STOCK PURCHASE AGREEMENT
                            ------------------------


THIS  STOCK  PURCHASE AGREEMENT is made as of this 20th day of August, 1999, by,
between  and  among  THOMAS  F.  SCHNEIDER ("T. Schneider") and RODNEY LEAS ("R.
Leas")  (T.  Schneider  and  R. Leas hereinafter referred to collectively as the
"Sellers"  and individually as "Seller") and POMEROY COMPUTER RESOURCES, INC., a
Delaware  corporation  ("Purchaser").

                              W I T N E S S E T H :

WHEREAS,  Sellers  own  all  of  the  issued and outstanding shares of Acme Data
Systems,  Inc.,  an  Ohio  corporation,  which  is  a full-service provider of a
variety  of  computer  service  and  support solutions to large and medium-sized
commercial,  governmental  and  other  professional  customers  throughout  the
Columbus,  Ohio  Metropolitan  area,  as  follows:

               T.  Schneider          -     25  shares
               R,  Leas               -     25  shares

               Total                  -     50  shares

WHEREAS,  Sellers  desire  to  sell  and  Purchaser  desires to purchase all the
Company  Shares  owned by Sellers, and Sellers and Purchaser desire to engage in
the  other  transactions  provided  for  herein.

NOW,  THEREFORE,  in  and  for  the  consideration  of  the  mutual promises and
undertakings  herein  contained,  and  subject  to  the  terms  and  conditions
hereinafter  set  forth,  the  Parties  agree  as  follows:


                                    ARTICLE I

1.     Definitions.  As used herein the following terms shall have the following
       -----------
meanings,  respectively:

1.01     Accounts Receivable:  All notes and accounts receivable held by Company
         -------------------
or  of  which  Company  is  the beneficial holder and all notes, bonds and other
evidences of indebtedness of and rights to receive payments from any Person held
by  Company.

1.02     Acquisition:  The  purchase and sale of all the Company Shares upon the
         -----------
terms  and  provisions,  and  subject  to  the  conditions,  set  forth  in this
Agreement.

1.03     Affiliate:  Shall  have  the  meaning ascribed to such term in Rule 405
         ---------
promulgated  under  the  Securities  Act  of  1933,  as  amended.

<PAGE>
1.04     Affiliate Receivables:  Any account or note receivable or other payment
         ---------------------
obligation  owing  to Company by any officer, director, employee or Affiliate of
Company.

1.05     Agreement:  This  Stock  Purchase  Agreement.
         ---------

1.06     Applicable  Law.  All  applicable  provisions of all (i) constitutions,
         ---------------
treaties,  statues, laws (including common law), rules, regulations, ordinances,
codes  or  order  of  any  Governmental  Authority  and  (ii) orders, decisions,
injunctions,  judgments,  awards  and  decrees  of  or  agreements  with  any
Governmental  Authority.

1.07     Book Value:  The shareholders' equity of Company as of the Closing Date
         ----------
as  reported  in  Company's Closing Balance Sheet, determined in accordance with
Section  3.01.

1.08     Book  Value  Report:  Shall  have  the meaning defined in Section 3.01.
         -------------------

1.09     Business.  The  operations  of  Company involving generally the sale of
         --------
goods, or the provision of services (including repair and maintenance services),
relating  to  personal  computers,  client  services,  computer  networks,
communication  equipment,  other  equipment  related  thereto,  such as computer
monitors, peripherals and all other individual components, operating systems and
application  software  and other software (including software created for use on
the  Internet)  created  for  use  in  tie-in arrangements, customer service and
internal  management  systems  for  sales,  delivery  and  support and any other
business  operations  of  Company.

1.10     Business  Day.  "Business  Day" shall mean a day other than a Saturday,
         -------------
Sunday or other day on which commercial banks in Cincinnati, Ohio are authorized
or  required  to  close.

1.11     Closing:  The  consummation  of  the Acquisition on the Closing Date at
         -------
the  place  of  Closing  hereinafter  specified in accordance with the terms and
conditions  hereof.

1.12     Closing  Balance  Sheet:   The  balance sheet of Company at the date of
         -----------------------
the  Closing.

1.13     Closing  Date:  The  date  on  which  the  Closing  shall  take  place,
         -------------
determined  in  accordance  with  Article  XIV.

1.14     Code:  The  Internal  Revenue  Code  of  1986,  as  amended.
         ----

1.15     Company:  Acme  Data  Systems,  Inc.,  an  Ohio  corporation.
         -------

1.16     Company's Accountant: Company's accountant shall mean Kirch Group, LLC.
         --------------------

1.17     Company  Personnel:  Shall  mean current or former employees, officers,
         ------------------
directors  or  consultants  of  Company.

1.18     Company  Shares:  All the issued and outstanding common shares, without
         ---------------
par  value,  of  Company.

1.19     Contracts.  Shall  have  the  meaning  defined  in  Section  4.09(a).
         ---------

1.20     Consent.  Any  consent, approval, authorization, waiver, permit, grant,
         -------
franchise,  concession, agreement, license, exemption or order of, registration,
certificate,  declaration  or  filing  with, or report or notice to, any Person.

1.21     Court:  A  Court is any federal, state, municipal, domestic, foreign or
         -----
any other governmental tribunal or an arbitrator or person with similar power or
authority.

1.22     Disclosure  Schedule:  The  schedule  dated  as  of  the  date  hereof,
         --------------------
prepared pursuant to Article IV, copies of which have been signed by Sellers and
delivered  to  Purchaser.

1.23     EBIT.  The  earnings  of Company before interest and taxes, and without
         ----
incorporating  any  gains  or losses realized on the disposition of assets other
than  in  the  ordinary  course  of business.  Company's EBIT for all applicable
periods  will  be  determined  in  accordance  with  GAAP.

1.24     EBIT  of  Purchaser's  Columbus  Division.  The earnings of Purchaser's
         -----------------------------------------
Columbus  Division  (that existed prior to the closing of this Agreement and any
part  of  the  business that is operated by Purchaser's wholly-owned subsidiary,
Pomeroy  Select  Integration  Solutions,  Inc.)  before  interest and taxes, and
without  incorporating any gains or losses realized on the disposition of assets
other than in the ordinary course of business.  The EBIT of Purchaser's Columbus
Division  for all applicable periods will be determined in accordance with GAAP.
Provided,  however,  for  the  period  commencing the day after the Closing Date
until  January  5,  2000,  the  EBIT  of  Purchaser's Columbus Division shall be
determined  without  any  moving  or  other  integration  expenses  incurred  by
Purchaser  incident  to its Columbus Division moving into the facility currently
leased  by  Company  from  Advanced  Marketing Group and which facility shall be
leased  to  Purchaser  pursuant  to a Lease Agreement of even date.  The parties
shall  determine  in  good  faith  the amount of any moving or other integration
expenses  incurred  by  Purchaser  that  shall  not  be  included  in  the  EBIT
determination  hereunder.

1.25     EBIT  Threshold.  Shall  have  the  meaning  set forth in Section 2.03.
         ---------------

1.26     Employee  Benefit  Plans:  Shall mean all pension, annuity, retirement,
         ------------------------
stock  option,  stock purchase, savings, profit sharing or deferred compensation
plans  or agreements, any retainer, consultant, bonus, group insurance, welfare,
health  and  disability  plan,  fringe  benefit  or  other  incentive or benefit
contract,  plan,  or  commitment or arrangement applicable to Company Personnel.

1.27     Employees:  With  respect  to  Company,  shall  mean  all full-time and
         ---------
part-time  employees  of  Company.

1.28     Employee  Contracts:  All  employment contracts, consulting agreements,
         -------------------
and  collective  bargaining  agreements  or  related  agreements with respect to
Employees  of  Company.

1.29     Environmental  Laws:  Shall mean all federal, state or local judgments,
         -------------------
decrees,  orders, laws, licenses, ordinances, rules or regulations pertaining to
environmental  matters,  including,  without limitation, those arising under the
Resource  Conservation and Recovery Act (42 U.S.C. -1801, et seq.) ("RCRA"), the
                                                          -- ---
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,  (42  U.S.C.  -9601,  et  seq.) ("CERCLA"), the Superfund Amendment and
                               --  ---
Reauthorization  Act  of  1986  ("SARA"), the Federal Clean Water Act (33 U.S.C.
-1251, et seq.), the Federal Clean Air Act (33 U.S.C. -7401, et seq.), the Toxic
       -- ---                                                -- ---
Substances  Control  Act  (15  U.S.C.  -7401,  et seq.) the Federal Insecticide,
                                               -- ---
Fungicide  and  Rodenticide  Act  (7  U.S.C. -136, et seq.) and the Occupational
                                                   -- ---
Safety  and  Health  Act  (29  U.S.C.  -651,  et  seq.).
                                              --  ---

1.30     Environmental  Liabilities  and  Costs:  All  Losses, whether direct or
         --------------------------------------
indirect,  known  or  unknown,  current  or  potential, past, present or future,
imposed  by,  under  or  pursuant  to  Environmental  Laws,  including,  without
limitation,  all Losses related to Remedial Actions, and all fees, disbursements
and  expenses  of  counsel, experts, personnel and consultants based on, arising
out  of  or  otherwise  in  respect  of:  (i)  the ownership or operation of the
Business,  the  Leased  Real  Property  or  any  other  real properties, assets,
equipment  or  facilities, by Company, or any of its predecessors or Affiliates;
(ii) the environmental conditions existing on the Closing Date on, under, above,
or  about  any  Leased  Real  Property  or  any  other  real properties, assets,
equipment  or  facilities  currently  or previously owned, leased or operated by
Company,  or  any  of  its  predecessors  or  Affiliates; and (iii) expenditures
necessary  to cause any Leased Real Property or any aspect of the Business to be
in  compliance  with  any  and  all requirements of Environmental Laws as of the
Closing  Date,  including,  without limitation, all Environmental Permits issued
under  or  pursuant to such Environmental Laws, and reasonably necessary to make
full  economic  use  of  any  Leased  Real  Property.

1.31     Environmental  Permits:  Any  federal, state and local permit, license,
         ----------------------
registration,  consent,  order,  administrative  consent  order,  certificate,
approval  or  other  authorization  with  respect  to  Company necessary for the
conduct of the Business as currently conducted or previously conducted under any
Environmental  Law.

1.32     ERISA:  The  Employee  Retirement  Income  Security  Act  of  1974,  as
         -----
amended.

1.33     GAAP:  Generally accepted accounting principles in effect in the United
         ----
States  consistently  applied  throughout  the  periods  involved.

1.34     Governmental  Approval:  Any  Consent of, with or from any Governmental
         ----------------------
Authority.

1.35     Governmental  Authority:  Any  nation or government, any state or other
         -----------------------
political  subdivision  thereof,  any  entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
including,  without  limitation,  any  government authority, agency, department,
board,  commission  or  instrumentality  of  the United States, any State of the
United  States  or  any  political  subdivision  thereof,  and  any  tribunal or
arbitrator(s)  of  competent jurisdiction, and any self-regulatory organization.

1.36     Hazardous  Materials:  Shall mean any hazardous waste, as defined by 42
         --------------------
U.S.C.  -6903(5),  any  hazardous  substances  or wastes as defined by 42 U.S.C.
-9601(14), any pollutant or contaminant as defined by 42 U.S.C. -9601(33) or any
toxic  substances  or  wastes,  oil  or hazardous material or other chemicals or
substances  regulated  by  any  public  or  Governmental  Authority.

1.37     Indemnifying  Party:  Shall  have  the  meaning  defined  in  Section
         -------------------
11.06(a).

1.38     Intellectual  Property:  Any  and  all  United States and foreign:  (a)
         ----------------------
patents  (including  reexaminations,  design  patents,  industrial  designs  and
utility  models)  and patent applications (including docketed patent disclosures
awaiting  filing,  provisional applications, reissues, divisions, continuations,
continuations-in-part  and  extensions),  patent  disclosures  awaiting  filing
determination,  inventions  and  improvements  thereto;  (b) trademarks, service
marks, trade names, trade dress, logos, business and product names, slogans, and
registrations  and  applications  for  registration  thereof;  (c)  copyrights
(including  software)  and  registrations  thereof including Company's name; (d)
inventions,  processes,  designs,  formulae, trade secrets, know-how, industrial
models,  confidential  and technical information, manufacturing, engineering and
technical  drawings,  product  specifications  and  confidential  business
information; (e) mask work and other semiconductor chip rights and registrations
thereof;  (f)  intellectual property rights similar to any of the foregoing; (g)
copies  and  tangible embodiments thereof (in whatever form or medium, including
electronic  media);  and  (h)  the  Internet  address  and  website  of Company.

1.39     Inventories:  All  inventories  of  raw  materials,  work  in  process,
         -----------
finished  products, goods, spare parts, office and other supplies, including any
of  such  inventories held at any location controlled by Company or at any other
location  (pursuant to conditional sales agreements, consignment arrangements or
in  any  bailment  or  otherwise) and any such items previously purchased and in
transit  to  Company  at  any  such  locations.

1.40     Leased  Real Property:  Shall mean all interests leased pursuant to the
         ---------------------
Leases.

1.41     Leases:  Shall  mean  all real property leases, subleases, licenses and
         ------
occupancy  agreements  pursuant  to  which  Company  is  the  lessee, sublessee,
licensee or occupant which relate to or are being used in the Business and which
are  described  on  Disclosure  Schedule  4.09.

1.42     Lien:  With  the  exception  of  Permitted  Liens,  a mortgage, pledge,
         ----
hypothecation,  right  of  others, claim, security interest, encumbrance, lease,
sublease,  license,  occupancy  agreement,  adverse claim or interest, easement,
covenant,  encroachment, burden, title defect, title retention agreement, voting
trust  agreement, interest, equity, option, lien, right of first refusal, charge
or  other  restrictions  or  limitations  of  any  nature whatsoever, including,
without  limitation,  such  that  may  arise  under  any  Contracts.

1.43     Line  of  Credit  Indebtedness:  Includes  any  indebtedness  incurred,
         ------------------------------
incurable,  or  accrued  pursuant  to  any  of Company's financing arrangements,
agreements,  letters  of  credit  and  a  line of credit with Deutsche Financial
Services  Corp.  and  any  of  its  successors  and assigns, all as set forth on
Disclosure  Schedule  1.42.  Disclosure  Schedule  1.42  shall  set  forth  the
principal  balance  and  all  accrued interest of such items on the date hereof.

1.44     Losses.  Any  and  all  losses,  liabilities,  damages, obligations and
         ------
expenses  arising  as  a  result  of  the designated action or inaction, and all
actions, suits, proceedings, demands, assessments, judgments, costs and expenses
(including,  without  limitation, attorney's fees and other expenses incurred in
investigating or defending any claim, action, suit or proceeding and any and all
amounts  paid  in  settlement  thereof) with respect to the designated action or
inaction.

1.45     Notes:  The  two-year  subordinated promissory notes payable to Sellers
         -----
as  more  fully  described  in  Section  2.04(b).

1.46     Other  Sellers  Documents:  The  agreements  and  other  documents  and
         -------------------------
instruments  described  in  Sections  2.04,  6.01,  7.01  and  8.01.

1.47     Party  or  Parties:  Purchaser  or  Sellers  or  any  of  them.
         ------------------

1.48     Party  to  Be  Indemnified:  as  defined  in  Section  11.06(a).
         --------------------------

1.49     Permitted  Liens.  Shall  mean and include any (i) matters described in
         ----------------
detail  and  by  item  in Disclosure Schedule 1.48(i) to this Agreement and (ii)
liens  arising  by  operation  of  Applicable Law for taxes, assessments, labor,
materials,  and  obligations  not  yet  due or which are being contested in good
faith,  which  contested  items  are  set forth in detail in Disclosure Schedule
1.48(ii).  The  phrase "Permitted Liens" shall also include (a) liens imposed by
mandatory  provisions  of  Applicable  Law  such  as  carriers,  materialmens,
mechanics, warehousemens, landlords and other like liens arising in the ordinary
course  of  business,  securing  obligations  not  yet  due  or  which are being
contested  in  good  faith,  which  contested  items are set forth in Disclosure
Schedule 1.48, (b) liens arising in the ordinary course of business from pledges
or deposits to secure public or statutory obligations, deposits to secure (or in
lieu  of)  surety,  stay,  appeal  or  customs  bonds and deposits to secure the
payment  of Taxes, and (c) good faith deposits in connection with bids, tenders,
contracts  or  leases.

1.50     Person:  Any  natural  person,  firm,  partnership,  association,
         ------
corporation,  company,  limited  liability  company, limited partnership, trust,
business  trust,  Governmental  Authority  or  other  entity.

1.51     Post  Closing  Date:  Shall  have  the meaning defined in Section 3.01.
         -------------------

1.52     Purchase  Price:  The  total consideration paid by Purchaser to Sellers
         ---------------
for  the  Company  Shares  as  provided  in  Section  2.02.

1.53      Pro  Forma  EBIT:  The aggregate of the EBIT of Company for the period
         -----------------
commencing  January  1,  1999  and  ending  January  5,  2000  and  the  EBIT of
Purchaser's  Columbus  Division for the period commencing with the day following
the  Closing  Date  and  ending January 5, 2000.  The determination of Pro Forma
EBIT  shall be determined in accordance with the procedures set forth in Section
3.02.

1.54     Remedial  Action:  All  actions required to (i) clean up, remove, treat
         ----------------
or  in  any  way  remediate any Hazardous Materials; (ii) prevent the release of
Hazardous  Materials  so  that  they  do  not migrate or endanger or threaten to
endanger  public health or welfare or the environment; or (iii) perform studies,
investigations  and  care  related  to  (i)  and  (ii)  above.

1.55     Spare  Parts:  All  replacements,  components,  devices,  equipment and
         ------------
other  similar  items  owned  or  held by Company for use in connection with the
repair,  replacement,  modification,  customization or installation of goods and
products  applicable  to  the  Business.

1.56     Subsidiary:  Each corporation or other Person in which a Person owns or
         ----------
controls,  directly  or  indirectly,  capital  stock  or  other equity interests
representing  at  least  50%  of  the  outstanding  voting stock or other equity
interest  or  conferring  the  power  to name the majority of the members to the
board of directors or other governing body of the corporation or other Person or
otherwise  direct  the  management  or  policies  thereof.

1.57     Tax  or Taxes:  Any federal, state, provincial, local, foreign or other
         -------------
income,  alternative,  minimum,  any  taxes  under Section 1374 of the Code, any
taxes  under  Section  1375  of the Code, accumulated earnings, personal holding
company,  franchise,  capital  stock,  net  worth,  capital,  profits,  windfall
profits,  gross  receipts,  value added, sales, use, goods and services, excise,
customs  duties,  transfer,  conveyance,  mortgage,  registration,  stamp,
documentary, recording, premium, severance, environmental, including taxes under
Section  59A  of  the  Code),  real  property,  personal  property,  ad valorem,
intangibles,  rent,  occupancy,  license, occupational, employment, unemployment
insurance,  social  security, disability, workers' compensation, payroll, health
care,  withholding,  estimated  or other similar tax, duty or other governmental
charge  or  assessment  or  deficiencies  thereof  (including  all  interest and
penalties  thereon  and  additions  thereto  whether  disputed  or  not).

1.58     Tax Return:  Any return, report, declaration, form, claim for refund or
         ----------
information  return  or  statement  relating to Taxes, including any schedule or
attachment  thereto,  and  including  any  amendment  thereof.

1.59     Vendor Receivables:  Any amounts owing to Company from vendors of goods
         ------------------
and  products  used in the Business resulting from discounts for prompt payment,
volume  discounts,  promotional  programs  or similar vendor special pricing and
term  arrangements.

1.60     Year-End Financials:  The unaudited financial statements of Company for
         -------------------
the  twelve-month  periods  ending  December  31,  1998  and  December 31, 1997.


                                   ARTICLE II

2.      Purchase  of  Company  Shares  and  Purchase  Price.
        ---------------------------------------------------

2.01     Purchase  of  Company  Shares.  Sellers  agree to sell and transfer the
         -----------------------------
Company Shares to Purchaser, and Purchaser agrees to purchase the Company Shares
from  Sellers,  on  the  Closing  Date.

2.02     Purchase  Price.  The  Purchase  Price  for the Company Shares shall be
         ---------------
Five Million Five Hundred Sixty-Two Thousand Two Hundred Dollars ($5,562,200.00)
plus  any amount that may be paid pursuant to Section 2.03, adjusted as follows:

     (a)     To  the  extent  that  the  Book  Value  as reported on the Closing
Balance  Sheet  is  less  than $1,018,407.00 plus the net profit of Company from
June  30,  1999  to the Closing Date, the Purchase Price shall be decreased on a
dollar-for-dollar basis to the extent of such deficit.  The determination of the
Book  Value  shall  be  made  in  the  manner  provided  in  Section  3.01.

     (b)     In  the  event  that  the  Company's  Pro Forma EBIT for the period
commencing  January  1,  1999  and  ending  January  5,  2000  and  the  EBIT of
Purchaser's  Columbus  Division  for the period commencing the day following the
Closing  Date  and  ending January 5, 2000 is less than One Million Five Hundred
Thirty-Nine  Thousand  Dollars  ($1,539,000.00)  in  the aggregate, the Purchase
Price  shall  be  decreased on a dollar-for-dollar basis equal to the difference
between  One  Million  Five Hundred Thirty-Nine Thousand Dollars ($1,539,000.00)
and the total of such Pro Forma EBIT.  The determination of Pro Forma EBIT shall
be  made  in  the manner provided for in Section 3.02 hereof.  Any adjustment to
the  Purchase  Price under this Section shall be made to the Notes  issued under
Section  2.04(b).

2.03     Potential  Adjustment  to  Purchase  Price.
         ------------------------------------------

     If  the  EBIT  of  Company  (as hereinafter defined as Purchaser's Columbus
Division)  during  the  fiscal  years  2000,  2001,  2002  and  2003  exceed the
applicable  EBIT  Threshold  for  such  year  set  forth  below:

               Fiscal  2000     -     $1,589,000.00
               Fiscal  2001     -     $1,689,000.00
               Fiscal  2002     -     $1,789,000.00
               Fiscal  2003     -     $1,889,000.00

     Purchaser  shall  pay  to Sellers according to the percentages set forth in
Section 2.04(a) below, by bank check or wiring within ninety (90) days following
the  end  of the fiscal year, an amount equal to fifty percent (50%) of the EBIT
of  Company  in  excess of the EBIT Threshold for the applicable year or portion
thereof,  subject  to  a  cumulative  limitation  of  Five  Million  Dollars
($5,000,000.00)  during  such  aggregate period.  Any EBIT shortfall in any year
shall not be offset against any excess EBIT in any subsequent year(s) hereunder,
it  being  the  intent  of  the parties that the EBIT Threshold set forth herein
shall  apply  to  each  applicable  year  separately,  subject,  however, to the
cumulative  limitation  of  Five  Million  Dollars  ($5,000,000.00)  during such
aggregate  period.  Such  cash payment by Purchaser shall be additional Purchase
Price  for  the  Company Shares.  Commencing on the later of the closing date or
the installation of the ASTEA Accounting System at Company, 1.5% MAS royalty fee
and  a  .3%  Adfund fee on gross sales by Company shall be made incident to said
determination.  For  each  subsequent year described above in this paragraph for
which  Purchaser  may  be required to pay additional Purchase Price, the parties
shall,  in  good  faith, agree upon the MAS and Adfund royalty fee to be charged
hereunder based on the level of services and support being provided by Purchaser
to  Company.  Provided,  however,  such  MAS  royalty  fee shall be 1.5% and the
Adfund  royalty  fee  shall  be  .3%  if  the  parties  are unable to come to an
agreement  for  each  subsequent  year.

     For purposes of this Section 2.03, the term "Purchaser's Columbus Division"
shall  be  the  business acquired by Purchaser from Sellers under this Agreement
including  any part of the business that is operated by Purchaser's wholly-owned
subsidiary,  Pomeroy  Select  Integration  Solutions,  Inc.,  and  shall include
Purchaser's  operations  in  Columbus, Ohio that existed prior to the closing of
this  Agreement.  In  the  event  that  during  the  term  of this Section 2.03,
Purchaser  would  cause  Company  to  merge  into  Purchaser or any Affiliate of
Purchaser,  the  term  "Purchaser's  Columbus  Division" shall also include such
entity  into  which  Company  is  merged to the extent of such entity's Columbus
Division.  It  being  the  intent  of  the parties to exercise good faith in the
implementation  of  this  provision  in  the event of the merger of Company into
Purchaser  or  any  of  its  Affiliates  during  the  term  of  this  Agreement.

     The  EBIT  of  Company  shall  be  determined  by  the internally-generated
financial  statements  of  Company  determined  in the manner set forth above in
accordance  with generally accepted accounting principles, consistently applied.
Said  determination of EBIT shall be subject to verification as described below.
In addition, for purposes of determining EBIT for any particular year, except as
noted  above,  no  item  of  income or expense will be allocated by Purchaser to
Company  unless  such  items  are  reasonably  calculated  to  contribute to the
increase  in  profits  of  Company,  it  being  the  intent  of the parties that
Purchaser  shall  exercise  the utmost good faith with respect to allocations of
income  and  expense  to  Company.  Incident  to  the  determination  of EBIT of
Company,  no compensation of any executive or other employee of Purchaser or its
respective affiliates who do not work directly for Company shall be allocated to
such  division.

     Within  ninety  (90)  days  after  the  end  of  each fiscal year or period
described herein, Purchaser will deliver to Sellers a copy of the report of EBIT
prepared  by  Purchaser  for  the  subject  period  along  with  any  supporting
documentation  reasonably  requested  by  Sellers.  Within  ninety  (90)  days
following  delivery  to  Sellers of such report, Sellers shall have the right to
object  in  writing  to  the results contained in such determination.  If timely
objection  is  not made by the Sellers to such determination, such determination
shall  become  final  and  binding  for  purposes  of this Agreement.  If timely
objection  is made by Sellers to Purchaser and Sellers and Purchaser are able to
resolve  their  differences  in  writing  within  thirty (30) days following the
expiration  of  the  ninety-day  (90-day)  period, then such determination shall
become  final  and binding as it regards to this Agreement.  If timely objection
is  made by Sellers to Purchaser and Sellers and Purchaser are unable to resolve
their  differences  in  writing within thirty (30) days following the expiration
of  the  ninety-day (90-day) period, then all disputed matters pertaining to the
report  shall  be  submitted to and reviewed by an arbitrator (the "Arbitrator")
which  shall  be  an  independent  accounting  firm  selected  by  Purchaser and
Sellers.  If Purchaser and Sellers are unable to agree promptly on an accounting
firm to serve as the Arbitrator, each shall select by no later than the 30th day
following  the  expiration  of  the  one hundred twenty-day (120-day) period, an
accounting  firm,  and  the two selected accounting firms shall be instructed to
select promptly another independent accounting firm, such newly selected firm to
serve  as  the  Arbitrator.  The  Arbitrator  shall  consider  only the disputed
matters  pertaining  to  the determination and shall act promptly to resolve all
disputed matters, and its decision with respect to all disputed matters shall be
final and binding upon Sellers and Purchaser.  Expenses of the Arbitration shall
be  borne one-half (1/2) by Purchaser and one-half (1/2) by Sellers.  Each party
shall  be  responsible  for  its  own  attorney  and  accounting  fees.

2.04     Payment  of  Purchase  Price.
         ----------------------------

     (a)     Three  Million  Dollars ($3,000,000.00) shall be payable at Closing
in  cash  or  by  bank  or  certified checks or wire transfer of Purchaser which
amount  shall  be  prorated  among  the  Sellers  according  to  the  following
percentages:

                    T.  Schneider     -     50%
                    R.  Leas          -     50%

     (b)     Two Million Six Thousand Two Hundred Dollars ($2,006,200.00) in the
aggregate,  as  may be adjusted upward or downward as set forth in Sections 3.01
and 3.02 shall be payable in the form of the Notes of Purchaser, attached hereto
as  Exhibit  A  (the  "Notes")  which  Notes shall be prorated among the Sellers
according  to  the  percentages  set forth in Section 2.04(a) above.  Such Notes
shall bear interest at the prime rate of Chase Manhattan Bank, as of the Closing
Date.  Interest  under said Notes shall be payable quarterly in arrears with the
first  interest payment being due and payable ninety (90) days from the Closing.
One-half  (1/2)  of  the  outstanding  principal  balance of said Notes shall be
payable  in  full  on  the  first  annual anniversary date of the Closing of the
transaction  and  the remaining principal balance of such Notes shall be payable
in full on the second annual anniversary of the Closing of the transaction.  All
obligations  of  Purchaser  thereunder  will  be subordinated and made junior in
right  of  payment  to  the  extent  and  the manner provided in a Subordination
Agreement  to  be executed by Deutsche Financial Services Company, Purchaser and
each  Seller.  A  copy  of  the  Subordination  Agreement  to be executed by the
Sellers  is  attached  hereto  as  Exhibit  B.

     (c)     The  sum  of  Five Hundred Fifty-Six Thousand Dollars ($556,000.00)
shall  be  payable  in the form of the common stock of Purchaser.  The number of
shares  of  Purchaser's stock to be issued to the Sellers in accordance with the
percentages  set  forth in Section 2.04(a) above shall be determined by dividing
556,000  by  the  average  of  the  closing  price  for Purchaser's stock on the
over-the-counter market for the twenty (20) previous business days preceding the
Closing  Date.  Incident  to  the issuance of such shares, Sellers shall execute
such  documentation  containing  such  representations concerning the holding of
Purchaser's shares, including that Sellers are able to bear the economic risk of
holding  the  shares  to  be  delivered  hereunder  for  the  period required by
applicable  Federal  Securities  Laws  because  such  shares  will not have been
registered  under the Securities Act of 1933 and therefore cannot be sold unless
they are subsequently registered under the Act or an exemption from registration
is  available.  The  form  of  the  documentation  to be executed by each Seller
incident  to  the  issuance of these shares is attached hereto as Exhibit C.  In
the  event the base price of Purchaser's common stock is greater than $22.00 per
share  or  is  less  than  $11.00 per share, the parties agree to engage in good
faith  negotiations  to  renegotiate  the  economics  of  this  aspect  of  the
transaction  on  the  Closing  Date.


                                   ARTICLE III

3.      Post-Closing  Adjustments.
        -------------------------

3.01     Within  ninety  (90)  days after the Closing (the "Post Closing Date"),
the  Sellers  will  deliver  to  Purchaser a copy of the audited Closing Balance
Sheet  prepared  by  Seller's accountant along with any supporting documentation
reasonably requested by Purchaser reflecting Company's calculation of Book Value
and  the  determination  of any deficit in Book Value in accordance with Section
2.02(a)  (the "Book Value Report").  The cost of the preparation of such audited
Closing  Balance  Sheet  shall  be  borne one-half (1/2) by Sellers and one-half
(1/2)  by  Purchaser.  Provided, however, Purchaser's obligation hereunder shall
not  exceed  the  sum of Ten Thousand Dollars ($10,000.00).  Within fifteen (15)
days  following  delivery to Purchaser of the Book Value Report, Purchaser shall
have  the  right  to  object  in  writing to the results contained  therein.  If
timely  objection  is  not  made by Purchaser to the Book Value Report, the Book
Value  Report shall become final and binding for purposes of this Agreement.  If
timely  objection is made by Purchaser to the Book Value Report, and Sellers and
Purchaser  are able to resolve their differences in writing within five (5) days
following  the  expiration  of such fifteen (15) day period, then the Book Value
Report  as  resolved  shall  become  final  and  binding  as  it relates to this
Agreement.  If  timely  objection is made by Purchaser to the Book Value Report,
and  Sellers  and  Purchasers are unable to resolve their differences in writing
within  such  period,  then  all  disputed  matters pertaining to the Book Value
Report  shall  be  submitted  to  and reviewed by an Arbitrator according to the
process  and  procedure  set  forth  in  Section  2.03  above.  Expenses  of the
Arbitration  shall  be  borne  one-half (1/2) by Purchaser and one-half (1/2) by
Sellers.  Each  party  shall be responsible for its own attorneys and accounting
fees.  Any  net  reduction  in the Purchase Price as a result of said adjustment
shall  be made in the manner set forth in Section 2.02(b) and shall be reflected
by  decreasing  the  face  amount  of  the Notes set forth in Section 2.04(c) in
proportion  to  Sellers'  ownership of the Company Shares.  The parties agree to
implement  any adjustments to any interest payment that may have been made prior
to  the  date  of such determination to reflect the adjustments set forth above.

3.02     Within  ninety (90) days after January 5, 2000, Sellers will deliver to
Purchaser a determination of Company's EBIT prepared by Company's Accountant for
the  period commencing January 1, 1999 and ending on the Closing Date along with
any  supporting documentation reasonably requested by Purchaser.  Company's EBIT
shall  be  prepared  using  the same accounting methods, policies, practices and
procedures  with  consistent  classifications,  judgments,  estimations  and
methodologies  as  used  in  the  preparation of the December 31, 1998 unaudited
Balance  Sheet.  Within  ninety  (90) days after January 5, 2000, Purchaser will
deliver  to  Sellers  a  determination  of  the  Company's  EBIT  for the period
commencing on the Closing Date and ending January 5, 2000 and a determination of
the  EBIT  of  Purchaser's  Columbus  Division  along  with  any  supporting
documentation  reasonably  requested  by  Sellers.  Incident  to  said  EBIT
determination,  a  1.8%  royalty fee (MAS 1.5% and Adfund .3%) on gross sales by
Company  during  said  period  shall  be  made  incident  to  said determination
commencing  with  the  time  that  the  ASTEA conversion has been implemented at
Company  and  a  1.8%  royalty  fee  (MAS 1.5% and Adfund .3%) on gross sales by
Purchaser's  Columbus  Division shall be made incident to said determination for
the period commencing the day after the Closing Date and ending January 5, 2000.
Within  thirty  (30)  days following delivery of such reports, the parties shall
have  the  right  to  object  in  writing  to  the  results  contained  in  such
determination.  If  timely  objection  is  not  made  by  any  party  of  such
determination,  such  determination  shall  become final and binding.  If timely
objection  is  made  by any party, and Purchaser and Sellers are able to resolve
their  differences  in  writing within ten (10) days following the expiration of
the  EBIT  objection  period,  then  such determination as resolved shall become
final  and binding as it relates to this Agreement.  If timely objection is made
by  either  party,  and  Sellers  and  Purchaser  are  unable  to  resolve their
differences in writing within ten (10) days following the expiration of the EBIT
objection  period,  then  all  disputed  matters relating to the report shall be
submitted  to  and  reviewed  by  an  Arbitrator  according  to  the process and
procedure set forth in Section 3.01above.  The expenses of the arbitration shall
be  borne  one-half (1/2) by Purchaser and one-half by Sellers  Each party shall
be  responsible  for its own attorney and accounting fees.  Any net reduction in
the  Purchase  Price  as a result of said adjustment shall be made in the manner
set  forth  in  Section  2.02(b)  and  shall be reflected by decreasing the face
amount  of  the  Notes  set  forth  in Section 2.04(c) in proportion to Sellers'
ownership of the Company Shares.  The parties agree to implement any adjustments
to  any  interest  payments  that  may  have been made prior to the date of such
determination  to  reflect  the  adjustment  set  forth  above.


                                   ARTICLE IV

4.     Representations  of  Sellers.  Except  as  set  forth  in  the Disclosure
       ----------------------------
Schedule  attached  hereto, which identifies the specific sections to which each
such  disclosure  relates,  Sellers,  jointly  and  severally  (except  for
representations and warranties made by an individual Seller which only relate to
that  specific  Seller (i.e. such as ownership of the Company Shares), which are
made  severally  only),  represent,  warrant  and covenant to Purchaser that the
following  statements  are  true  as  of  the  date hereof and shall be true and
correct  as  of  the  Closing  Date  as  if  made  again at and as of that time:

4.01     Organization  and  Good  Standing.  Except  as  disclosed in Disclosure
         ---------------------------------
Schedule  4.01, Company is a corporation duly organized, validly existing and in
good  standing  under  the  laws  of  the  State  of  Ohio and has all requisite
corporate  power  and  authority to own, lease and operate its properties and to
carry  on  its  business  as  it  is  now being conducted, and is duly licensed,
authorized  and  qualified  to  do  business  and  in  good  standing  in  all
jurisdictions  in  which the conduct of its business or the ownership or leasing
of  its  properties  require  it  to  be  so licensed, author-ized or qualified.
Copies  of  Company's  Articles  of Incorporation and By-Laws and any amendments
thereto  (certified  to  be  correct  by  the  Secretary  of  Company) have been
delivered  to  Purchaser  and  are  complete  and correct as of the date hereof.
Disclosure  Schedule  4.01  correctly  lists,  with  respect  to  Company,  each
jurisdiction,  if  any,  in  which  it  is qualified to do business as a foreign
corporation.

4.02     Capitalization.  The  authorized  capital  stock  of  Company  consists
         --------------
solely  of  500  common shares, without par value, of which 50 shares are issued
and  outstanding.  Company  has 77 treasury shares.  The issued and out-standing
common  shares  of  Company  are  held by the following persons in the following
numbers:

          Name  of  Shareholder          Number  of  Shares  Held
          ---------------------          ------------------------

               T.  Schneider       -        25  shares
               R.  Leas            -        25  shares

     Company has no authorized or outstanding preferred stock or any other class
of  stock.  The  Company Shares have been duly authorized and validly issued and
are  fully  paid  and  nonassessable.  The  Company  Shares  have been issued in
compliance  with all applicable federal and state securities laws and no past or
present holder thereof is entitled to any right of rescission in respect thereof
and  no  documentary  taxes  or  other  taxes  were required with respect to the
issuance  or  transfer  of  such  Company  Shares.  There  are  no  existing
subscriptions,  options  warrants,  calls,  rights,  contracts,  commitments,
understandings,  restrictions  or arrangements relating to the issuance, sale or
transfer  of  any capital stock of Company or any securities convertible into or
exchangeable  for  any  such  capital  stock.

4.03     Title  to  Shares.  Sellers  own,  respectively,  the number of Company
         -----------------
Shares  set  forth opposite each of their names in Section 4.02 hereof, free and
clear of all Liens.  The transfer of the Company Shares to Purchaser will convey
good  and  marketable  title to the Company Shares, free and clear of all Liens.

4.04     Subsidiaries.  Company  has  no  subsidiaries.
         ------------

4.05     Authority.  This  Agreement  is  a valid and binding obligation of each
         ---------
Seller,  enforceable  in accordance with its terms except as such enforceability
may  be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally, or by the availability
of  equitable  remedies  or  the  application  of  general equitable principles.
Except  as  set  forth  in  Disclosure  Schedule 4.05, neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby  will:

     (i)     violate,  or conflict with, or require any Consent under, or result
in  a  breach  of any provisions of, or constitute a default (or an event which,
with  notice  or  lapse  of  time or both, would constitute a default) under, or
result  in  the  termination  of,  or accelerate the performance required by, or
result  in  the  creation  of  any  Lien upon any of the properties or assets of
Company  under  any  of  the  terms, conditions or provisions of the Articles of
Incorporation  or  Bylaws  of Company or of any note, bond, mortgage, indenture,
deed  of  trust,  license,  agreement or other instrument or obligation to which
Company,  or  any Seller is a party, or by which Company or any Seller or any of
their  properties  or  assets  may  be  bound  or  affected;  or

     (ii)     violate  any  order,  writ,  injunction  or  decree  applicable to
Sellers  or Company or any of their properties or assets or, to the knowledge of
Sellers,  violate  any  statute,  rule  or  regulation  applicable to Sellers or
Company  or  any  of  their  properties  or  assets;  or

     (iii)     constitute a default or event that, with notice or lapse of time,
or  both,  would  be  a  default,  breach,  or  violation of any lease, license,
promissory  note,  conditional  sales contract, commitment, indenture, mortgage,
deed  of trust or other agreement, instrument or arrangement to which Company is
a  party  or  by  which  it  is  bound;  or

     (iv)     constitute  an  event that would permit any party to terminate any
agreement  or to accelerate the maturity of any indebtedness or other obligation
of  Company;  or

     (v)     no  Consent  by,  notice  to  or registration with any Governmental
Authority  is  required on the part of Sellers or Company prior or subsequent to
the  Closing  Date in connection with the execution, delivery and performance by
Sellers  of  this  Agreement  or  the  consummation  of  any of the transactions
contemplated  hereby.

4.06     Closing  Balance  Sheet.  The  Closing  Balance  Sheet,  which shall be
         -----------------------
attached  hereto  as Exhibit "D" on the Post-Closing Date, will reflect only the
assets  and  liabilities  of Company as of the Closing Date and will not include
any  assets  or  liabilities of any corporation or entity except Company.  As of
the  Closing  Date,  Company  will  not  have any liabilities (whether absolute,
accrued,  contingent  or  otherwise and whether due or to become due), including
without  limitation,  any  tax  liabilities of the nature required by GAAP to be
reflected  or  reserved  against  in  the  Closing  Balance Sheet, which are not
accurately and fully reflected or reserved against in the Closing Balance Sheet;
provided,  however,  that  the Closing Balance Sheet shall not be accompanied by
notes  and  shall  not  include  normal year-end adjustments (if any) other than
depreciation or any other accrual of the nature set forth on Disclosure Schedule
4.06,  attached  hereto,  which  are  not  material  in  the  aggregate.

4.07     Year  End  Financials.
         ---------------------

     (a)     The  Year  End  Financials  have been provided to Purchaser, are in
accordance  with  the  books  and  records of Company, and have been prepared in
accordance  with GAAP as applied by Company on a consistent basis throughout the
periods  covered by such statements and fairly represent the financial condition
of  Company  as of the respective dates and the results of operations of Company
for  the  period  then ended.  Except as stated in the Year End Financials or as
otherwise  set  forth in Disclosure Schedule 4.07(a), there have been no unusual
accounting  practices  engaged in which have affected the amount or trend of net
income  of  Company,  or  any  unusual  or nonrecurring transactions, during the
periods  reflected  in  the  Year  End  Financials.

     (b)     Absence  of  Undisclosed  Liability.   Except  as  to  the  extent
             -----------------------------------
specifically  reflected  in  the  Year  End Financials or otherwise set forth in
Disclosure  Schedule  4.07(b),  and  except  for trade payables, liabilities and
contractual  obligations  arising  in  the ordinary course of business since the
date of Company's 1998 unaudited financial statements, Company does not have any
other  liabilities  of  any nature, whether accrued, absolute or  contingent, or
otherwise,  and  whether due, or to become due of the nature required by GAAP to
have  been  reflected  or  reserved  against  in  financial  statements.

     (c)     No  Liabilities  as  Guarantor.   Except as set forth in Disclosure
             ------------------------------
Schedule 4.07(c), Company is not directly or indirectly obligated to guaranty or
assume  any  debt,  dividend,  or  other  obligation of any person, corporation,
association,  partnership,  or  other  entity,  except  endorsements made in the
ordinary  course  of  business  in  connection  with  the  deposit  of items for
collection.

     (d)     Absence  of  Material  Change.  Except  as  set forth in Disclosure
             -----------------------------
Schedule  4.07(d)  or  as  otherwise set forth in this Agreement or the Exhibits
hereto,  since  December  31,  1998,  there  has  not  been:

          (i)     any  change  in  the  condition  (financial  or  otherwise),
properties,  business,  operations  or  prospects of Company which is materially
adverse,  singly  or  in  the  aggregate;

          (ii)     any  material  loss, damage or destruction in the nature of a
casualty  loss  or  otherwise,  whether  covered  by insurance or not, adversely
affecting  any  property  or  asset  of  Company;

          (iii)     an  actual  or any threatened strike or other material labor
trouble  or  material  dispute;

          (iv)     any  loss  or any threatened loss of any governmental permit,
license,  qualification,  special  charter  or  certificate of authority held or
enjoyed  or  formerly  held  or  enjoyed  by  Company which loss has had or upon
occurrence  would  have  a  material  effect, singly or in the aggregate, on the
condition  (financial  or  otherwise),  properties,  business,  operations  or
prospects  of  Company;

          (v)     to  the  knowledge  of  the  Sellers, any statute, regulation,
order,  ordinance  or  other law the adoption, amendment or rescission  of which
have  a material effect, singly or in the aggregate, on the condition (financial
or  otherwise),  properties,  business,  operations  or  prospects  of  Company;

          (vi)     any  indebtedness, liability or obligation (whether absolute,
accrued,  contingent  or  otherwise)  incurred  by Company, or other transaction
entered  into  by  Company,  other  than  in the ordinary course of business and
consistent  with  past practice, or any guarantee of any indebtedness, liability
or  obligation  made  by  Company;

          (vii)     any declaration, setting aside or payment of any dividend or
other  distributions  in  respect  of  any  capital  stock  of  Company;

          (viii)     any  issuance, sale, combination or reclassification of any
capital  stock  or  other  securities  of  Company;

          (ix)     any  issuance  or grant of any option, warrant or other right
in  respect  of  any  capital  stock  or  other  securities  of  Company;

          (x)     any  direct  or  indirect  redemption,  purchase  or  other
acquisition  of  any  capital  stock  or  other  securities  of  Company;

          (xi)     any  obligation,  liability,  Lien  or  encumbrance  paid,
discharged  or  satisfied  by  Company  other  than  in  the  ordinary course of
business;

          (xii)     any  mortgage,  Lien,  pledge, charge or encumbrance (except
for  liens  for  current  taxes  not  yet due and payable), created, incurred or
assumed  by  Company  other  than  in  the  ordinary  course  of  business;

          (xiii)     except  in  the  ordinary  course  of  business,  any sale,
transfer or other disposition of any tangible asset of Company, any cancellation
of any debt or claim of Company or any disposition of any intangible properties,
assets  or  rights  of  Company;

          (xiv)     any salary or wage increase granted or committed to be made,
other  than  normal  merit  or  cost-of-living  increases  pursuant to Company's
general prevailing practices, with respect to any officer, director, employee or
agent  of  Company,  or  any  bonus,  incentive or deferred compensation, profit
sharing,  retirement,  pension,  group  insurance, death benefit or other fringe
benefit  plan  or  trust  agreement entered into or amended or any employment or
consulting  agreement  entered  into  or  amended  or  altered;

          (xv)     any  termination  (whether  by  discharge,  retirement  or
otherwise)  of any officer, director, employee or agent of Company or any notice
to  so  terminate  given  or  received  by  any  of  the  foregoing;

          (xvi)     any  loan  made,  increased  or  forgiven  to  any  officer,
director,  employee  or  agent  of  Company  or  to  any  member of any of their
families;

          (xvii)     any  capital  expenditure,  addition or improvement made or
committed  to  be  made  by  Company in excess of $10,000.00 with respect to any
single  expenditure,  addition  or  improvement  or in excess of $20,000.00 with
respect  to  all  such  expenditures,  additions  and  improvements;

          (xviii)     any failure on the part of Company to operate its business
in  the  ordinary  course  or  to  use its best efforts to preserve its business
organization intact, to retain the services of its employees and to preserve its
goodwill  and relationships with suppliers, creditors and others having business
relationships  with  it;

          (xix)     any  known  material  loss  of  business,  termination  or
discontinuance  of  any relationship or dispute between Company and any customer
or  supplier;

          (xx)     any  loss,  amendment,  termination or waiver of any material
right  of  Company  other  than  in  the  ordinary  course  of  business;

          (xxi)     any  known  write-off  as  uncollectible  of  any  notes  or
accounts  receivable,  or  any  portions  thereof,  in excess of $10,000.00 with
respect to any single note or account or in excess of $20,000.00 with respect to
all  such  write-offs;

     Purchaser  acknowledges  that on or before Closing, Company shall have paid
off  all outstanding liabilities due to its current or past shareholders, in the
respective  amounts  as  set  forth  on  Disclosure  Schedule  4.07(d).

4.08     Assets.  Except  as  provided  in Disclosure Schedule 4.08, Company has
         ------
good and marketable title to all of its assets and properties, real, personal or
otherwise,  including, but not limited to, those assets and properties reflected
in  Company's  December  31,  1998  financial statements, except only for assets
subsequently  disposed  of in the ordinary course of business, free and clear of
all  Liens, except (a) as specifically reflected thereon, (b) the Line of Credit
Indebtedness,  or (c) for Permitted Liens. To the best knowledge of Sellers, all
Company's  tangible  and  other  operating assets, property and equipment are in
good  operating  condition and repair, free of structural or material mechanical
defects  and conform with all applicable laws and regulations.  Without limiting
the  generality  of the foregoing, specific representations are set forth in the
following  subparagraphs  of  this  Section  4.08.

4.08.1     Accounts  Receivable.  All  Accounts Receivable of Company which have
           --------------------
arisen  in  connection with the Business or otherwise and which are reflected on
Company's December 31, 1998 financial statements, and all such receivables which
will  have  arisen  since  December  31,  1998  have  arisen only from bona fide
transactions in the ordinary course of business and represent valid, collectible
and  existing  claims.  Except  as  set forth on Disclosure Schedule 4.08.1, and
subject to customer credits, the payment of each Account Receivable will not, as
of  the Closing Date, be subject to any known defense, counterclaim or condition
(other  than  Company's  performance  in  the  ordinary  course  of  business)
whatsoever.  Disclosure  Schedule  4.08.1  hereto accurately lists, as of a date
within five (5) days of execution of this Agreement, and will list, as of a date
within  five  (5)  days  of  the Closing Date, all receivables arising out of or
relating  to  the  Business,  the  amount  owing  and the aging of such Accounts
Receivable.  Sellers  have provided Purchaser the opportunity to review complete
and  correct copies of all instruments, documents and agreements evidencing such
Accounts  Receivable  and  of  all instruments, documents or agreements, if any,
creating  security  therefor.

4.08.2     Vendor  Receivables.  All  Vendor  Receivables  of Company which have
           -------------------
arisen  in  connection with the Business or otherwise and which are reflected on
Company's December 31, 1998 financial statements and all such Vendor Receivables
which  have  arisen  since  December  31,  1998  have arisen only from bona fide
transactions in the ordinary course of business and represent valid, collectible
and  existing  claims.  Except  as  set forth in Disclosure Schedule 4.08.2, the
payment  of  each Vendor Receivable will not, as of the Closing Date, be subject
to any known defense, counterclaim or condition whatsoever.  Disclosure Schedule
4.08.2  hereto  accurately  lists,  as  of  a  date  within five (5) days of the
execution of this Agreement, and will list, as of a date within five (5) days of
the  Closing  Date,  all  Vendor  Receivables  arising out of or relating to the
Business,  the  amount  owing and the aging of such Vendor Receivables.  Sellers
have provided Purchaser the opportunity to review complete and correct copies of
all instruments, documents and agreements evidencing such Vendor Receivables and
of  all  instruments,  documents  and  agreements,  if  any,  creating  security
therefor.

4.08.3     Inventory.  Except  as  specifically described on Disclosure Schedule
           ---------
4.08.3,  all  inventory  reflected on the December 31, 1998 financial statements
consists  of  items  of quality and quantity which are usable or saleable in the
ordinary course of Business of Company in the conduct of its Business, and items
of  below  standard  quality  and  items  not usable or saleable in the ordinary
course  of Company's business have been written-down in value in accordance with
good  business  practices  to  estimated net realizable market value or adequate
reserves  have  been provided therefor.  The values at which the Inventories are
carried  on  the  December  31,  1998  financial  statement  reflect  the normal
valuation policy of Company in setting inventory at the lower of cost or market,
all in accordance with GAAP.  Except as set forth on Disclosure Schedule 4.08.3,
since December 31, 1998, Inventories have been maintained at normal and adequate
levels  for  the  continuation  of  the  Business  in  its normal course.  Since
December  31,  1998,  no change has occurred in such Inventories which affect or
will  affect the usability or salability thereof, no write-downs or write-ups of
the  value  of such Inventories has occurred and no additional amounts have been
reserved with respect to such Inventories.  Disclosure Schedule 4.08.3 lists the
location  of  all  Inventories together with a brief description of the type and
amount  at  each  location.

4.08.4     Real  Property.  Company  owns  no  real  property.
           --------------

4.08.5     Dealer  Agreements.  A  list  of  Company's  dealer agreements is set
           ------------------
forth  in  Disclosure  Schedule  4,08.

4.08.6     Intellectual  Property.
           ----------------------

     (a)     Title.  Disclosure  Schedule  4.08.6(a)  contains  a  complete  and
             -----
correct  list  and a brief description of all Intellectual Property described in
Section  1.37(a),  1.37(b)  and  1.37(c)  that is owned by Company and primarily
related  to,  used  in,  held  for  use in connection with, or necessary for the
conduct  of,  or  otherwise  material  to  the Business (the "Owned Intellectual
Property").  Company owns or has the exclusive right to use pursuant to license,
sublicense,  agreement or permission all of its Intellectual Property, free from
any  Liens (other than Permitted Lines).  No Affiliate of Seller owns or has any
interest  in  or  with  respect to any Company Intellectual Property and Company
Intellectual  Property  comprises all of the Intellectual Property necessary for
Company  to  conduct and operate the Business following the Closing as now being
conducted  by  Company.

     (b)     No  Infringement.  To  the knowledge of Sellers, the conduct of the
             ----------------
Business  does  not infringe or otherwise conflict with any rights of any Person
in  respect  of any Intellectual Property.  To the knowledge of Sellers, none of
Company  Intellectual Property is being infringed or otherwise used or available
for  use,  by  any  other  Person.

     (c)     Licensing  Arrangements.  Disclosure  Schedule 4.08.6(c) sets forth
             -----------------------
all agreements, arrangements or laws (i) pursuant to which Company has leased or
licensed Intellectual Property, or the use of Intellectual Property as otherwise
permitted (through non-assertion, settlement or similar agreements or otherwise)
to,  any  other  Person  and (ii) pursuant to which Company has had Intellectual
Property  licensed  to  it,  or has otherwise been permitted to use Intellectual
Property (through non-assertion, settlement or similar agreements or otherwise),
excluding  software  licensed  by Company for internal purposes, together with a
brief  description  of  the  Intellectual  Property covered thereby.  All of the
agreements  or  arrangements set forth in Disclosure Schedule 4.08.6(c), (x) are
in  full  force  and effect in accordance with their terms and no default exists
thereunder  by Company, or to the knowledge of Sellers, or other parties thereto
(y)  are  free and clear of all Liens other than Permitted Liens, and (z) except
as  set  forth  on  Disclosure  Schedule 4.08.6(c), do not contain any change in
control or other terms or conditions that will become applicable or inapplicable
as  a  result  of  the  consummation  of  the  transactions contemplated by this
Agreement.  Sellers  have delivered to Purchaser true and complete copies of all
licenses  and  arrangements  (including  amendments)  set  forth  on  Disclosure
Schedule  4.08.6(c).

     (d)     No  Intellectual  Property  Litigation.  To  Sellers' knowledge, no
             --------------------------------------
claim  or demand of any Person has been made nor is there any proceeding that is
pending,  or  to  the knowledge of Sellers, threatened, nor is there to Sellers'
knowledge,  a  reasonable  basis  therefor,  which  (i) challenges the rights of
Company  in  respect  of  any  of  the  Intellectual Property, (ii) asserts that
Company  is infringing or otherwise in conflict with, or is, except as set forth
in  Disclosure  Schedule  4.08.6(d),  required  to pay any royalty, license fee,
charge  or  other  amount  with  regard  to, any Intellectual Property, or (iii)
claims  that  any  default  exists  under any agreement or arrangement regarding
Intellectual  Property.  None  of  Company's Intellectual Property is subject to
any  outstanding  order,  ruling, decree, judgment or stipulation by or with any
court,  arbitrator,  or  administrative  agency,  or has been the subject of any
litigation  within  the  last  five  years,  whether or not resolved in favor of
Company.

     (e)     Due  Registration,  etc.  Company has no Intellectual Property that
             ------------------------
has been registered with, filed and/or issued by, as the case may be, the United
States Patent and Trademark Office, United States Copyright Office or such other
filing  offices,  domestic  or  foreign.

     (f)     Use  of  Name and Mark.  Except as set forth in Disclosure Schedule
             -----------------------
4.08.6(f),  there  are  no  restrictions  or  limitations pursuant to any order,
decisions,  injunctions,  judgements,  awards  or  decrees  of  any Governmental
Authority  on  Purchaser's  right  to  use  the  names  and  marks  set forth on
Disclosure  Schedule  4.08.6(a)  in  the  conduct  of  the Business as presently
carried  on  by  Company.

4.08.7     Motor  Vehicles.   Disclosure  Schedule  4.08.7 sets forth a complete
           ---------------
list  of  all  motor  vehicles  owned  by  Company.

4.09     Contracts.
         ---------

     (a)     Disclosure  Schedule  4.09  contains a complete and correct list of
all  agreements,  contracts,  commitments and other instruments and arrangements
(whether  written  or oral) of the types described below (x) by which Company or
under  which  Company  or  any  of  its assets, businesses or operations receive
benefits,  or  (y)  to  which Company is a party or by which Company is bound in
connection  with  the  Business  (the  "Contracts").

          (i)     leases,  licenses,  permits,  franchises,  insurance policies,
Governmental  Approvals and other contracts concerning or relating to the Leased
Real  Property  in  Sellers'  or  Company's  possession;

          (ii)     employment,  bonuses,  vacations,  pensions,  profit sharing,
retirement, stock options, stock purchases, employee discounts or other employee
benefits,  consulting, agency, collective bargaining or other similar contracts,
agreements,  and  other  instruments  and  arrangements  relating  to or for the
benefit  of  current,  future  or  former  employees, officers, directors, sales
representatives,  distributors,  dealers,  agents,  independent  contractors  or
consultants  which  involves  aggregate  annual  payments  in excess of $15,000;

          (iii)     loan  agreements,  indentures, letters of credit, mortgages,
security  agreements,  pledge  agreements,  deeds  of  trust,  bonds,  notes,
guarantees,  and  other  agreements and instruments relating to the borrowing of
money  or  obtaining  of  or  extension  of  credit;

          (iv)     brokerage  or  finder's  agreements;

          (v)     joint  venture,  partnership and similar contracts involving a
sharing  of  profits  or expenses, including, but not limited to, joint research
and  development  and  joint  marketing  contracts;

          (vi)     asset  purchase  agreements  and  other  acquisition  or
divestiture  agreements,  including, but not limited to, any agreements relating
to  the sale, lease or disposal of any assets owned by Company (other than sales
of  Inventory  in  the  ordinary  course  of  business)  or involving continuing
indemnity  or  other  obligations;

          (vii)     orders  and  other  contracts  for  the  purchase or sale of
Inventories,  materials,  supplies, products or services open or as to which any
liability  exists  as  of  the  date  hereof,  each  of which involves aggregate
payments  in  excess  of  $15,000;

          (viii)     contracts  with  respect to which the aggregate amount that
could  reasonably  expected  to  be  paid  or  received thereunder in the future
exceeds  $15,000;

          (ix)     sales  agency,  manufacturer's  representative,  marketing or
distributorship  agreements;

          (x)     contracts,  agreements  or  arrangements  with  respect to the
representation  of  the  Business  in  foreign  countries;

          (xi)     master  lease  agreements providing for the leasing of either
(a) personal property primarily used in, or held for use primarily in connection
with,  the  Business  and  (b)  other  personal  property;

          (xii)     contracts,  agreements  or  commitments  with  any director,
officer,  employee,  or  Affiliate of Company or any of the Sellers, or with any
holder  of  more than five percent (5%) of any class of capital stock of Company
outstanding  other  than  employment  contracts;  and

          (xiii)     any  other  contracts,  agreements  or commitments that are
material  to  the  Business.

     (b)     Sellers  have delivered to Purchaser complete and correct copies of
all  written  Contracts,  together  with  all  amendments  thereto, and accurate
descriptions  of all material terms of all oral Contracts, set forth or required
to  be  set  forth  in  Disclosure  Schedule  4.09.

     (c)     Company  has  not  received  notice of any plan or intention of any
party to any Contract to exercise any right to cancel or terminate any Contract.
To  the  best  knowledge of Sellers, there does not exist under any Contract any
event  of  default  or event or condition that, after notice or lapse of time or
both, would constitute a violation, breach or event of default thereunder on the
part  of  Company or, to the best knowledge of Sellers, any other party thereto,
except  as  set  forth in Disclosure Schedule 4.09 and except for such events or
conditions  that, individually and in the aggregate, (i) has not had or resulted
in,  and  will not have or result in a material effect on Company or its assets,
and  (ii)  has  not  and  will  not  materially impair the ability of Company to
perform  its  obligations  under  this  Agreement  and  under  the Other Sellers
Documents.  Except  as  set forth in Disclosure Schedule 4.09, no consent of any
third party is required under any Contract as a result of or in connection with,
and the enforceability of any Contract will not be affected in any manner by the
execution,  delivery  and  performance  of  this  Agreement  or any of the Other
Sellers  Documents or the consummation of the transactions contemplated thereby.

     (d)     Company  has  no  outstanding  power  of  attorney  relating to the
Business.

4.10     Labor  Disagreements.  In connection with the operation of the Business
         --------------------
of  Company or any other business previously operated by Company, (i) Company is
not  engaged in any unfair labor practice; (ii) Company has not been notified of
any  unfair  labor  practice charge or complaint against Company pending and, to
the  knowledge  of Sellers, no such charge or complaint is threatened before the
National  Labor Relations Board, any state labor relations board or any court or
tribunal; (iii) except as set forth on Disclosure Schedule 4.10, Company has not
been  notified  of  any  charge  or  claim filed at or with the Equal Employment
Opportunity  Commission,  any  state  agency  having similar jurisdiction or any
court  or  tribunal,  actually pending and, to the knowledge of Sellers, no such
charge  or  claim is threatened against Company in connection with the operation
of  the Business of Company; (iv) there is no labor strike, dispute, request for
representation,  slowdown  or  stoppage  actually  pending  against or affecting
Company  and,  to  the knowledge of Sellers, none is or has been threatened; (v)
Company  has  not  been  notified  of  any grievance which might have a material
effect  on  the  conduct  of  the  operations  of  the Business of Company; (vi)
Company  has no labor contracts or collective bargaining agreements with respect
to  any  Company Personnel; (vii) no labor organization or group of employees of
Company has made a demand for recognition or certification, and, to the Sellers'
knowledge, there are no representation or certification proceedings or petitions
seeking  a  representation proceeding presently pending or threatened in writing
to  be  brought  or  filed  with the National Labor Relations Board or any other
labor  relations tribunal or authority, and (viii) Company has not been notified
of  any  organizing  activities  involving  Company  pending  with  any  labor
organization  or  group  of  employees  of  Company.

4.11     Employee  Benefit  Information.
         ------------------------------

     (i)     Except  as  set  forth on Disclosure Schedule 4.11(i), Company does
not  maintain,  is  not  required  to  contribute to and has no liabilities with
respect  to  any Employee Benefit Plans and no Company Personnel or dependent of
such Company Personnel is entitled to any benefits except as provided for by the
provisions  of  such  Employee  Benefit  Plans  or  by  applicable  law.

     (ii)     Sellers  have  provided  Purchaser with (a) copies of all Employee
Benefit  Plans  or  in  the  case  of  any unwritten plan, a written description
thereof,  (b)  copies of any annual, financial or actuarial reports and Internal
Revenue  Service  determination  letters relating to such Employee Benefit Plans
and  (c)  copies  of  the  most recent summary plan descriptions (whether or not
required  to  be furnished under ERISA) and all material employee communications
relating  to  such  Employee Benefit Plans and distributed to Company Personnel.

     (iii)     Except  as set forth on Disclosure Schedule 4.11(iii), the events
contemplated  by  this Agreement (either alone or together with any other event)
will  not  (a)  entitle  any  Company  Personnel  to severance pay, unemployment
compensation,  or other similar payments under any Employee Benefit Plan or law,
(b) accelerate the time of payment or vesting or increase the amount of benefits
due  under  any  Employee Benefit Plan or compensation to any Company Personnel,
(c)  result  in  any  payments (including parachute payments) under any Employee
Benefit  Plan or law, becoming due to any Company Personnel, or (d) terminate or
modify  or  give  a third party a right to terminate or modify the provisions or
terms  of  any  Employee  Benefit  Plan.

     (iv)     The  Acme  Data  Systems,  Inc. Employee Savings Plan (the "401(k)
Plan") is qualified under Sections 401(a) and 401(k) of the Code and the related
trust  is  exempt  from  Tax under Section 501(a) of the Code and Company has no
other  employees'  savings  plans  qualified  under  Section 401(a) or any other
Section  of  the  Code.  The Internal Revenue Service has issued a determination
letter  that the prototype plan to which the 401(k) Plan relates is so qualified
and  nothing,  to Seller's knowledge, has occurred since the date of such letter
to  cause  the  letter  to  be no longer valid or effective assuming the plan is
amended  on  a  timely  basis  to  comply  with  changes  to  the Code, or other
legislative,  regulatory  or administrative requirements subject to the remedial
amendment  period applicable to such Act.  All contributions due with respect to
the  periods  ending  on or before the Closing Date to the 401(k) Plan have been
timely  made,  and  a  pro rata portion of the contributions (including matching
contributions)  for  the  plan  year in which the Closing Date occurs shall have
been  made  on or prior to the Closing Date for the period ending on the Closing
Date.  The  Acme  Data  Systems,  Inc.  Cafeteria  Plan  (the  "Cafeteria Plan")
satisfies  all  the  applicable  provisions  of  Section  125  of  the  Code.

     (v)     Neither  Company  nor any entity that is or was at any time treated
as  a  single employer with Company under Section 414(b), (c), (m) or (o) of the
Code  has  at  any  time  (a)  maintained,  contributed  to  or been required to
contribute  to  any  plan under which more than one employer makes contributions
(within  the  meaning  of  Section  4064(a)  of  ERISA)  or  any  plan that is a
multi-employer  plan  as  defined  in  Section  3(37)  of ERISA, (b) incurred or
expects  to  incur  any liability to the Pension Benefit Guaranty Corporation or
otherwise  under  Title  IV or ERISA (other than the payment of premiums none of
which  are  overdue) or (c) incurred or expects to incur liability in connection
with  an  "accumulated  funding deficiency" within the meaning of Section 412 of
the  Code  whether  or  not  waived.

     (vi)     Company  has,  in  the  conduct  of the affairs of the Business of
Company,  complied  in all material respects with all applicable laws, rules and
regulations  relating  to  the  employment of labor, including those relating to
wages,  hours, terms and conditions of employment, collective bargaining and the
payment  of  social  security  and  similar  Taxes.

     (vii)     Company  has  not  and  prior  to  the Closing Date will not have
suffered  a  "plant  closing"  or "mass layoff" within the meaning of the Worker
Adjustment  and  Retraining  Notification  Act  ("WARN").

     (viii)     To  Seller's knowledge, the Company has complied in all material
respects  with  the  Consolidated  Omnibus  Budget  Reconciliation  Act of 1984.

4.12     Burdensome  Obligations.  Except  for  agreements  described  in  the
         -----------------------
Disclosure  Statement  Exhibit  4.12,  Company  is  not a party to any so-called
requirements or similar type of contract limiting its freedom or latitude in the
purchase  of its inventory, equipment or other items.  Company is not subject to
or  bound  by  any  contract  or  other  obligation  whatsoever which materially
adversely  affects  its  business,  properties or prospects, except as expressly
disclosed  in  this  Agreement.

4.13     Lawful  Operations.  To  the best of Sellers' knowledge, the businesses
         ------------------
conducted  and properties owned or leased by Company conform with all Applicable
Laws  and  all permits and licenses, if any, that are required to enable Company
to  operate  its  Business  have  been  obtained.

4.14     Legal  Proceedings;  Claims.  Except  as  set  forth  in the Disclosure
         ---------------------------
Schedule  4.14, there are no decrees or order of any regulatory agency, court or
public  authority materially affecting the operations of Company, and Company is
not  a  party to any litigation or other judicial or administrative proceedings.
Except  as set forth in Disclosure Schedule 4.14, to Sellers' knowledge, neither
Company  nor  any  Seller  is  a  party  to  any  litigation  or other judicial,
administrative  or other proceeding pending or known by Sellers to be threatened
which  would  affect  Company's or Sellers' ability to perform this Agreement or
would  materially  affect the assets or operations of  Company; and, to the best
of  Sellers'  knowledge  there  are no claims in existence or threatened against
Company  or  any of its properties which may result in litigation.  There are no
known  existing  violations  of  any  Federal,  State,  local or foreign laws or
regulations  which  might  materially  affect  the properties, assets, business,
financial  condition  or  corporate  status  of  Company;  and Company is not in
default  with  respect  to  any  order  or decree of any court or administrative
regulatory  agency.

4.15     Taxes.
         -----

     A.     Company  has:

          (i)     Except  as  set forth in Disclosure Schedule 4.16, prepared in
accordance  with  reasonable  interpretations of all Applicable Laws, and timely
filed  all  Tax  Returns  required to be filed or sent by it with respect to any
Taxes;  copies of all Company federal and state income Tax Returns since January
1,  1994  have  been  provided  to  Purchaser;

          (ii)     timely  paid  all  Taxes that are shown as due and payable on
said  Tax  Returns;

          (iii)     established  on  its  books  and  records  reserves that are
adequate  for  the  payment  of  all  Taxes  not  yet  due  and  payable;

          (iv)     complied  with  all  Applicable  Laws,  rules and regulations
relating  to  the  payment and withholding of Taxes and have timely and properly
withheld  from  employee  wages  and  paid  over  to  the  proper  Governmental
Authorities  all  amounts  required  to  be  so withheld and paid over under all
Applicable Laws.  There are no liens for Taxes upon the assets of Company except
for  Liens  for  Taxes  not  yet  due.  Company  is not a party to any agreement
providing  for  the  allocation,  sharing  or  indemnification  of  Taxes;

          (v)     that,  except  as reflected or reserved against in the Balance
Sheet  of  Company  as of June 30, 1999, Company as of such date had no deferred
tax liabilities of any nature and Sellers represent and warrant that they do not
know  nor  do  they  have  any  reasonable  grounds to know of any basis for any
deferred  tax liability in any amount not fully reflected or reserved against in
the  Balance  Sheet  as  of  June  30,  1999;

          (vi)     that  all  deductions  taken on all the Company's tax returns
have  been  properly deducted by Company pursuant to pertinent provisions of the
Internal  Revenue  Code.

          To  Sellers'  knowledge,  Company  is not currently under audit by any
Governmental  Authority  for  any  Taxes  and  has  not  extended the statute of
limitations  relating to the filing of a Tax Return or the payment of any Taxes.

     B.     Sellers  represent  that:

          (i)     there  has  been  no  consent  filed with the Internal Revenue
Service  under  Section  341(f)  of  the  Code;  and

          (ii)     Each  Seller  shall  be  responsible  for his or its federal,
state and local income taxes relating to or arising from his or its ownership of
Company  Shares.

4.16     Environmental  Compliance.
         -------------------------

     (i)     To  Seller's  knowledge, Company is not in violation, or alleged to
be in violation, of any Environmental Laws which would have a material effect on
the  Business,

     (ii)     Company  has  not  received a notice, complaint, order, directive,
claim  or  citation  from  any  third  party,  including  without limitation any
federal,  state  or  local  governmental  authority,  (A)  that Company has been
identified  by  the  Unites  States Environmental Protection Agency ("EPA") as a
potentially  responsible party under CERCLA with respect to a site listed on the
National  Priorities List, 40 CFR Part 300 Appendix B, or the CERCLA Information
System;  (B)  that  any Hazardous Materials which Company has generated, stored,
transported  or  disposed  of  has been released at any site at which a federal,
state  or  local  agency  has conducted or has ordered that any person conduct a
remedial  investigation,  removal  or  other  response  action  pursuant  to any
Environmental  Law  or  has named Company as a potentially responsible party; or
(C)  that  Company  is  or  shall  be named party to any claim, action, cause of
action,  complaint,  or  legal  or  administrative  proceeding  (in  each  case,
contingent  or  otherwise) arising out of any third party's incurrence of costs,
expenses,  losses  or  damages  of  any  kind  whatsoever in connection with the
release  of  Hazardous  Materials.

     (iii)     To  the  knowledge  of Sellers, (A) no portion of the property of
Company  has  been  used  for  the  handling, processing, storage or disposal of
Hazardous  Materials  except  in  compliance  in  all  material  respects  with
applicable  Environmental  Laws;  and  no  underground tank or other underground
storage  receptacle containing or formerly containing any Hazardous Materials is
located  on  any  portion  of any of the properties currently or formerly owned,
operated  or  leased by Company or any of its Affiliates during Company's or any
of  its  Affiliate's ownership, operation or lease of the properties; (B) in the
course  of  any  activities  conducted  by  Company  or  operators  of Company's
properties,  no Hazardous Materials have been generated or are being used on the
property  except  in  compliance  in  all  material  respects  with  applicable
Environmental  Laws;  (C) there have been no releases (i.e., any past or present
releasing,  spilling,  leaking,  leaching, pumping, pouring, emitting, emptying,
discharging,  injecting,  escaping, disposing or dumping) or threatened releases
of Hazardous Materials on, upon, into or from the property currently or formerly
owned, operated or leased by Company or any of its Affiliates during or prior to
Company's  or  any  of  its  Affiliate's  ownership,  operation  or lease, which
releases  would  have  a  material effect on the value of any of the property or
adjacent  properties  or  the  environment;  and  (D)  in addition any Hazardous
Materials,  that  have  been  generated  or  stored  by  Company  or  any of its
Affiliates  on  any  of  the  currently  or  formerly  owned, operated or leased
property  of  Company  have been transported off site only by carriers having an
identification  number  issued  by  the  EPA  and treated or disposed of only by
treatment  or  disposal  facilities  maintaining valid permits as required under
applicable  Environmental  Laws, which transporters and facilities have been and
are  operating  in  material  compliance  with  such  permits  and  applicable
Environmental  Laws or, if any transporter or facility has not been or is not in
material compliance, such failure would not have a material effect on Company or
any  of  its  Affiliates.

     (iv)     Sellers  have  provided  to  Purchaser all environmentally related
audits,  studies,  reports,  analyses (including soil and groundwater analysis),
and  results  of  investigations  that  have  been performed with respect to the
currently  or previously owned, leased, or operated properties of Company or any
of  its  Affiliates,  and  that  are  in  the  possession of Company, any of its
Affiliates  or  Sellers.

     (v)     There  is not now nor, to the knowledge of Sellers, have there been
located  at  any  of the properties of Company, whether owned or leased asbestos
containing  material  or  equipment  containing  polychlorinated  biphenyls  in
violation  of  any  applicable  Environmental  Law.

     (vi)     Company  currently  holds, and at all times has held, all required
federal,  state,  and  local  permits,  licenses,  certificates  and  approvals
necessary to Company's Business ("Environmental Permits").  Company has not been
notified  by  any  relevant Governmental Authority that any Environmental Permit
will  be  modified,  suspended, canceled or revoked, or cannot be renewed in the
ordinary  course  of  business,  which  modification,  suspense,  cancellation,
revocation  or  non-renewal could affect in any material way the manner in which
Company  operates  Company's  Business.

4.17     Insurance.  Company  maintains  policies  of  fire,  extended coverage,
         ---------
liability  and  other  forms  of insurance covering its Business, properties and
assets  in amounts and against such losses and risks as are generally maintained
for  comparable businesses and properties, and valid policies for such insurance
will  be outstanding and duly in force through and on the Closing Date. Attached
hereto  as Disclosure Schedule 4.17 is a complete list of all insurance policies
owned  by  Company,  indicating  risks  insured against, carrier, policy number,
amount  of  coverage,  premiums  and  expiration  dates.

4.18     Books  and  Records.  The  books  of  account  of Company substantially
         -------------------
reflect  all  its  known  material items of income and expense and all its known
material  assets,  liabilities  and  accruals.  The  corporate  minute  books of
Company  are  substantially  complete  as  to  the  records of substantially all
substantial  proceedings of incorporators, shareholders and directors, and there
are  no substantial and material minutes or records of the proceedings of any of
said person not included therein.  The share ledgers and share certificate books
contain  a complete and accurate record of all issuances and transfers of shares
in  Company.

4.19     Certain  Interests.  Except  as  set forth in Disclosure Schedule 4.19,
         ------------------
Sellers  do not directly or indirectly own any interest in any corporation, firm
or enterprise engaged in a business competitive with Company, except (i) Company
Shares  or  (ii)  any passive investment by Sellers in the stock of any publicly
held  corporation  which  is  not  in  excess  of five percent of the issued and
outstanding  capital  stock  of  such  corporation.

4.20     Officers  and Directors; Certain Payments.  Disclosure Schedule 4.20 is
         -----------------------------------------
a  true and complete list showing (a) the names of all officers and directors of
Company  and the directorships and officerships in Company held by each; (b) the
names and address of each financial institution in which Company has an account,
safe  deposit  box or investment account, the names of all persons authorized to
draw  thereon  or  to have access thereto, and the nature of such authorization;
and  (c)  the  names of all persons holding tax or other powers of attorney from
Company  and  a  summary  statement  of  the  terms  thereof.

4.21     Commissions  or  Brokers  Fees.  Neither  Company  nor  any  Seller has
         ------------------------------
incurred  any  liability  to  any  person for financial advice, finder's fees or
brokerage  commission  with  respect  to  the  transactions contemplated by this
Agreement,  which  liability  may  be asserted against Company, Purchaser or any
affiliate  of  Purchaser,  except  for  Sellers'  engagement  of Growth Managers
Advisors,  Inc.,  whose  fee  shall  be  paid  by  Sellers.

4.22     Assets  Necessary  to the Business.  Company owns, leases, licenses, or
         ----------------------------------
has  the  right  to  use  all  assets  and  properties (tangible and intangible)
necessary  to carry on its Business and operations as presently conducted.  Such
assets and properties are all of the assets and properties necessary to carry on
the  Business  of  Company  as  presently  conducted and, except as set forth in
Disclosure  Schedule  4.22,  none  of  the  Sellers  (other  than  through their
ownership  of stock in Company) nor any member of their respective families owns
or  leases  or has any interest in any assets or properties presently being used
to  carry  on  the  Business  of  Company.

4.23     Absence  of  Certain  Business  Practices.  Neither  Company,  nor  any
         -----------------------------------------
officer,  employee  or  agent  of  Company,  nor  any other Person acting on its
behalf,  has, directly or indirectly, within the past five years given or agreed
to  give  any  gift,  bribe, rebate or kickback or otherwise provide any similar
benefit to any customer, supplier, governmental employee or any other Person who
is  or may be in a position to help or hinder Company or the Business (or assist
Company  in  connection  with any actual or proposed transaction relating to the
Business  or  any  other  business  previously  operated  by  Company) (i) which
subjected or might have subjected Company to any damage or penalty in any civil,
criminal  or  governmental  litigation or proceeding, (ii) which if not given in
the past, might have had a material effect on Company or its assets, (iii) which
if  not  continued in the future, might have a material effect on Company or its
assets  or  subject  Company  to  suit or penalty in any private or governmental
litigation  or  proceeding,  (iv)  for  any of the purposes described in Section
162(c)  of  the  Code  or (v) for the purpose of establishing or maintaining any
concealed  fund  or  concealed  bank  account.

4.24     Transactions  with  Affiliates.  Except  as  disclosed  on  Disclosure
         ------------------------------
Schedule  4.24,  there  is  no  lease,  sublease,  contract,  agreement or other
arrangement  of  any  kind whatsoever entered into by Company with any Seller or
with  any  Affiliate  of  any  Seller, except such of the foregoing which may be
terminated at Closing by Purchaser without further liability.  Prior to Closing,
all  indebtedness  owed  by  any  Seller  to  Company  shall  be  repaid.

4.25     Territorial  Restrictions.  Except  as described in Disclosure Schedule
         -------------------------
4.25,  Company  is not restricted by any written agreement or understanding with
any  other  Person  (excluding Applicable Laws of Governmental Authorities) from
carrying  on  the  Business anywhere in the world.  Neither Purchaser nor any of
its  affiliates  will,  as a result of its acquisition of Company Shares, become
restricted  in carrying on the Business anywhere in the world as a result of any
Contract or other agreement to which Company is a party or by which it is bound.

4.26     Customers.   Disclosure  Schedule  4.26  includes a correct list of the
         ---------
twenty-five  (25)  largest  customers  for  Company for each of the past two (2)
fiscal  years and the amount of business done by Company with each such customer
for  each  year.  None of the Sellers have any knowledge or information, and are
aware  of  any  facts indicating that any of the customers will or intend to (a)
cease  doing  business with Company; (b) materially alter the amount of business
they are presently doing with Company; or (c) not do business with Company after
the  Closing  Date.

4.27     Suppliers.   Disclosure  Schedule  4.27  sets  forth  the  names of and
         ---------
description  of  contractual arrangements (whether or not binding or in writing)
with  the  fifteen  (15)  largest suppliers of Company and any sole suppliers of
significant  goods or services (other than electricity, gas, telephone or water)
to Company with respect to which practical alternative sources of supply are not
readily  available on comparable terms and conditions.  None of the Sellers have
any  knowledge  or information, or are aware of any facts indicating that any of
the  suppliers  of  Company  will  or  intend  to  (a) cease doing business with
Company;  (b)  materially  alter the amount of business they are presently doing
with  Company;  or  (c)  not  do  business  with Company after the Closing Date.

4.28     Product  Liability.   Except  as  set forth in Disclosure Schedule 4.28
         ------------------
and  for  warranties  under  Applicable  Law,

     (a)     there  are no warranties, express or implied, written or oral, with
respect  to  the  products  of  the  Business;

     (b)     to  Seller's  knowledge, there are no pending or threatened  claims
with  respect  to  any  warranty;  and

     (c)     Company  does  not have, and to the best knowledge of Sellers, will
not  have,  any liability, after the Closing, with respect to any such warranty,
whether  known  or  unknown,  absolute,  accrued,  contingent,  or otherwise and
whether  due  or  to  become  due.

4.29     Disclosure.  No  representation  or warranty made by any Seller in this
         ----------
Agreement  and no exhibit, certificate or documents furnished or to be furnished
by  any  Seller  pursuant  hereto  contains  or  will  contain  any known untrue
statement  of  a  material  fact  or  omits or will omit any known material fact
necessary in order to make the statements contained therein not misleading.  The
Sellers  have  no  knowledge  of  any  factors  materially  affecting the future
prospects  of Company's Business which have not been disclosed in this Agreement
and  the  Disclosure  Schedule.

4.30     On  October  15,  1998, Company redeemed all the issued and outstanding
shares  of common stock of Company owned by Michael Steiff pursuant to the terms
and conditions contained in the Stock Redemption Agreement dated the 15th day of
October  15,  1998.  In connection with the redemption of shares of common stock
from  Michael  Steiff,  the Sellers represent and warrant that Company disclosed
all  materials  terms,  conditions  and  considerations  regarding  Company that
occurred  prior to the redemption.  In making such disclosures to Michael Steiff
and in redeeming shares of common stock of Michael Steiff, the Sellers represent
and  warrant  that  the  Company did not make any untrue statement of a material
fact  or omit to state a material fact necessary to make all such statements and
disclosures  not  misleading.  Sellers  shall  indemnify  and  hold  harmless
Purchaser,  its  successors  and assigns, against all loss, liability, damage or
expenses  (including,  without  limitation,  interest,  penalties and reasonable
attorneys'  fees)  arising  from  or in connection with any misrepresentation or
material  omission  or breach of the representations and warranties set forth in
this  paragraph  to  the  extent  set  forth  in  Article  XI of this Agreement.

4.31     Any disclosure that is made by Sellers in the Disclosure Schedule under
the  terms  of  this Agreement that are designated as pertaining to a particular
Section  of  the Disclosure Schedule shall constitute a disclosure for any other
Section  of  the  Disclosure  Schedule  to  the  extent  applicable.

                                    ARTICLE V

5.     Representations  of  Purchaser.   Purchaser  represents,  warrants  and
       ------------------------------
covenants  to  Sellers  that  the  following  statements are true as of the date
hereof  and shall be true and correct as of the Closing Date as if made again at
and  as  of  that  time.

5.01     Organization.  Purchaser  is  a  corporation  duly  organized,  validly
         ------------
existing  and  in good standing under  the laws of the State of Delaware and has
all  the  requisite  corporate power and authority to own, lease and operate its
properties  and  to  carry  on  its  business  as  it  is  now  being conducted.

5.02     Authority.  This  Agreement  is  a  valid  and  binding  obligation  of
         ---------
Purchaser,  enforceable  in  accordance  with  its  terms  except  as  such
enforceability  may  be  limited  by  bankruptcy,  insolvency,  reorganization,
moratorium  or similar laws relating to or limiting creditors' rights generally,
or  by  the  availability  of  equitable  remedies or the application of general
equitable  principles.  Except as set forth in Disclosure Schedule 5.02, neither
the  execution  and  delivery  of  this  Agreement  nor  the consummation of the
transactions  contemplated  hereby  will:

     (i)     violate,  or conflict with, or require any Consent under, or result
in  a  breach  of any provisions of, or constitute a default (or an event which,
with  notice  or  lapse  of  time or both, would constitute a default) under, or
result  in  the  termination  of,  or accelerate the performance required by, or
result  in  the  creation  of  any  Lien upon any of the properties or assets of
Purchaser  under  any  of the terms, conditions or provisions of the Articles of
Incorporation  or Bylaws of Purchaser or of any note, bond, mortgage, indenture,
deed  of  trust,  license,  agreement or other instrument or obligation to which
Purchaser  is  a party, or by which Purchaser or any of its properties or assets
may  be  bound  or  affected,  or

     (ii)     violate  any  order,  writ,  injunction  or  decree  applicable to
Purchaser  or any of its properties or assets or, to the knowledge of Purchaser,
violate  any  statute,  rule or regulation applicable to Purchaser or any of its
properties  or  assets;  or

     (iii)     constitute a default or event that, with notice or lapse of time,
or  both,  would  be  a  default,  breach,  or  violation of any lease, license,
promissory  note,  conditional  sales contract, commitment, indenture, mortgage,
deed  of  trust or other agreement, instrument or arrangement to which Purchaser
is  a  party  or  by  which  it  is  bound;  or

     (iv)     constitute  an  event that would permit any party to terminate any
agreement  or to accelerate the maturity of any indebtedness or other obligation
of  Purchaser.

     (v)     no  Consent  by,  notice  to  or registration with any Governmental
Authority  is  required  on  the  part  of  Purchaser prior or subsequent to the
Closing  Date  in  connection  with  the  execution, delivery and performance by
Purchaser  of  this  Agreement  or  the  consummation of any of the transactions
contemplated  hereby.

5.03     Commissions or Brokers' Fees.  Purchaser has not incurred any liability
         ----------------------------
to  any  person for financial advice, finder's fees or brokerage commission with
respect  to the transactions contemplated by this Agreement, which liability may
be  asserted  against  any  Seller  or  Company.

5.04     MD&  A  Update
         --------------

     Since  April  5,  1999,  there  has  been no material adverse change in the
results  of  operations  or  financial condition of Purchaser, nor are there any
demands,  commitments,  events  or  uncertainties known to Purchaser which could
affect  Purchaser's liquidity, capital resources, or results or operations as of
the  date  hereof  (other  than  those  previously disclosed by Purchaser in its
periodic  reports  filed with the Securities and Exchange Commission) that would
require  discussion  in  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of Operations ("MD&A") prepared in accordance with Item
303  of  Regulation S-K promulgated by the Securities and Exchange Commission if
such  MD&A  were  required  to  be  updated  through  the  date  hereof.

5.05     Shares.
         ------

     The  shares  of Common Stock of Purchaser which are to be issued to Sellers
have  been duly authorized and, when issued in accordance with the terms of this
Agreement, will be validly issued and outstanding, fully paid and nonassessable.
Purchaser  common  stock  is properly listed and authorized for quotation on the
NASDAQ  National  Market  System.

5.06     Accredited  Investor.
         --------------------

     Purchaser  hereby  certifies  the  following:

     (a)     Purchaser  has  such  knowledge  and  experience  in  financial and
business  matters and has retained competent legal and accounting representation
to  enable  it  to  evaluate the merits and risks of its purchase of the Company
Shares  and  has  determined  to  bear  and afford the economic risks of such an
investment;

     (b)     Purchaser has had access to all material information concerning the
Company,  its  business and financial condition and all information necessary to
verify  the  accuracy  of  such  information;  and

     (c)     Purchaser  has  had the opportunity to ask questions of and receive
answers  from  the  Company's  directors  and  officers  regarding the Company's
business  and  financial  condition.


                                   ARTICLE VI

6.01     Release by Sellers.  Each Seller, as of the Closing Date, shall release
         ------------------
and  discharge  Company  from  all  actions, claims or demands of every kind and
nature  which  any of the Sellers have or may have against Company whether based
upon  contract  or  otherwise,  arising  before the execution of this Agreement.
Nothing contained herein shall constitute a release of any rights of the Sellers
arising  under  this  Agreement,  of any claims under any Employee Benefit Plans
currently  maintained  by  Company,  or with respect to anything which may occur
after  the  Closing  Date.


                                   ARTICLE VII

7.01     Covenants  Not  to  Compete.  As inducement for and in consideration of
         ---------------------------
Purchaser  entering  into  this  Agreement,  the Sellers shall each enter into a
non-competition  agreement.  Such  non-competition  agreements  are set forth in
Exhibits  E  and  E-1  attached  hereto  and  made  a  part  hereof.


                                  ARTICLE VIII

8.01     Employment  Agreement.  Upon the Closing Date, Company shall enter into
         ---------------------
an Employment Agreements with T. Schneider.  A copy of said Employment Agreement
is  attached  hereto  and  made  a  part  hereof  as  Exhibit  F.


                                   ARTICLE IX

9.1     Covenants  of  Sellers.
        ----------------------

9.01.1     Further  Actions.
           ----------------

     Sellers  will,  as  promptly as practicable, file or supply, or cause to be
filed  or  supplied, all applications, notifications and information required to
be filed or supplied by them or Company pursuant to Applicable Law in connection
with  this  Agreement,  the  Other Sellers Documents and the consummation of the
other  transactions  contemplated  hereby.

9.01.2     Further  Assurances.  Following the Closing, Sellers shall, and shall
           -------------------
cause  each  of  their Affiliates and Company to, from time to time, execute and
deliver  such  additional  instruments, documents, conveyances or assurances and
take such other actions as shall be necessary, or otherwise reasonably requested
by  Purchaser,  to confirm and assure the rights and obligations provided for in
this  Agreement  and  in  the  Other  Sellers Documents and render effective the
consummation  of  the  transactions  contemplated  thereby. Without limiting the
generality  of  the  foregoing, the parties specifically contemplate closing the
transactions  contemplated  herein  prior  to  the  time that full compliance by
Sellers  with  the  conditions  precedent  set forth in Section 12.01(2) will be
practicable.  As  a  result,  notwithstanding  the  Closing, this Section 9.01.4
shall require prompt delivery thereafter by Sellers of the consents, instruments
and  agreements  called  for  herein,  including  in  Section  12.01(2).

9.01.3     Liability  for  Transfer  Taxes. Sellers shall be responsible for the
           -------------------------------
timely  payment  of,  and  shall indemnify and hold harmless Purchaser and their
Affiliates against, all sales, income, use, value added, documentary, stamp, and
any  other taxes and fees attributable or arising out of the sale of the Company
Shares  by Sellers to Purchaser.  Sellers represent to Purchaser that there will
be  no  tax  liability to Company arising out of the sale of the Company Shares.


                                    ARTICLE X

10.01     Covenants  of  Purchaser.
          ------------------------

10.01.1     Further  Actions.
            ----------------

     Purchaser  will, as promptly as practicable, file or supply, or cause to be
filed  or  supplied, all applications, notifications and information required to
be  filed  or  supplied by it pursuant to applicable law in connection with this
Agreement,  the  Other  Sellers  Documents  and  the  consummation  of the other
transactions  contemplated  hereby.

10.01.2     Tax  Elections.  Purchaser  will not file any election under Section
            --------------
338  of the Code with respect to this Agreement or the transactions contemplated
herein.

10.01.3     Further  Assurances.  Following  the  Closing,  Purchaser shall, and
            -------------------
shall  cause  each  of its Affiliates and Company to, from time to time, execute
and  deliver  such  additional instruments, documents, conveyances or assurances
and  take  such  other  actions  as  shall be necessary, or otherwise reasonably
requested  by Sellers, to confirm and assure the rights and obligations provided
for  in  this  Agreement and in the Other Sellers Documents and render effective
the consummation of the transactions contemplated thereby.  Without limiting the
generality  of  the  foregoing, the parties specifically contemplate closing the
transactions  contemplated herein prior to the time that compliance by Purchaser
with  the  conditions  precedent  set  forth in Section 13.02(7) relating to the
releases  of any of the Sellers of their guaranties of any of the Line of Credit
Indebtedness  will  be  practicable.  As  a result, notwithstanding the Closing,
this  Section  10.01.4  shall require prompt delivery thereafter by Purchaser of
the  instruments  and  agreements called for herein, including that contained in
Section  13.02(7).


                                   ARTICLE XI

11.01     Survival  of  Representations and Warranties.  The Parties acknowledge
          --------------------------------------------
and  agree  that  all  the representations, covenants, warranties and agreements
contained  in  this  Agreement  or  in  any  agreement,  instrument,  exhibit,
certificate,  schedule or other document delivered in connection herewith, shall
survive  the  Closing  and  shall  be  binding  upon  the  party  giving  such
representation,  covenant,  warranty or agreement and shall be fully enforceable
to  the  extent  provided  for  in Sections 11.04 and 11.05 hereof, at law or in
equity,  for  the  period  beginning on the date of Closing and ending three (3)
years  there-after,  except  for  the representations, warranties and agreements
designated  and  identified  in  Section  4.01,  4.02,  4.03, 4.05, 4.08 through
4.08.7,  4.15,  4.16,  5.01  and 5.02, which shall survive the Closing and shall
terminate  in  accordance  with  the  statutes  of  limitation governing written
contracts  and  Exhibits  E  and  E-1  and  F, which shall terminate as provided
therein.

11.02     Reliance Upon and Enforcement of Warranties and Agreements of Sellers.
          ---------------------------------------------------------------------
Each  Seller hereby agrees that, notwithstanding any right of Purchaser to fully
investigate  the  affairs  of  Company,  and  notwithstanding knowledge of facts
determined  or determinable by Purchaser pursuant to such investigation or right
of  investigation,  Purchaser  has  the  right  to  rely  fully  upon  the
representations,  covenants,  warranties and agreements of each Seller contained
in  this  Agreement and upon the accuracy of any document, schedule, certificate
or  exhibit  given  or delivered to Purchaser pursuant to the provisions of this
Agreement.

11.03     Reliance  Upon  and  Enforcement  of  Representations,  Warranties and
          ----------------------------------------------------------------------
Agreements  of  Purchaser.  Purchaser  hereby  agrees  that, notwithstanding any
     --------------------
right  of  Sellers  to  fully  investigate  the  affairs  of  Purchaser  and
notwithstanding  knowledge  of  facts  determined  or  determinable  by  Sellers
pursuant to such investigation or right of investigation, Sellers have the right
to  rely fully upon the representations, covenants, warranties and agreements of
Purchaser  contained  in  this  Agreement and upon the accuracy of any document,
certificate  or exhibit given or delivered to Sellers pursuant to the provisions
of  this  Agreement.

11.04     Indemnification by Sellers.  Each Seller, jointly and severally, shall
          --------------------------
indemnify  Purchaser against and hold it harmless from any Losses resulting from
or  arising  out of any inaccuracy in or breach of any representation, warranty,
covenant  or  obligation  made  or incurred by any Seller herein or in any other
agreement,  instrument or document delivered by any Seller pursuant to the terms
of  this  Agreement.  Subject  to  the  limitations in Section 11.10 hereof, any
amounts  to  which  Purchaser,  its  successors  or  assigns,  is  entitled  to
indemnification  pursuant  to  the  provisions  of  this Section shall be offset
against  the  amounts  payable  to Sellers under the Notes (including proceeding
against  Sellers  for  any amounts that may have been previously paid to Sellers
under  the Notes).  Provided, however, the offset in any one year may not exceed
the  aggregate  amount  of  principal  and  interest  due  on  said  applicable
subordinated promissory notes for said year and then against any amounts payable
to  Sellers  under  Section  2.03.

11.05     Indemnification  by  Purchaser.  Purchaser agrees to defend, indemnify
          ------------------------------
and hold harmless the Sellers from, against and in respect of any and all Losses
resulting  from  or  arising  out  of  an  inaccuracy  in or other breach of any
representation,  warranty, covenant, or obligation made or incurred by Purchaser
herein  or in any other agreement, instrument or document delivered by Purchaser
pursuant  to  the  terms  of  this  Agreement.

11.06     Notification  of  and  Participation  in  Claims.
          ------------------------------------------------

     (a)     No  claim  for  indemnification shall arise until notice thereof is
given  to  the  party from whom  indemnity is sought (the "Indemnifying Party").
Such  notice  shall be sent to the Indemnifying Party within ten (10) days after
the  party asserting such right to indemnity (the "Party to be Indemnified") has
received  notification  of  such  claim,  but failure to notify the Indemnifying
Party  shall  in  no  event  prejudice the rights of the Party to be Indemnified
under  this Agreement, unless the Indemnifying Party shall be prejudiced by such
failure  and  then  only to the extent of such prejudice.  In the event that any
legal  proceeding  shall be instituted or any claim or demand is asserted by any
third  party  in  respect  of which Sellers on the one hand, or Purchaser on the
other  hand,  may  have  an  obligation  to indemnify the other, the Party to be
Indemnified  shall  give  or cause to be given to the Indemnifying Party written
notice  thereof  and  the Indemnifying Party shall have the right, at its option
and  expense, to participate in the defense of such proceeding, claim or demand,
but not to control the defense, negotiation or settlement thereof, which control
shall  at  all  times  rest  with  the  Party  to  be  Indemnified,  unless  the
Indemnifying  Party  irrevocably  acknowledges  in  writing  full  and  complete
responsibility  for  and  agrees  to  provide indemnification of the Party to be
Indemnified,  in  which  case  such  Indemnifying  Party may assume such control
through counsel of its choice and at its expense.  In the event the Indemnifying
Party  assumes  control  of  the  defense,  the  Indemnifying Party shall not be
responsible  for  the legal costs and expenses of the Party to be Indemnified in
the  event  the  Party  to  be Indemnified decides to join in such defense.  The
Parties  agree  to  cooperate  fully  with  each  other  in  connection with the
mitigation,  defense,  negotiation  or  settlement of any such third party legal
proceeding,  claim  or  demand.

     (b)     If  the  Party  to be Indemnified is also the party controlling the
defense,  negotiation  or  settlement  of  any  matter,  and  if the Party to be
Indemnified  determines  to  compromise  the matter, the Party to be Indemnified
shall  immediately  advise the Indemnifying Party of the terms and conditions of
the  proposed  settlement.  If  the  Indemnifying  Party  agrees  to accept such
proposal,  the  Party to be Indemnified shall proceed to conclude the settlement
of  the matter, and the Indemnifying Party shall immediately indemnify the Party
to  be  Indemnified pursuant to the terms of Sections 11.04 and 11.05 hereunder,
subject  to  the  limitations  set  forth  elsewhere in this Section 11.  If the
Indemnifying  Party  does  not  agree  within  fourteen  (14) days to accept the
settlement  (said 14-day period to begin on the first business day following the
date  such  party  receives  a  complete  copy  of the settlement proposal), the
Indemnifying Party shall immediately assume control of the defense, negotia-tion
or  settlement  thereof,  at that Indemnifying Party's expense.  Thereafter, the
Party  to  be Indemnified shall be indemnified in the entirety for any liability
arising  out of the ultimate defenses, negotiation or settlement of such matter.

     (c)     If  the  Indemnifying  Party  is the party controlling the defense,
negotiation  or  settlement of any matter, and the Indemnifying Party determines
to  compromise  the  matter, the Indemnifying Party shall immediately advise the
Party  to  be Indemnified of the terms and conditions of the proposed settlement
and  irrevocably  acknowledge  in writing full and complete responsi-bility for,
and  agree  to  provide, indemnification of the Party to be Indemnified.  If the
Party  to  be Indemnified agrees to accept such proposal, the Indemnifying Party
shall proceed to conclude the settlement of the matter and immediately indemnify
the  Party  to  be  Indemnified pursuant to the terms of Sections 11.04 or 11.05
hereunder.  If  the  Party to be Indemnified does not agree within fourteen (14)
days to accept the settlement (said 14-day period to begin on the first business
day  following  the  date  such Party receives a complete copy of the settlement
proposal),  the  Party to be Indemnified shall immediately assume control of the
defense,  negotiation  or  settlement  thereof, at the Party to be Indemnified's
expense.  If  the final amount paid to resolve the claim is less than the amount
of  the  original  proposed  settlement made by the Indemnifying Party, then the
Party  to be Indemnified shall receive such indemnification pursuant to Sections
11.04  or  11.05 hereof, including any and all expenses incurred by the Party to
be  Indemnified  incurred  in  connection  with  the  defense,  negotiation  or
settlement  of  such matter.  If the amount finally paid to resolve the claim is
equal to or greater than the amount of the original proposed settlement proposed
by  the  Indemnifying  Party,  then  the  Indemnifying  Party  shall  provide
indemnification  pursuant  to  Sections  11.04  and  11.05 for the amount of the
original  settlement proposal submitted by the Indemnifying Party, and the Party
to be Indemnified shall be responsible for all amounts in excess of the original
settlement  proposal  submitted  by  the  Indemnifying  Party  and all costs and
expenses  incurred  by  the  Party  to  be  Indemnified  in connection with such
defense,  negotiation  or  settlement.

11.07     Provisions  of  General  Application.  With  respect  to  any right of
          ------------------------------------
indemnification  arising  under  this  Agreement, the following provisions shall
apply:

     (a)     Procedures.  The Party to be Indemnified and the Indemnifying Party
             ----------
agree  to cooperate in the defense of any third party claim or action subject to
this  Section  11,  to  permit  the  cooperation  and participation of the other
parties in any such claim or action, and to promptly notify the other parties of
the  occurrence of any indemnified event or any material developments or amounts
due  respecting  any  indemnification  event.

     (b)     No  Implications.   Neither  the  rights  of  any  Party  to
             ----------------
indemnification from another Party nor the obligations of any Party to indemnify
another  Party, under this Agreement, shall in any way imply or create, and each
Party  specifically  disclaims,  any responsibility whatsoever by such Party for
any  other  Party's  liabilities  to  any other person or entity or Governmental
Authority.

     (c)     Insurance.   Prior  to  enforcing  any  claim  for  indemnification
             ---------
against the Indemnifying Party under this Agreement, the Party to be Indemnified
shall  administratively  file  in  good  faith  with  any insurers all forms and
submissions  required  by applicable policies for the proceeds or other benefits
of  insurance coverage, if any, applicable to the claim or event from which such
indemnification  right  arose.  In the event that insurance proceeds are paid to
the  Party  to  be  Indemnified  respecting an event to which an indemnification
right  applies  hereunder,  such  indemnification  right shall apply only to the
extent  that  the  amount  of damages indemnified against exceeds such insurance
proceeds  actually  paid  to the Party to be Indemnified; provided however, that
collection  by judicial or legal process of such insurance proceeds shall not be
a  condition  precedent  to  asserting or collecting such indemnification claims
under  this Agreement.  If the Indemnifying Party incurs indemnity costs or pays
indemnity  damages  under  this  Agreement,  and  the  Party  to  be Indemnified
subsequently  receives  insurance proceeds for the same claim or event, then the
Party  to be Indemnified shall refund such indemnity costs or damage payments to
the Indemnifying Party from such insurance proceeds to the extent that the Party
to  be  Indemnified  has  received benefits from both sources (i.e., payments of
indemnity  damages  from  the Indemnifying Party and such insurance proceeds) in
excess  of  the  amount of indemnifiable damages incurred by or asserted against
the  Party  to  be  Indemnified.

     (d)     Mitigation.    The Party to be Indemnified shall use its good faith
             ----------
efforts  to  mitigate  any  claim  or  loss by any third party hereunder and the
Indemnifying  Party  shall  be  entitled  to  participate in and coordinate such
mitigation  with  the  Party  to  be  Indemnified.

11.08     Assignment  and  Accounting  for  Benefits.    To  the extent that the
          ------------------------------------------
Indemnifying Party shall have actually paid indemnity damages to or on behalf of
the  Party  to  be  Indemnified,  the  Party  to  be  Indemnified  shall  make a
non-exclusive  assignment  (to the extent permitted under applicable law) to the
Indemnifying  Party  (as  their interest may appear) of the remedies, rights and
claims, if any, of the Party to be Indemnified against any and all third parties
for  the  same  liability,  including,  but not limited to, remedies, rights and
claims  against  (i)  liability insurers and other insurance companies, and (ii)
any  other  person  which  has  indemnified the Party to be Indemnified for such
liability.  The  parties  shall  cooperate reasonably in the pursuit of any such
remedies,  rights  and  claims.

11.09     Exclusive  Remedy.   Anything contained in this Agreement or the Other
          -----------------
Seller Documents to the contrary notwithstanding, the indemnification rights set
forth  in  this  Section 11, all of which are subject to the terms, limitations,
and restrictions of this Section 11, shall be the exclusive remedy after Closing
against  the Sellers and/or Purchaser for monetary damages sustained as a result
of  a  breach  of  a representation, warranty, covenant, or agreement under this
Agreement.  Such  limitations  set forth in this Section 11 shall not impair the
rights  of  any  of  the  parties:  (a)  to  seek non-monetary equitable relief,
including  (without  limitation)  specific  performance  or injunctive relief to
redress  any  default  or  breach of this Agreement; or (b) to seek enforcement,
collection,  damages,  or  such  non-monetary  equitable  relief  to redress any
subsequent  default  or  breach  of  any  employment  agreement, non-competition
agreement,  transfer document, assumption, consent, or agreement to be delivered
at  Closing  hereunder.   In  connection  with  the  seeking of any non-monetary
equitable  relief,  each  of  the Parties acknowledges and agrees that the other
Parties  hereto  would  be  damaged  irreparably  in  the  event that any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached.  Accordingly, each of the Parties hereto agrees
that the other Party hereto shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and the terms and provisions hereof in any competent court having
jurisdiction  over  the  Parties.

11.10     Limitation  on  Liability.
          -------------------------

     (a)     Notwithstanding  anything  contained  herein  to  the  contrary, no
claims  for indemnification shall be made by Purchaser against the Sellers until
such  time  as  all  claims hereunder exceed Seven Thousand Five Hundred Dollars
($7,500.00) and then indemnification shall be made only to the extent such claim
or  claims  exceed  Seven  Thousand  Five  Hundred  Dollars  ($7,500.00)  in the
aggregate.  In  addition,  notwithstanding  anything  contained  herein  to  the
contrary,  the  maximum  aggregate liability that the Sellers may be required to
pay to Purchaser under this Agreement shall be limited to an amount equal to Two
Million  Six  Thousand  Two  Hundred  Dollars ($2,006,200) plus the total of all
amounts paid to Sellers by Purchaser pursuant to Section 2.03 of this Agreement.

     (b)     Notwithstanding  anything  contained herein to the contrary, in the
event that Company would discover any assets that are currently not reflected on
its  financial  statements  and of which any of the Sellers have no knowledge of
such  assets'  existence,  Purchaser  shall not have any right to make any claim
against  Sellers  for any tax liability that may arise out of the recordation of
said  item(s)  into the financial statements of Company, provided, that the fair
market  value  of  such  unrecorded items is in excess of the tax liability.  It
being  the  intent  of  the  parties  that  Seller shall not incur an obligation
hereunder  to  the  extent  that  Company  and/or  Purchaser  receives a current
economic  benefit that is in excess of the tax liability or other liability that
arises  as  a  result  of  the recognition of said item(s) for financial and tax
reporting  purposes.


                                   ARTICLE XII
                               /EXPRESS CONDITIONS
                               -------------------

12.01     Notwithstanding  anything  herein  to  the  contrary,  Purchaser's
obligations  hereunder  are  subject  to  the  following  conditions:

     (a)     Purchaser  shall  have  obtained  from its primary lender, Deutsche
Financial  Services  Company,  consent  to  the  transaction.

     (b)     Approval  of  the  Board  of  Directors  of  Purchaser;

     (c)     Purchaser  has  completed  its  due diligence investiga-tion of the
books  and  records  and  business  prospects  of  Company  to its satisfaction.

     The  contingencies  set  forth  in this Section shall have all been met, or
rejected  in  writing,  by Purchaser and Sellers where applicable, no later than
August  ___,  1999.

                                  ARTICLE XIII

13.     Conditions  Precedent to the Obligations of Each Party.  The obligations
        ------------------------------------------------------
of  the  Parties  to  consummate  the  transactions contemplated hereby shall be
subject  to  the  fulfillment, on or prior to the Closing Date, of the following
conditions:

     1.     No  Injunction,  Etc.  The  consummation  of  the  transaction
            ---------------------
contemplated  hereby  shall  not  have  been  restrained,  enjoined or otherwise
prohibited  by  any  Applicable  Law, including any order, injunction, decree or
judgment  of  any  Court  or  other  Governmental  Authority.  No Court or other
Governmental  Authority shall have determined any Applicable Law to make illegal
the consummation of the transactions contemplated hereby or by the other Sellers
Documents,  and  no  proceeding  with  respect  to  the  application of any such
Applicable  Law  to  such  effect  shall  be  pending.

13.01     Conditions  Precedent  to Purchaser's Obligations.  The obligations of
          -------------------------------------------------
Purchaser to consummate the transactions contemplated hereby shall be subject to
the  fulfillment (or waiver by Purchaser, in its sole discretion) on or prior to
the  Closing Date of the following additional conditions, which Sellers agree to
use  reasonable  good  faith  efforts  to  cause  to  be  fulfilled:

     1.     Representations, Performance.  The representations and warranties of
            ----------------------------
Sellers contained in this Agreement and in the Other Sellers Documents (i) shall
be  true  and  correct  in  all  respects  (in the case of any representation or
warranty  containing any materiality qualification)  or in all material respects
(in  the  case  of  any  representation  or  warranty  without  any  materiality
qualification)  at  and  as  of  the date hereof, and (ii) shall be repeated and
shall  be true and correct in all respects (in the case of any representation or
warranty  containing  any materiality qualification) or in all material respects
(in  the  case  of  any  representation  or  warranty  without  any  materiality
qualification) on and as of the Closing Date with the same effect as though made
on  and  as of the Closing Date.  Sellers shall have duly performed and complied
in  all  material  respects  with all agreements and conditions required by this
Agreement  and  each  of the Other Sellers Documents to be performed or complied
with  by  them prior to or on the Closing Date.  Sellers shall have delivered to
Purchaser  a  duly  authorized, properly executed certificate, dated the Closing
Date  to  the  foregoing  effect.

     2.     Consents.  Sellers  have  obtained  all  Consents  necessary  to
            --------
consummate  the  transactions  contemplated hereby, unless the failure to obtain
any  such  Consent  would  not  materially  adversely  affect the Company or its
assets.

     3.     No  Material Adverse Effect.  No event, occurrence, fact, condition,
            ---------------------------
change,  development or effect shall have occurred, exist or come to exist since
December  31, 1998 that, individually or in the aggregate, would have a material
adverse  effect  on  the  Company  or  its  assets.

     4.     Transfer  Documents  and  Other Miscellaneous Matters.  Sellers have
            -----------------------------------------------------
delivered  to  Purchaser, at or before the Closing, the following documents, all
of  which  shall be in form and substance reasonably acceptable to Purchaser and
its  counsel:

          (i)     A  certificate  or certificates for all of the Company Shares.
Such  certificate(s)  shall  be  in form for transfer, duly endorsed in blank by
Sellers,  or  with  appropriate  duly  executed  stock transfer powers attached;

          (ii)     Opinion  letter  of  Harris,  McClellan,  Binau  &  Cox, PPL,
counsel  for  Sellers,  addressed  to  Purchaser  and  dated  the  Closing Date;

          iii)     All  minute  books,  stock  certificates  and transfer books,
contracts,  policies of insurance, tax returns, records of every kind and nature
and  all  other  documents and writings belonging or relating to the Company and
its  corporate  organization,  business  and  assets;

          (iv)     Certificates,  dated  as of the most recent practicable date,
of  the  Secretary  of  State  of  Ohio  as  to  the  good  standing of Company;

           (v)     The  Disclosure  Schedule;

          (vi)     Copies  of  the  Certificate  of Incorporation and By-Laws of
Company,  certified  as  true  and  correct  by  an  officer  of  Company;

          (vii)     Such  resignations  of  officers and directors of Company as
Purchaser  may  request;  and

          (viii)     Such  other  documents  which  Purchaser  reasonably  deems
necessary  to  effectuate  this  Agreement.

     5.     Certain  Employment Agreement.  T. Schneider shall have entered into
            -----------------------------
the  Employment  Agreement  described  in  Section  8.01.

     6.     Covenant Not to Compete Agreements.  Sellers shall have entered into
            ----------------------------------
the  Covenant  Not to Compete Agreements in the form set forth in Exhibits E and
E-1.

     7.     Subordination  Agreement.  Sellers  shall  have  entered  into  the
            ------------------------
Subordination  Agreement  set  forth  in  Exhibit  "B".

     8.     Seller  shall  have executed the Investor's Representation Agreement
set  forth  in  Exhibit  C.

     9.     Cancellation  and Termination of Employment Agreements.  Company and
            ------------------------------------------------------
Thomas  J.  Schneider,  Rodney  Leas  and  Michael  Steiff  shall  enter into an
agreement  in form and content satisfactory to Purchaser's counsel canceling and
terminating  certain Employment Agreements between such Parties and the Company.

     10.     Current  Lease  Agreement.  The  current  Lease  Agreement  between
             -------------------------
Company  and  Advanced  Marketing  Group  shall  be  terminated  at  Closing and
Purchaser and Advanced Marketing Group shall enter into a new Lease Agreement at
a fair market rental rate to be determined by an appraisal to be obtained by the
parties.

     11.     Sellers  shall have executed any and all documentation necessary to
cancel  any existing buy-sell agreements between the shareholders along with any
and all obligations of Company under an insurance trust agreement dated the 16th
day  of  May,  1994.

13.02     Conditions  and  Obligations of Sellers.  The obligation of Sellers to
          ---------------------------------------
consummate  the  transactions  contemplated  hereby  shall  be  subject  to  the
fulfillment  (or waiver by the Sellers in their sole discretion), on or prior to
the Closing Date, of the following additional conditions, which Purchaser agrees
to  use  reasonable  good  faith  efforts  to  cause  to  be  fulfilled:

     1.     Representations, Performance.  The representations and warranties of
            ----------------------------
Purchaser contained in the Agreement or in the Other Sellers Documents (i) shall
be  true  and  correct  in  all  respects  (in the case of any representation or
warranty  containing  any materiality qualification) or in all material respects
(in  the  case  of  any  representation  or  warranty  without  any  materiality
qualification)  at  and  as  of  the date hereof, and (ii) shall be repeated and
shall  be true and correct in all respects (in the case of any representation or
warranty  containing  any materiality qualification) or in all material respects
(in  the  case  of  any  representation  or  warranty  without  any  materiality
qualification) on and as of the Closing Date with the same effect as though made
at  and  as  of  such  date.  Purchaser  has  duly performed and complied in all
material  respects with all agreements and conditions required by this Agreement
and  each  of the Other Sellers Documents to be performed or complied with by it
prior  to  or  on the Closing Date.  Purchaser shall have delivered to Sellers a
certificate dated the Closing Date and signed by its duly authorized officer, to
the  foregoing  effect.

     2.     Consents  and  Approvals.  Purchaser  have  obtained  all  Consents
            ------------------------
necessary  to  consummate  the  transactions  contemplated  hereby.

     3.     Consideration  and  Other Miscellaneous Deliveries.  Purchaser shall
            --------------------------------------------------
have delivered to Sellers at or before the Closing, the following documents, all
of  which  shall be in form and substance acceptable to Sellers and its counsel:

          (i)     A  certified  or  cashiers  checks  or  wire  transfer for the
aggregate  amount  to  be paid to each Seller at the Closing pursuant to Section
2.04(a)  hereof;

          (ii)     The  Notes  as  set  forth  in  Section  2.04(b);

          (iii)     The  common  stock  of Purchaser is delivered to each Seller
pursuant  to  Section  2.04(c)  hereof;

          (iv)     Certified  copies  of  the  corporation  actions  taken  by
Purchaser authorizing the execution, delivery and performance of this Agreement;

          (v)     A  Certificate  of  Good  Standing  for  Purchaser  from  the
Secretary  of State of Delaware dated no earlier than forty-five (45) days prior
to  the  Closing  Date;

          (vi)     Opinion  letter  of Lindhorst & Dreidame Co., L.P.A., counsel
for  Purchaser,  addressed  to  Sellers  and  dated  the  Closing  Date.

     4.     Certain Employment Agreements.  T. Schneider shall have entered into
            -----------------------------
the  employment  agreement  described  in  Section  8.01.

     5.     Covenant  Not  to Compete Agreements.  Sellers have entered into the
            ------------------------------------
Covenant  Not  to  Compete  Agreements  set  forth  in  Exhibits  D  and  D-1.

     6.     Subordination  Agreement.  Sellers  shall  have  entered  into  the
            ------------------------
Subordination  Agreement  set  forth  in  Exhibit  B.

     7.     Pay-off Line of Credit Indebtedness.  Simultaneous with the closing,
            -----------------------------------
Company  pays  off,  or  Purchaser  assumes, the Line of Credit Indebtedness and
incident  thereto procure the releases of any of the Sellers of their guarantees
of  any  of  the  Line  of  Credit  Indebtedness.

     8.     Other  Seller  Documents.  Purchaser shall have entered into each of
            ------------------------
the  Other  Seller  Documents  to  which  it  is  a  party.


                                   ARTICLE XIV

14.01     Closing.  The  Closing  of the sale and purchase of the Company Shares
          -------
(the  "Closing") shall take place on August 20, 1999 at the offices of Lindhorst
&  Dreidame, Cincinnati, Ohio, or at such other time and/or place as the parties
may mutually agree upon.  The Closing shall be deemed effective as of the day of
Closing.  The  day  on  which  the  Closing  actually occurs is herein sometimes
referred  to  as  the  Closing  Date.


                                   ARTICLE XV

15.     General  Provisions.
        -------------------

15.01     Further  Documents.  The Parties will, upon request at any time before
          ------------------
or  after  Closing,  execute,  deliver  and/or  furnish  all  such documents and
instruments,  and  do  or  cause  to be done all such acts and things, as may be
reasonably  necessary  to  carry  out  the purpose and intent of this Agreement.

15.02     Publicity.  Neither the Sellers, nor Company, nor Purchaser shall make
          ---------
any  public  announcements concerning this transaction without the prior written
consent  of  the  other Parties hereto.  Nothing herein contained shall restrict
Company  or  Purchaser  from  communicating  with  its employees concerning this
transaction.  Each  Party  shall keep such communication confidential, and shall
use its best efforts to prevent its respective employees from disseminating such
information  to  the  public.  Nothing  herein  contained  shall  prohibit  any
disclosure  that  is  required  by  law  or  a  court of competent jurisdiction.

15.03     Expenses.  Except  to  the  extent  otherwise  specifically  provided
          --------
herein,  Purchaser  will  bear  and  pay  all  of  its  expenses incident to the
transactions  contemplated  by this Agreement which are incurred by Purchaser or
its  representatives and Sellers shall bear and pay all of the expenses incident
to  the  transactions  contemplated  by  this  Agreement  which were incurred by
Sellers  or  their  representatives.

15.04     Notices.  All  notices  and  other  communications  required  by  this
          -------
Agreement  shall be in writing and shall be deemed given if delivered by hand or
mailed  by  registered  mail or certified mail, return receipt requested, to the
appropriate party at the following address (or at such other address for a party
as  shall  be  specified  by  notice  pursuant  hereto):

     (a)  If  to  Purchaser,  to:
          Pomeroy  Computer  Resources,  Inc.
          1020  Petersburg  Road
          Hebron,  Kentucky  41048

          With  a  copy  to:
          James  H.  Smith  III,  Esq.
          Lindhorst  &  Dreidame  Co.,  L.P.A.
          312  Walnut  Street,  Suite  2300
          Cincinnati,  Ohio  45201-4091

     (b)  If  to  Sellers,  to:
          Thomas  F.  Schneider
          7778  Pembrook  Drive
          Reynoldsburg,  Ohio  43068

          With  a  copy  to:
          James  B.  Harris,  Esq.
          Harris,  McClellan,  Binau  &  Cox
          37  West  Broad  Street,  Suite  950
          Columbus,  Ohio  43215-4159

15.05     Binding  Effect.  Except  as  may  be  otherwise provided herein, this
          ---------------
Agreement and all provisions hereof shall be binding upon and shall inure to the
benefit of the Parties hereto and their respective heirs, legal representatives,
successors  and  assigns.  Except  as  otherwise  provided in this Agreement, no
Party  shall assign its rights or obligations hereunder prior to Closing without
the  prior  written  consent  of  the  other  Party.

15.06     Headings.  The  headings in this Agreement are intended solely for the
          --------
convenience  of  reference  and  shall be given no effect in the construction or
interpretation  of  this  Agreement.

15.07     Schedules  and  Exhibits.  Schedules  and exhibits referred to in this
          ------------------------
Agreement  constitute  and integral part of this Agreement as if fully rewritten
herein.  Any  disclosure  made  on  any  Schedule  or Exhibit delivered pursuant
hereto shall be deemed to have been disclosed for purposes of any other Schedule
or  Exhibit  required  hereby.

15.08     Counterparts.  This  Agreement  may  be  executed  in  multiple
          ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
          --
constitute  together  one  and  the  same  document.

15.09     Governing  Law.  This  Agreement shall be construed in accordance with
          --------------
and  governed  by  the  laws  of  the  State  of  Ohio.

15.10     Severability.  If  any  provision  of  this  Agreement  shall  be held
          ------------
unenforceable,  invalid  or  void  to  any extent for any reason, such provision
shall  remain  in  force and effect to the maximum extent allowable, if any, and
the  enforceability  or  validity  of the remaining provisions of this Agreement
shall  not  be  affected  thereby.

15.11     Waivers,  Remedies  Accumulated.  No  waiver  of  any  right or option
          -------------------------------
hereunder  by  any Party shall operate as a waiver of any other right or option,
for  the  same  right  or option with respect to any subsequent occasion for its
exercise,  or  of any right to damages.  No waiver by any Party or any breach of
this  Agreement  or  of any representation or warranty contained herein shall be
held  to  constitute  a waiver of any other breach or a continuation of the same
breach.  All  remedies  provided in this Agreement are in addition to all of the
remedies  provided by law.  No waiver of any of the provisions of this Agreement
shall  be  valid  and enforceable unless such waiver is in writing and signed by
the  party  granting  the  same.

15.12     Entire  Agreement.  This Agreement and the agreements, instruments and
          -----------------
other  documents  to be delivered hereunder constitute the entire understand and
agreement  concerning  the  subject matter hereof.  All negotiations between the
Parties hereto are merged into this Agreement, and there are no representations,
warranties,  covenants,  understanding  or  agreements,  oral  or  otherwise, in
relation thereto between the Parties other than those incorporated herein and to
be  delivered  hereunder.  Except as otherwise expressed or contemplated by this
Agreement,  nothing  expressed or implied in this Agreement is intended or shall
be  construed  so  as to grant or refer on any person, firm or corporation other
than  the  Parties  hereto  any  rights or privileges hereunder.  No supplement,
modification  or amendment of this Agreement shall be binding unless executed in
writing  by  the  Parties  hereto.

15.13     Business Records.  Sellers shall be permitted to retain copies of such
          ----------------
books  and  records  relating  to  the  business  of  Company  as related to the
accounting  and  tax  matters  of  the business, and have access to all original
copies  of  records  so  delivered  to  Purchaser  at  reasonable times, for any
reasonable  business  purpose, for a period of six years after the Closing Date.

15.14     Construction of Agreement.  In the event this Agreement is interpreted
          -------------------------
by  any court of competent jurisdiction, no Party shall be deemed the drafter of
this  Agreement  and  such court of law shall not construe this Agreement or any
provision  thereof  against  any  Party  as  the  drafter  thereof.

15.15     Knowledge.  Whenever  in this Agreement the terms "knowledge" or "best
          ---------
knowledge"  are  used  with  respect  to  any  Party,  it  shall mean the actual
knowledge  of  the Party, or the officers and directors of the Party or Company,
as  applicable.

IN  WITNESS  WHEREOF,  the  Parties hereto have caused this Agreement to be duly
executed  as  of  the  day  and  year  first  above  written.

                               PURCHASER:

                               POMEROY  COMPUTER  RESOURCES,  INC.


                               By:  _______________________________

                               SELLERS:


                               ___________________________________
                              THOMAS  F.  SCHNEIDER


                              ___________________________________
                              RODNEY  LEAS

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