will instruct the Company's and each of the
Company  Subsidiaries'  employees,  counsel and financial  advisors to cooperate
with the Buyers in its  investigation of the business of the Company and each of
the Company  Subsidiaries.  From the date hereof  until the  Subsequent  Closing
Date,  the Company will allow the Buyers,  their  counsel,  financial  advisors,
auditors and other authorized representatives to make extracts and copies of the
books and records of the Company  and each of the  Company  Subsidiaries  during
normal business hours.

     SECTION 5.5. Notices of Certain Events.  The Selling Parties shall promptly
notify  the  Buyers in  writing  of the  occurrence  of any breach by any of the
Selling Parties of any representation or warranty,  or any covenant or agreement
contained in this  Agreement,  promptly after any of the Selling Parties becomes
aware of any such breach.

33

     SECTION 5.6.  Return of  Information.  In the event that this  Agreement is
terminated  for any reason,  the Selling  Parties  shall,  and shall cause their
respective officers, directors, employees, counsel, financial advisors, auditors
and other  representatives  to, return all confidential  information  heretofore
furnished to any such Persons by or on behalf of Jacobs.

     SECTION 5.7.  Resignation  of Directors  and  Officers.  On or prior to the
Initial  Closing,  Parent shall cause each of the  directors and officers of the
Company  Subsidiaries  set forth in Exhibit C, and on or prior to the Subsequent
Closing,  Parent shall cause each of the  directors  and officers of the Company
set forth in Exhibit C, to resign as director  and/or  officer of the Company or
the Company Subsidiaries, as applicable.

     SECTION 5.8. Directors and Officers Insurance.  Parent will take such steps
as are necessary to provide  officers' and  directors'  liability  insurance for
three  years  after the  Subsequent  Closing  in  respect  of acts or  omissions
occurring  prior to the  Subsequent  Closing  covering  each of the  present and
former  officers and directors of the Company and Company  Subsidiaries on terms
with  respect to coverage  and amounts at least as favorable as the coverage and
amounts currently provided by Parent's policy.

     SECTION 5.9.  Supplements to Disclosure Letter. From time to time up to the
Initial  Closing,  the Selling  Parties shall  promptly  supplement or amend the
Disclosure  Letter with respect to any matter first existing or occurring  after
the date hereof which, if existing or occurring at or prior to such date,  would
have  been  required  to be set  forth  in the  Disclosure  Letter,  or  that is
necessary to correct any information in Disclosure Letter that has been rendered
inaccurate  thereby.  The Selling  Parties  shall  provide  explanations  of any
supplements or amendments to the  Disclosure  Letter as requested by the Buyers.
If, in the Buyers' reasonable determination,  any such supplements or amendments
to the  Disclosure  Letter  reveal an occurrence or event that would result in a
Company  Material  Adverse  Effect,  the Buyers  may  terminate  this  Agreement
pursuant to Section 10.1(b).

                                    ARTICLE 6

                             COVENANTS OF THE BUYERS

     SECTION 6.1.  Return of  Information.  In the event that this  Agreement is
terminated  for any reason,  the Buyers  shall,  and shall  cause its  officers,
directors,   employees,   counsel,   financial  advisors,   auditors  and  other
representatives to, return all confidential  information heretofore furnished to
any  such  Persons  by or on  behalf  of the  Company  and  any  of the  Company
Subsidiaries.

     SECTION 6.2.  Notices of Certain  Events.  The Buyers shall promptly notify
the Selling  Parties in writing if the Buyers become aware of the  occurrence of
any  breach  by any of the  Buyers of any  representation  or  warranty,  or any
covenant or agreement  contained in this  Agreement,  promptly  after any of the
Buyers becomes aware of any such breach.

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     SECTION 6.3.  Consents and  Approvals.  Prior to the Initial  Closing,  the
Buyers  shall use all  commercially  reasonable  efforts to procure all consents
that  the  Buyers  are  required  to  obtain  to  consummate  the   transactions
contemplated  by this  Agreement at the earliest  practicable  date prior to the
Initial Closing.

     SECTION 6.4. Use of Names. Notwithstanding anything to the contrary in this
Agreement, for a period of up to one year following the Subsequent Closing Date,
the  Buyers  may  continue  to use the  name  "Law"  or  "LawGibb"  and  related
trademarks,  corporate names, and trade names  incorporating  "Law" or "LawGibb"
and the  stylized  "Law"  or  "LawGibb"  logos:  (i) in  displays,  signage  and
postings,  to the  extent  such  displays,  signage  or  postings  exist  on the
Subsequent  Closing  Date;  (ii) to state the Buyers'  former  affiliation  with
LawGibb  (e.g.,  formerly a division of  "LawGibb")  and (iii) to the extent any
such trade  names,  trademarks,  service  marks or logos  appear on  stationery,
packaging materials,  supplies or inventory on hand as of the Subsequent Closing
Date or on order at the time of the  Subsequent  Closing,  until such  materials
have been  exhausted.  The Buyers  shall use  reasonable  commercial  efforts to
discontinue  the  use  of  such  trademarks  and  trade  names  as  promptly  as
practicable  following the  Subsequent  Closing Date, and following the one-year
anniversary of the Subsequent  Closing,  the Buyers will not use, nor shall they
permit any of their Affiliates, any successor to all or part of their respective
businesses  or any other  Third  Party to use any of such  trademarks  and trade
names.

     SECTION 6.5.  Agreement  Regarding Lex. After the Subsequent  Closing,  the
Buyers  will not assert or pursue any new or pending  insurance  claims or other
indemnification  obligations that any of the Company or the Company Subsidiaries
may have  against  Lex  International  Insurance  Co.  Ltd.,  a Bermuda  company
("Lex"); provided,  however, that nothing hereunder shall (i) prevent any of the
Buyers,  the Company or any Company Subsidiary from collecting any amounts owing
to the Company or any Company  Subsidiary  from Lex in connection with any claim
that has been finally  adjudicated  on or prior to the Initial  Closing Date, or
(ii) adversely affect Buyer's ability to submit claims under (A) Parent's errors
and omissions insurance coverage for the Business or (B) the ERP Coverage.

     SECTION 6.6. Lease and Other Indemnities. Jacobs agrees that from and after
the Initial Closing Date: (i) it will assume the guarantee obligations of Parent
with  respect  to  certain  real  estate  lease   obligations   of  the  Company
Subsidiaries  and (ii) will make  arrangements  to substitute  itself for Parent
under any guarantees,  bonds,  indemnities and letters of credit  supporting the
ongoing projects of the Business from and after the Initial Closing Date.

                                    ARTICLE 7

                                MUTUTAL COVENANTS

         The parties hereto agree that:

     SECTION 7.1. Further  Assurances.  The Buyers and the Selling Parties shall
execute  and  deliver,  whether  prior  to or after  the  Closings,  such  other
documents,  certificates,  agreements  and  other  writings  and  shall  use all
commercially  reasonable  efforts  to take,  or cause to be  taken,  such  other
actions  as  may  be  reasonably  necessary  or  desirable  (including,  without
limitation,  making  necessary  filings with all Governmental  Authorities),  in
order to consummate or implement expeditiously the transactions  contemplated by
this Agreement.

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     SECTION 7.2. Publicity. On or prior to the Initial Closing Date, the Buyers
and the Selling  Parties will consult  with each other and will  mutually  agree
upon any press release or public  announcement  pertaining to this Agreement and
the transactions contemplated thereby and shall not issue any such press release
or make any such public  announcement  prior to such consultation and agreement,
except that either party and its  affiliates  may issue any such release or make
any such public announcement as it determines,  in its reasonable discretion, is
required by Applicable Law or by obligations  pursuant to any listing  agreement
with any national securities exchange, in which case such party shall, and shall
cause its affiliates  to, use  reasonable  efforts to consult in good faith with
the other party before  issuing any such press release or making any such public
announcement.

     SECTION  7.3.  Antitrust  Filings.  In  connection  with  the  transactions
contemplated  by this  Agreement,  promptly  after the execution and delivery of
this  Agreement,  the Buyers and the Selling  Parties  shall  comply and, to the
extent  necessary,  shall cause their Affiliates to comply,  with any applicable
notification and reporting requirements of any applicable Foreign Antitrust Laws
and shall file any supplemental information which may be requested in connection
therewith  pursuant to such Foreign  Antitrust  Laws. The Buyers and the Selling
Parties  shall  cooperate  with each other to prepare and file any  applications
necessary to obtain any  required  approvals  of any  Governmental  Authority in
connection with, or to otherwise perform their obligations under, any applicable
Foreign Antitrust Laws.

     SECTION 7.4. Section 338(h)(10) Election.

     (a) The Buyers may elect to cause Parent and US  Acquisition  Subsidiary to
jointly  make the  election  provided  by  Section  338(h)(l0)  of the Code (the
"Election") for the acquisition of the stock of the Company by notifying  Parent
in writing (the "Section 338 Election Notice") at any time on or before the date
that is 60 days prior to the  deadline for filing the  Election  (the  "Election
Deadline").  Parent and the  Buyers  shall  provide  to the other all  necessary
information to permit the Election to be made.  Parent and the Buyers shall,  as
promptly as practicable following the receipt of a 338 Election Notice, take all
actions necessary and appropriate (including filing IRS From 8023 and other such
forms, returns, elections, schedules,  attachments and other documents as may be
required (the "Forms")) to effect and preserve a timely Election.

     (b) In the  event the  Buyers  deliver a  Section  338  Election  Notice to
Parent,  the Buyers  shall,  no later than  thirty (30) days prior to the latest
date for the filing of the  appropriate  Form,  deliver  such Form to Parent for
Parent's approval, which approval shall not be unreasonably withheld.

     SECTION 7.5. Post-Closing Insurance. Parent agrees to purchase, from AISLIC
(AIG) or such other  carrier as is  acceptable  to  Jacobs,  extended  reporting
period  coverage  for a period of not less than five years after the  Subsequent
Closing Date covering only the Business (and naming Jacobs and its Affiliates as
additional insureds) for claims made after the Subsequent Closing Date for acts,
errors or omissions  prior to the Subsequent  Closing Date,  with such coverage,
amounts  and  limits as set forth on Exhibit D (the "ERP  Coverage"),  provided,
however,  that the Buyers shall pay or shall reimburse  Parent for the first One
Million Dollars ($1,000,000) of premium costs.

36

     SECTION 7.6.  Confidentiality.  Each of the Buyers and the Selling  Parties
hereby  acknowledge  that all non-public  documents and  information  concerning
either the Buyers or the  Selling  Parties  furnished  to the other party or its
representatives  in  connection  with  the  transactions  contemplated  by  this
Agreement are subject to the terms and  conditions of a  confidentiality  letter
dated November 7, 2000 by and between Parent and Jacobs, as amended from time to
time  (the  "Confidentiality   Agreement").  The  Confidentiality  Agreement  is
incorporated herein by this reference.

     Effective  upon,  and only upon,  the  Subsequent  Closing,  the portion of
Confidentiality  Agreement  pertaining to the  obligations of the Buyers to keep
confidential  any non-public  documents and information  concerning the Company,
the Company Subsidiaries or the Business will terminate; provided, however, that
any and all other provisions shall remain in effect in accordance with the terms
of the  Confidentiality  Agreement.  Notwithstanding  the  foregoing,  after the
Subsequent Closing,  Parent and Law International  shall keep confidential,  and
shall take reasonable steps to cause their representatives to keep confidential,
(a) any and all non-public  information  concerning  the Buyers  provided to the
Selling  Parties  or their  representatives  by the  Buyers  and (b) any and all
non-public information concerning the Company or the Company Subsidiaries. After
the  Subsequent  Closing,  the Buyers  shall keep  confidential,  and shall take
reasonable steps to cause their  representatives to keep  confidential,  any and
all non-public  information  concerning Parent or Law International  provided to
the Buyers by the Selling Parties or their representatives.

     The parties  hereto  recognize and agree that in the event of a breach by a
party of this Section 7.6, money damages would not be an adequate  remedy to the
injured party for such breach and, even if money damages were adequate, it would
be  impossible  to  ascertain or measure with any degree of accuracy the damages
sustained by such injured  party  therefrom.  Accordingly,  if there should be a
breach or threatened  breach by a party of the  provisions of this section,  the
injured party shall be entitled to an injunction restraining the breaching party
from any breach  without  showing  or proving  actual  damage  sustained  by the
injured party.

     SECTION 7.7. Post Closing  Cooperation.  After the Subsequent Closing Date,
Parent and Jacobs shall provide (or shall cause their respective subsidiaries to
provide,  as applicable)  each other and their respective  designees  (officers,
counsel, accountants,  actuaries and other authorized representatives) with such
information  with respect to the Company and the Company  Subsidiaries as Parent
or Jacobs may reasonably request, and shall otherwise mutually cooperate so that
Parent,  Jacobs and their  respective  subsidiaries  can properly file their tax
returns and prepare their financial statements.

37

                                    ARTICLE 8

                              CONDITIONS TO CLOSING

     SECTION 8.1. Conditions to Obligations of the Buyers. The obligation of the
Buyers to consummate the  transactions  contemplated  by this Agreement shall be
subject to the  satisfaction or waiver at or prior to the Initial Closing of the
following conditions:

     (a) Each of the  representations  and warranties of the Selling Parties set
forth in Article 3 shall be true and correct in all material respects, provided,
however,   that   representations  and  warranties   qualified  by  concepts  of
materiality shall be true and correct in all respects, as of the Initial Closing
(except to the extent that any change therein is as a result of the transactions
contemplated  hereby)  with the same  effect as  though  made on the date of the
Initial Closing.

     (b) The Selling  Parties shall have performed in all material  respects all
obligations required to be performed by them under this Agreement at or prior to
the Initial Closing.

     (c) All  necessary  approvals of the holders of the  outstanding  preferred
stock of Parent shall have been obtained without condition, and shall be in full
force and effect.

     (d) There  shall be no Legal  Proceedings  under way or  threatened  by any
Governmental  Authority (or determinations by any Governmental  Authority) or by
any other Person  challenging  or in any manner  seeking to restrict or prohibit
the sale of the Shares  contemplated  hereby or the  consummation of the Initial
Closing or the transactions  contemplated  hereby,  or to impose conditions that
would be reasonably likely to have a Company Material Adverse Effect.

     (e) The Consolidated Net Equity shall be no less than the sum of (i) Twenty
Million Dollars ($20,000,000) and (ii) any Debt Prepayment Amount.

     (f) Since the date hereof, there shall not have been any event, occurrence,
development  or state of  circumstances  or facts or change in the Company,  the
Company  Subsidiaries  or the  Business  that has had or that may be  reasonably
expected to have,  either alone or together  with all such events,  occurrences,
developments,  states of circumstances  or facts or changes,  a Company Material
Adverse Effect.

     (g) The Buyers shall have  received  the opinion of Long  Aldridge & Norman
LLP, the Parent's United States  counsel,  dated as of the Initial Closing Date,
substantially in the form of Exhibit E hereto.

     (h) The Buyers shall have  received a  certificate  dated as of the date of
the  Initial  Closing  and signed on behalf of  Company  by the chief  executive
officer and chief financial officer of Parent, to the effect that the conditions
to the Buyers' obligations set forth in Sections 8.1(a), (b), (c), (d), (e), (f)
and (r) have been satisfied.

38

     (i) Parent and Law  International  shall have  executed and  delivered  the
Escrow Agreement to the Buyers.

     (j)  The  Buyers  shall  have  received  certified  copies  of the  charter
documents of each of the Selling  Parties,  Gibb UK, Gibb Petermuller & Partners
(Middle East) Ltd.,  Gibb  Petermuller & Partners  (Europe) Ltd.,  Gibb Overseas
(Jersey) Ltd. and Gibb Africa.

     (l) The Buyers shall have received  certified copies of each of the Selling
Parties' resolutions of their respective board of directors,  in form reasonably
satisfactory  to  the  Buyers,  approving  the  execution  and  delivery  of the
Agreement and the transactions  contemplated  hereby  (including the transfer of
the Shares).

     (m)  The  Buyers  shall  have  received  the  resignations  required  to be
delivered pursuant to Section 5.8.

     (n) The  Buyers  shall  have  received  evidence  that  any  and all  Share
Encumbrances  on any of the  Shares  and any  Liens on any of the  assets of the
Company or any of the Company  Subsidiaries  (other than  Permitted  Liens) have
been released as of the Initial Closing Date.

     (o) The Buyers shall have  received  documentation  from the holders of the
Selling Parties' Debt evidencing the Debt Prepayment  Amount,  no later than two
(2) Business Days prior to the Initial Closing.

     (p) The Buyers shall have received certified copies of the joint consent of
the  Preferred  Directors  of Parent in a form  reasonably  satisfactory  to the
Buyers,  approving  execution and delivery of the Agreement and the transactions
contemplated hereby (including the transfer of the Shares).

     (q) The Buyers shall have received,  in a form  reasonably  satisfactory to
the Buyers,  confirmation from the applicable insurance carrier that (1) the ERP
Coverage  has been  bound,  (2) the  premium  has been  paid in full and (3) the
provisions of clause (ii) of Section 6.5 are accurate.

     (r) Parent  shall have caused (i) the  preference  shares of Law  Companies
Group, Ltd.  (Jersey) to be transferred to Gibb Holdings,  Ltd., (ii) ARCUS GIBB
(Proprietary)  Limited to acquire all outstanding "A" ordinary shares of HKS-Law
Gibb Share Trust (PTY) Ltd.  (South  Africa) from the holders  thereof and (iii)
the Company Subsidiaries to make payments aggregating  approximately $340,000 to
certain  employees  participating in Parent's stock option plan who are entitled
to  such  payments  as  a  result  of  the   consummation  of  the  transactions
contemplated hereby.

     (s) The form and substance of all certificates,  instruments,  opinions and
other  documents   delivered  to  the  Buyers  under  this  Agreement  shall  be
satisfactory in all reasonable respects to the Buyers and their counsel.

39

     SECTION  8.2.  Conditions  to  Obligation  of  the  Selling  Parties.   The
obligations of the Selling Parties to consummate the  transactions  contemplated
by this Agreement shall be subject to the  satisfaction or waiver at or prior to
the Initial Closing of the following conditions:

     (a) Each of the  representations  and warranties of the Buyers set forth in
Article 4 shall be true and correct in all material respects,  provided, however
that  representations and warranties  qualified by concepts of materiality shall
be true and correct in all respects,  as of the Initial  Closing  (except to the
extent that any change therein is as a result of the  transactions  contemplated
hereby) with the same effect as though made on the date of the Initial Closing.

     (b)  The  Buyers  shall  have  performed  in  all  material   respects  all
obligations required to be performed by them under this Agreement at or prior to
the Initial Closing.

     (c) [Reserved]

     (d) There  shall be no Legal  Proceedings  under way or  threatened  by any
Governmental  Authority (or determinations by any Governmental  Authority) or by
any other Person  challenging  or in any manner  seeking to restrict or prohibit
the sale of the Shares contemplated hereby or the consummation of the Closing or
the  transactions  contemplated  hereby,  or to impose  conditions that would be
reasonably likely to have a Company Material Adverse Effect.

     (e) The Selling  Parties shall have received the opinion of Gibson,  Dunn &
Crutcher  LLP,  Jacobs'  U.S.  counsel,  dated as of the Initial  Closing  Date,
substantially in the form of Exhibit F hereto.

     (f) The Selling  Parties shall have received a certificate  dated as of the
date of the  Initial  Closing  and  signed  on  behalf  of  Jacobs  by its chief
executive officer and chief financial officer, to the effect that the conditions
to the Selling  Parties'  obligations  set forth in Sections 8.2(a) and (b) have
been satisfied.

     (g) The Buyers shall have executed and  delivered  the Escrow  Agreement to
the Selling Parties.

     (h) The arrangements for the substitution of Jacobs for Parent with respect
to the  guarantees  and  indemnities  referred  to in Section  6.6(ii)  shall be
reasonably satisfactory to the Selling Parties.

     (i) The Selling Parties shall have received certified copies of each of the
Buyers'  charter   documents  and  resolutions  of  their  respective  board  of
directors, in form reasonably satisfactory to the Selling Parties, approving the
execution  and  delivery  of the  Agreement  and the  transactions  contemplated
hereby.

40

                                    ARTICLE 9

                                 INDEMNIFICATION

      SECTION 9.1 Agreement to Indemnify.

     (a) The Buyers and their respective  Affiliates  (collectively,  the "Buyer
Indemnitees")  shall each be  indemnified  and held  harmless  to the extent set
forth in this  Article 9 by Parent in respect of any and all Losses  incurred by
any Buyer  Indemnitee  as a result of,  relating  to or arising  from any of the
following:

     (1) any inaccuracy or  misrepresentation in or breach of any representation
or warranty made in this  Agreement or in any  agreements  which are exhibits to
this  Agreement  by the  Selling  Parties at any time,  whether  or not  Buyer's
Indemnitees relied thereon or had knowledge thereof; provided, however, that for
the purposes of  determining  whether there has been a Loss or the amount of any
such Loss suffered by a Buyer  Indemnitee  under this Section  9.1(a)(1),  those
representations and warranties of the Selling Parties qualified by a materiality
standard shall be deemed not to include such materiality qualifiers;

     (2) any liabilities owed by the Company or any Company Subsidiary to any of
their respective shareholders, or any Affiliate of any such shareholder;

     (3) the  business,  operations  or assets of the  Company  and the  Company
Subsidiaries  or  any  state  of  facts,  activity,  incident,  circumstance  or
condition relating,  existing or occurring at or prior to the Subsequent Closing
Date,  including,  but not  limited  to, all Taxes for which the  Company or any
Company  Subsidiary  is or could be held liable with  respect to (i) any taxable
period ending on or prior to the  Subsequent  Closing Date, and (ii) any taxable
period that  includes  and ends after the  Subsequent  Closing Date (an "Overlap
Period") in an amount equal to the  liability for Taxes that would have resulted
had the Overlap Period ended at the close of business on the Subsequent  Closing
Date  (utilizing,  if  applicable,  the actual tax rate  imposed on a particular
category of income by the applicable taxing  jurisdiction);  provided,  however,
that  notwithstanding the foregoing,  there shall be no right of indemnification
under this Section 9.1(a)(3) with respect to Losses relating to items or matters
that are (i) disclosed in the Disclosure Letter or (ii) disclosed and adequately
reserved  against  in the  Financial  Statements,  but in each  case only to the
extent of the dollar amount so disclosed or reserved, as the case may be; and

     (4) any  liability  owed as a result of the  transactions  contemplated  by
Sections 8.1(r)(ii) and (iii).

     It is the mutual  understanding  of the Buyers and the Selling Parties that
the  indemnification  obligations  of the  Selling  Parties  under  each  of the
subsections (1), (2), (3) and (4) of this Section 9.1(a) are separate sources of
obligation under this Agreement,  and the failure of a Loss to be indemnifiable,
in whole or in part,  under one of such  subsections  does not exclude such Loss
from qualifying as indemnifiable under another subsection.

41

     (b) To the  extent  that  the  Losses  giving  rise  to an  indemnification
obligation  of Parent  are of the type  covered  by:  (i)  applicable  insurance
policies  of  Parent  or its  Affiliates  covering  the  Business;  (ii) the ERP
Coverage;  or (iii) any excess  ERP  coverage  purchased  by the Buyers or their
Affiliates (hereinafter collectively the "Applicable Insurance"), then the Buyer
Indemnitees  shall,  except as provided in the second  sentence of this  Section
9.1(b), first submit a claim for such Losses to the Applicable Insurance carrier
before seeking  indemnification from Parent, and Parent shall cooperate with the
Buyer   Indemnitees   in  the   submission   and   resolution   of  such  claim.
Notwithstanding the foregoing or any other provision of this Agreement:  (i) the
Buyer  Indemnitees have agreed in Section 6.5 to not to submit any claim to Lex,
and  therefore  the Buyer  Indemnitees  agree not to seek  indemnification  from
Parent to the extent any Loss would otherwise have been covered by Lex; and (ii)
the Buyer  Indemnitees  also agree that their exclusive  remedy for professional
liability errors and omissions Losses shall be to submit a claim for such Losses
under the Applicable  Insurance rather than seeking  indemnification from Parent
therefor.

     (c)  Notwithstanding  the  foregoing,  Parent  shall  not be  obligated  to
indemnify  a Buyer  Indemnitee  under  this  Section  9.1  with  respect  to any
individual  Loss unless and until (i) any such  individual  Loss exceeds Fifteen
Thousand Dollars  ($15,000) (the entire amount of such Loss, a "Qualified Loss")
and (ii) the aggregate of all Qualified Losses suffered by all Buyer Indemnitees
hereunder  exceeds Five Hundred  Thousand  Dollars  ($500,000) (the  "Deductible
Amount"),  whereupon any  Qualified  Losses in excess of the  Deductible  Amount
shall become due and payable  pursuant to the terms of this Article 9, provided,
however,  that the  foregoing  limitations  shall not apply with  respect to any
Losses under Section 9.1(a)(4).

     (d) Notwithstanding  any other provision of this Agreement,  in all events,
the  maximum  obligation  of Parent  for  indemnification  pursuant  to  Section
9.1(a)(1) or otherwise under this Agreement (the "Maximum R&W  Indemnification")
shall be the Escrow Amount.

     (e) The Selling Parties and their respective Affiliates (collectively,  the
"Seller  Indemnitees") shall each be indemnified and held harmless to the extent
set forth in this Article 9 by Jacobs in respect of any and all Losses  incurred
by any Seller Indemnitee as a result of (i) any inaccuracy or  misrepresentation
in or  breach  of any  representation  or  warranty  made by the  Buyers in this
Agreement or in  agreements  which are exhibits to this  Agreement,  or (ii) the
business,  operations or assets of the Company and the Company  Subsidiaries  or
any state of facts,  activity,  incident,  circumstances or condition  relating,
existing or occurring after the Subsequent Closing Date.

     (f) The  indemnification  procedures  of  Article 9 shall be the  exclusive
remedy of the  parties  hereto for Losses  resulting  from any  inaccuracies  or
misrepresentations  in or breach of any  representation or warranty made in this
Agreement or in any agreements which are exhibits to this Agreement.

     (g) Notwithstanding the foregoing, none of the provisions pertaining to the
Deductible  Amount,  the  Maximum  R&W  Indemnification  or the  exclusivity  of
remedies set forth in Sections  9.1(b),  (c),  (d),  (e) and (f),  respectively,
shall apply to the indemnification  obligations of Parent to the extent that any
inaccuracy or  misrepresentation  in or breach of any representation or warranty
or any other  indemnifiable  condition under this Agreement  results from fraud,
gross negligence or willful misconduct in the making of any such  representation
or warranty.

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     SECTION 9.2 Survival of Representations, Warranties and Covenants.

     (a) All representations and warranties of each Indemnifying Party contained
herein and all claims of any Buyer Indemnitee or Seller Indemnitee in respect of
any breach of any representation or warranty of any Indemnifying Party contained
in this  Agreement  shall  survive  the  Closing  and shall  expire on the third
anniversary  of the Subsequent  Closing Date,  except that each of the following
representations, warranties, covenants, agreements and obligations shall survive
the  Subsequent  Closing  Date and  shall  expire  thirty  (30)  days  after the
expiration  of all  applicable  statutes of  limitations,  including  extensions
thereof:

     (1) the  representations and warranties set forth in Sections 3.1, 3.2, 3.3
and 3.17 of this Agreement, and all claims of any Buyer Indemnitee in respect of
any breach of or inaccuracy or  misrepresentation  in any such representation or
warranty against Parent as Indemnifying Party;

     (2) all claims of any Buyer  Indemnitee  in respect  of any  inaccuracy  or
misrepresentation  in or the breach of any  representation or warranty of any of
the Selling Parties in this Agreement arising out of fraud,  gross negligence or
willful misconduct in the making of any such representation or warranty;

     (3) the representations and warranties set forth in Sections 4.1 and 4.2 of
this Agreement and all claims of any Seller  Indemnitee in respect of any breach
of or inaccuracy or  misrepresentation  in any such  representation  or warranty
against any of the Buyers as the Indemnifying Parties; and

     (4) all claims of any Seller  Indemnitee  in respect of any  inaccuracy  or
misrepresentation  in or  breach  of  any  representation,  warranty,  covenant,
agreement or obligation  made by Buyer in this  Agreement  arising out of fraud,
gross negligence or willful misconduct in the making of any such  representation
or warranty.

     (b) The covenants,  agreements and obligations  contained in this Agreement
or in agreements  which are exhibits to this Agreement  attached hereto which by
their terms shall be performed after the Closings shall survive the Closings and
not  expire  unless  otherwise  provided  in this  Agreement  or the  applicable
ancillary  agreement,  including,  without  limitation,  in  this  Section  9.2;
provided,  however,  that obligations of the  Indemnifying  Parties set forth in
this Article 9 shall be limited to the obligations to provide  indemnity only in
respect of claims for  indemnification  for which written  notice as provided in
Section 9.3 has been given by a Buyer  Indemnitee or Seller  Indemnitee prior to
expiration,  as provided in Section 9.2(a) of the representations and warranties
or  any  other   provision  of  this   Agreement  upon  which  such  claims  for
indemnification are based.

43

     (c)  Notwithstanding  anything herein to the contrary,  indemnification for
claims for which  written  notice as  provided  in Section  9.3 has been  timely
given,  in good faith and on a reasonable  basis prior to the  expiration of the
representation or warranty or any other indemnifiable  condition upon which such
claim  is  based  as  provided   herein   shall  not  expire,   and  claims  for
indemnification  may be  pursued,  until the final  resolution  of such claim in
accordance with Sections 9.3 and 11.5.

     (d)  The  right  to   indemnification   or  other   remedy   based  on  the
representations  and warranties herein will not be affected by any investigation
conducted  with  respect  to, or any  knowledge  acquired  (or  capable of being
acquired) at any time,  whether  before or after the  execution  and delivery of
this Agreement or the Closings, with respect to the accuracy or inaccuracy of or
compliance with, any such  representation or warranty.  All  representations and
warranties  of each  party set forth in this  Agreement  shall be deemed to have
been made again by such party at and as of the Closing Date.

     SECTION 9.3 Notice and  Procedure.  All claims for  indemnification  by any
Indemnified  Party against an  Indemnifying  Party under this Article 9 shall be
asserted and resolved as follows:

     (a)(i) If any claim or demand  for  which an  Indemnifying  Party  would be
liable for Losses to an  Indemnified  Party is alleged or  asserted  by a Person
other  than any Buyer  Indemnitee  or any  Seller  Indemnitee  (a  "Third  Party
Claim"),  the  Indemnified  Party shall  deliver a Claim Notice with  reasonable
promptness to the Indemnifying Party, together with a copy of all papers served,
if any, and specifying the nature of and alleged basis for the Third Party Claim
and, to the extent then feasible,  the alleged amount or the estimated amount of
the Third Party Claim. In the event of a claim which may result in payment under
the  Applicable  Insurance,  if any,  the  Indemnified  Party shall  deliver the
aforementioned  information  and a proof  of loss  statement  to the  Applicable
Insurance carrier(s). If the Indemnified Party fails to deliver the Claim Notice
to the  Indemnifying  Party within thirty (30) days after the Indemnified  Party
receives notice of such Third Party Claim,  the  Indemnifying  Party will not be
obligated to indemnify  the  Indemnified  Party with respect to such Third Party
Claim, if and only to the extent that the Indemnifying Party's ability to defend
the Third Party  Claim has been  irreparably  prejudiced  by such  failure.  The
Indemnifying  Party will notify the  Indemnified  Party within fifteen (15) days
after receipt of the Claim Notice (the "Notice Period") whether the Indemnifying
Party intends, at the sole cost and expense of the Indemnifying Party, to defend
the Indemnified Party against the Third Party Claim.

     (ii) If the  Indemnifying  Party notifies the Indemnified  Party within the
Notice  Period that the  Indemnifying  Party  intends to defend the  Indemnified
Party against the Third Party Claim,  then the Indemnifying  Party will have the
right to defend,  at its sole cost and  expense,  the Third  Party  Claim by all
appropriate proceedings,  which proceedings will be diligently prosecuted by the
Indemnifying  Party to a final  conclusion  or settled at the  discretion of the
Indemnifying Party (with the consent of the Indemnified Party). The Indemnifying
Party will have full control of such defense and proceedings; provided, however,
that the  Indemnified  Party may file until the expiration of the Notice Period,
at the sole cost and expense of the  Indemnified  Party,  any motion,  answer or
other pleading that the  Indemnified  Party may deem necessary or appropriate to
protect  its  interests  and  that  is  not   irrevocably   prejudicial  to  the
Indemnifying  Party (it being understood and agreed that,  except as provided in
Section  9.3(a)(iii),  if an  Indemnified  Party  takes any such  action that is
irrevocably  prejudicial and conclusively  causes a final  adjudication  that is
materially  adverse to the Indemnifying  Party,  the Indemnifying  Party will be
relieved of its obligations  hereunder with respect to that portion of the Third
Party Claim prejudiced by the Indemnified  Party's action);  provided,  further,
however,  that, if requested by the Indemnifying  Party,  the Indemnified  Party
shall cooperate,  at the sole cost and expense of the Indemnifying  Party,  with
the Indemnifying  Party and its counsel in contesting any Third Party Claim that
the  Indemnifying  Party elects to contest or, if appropriate in the judgment of
the  Indemnified  Party and  related  to the Third  Party  Claim,  in making any
counterclaim  or  cross-claim  against any Person  (other  than the  Indemnified
Party).

44

     The Indemnified  Party may participate in, but not control,  any defense or
settlement of any Third Party Claim assumed by the  Indemnifying  Party pursuant
to this Section  9.3(a)(ii) and,  except as provided in the preceding  sentence,
the Indemnified  Party will bear its own costs and expenses with respect to such
participation.  Notwithstanding  the foregoing,  the Indemnifying  Party may not
assume the defense of the Third Party Claim if (1) the Persons  against whom the
claim is made, or any impleaded Persons, include both the Indemnifying Party and
any Indemnified  Party, and (2)  representation of both such Persons by the same
counsel would be inappropriate  due to actual or potential  differing  interests
between them, in which case any Indemnified Party shall have the right to defend
the Third Party Claim and to employ  counsel at the expense of the  Indemnifying
Party.

     (iii) If the  Indemnifying  Party  fails to notify  the  Indemnified  Party
within the  Notice  Period  that the  Indemnifying  Party  intends to defend the
Indemnified  Party against the Third Party Claim, or if the  Indemnifying  Party
gives such notice but fails to  diligently  prosecute  or settle the Third Party
Claim,  then the Indemnified  Party will have the right (but not the obligation)
to defend,  at the sole cost and expense of the  Indemnifying  Party,  the Third
Party Claim by all appropriate proceedings, which proceedings will be diligently
prosecuted  by the  Indemnified  Party to a final  conclusion  or settled at the
discretion  of the  Indemnified  Party.  The  Indemnified  Party  will have full
control of such defense and proceedings,  including any compromise or settlement
thereof;  provided,  however,  that, if requested by the Indemnified  Party, the
Indemnifying  Party  shall  cooperate,  at the  sole  cost  and  expense  of the
Indemnifying Party, with the Indemnified Party and its counsel in contesting the
Third Party Claim which the Indemnified Party is contesting,  or, if appropriate
and related to the Third Party Claim in question,  in making any counterclaim or
cross claim against any Person (other then the Indemnifying Party).

45

     (iv)  Notwithstanding  Section  9.3(a)(iii),   if  the  Indemnifying  Party
notifies the  Indemnified  Party within the Notice Period that the  Indemnifying
Party  disputes its  obligation to indemnify the  Indemnified  Party against the
Third Party Claim, and if such dispute is resolved pursuant to Section 9.3(c) in
favor of the Indemnifying  Party, the Indemnifying Party will not be required to
bear the costs and  expenses  of the  Indemnified  Party's  defense  pursuant to
Section 9.3(a)(iii) or of the Indemnifying Party's  participation therein at the
Indemnified  Party's  request,  and the  Indemnified  Party will  reimburse  the
Indemnifying  Party in full for all such costs and  expenses.  The  Indemnifying
Party may participate in, but not control, any defense or settlement  controlled
by the Indemnified Party pursuant to Section  9.3(a)(iii),  but the Indemnifying
Party  will  bear its own  costs  and  expenses  with  respect  thereto  if such
participation is not at the request of the Indemnified Party.

     (b) In the event any  Indemnified  Party  should  have a claim  against any
Indemnifying  Party that is not a Third Party Claim, the Indemnified Party shall
deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party
specifying  the nature of and  specific  basis for the claim and,  to the extent
then feasible,  the amount or the estimated  amount of the claim. The failure by
any  Indemnified  Party  to give  timely  notice  referred  to in the  preceding
sentence shall not impair such Person's  rights  hereunder  except to the extent
that an Indemnifying Party demonstrates that it has been irreparably  prejudiced
thereby.  If the Indemnifying Party does not notify the Indemnified Party within
30 days  following  its receipt of the  Indemnity  Notice that the  Indemnifying
Party disputes its obligation to indemnify the Indemnified Party hereunder,  the
claim  will  be  conclusively  deemed  a  liability  of the  Indemnifying  Party
hereunder.

     (c) If the Indemnifying Party timely disputes its liability with respect to
a claim  described in a Claim Notice or an Indemnity  Notice,  the  Indemnifying
Party and the  Indemnified  Party shall  proceed  promptly  and in good faith to
negotiate a resolution of such dispute within 60 days  following  receipt of the
Claim  Notice or Indemnity  Notice and, if such dispute is not resolved  through
negotiations  during such 60-day  period,  it shall be resolved  pursuant to the
provisions of Section 11.5 of this Agreement.

     SECTION 9.4 Treatment of Indemnity  Payments.  All indemnity  payments made
under this  Agreement  shall be treated by the parties  for all Tax  purposes as
adjustments to the Purchase Price.

                                   ARTICLE 10

                                   TERMINATION

     SECTION 10.1. Grounds for Termination.  This Agreement may be terminated at
any time prior to the Initial Closing:

     (a) by mutual written agreement of all of the parties hereto;

     (b) by either  the  Buyers or the  Selling  Parties  at any time by written
notice if there shall have been (1) any inaccuracies or misrepresentations in or
breaches of the  representations  or  warranties  made in this  Agreement by the
other party hereto that are material,  taken as a whole, or (2) a failure by the
other  party  hereto to perform  and  satisfy in any  material  respect and in a
timely  fashion  any of its  obligations  under this  Agreement  required  to be
performed and satisfied on or prior to the Initial Closing Date, or a failure by
such party to perform and satisfy any other  obligations  under this  Agreement;
provided,  however,  that a termination  pursuant to this Section  10.1(b) shall
become  effective  (i) fifteen (15) days after notice is given with respect to a
misrepresentation  or breach  that is not  capable of being cured on or prior to
the Initial Closing Date, or (ii) immediately  prior to the Initial Closing with
respect to a misrepresentation  or breach that is capable of being cured, but is
not cured, on or immediately prior to the Initial Closing Date;

46

     (c) by either the Buyers or the Selling Parties if any Applicable Law shall
hereafter  be  enacted  or  become   applicable  that  makes  the   transactions
contemplated hereby or the consummation of the Initial Closing or the Subsequent
Closing illegal or otherwise prohibited, or if any judgment,  injunction,  order
or  decree  enjoining  any  party  hereto  from  consummating  the  transactions
contemplated hereby is entered, and such judgment,  injunction,  order or decree
shall become final and nonappealable; and

     (d) by either the Buyers or the Selling  Parties,  if the  Initial  Closing
shall not have been consummated by May 11, 2001 (the "Outside Date");  provided,
however,  that  neither the Buyers or the Selling  Parties  may  terminate  this
Agreement pursuant to this Section 10.1(d) if the Initial Closing shall not have
been consummated within such time period by reason of the failure of such party,
or any of its  Affiliates,  to perform in all  material  respects  any of its or
their respective covenants or agreements contained in this Agreement.

     SECTION 10.2.  Effect of  Termination.  If this  Agreement is terminated as
permitted by Section  10.1,  all liability or  obligations  of the parties under
this  Agreement  shall  terminate  and no  party  shall  have any  liability  or
obligation  to any other party under this  Agreement  other than (a) pursuant to
the  provisions  of Sections  7.6,  11.3,  11.5 and this Section 10.2, or (b) by
reason of a breach of any of the provisions hereof.

                                   ARTICLE 11

                                  MISCELLANEOUS

     SECTION 11.1. Notices.  All notices,  requests and other  communications to
any party hereunder shall be in writing (including  telecopy or similar writing)
and shall be given,

47

         if to the Buyers, to: Jacobs Engineering Group Inc.

                               1111 S. Arroyo Parkway
                               Pasadena, California  91105
                               (for personal delivery and overnight courier)
                               P.O. Box 7084
                               Pasadena, California  91109-7084
                               (for United States mail)
                               Attn:  President
                               Facsimile:  (626) 578-6837

         with a copy to:       Gibson, Dunn & Crutcher LLP

                               333 South Grand Avenue
                               Los Angeles, California 90071-3197
                               Attention:  Peter F. Ziegler, Esq.
                               Facsimile: (213) 229-6595

         if to the Selling Parties, to:  LawGibb Group, Inc.

                               1105 Sanctuary Parkway, Suite 300
                               Alpharetta, Georgia 30004
                               Attention: President
                               Facsimile: (770) 360-0620

         with a copy to:       Long Aldridge & Norman LLP

                               303 Peachtree Street, Suite 5300
                               Atlanta, Georgia 30308
                               Attention:  F.T. Davis, Jr., Esq.
                               Facsimile: (404) 527-4024

     or such other  address  or  facsimile  number as such  party may  hereafter
specify by notice to the other  parties  hereto.  Each such  notice,  request or
other  communication  shall be effective  (a) if given by  facsimile,  when such
facsimile is transmitted to the facsimile  number  specified in this Section and
the appropriate facsimile  confirmation is received or (b) if given by any other
means, when delivered at the address specified in this Section 11.1.

     SECTION 11.2. Amendments; No Waivers.

     (a) Any  provision of this  Agreement may be amended or waived if, and only
if,  such  amendment  or  waiver is in  writing  and  signed,  in the case of an
amendment,  by all  parties  hereto,  or in the case of a  waiver,  by the party
against whom the waiver is to be effective.

     (b) No waiver  by a party of any  default,  misrepresentation  or breach of
warranty or covenant  hereunder,  whether intentional or not, shall be deemed to
extend  to any  prior or  subsequent  default,  misrepresentation  or  breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any  prior  or  subsequent  occurrence.  No  failure  or  delay by a party in
exercising  any right,  power or privilege  hereunder  shall operate as a waiver
thereof nor shall any single or partial  exercise  thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

48

     SECTION 11.3. Expenses.  Except as otherwise provided for herein, all costs
and  expenses  incurred in  connection  with this  Agreement  and in closing and
carrying  out the  transactions  contemplated  hereby shall be paid by the party
incurring  such  cost  or  expense.  Without  limiting  the  generality  of  the
immediately  preceding  sentence,  (A)  the  fees,  costs  and  expenses  of the
accountants,  attorneys and other  financial  advisors to the Selling Parties in
connection with the  preparation or negotiation  of, or the  consummation of the
transactions  contemplated  by, this Agreement shall be borne by Parent and none
of such  fees,  costs or  expenses  shall be paid by the  Company  or any of the
Company Subsidiaries and (B) the Buyers shall pay all stamp,  transfer and other
similar taxes or fees arising from the transfer of the Shares. This Section 11.3
shall survive the termination of this Agreement.

     SECTION 11.4. Entire Agreement/No Third Party Beneficiaries. This Agreement
(including the Disclosure Letter,  schedules and exhibits and referred to herein
which are hereby  incorporated  by reference and the other  agreements  executed
simultaneously  herewith)  constitutes the entire agreement  between the parties
with respect to the subject matter hereof and  supersedes all prior  agreements,
understandings  and negotiations,  both written and oral,  expressed or implied,
between the parties with respect to the subject matter of this Agreement. Except
as specifically  provided in Article 9 with respect to indemnification  provided
to the  Indemnitees  identified  therein,  no provision of this Agreement  shall
create any third party beneficiary rights in any Person,  including any employee
or former employee of the Selling Parties,  the Buyers or any Affiliate  thereof
(including any beneficiary or dependent thereof).

     SECTION 11.5. Arbitration.

     (a) Any dispute,  controversy  or  difference  between or among the parties
(such  parties  being  referred to  individually  as a  "Disputing  Party," and,
together,  as the  "Disputing  Parties")  arising out of this  Agreement  or the
transactions  contemplated  hereby,  including  without  limitation  any dispute
between an  Indemnitee  and any  Indemnifying  Party under  Article 9, which the
parties are unable to resolve  themselves  shall be submitted to and resolved by
arbitration in accordance with the rules of the American Arbitration Association
(the "AAA") as herein  provided.  Any such  arbitration  shall be conducted by a
single  arbitrator  who (i)  shall  be  qualified  as an  arbitrator  under  the
standards of the AAA and who shall have been engaged in the private  practice of
law for not less than fifteen (15) years  immediately  prior to  appointment  as
arbitrator pursuant to this Agreement, (ii) is, in any such case, not affiliated
with any party in interest to such  arbitration,  and (iii) who has  substantial
professional experience with regard to corporate legal matters. If the Disputing
Parties cannot agree on an appropriate  arbitrator  within thirty (30) days of a
request  for  arbitration  by a  Disputing  Party,  the AAA shall  designate  an
appropriate arbitrator.

49

     (b) The arbitrator shall consider the dispute at issue in Washington,  D.C.
or another  location  in the  United  States  acceptable  to the  parties,  at a
mutually  agreed upon time within one hundred  twenty  (120) days (or such other
period as may be  acceptable  to the  Disputing  Parties or as  directed  by the
arbitrator) of the  designation of the arbitrator.  The  arbitration  proceeding
shall be held in accordance with the rules for commercial arbitration of the AAA
in effect on the date of the initial  request by the  Disputing  Party that gave
rise to the dispute to be arbitrated (as such rules are modified by the terms of
this Agreement or may be further  modified by mutual  agreement of the Disputing
Parties) and shall include an opportunity  for the parties to conduct  discovery
in advance of the proceeding  using all of the  authorized  methods of discovery
allowed by the  Federal  Rules of Civil  Procedure  in effect on the date of the
initial  request by the Disputing  Party.  Notwithstanding  the  foregoing,  the
Disputing Parties shall agree that they will attempt,  and they intend that they
and the arbitrator should use commercially  reasonable  efforts in that attempt,
to  conclude  the  arbitration  proceeding  and have a final  decision  from the
arbitrator  within one hundred  twenty  (120) days from the date of selection of
the  arbitrator;  provided,  however,  that the arbitrator  shall be entitled to
extend such one hundred  twenty  (120) day period for up to one  additional  one
hundred  twenty (120) day period.  The  arbitrator  shall be bound to follow the
laws of the  State of  Delaware,  decisional  and  statutory,  in  reaching  any
decision  and  making  any award and shall  deliver a written  award,  including
written  findings of fact and conclusions of law, with respect to the dispute to
each of the  parties,  who shall  promptly  act in  accordance  therewith.  Each
Disputing  Party to such  arbitration  agrees  that any award of the  arbitrator
shall be final, conclusive and binding and that they will not contest any action
by any  other  party  thereto  in  accordance  with an award of the  arbitrator;
provided,  however that any party may appeal based on statutory  grounds.  It is
specifically understood and agreed that any party may enforce any award rendered
pursuant to the arbitration  provisions of this Section 11.5 by bringing suit in
any court of competent jurisdiction.

     (c)  All  costs  and  expenses  attributable  to the  arbitrator  shall  be
allocated  among the parties to the arbitration in such manner as the arbitrator
shall determine to be appropriate under the circumstances.

     SECTION 11.6. Belgium Assets. It is the mutual  understanding of the Buyers
and the Selling Parties that the Selling  Parties are not selling,  transferring
or  assigning  any of those assets or  properties  used in  connection  with the
unincorporated  division of Parent's  subsidiary Law Engineering & Environmental
Services, Inc. referred to as the "Environmental Policy Centre" to the Buyers or
any of their  Affiliates  pursuant to this Agreement or any of the  transactions
contemplated hereunder.

     SECTION 11.7.  Successors  and Assigns.  The  provisions of this  Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors and assigns,  provided that no party may assign,  delegate
or otherwise  transfer  any of its rights or  obligations  under this  Agreement
without the prior written consent of the other parties hereto.

     SECTION  11.8.  Governing  Law.  This  Agreement  shall be  governed by and
construed in  accordance  with the internal  laws and not the  conflicts of laws
provisions of the State of Delaware.

     SECTION 11.9. Counterparts;  Effectiveness. This Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the  signatures  thereto and hereto were upon the same  instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.

50

     SECTION  11.10.  Severability.  If any  term  or  other  provision  of this
Agreement is invalid,  illegal,  or  incapable of being  enforced by any rule or
law, or public  policy,  all other  conditions  and provisions of this Agreement
shall  nevertheless  remain in full force and effect so long as the  economic or
legal  substance of the  transactions  contemplated  by this  Agreement  are not
affected in any manner materially  adverse to any party. Upon such determination
that any term or other  provision  is  invalid,  illegal or  incapable  of being
enforced,  the  parties  hereto  shall  negotiate  in good faith to modify  this
Agreement  so as to effect  the  original  intent of the  parties  as closely as
possible  in  mutually   acceptable   manner  in  order  that  the  transactions
contemplated by this Agreement be consummated as originally  contemplated to the
fullest extent possible.

     SECTION  11.11.  Headings.  The  descriptive  headings  contained  in  this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.

     SECTION  11.12.  Construction.  The language used in this Agreement will be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent,  and no rule of strict  construction  shall be  applied  against  either
party.  Whenever  required by the context,  any gender  shall  include any other
gender,  the singular  shall include the plural and the plural shall include the
singular.  Whenever the word "including" is used in this Agreement,  it shall be
deemed to mean "including,  without limitation," "including, but not limited to"
or  other  words of  similar  import  such  that the  items  following  the word
"including"  shall be deemed to be a list by way of illustration  only and shall
not be  deemed  to be an  exhaustive  list of  applicable  items in the  context
thereof. All references to dollars refer to U.S. Dollars.

51



<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.



                                            LAWGIBB GROUP, INC.



                                            By: /s/ Bruce C. Coles
                                            ----------------------
                                            Name: Bruce C. Coles
                                            Title: Chairman, President and CEO

                                            LAW INTERNATIONAL, INC



                                            By: /s/ Bruce C. Coles
                                            ----------------------
                                            Name: Bruce C. Coles
                                            Title: President

                                            GIBB INTERNATIONAL HOLDINGS, INC.



                                            By: /s/ Bruce C. Coles
                                            ----------------------
                                            Name: Bruce C. Coles
                                            Title: President



<PAGE>




                  [Signature Page for Stock Purchase Agreement]



                                            JACOBS ENGINEERING GROUP INC.



                                            By: /s/ John W. Prosser, Jr.
                                            ----------------------------
                                            John W. Prosser, Jr.
                                            Senior Vice President, Finance and
                                            Administration



                                            JACOBS ENGINEERING, INC.

                                            By: /s/ John W. Prosser, Jr.
                                            ----------------------------
                                            John W. Prosser, Jr.
                                            Director and Treasurer



                                            JACOBS ENGINEERING UK LIMITED



                                            By: /s/ John W. Prosser, Jr.
                                            ----------------------------
                                            John W. Prosser, Jr.
                                            Director and Treasurer



                                            JACOBS ENGINEERING FRANCE SAS



                                            By: /s/ John W. Prosser, Jr.
                                            ----------------------------

                                            John W. Prosser, Jr.
                                            Attorney in Fact pursuant to a Power
                                            of Attorney dated March 27, 2001