ASSET PURCHASE AGREEMENT
                                                      
                                                     
                                                      


          THIS ASSET PURCHASE  AGREEMENT (the "Agreement")  is made and  is
          entered into this ____ day of March, 1998, by, between and  among
          POMEROY COMPUTER RESOURCES,  INC., a  Delaware corporation,  (the
          "Purchaser"),  COMMERCIAL  BUSINESS  SYSTEMS,  INC.,  a  Virginia
          corporation (_Seller"),  THOMAS  M. CLAYTON  (_T.  Clayton_)  and
          STEVEN  SHAPIRO  (_S.  Shapiro_)  (T.  Clayton  and  S.   Shapiro
          hereinafter referred to  collectively as  the _Shareholders_  and
          individually as _Shareholder_). 

                                W I T N E S S E T H :

          WHEREAS, Seller  is  a full  service  provider of  a  variety  of
          computer service and support solutions  to large and medium  size
          commercial,  governmental   and  other   professional   customers
          throughout  the  States  of  Virginia  and  West  Virginia   (the
          _Business_); and

          WHEREAS, Seller also operates a depot repair and refurbishing  of
          products business for the telephone  industry which is not  being
          sold pursuant to this Agreement;

          WHEREAS, T. Clayton is the owner of forty-five (45) shares of the
          outstanding stock of Seller and S.  Shapiro is the owner of  five
          (5) shares of the  outstanding stock of  Seller, which stock,  in
          the aggregate,  constitute  100%  of  the  outstanding  stock  of
          Seller; and

          WHEREAS, Purchaser desires to purchase  certain of the assets  of
          Seller used in its Business and assume certain of the liabilities
          of Seller in connection with the Business, and Seller desires  to
          sell certain of  such assets,  subject to  such liabilities,  but
          only (i) upon the terms and  subject to the conditions set  forth
          in  this   Agreement,  (ii)   the  representations,   warranties,
          covenants,  indemnifications,  assurances  and  undertakings   of
          Seller,    Shareholders  and  of  Purchaser  contained  in   this
          Agreement,  (iii)  the  agreements  of  Seller  to  refrain  from
          competition with Purchaser for five (5) years from the closing of
          this transaction and  (iv) the agreement  of each Shareholder  to
          refrain from competition for the later of five (5) years from the
          Closing date  or one  (1)  year after  the  termination of  the  
          Shareholders'  employment  with  Purchaser  pursuant  to  and  in
          accordance  with,  the  terms  of  their  respective   Employment
          Agreements to be executed upon Closing. 

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


                                         1.
                                     DEFINITIONS
                                               
                                               
                                               
<PAGE>





          1.1          
                       
                       
               Affiliate.  "Affiliate" shall  have the meaning ascribed  to
               such term in Rule 405  promulgated under the Securities  Act
               of 1933, as amended.
          1.2                     
                                  
                                  
               Assumed Liabilities.    The "Assumed  Liabilities"  are  the
               liabilities of  Seller assumed  or paid  at Closing  by  the
               Purchaser  pursuant  to  Sections   3.1  and  3.2  of   this
               Agreement. 

          1.3               
                            
                            
               Balance Sheet.  The "Balance  Sheet" is the audited  balance
               sheet of Seller as of October  31,1997, included as part  of
               the Financial Statements. 

          1.4        
                     
                     
               Closing.  The  "Closing" shall  be the  consummation of  the
               transactions  contemplated   under   this   Asset   Purchase
               Agreement. 

          1.5             
                          
                          
               Closing Date.  The "Closing Date" shall be as of 10:00 a.m.,
               E.D.T., March 6, 1998.

          1.6     
                  
                  
               Code.  The "Code" is the  Internal Revenue Code of 1986,  as
               amended, 26 U.S.C. S1      
                                          
                                          
                                     et seq.

          1.7      
                   
                   
               Court.    A  "Court"  is  any  federal,  state,   municipal,
               domestic, foreign  or  other  governmental  tribunal  or  an
               arbitrator or person with similar power or authority.

          1.8                     
                                  
                                  
               Disclosure Schedule.    The  "Disclosure  Schedule"  is  the
               Disclosure Schedule  dated the  date of  this Agreement  and
               delivered by Seller to Purchaser.

          1.9            
                         
                         
               Encumbrance.   An "Encumbrance"  is any  security  interest,
               lien,  or  encumbrance     whether  imposed  by   agreement,
               understanding, law or otherwise, on any Purchased Assets (as
               defined herein).

          1.10               
                             
                             
               Excluded Assets.  An "Excluded Asset" is any asset set forth
               in Section 2.3. 

          1.11                     
                                   
                                   
               Financial Statements.   The "Financial  Statements" are  the
               audited financial statements  of Seller for  the year  ended
               October 31, 1997 and the unaudited financial statements  for
               the years  ended  October 31,  1996  and October  31,  1995,
               including any and all notes thereto. 

          1.12                    
                                  
                                  
               Governmental Entity.  A  "Governmental Entity" is any  Court
               or any federal, state, municipal, domestic, foreign or other
               administrative agency, department, commission, board, bureau
               or other governmental authority or instrumentality. 

          1.13         
                       
                       
               Knowledge.  _Knowledge of Seller and Shareholder_ shall mean
               the actual knowledge of any of the Shareholders. 

          1.14                
                              
                              
               Net Asset Amount.  _Net Asset Amount_ shall have the meaning
               set forth in Section 5.2. 
<PAGE>






          1.15                                         
                                                       
                                                       
               October 31, 1997 Pro Forma Balance Sheet.  The _October  31,
               1997 Pro Forma Balance Sheet is the audited balance sheet of
               Seller relating to the Business adjusted for Excluded Assets
               of Seller  and Excluded  Liabilities of  Seller as  of  such
               date. 

          1.16      
                    
                    
               Person.  Any natural person, firm, partnership, association,
               corporation, company,  limited  liability  company,  limited
               partnership, trust, business  trust, governmental  authority
               or other entity. 

          1.17                        
                                      
                                      
               Pro Forma Balance Sheet.  The  "Pro Forma Balance Sheet"  is
               the unaudited balance sheet of Seller prepared as  described
               in Section 5.2(c) and adjusted for Excluded Assets of Seller
               and Excluded Liabilities of Seller as of the Closing Date.

          1.18 Pro Forma EBIT
                             
                             
                             .   The earnings  of Seller's Business  before
               interest and  taxes,  and  without  incorporating  gains  or
               losses realized on the disposition  of assets other than  in
               the ordinary  course of  business for  Seller's fiscal  year
               ending October 31,  1997.  EBIT  from Seller's Business  for
               such period shall be determined in accordance with GAAP  and
               in the manner set forth in Section 5.1. 
           
          1.19 Purchase  Price
                              
                              
                              .    The   "Purchase  Price"  is  the   total
               consideration paid by Purchaser to Seller for the  Purchased
               Assets as set forth in Section 4.1. 

          1.20 Purchased Assets
                               
                               .  The "Purchased Assets" are the assets  of
               Seller used  in  the  Business, acquired  by  the  Purchaser
               pursuant to the terms of this Agreement. 
           
          1.21 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). 

          1.22           
                         
                         
               Tax Return.   A "Tax Return"  is a report,  return or  other
               information required to be supplied to a Governmental Entity



                                        - 3 -
<PAGE>





               in connection  with  Taxes  including,  where  permitted  or
               required, combined or consolidated returns for any group  of
               entities that includes Seller. 

                                         2.
                                        TERMS
                                            
                                            
                                            

          2.1  Agreement
                       
                       
                        .

               Seller agrees to sell and convey to Purchaser the  Purchased
               Assets as  hereinafter  set  forth  in  Section  2.2.    The
               agreements of Purchaser and Seller are expressly conditioned
               upon the terms,  conditions, covenants, representations  and
               warranties as hereinafter set forth.

          2.2  Assets to be Sold by Seller and Purchased by Purchaser
                                                                    
                                                                    
                                                                     .

               At the Closing of  this Agreement, Purchaser shall  purchase
               and Seller shall sell the following assets of Seller used in
               the Business:

               (a)  All investment  securities, cash  and cash  equivalents
                    (except   investment   securities,   cash   and    cash
                    equivalents that  are Excluded  Assets, as  defined  in
                    Section 2.3) and customers notes receivable relating to
                    the Business;

               (b)  Certain inventory of  computers, related equipment  and
                    service parts held by Seller as set forth on Exhibit  A
                    attached hereto;

               (c)  Accounts Receivable  held by  Seller  as set  forth  on
                    Exhibit B attached hereto;

               (d)  Certain  vehicles  of  Seller  set  forth  on  attached
                    Exhibit C;

               (e)  The tangible personal property and assets of Seller  of
                    every kind and  description, real,  personal or  mixed,
                    wherever  located,  used  in  the  Business   including
                    without limitation, all such assets as reflected on the
                    October 31,  1997 Pro  Forma Balance  Sheet  (excepting
                    those assets disposed  of, and  including those  assets
                    acquired, in the ordinary course of business since  the
                    date of the October 31, 1997 Pro Forma Balance  Sheet).
                     Such fixed  assets and  equipment  of Seller  are  set
                    forth on attached Exhibit D;

               (f)  All  of  Seller  fixed  rate  contracts  and  time  and
                    material contracts with the organizations set forth  on
                    attached Exhibit E;

               (g)  All of Seller service contracts which are set forth  on



                                        - 4 -
<PAGE>





                    attached Exhibit F;

               (h)  All intangible assets of Seller  which are used in  the
                    Business, including, without  limitation, all  purchase
                    orders,  contracts,  rights  and  agreements,  work  in
                    process, customers lists, supplier agreements, patents,
                    trademarks and  service marks  (including the  goodwill
                    associated with  the  marks),  computer  programs,  the
                    right to the use of the corporate and trade names of or
                    used by Seller in the manner set forth in Section 9.19,
                    or derivative thereof, as all or a part of a  corporate
                    or trade name  (excepting the intangible  assets to  be
                    retained by Seller as set forth in Section 2.3);

               (i)  All distribution contracts and authorizations of Seller
                    related to the Business;

               (j)  All base artwork, photo materials, plates (if owned  by
                    Seller), separations and other materials that are  used
                    by  Seller  for  printing  brochures  and   promotional
                    materials including  all intellectual  property  rights
                    therein;

               (k)  The assignment  of any  telephone numbers  used in  the
                    Business of Seller;

               (l)  The covenant not to compete agreements with Seller,  T.
                    Clayton and S. Shapiro as  set forth on Exhibits  L,L-1
                    and L-2 attached hereto and made a part hereof; and

               (m)  All other fees,  assets, property,  business and  going
                    concern value,  and  rights of  Seller  (including  the
                    rights under covenants  or agreements  not to  disclose
                    confidential information or not to compete, if any) and
                    all other assets  of Seller  not specifically  excluded
                    pursuant to the terms of this Agreement. 

          2.3  Excluded Assets
                             
                             
                              . 

               The Excluded Assets are set forth on Exhibit _G_ hereto. 

          2.4                 
                              
                              
               Lease Agreements.

               Seller is the lessee under certain lease agreements  calling
               for payments of  more than $5,000.00  per year covering  the
               following real and personal properties: 

               (i)  2,600  square   feet  located   in  Mountaineer   Mall,
                    Morgantown,  West   Virginia,  pursuant   to  a   Lease
                    Agreement with First Union Management, Inc., as Lessor,
                    dated April 17, 1995, as  amended by a First  Amendment
                    Subsequent to Lease dated June 2, 1997;




                                        - 5 -
<PAGE>





               (ii) Office/warehouse space located at 300 Roxalana Business
                    Road, Dunbar, West Virginia  25064 pursuant to a  Lease
                    Agreement with Carmal, Inc., as Lessor, dated  December
                    10, 1996;

               (iii)     Tangible personal  property lease  agreements  for
                    the Dunbar and  Morgantown, West  Virginia offices  and
                    Justice Road, Virginia offices dated July 22, 1997 with
                    Golden Eagle Credit Corporation as Lessor; and

               (iv) Lease Agreements  with  GTE  Corporation  for  tangible
                    personal property dated   August 22,  1997 and July  7,
                    1998, respectively. 

               At the Closing, Seller and Purchaser shall execute necessary
               documentation for the assignment of these leases and all  of
               Seller's right and interest thereunder to Purchaser and,  at
               the Closing, Seller shall assign all its rights and interest
               in said leases to Purchaser.  Purchaser agrees to  indemnify
               and hold Seller harmless from any liability with respect  to
               the aforementioned leases occurring after the Closing  Date.
                To the  extent  that  the assignment  of  any  lease  shall
               require the consent of other parties thereto, this Agreement
               shall not constitute an assignment thereof and Seller  shall
               obtain any  such necessary  consents or  assignments by  the
               Closing. 






























                                        - 6 -
<PAGE>





          2.5  Instruments
                                     
                                     
                                     
                           of Transfer.

               Except as otherwise provided herein, at Closing, Seller will
               deliver to  Purchaser  such  bills  of  sale,  endorsements,
               assignments and other  good  and  sufficient instruments  of
               transfer and assignment  as shall  be effective  to vest  in
               Purchaser good and marketable title  and interest in and  to
               the Purchased Assets.  At or after the Closing, and  without
               further consideration, Seller  will execute  and deliver  to
               Purchaser  such  further   instruments  of  conveyance   and
               transfer  and  take  such  other  action  as  Purchaser  may
               reasonably request in order  to more effectively convey  and
               transfer to Purchaser  any of  the Purchased  Assets or  for
               aiding  and  assisting  and   collecting  and  reducing   to
               possession and  exercising  rights with  respect  thereto.  
               Seller and the Shareholders agree to use their best  efforts
               to obtain and deliver to Purchaser such consents, approvals,
               assurances and statements  from third  parties as  Purchaser
               may reasonably require in a form reasonably satisfactory  to
               Purchaser.   In  addition  to  the  foregoing,  Seller  will
               deliver to  Purchaser  the originals  or  copies of  all  of
               Seller's books,  records  and  other data  relating  to  the
               Purchased Assets;  and  simultaneously with  such  delivery,
               Seller shall take all such acts  as may be necessary to  put
               Purchaser in actual possession, and operating control of the
               Purchased Assets.  Seller shall cooperate with Purchaser  to
               permit Purchaser, if possible, to enjoy Seller's ratings and
               benefits under workmen's compensation laws and  unemployment
               compensation laws to the extent permitted by such laws.



























                                        - 7 -
<PAGE>





          2.6                                             
                                                          
                                                          
               Instruments Giving Certain Powers and Rights. 

               At the  Closing, Seller  shall, by  appropriate  instrument,
               constitute  and  appoint  Purchaser,  its  successors  and  
               assigns, the true  and lawful attorney  of Seller with  full
               power of substitution, in the name of Purchaser, or the name
               of Seller, on behalf of and for the benefit of Purchaser, to
               collect all receivables  and other  items being  transferred
               and assigned to  Purchaser as provided  herein, to  endorse,
               without recourse, any and all checks  in the name of  Seller
               the proceeds of which Purchaser is entitled to hereunder, to
               institute and prosecute, in the name of Seller or otherwise,
               all proceedings which Purchaser may deem proper in order  to
               collect, assert or enforce any claim, right or title of  any
               kind in or to the Purchased Assets, to defend and compromise
               any and all actions, suits and proceedings in respect of any
               of the Purchased Assets, and to do all such acts and  things
               in relation thereto as Purchaser may deem advisable.  Seller
               agrees  that  the  foregoing  powers  are  coupled  with  an
               interest and  shall be  irrevocable by  Seller, directly  or
               indirectly, by the dissolution of Seller or in any manner or
               for any reason.  Seller further agrees that Purchaser  shall
               retain for its own account any amounts collected pursuant to
               the foregoing powers,  and Seller shall  pay or transfer  to
               Purchaser, if and when received, any amounts which shall  be
               received by  Seller  after the  Closing  in respect  of  any
               receivables or other assets, properties, rights or  business
               to be  transferred and  assigned  to Purchaser  as  provided
               herein.  Seller  further agrees that,  at any  time or  from
               time to time after the Closing, it will, upon the request of
               Purchaser and at Seller's expense, do, execute,  acknowledge
               and  deliver,   or  will   cause  to   be  done,   executed,
               acknowledged or delivered, all such further reasonable acts,
               assignments, transfers, powers of attorney or assurances  as
               may be required in order to further transfer, assign, grant,
               assure and confirm to Purchaser, or to aid and assist in the
               collection or granting of possession by Purchaser of, any of
               the Purchased  Assets,  or to  vest  in Purchaser  good  and
               marketable title to the Purchased Assets. 

               To the  extent that  any assignment  does  not result  in  a
               complete transfer of the contracts to Purchaser because of a
               provision in any contract against Seller's assignment of any
               its right thereunder, Seller shall cooperate with  Purchaser
               in any reasonable manner  proposed by Purchaser to  complete
               the  acquisition  of  the  contracts  and  Seller's  rights,
               benefits and privileges thereunder  in order to fulfill  and
               carry out Seller's obligations  under this Agreement.   Such
               additional action may include, but is  not limited to:   (i)
               entering into  a subcontract  between Seller  and  Purchaser
               which allows Purchaser to perform Seller's duties under such
               contracts and to  enforce Seller's  rights thereunder;  (ii)
               the  sale  of  Seller's  stock  owned  by  Shareholders   to



                                        - 8 -
<PAGE>





               Purchaser on terms to which  the parties may mutually  agree
               to allow  Purchaser  to  operate Seller  as  a  wholly-owned
               subsidiary to enforce the contracts; or (iii) entering  into
               a new multi-party agreement with such customers which allows
               Purchaser  to  perform  Seller's  obligations  and   enforce
               Seller's rights under the contracts. 


                                         3.
                                                      
                                                      
                                                      
                              ASSUMPTION OF LIABILITIES

          3.1  Liabilities
                                                              
                                                              
                                                              
                           to be Paid Off at Closing or Assumed.

               (a)  At the Closing, Purchaser shall  assume and pay off  or
                    discharge when due  (and secure the  release of  Seller
                    and  all  Shareholders  from   any  and  all   personal
                    liability or guaranty with respect to such obligations)
                    the following:

                    (i)  Accounts payable incurred  in the ordinary  course
                         of the  Business, which  accounts payable  totaled
                         $196,919.07 on January 31, 1998;

                    (ii)      A  sales  tax  payable   in  the  amount   of
                         $9,272.26 as of January 31, 1998; and

                    (iii)     Long term notes payable to Jefferson Bank  in
                         the approximate amount  of $35,103.00 relating  to
                         various vehicle loans as of January 31, 1998; and

                    (iv) Accrued vacation pay which totalled  approximately
                         $20,000.00 on January 31, 1998.

                    The Assumed Liabilities to be  assumed as set forth  in
                    Section  3.1(i)  through  (iv)  as  may  be   incurred,
                    increased or decreased  since January 31,  1998 to  the
                    Pro Forma Balance Sheet for operations in the  ordinary
                    course of business or  any other transaction  permitted
                    by this Agreement, and  subject to the satisfaction  of
                    the Net Asset Amount  requirement set forth in  Section
                    4.1(d) as of the Closing Date.

               (b)  It is the parties' intent that Purchaser shall pay  off
                    at Closing, or  assume and  pay off  or discharge  when
                    due, all  obligations of  Seller set  forth in  Section
                    3.1(a) above  for which  any Shareholder  has  personal
                    liability and Purchaser agrees to use its best  efforts
                    to secure  the release  of  any Shareholder  from  such
                    personal guaranty after  the Closing  if such  releases
                    are not secured prior to Closing.






                                        - 9 -
<PAGE>





          3.2                    
                                 
                                 
               Executory Contracts.

               At the Closing, Purchaser shall assume and pay, perform  and
               discharge when due the following:

               (a)  All the obligations and  liabilities of Seller  arising
                    after the  Closing  under the  contracts  described  in
                    Section 2.4; and

               (b)  All  future  liabilities  for  merchandise  in  transit
                    F.O.B. shipping  point  which  has  not  been  received
                    and/or entered  into  inventory  by Seller  as  of  the
                    Closing and for which no bill has been posted by Seller
                    as of the Closing.

          3.3  Excluded Liabilities
                                  
                                  
                                   . 

               Notwithstanding anything in this Agreement to the  contrary,
               Purchaser shall not  assume or become  responsible  for  any
               claim, liability  or obligation  of any  nature  whatsoever,
               whether known or unknown,  accrued, absolute, contingent  or
               otherwise (a  "Liability")  of  Seller  except  the  Assumed
               Liabilities.    Without  limiting  the  generality  of   the
               foregoing, the following are included among the  Liabilities
               of  Seller  which  Purchaser  shall  not  assume  or  become
               responsible for  (unless  specifically included  as  Assumed
               Liabilities): 

               (a)  any indebtedness or Liabilities  relating to the  depot
                    repair  and  refurbishing  business  of  Seller   being
                    retained by it;

               (b)  all Liabilities for any Taxes whether deferred or which
                    have accrued or may accrue or become due and payable by
                    Seller either prior to, on  or after the Closing  Date,
                    including, without limitation, all Taxes and fees of  a
                    similar nature arising  from the sale  and transfer  of
                    the Purchased Assets to Purchaser;

               (c)  all Liabilities and obligations to directors, officers,
                    employees  or  agents  of  Seller,  including,  without
                    limitation, all Liabilities and obligations for  wages,
                    salary, bonuses, commissions,  vacation (except as  set
                    forth in Section 3.1(a)(iv))  or severance pay,  profit
                    sharing or pension  benefits, and  all Liabilities  and
                    obligations arising under any bonus, commission, salary
                    or compensation plans or arrangements, whether accruing
                    prior to, on or after the Closing Date;

               (d)  all  Liabilities  and   obligations  with  respect   to
                    unemployment   compensation   claims   and    workmen's
                    compensation claims and  claims for race,  age and  sex
                    discrimination or sexual harassment or for unfair labor



                                       - 10 -
<PAGE>





                    practice  based   on  or   arising  from   occurrences,
                    circumstances or  events,  or exposure  to  conditions,
                    existing or occurring prior to the Closing Date and for
                    which any  claim may  be asserted  by any  of  Seller's
                    employees, prior to, on or after the Closing Date;

               (e)  all Liabilities of Seller to third parties for personal
                    injury or damage to property  based on or arising  from
                    occurrences, circumstances  or events,  or exposure  to
                    conditions, existing or occurring prior to the  Closing
                    Date and for  which any claim  may be  asserted by  any
                    third party prior to, on or after the Closing Date;

               (f)  all Liabilities and obligations of Seller arising under
                    or by  virtue of  federal or  state environmental  laws
                    based on or arising from occurrences, circumstances  or
                    events,  or   exposure  to   conditions,  existing   or
                    occurring prior to the Closing  Date and for which  any
                    claim may be asserted prior to, on or after the Closing
                    Date;

               (g)  all  Liabilities  of  Seller  including  any  costs  of
                    attorneys' fees incurred  in connection therewith,  for
                    litigation, claims, demands or governmental proceedings
                    arising from occurrences,  circumstances or events,  or
                    exposure to conditions occurring  or existing prior  to
                    the Closing Date;

               (h)  all Liabilities  based on  any theory  of liability  or
                    product  warranty   with   respect   to   any   product
                    manufactured or sold prior to the Closing Date and  for
                    which any claim  may be  asserted by  any third  party,
                    prior to, on or after the Closing Date; 

               (i)  all attorneys' fees, accountants or auditors' fees, and
                    other costs  and  expenses incurred  by  Seller  and/or
                    Shareholders  in  connection   with  the   negotiation,
                    preparation and performance of this Agreement or any of
                    the transactions contemplated hereby;    

               (j)  all  Liabilities  of  Seller  in  connection  with  the
                    Excluded Assets;

               (k)  any Liabilities of Seller with respect to any  options,
                    warrants, agreements or convertible or other rights  to
                    acquire shares of its capital stock of any class; and

               (l)  all other  debts, Liabilities,  obligations,  contracts
                    and commitments (whether direct  or indirect, known  or
                    unknown,   contingent   or    fixed,   liquidated    or
                    unliquidated, and whether  now or hereinafter  arising)
                    arising out of or relating to the ownership,  operation
                    or use of any  of the Purchased Assets  on or prior  to



                                       - 11 -
<PAGE>





                    the Closing  Date or  the conduct  of the  Business  of
                    Seller prior to the Closing  Date, except only for  the
                    liabilities and  obligations  to be  assumed  or  paid,
                    performed or discharged  by Purchaser constituting  the
                    Assumed Liabilities.    

               Seller shall pay all of its respective liabilities not being
               assumed hereunder by Purchaser within the customary time for
               payment of such liabilities. 

               It is  the intent  of the  parties  that upon  Closing,  all
               employees  of  Seller  involved  in  the  Business  will  be
               terminated by  Seller and  Purchaser will  extend offers  of
               employment to such individuals. 


                                         4.
                                                   
                                                   
                                                   
                                  CONSIDERATION FOR                       
                                                                          
                                                                          
                                                       THE PURCHASED ASSETS

          4.1  Purchase
                                                     
                                                     
                                                     
                        Price for the Purchased Assets.

               Subject to the other terms  of this Agreement, the  Purchase
               Price for the Purchased Assets shall be the sum of: 

               (a)  Two   Million    Five    Hundred    Thousand    Dollars
                    ($2,500,000.00); and

               (b)  The liabilities assumed  or paid off  at Closing  under
                    Section 3.1. 

               The sum of the  items contained in  Sections 4.1(a) and  (b)
               above shall  be adjusted  by  the amounts  determined  under
               Sections 4.1(c), (d) and (e). 

               (c)  If Seller's Pro Forma EBIT  for the period November  1,
                    1996 through October 31, 1997 relating to the  Business
                    is less than $500,000.00,  the Purchase Price shall  be
                    decreased on a dollar-for-dollar basis to the extent of
                    such deficit.  The determination of Sellers' Pro  Forma
                    EBIT for the  applicable period  shall be  made in  the
                    manner provided for in Section 5.1. 

               (d)  If the Net  Asset Amount of  Seller as  of the  Closing
                    Date as shown on  the Pro Forma  Balance Sheet is  less
                    than $600,000.00, the Purchase Price shall be decreased
                    on a  dollar-for-dollar basis  to  the extent  of  such
                    deficit.   The determination  of the  Net Asset  Amount
                    shall be made in the manner provided for in Section 5.2
                    hereof. 

               (e)  If the earnings before  interest and taxes (_EBIT_)  of
                    Purchaser's Virginia/West Virginia Service Division  in
                    fiscal years one and two following the closing is  less



                                       - 12 -
<PAGE>





                    than  $500,000.00  (prorated  to  $417,000.00  for  the
                    period commencing with the  Closing and ending  January
                    5, 1999, $500,000.00 for the period commencing  January
                    6, 1999  and ending  January 5,  2000 and  prorated  to
                    $83,000.00 for the  period commencing  January 6,  2000
                    and ending March 5, 2000) in any applicable period, the
                    Purchase Price will be  reduced on a  dollar-for-dollar
                    basis to the extent  of such deficit  in EBIT for  such
                    applicable period(s).  The  determination of such  EBIT
                    for the applicable period shall  be made in the  manner
                    provided for in Section 5.3.

          4.2  Payment of the Purchase Price for The Purchased Assets
                                                                    
                                                                    
                                                                     .

               Subject to  the conditions,  covenants, representations  and
               warranties hereof, at  Closing, Purchaser shall deliver: 

               (a)  By certified  or  bank  cashier's  checks  or  by  wire
                    transfer to  Seller, the  amount  of One  Million  Five
                    Hundred Thousand Dollars ($1,500,000.00); and

               (b)  The Assumed  Liabilities  assumed  or  paid  off  under
                    Section 3.1; and

               (c)  The   remaining    sum   of    One   Million    Dollars
                    ($1,000,000.00) as  may be  adjusted  as set  forth  in
                    Sections 5.1, 5.2 or 5.3, shall be payable pursuant  to
                    the terms  of Purchaser's  promissory note.   The  note
                    shall bear interest  at the prime  rate of  Purchaser's
                    primary lender, Star Bank,  National Association as  of
                    the date of Closing.  The  principal of the note  shall
                    be payable in  two (2) equal  annual installments  with
                    the first  principal payment  commencing on  the  first
                    annual anniversary  of the  Closing and  the  remaining
                    principal  payment  being  due  on  the  second  annual
                    anniversary date  of  the  Closing.   Interest  on  the
                    unpaid principal  balance of  the  note shall  be  paid
                    quarterly with the first interest payment being due and
                    payable ninety (90) days from  Closing.  Such note  and
                    all  obligations  of   Purchaser  thereunder  will   be
                    subordinated and made junior in right of payment to the
                    extent and in  the manner provided  in a  Subordination
                    Agreement to be  executed between  Star Bank,  National
                    Association and Purchaser and Seller.   A copy of  said
                    note is attached hereto as Exhibit H.  Such note  shall
                    be subordinate to  Purchaser's lender  pursuant to  the
                    terms of a Subordination Agreement in the form attached
                    hereto as Exhibit I. 








                                       - 13 -
<PAGE>





          4.3                             
                                          
                                          
               Allocation of Purchase Price.

               The Purchase Price to be paid to Seller hereunder, including
               the liabilities  assumed or  paid by  Purchaser pursuant  to
               Section 3.1, shall be  allocated as set  forth on Exhibit  J
               attached hereto.  Seller,  Shareholders and Purchaser  agree
               that each  shall  act  in  a  manner  consistent  with  such
               allocation in (a) filing Internal Revenue Form 8594; and (b)
               in paying sales and other transfer taxes in connection  with
               the purchase and sale of assets pursuant to this Agreement.

          4.4  Certain Closing Expenses
                                      
                                      
                                       .

               Seller shall be responsible for  and shall pay all  federal,
               state and local  sales tax (if  any), documentary stamp  tax
               and all other duties, or other like charges properly payable
               upon and in connection with  the conveyance and transfer  of
               the Purchased Assets by Seller to Purchaser. 


                                         5.
                                                              
                                                             
                                                              
                      PRE-CLOSING AND POST-CLOSING ADJUSTMENTS

          5.1  Upon the  issuance of  the audited  financial statements  by
               Seller's accountant,  Thomas  & Thomas,  P.C.,  Seller  will
               deliver to Purchaser a determination of Company's Pro  Forma
               EBIT prepared by Company's accountant for the subject period
               along with any supporting documentation reasonably requested
               by  Purchaser.    Within  ten  days  following  delivery  to
               Purchaser of  such report  and prior  to Closing,  Purchaser
               shall have the  right to object  in writing  to the  results
               contained in such determination.  If timely objection is not
               made by Purchaser of such determination, such  determination
               shall become final and binding.  If timely objection is made
               by Purchaser to Seller, and Purchaser and Seller are able to
               resolve their differences  in writing within  five (5)  days
               following the  expiration of  the Pro  Forma 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 Purchaser to Seller, and  Seller
               and Purchaser  are unable  to resolve  their differences  in
               writing within five (5) days following the expiration of the
               Pro Forma EBIT objection  period, then all disputed  matters
               relating to the report shall be submitted to and reviewed by
               an  arbitrator  (the   _Arbitrator_)  which   shall  be   an
               independent  accounting   firm   selected  by   Seller   and
               Purchaser.   If Purchaser  and Seller  are unable  to  agree
               promptly on the accounting firm to serve as the  Arbitrator,
               each shall  select,  by  not  later  than  the  seventh  day
               following the Pro Forma EBIT objection period, an accounting
               firm, and each selected accounting firm shall be  instructed
               to jointly  select promptly  another accounting  firm,  such
               third accounting firm  shall serve as  the Arbitrator.   The



                                       - 14 -
<PAGE>





               Arbitrator  shall   consider  only   the  disputed   matters
               pertaining to the determination  and shall act promptly  and
               fairly to resolve  all disputed matters  and their  decision
               with respect  to all  disputed matters  shall be  final  and
               binding upon  Seller and  Purchaser.   The expenses  of  the
               arbitration (including  reasonable attorney  and  accounting
               fees) shall be borne one-half  by Purchaser and one-half  by
               Seller.  Any net reduction in the Purchase Price as a result
               of said adjustments shall be made in the manner set forth in
               Section 4.1(c) and shall be reflected by decreasing the face
               amount of the note set forth in Section 4.2(c). 

          5.2  Within fifteen  (15) days  after the  Closing, Seller  shall
               prepare and deliver to Purchaser  a Pro Forma Balance  Sheet
               which shall set forth the Purchased Assets, and the  Assumed
               Liabilities as of such  date.  The  Pro Forma Balance  Sheet
               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 October  31, 1997 Pro  Forma
               Balance Sheet.  If the Net  Asset Amount (as defined  below)
               shown  on  the  Pro  Forma   Balance  Sheet  is  less   than
               $600,000.00, the Purchase Price to  be paid to Seller  shall
               be  decreased  on   a  dollar-for-dollar   basis  for   such
               difference by decreasing the face amount of the note as  set
               forth in Section 4.2(c) and if the decrease is in excess  of
               the face amount of the note, such amount equal to the excess
               shall  be  paid  immediately  by  Seller  to  Purchaser   by
               certified or cashier's check on  the date of the  resolution
               of this determination.  If the Net Asset Amount shown on the
               Pro Forma  Balance  Sheet  equals  or  exceeds  $600,000,00,
               Purchaser shall be entitled to such  excess.  The Net  Asset
               Amount shall mean the total of the Purchased Assets less the
               total of the Assumed Liabilities, in  each case as shown  on
               the Pro Forma Balance Sheet. 

          5.3  Within forty-five (45) days after the end of the  applicable
               periods set forth in Section  4.1(e), i.e. January 6,  1999,
               January 6, 2000 and March 5, 2000, Purchaser will deliver to
               Seller a copy of  the report of  EBIT prepared by  Purchaser
               for  the   subject   period  along   with   any   supporting
               documentation reasonably requested by Seller.  Within thirty
               (30) days of delivery to Seller of such report, Seller shall
               have the right to object in writing to the results contained
               in such determination.  If timely  objection is not made  by
               Seller  to  such  determination,  such  determination  shall
               become final and binding for purposes of this Agreement.  If
               timely  objection  is  made  by  Seller  to  Purchaser   and
               Purchaser and Seller are  able to resolve their  differences
               in writing within thirty (30) days following the  expiration
               of the  thirty-day  period, then  such  determination  shall
               become final and binding as it  relates to this Agreement.  
               If timely  objection  is made  by  Seller to  Purchaser  and



                                       - 15 -
<PAGE>





               Seller and Purchaser are unable to resolve their differences
               in writing within thirty (30) days following the  expiration
               of  the  thirty-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
               Seller.   If  Purchaser  and  Seller  are  unable  to  agree
               promptly upon an accounting firm to serve as the Arbitrator,
               each shall  select  by  no  later  than  the  thirtieth  day
               following the expiration  of the sixty  (60) day period,  an
               accounting firm and the two selected accounting firms  shall
               be instructed to  select promptly  another 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
               Seller and  Purchaser.    The expenses  of  the  arbitration
               (including reasonable attorney and accounting fees) shall be
               borne one-half by Seller and one-half by Purchaser. 

               For purposes of this Section, the term _EBIT_ shall mean the
               net income before taxes and interest expense of  Purchaser's
               Virginia and West Virginia Service Division.  The EBIT shall
               be  determined  by  the  independent  accountant   regularly
               retained by the Purchaser in the  manner set forth above  in
               accordance with  generally accepted  accounting  principles,
               subject to verification as described below.  For purposes of
               determining the  EBIT for  any  particular year,  except  as
               noted above, no item of income or expense will be  allocated
               by Purchaser to  Purchaser's Virginia/West Virginia  Service
               Division unless  such  items are  reasonably  calculated  to
               contribute to  the increased  profits of  such Division,  it
               being  the  intent  of  the  parties  that  Purchaser  shall
               exercise the utmost good  faith with respect to  allocations
               of income and expense to Purchaser's Virginia/West  Virginia
               Service Division.  Incident to the determination of EBIT  of
               Purchaser's  Virginia/West  Virginia  Service  Division,  no
               compensation of any executive or other employee of Purchaser
               or its affiliates who does not work directly for Purchaser's
               Virginia/West Virginia Service  Division shall be  allocated
               to such Division.  In making  the determination of EBIT  for
               the Purchaser's Virginia/West Virginia Service Division  for
               calendar year 1  following the Closing,  a one and  one-half
               percent (1.5%)  MAS  royalty  fee  on  gross  sales  by  the
               Purchaser's Virginia/West Virginia Service Division shall be
               made incident to said determination.  A MAS royalty fee is a
               fee  charged  to  each  branch  of  the  Purchaser  for  the
               following  services  performed   by  Purchaser's   corporate
               headquarters:      marketing,   advertising,   professional,
               accounting and other related expenses.  For each  subsequent
               year described above in  this paragraph, the parties  shall,
               in good faith, agree upon an  MAS royalty fee to be  charged



                                       - 16 -
<PAGE>





               hereunder based on the level  of services and support  being
               provided by  the  Purchaser to  its  Virginia/West  Virginia
               Service Division.  Provided,  however, such MAS royalty  fee
               shall be  1.5% if  the  parties are  unable  to come  to  an
               agreement for each  subsequent year.   For purposes of  this
               Section, the term _Virginia/West Virginia Service  Division_
               shall be  the Business  acquired from  Seller.   Purchaser's
               contract  with  the  State  of  West  Virginia  relating  to
               computer hardware and software and services for  educational
               purposes for K through 12 shall  not be included as part  of
               the Virginia/West Virginia Service Division. 


                                         6.
                                EMPLOYMENT AGREEMENTS
                                                    
                                                    
                                                    

          6.1  Employment Agreements of Shareholders
                                                   
                                                   
                                                    .

               At  Closing,  Purchaser  shall  enter  into  an   Employment
               Agreements with T. Clayton and S.  Shapiro.  Copies of  said
               Employment Agreements are  attached hereto and  made a  part
               hereof as Exhibits K and K-1. 


                                         7.
                                                           
                                                          
                                                           
                         COVENANT NOT TO COMPETE AGREEMENTS

          7.1                                                             
                                                                          
                                                                          
               Covenant  Not   to   Compete  Agreements   of   Seller   and
          Shareholders
                     
                     
                      . 

               At Closing,  Seller and  each Shareholder  shall enter  into
               Covenant Not to Compete  Agreements with Purchaser.   Copies
               of said  Covenant Not  to  Compete Agreements  are  attached
               hereto and made a part hereof as Exhibits L, L-1 and L-2. 


                                         8.
                                                 
                                                 
                                                 
                                   LEASE AGREEMENT

          8.1                                                             
                                                                          
                                                                          
               Lease Agreement - 14201 Justice Road, Midlothian, Virginia  
                   
                   
                   
               23113. 

               CCS&W, a Virginia general partnership,  is the owner of  the
               real estate  located  at  14201  Justice  Road,  Midlothian,
               Virginia  23113.   As  a condition  of the  Closing of  this
               Agreement, CCS&W,  a Virginia  general partnership,    shall
               have entered into  a lease agreement  with Purchaser in  the
               form attached hereto as Exhibit M.  Such lease shall be  for
               a period of five (5) years, the rental rate shall be subject
               to verification by an  independent appraiser and such  lease
               shall include  a thirty  (30) month  cancellation  (bust-up)
               provision.




                                       - 17 -
<PAGE>






                                         9.
                      REPRESENTATIONS AND WARRANTIES OF SELLER
                                                              
                                                             
                                                              
                                                  
                                                 
                                                  
                                  AND SHAREHOLDERS

               Except as  set forth  in  the Disclosure  Schedule  attached
               hereto, Seller  and  Shareholders,  jointly  and  severally,
               represent  and  warrant  to  Purchaser  that  the  following
               statements are true and  correct as of  the date hereof  and
               shall remain true and correct as  of the Closing as if  made
               again at and as of that time:

          9.1                                                             
                                                                          
                                                                          
               Organization, Good  Standing,  Qualification  and  Power  of
                    
                    
                    
               Seller. 

               Seller is a corporation duly organized, validly existing and
               in good standing under the laws of the State of Virginia and
               has the  corporate power  and authority  to own,  lease  and
               operate the  Purchased Assets  and to  conduct the  Business
               currently being  conducted  by  it.    The  Seller  is  duly
               qualified and validly existing in West Virginia and in  good
               standing in each of the other  jurisdictions in which it  is
               required by the nature of its  business or the ownership  of
               its properties to so qualify.  Seller has no subsidiaries.  
               The Disclosure Schedule correctly lists, with respect to the
               Seller, each jurisdiction  in which  it is  qualified to  do
               business as a foreign corporation. 

          9.2  Capitalization
                            
                            
                             .

               The authorized capitalization of the Seller consists  solely
               of ten thousand (10,000) shares of  no par common stock,  of
               which fifty  (50) shares  representing one  hundred  percent
               (100%) of the issued stock are currently owned in the manner
               set forth in the third  recital on page 1 of this Agreement,
               are fully paid and nonassessable and have not been issued in
               violation of the preemptive rights of any person.  Seller is
               not obligated to issue or acquire any of its securities, nor
               has it granted options or any similar rights with respect to
               any of its securities.

          9.3  Authority to Make Agreement
                                         
                                         
                                          .

               Seller and each  Shareholder have the  full legal power  and
               authority to enter into, execute, deliver and perform  their
               respective obligations under this Agreement and each of  the
               other agreements, instruments  and other  instruments to  be
               delivered incident hereto ("Other Seller Documents").   This
               Agreement and the Other Seller Documents have been duly  and
               validly  executed   and  delivered   by  Seller   and   each
               Shareholder, and  are the  legal and  binding obligation  of
               each  of  them,   enforceable  in   accordance  with   their
               respective  terms,   subject   to  principles   of   equity,



                                       - 18 -
<PAGE>





               bankruptcy  laws,  and  laws  affecting  creditors'   rights
               generally.  Seller has taken all necessary action (including
               action of  its  Board  of  Directors  and  Shareholders)  to
               authorize and  approve the  execution and  delivery of  this
               Agreement and the Other Seller Documents, the performance of
               its obligations  thereunder  and  the  consummation  of  the
               transactions contemplated thereby. 

          9.4                                                        
                                                                     
                                                                     
               Existing Agreements, Governmental Approvals and Permits. 

               (a)  The  execution,  delivery   and  performance  of   this
                    Agreement and the Other Seller Documents by Seller, the
                    sale, transfer, conveyance, assignment and delivery  of
                    the Purchased Assets  to Purchaser  as contemplated  in
                    this Agreement,  and  the  consummation  of  the  other
                    transactions contemplated thereby:  (i) do not  violate
                    any provisions of law, statute, ordinance or regulation
                    applicable to Seller, any Shareholder or the  Purchased
                    Assets, (ii) (except for Seller's secured creditors set
                    forth in Section 3.1,  whose consent shall be  obtained
                    prior to Closing) will not conflict with, or result  in
                    the breach  or  termination  of any  provision  of,  or
                    constitute a default under  (in each case whether  with
                    or without the giving of notice or the lapse of time or
                    both) the Articles of Incorporation or Bylaws of Seller
                    or any indenture,  mortgage, lease, deed  of trust,  or
                    other instrument, contract or agreement or any license,
                    permit, approval,  authority, or  any order,  judgment,
                    arbitration award,  or decree  to which  Seller or  any
                    Shareholder is  a  party  or by  which  Seller  or  any
                    Shareholder or any of  their assets and properties  are
                    bound (including,  without  limitation,  the  Purchased
                    Assets), and (iii) will not  result in the creation  of
                    any encumbrance upon any of the properties, assets,  or
                    Business of  Seller or  of  any Shareholder.    Neither
                    Seller, nor any Shareholder, nor any of their assets or
                    properties   (including,   without   limitation,    the
                    Purchased Assets) is  subject to any  provision of  any
                    mortgage,  lease,   contract,  agreement,   instrument,
                    license, permit, approval, authority, order,  judgment,
                    arbitration award  or  decree,  or to  any  law,  rule,
                    ordinance, or regulation, or  any other restriction  of
                    any kind or  character, which would  prevent Seller  or
                    any Shareholder from  entering into  this Agreement  or
                    any of the Other Seller Documents or from  consummating
                    the transactions contemplated thereby. 

               (b)  Neither Seller  nor  any  Shareholder is  a  party  to,
                    subject to or bound by any agreement, judgment,  award,
                    order,  writ,  injunction  or  decree  of  any   court,
                    governmental body or arbitrator which would prevent the
                    use by Purchaser of the Purchased Assets in  accordance
                    with present practices of Seller after the Closing Date



                                       - 19 -
<PAGE>





                    or which,  by  operation of  law,  or pursuant  to  its
                    terms,  would  be  breached,  terminate,  lapse  or  be
                    subject to termination or  default under (in each  case
                    whether with or without notice, the passage of time  or
                    both)  upon  the   consummation  of  the   transactions
                    contemplated in this Agreement. 

               (c)  No approval,  authority or  consent  of, or  filing  by
                    Seller with, or notification to, any foreign,  federal,
                    state or  local  court, authority  or  governmental  or
                    regulatory body or agency or any person is necessary to
                    authorize the execution and delivery of this  Agreement
                    or  the  Other  Seller  Documents  by  Seller  or   any
                    Shareholder, the sale, transfer, conveyance, assignment
                    and delivery of the  Purchased Assets to Purchaser,  or
                    the consummation of the other transactions contemplated
                    thereby, or to  continue the use  and operation of  the
                    Purchased Assets by Purchaser after the Closing Date. 

          9.5  Financial Statements
                                  
                                  
                                   . 

               A.   Copies of the Financial Statements are attached to  the
                    Disclosure Schedule.  Each of the Financial  Statements
                    are true and complete in all material respects and were
                    prepared  in   accordance   with   generally   accepted
                    accounting principles (except for the Pro Forma Balance
                    Sheet of Seller which will be prepared as set forth  in
                    Section 5.2) applied on  a consistent basis  throughout
                    the  periods  indicated  (except   as  noted  on   such
                    Financial  Statements)  and   fairly  present  in   all
                    material respects the financial position and  condition
                    of the Seller  as of the  respective dates thereof  and
                    the results of its  operation and changes in  financial
                    position for the respective periods then ended. 

               B.   Except to the  extent reflected,  reserved against,  or
                    disclosed on the Pro Forma Balance Sheet, the Financial
                    Statements, or the Disclosure Schedule, the Seller had,
                    as of such date, no material liabilities or obligations
                    of any nature,  whether accrued, absolute,  contingent,
                    or otherwise,  including without  limitation,  unfunded
                    pension or other  retirement plan  liabilities and  tax
                    liabilities whether or  not incurred in  respect of  or
                    measured by the Seller's  income, for any period  prior
                    to the date  of said Financial  Statements, or  arising
                    out of transactions  entered into or  any set of  facts
                    existing prior thereto.  Except to the extent disclosed
                    on the Disclosure Schedule,  there exists no basis  for
                    the assertion against  Seller, as  of the  date of  the
                    Financial Statements or the Pro Forma Balance Sheet, of
                    any material liability of any  nature or in any  amount
                    not fully reflected, reserved against, or disclosed  in
                    said Financial Statements or Pro Forma Balance Sheet. 



                                       - 20 -
<PAGE>






          9.6          
                       
                       
               Customers.

               The Disclosure  Schedule  includes  a correct  list  of  the
               twenty-five (25) largest customers of the Seller by sales in
               dollars for each of the past two (2) years and the amount of
               business done by the Seller with each such customer for each
               year.   Assuming that  Purchaser  continues to  conduct  the
               Business in  the ordinary  course consistent  with  Seller's
               prior practices generally and  specifically with respect  to
               Seller's current customers,  except for  Via Systems,  Inc.,
               Seller has no knowledge that any of the current customers of
               Seller will or intend to (a)  cease doing business with  the
               Seller; or (b) materially alter the amount of business  they
               are presently doing with the Seller; or (c) not do  business
               with the Purchaser after the Closing.

          9.7  Intangible Property
                                 
                                 
                                  . 

               The  Disclosure  Schedule  includes  an  accurate  list  and
               summary   description    of   all    patents,    franchises,
               distributorships, registered  and  unregistered  trademarks,
               trade names  and service  marks, licenses,  brand names  and
               company  lists  and  all  applications  for  the  foregoing,
               presently owned and/or held (as a licensee or otherwise)  by
               the Seller.  The Seller is not a licensor in respect to  any
               patents, trade secrets,  inventions, shop rights,  know-how,
               trademarks,  trade   names,  copyrights,   or   applications
               therefor.  The Disclosure Schedule contains an accurate  and
               complete description  of such  intangible property  and  the
               items of all licenses and other agreements relating thereto.
                All of the above-mentioned intangibles used in the Seller's
               Business are the sole property of the Seller, do not require
               the consent of or consent to any other person as a condition
               to their use or the transaction  provided for herein and  do
               not infringe upon the rights of others. 

          9.8                       
                                    
                                    
               Significant Agreements.

               The Disclosure Schedule  contains an  accurate and  complete
               list of all contracts, agreements, licenses, instruments and
               understandings (whether  or not  in  writing) to  which  the
               Seller is a party or is  bound and that are material to  the
               Business,  assets,   financial  condition   or  results   of
               operations of the Seller.   Without limiting the  generality
               of the  foregoing, such  list includes  all such  contracts,
               agreements, licenses and instruments: 

               (a)  Providing for  payments  of  more  than  Five  Thousand
                    ($5,000.00) per year;

               (b)  Providing  for  the  extension  of  credit  other  than
                    consistent with normal  credit terms  described in  the



                                       - 21 -
<PAGE>





                    Disclosure Schedule;

               (c)  Limiting the  ability  of  the Seller  to  conduct  its
                    Business or any other business or to otherwise  compete
                    in its or any other business, including as to manner or
                    place;

               (d)  Providing for a guarantee or indemnity by the Seller;

               (e)  With any Affiliate of Seller;

               (f)  With  any   labor  union   or  employees'   association
                    connected with Seller's Business;

               (g)  For  the  employment  or  retention  of  any  director,
                    officer,  employee,  agent,  shareholder,   consultant,
                    broker or advisor  (except for  Seller's contract  with
                    Robert Mahlum) of Seller or any other contract  between
                    Seller and  any  director,  officer,  employee,  agent,
                    shareholder,  consultant  or  advisor  which  does  not
                    provide for termination at  will by the Seller  without
                    further cost or other liability to the Seller as of  or
                    at any time after the Closing. 

               (h)  In the nature of a profit sharing, bonus stock  option,
                    stock   purchase,   pension,   deferred   compensation,
                    retirement, severance,  hospitalization,  insurance  or
                    other plan or contract providing benefit to any  person
                    or   former   director,   officer,   employee,   agent,
                    shareholder, consultant, broker  or advisor of  Seller,
                    or such person's dependents, beneficiaries or heirs;

               (i)  In the  nature of  an indenture,  mortgage,  promissory
                    note,  loan  or  credit  agreement  or  other  contract
                    relating to the borrowing of money or a line of  credit
                    by the Seller  or relating  to the  direct or  indirect
                    guarantee or assumption by the Seller of obligations of
                    others;    

               (j)  Leases or subleases with respect to any property, real,
                    personal or mixed, in which the Seller is involved,  as
                    lessor or lessee; and

               (k)  Distributorship Agreement(s)  or  License  Agreement(s)
                    with respect to any  property which Seller has  entered
                    into as licensor. 

               True and correct  copies of all  items so  disclosed in  the
               Disclosure Schedule have been provided or made available  to
               Purchaser.  Each  of such items  listed, or  required to  be
               listed, is a  valid and  binding obligation  of the  parties
               thereto enforceable in accordance with its terms, subject to
               principles of equity,  bankruptcy laws,  and laws  affecting



                                       - 22 -
<PAGE>





               creditors' rights generally, and there have been no material
               defaults or claims  of material  default by  the Seller  and
               there are no facts or conditions that have occurred or  that
               are anticipated to occur which, through the passage of  time
               or the giving of notice, or both, would constitute a default
               by the  Seller,  or  would cause  the  acceleration  of  any
               obligation of  any  party  thereto or  the  creation  of  an
               Encumbrance upon  any asset  of the  Seller.   There are  no
               material oral contracts,  agreements or understandings  made
               by any Shareholder, whether or not binding, material to  the
               Seller, except such as have been disclosed in the Disclosure
               Schedule and for which  an accurate summary description  has
               been provided.

          9.9  Inventory
                       
                       
                        .

               Except as specifically described on the Disclosure Schedule,
               all inventory is reflected on  the October 31, 1997  Balance
               Sheet and  at the  Closing Date  will  consist of  items  of
               quality and quantity  which are  usable or  saleable in  the
               ordinary course of business of Seller in the conduct of  its
               Business, and items of below standard quality and items  not
               usable or  saleable  in  the  ordinary  course  of  Seller'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 inventory are carried on the October 31,
               1997 Balance Sheet  reflect the normal  valuation policy  of
               Seller in  setting inventory  at the  lower of  cost or  net
               realizable market values, all  in accordance with  generally
               accepted accounting principles.  Except as set forth on  the
               Disclosure Schedule, since October  31, 1997, the  inventory
               of Seller has been maintained at normal and adequate  levels
               for the continuation of the Business in its normal course.  
               No change has  occurred in such  inventory which affects  or
               will affect the usability  or salability thereof, no  write-
               downs or  write-offs  of the  value  of such  inventory  has
               occurred and no additional  amounts have been reserved  with
               respect to such inventories.  The Disclosure Schedule  lists
               the  location  of  all  inventory  together  with  a   brief
               description of the type and amount at each location.















                                       - 23 -
<PAGE>





          9.10                   
                                 
                                 
               Accounts Receivable.

               All accounts  receivable  of  Seller which  have  arisen  in
               connection with  the Business  or  otherwise and  which  are
               reflected on the  Financial Statements  and all  receivables
               which have arisen since October 31, 1997 through the Closing
               shall have  arisen only  from bonafide  transactions in  the
               ordinary course of business and represent valid, collectible
               and existing  claims.    Subject  to  customer  credit,  the
               payment of each  account receivable will  not be subject  to
               any  known  defense,  counterclaim  condition  (other   than
               Seller's performance  in the  ordinary course  of  business)
               whatsoever.    The  Disclosure  Schedule  hereto  accurately
               lists, as of the Closing  Date, all receivables arising  out
               of or relating to the Business,  the amount owing and  aging
               of such accounts receivable, the name and last known address
               of the party from whom such account receivable is owing, any
               security in  favor  of  Seller for  the  repayment  of  such
               account receivable which  Seller purports to  have.   Seller
               has delivered to  Purchaser 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. 

          9.11 Taxes
                   
                   
                    .

               Except as to Taxes not yet  due and payable, and except  for
               Taxes the payment of which is being diligently contested  in
               good faith and by proper proceedings and for which  adequate
               reserves have been established in accordance with  generally
               accepted accounting principles, Seller has filed all returns
               and reports  that are  now required  to be  filed by  it  in
               connection with any  federal, state  or local  tax, duty  or
               charge levied, assessed or imposed upon it, or its property,
               including unemployment, social  security and similar  taxes;
               and all  of such  taxes have  been either  paid or  adequate
               reserves or other provision has been made therefor. 



















                                       - 24 -
<PAGE>





          9.12                         
                                       
                                       
               Title to Purchased Assets.

               (a)  With respect  to  all  Purchased Assets  sold,  at  the
                    Closing Seller shall have good and marketable title  to
                    the Purchased Assets being acquired by Purchaser,  free
                    and clear of  all Encumbrances whatsoever;  immediately
                    after the transfer  of all the  Purchased Assets  being
                    acquired by Purchaser from  Seller, Purchaser will  own
                    all of  said Purchased  Assets free  and clear  of  all
                    Encumbrances   whatsoever,    whether   perfected    or
                    unperfected;  and,  by  way  of  illustration  but  not
                    limitation, there are not any unpaid taxes, assessments
                    or charges due  or payable  by Seller  to any  federal,
                    state  or   local  agency,   or  any   obligations   or
                    liabilities or any  unsatisfied judgments against,  or,
                    to the best  of Seller's knowledge,  any litigation  or
                    proceedings pending  or  threatened against  Seller  by
                    Seller's  employees,  clients,  customers,   creditors,
                    suppliers, or any other party  (nor state of facts  for
                    any   such   obligation,   liability,   litigation   or
                    proceeding), that  could  become a  claim,  obligation,
                    liability, lien or other charge of or against Purchaser
                    or the Purchased Assets.  To  the best of knowledge  of
                    Seller, all of  Seller's tangible  and other  operating
                    assets used  in  the  Business  which  are  being  sold
                    hereunder to Purchaser are in good operating  condition
                    and  repair,  free  of  all  structural,  material   or
                    mechanical defects and conform with all applicable laws
                    and regulations. 

               (b)  Except as  otherwise  specifically  set  forth  herein,
                    Seller is not a party to any contract, agreement, lease
                    or  commitment  that   would  result   in  any   claim,
                    obligation, liability,  lien  or other  charge  against
                    Purchaser or the Purchased Assets, and Purchaser is not
                    obligated to assume the obligations under any contract,
                    agreement, lease  or commitment  of Seller,  except  as
                    specifically set forth herein. 

          9.13 Pending Actions
                             
                             
                              .

               Seller has not been  served with or  received notice of  any
               actions,   suits,   arbitrations,   OSHA,   EPA   or   other
               governmental  violations,  or   any  other  proceedings   or
               investigations, either administrative or judicial,  strikes,
               lockouts  or  NLRB  charges  or  complaints  ("Actions   and
               Disputes").  To the best of Seller's knowledge, there are no
               Actions  or  Disputes  pending  or  threatened  against   or
               affecting  (directly  or  indirectly)  the  Seller  or   its
               property or assets,  nor are there  any facts or  conditions
               which exist which  would give rise  to any  such Actions  or
               Disputes which,  if determined  adversely to  Seller,  would
               have a material adverse effect upon Seller's Business. 



                                       - 25 -
<PAGE>






          9.14         
                       
                       
               Insurance.

               The Disclosure Schedule  contains an  accurate and  complete
               listing  (showing  type  of  insurance,  amount,   insurance
               company, annual  premium  and  special  exclusions)  of  all
               policies of fire, liability, worker's compensation and other
               forms of insurance owned  or held by the  Seller.  All  such
               policies are in  full force and  effect; are sufficient  for
               compliance  with  all  requirements   of  law  and  of   all
               agreements to  which  the  Seller is  a  party;  are  valid,
               outstanding  and  enforceable  policies;  provide   adequate
               insurance coverage  for the  assets  and operations  of  the
               Seller and will remain in full force and effect through  the
               Closing.    There   are  no   outstanding  requirements   or
               recommendations by  any  insurance  company  that  issued  a
               policy with respect to any of  the properties and assets  of
               the Seller by any Board of  Fire Underwriters or other  body
               exercising similar functions or  by any Governmental  Entity
               requiring or recommending  any repairs or  other work to  be
               done on or with respect to any of the properties and  assets
               of the Seller or requiring or recommending any equipment  or
               facilities to be installed on or  in connection with any  of
               the properties or assets of the Seller. 

          9.15                  
                                
                                
               Status of Business. 

               (a)  Since October 31, 1997, the Business of the Seller  has
                    been operated only in the ordinary course, and,  except
                    as set forth  in the Disclosure  Schedule or  permitted
                    under Section 2.3 dealing  with Excluded Assets,  there
                    has not been with respect to the Business: 

                 (i)     Any material change in its condition (financial or
                         other), assets, liabilities, obligations, business
                         or earnings, except changes in the ordinary course
                         of business, none  of which in  the aggregate  has
                         been materially adverse;

                (ii)     Any material liability  or obligation incurred  or
                         assumed,  or  any  material  contract,  agreement,
                         arrangement, lease (as lessor or lessee), or other
                         commitment entered into or  assumed, on behalf  of
                         the Business, whether written  or oral, except  in
                         the ordinary course of business;

               (iii)     Any  purchase  or  sale  of  material  assets   in
                         anticipation of this  Agreement, or any  purchase,
                         lease, sale, abandonment  or other disposition  of
                         material assets, except in the ordinary course  of
                         business;

                (iv)     Any waiver  or  release of  any  material  rights,



                                       - 26 -
<PAGE>





                         except for rights of nominal value;

                 (v)     Any cancellation  or  compromise of  any  material
                         debts owed to Seller  or material claims known  by
                         Seller against another person or entity, except in
                         the ordinary course of business;

                (vi)     Any damage  or  destruction  to  or  loss  of  any
                         physical  assets  or  property  of  Seller   which
                         materially adversely affects  the Business or  any
                         of the properties  of the Seller  (whether or  not
                         covered by insurance);

               (vii)     Any material changes in the accounting  practices,
                         depreciation or  amortization    policy  or  rates
                         theretofore adopted by the Seller, or any material
                         revaluation or write-up  or write-down  of any  of
                         its assets;

               (viii)    Any direct  or  indirect redemption,  purchase  or
                         other acquisition for value  by the Seller of  its
                         shares, or any agreement to do so;

                (ix)     Any material increase  in the compensation  levels
                         or in the method  of determining the  compensation
                         of any of the Seller's officers, directors, agents
                         or employees,  or  any bonus  payment  or  similar
                         arrangement with or  for the benefit  of any  such
                         person, any increase  in benefits  expense to  the
                         Seller, any  payments made  or declared  into  any
                         profit-sharing, pension, or other retirement  plan
                         for the benefit of employees of the Seller, except
                         in the ordinary course of business;

                 (x)     Any loans or advances  between the Seller and  any
                         Shareholder, or any family member or any associate
                         or Affiliate of the Seller or of any Shareholder;

                (xi)     Any  material  contract  cancelled  or  the  terms
                         thereof  amended  or  any  notice  received   with
                         respect  to  any  such  contract  terminating   or
                         threatening termination or  amendment of any  such
                         contract;

               (xii)     Any transfer or grant of any material rights under
                         any leases, licenses, agreements, or with  respect
                         to any trade secrets or know-how;

               (xiii)    Any  labor   trouble   or   employee   controversy
                         materially adversely  affecting  its  Business  or
                         assets; or

               (xiv)     Any  dividend  or  other  distribution  on  or  in



                                       - 27 -
<PAGE>





                         respect of shares of its capital stock. 

               (b)  Seller is not

                 (i)     in violation of  any outstanding judgment,  order,
                         injunction, award or decree specifically  relating
                         to the Business, or

                (ii)     in violation of any  federal, state or local  law,
                         ordinance or regulation which is applicable to the
                         Business, except  where  such violation  does  not
                         have a materially adverse effect on the Business.

                    Seller has  all permits,  licenses, orders,  approvals,
                    authorizations,  concessions  and  franchises  of   any
                    federal, state or local governmental or regulatory body
                    that are material to or necessary in the conduct of the
                    Business, except  where failure  to have  such  permit,
                    license, order, approval, authorization, concession  or
                    franchise does not have a materially adverse effect  on
                    the Business.    All such  permits,  licenses,  orders,
                    approvals, concessions and franchises are set forth  on
                    the Disclosure  Schedule  and  are in  full  force  and
                    effect and there is no proceeding, or to the  knowledge
                    of Seller, threatened to revoke or limit any of them. 

               (c)  No  claim,   litigation,   action,   investigation   or
                    proceeding is pending or,  to the knowledge of  Seller,
                    threatened, and  no  order,  injunction  or  decree  is
                    outstanding, against or relating to the Business or its
                    assets, and  Seller does  not know  of any  information
                    which could result in such a claim, litigation, action,
                    investigation  or  proceeding,  which,  if   determined
                    adversely to  Seller,  would have  a  material  adverse
                    effect upon Seller's Business. 

               (d)  Seller has accrued or paid in full, to all employees of
                    the Business, in the  normal course of its  operations,
                    all wages,  salaries, commissions,  bonuses,  vacations
                    and  other   direct  compensation   for  all   services
                    performed by them.  To the best of Seller's  knowledge,
                    Seller is  in compliance  with all  federal, state  and
                    local laws,  ordinances  and  regulations  relating  to
                    employment and  employment practices  at the  Business,
                    and all employee benefit plans and tax laws relating to
                    employment at  the  Business, except  where  such  non-
                    compliance would not have  a materially adverse  effect
                    on the Business.   There  is no  unfair labor  practice
                    complaint  against  Seller  relating  to  the  Business
                    pending before the  National Labor  Relations Board  or
                    similar agency or  body and,  to the  best of  Seller's
                    knowledge, no condition exists that could give rise  to
                    any unfair labor practice complaint.  There is no labor



                                       - 28 -
<PAGE>





                    strike, dispute, slowdown or stoppage actually  pending
                    or, to the knowledge  of Seller, threatened against  or
                    involving the Business.  Seller has no labor  contracts
                    or collective bargaining agreements with respect to any
                    of its employees. 

          9.16 Environmental Laws
                                
                                
                                 .

               (a)  To the  best of  Seller's  knowledge, the  real  estate
                    located at (i) Mountaineer  Mall, Morgantown, WV;  (ii)
                    300 Roxalana  Business Road,  Dunbar,  WV   25064;  and
                    (iii) 14201 Justice Road, Midlothian, VA  23113  (_Real
                    Estate_) have not been used or operated in any  fashion
                    involving  producing,   handling   and   disposing   of
                    chemicals,  toxic  substances,   wastes  and   effluent
                    materials, x-rays  or  other materials  or  devices  in
                    material violation of any  laws, rules, regulations  or
                    orders, and to the best of Seller's knowledge, the Real
                    Estate is in material compliance with applicable  laws,
                    regulations, ordinances,  decrees  and  orders  arising
                    under or relating to health, safety, and  environmental
                    laws and regulations, including without limitation  the
                    Federal Occupation  and Safety  Health Act,  29  U.S.C.
                    S651,  et  seq.;  Federal  Resource  Conservation   and
                    Recovery  Act  ("RCRA"),  42  U.S.C.  S6901,  et  seq.;
                    Federal    Comprehensive    Environmental     Response,
                    Compensation and  Liability Act  ("CERCLA"), 42  U.S.C.
                    S9601, et seq.;  the Federal Clean  Air Act, 42  U.S.C.
                    S2401, et seq.; the Federal Clean Water Act, 33  U.S.C.
                    S1251, et  seq.;  and all  state  and local  laws  that
                    correspond therewith or supplement such laws. 

               (b)  To the best of Seller's knowledge, the Real Estate  has
                    not been  operated, in  violation of  any laws,  rules,
                    regulations or orders, so as  to involve or create  any
                    surface impoundments, incinerators,  land fills,  waste
                    storage tanks,  waste  piles, or  deep  well  injection
                    systems or  for the  purpose of  storage, treatment  or
                    disposal of a  hazardous waste  as defined  by RCRA  or
                    hazardous  substance,  pollutant   or  contaminate   as
                    defined  by  CERCLA  and,  to  the  best  of   Seller's
                    knowledge, no acts have been committed that would  make
                    the Real Estate or any part thereof subject to remedial
                    action under RCRA or  CERCLA or corresponding state  or
                    local laws.

               (c)  To the best of Seller's knowledge, there have not been,
                    are not now and as of  the Closing Date, there will  be
                    no solid waste,  hazardous waste, hazardous  substance,
                    toxic  substance,   toxic  chemicals,   pollutants   or
                    contaminants,  underground  storage  tanks,  purposeful
                    dumps, or accidental  spills in, on  or about the  Real
                    Estate or any of the assets of the Seller, whether real



                                       - 29 -
<PAGE>





                    or personal, owned  or leased,  or stored  on any  real
                    property owned  or  leased  by the  Seller  or  by  the
                    Seller's lessees, licensees, invites, or predecessors.

               (d)  Seller is not engaged in, and  to the best of  Seller's
                    knowledge  and  belief,  is  not  threatened  with  any
                    litigation, or governmental  or other proceeding  which
                    may give rise to  any claim against  the Real Estate.  
                    Specifically, there  are  no  pending  suits,  charges,
                    actions,   governmental   investigations,   or    other
                    proceedings, involving, directly or indirectly  without
                    limitation, the  laws,  statutes  and  regulations  set
                    forth in subsection (a), above, whether initiated by  a
                    third party or  by Seller and  there are  none, to  the
                    best  of  Seller's  knowledge,  threatened  against  or
                    relating  to  or  involving  the  Real  Estate  or  the
                    transactions contemplated by this Agreement.  Seller is
                    not  in  default  with  respect  to  any  order,  writ,
                    injunction or decree  of any federal,  state, local  or
                    foreign court, department, agency or instrumentality.

               (e)  The Disclosure Schedule  will list  all waste  disposal
                    sites, dump sites  and other areas  either on the  Real
                    Estate or  offsite at  which hazardous  or toxic  waste
                    generated by the Seller has been disposed (in each case
                    identifying such  waste)  and  it  will    specifically
                    identify each such site  or area which  is or has  been
                    included in  any  published  federal,  state  or  local
                    (domestic  or  foreign)  superfund  or  other  list  of
                    hazardous or toxic waste sites or areas.  
               (f)  To the best of Seller's knowledge, Seller has  obtained
                    all permits,  and  licenses  and  other  authorizations
                    required by  all environmental  laws; and  all of  such
                    permits, licenses and other authorizations are in  full
                    force and effect  as of the  date hereof.   A true  and
                    correct list of  all such permits,  licenses and  other
                    authorizations is set forth in the Disclosure Schedule.


          9.17 Certain Employees
                               
                               
                               

               (a)  Each of  the  following  is included  in  the  list  of
                    agreements set forth in  the Disclosure Schedule:   all
                    collective  bargaining   agreements,   employment   and
                    consulting   agreements,    bonus    plans,    deferred
                    compensation   plans,   employee   pension   plans   or
                    retirement  plans,   employee   profit-sharing   plans,
                    employee  stock  purchase   and  stock  option   plans,
                    hospitalization  insurance,   and   other   plans   and
                    arrangements  providing   for  employee   benefits   of
                    employees of the Seller. 

               (b)  The Disclosures Schedule contains a true, complete  and



                                       - 30 -
<PAGE>





                    accurate list of the following:  the names,  positions,
                    and  compensation  of  the  present  employees  of  the
                    Seller, together with a statement of the annual  salary
                    payable to  salaried employees  and  a summary  of  the
                    bonuses and  description of  agreements for  additional
                    compensation and other like  benefits, if any, paid  or
                    payable to such persons for the period set forth in the
                    Disclosure  Schedule.     Except  as   listed  in   the
                    Disclosure Schedule, to the best of Seller's knowledge,
                    all employees of Seller are employees-at-will.

               (c)  Seller has no  retired employees who  are receiving  or
                    are entitled to receive  any payments, health or  other
                    benefits from Seller. 

          9.18 Payments to Employees
                                   
                                   
                                    .

               All accrued obligations of Seller relating to employees  and
               agents of Seller,  whether arising by  operation of law,  by
               contract, or  by past  service, for  payments to  trusts  or
               other funds  or  to  any  governmental  agency,  or  to  any
               individual employee  or agent  (or his  heirs, legatees,  or
               legal  representatives)   with   respect   to   unemployment
               compensation  benefits,   profit   sharing   or   retirement
               benefits, or  social security  benefits  have been  paid  or
               accrued by Seller.  All obligations of Seller as an employer
               or  principal  relating  to  employees  or  agents,  whether
               arising by  operation  of  law,  by  contract,  or  by  past
               practice, for vacation and  holiday pay, bonuses, and  other
               forms of compensation  which are  or may  become payable  to
               such employees or agents, have been paid or will be paid  or
               accrued by Seller. 

          9.19                        
                                      
                                      
               Change of Corporate Name.

               At the  Closing, Seller,  if  requested by  Purchaser  shall
               execute a Consent for Use of  Similar Name, as set forth  in
               the Disclosure Schedule,  granting to Purchaser  the use  of
               the letters CBS. 

          9.20 Brokers and Finders
                                 
                                 
                                  .

               Except as set forth in  the Disclosure Schedule, no  broker,
               finder or  other  person  or  entity  acting  in  a  similar
               capacity has participated on behalf  of Seller in   bringing
               about the transaction herein  contemplated, or rendered  any
               service with respect  thereto or  been in  any way  involved
               therewith. 








                                       - 31 -
<PAGE>





          9.21                            
                                          
                                          
               Preservation of Organization.

               Except as  set  forth  on  the  Disclosure  Schedule,  since
               October 31, 1997,  the Seller has  kept intact the  Business
               and organization of the Seller; retained the services of all
               the Seller's  material employees  and agents,  retained  the
               Seller's arrangements with the manufacturers of the products
               distributed by Seller in the same manner as conducted  prior
               to such date, and  engaged in no  transaction other than  in
               the ordinary course of Seller's Business. 

          9.22 Absence of Certain Business Practices
                                                   
                                                   
                                                    .

               Neither Seller, nor  any officer, employee  or agent of  the
               Seller, 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  Seller or  the
               Business (or assist Seller 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 Seller 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 adverse effect  on the Business, (iii)  which
               if not  continued  in  the future,  might  have  a  material
               adverse effect on the Business or subject Seller 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. 

          9.23 Suppliers
                       
                       
                        .

               The  Disclosure  Statement  sets  forth  the  names  of  and
               description of  contractual  arrangements  (whether  or  not
               binding or  in writing)  with the  twenty-five (25)  largest
               suppliers of the Seller  by sales or  services in dollars.  
               Assuming that Purchaser continues to conduct the Business in
               the ordinary course consistent with Seller's prior practices
               generally and specifically with respect to Seller's  current
               suppliers, Seller has  no direct knowledge  that any of  the
               current suppliers  of the  Seller will,  or intend  to,  (a)
               cease doing  business with  the  Seller; or  (b)  materially
               alter the amount of business  they are currently doing  with
               the Seller; or (c) not do business with the Purchaser  after
               the Closing. 

          9.24                        
                                      
                                      
               Product Liability Claims.




                                       - 32 -
<PAGE>





               To the best  of Seller's  knowledge, there  are no  material
               product  liability   claims  against   the  Seller,   either
               potential or  existing,  which  are  not  fully  covered  by
               product liability  insurance  coverage  with  a  responsible
               company which, if determined adversely to Seller, would have
               a material adverse effect upon Seller's Business. 
          9.25                      
                                    
                                    
               Employee Benefit Plans.

               For the  purposes  of  this  Section  9.25,  "Seller"  shall
               include all persons who are members of a controlled group, a
               group of trades  or businesses under  common control, or  an
               affiliated service group  (within the  meanings of  Sections
               414(b), (c) or (m)  of the Code), of  which the Seller is  a
               member.

               (a)  The Employee Benefit Plans presently maintained by  the
                    Seller or to  which the Seller  has contributed  within
                    the past  six (6)  years, including  any terminated  or
                    frozen plans which  have not yet  distributed all  plan
                    assets,  are    fully  set  forth  in  the   Disclosure
                    Schedule.   For purposes  of this  provision, the  term
                    "Employee Benefit Plan" shall mean:

                    (i)  A Welfare Benefit Plan as defined in Section  3(1)
                         of the Employee Retirement Income Security Act  of
                         1974, as  amended  ("ERISA") established  for  the
                         purpose of providing for its participants or their
                         beneficiaries, through the  purchase of  insurance
                         or otherwise, medical, surgical, or hospital  care
                         or benefits, or benefits in the event of sickness,
                         accident,  disability,   death   or   unemployment
                         (including any plan or program of severance  pay),
                         or  vacation  benefits,  apprenticeship  or  other
                         training   programs,   or   day   care    centers,
                         scholarship funds, or  prepaid legal services,  or
                         any benefit  described in  Section 302(c)  of  the
                         Labor Management Relations Act of 1947;

                    (ii) An Employee  Pension Benefit  Plan as  defined  in
                         Section 3(2) of ERISA established or maintained by
                         the Seller for the purpose of providing retirement
                         income  to  employees  or   for  the  purpose   of
                         providing deferral  of  income  by  employees  for
                         periods extending  to the  termination of  covered
                         employment or beyond; and

                    (iii)     Any other plan or arrangement not covered  by
                         ERISA but which provides benefits to employees  or
                         former  employees  and   results  in  an   accrued
                         liability on  the part  of  the Seller  either  by
                         contract or by operation of law. 

               (b)  With respect to  any such Employee  Benefit Plans,  the



                                       - 33 -
<PAGE>





                    Seller represents  and warrants  that, to  the best  of
                    Seller's knowledge;

                    (i)  The Seller has not,  with respect to any  Employee
                         Benefit   Plans,   engaged   in   any   prohibited
                         transaction, as such  term is  defined in  Section
                         4975 of the Code or Section 406 of ERISA. 

                    (ii) The Seller  has,  with  respect  to  any  Employee
                         Benefit Plans,  complied  with all  reporting  and
                         disclosure  requirements  required  by  Title   I,
                         Subtitle B, Part 1 of ERISA.

                    (iii)     There was no  accumulated funding  deficiency
                         (as defined in  section 302 of  ERISA and  Section
                         412 of  the Code)  with  respect to  any  Employee
                         Pension Benefit Plan  which is  a defined  benefit
                         pension plan,  whether or  not waived,  as of  the
                         last day of  the most  recent fiscal  year of  the
                         plans ending prior to the date of this  Agreement.


                    (iv) There are  no contributions  due to  any  Employee
                         Pension Benefit Plan  for the  most recent  fiscal
                         year of the plans ending prior to the date of this
                         Agreement and  the Seller's  Financial  Statements
                         reflect  any  liability  of  the  Seller  to  make
                         contributions  to  the  Employee  Pension  Benefit
                         Plans.

                    (v)  No  material  liability  to  the  Pension  Benefit
                         Guaranty Corporation  ("PBGC") has  been  asserted
                         with respect to any Employee Pension Benefit  Plan
                         which is a defined benefit pension plan. 

                    (vi) There has been no reportable event as described in
                         Section 4043(b) of ERISA since the effective  date
                         of Section  4043  of  ERISA with  respect  to  any
                         Employee Pension Benefit Plan  which is a  defined
                         benefit plan. 

                    (vii)     Except   for   claims    for   benefits    by
                         participants  and  beneficiaries  in  the   normal
                         course  of  events,  to   the  best  of   Seller's
                         knowledge,  there  are   no  claims,  pending   or
                         threatened,  by  any  individual  or  Governmental
                         Entity, which, if decided adversely, would have  a
                         material  adverse   effect  upon   the   financial
                         condition of any Employee  Benefit Plan, the  plan
                         administrator of any Employee Benefit Plan, or the
                         Seller.

                    (viii)    The Seller has made available for  inspection



                                       - 34 -
<PAGE>





                         all  annual  reports  for  the  Seller  filed   on
                         Internal Revenue  Service  ("IRS")  Form  5500  or
                         5500C, all reports for  the Seller prepared by  an
                         actuary for the  last three plan  years, the  plan
                         and  trust   documents   and  the   Summary   Plan
                         Description, as amended, for each Employee Benefit
                         Plan and the last filed PBGC1 Form (if applicable)
                         for each Employee  Benefit Plan,  with respect  to
                         any  Employee  Benefit  Plans  other  than  multi-
                         employer plans  (within  the  meaning  of  Section
                         3(37) of ERISA), and other reports filed with  the
                         PBGC during the last three plan years.

                    (ix) All Employee Pension Benefit Plans are intended to
                         be qualified retirements  plans under  the Code.  
                         The IRS  has  issued,  and  the  Seller  has  made
                         available for  inspection, one  or more  favorable
                         determination  letters   with   respect   to   the
                         qualification  of  all  Employee  Pension  Benefit
                         Plans stating that from the inception of each such
                         plan, such plan has  been qualified under  Section
                         401(a) of the  Code and each  trust maintained  in
                         connection with such plan  has been and is  exempt
                         under Section 501(a)  if the Code.   The time  for
                         adoption of any amendments required by changes  in
                         the Code  since  such determination  letters  were
                         issued, or  changes  required  by  the  IRS  as  a
                         condition  for  continued  qualification  of  such
                         plans has not expired,  or did not expire  without
                         such amendments being made.   Such plans are  now,
                         and always have been,  established in writing  and
                         maintained and  operated  in accordance  with  the
                         plan documents,  ERISA, the  Code, and  all  other
                         applicable laws. 

                    (x)  There is no liability arising from the termination
                         or partial  termination  of any  Employee  Benefit
                         Plan, except for liabilities as to which  adequate
                         reserves   are   reflected   on   the    Financial
                         Statements,  and   there   exists   no   condition
                         presenting a material risk of such liability.

                    (xi) The Seller has timely made any contributions it is
                         obligated  to  make  to  any  multi-employer  plan
                         within the meaning of Section 3(37) of ERISA.  The
                         Seller has  no liability  arising as  a result  of
                         withdrawal from any  multi-employer plan, no  such
                         withdrawal liability has been asserted and no such
                         withdrawal liability will be asserted with  regard
                         to any  withdrawal  or partial  withdrawal  on  or
                         before the date of this Agreement. 

          9.26                                
                                              
                                              
               Assets Necessary to the Business. 



                                       - 35 -
<PAGE>






               The Seller  owns all  assets  and properties  (tangible  and
               intangible)  necessary  to   carry  on   its  Business   and
               operations as  presently  conducted  and  as  shown  on  the
               Financial Statements.  Such assets and properties are all of
               the assets  and properties  necessary to  carry on  Seller's
               Business as presently conducted and none of the Shareholders
               (other than through their ownership  of stock in the  Seller
               and/or as  set forth  on the  Disclosure Schedule)  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 Seller. 

          9.27 Transactions with Affiliates
                                          
                                          
                                           . 

               Except as disclosed on the Disclosure Schedule, there is  no
               lease, sublease, contract, agreement or other arrangement of
               any  kind  whatsoever  entered   into  by  Seller  and   any
               Shareholder or affiliate. 

          9.28 Territorial Restrictions
                                      
                                      
                                       . 

               Except as described  in the Disclosure  Schedule, Seller  is
               not restricted  by any  written agreement  or  understanding
               with any other Person from carrying on the Business anywhere
               in the world.  Neither Purchaser  nor any of its  affiliates
               will, as  a  result  of its  acquisition  of  the  Purchased
               Assets,  become  restricted  in  carrying  on  the  Business
               anywhere in the world as a  result of any contract or  other
               agreement to  which Seller  is a  party or  by which  it  is
               bound.

          9.30 Full Disclosure
                             
                             
                              .

               None of  the  representations  and warranties  made  by  the
               Seller  herein,  or  made  on  its  behalf,  including   any
               disclosures made  in the  Disclosure Schedule,  contains  or
               will contain, to the best of Seller's knowledge, any  untrue
               statement of  material  fact  or  omits  or  will  omit  any
               material fact.


                                         10.
                                                               
                                                               
                                                               
                     REPRESENTATIONS AND WARRANTIES OF PURCHASER

          Purchaser hereby  represents  and  warrants to  Seller  that  the
          following statements are true and correct  as of the date  hereof
          and shall remain true  and correct as of  the Closing as if  made
          again at and as of that time. 







                                       - 36 -
<PAGE>





          10.1                                                  
                                                                
                                                                
               Organization, Good Standing and Power of Purchaser.

               (a)  Purchaser is a  corporation duly incorporated,  validly
                    existing and in  good standing  under the  laws of  the
                    State of  Delaware and  has  full corporate  power  and
                    lawful authority to execute,  deliver and perform  this
                    Agreement and conduct the Business of Seller  currently
                    conducted by  Seller in  each of  the jurisdictions  in
                    which Seller currently conducts its Business, which are
                    the only  jurisdictions  where  the failure  to  be  so
                    qualified by  Purchaser will  have a  material  adverse
                    effect on the business prospects or financial condition
                    of Purchaser. 

          10.2 Status of Agreements
                                  
                                  
                                   . 

               (a)  All requisite corporate action (including action of its
                    Board of Directors)  to approve,  execute, deliver  and
                    perform  this  Agreement  and   each  of  the     other
                    agreements,  instruments  and  other  documents  to  be
                    delivered  by  and  on  behalf  of  Purchaser   ("Other
                    Purchaser Documents") in  connection herewith has  been
                    taken by Purchaser.  This  Agreement has been duly  and
                    validly  executed  and   delivered  by  Purchaser   and
                    constitutes  the  valid   and  binding  obligation   of
                    Purchaser enforceable in  accordance with  its terms.  
                    All Other  Purchaser Documents  in connection  herewith
                    will, when executed and delivered, constitute the valid
                    and binding  obligation  of  Purchaser  enforceable  in
                    accordance with their respective terms.

               (b)  No authorization,  approval, consent  or order  of,  or
                    registration, declaration  or filing  with, any  court,
                    governmental body or agency or other public or  private
                    body,  entity  or  person   is  required  (except   for
                    Purchaser's primary  lender,  Star  Bank,  N.A.,  whose
                    consent  shall  be  obtained   prior  to  Closing)   in
                    connection with the execution, delivery or  performance
                    of this Agreement or  any Other Purchaser Documents  in
                    connection herewith. 

               (c)  Neither the execution, delivery nor performance of this
                    Agreement or any  of the Other  Purchaser Documents  in
                    connection herewith does or will: 

                       (i)    conflict  with,  violate  or  result  in  any
                         breach of  any judgment,  decree, order,  statute,
                         ordinance,  rule  or   regulation  applicable   to
                         Purchaser;

                      (ii)    conflict  with,  violate  or  result  in  any
                         breach of  any agreement  or instrument  to  which
                         Purchaser is a party or by which Purchaser or  any



                                       - 37 -
<PAGE>





                         of Purchaser's assets or  properties is bound,  or
                         constitute a default thereunder or give rise to  a
                         right  of   acceleration  of   an  obligation   of
                         Purchaser; or

                     (iii)    conflict with or violate any provision of the
                         Articles  of   Incorporation   or     By-Laws   of
                         Purchaser. 

          10.3                   
                                 
                                 
               Brokers and Finders. 

               No broker,  finder or  other person  or entity  acting in  a
               similar capacity has participated on behalf of Purchaser  in
               bringing  about  the  transaction  herein  contemplated,  or
               rendered any service with respect thereto or been in any way
               involved therewith.


                                         11.
                                   BULK SALES ACT
                                                 
                                                
                                                 

          11.1 Compliance
                                            
                                            
                                            
                          with Bulk Sales Act.

               Purchaser waives  compliance  with  the  provisions  of  any
               applicable bulk  sales law  and  Seller and  Shareholders,  
               jointly and severally, agree to indemnify and hold  harmless
               Purchaser from any  liability incurred  as a  result of  the
               failure to  so  comply,  except  to  liabilities  explicitly
               assumed hereunder by Purchaser.


                                         12.
                            SURVIVAL OF AND RELIANCE UPON
                                                                       
                                                                       
                                                                       
             REPRESENTATIONS, WARRANTIES AND AGREEMENTS; INDEMNIFICATION

          12.1 Survival of Representations and Warranties
                                                        
                                                        
                                                         .

               The parties acknowledge and agree that all  representations,
               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  continue to  be binding  upon  the
               party giving such representation, warranty or agreement  and
               shall be fully  enforceable to  the extent  provided for  in
               Sections 12.3 and 12.4 hereof, at law or in equity, for  the
               period beginning on the date of Closing and ending three (3)
               years thereafter, except for the representations, warranties
               and agreements designated  and identified  in Sections  3.1,
               3.2, 3.3, 4.2, 9.3,  9.11, 9.12, 9.16  and 10.2 which  shall
               survive the Closing and  shall terminate in accordance  with
               the statute of  limitations governing  written contracts  in
               the State of Virginia and Exhibits  K, K-1, L, L-1, L-2  and
               M, which shall terminate as provided therein.



                                       - 38 -
<PAGE>






          12.2                                                            
                                                                          
                                                                          
               Reliance Upon and Enforcement of Representations, Warranties
               and Agreements
                            
                            
                             . 
               (a)  Seller hereby agree that, notwithstanding any right  of
                    Purchaser to fully investigate  the affairs of  Seller,
                    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,
                    warranties and agreements of  Seller contained in  this
                    Agreement  and  upon  the  accuracy  of  any  document,
                    certificate or exhibit given or delivered to  Purchaser
                    pursuant to the provisions of this Agreement.

               (b)  Purchaser hereby agrees that, notwithstanding any right
                    of  Seller  to   fully  investigate   the  affairs   of
                    Purchaser,  and  notwithstanding  knowledge  of   facts
                    determined or determinable by  Seller pursuant to  such
                    investigation or  right of  investigation, Seller  have
                    the right  to  rely  fully  upon  the  representations,
                    warranties and  agreements  of Purchaser  contained  in
                    this Agreement and upon  the accuracy of any  document,
                    certificate or  exhibit given  or delivered  to  Seller
                    pursuant to the provisions of this Agreement.

          12.3 Indemnification by Seller and Shareholders
                                                        
                                                        
                                                         .

               Provided Purchaser makes a written claim for indemnification
               against Seller  and/or  Shareholders within  any  applicable
               survival  period  specified  in  Section  12.1,  Seller  and
               Shareholders  (jointly   and  severally,   shall   indemnify
               Purchaser against and hold it harmless from:

            (i)     any and  all  loss,  damage,  liability  or  deficiency
                    resulting from or arising out  of any inaccuracy in  or
                    breach of  any representation,  warranty, covenant,  or
                    obligation made or incurred by Seller herein or in  any
                    other agreement, instrument or document delivered by or
                    on behalf of Seller pursuant  to the provisions of  the
                    Agreement;

           (ii)     any imposition  (including  by  operation  of  law)  or
                    attempted imposition by a third party upon Purchaser of
                    any  liability  of  Seller  which  Purchaser  has   not
                    specifically agreed to assume pursuant to Sections  3.1
                    and 3.2 of this Agreement;

          (iii)     any  liability  (except  for  any  Assumed  Liabilities
                    described in Section 3.1  and 3.2) or other  obligation
                    incurred by or  imposed upon  Purchaser resulting  from
                    the  failure  of  the   parties  to  comply  with   the
                    provisions of any law relating to bulk transfers  which
                    may   be   applicable   to   the   transaction   herein



                                       - 39 -
<PAGE>





                    contemplated;

           (iv)     any and all  costs and  expenses (including  reasonable
                    legal and  accounting  fees)  related  to  any  of  the
                    foregoing, subject to the provisions of Section 12.5.

               Except as otherwise provided  in this Agreement, nothing  in
               this Section 12.3 shall be construed to limit the amount  to
               which, or  the  time  by  which,  by  reason  of  offset  or
               otherwise, the  Purchaser may  recover  from Seller  or  the
               Shareholders  pursuant  to  this  Agreement  resulting  from
               Seller's  or  the Shareholders' breach  or violation of  any
               representation, warranty,  covenant or  agreement  contained
               herein. 

               Any amounts to which  Purchaser, its successors or  assigns,
               is entitled to indemnification pursuant to the provisions of
               this Section,  subject to  the provisions  of Section  12.5,
               shall first be offset against  the amount payable to  Seller
               under the promissory note.  Provided, however, the offset in
               any  one  year  may  not  exceed  the  aggregate  amount  of
               principal and interest due on said promissory note for  said
               year.  Prior  to any  setoff, Purchaser  shall send  written
               notice to the holder of  the Promissory Note (the  _Holder_)
               stating  with   reasonable   specificity   the   basis   for
               Purchaser's right  to  such  indemnification  payment.    If
               within fifteen (15)  days after  receipt of  such notice  of
               setoff, the Holder  contests in writing  sent to  Purchaser,
               Purchaser's claim of indemnification under this Section  12,
               then the amount which Purchaser could otherwise have paid to
               the holder  but for  the exercise  of such  right of  setoff
               shall be  paid  into  an  interest  bearing  escrow  account
               maintained by a  bank selected  by Purchaser  pursuant to  a
               written escrow  agreement  signed  by the  parties  to  this
               Agreement or a bank account under  the joint control of  the
               parties to this Agreement, to be held in such account  until
               Purchaser and the  Holder have reached  Agreement as to  the
               amount, if any, of such indemnification payment and  setoff,
               or until  there  has  been a  judicial  resolution  of  such
               matter, at which  time the  amount held  in such  segregated
               account, together with any  interest accrued thereon,  shall
               be released to the  prevailing party, as appropriate  and/or
               instructed.  Purchaser and the  Holder agree that they  will
               use their best  efforts to resolve  any such dispute  within
               thirty (30) days of  receipt of notice  by Purchaser of  the
               Holder's objections to the setoff. 










                                       - 40 -
<PAGE>





          12.4                            
                                          
                                          
               Indemnification by Purchaser.

               Provided Shareholders and  Seller make a  written claim  for
               indemnification  against  Purchaser  within  any  applicable
               survival period specified in  Section 12.1, Purchaser  shall
               indemnify  Seller  and  Shareholders  against  and  hold  it
               harmless from  any  and  all loss,  damage,  liability  or  
               deficiency resulting from or arising out of: (i) any Assumed
               Liabilities; (ii) any liability of Purchaser arising out  of
               Purchaser's operations subsequent to the Closing (except  to
               the extent such  liability is the  result of a  breach of  a
               covenant  or  warranty  of  Seller  hereunder);  (iii)   any
               inaccuracy in  or breach  of any  representation,  warranty,
               covenant or obligation made or incurred by Purchaser  herein
               or in any other agreement, instrument, or document delivered
               by or on behalf of Purchaser  pursuant to the provisions  of
               this Agreement;  and  (iv) any  and  all related  costs  and
               expenses (including reasonable  legal and accounting  fees),
               subject to  the provisions  of 12.5.   Except  as  otherwise
               provided herein,  nothing  in  this Section  12.4  shall  be
               construed to  limit the  amount to  which,  or the  time  by
               which, by reason  of offset  or otherwise,  that Seller  may
               recover from Purchaser pursuant to this Agreement  resulting
               from  its  breach  or   violation  of  any   representation,
               warranty, covenant or agreement contained herein. 































                                       - 41 -
<PAGE>





          12.5                                           
                                                         
                                                         
               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.  Such notice shall be sent within ten (10) days
                    after  the  party  to   be  indemnified  has   received
                    notification of such claim,  but failure to notify  the
                    indemnifying party  shall  in no  event  prejudice  the
                    right  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
                    Seller and Shareholders on  the one hand, or  Purchaser
                    on the other hand, may have an obligation to  indemnify
                    the other, the party asserting such right to  indemnity
                    (the "Party to be Indemnified") shall give or cause  to
                    be given to  the party  from whom  indemnity is  sought
                    (the "Indemnifying Party") written notice thereof.  The
                    Indemnifying Party may elect,  within thirty (30)  days
                    after receipt of such notice,  or five (5) days  before
                    the return  date required  by  any citation,  claim  or
                    other statute, whichever occurs earlier, to contest  or
                    defend against such claim  at the Indemnifying  Party's
                    expense, and shall give written notice to the Party  to
                    be Indemnified of the commencement of such defense with
                    reasonable  promptness  after  giving  of  the  written
                    notice of the claim  by the Party  to be Indemnified.  
                    The Party  to  be  Indemnified  shall  be  entitled  to
                    participate with the Indemnifying  Party in such  event
                    (at  the  cost   and  expense  of   the  Party  to   be
                    Indemnified) but shall  not be entitled  in any way  to
                    release, waive,  settle,  modify,  or  pay  such  claim
                    without the consent  of the Indemnifying  Party if  the
                    Indemnifying Party has  assumed such defense.   In  the
                    event that  the Party  to be Indemnified determines  to
                    settle any such claim without such prior consent of the
                    Indemnifying Party, the  Indemnifying Party shall  have
                    no  further  indemnification  obligations  under   this
                    Section 12 with respect  to such claim.   In the  event
                    that the Indemnifying Party does not elect to  contest,
                    defend, settle or pay the claim as provided above,  the
                    Party to be Indemnified shall have the exclusive  right
                    to prosecute,  defend, compromise,  settle or  pay  the
                    claim in  its sole  discretion  and pursue  its  rights
                    under this Agreement.   In the  event the  Indemnifying
                    Party shall assume the defense, the Indemnifying  Party
                    and the Party to be Indemnified shall cooperate in  the
                    defense of such action and the records of each shall be
                    available to the other with respect to such defense. 

          12.6                       
                                     
                                     
               Limitation on Liability



                                       - 42 -
<PAGE>






               Notwithstanding  anything  expressed   or  implied  to   the
               contrary in this Agreement:

               Each Shareholder and  Seller shall have  no liability  under
               Section 12.3 until the aggregate amount of all claims  under
               Section 12.3  exceed a  deductible of  Ten Thousand  Dollars
               ($10,000); provided, however, that if such claims exceed Ten
               Thousand  Dollars   ($10,000),  then   the   indemnification
               provided for in Section 12.3 shall apply to claims in excess
               of the Ten  Thousand Dollars  ($10,000) deductible  provided
               for above. 


                                         13.
                                                   
                                                  
                                                   
                                 EXPRESS CONDITIONS

          13.1 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,
                    Star Bank, N.A., consent to the transaction. 

               (b)  Purchaser shall  have  acquired all  necessary  permits
                    from  federal,  state  and  local  agencies  that   are
                    necessary to conduct business in the States of Virginia
                    and West Virginia. 

               (c)  Approval of the Board of Directors of Purchaser. 

               (d)  Purchaser has completed its due diligence investigation
                    of the  books and  records  and business  prospects  of
                    Seller to its satisfaction. 

               The contingencies set forth in  this Section shall have  all
               been met, or rejected in  writing, by Purchaser and  Seller,
               where applicable, no later than March 6, 1998.


                                         14.
                                     THE CLOSING
                                               
                                               
                                               

          14.1 Date, Time and Place of Closing
                                             
                                             
                                              .

               Consummation of  the transactions  contemplated hereby  (the
               "Closing") shall take place on  March 6, 1998 (the  "Closing
               Date"), at  10:00 a.m.  EST at  the offices  of Lindhorst  &
               Dreidame, 312 Walnut Street,  Suite 2300, Cincinnati, Ohio  
               45202, or on such other Closing Date, or at such other  time
               and/or place as the parties may mutually agree upon. 





                                       - 43 -
<PAGE>





          14.2                                               
                                                             
                                                             
               Conditions Precedent to Purchaser's Obligations.

               The obligation of  Purchaser to perform  in accordance  with
               this Agreement and  to consummate the  transactions herein  
               contemplated is subject to the satisfaction of the following
               conditions at or before the Closing:

               (a)  Seller shall have  complied with and  performed all  of
                    the   representations,   warranties,   agreements   and
                    covenants hereunder  required  to be  performed  by  it
                    prior to or at the Closing;

               (b)  There shall be  no pending or  threatened legal  action
                    which, if  successful, would  prohibit consummation  or
                    require  substantial  rescission  of  the  transactions
                    contemplated by this Agreement;

               (c)  The business,  aggregate properties  and operations  of
                    Seller  shall  not   have  been  materially   adversely
                    affected as a  result of  any fire,  accident or  other
                    casualty or any labor disturbance or act of God or  the
                    public enemy, and  there shall otherwise  have been  no
                    material adverse  change  to  the  business,  aggregate
                    properties, or operations of Seller since December  31,
                    1997;

               (d)  Seller shall have delivered to Purchaser, at or  before
                    the Closing,  the  following documents,  all  of  which
                    shall be in form and substance reasonably acceptable to
                    the Purchaser and its counsel:

                 (i)     The instruments of  transfer required by  Sections
                         2.5 and 2.6;

                (ii)     Releases (or copies thereof) of all liens, claims,
                         charges,  encumbrances,  security  interests   and
                         restrictions  on  Purchased  Assets  necessary  to
                         provide  Purchaser  with   good,  marketable   and
                         indefeasible title to each of the Purchased Assets
                         at the Closing;

               (iii)     Certified copies of the corporate actions taken by
                         the Board of Directors and Shareholders of  Seller
                         authorizing   the    execution,    delivery    and
                         performance of this Agreement;

                (iv)     Certificates of  Existence  for  Seller  from  the
                         Secretary of State  of Virginia  dated no  earlier
                         than fifteen (15) days prior to Closing;

                 (v)     Opinion letter  of Saunders,  Cary and  Patterson,
                         Richmond, VA for Seller containing the opinion set
                         forth in Exhibit _N_;



                                       - 44 -
<PAGE>






                (vi)     Seller shall have  entered into the  Subordination
                         Agreement in the form  attached hereto as  Exhibit
                         "I";

               (vii)     Seller and  the  Shareholders shall  have  entered
                         into the non-competition  agreements set forth  in
                         Exhibits _L_, _L-1" and _L-2";

               (viii)    Shareholders   shall   have   entered   into   the
                         Employment Agreements  set forth  in Exhibits  _K_
                         and _K-1";

                (ix)     The express  conditions set  forth in  Section  13
                         have been satisfied or waived. 

               (e)  Seller will execute the Consent for Use of Similar Name
                    as set forth in Section 9.19. 

               (f)  CCS&W, a Virginia general partnership, shall enter into
                    a lease  agreement  with Purchaser  for  the  Richmond,
                    Virginia location as set forth in Exhibit _M_.

               (g)  Purchaser shall have  received assurances  in form  and
                    substance  satisfactory   to  it   (that  may   include
                    insurance  certificates)  that  Seller  has  made   all
                    provisions necessary under applicable law, with  regard
                    to  an   employer's  obligation   to  provide   for   a
                    continuation of health insurance and other benefits  of
                    any employee, who is  not employed by Seller  following
                    termination of employment. 

               (h)  On  or   before  the   Closing  Date,   if   reasonably
                    obtainable,  or  promptly   thereafter,  Seller   shall
                    provide to Purchaser  copies of  certificates from  the
                    appropriate taxing authority stating that no Taxes  are
                    due to any state or other taxing authority with respect
                    to the Business of Seller. 

          14.3 Conditions Precedent to Seller's Obligations
                                                          
                                                          
                                                           .

               The obligation of Seller to perform in accordance with  this
               Agreement  and   to  consummate   the  transactions   herein
               contemplated is subject to the satisfaction of the following
               conditions at or before the Closing:

               (a)  Performance by Purchaser of all of the representations,
                    warranties, agreements and covenants to be performed by
                    it at or before the Closing;

               (b)  There shall be  no pending or  threatened legal  action
                    which, if  successful, would  prohibit consummation  or
                    require  substantial  rescission  of  the  transactions



                                       - 45 -
<PAGE>





                    contemplated by this Agreement;

               (c)  Purchaser shall  deliver to  Seller  at or  before  the
                    Closing the following documents, all of which shall  be
                    in form  and substance  acceptable  to Seller  and  its
                    counsel:

                 (i)     A  certified  or  bank  cashier's  check  or  wire
                         transfer for the  aggregate amount to  be paid  to
                         Seller at the Closing  pursuant to Section  4.2(a)
                         hereof;

                (ii)     Assumption of  Liabilities Agreement  under  which
                         Purchaser assumes  the  Liabilities set  forth  in
                         Sections 3.1 and 3.2;

               (iii)     A subordinated  promissory note  as set  forth  in
                         Section 4.2(c);

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

                 (v)     Certificate of  Good Standing  for Purchaser  from
                         the  Secretary  of  State  of  Delaware  dated  no
                         earlier than fifteen (15)  days prior to the  date
                         of Closing;

                (vi)     Opinion  letter  of  Lindhorst  &  Dreidame   Co.,
                         L.P.A., counsel for Purchaser, addressed to Seller
                         and  dated  the   Closing  Date,  containing   the
                         opinions set forth on Exhibit "O";

               (vii)     All of the express conditions set forth in Section
                         14 have been satisfied or waived. 

               (d)  Purchaser  shall  have  entered  into  the   Employment
                    Agreements set forth in Exhibit _K_ and _K-1". 


                                         15.
                                 GENERAL PROVISIONS
                                                   
                                                  
                                                   

          15.1         
                       
                       
               Publicity.

               All public announcements relating  to this Agreement or  the
               transactions contemplated hereby will  be made by  Purchaser
               with the  consent  of  Seller, which  consent  will  not  be
               unreasonably withheld, except for  any disclosure which  may
               be required because of  Purchaser's being a  publicly-traded
               corporation on the over-the-counter market. 





                                       - 46 -
<PAGE>





          15.2        
                      
                      
               Expenses.

               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  Seller
               shall bear  and pay  all of  the  expenses incident  to  the
               transactions  contemplated  by  this  Agreement  which   are
               incurred by Seller or their respective representatives.

          15.3 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
                         312 Walnut Street, Suite 2300
                         Cincinnati, Ohio  45202

               (b)  If to Seller, to:
                         Commercial Business Systems, Inc.
                         14321 Sommerville Court, Suite 103
                         Midlothian, VA  23113

                    With a copy to:
                         Saunders, Cary & Patterson
                         9100 Arboretum Parkway, Suite 300
                         Richmond, Virginia  23236
                         Attention:  Edwin Gadberry, III

               (c)  If to Shareholders, to:
                         Thomas M. Clayton
                         14321 Sommerville Court, Suite 103
                         Midlothian, VA  23113

          15.4              
                            
                            
               Binding Effect.

               Except as may be  otherwise provided herein, this  Agreement
               and all the  provisions hereof shall  be binding  upon and  
               inure to  the  benefit  of  the  parties  hereto  and  their
               respective  heirs,  legal  representatives,  successors  and
               assigns. 




                                       - 47 -
<PAGE>





          15.5        
                      
                      
               Headings.

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

          15.6        
                      
                      
               Exhibits.

               The Exhibits  referred to  in this  Agreement constitute  an
               integral part  of  this  Agreement  as  if  fully  rewritten
               herein.
           
          15.7 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.

          15.8 Governing Law
                           
                           
                            .

               This Agreement  shall be  construed in  accordance with  and
               governed by  the  laws of  the  State of  Virginia,  without
               regard to its laws regarding conflict of laws.

          15.9            
                          
                          
               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.
























                                       - 48 -
<PAGE>





          15.10                               
                                              
                                              
                    Waivers; Remedies Exclusive.

               No waiver  of any  right or  option hereunder  by any  party
               shall operate as a waiver of any other right or option, or  
               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  of 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.  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.  Except as otherwise provided in the note
               issued pursuant to Section 4.2(c), the Employment Agreements
               and  the   Covenant   Not   to   Compete   Agreements,   the
               indemnification provided  for  by Section  12  herein  shall
               constitute the exclusive remedy of any party with respect to
               (i) the matters for  which such indemnification is  provided
               and (ii) any other  matters arising out  of, relating to  or
               connected  with   this   Agreement   or   the   transactions
               contemplated hereby,  and whether  any claims  or causes  of
               action asserted with respect to any such matters are brought
               in contract, tort or other legal theory whatsoever. 

          15.11               
                              
                              
                    Assignments.

               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. 

          15.12     Entire Agreement
                                   
                                   
                                    .

               This Agreement  and the  agreements, instruments  and  other
               documents to be delivered  hereunder constitute the entire  
               understanding 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, understandings,  or
               agreements, oral or otherwise,  in relation thereto  between
               the parties other than those  incorporated herein and to  be
               delivered  hereunder.     Except   as  otherwise   expressly
               contemplated by this Agreement, nothing expressed or implied
               in this Agreement is intended or shall be construed so as to
               grant or confer  on any  person, firm  or corporation  other
               than the parties hereto any rights or privilege hereunder.  
               No supplement, modification or  amendment of this  Agreement
               shall be binding unless executed  in writing by the  parties
               hereto.







                                       - 49 -
<PAGE>





          15.13                    
                                   
                                   
                    Business Records.

               Seller and Shareholders shall be permitted to retain  copies
               of such books and records  relating to the Purchased  Assets
               and relating  to  the  accounting and  tax  matters  of  the
               Business and  to  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  (6)
               years after the Closing. 

               The parties hereto  have executed this  Agreement as of  the
          date first above written.

          WITNESSES:                      COMMERCIAL   BUSINESS    SYSTEMS,
          INC.


          ___________________________


          ___________________________
               By:________________________________


          ___________________________     POMEROY COMPUTER RESOURCES, INC.


          ___________________________
               By:________________________________


          ___________________________


          ___________________________
               __________________________________
                                          THOMAS M. CLAYTON


          ___________________________


          ___________________________
               __________________________________
                                          STEVEN SHAPIRO











                                       - 50 -
<PAGE>





                                     EXHIBIT _G_
                                   EXCLUDED ASSETS
                                                 
                                                 
                                                 



          1.   Any income tax refunds

          2.   The Purchase Price or any part thereof received by Seller
               for the sale of the Purchased Assets

          3.   Any tangible or intangible assets related to the depot
               repair and refurbishing business of Seller

          4.   Seller's minute book and stock records
<PAGE>





                                      EXHIBIT J

                            ALLOCATION OF PURCHASE PRICE
                                                        
                                                       
                                                        


          Asset
              
              
                                          Purchase Price Allocation
                                                                   
                                                                  
                                                                   


          Cash or Cash Equivalent         Book Value at Time of Sale

          Accounts Receivable             Book Value at Time of Sale

          Inventory                       Book Value at Time of Sale

          Prepaid Expenses                Book Value at Time of Sale

          Equipment, Furniture & Fixtures Book Value at Time of Sale

          Leasehold Improvements          Book Value at Time of Sale

          Other Assets                    Book Value at Time of Sale

          Goodwill                        Book Value at Time of Sale
<PAGE>





                                     EXHIBIT _1"

                              LIABILITIES BEING ASSUMED


               (i)  Accounts payable incurred in the ordinary course of the
                    Business, which accounts payable totaled $196,919.07 on
                    January 31, 1998;

               (ii)      A sales tax payable in the amount of $9,272.26  as
                    of January 31, 1998; and

               (iii)     Long term notes payable  to Jefferson Bank in  the
                    approximate amount  of $35,103.00  relating to  various
                    vehicle loans as of January 31, 1998; and

               (iv) Accrued  vacation  pay  which  totalled   approximately
                    $20,000.00 on January 31, 1998.

                    The Assumed Liabilities to be assumed as set forth
                    in Section 3.1(i) through (iv) as may be incurred,
                    increased or decreased since  January 31, 1998  to
                    the Pro Forma Balance Sheet for operations in  the
                    ordinary  course   of   business  or   any   other
                    transaction  permitted  by  this  Agreement,   and
                    subject to  the  satisfaction  of  the  Net  Asset
                    Amount requirement set forth in Section 4.1(d)  as
                    of the Closing Date.
<PAGE>





                                      EXHIBIT A


                          Permitted Increase - $50,000,000



                                $40,000,000.00 - Senior Debt

                                   + $50,000,000.00
                                                  
                                                  
                                                    - Permitted Increase


                                 $90,000,000.00 - Total Subordinated Debt