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

THIS  STOCK  PURCHASE  AGREEMENT is made as of this _____ day of February, 2003,
                                                                 --------
by,  between and among JAMES HOLLANDER, Trustee of the James Hollander Revocable
Living Trust dated May 12, 1997 ("J. Hollander, Trustee"), RAYMOND HAYS, Trustee
of  the  Raymond  Hays  Revocable  Living  Trust  dated June 30, 1997 ("R. Hays,
Trustee"),  DAVID  YOKA,  Trustee of the David Yoka Revocable Living Trust dated
May  16,  1997  ("D.  Yoka,  Trustee")  and  MATTHEW  CUSSIGH ("M. Cussigh") (J.
Hollander,  Trustee,  R.  Hays,  Trustee,  D.  Yoka,  Trustee  and  M.  Cussigh
hereinafter  referred  to  collectively  as  the  "Sellers"  and individually as
"Seller")  and  POMEROY  COMPUTER  RESOURCES,  INC.,  a  Delaware  corporation
("Purchaser").

                              W I T N E S S E T H :

WHEREAS,  Sellers  own  all  of  the issued and outstanding shares of Micrologic
Business  Systems of K.C., Inc., a Missouri corporation, which 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  Kansas  City,  Missouri  metropolitan  area,  as  follows:

               J.  Hollander,  Trustee     -            94,495.50  shares
               R.  Hays,  Trustee          -            94,494.50  shares
               D.  Yoka,  Trustee          -            94,494.50  shares
               M.  Cussigh                 -            30,000.00  shares

                    Total                  -           313,484.50  shares

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

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


                                    ARTICLE I

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

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


                               Page 1 of 54 Pages
<PAGE>
1.02     Acquisition:  The  purchase and sale of all the Company Shares upon the
         -----------
         terms  and provisions, and subject to the conditions, set forth in this
         Agreement.

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

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

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

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

1.07     Balance  Sheet.  The  "Balance Sheet" is the unaudited Balance Sheet of
         --------------                               --
         Company  as of March 31, 2002 and for the eight month period commencing
         April  1,  2002  and  ending November 30, 2002, included as part of the
         Year  End  financial  Statements.

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

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

1.10     Business.  The  operations  of  Company involving generally the sale of
         --------
         goods  relating  to  personal  computers,  client  services,  computer
         networks,  communication  equipment,  other  equipment related thereto,
         such  as  computer  monitors,  peripherals  and  all  other  individual
         components,  operating  systems  and application software and other off
         the  shelf  software.

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

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

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


                               Page 2 of 54 Pages
<PAGE>
1.14     Closing  Date:  The  date  on  which  the  Closing  shall  take  place,
         -------------
         determined  in  accordance  with  Article  XIV.

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

1.16     Company:  Micrologic  Business  Systems  of  K.C.,  Inc.,  a  Missouri
         -------
         corporation.

1.17     Company's  Accountant:  Company's  accountant  shall mean Mueller Prost
         ---------------------
         Park  &  Willbrand,  PC 1034 South Brentwood Boulevard, Suite 1700, St.
         Louis,  Missouri,  63117.

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

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

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

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

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

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

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

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

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


                               Page 3 of 54 Pages
<PAGE>
1.27     Environmental  Laws:  Shall mean all federal, state or local judgments,
         -------------------
         decrees,  orders,  laws,  licenses,  ordinances,  rules  or regulations
         pertaining  to  environmental  matters,  including, without limitation,
         those  arising  under  the  Resource  Conservation and Recovery Act (42
         U.S.C.  Sec.1801,  et  seq.)  ("RCRA"), the Comprehensive Environmental
                            --  ---
         Response,  Compensation  and  Liability  Act  of  1980, as amended, (42
         U.S.C.  Sec.9601,  et  seq.)  ("CERCLA"),  the  Superfund Amendment and
                            --  ---
         Reauthorization  Act  of 1986 ("SARA"), the Federal Clean Water Act (33
         U.S.C.  Sec.1251,  et  seq.),  the  Federal  Clean  Air  Act (33 U.S.C.
                            --  ---
         Sec.7401,  et  seq.),  the  Toxic  Substances  Control  Act  (15 U.S.C.
                    --  ---
         Sec.7401,  et  seq.) the Federal Insecticide, Fungicide and Rodenticide
         Act  (7 U.S.C. Sec.136, et seq.) and the Occupational Safety and Health
                                 -- ---
         Act  (29  U.S.C.  Sec.651,  et  seq.).
                                     --  ---

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

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

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

1.31     Floor  Planning  Indebtedness:  Includes  any  indebtedness  incurred,
         incurrable,  or  accrued  pursuant  to  any  of  Company's  financial
         arrangements, or floor plan agreements, with GE Commercial Distribution
         Finance  Corporation,  formerly  known  as  Deutsche Financial Services
         Company  and  the  IBM  Corporation,  respectively  and  any  of  their
         respective  successors  and/or  assigns, all as set forth on Disclosure
         Schedule  1.31.  Disclosure  Schedule  1.31  shall  set  forth  the


                               Page 4 of 54 Pages
<PAGE>
         respective principal balances and all accrued interest of such items on
         the  date  hereof.

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

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

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

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

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

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

1.38     Inventories:  All  inventories  of  raw  materials,  work  in  process,
         -----------
         finished  products,  goods,  spare  parts,  office  and other supplies,
         including  any  of  such inventories held at any location controlled by
         Company  or  at  any  other  location  (pursuant  to


                               Page 5 of 54 Pages
<PAGE>
         conditional  sales  agreements,  consignment  arrangements  or  in  any
         bailment  or  otherwise) and any such items previously purchased and in
         transit  to  Company  at  any  such  locations.

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

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

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

1.42     Line  of  Credit  Indebtedness.  Includes  any  indebtedness  incurred,
         ------------------------------
         incurable,  or  accrued  pursuant  to  any  of  Company's  financing
         arrangements,  agreements,  letters  of  credit and line of credit with
         Blue  Ridge  Bank  and  Trust Company, 4240 Blue Ridge Boulevard, Suite
         100,  Kansas  City,  Missouri  64133  and  any of its successors and/or
         assigns,  all  as  set  forth  on  Disclosure Schedule 1.42. Disclosure
         Schedule  1.42  shall  set  forth the principal balance and all accrued
         interest  of  such  items  on  the  date  hereof.

1.43     Losses.  Any  and  all  losses,  liabilities,  damages, obligations and
         ------
         expenses  arising as a result of the designated action or inaction, and
         all actions, suits, proceedings, demands, assessments, judgments, costs
         and  expenses (including, without limitation, attorney's fees and other
         expenses incurred in investigating or defending any claim, action, suit
         or proceeding [which claim, action, suit or proceeding has become final
         and  non-appealable, or which matter has otherwise been settled between
         the parties hereto] and any and all amounts paid in settlement thereof)
         with  respect  to  the  designated  action  or  inaction.

1.44     2002  NPBT.  The  net  profit  before  taxes  and  distributions  to
         ----------
         shareholders  of  Company  for  the period commencing April 1, 2002 and
         ending April 5, 2003 without incorporating any gains or losses realized
         on  the  disposition  of  assets  other  than in the ordinary course of
         business.  The determination of 2002 NPBT shall be determined according
         to  the  provisions  set  forth  in  Section  3.02.

1.45     NPBT  of  Company.  The  net  profit  before  taxes of Company, without
         -----------------
         incorporating any gains or losses realized on the disposition of assets
         other  than in the ordinary course of business. The NPBT of Company for
         applicable


                               Page 6 of 54 Pages
<PAGE>
         periods set forth in Section 2.03 will be determined in accordance with
         the  GAAP.

1.46     NPBT  Threshold.  Shall  have  the  meaning  set forth in Section 2.03.
         ---------------

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

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

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

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

1.51     Permitted  Liens.  Shall  mean and include any (i) matters described in
         ----------------
         detail and by item in Disclosure Schedule 1.51(i) to this Agreement and
         which  Purchaser  has  agreed to and (ii) liens arising by operation of
         Applicable  Law  for  taxes,  assessments,  labor,  materials,  and
         obligations  not  yet  due  or which are being contested in good faith,
         which  contested  items  are set forth in detail in Disclosure Schedule
         1.51(ii).  The  phrase  "Permitted  Liens" shall also include (a) liens
         imposed  by  mandatory  provisions  of Applicable Law such as carriers,
         materialmens,  mechanics, warehousemens, landlords and other like liens
         arising  in  the  ordinary course of business, securing obligations not
         yet  due  or  which  are being contested in good faith, which contested
         items  are  set forth in Disclosure Schedule 1.51, (b) liens arising in
         the  ordinary  course  of  business  from pledges or deposits to secure
         public  or  statutory  obligations,  deposits to secure (or in lieu of)
         surety,  stay,  appeal  or  customs  bonds  and  deposits to secure the
         payment  of Taxes, and (c) good faith deposits in connection with bids,
         tenders,  contracts  or  leases.

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

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

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

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


                               Page 7 of 54 Pages
<PAGE>
1.56     Spare  Parts:  All  replacements,  components,  devices,  equipment and
         ------------
         other similar items owned or held by Company for use in connection with
         the repair, replacement, modification, customization or installation of
         goods  and  products  applicable  to  the  Business.

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

1.58     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).

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

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

1.61     Year-End  Financials:  The  audited financial statements of Company for
         --------------------
         the  year  ending March 31, 2001 and the unaudited financial statements
         of  Company  for  the  period  ending March 31, 2002 and for the period
         commencing  April  1,  2002 and ending November 30, 2002, including any
         and  all  notes  thereto.


                               Page 8 of 54 Pages
<PAGE>
                                   ARTICLE II

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

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

2.02     Purchase  Price.  The  Purchase  Price  for the Company Shares shall be
         ---------------
         Five  Million  Two  Hundred Fifty Thousand Dollars ($5,250,000.00) plus
         any  amount  that  may  be  paid  pursuant to Section 2.03, adjusted as
         follows:

         (a)      To  the  extent that the Book Value as reported on the Closing
                  Balance  Sheet  is less than $1,778,916.00, the Purchase Price
                  shall  be decreased on a dollar-for-dollar basis to the extent
                  of such deficit. To the extent that the Book Value as reported
                  on  the  Closing  Balance Sheet is greater than $1,778,916.00,
                  the  Purchase  Price shall be increased on a dollar-for-dollar
                  basis  to the extent of such excess. The determination of Book
                  Value  shall  be  made  in  the manner provided for in Section
                  3.01.

         (b)      In  the  event  that  the  Company's  2002  NPBT  is more than
                  $25,000.00,  below  the  amount  of  $1,750,000.00,  or
                  $1,725,000.00,  the  Purchase  Price  shall  be decreased on a
                  dollar-for-dollar  basis  equal  to  the  difference  between
                  $1,725,000.00  and such 2002 NPBT. In the event that Company's
                  2002  NPBT  is  more  than  $25,000.00  above  the  amount  of
                  $1,750,000.00,  or  $1,775,000.00, the Purchase Price shall be
                  increased on a dollar-for-dollar basis equal to the difference
                  between  the 2002 NPBT and $1,775,000.00. The determination of
                  the  Company's  2002 NPBT shall be made in the manner provided
                  for  in  Section  3.02  hereof.

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

         If  the  NPBT of Company during fiscal years 2003, 2004 and 2005 exceed
         the  applicable  NPBT  Threshold  for  such  year  set  forth  below:

<TABLE>
<CAPTION>
                                                     NPBT Threshold
                                                ------------------------
<S>                                             <C>

               Fiscal Year 2003
               Closing Date through
               January 5, 2004)              -  1,750,000.00 (Pro Rate)
               Fiscal Year 2004              -  $ 1,750,000.00
               Fiscal Year 2005              -  $ 1,750,000.00
               Fiscal Year 2006 (January
               6, 2006 through third
               annual anniversary of


                               Page 9 of 54 Pages
<PAGE>
               Closing Date)                 -  1,750,000.00 (Pro Rate)
</TABLE>

         Purchaser  shall  pay to Sellers according to the percentages below, by
         bank  check  or  wire  transfer  within  one  hundred twenty (120) days
         following  the end of the fiscal year, an amount equal to fifty percent
         (50%)  of  the  NPBT of Company in excess of the NPBT Threshold for the
         applicable  year or portion thereof, subject to a cumulative limitation
         of  Three  Million Five Hundred Thousand Dollars ($3,500,000.00) during
         such  aggregate  period.  Any  NPBT  shortfall in any year shall not be
         offset  against any excess NPBT in any subsequent year(s) hereunder, it
         being  the  intent  of  the  parties  that the NPBT Threshold set forth
         herein  shall  apply  to  each  applicable  year  separately,  subject,
         however,  to  the  cumulative  limitation of Three Million Five Hundred
         Thousand  Dollars  ($3,500,000.00)  during  such aggregate period. Such
         cash  payment  by  Purchaser  shall  be  additional  Purchase Price for
         Company  Shares.  Commencing  upon the earlier of the conversion of the
         Astea  accounting  system  at  Company  or  April  5,  2003,  a  2.0%
         infrastructure fee and a .3% MDF fee on gross sales by Company shall be
         made incident to said determination. For each subsequent year described
         above  in  this  paragraph  for  which Purchaser may be required to pay
         additional Purchase Price, the parties shall, in good faith, agree upon
         the  infrastructure  and  MDF fees to be charged hereunder based on the
         level  of  services and support being provided by Purchaser to Company.
         Provided,  however,  such  infrastructure fee shall be 2.0% and the MDF
         fee  shall be .3% if the parties are unable to come to an agreement for
         each  subsequent  year.  Attached  hereto as Exhibit A is a list of the
         type  of administrative services and marketing and development services
         that  are  provided  by  Purchaser  to  Company  as  a  result  of  the
         infrastructure  fee  and  MDF  fee  paid  by Company on gross sales. In
         addition,  Exhibit  B attached hereto sets forth a list of clients that
         Company  is  currently  receiving  favorable  pricing  on products from
         certain  original  equipment manufacturers. Purchaser and Company shall
         in good faith determine on a case-by-case basis whether any gross sales
         by  the Company will be subject to a reduced infrastructure fee and MDF
         fee  because  of  the  special  circumstances  surrounding  the sale of
         certain  equipment  to customers of clients for which favorable pricing
         may be available. The granting of a reduction in the infrastructure fee
         and/or  the  MDF  fee  on  any transaction shall not be an agreement to
         reduce  such  fees  on  any  subsequent  sales  by  Company to the same
         customer  or  any other customer based on a prior transaction, and each
         transaction  shall  be  evaluated  in  good  faith on its own merits by
         Company  and Purchaser, taking into account all facts and circumstances
         relating  to  that  particular  transaction.

         The  NPBT  of  Company  shall be determined by the internally-generated
         financial  statements  of  Company  determined  in the manner set forth
         above  in  accordance  with  generally  accepted accounting principles,
         consistently  applied.  Said  determination of NPBT of Company shall be
         subject  to  verification as described below. In addition, for purposes
         of  determining  NPBT  of  Company  for  any


                              Page 10 of 54 Pages
<PAGE>
         particular  year,  except  as noted above, no item of income or expense
         will  be  allocated  by  Purchaser  to  Company  unless  such items are
         reasonably  calculated  to  contribute  to  the  increase in profits of
         Company,  it  being  the  intent  of  the  parties that Purchaser shall
         exercise  the  utmost  good faith with respect to allocations of income
         and  expense  to  Company.  Incident  to  the  determination of NPBT of
         Company,  no  compensation  of  any  executive  or  other  employee  of
         Purchaser  or  its  respective  affiliates who do not work directly for
         Company  shall  be  allocated  to  Company.

         Within  ninety  (90)  days  after the end of each fiscal year or period
         described  herein,  Purchaser  will  deliver  to  Sellers a copy of the
         report  of NPBT prepared by Purchaser for the subject period along with
         any  supporting  documentation  reasonably requested by Sellers. Within
         thirty  (30) days following delivery to Sellers of such report, Sellers
         shall  have  the right to object in writing to the results contained in
         such  determination. If timely objection is not made by Sellers to such
         determination,  such  determination  shall become final and binding for
         purposes  of  this Agreement. If timely objection is made by Sellers to
         Purchaser  and  Sellers  and  Purchaser  are  able  to  resolve  their
         differences in writing within thirty (30) days following the expiration
         of the thirty-day (30-day) period, then such determination shall become
         final  and binding as it regards to this Agreement. If timely objection
         is made by Sellers to Purchaser and Sellers and Purchaser are unable to
         resolve  their differences in writing within thirty (30) days following
         the  expiration  of  the  thirty-day (30-day) period, then all disputed
         accounting  matters  pertaining to the report shall be submitted to and
         reviewed  by  an  arbitrator  (the  "Arbitrator")  which  shall  be  an
         independent  accounting  firm  selected  by  Purchaser  and Sellers. If
         Purchaser  and  Sellers  are  unable to agree promptly on an accounting
         firm to serve as the Arbitrator, each shall select by no later than the
         30th  day following the expiration of the sixty-day (60-day) period, an
         accounting  firm,  and  the  two  selected  accounting  firms  shall be
         instructed to select promptly another independent accounting firm, such
         newly  selected  firm  to serve as the Arbitrator. The Arbitrator shall
         consider  only  the  disputed  accounting  matters  pertaining  to  the
         determination  and  shall act promptly to resolve all disputed matters,
         and  its  decision  with respect to all disputed matters shall be final
         and  binding  upon  Sellers  and Purchaser. Expenses of the Arbitration
         shall  be  borne  one-half  (1/2)  by  Purchaser  and one-half (1/2) by
         Sellers.  Each  party  shall  be  responsible  for its own attorney and
         accounting  fees.  The  resolution  of  any  disputed  legal  matters
         pertaining  to  the  report  shall  be  subject  to  judicial  review.

         Two-thirds  (2/3)  of any earnout to be paid hereunder shall be payable
         to  the  Sellers  actively employed by Purchaser in accordance with the
         following  percentages:

                    R.  Hays,  Trustee          -     33.33%
                    D.  Yoka,  Trustee          -     33.33%


                              Page 11 of 54 Pages
<PAGE>
                    M.  Cussigh                 -     33.34%

         If  R.  Hays,  D.  Yoka  or  M. Cussigh would voluntarily terminate his
         employment  with Purchaser before the expiration of the earnout period,
         or  in  the  event R. Hays, D. Yoka or M. Cussigh's employment would be
         terminated  by  Purchaser  for cause, said individual shall forfeit his
         right  to  receive  any  future  earnout  payments  hereunder  and  any
         forfeited earnout payments shall be reallocated in equal proportions to
         any  of  the  other  individuals  set  forth  above  who continue their
         employment  with  Purchaser.

         One-third () of any earnout to be paid hereunder will be payable to the
         Sellers based on their share ownership set forth in Section 2.04(a). In
         the event of the death or disability of any Seller, any amount owing to
         said  Seller hereunder shall be paid to said individual or his personal
         representative  or  guardian,  as  due.

         In the event that R. Hays, D. Yoka and M. Cussigh would all voluntarily
         terminate  their  employment  with  Purchaser  or  would  have  their
         employment  terminated  by Purchaser for cause before the expiration of
         the  earnout  period,  all  Sellers  shall  forfeit  their right to any
         earnout  payments  hereunder.

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

         (a)      Three  Million  Nine  Hundred  Twenty-Five  Thousand  Dollars
                  ($3,925,000.00)  by  bank  cashier  check  or wire transfer of
                  Purchaser,  which  amount  shall be prorated among the Sellers
                  according  to  the  following  percentages:

                       D.  Yoka,  Trustee          -     30.14%
                       J.  Hollander,  Trustee     -     30.15%
                       R.  Hays,  Trustee          -     30.14%
                       M.  Cussigh                 -      9.57%

         (b)      One  Million  Three  Hundred  Twenty-Five  Thousand  Dollars
                  ($1,325,000.00)  in the aggregate shall be payable in the form
                  of  the  Notes of Purchaser, attached hereto as Exhibit C (the
                  "Notes")  which  Notes  shall  be  prorated  among the Sellers
                  according  to  the  percentages  set  forth in Section 2.04(a)
                  above.  Such  Notes  shall  bear interest at the prime rate of
                  Chase  Manhattan  Bank,  in  effect  as  of  the Closing Date.
                  Interest  under  said  Notes  shall  be  payable  quarterly in
                  arrears  with the first interest payment being due and payable
                  ninety  (90)  days  from  the  Closing.  One-half (1/2) of the
                  outstanding  principal  balance of said Notes shall be payable
                  in  full  on  the first annual anniversary date of the Closing
                  of  the  transaction,  and  the remaining principal balance of
                  such  Notes  shall  be  payable  in  full on the second annual
                  anniversary of the Closing of the transaction. All obligations
                  of  Purchaser  thereunder will be


                              Page 12 of 54 Pages
<PAGE>
                  subordinated and made junior in right of payment to the extent
                  and  in the manner provided in a Subordination Agreement to be
                  executed  by  GE  Commercial Distribution Finance Corporation,
                  formerly  known  as  Deutsche  Financial  Services  Company,
                  Purchaser  and  each  Seller.  A  copy  of  the  Subordination
                  Agreement  to be executed by the Sellers is attached hereto as
                  Exhibit  D.
                           -


                                  ARTICLE III

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

3.01     Within sixty (60) days after the Closing (the "Post Closing Date"), the
         Sellers  will  deliver to Purchaser a copy of the Closing Balance Sheet
         prepared  by  the  Sellers,  along  with  any  supporting documentation
         reasonably  requested  by  Purchaser reflecting the calculation of Book
         Value in accordance with Section 2.02(a) (the "Book Value Report"). The
         Book  Value Report 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  Balance  Sheet.  Within  sixty  (60)  days  following  delivery to
         Purchaser  of  the Book Value Report, Purchaser shall have the right to
         object in writing to the results contained therein. If timely objection
         is  not  made  by  Purchaser  to  the Book Value Report, the Book Value
         Report  shall  become final and binding for purposes of this Agreement.
         If  timely objection is made by Purchaser to the Book Value Report, and
         Sellers  and Purchaser are able to resolve their differences in writing
         within  fifteen  (15)  days following the expiration of such sixty (60)
         day  period,  then the Book Value Report as resolved shall become final
         and  binding  as  it  relates to this Agreement. If timely objection is
         made  by  Purchaser  to the Book Value Report and Sellers and Purchaser
         are  unable to resolve their differences in writing within such fifteen
         (15) day period, then all disputed matters pertaining to the Book Value
         Report  shall  be  submitted  to  and  reviewed  by  an arbitrator (the
         "Arbitrator") which shall be an independent accounting firm selected by
         Sellers  and  Purchaser.  If  Purchaser and Sellers are unable to agree
         promptly  on the accounting firm to serve as the Arbitrator, each shall
         select by not later than the seventh (7th) day following the expiration
         of  the  Book  Value Report objection period, an independent accounting
         firm,  and each selected accounting firm shall be instructed to jointly
         select  promptly  another  independent  accounting  firm,  such  third
         accounting  firm  shall  serve  as the Arbitrator. The Arbitrator shall
         consider  only  the  disputed  accounting  matters  pertaining  to  the
         determination and shall act promptly and fairly to resolve all disputed
         accounting  matters  and  its  decision  with  respect  to all disputed
         accounting  matters  shall  be  final  and  binding  upon  Sellers  and
         Purchaser.  The  resolution of any disputed legal matters pertaining to
         the  report  shall  be  subject to judicial review. The expenses of the
         arbitration  shall  be  borne  one-half (1/2) by Purchaser and one-half
         (1/2)  by  Sellers.  Each  party  shall  be  responsible  for  its


                              Page 13 of 54 Pages
<PAGE>
         own  attorney  and  accounting fees. If the Book Value (as shown on the
         Book Value Report) is less than $1,778,916.00, the Purchase Price to be
         paid  to  Sellers  shall  be decreased on a dollar-for-dollar basis for
         such  difference  by  Sellers repaying to Purchaser by a bank cashier's
         check  or  wire  transfer  the  applicable amount from the cash paid to
         Sellers at Closing under Section 2.04(a) and in the event Sellers would
         fail  to  pay  Purchaser  hereunder,  Purchaser shall have the right to
         offset  said  amount  against any payments due Sellers under the Notes,
         set forth in Section 2.04(b). If the Book Value Amount (as shown on the
         Book  Value Report) is greater than $1,778,916.00, such excess shall be
         paid  immediately  by  Purchaser  to  Sellers in proportion to Sellers'
         ownership of the Company Shares as set forth in Section 2.04(a) by bank
         cashier's  check or wire transfer on the date of the resolution of this
         determination.

3.02     Within sixty (60) days of the fiscal year ending April 5, 2003, Sellers
         will  deliver  to  Purchaser the determination of the 2002 NPBT for the
         period  commencing  April  1,  2002  to  Closing, prepared by Company's
         Accountant,  along  with  any  supporting  documentation  reasonably
         requested  by  Purchaser,  and  Purchaser  will  deliver to Sellers the
         determination  of  the  2002  NPBT  for  the period commencing with the
         Closing  and  ending  April 5, 2003, prepared by Purchaser's internally
         generated  accounting  statements,  along  with  any  supporting
         documentation  reasonably  requested by Sellers. The 2002 NPBT shall be
         prepared in accordance with GAAP using the same principles set forth in
         the  Year End Financials. Within thirty (30) days following delivery of
         such  report, both parties shall have the right to object in writing to
         the results contained in such determination. If timely objection is not
         made  by  either  party to such determination, such determination shall
         become  final and binding. If timely objection is made by any party and
         the  parties  are  able  to resolve their differences in writing within
         fifteen  (15)  days following the expiration of the 2002 NPBT objection
         period,  then  such  determination  as  resolved shall become final and
         binding  as  relates  to this Agreement. If timely objection is made by
         any  party  and  Sellers  and  Purchaser  are  unable  to resolve their
         differences,  in  writing within ten (10) days following the expiration
         of the 2002 NPBT objection period, then all disputed accounting matters
         shall  relating to the reports shall be submitted to and reviewed by an
         Arbitrator  according to the process and procedure set forth in Section
         3.01  above. The expenses of the arbitration shall be borne one-half by
         Purchaser  and one-half by Sellers. Each party shall be responsible for
         its  own  accounting  and  attorneys'  fees.  Any disputed legal issues
         pertaining to those reports shall be subject to judicial review. If the
         2002 NPBT is below $1,725,000, the Purchase Price to be paid to Sellers
         shall  be decreased on a dollar-for-dollar basis for such difference by
         Sellers  repaying to Purchaser by bank cashier's check or wire transfer
         the  applicable  amount  from the cash paid to Sellers at Closing under
         Section  2.04(a)  and  in the event Sellers would fail to pay Purchaser
         hereunder, Purchaser shall have the right to offset said amount against
         any payments due Sellers under the Notes, set forth in Section 2.04(b).
         If  the  2002  NPBT  is  greater  than  $1,775,000,  such  excess


                              Page 14 of 54 Pages
<PAGE>
         shall  be  paid  immediately  by  Purchaser to Sellers in proportion to
         Sellers'  ownership  of  the  Company  Shares  as  set forth in Section
         2.04(a)  by  bank  cashier's  check or wire transfer on the date of the
         resolution  of  this  determination.


                                   ARTICLE IV

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

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

4.02     Capitalization.  The  authorized  capital  stock  of  Company  consists
         --------------
         solely  of  Five Hundred Thousand (500,000) common shares, par value of
         $1.00  each,  of  which  313,484.50  shares are issued and outstanding.
         Company  has  treasury shares as set forth in Disclosure Schedule 4.02.
         The  issued  and  outstanding  common shares of Company are held by the
         following  persons  in  the  following  numbers:

               Name of Shareholder         Number of Shares Held
               ---------------------       ---------------------
               D. Yoka, Trustee         -              94,494.50
               J. Hollander, Trustee    -              94,495.50
               R. Hays, Trustee         -              94,494.50
               M. Cussigh               -              30,000.00


                              Page 15 of 54 Pages
<PAGE>
         Company  has  no authorized or outstanding preferred stock or any other
         class  of  stock.  The  Company  Shares  have  been duly authorized and
         validly issued and are fully paid and nonassessable. The Company Shares
         have  been  issued  in compliance with all applicable federal and state
         securities  laws  and  no past or present holder thereof is entitled to
         any  right of rescission in respect thereof and no documentary taxes or
         other  taxes  were required with respect to the issuance or transfer of
         such  Company  Shares.  There  are  no  existing subscriptions, options
         warrants,  calls,  rights,  contracts,  commitments,  understandings,
         restrictions or arrangements relating to the issuance, sale or transfer
         of  any  capital stock of Company or any securities convertible into or
         exchangeable  for  any  such  capital  stock.

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

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

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

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

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



                              Page 16 of 54 Pages
<PAGE>
         (iii)    constitute  a  default  or event that, with notice or lapse of
                  time, or both, would be a default, breach, or violation of any
                  lease,  license,  promissory note, conditional sales contract,
                  commitment,  indenture,  mortgage,  deed  of  trust  or  other
                  agreement,  instrument  or  arrangement  to which Company is a
                  party  or  by  which  it  is  bound;  or

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

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

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

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

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


                              Page 17 of 54 Pages
<PAGE>
         (b)      Absence  of  Undisclosed  Liability.  Except  as to the extent
                  ----------------------------------
                  specifically reflected in the Year End Financials or otherwise
                  set forth in Disclosure Schedule 4.07(b), and except for trade
                  payables,  liabilities  and contractual obligations arising in
                  the  ordinary  course  of business since the date of Company's
                  1999  audited  financial statements, Company does not have any
                  other  liabilities of any nature, whether accrued, absolute or
                  contingent, or otherwise, and whether due, or to become due of
                  the nature required by GAAP to have been reflected or reserved
                  against  in  financial  statements.

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

         (d)      Absence  of Material Change. Except as set forth in Disclosure
                  ---------------------------
                  Schedule  4.07(d)  or as otherwise set forth in this Agreement
                  or  the  Exhibits  hereto,  since April 1, 2002, there has not
                  been:

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

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

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

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

                  (v)   to  the  knowledge  of  the  Sellers,  any  statute,
                        regulation,  order, ordinance or other law the adoption,
                        amendment  or  rescission  of  which could be reasonably
                        expected to have a material adverse effect, singly or in
                        the  aggregate,  on  the  condition  (financial  or


                              Page 18 of 54 Pages
<PAGE>
                        otherwise),  properties,  business,  operations  or
                        prospects  of  Company;

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

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

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

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

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

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

                  (xii) any  mortgage,  Lien,  pledge,  charge  or  encumbrance
                        (except  for  liens  for  current  taxes not yet due and
                        payable),  created,  incurred  or  assumed  by  Company;

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

                  (xiv) any  salary  or wage increase granted or committed to be
                        made,  other  than  normal  merit  or  cost-of-living
                        increases  (3.5%  for  the  current  year)  pursuant  to
                        Company's  general prevailing practices, with respect to
                        any  officer, director, employee or agent of Company, or
                        any  bonus,  incentive  or deferred compensation, profit
                        sharing,  retirement,  pension,  group  insurance, death
                        benefit  or other fringe benefit plan or trust agreement
                        entered  into or amended or any employment or consulting
                        agreement  entered  into  or  amended  or  altered;


                              Page 19 of 54 Pages
<PAGE>
                  (xv)  any  termination  (whether  by  discharge, retirement or
                        otherwise)  of  any officer, director, employee or agent
                        of  Company  or  any  notice  to  so  terminate given or
                        received  by  any  of  the  foregoing;

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

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

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

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

                  (xx)  any  loss,  amendment,  termination  or  waiver  of  any
                        material  right  of  Company;

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

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

4.08     Assets.  Except  as  provided  in Disclosure Schedule 4.08, Company has
         ------
         good  and  marketable  title to all of its assets and properties, real,
         personal  or otherwise, including, but not limited to, those assets and
         properties  reflected in Company's March 31, 2002 financial statements,
         except  only for assets subsequently disposed of in the ordinary course
         of  business,  free  and clear of all Liens, except (a) as specifically
         reflected  thereon,  (b)  the  Line  of Credit Indebtedness, or (c) for
         Permitted  Liens.  To  the  best  knowledge  of  Sellers, all Company's
         tangible  and  other  operating  assets,  property and equipment are in


                              Page 20 of 54 Pages
<PAGE>
         good  operating  condition  and  repair, free of structural or material
         mechanical  defects  and  conform  with  all  applicable  laws  and
         regulations. Without limiting the generality of the foregoing, specific
         representations  are  set  forth in the following subparagraphs of this
         Section  4.08.

4.08.1   Accounts  Receivable.  All  Accounts Receivable of Company which have
         --------------------
         arisen  in  connection  with  the  Business  or otherwise and which are
         reflected on Company's April 1, 2002 financial statements, and all such
         receivables which will have arisen since April 1, 2002 have arisen only
         from  bona  fide  transactions  in  the ordinary course of business and
         represent  valid,  collectible and existing claims. Except as set forth
         on  Disclosure  Schedule  4.08.1,  and subject to customer credits, the
         payment of each Account Receivable will not, as of the Closing Date, to
         the  best  of  Sellers'  knowledge,  be  subject  to any known defense,
         counterclaim  or  condition  (other  than  Company's performance in the
         ordinary  course  of  business)  whatsoever. Disclosure Schedule 4.08.1
         hereto accurately lists, as of a date within five (5) days of execution
         of  this Agreement, and will list, as of a date within five (5) days of
         the  Closing  Date,  all  receivables arising out of or relating to the
         Business,  the  amount owing and the aging of such Accounts Receivable.
         Sellers  have provided Purchaser the opportunity to review complete and
         correct  copies of all instruments, documents and agreements evidencing
         such  Accounts  Receivable  and  of  all  instruments,  documents  or
         agreements,  if  any,  creating  security  therefor.

4.08.2   Vendor  Receivables.  All  Vendor  Receivables  of Company which have
         -------------------
         arisen  in  connection  with  the  Business  or otherwise and which are
         reflected  on Company's April 1, 2002 financial statements and all such
         Vendor  Receivables  which  have arisen since April 1, 2002 have arisen
         only from bona fide transactions in the ordinary course of business and
         represent  valid,  collectible and existing claims. Except as set forth
         in  Disclosure  Schedule  4.08.2, the payment of each Vendor Receivable
         will not, as of the Closing Date, to the best of Sellers' knowledge, be
         subject  to  any  known  defense, counterclaim or condition whatsoever.
         Disclosure Schedule 4.08.2 hereto accurately lists, as of a date within
         five  (5) days of the execution of this Agreement, and will list, as of
         a date within five (5) days of the Closing Date, all Vendor Receivables
         arising  out  of  or relating to the Business, the amount owing and the
         aging  of  such Vendor Receivables. Sellers have provided Purchaser the
         opportunity  to  review complete and correct copies of all instruments,
         documents  and agreements evidencing such Vendor Receivables and of all
         instruments,  documents  and  agreements,  if  any,  creating  security
         therefor.

4.08.3   Inventory.  Except  as  specifically described on Disclosure Schedule
         ---------
         4.08.3,  all  inventory  reflected  on  the  April  1,  2002  financial
         statements  consists  of items of quality and quantity which are usable
         or  saleable  in  the  ordinary  course  of  Business of Company in the
         conduct  of its Business, and items of below standard quality and items
         not  usable  or  saleable  in  the  ordinary  course  of


                              Page 21 of 54 Pages
<PAGE>
         Company's  business  have been written-down in value in accordance with
         normal,  customary  and  historical business practices to estimated net
         realizable  market  value  or  adequate  reserves  have  been  provided
         therefor.  The values at which the Inventories are carried on the April
         1,  2002  financial  statements  reflect the normal valuation policy of
         Company  in  setting  inventory  at the lower of cost or market, all in
         accordance  with  GAAP.  Except  as  set  forth  on Disclosure Schedule
         4.08.3, since April 1, 2002, Inventories have been maintained at normal
         and  adequate levels for the continuation of the Business in its normal
         course. Since April 1, 2002, no change has occurred in such Inventories
         which  affect  or  will  affect the usability or salability thereof, no
         write-downs  or write-ups of the value of such Inventories has occurred
         and  no  additional  amounts  have  been  reserved with respect to such
         Inventories,  except for in the ordinary course of business. Disclosure
         Schedule  4.08.3  lists the location of all Inventories together with a
         brief  description  of  the  type  and  amount  at  each  location.

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

4.08.5   Dealer  Agreements.  A  list  of  Company's  dealer agreements is set
         ------------------
         forth  in  Disclosure  Schedule  4.08.

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

         (a)      Title.  Disclosure  Schedule 4.08.6(a) contains a complete and
                  -----
                  correct  list  and  a  brief  description  of all Intellectual
                  Property  described  in  Section  1.40(a), 1.40(b) and 1.40(c)
                  that  is  owned  by Company and primarily related to, used in,
                  held  for use in connection with, or necessary for the conduct
                  of,  or  otherwise  material  to  the  Business  (the  "Owned
                  Intellectual  Property").  Company  owns  or has the exclusive
                  right  to  use  pursuant  to license, sublicense, agreement or
                  permission  all  of  its  Intellectual Property, free from any
                  Liens  (other  than  Permitted  Lines). No Affiliate of Seller
                  owns  or  has  any  interest in or with respect to any Company
                  Intellectual  Property  and  Company  Intellectual  Property
                  comprises  all  of  the  Intellectual  Property  necessary for
                  Company  to  conduct  and  operate  the Business following the
                  Closing  as  now  being  conducted  by  Company.

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

         (c)      Licensing  Arrangements.  Disclosure  Schedule  4.08.6(c) sets
                  -----------------------
                  forth  all  agreements  or  arrangements (i) pursuant to which
                  Company  has  leased or licensed Intellectual Property, or the
                  use  of  Intellectual Property as otherwise permitted (through
                  non-assertion,  settlement  or  similar


                              Page 22 of 54 Pages
<PAGE>
                  agreements  or  otherwise)  to,  any  other  Person  and  (ii)
                  pursuant  to  which  Company  has  had  Intellectual  Property
                  licensed  to  it,  or  has  otherwise  been  permitted  to use
                  Intellectual  Property  (through  non-assertion, settlement or
                  similar  agreements or otherwise), excluding software licensed
                  by  Company  for  internal  purposes,  together  with  a brief
                  description  of the Intellectual Property covered thereby. All
                  of  the  agreements  or  arrangements  set forth in Disclosure
                  Schedule  4.08.6(c),  (x)  are  in  full  force  and effect in
                  accordance  with  their terms and no default exists thereunder
                  by  Company,  or to the knowledge of Sellers, or other parties
                  thereto  (y)  are  free  and  clear  of  all  Liens other than
                  Permitted  Liens,  and  (z)  except as set forth on Disclosure
                  Schedule  4.08.6(c),  do  not contain any change in control or
                  other  terms  or  conditions  that  will  become applicable or
                  inapplicable  as  a  result  of  the  consummation  of  the
                  transactions  contemplated  by  this  Agreement.  Sellers have
                  delivered  to  Purchaser  true  and  complete  copies  of  all
                  licenses  and arrangements (including amendments) set forth on
                  Disclosure  Schedule  4.08.6(c).

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

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

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


                              Page 23 of 54 Pages
<PAGE>
4.08.7   Motor  Vehicles.   Disclosure  Schedule  4.08.7 sets forth a complete
         ---------------
         list  of  all  motor  vehicles  owned  by  Company.

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

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

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

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

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

                  (iv)  brokerage  or  finder's  agreements;

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

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


                              Page 24 of 54 Pages
<PAGE>
                  (vii) orders  and  other contracts for the purchase or sale of
                        Inventories,  materials,  supplies, products or services
                        open  or as to which any liability exists as of the date
                        hereof,  each  of  which  involves aggregate payments in
                        excess  of  $15,000;

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

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

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

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

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

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

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

         (c)      Company  has  not  received notice of any plan or intention of
                  any  party  to any Contract to exercise any right to cancel or
                  terminate  any  Contract.  To  the  best knowledge of Sellers,
                  there  does  not exist under any Contract any event of default
                  or  event  or condition that, after notice or lapse of time or
                  both, would constitute a violation, breach or event of default
                  thereunder on the part of Company or, to the best knowledge of
                  Sellers,  any  other  party  thereto,  except  as set forth in
                  Disclosure  Schedule  4.09  and  except  for  such  events  or
                  conditions  that,  individually  and in the aggregate, (i) has
                  not  had  or  resulted  in,  and  will not have or result in a
                  material effect on Company or its assets, and (ii) has not and
                  will  not  materially impair the ability of Company to perform
                  its  obligations  under  this  Agreement  and  under the Other
                  Sellers  Documents.  Except  as  set


                              Page 25 of 54 Pages
<PAGE>
                  forth  in  Disclosure  Schedule  4.09, no consent of any third
                  party  is  required  under  any  Contract as a result of or in
                  connection  with,  and the enforceability of any Contract will
                  not  be  affected in any manner by the execution, delivery and
                  performance  of  this  Agreement  or  any of the Other Sellers
                  Documents or the consummation of the transactions contemplated
                  thereby.

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

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

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

         (i)      Except  as  set  forth on Disclosure Schedule 4.11(i), Company
                  (or  any entity that is or was at any time treated as a single
                  employer  with  Company under Sections 414(b), (c), (m) or (o)
                  of  the Code) does not maintain, is not required to contribute
                  to and has no liabilities with respect to any Employee Benefit
                  Plans  and  no  Company Personnel or dependent of such Company
                  Personnel  is  entitled  to  any  benefits  except as provided


                              Page 26 of 54 Pages
<PAGE>
                  for  by  the  provisions  of such Employee Benefit Plans or by
                  applicable  law.

         (ii)     Sellers  have  provided  Purchaser  with  (a)  copies  of  all
                  Employee Benefit Plans or in the case of any unwritten plan, a
                  written  description  thereof,  (b)  copies  of  any  annual,
                  financial  or  actuarial  reports and Internal Revenue Service
                  determination  letters relating to such Employee Benefit Plans
                  and  (c)  copies  of the most recent summary plan descriptions
                  (whether  or not required to be furnished under ERISA) and all
                  material  employee  communications  relating  to such Employee
                  Benefit  Plans  and  distributed to Company Personnel, and (d)
                  copies  of  all  material communications with any governmental
                  entity or agency (including without limitation, the Department
                  of Labor, the Internal Revenue Service, or the Pension Benefit
                  Guarantee  Corporation).

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

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


                              Page 27 of 54 Pages
<PAGE>
                  single employer with Company under Section 414(b), (c), (m) or
                  (o)  of  the  Code, no event has occurred, and there exists no
                  condition or set of circumstances in connection with which the
                  Company  could,  directly,  or  indirectly (through a commonly
                  controlled  entity  or otherwise), be subject to any liability
                  under  ERISA,  the  Code  or any other applicable law, and all
                  such  Employee  Benefit  Plans  conform  to,  and  their
                  administration  is in compliance with, all applicable laws and
                  regulations.  No  prohibited transaction within the meaning of
                  ERISA section 406 or Code section 4975, or breach of fiduciary
                  duty  under Title I of ERISA has occurred with respect to such
                  Employee  Benefit  Plans.

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

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

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

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

         (ix)     The  Sellers  agree  to  remain  Trustees  of  the  Plan.

4.12     Burdensome  Obligations.  Except  for  agreements  described  in  the
         -----------------------
         Disclosure  Schedule  4.12,  Company  is  not  a party to any so-called
         requirements  or  similar  type  of  contract  limiting  its freedom or
         latitude  in  the  purchase of its inventory, equipment or other items.
         Company  is  not  subject  to  or  bound  by  any  contract


                              Page 28 of 54 Pages
<PAGE>
         or  other  obligation whatsoever which materially adversely affects its
         business,  properties  or  prospects,  except as expressly disclosed in
         this  Agreement.

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

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

4.15     Taxes.
         -----

         A.       Company  has:

                  (i)   Except  as  set  forth  in  Disclosure  Schedule  4.15,
                        prepared  in  accordance with reasonable interpretations
                        of all Applicable Laws, and timely filed all Tax Returns
                        required  to  be filed or sent by it with respect to any
                        Taxes;  copies  of  all Company federal and state income
                        Tax  Returns  since March 31, 2002 have been provided to
                        Purchaser;

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

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

                  (iv)  complied with all Applicable Laws, rules and regulations
                        relating  to  the  payment  and withholding of Taxes and
                        have  timely  and  properly withheld from employee wages
                        and paid over to the proper Governmental Authorities all
                        amounts  required  to  be  so


                              Page 29 of 54 Pages
<PAGE>
                        withheld  and paid over under all Applicable Laws. There
                        are no liens for Taxes upon the assets of Company except
                        for  Liens for Taxes not yet due. Company is not a party
                        to  any  agreement providing for the allocation, sharing
                        or  indemnification  of  Taxes;

                  (v)   that,  except  as  reflected  or reserved against in the
                        Balance  Sheet  of Company as of March 31, 2002, Company
                        as  of  such date had no deferred tax liabilities of any
                        nature  and  Sellers  represent and warrant that they do
                        not know nor do they have any reasonable grounds to know
                        of  any  basis  for  any  deferred  tax liability in any
                        amount  not  fully  reflected or reserved against in the
                        Balance  Sheet  as  of  March  31,  2002;

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

                  (vii) complied with the provisions of Section 263A of the Code
                        relating  to  the  capitalization  and  inclusion  in
                        inventory  costs  of  certain  expenses.

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

        B.        Sellers  represent  that:

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

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

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

         (i)      To  Seller's knowledge and belief, and without any independent
                  investigation,  Company  is not in violation, or alleged to be
                  in  violation,  of  any  Environmental Laws which would have a
                  material  effect  on  the  Business,

         (ii)     Company  has  not  received  a  notice,  complaint,  order,
                  directive,  claim  or citation from any third party, including
                  without  limitation  any  federal, state or local governmental
                  authority,  (A)  that  Company  has  been  identified  by


                              Page 30 of 54 Pages
<PAGE>
                  the Unites States Environmental Protection Agency ("EPA") as a
                  potentially  responsible  party under CERCLA with respect to a
                  site  listed  on the National Priorities List, 40 CFR Part 300
                  Appendix  B,  or  the  CERCLA Information System; (B) that any
                  Hazardous  Materials  which  Company  has  generated,  stored,
                  transported  or  disposed  of has been released at any site at
                  which  a  federal,  state or local agency has conducted or has
                  ordered  that  any  person  conduct  a remedial investigation,
                  removal or other response action pursuant to any Environmental
                  Law  or  has named Company as a potentially responsible party;
                  or  (C)  that Company is or shall be named party to any claim,
                  action, cause of action, complaint, or legal or administrative
                  proceeding (in each case, contingent or otherwise) arising out
                  of  any third party's incurrence of costs, expenses, losses or
                  damages  of any kind whatsoever in connection with the release
                  of  Hazardous  Materials.

         (iii)    To  the  knowledge  of  Sellers,  and  without any independent
                  investigation,  (A)  no portion of the property of Company has
                  been used for the handling, processing, storage or disposal of
                  Hazardous  Materials  except  in  compliance  in  all material
                  respects  with  applicable  Environmental  Laws;  and  no
                  underground  tank  or  other  underground  storage  receptacle
                  containing  or  formerly containing any Hazardous Materials is
                  located  on  any portion of any of the properties currently or
                  formerly  owned,  operated  or leased by Company or any of its
                  Affiliates  during  Company's  or  any  of  its  Affiliate's
                  ownership,  operation  or  lease of the properties; (B) in the
                  course  of any activities conducted by Company or operators of
                  Company's  properties,  no  Hazardous  Materials  have  been
                  generated  or  are  being  used  on  the  property  except  in
                  compliance  in  all  material  respects  with  applicable
                  Environmental Laws; (C) there have been no releases (i.e., any
                  past  or  present  releasing,  spilling,  leaking,  leaching,
                  pumping,  pouring, emitting, emptying, discharging, injecting,
                  escaping,  disposing  or  dumping)  or  threatened releases of
                  Hazardous  Materials  on,  upon,  into  or  from  the property
                  currently  or formerly owned, operated or leased by Company or
                  any  of  its Affiliates during or prior to Company's or any of
                  its  Affiliate's ownership, operation or lease, which releases
                  would  have  a  material  effect  on  the  value of any of the
                  property or adjacent properties or the environment; and (D) in
                  addition  any Hazardous Materials, that have been generated or
                  stored  by  Company  or  any  of  its Affiliates on any of the
                  currently  or  formerly  owned, operated or leased property of
                  Company have been transported off site only by carriers having
                  an  identification  number  issued  by  the EPA and treated or
                  disposed  of  only  by  treatment  or  disposal  facilities
                  maintaining  valid  permits  as  required  under  applicable
                  Environmental  Laws,  which  transporters  and facilities have
                  been  and  are  operating  in  material  compliance  with such
                  permits  and  applicable  Environmental  Laws  or,  if  any
                  transporter  or  facility  has  not been or is not in material
                  compliance,


                              Page 31 of 54 Pages
<PAGE>
                  such  failure  would  not have a material effect on Company or
                  any  of  its  Affiliates.

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

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

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

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

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


                              Page 32 of 54 Pages
<PAGE>
4.19     Certain  Interests.  Except  as  set forth in Disclosure Schedule 4.19,
         ------------------
         Sellers  do  not  directly  or  indirectly  own  any  interest  in  any
         corporation,  firm or enterprise engaged in a business competitive with
         Company,  except  (i)  Company Shares or (ii) any passive investment by
         Sellers  in  the stock of any publicly held corporation which is not in
         excess  of  five percent of the issued and outstanding capital stock of
         such  corporation.

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

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

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

4.23     Absence  of  Certain  Business  Practices.  To  the  best  of  Seller's
         -----------------------------------------
         knowledge,  neither  Company,  nor  any  officer,  employee or agent of
         Company,  nor  any  other Person acting on its behalf, has, directly or
         indirectly,  within  the  past  five  years given or agreed to give any
         gift,  bribe,  rebate  or  kickback  or  otherwise  provide any similar
         benefit  to  any customer, supplier, governmental employee or any other
         Person  who is or may be in a position to help or hinder Company or the
         Business  (or  assist Company in connection with any actual or proposed
         transaction  relating  to the Business or any other business previously
         operated  by  Company)  (i)  which  subjected  or  might have subjected
         Company to any damage or penalty in any civil, criminal or governmental
         litigation  or  proceeding,  (ii) which if not given in the past, might
         have had a material effect on Company or its assets, (iii) which if not
         continued  in  the  future,  might  have  a  material  effect  on


                              Page 33 of 54 Pages
<PAGE>
         Company  or  its  assets  or  subject Company to suit or penalty in any
         private  or  governmental litigation or proceeding, (iv) for any of the
         purposes described in Section 162(c) of the Code or (v) for the purpose
         of  establishing  or  maintaining  any concealed fund or concealed bank
         account.

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

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

4.26     Customers.   Disclosure  Schedule  4.26  includes a correct list of the
         ---------
         twenty  (20) largest customers for Company for each of the past two (2)
         fiscal  years and the amount of business done by Company with each such
         customer  for  each  year.  None  of  the Sellers have any knowledge or
         information,  and  are  aware  of  any facts indicating that any of the
         customers  will or intend to (a) cease doing business with Company; (b)
         materially  alter  the amount of business they are presently doing with
         Company;  or  (c)  not do business with Company after the Closing Date.

4.27     Suppliers.   Disclosure  Schedule  4.27  sets  forth  the  names of and
         ---------
         description  of  contractual arrangements (whether or not binding or in
         writing)  with  the  ten (10) largest suppliers of Company and any sole
         suppliers  of  significant  goods  or services (other than electricity,
         gas,  telephone  or  water)  to  Company.  None of the Sellers have any
         knowledge or information, or are aware of any facts indicating that any
         of  the suppliers of Company will or intend to (a) cease doing business
         with  Company;  (b)  materially  alter  the amount of business they are
         presently doing with Company; or (c) not do business with Company after
         the  Closing  Date.

4.28     Product  Liability.   To  the  best of Sellers' knowledge, there are no
         ------------------
         material  product liability claims against Company, either potential or
         existing,  which  are  not fully covered by product liability insurance
         coverage  or  which  are  not  covered  by  any manufacturer's warranty
         provided  to  Company,  which,  if  determined


                              Page 34 of 54 Pages
<PAGE>
         adversely  to  Company, could reasonably be expected to have a material
         adverse  effect  upon  the  Company.

4.29     Immigration  Compliance.
         -----------------------

         (a)      Company  is  in  compliance with all applicable federal, state
                  and  local laws, rules, directives and regulations relating to
                  the  employment  authorization  of  their respective employees
                  (including,  without  limitation,  the  Immigration Reform and
                  Control  Act of 1986, as amended and supplemented, and Section
                  212(n)  and  274A  of  the Immigration and Nationality Act, as
                  amended  and  supplemented,  and  all implementing regulations
                  relating  thereto),  and  Company  has not employed nor is any
                  such  entity  currently  employing any unauthorized aliens (as
                  such  term  is  defined  under  8  CFR  274a.1(a)).

         (b)      Company  has  not received any notice from the Immigration and
                  Naturalization  Service  (the  "INS")  or  the  United  States
                  Department  of  Labor (the "DOL") of the disapproval or denial
                  of any visa petition or entry permit pending before the INS or
                  labor  certification  pending  before the DOL on behalf of any
                  employee  or  prospective  employee  of  Company.

         (c)      Since the approval of each of their respective visa petitions,
                  there  has been no material change in the terms and conditions
                  of  employment  of  any  employees  of  Company.

         (d)      Sellers  shall cause Company to have delivered to Purchaser by
                  the  Closing  Date  true,  accurate and complete copies of all
                  visa  petitions,  entry permits and visa applications (and all
                  supporting  documents)  submitted  to  the INS for all foreign
                  employees  and  prospective  foreign  employees  of  Company.

4.30     Preference  Payments.  Company  has  not received any payments from any
         --------------------
         third  party  creditor  that  could  be  set aside as a preference item
         within  the  meaning  of  Section  547  of the Bankruptcy Code, as such
         section  may  hereafter  be  amended.

4.31     Full  Disclosure.  None  of  the representations and warranties made by
         ----------------
         Sellers  named  herein,  or  made  on  their  behalf,  including  any
         disclosures  made in the Disclosure Schedule, contains or will contain,
         to  the  best  of  Sellers' knowledge, any untrue statement of material
         fact  or  omits  or  will  omit  any  material  fact.

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


                              Page 35 of 54 Pages
<PAGE>
                                    ARTICLE V

5.       Representations of  Purchaser.  Purchaser  represents,  warrants  and
         -----------------------------
         covenants  to  Sellers that the following statements are true as of the
         date  hereof.

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

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

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

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

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

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


                              Page 36 of 54 Pages
<PAGE>

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

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


                                   ARTICLE VI

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


                                  ARTICLE VII

7.01     Covenants  Not  to  Compete.  As inducement for and in consideration of
         ---------------------------
         Purchaser  entering into this Agreement, the Sellers, in their capacity
         as  Trustee  as  to J. Hollander, R. Hays and D. Yoka, and individually
         shall each enter into a non-competition agreement. Such non-competition
         agreements  are  set  forth  in  Exhibits  F, F-1, F-2 and F-3 attached
         hereto  and  made  a  part  hereof.


                                  ARTICLE VIII

8.01     Employment  Agreements/Consulting  Agreement.  Upon  the  Closing Date,
         --------------------------------------------
         Company  shall  enter  into Employment Agreements with D. Yoka, R. Hays
         and  M.  Cussigh.  Copies  of  said  Employment Agreements are attached
         hereto  and  made  a  part  hereof as Exhibits G, G-1 and G-2. Upon the
                                                        --------------
         Closing  Date,  Company shall enter into a Consulting Agreement with J.
         Hollander.  A  copy of said Consulting Agreement is attached hereto and
         made  a  part  hereof  as  Exhibit  G-3.

8.02     Termination  of  Employment Agreements.  Upon the Closing Date, Company
         ---------------------------------------
         shall  terminate  any current Employment Agreements it may have with D.
         Yoka,


                              Page 37 of 54 Pages
<PAGE>
         J.  Hollander,  R.  Hays  and  M.  Cussigh.  In addition, Company shall
         terminate  its  Consulting  Agreement  with  MBSKC,  L.L.C., a Missouri
         limited  liability  company.

8.03     Termination  of  Stock  Purchase  and  Stockholder Agreement.  Upon the
         ------------------------------------------------------------
         Closing  Date,  Company  and Sellers shall terminate the Stock Purchase
         and  Stockholder  Agreement  dated  June  1,  1994,  as  amended.

8.04     Termination  of Stock Purchase Agreement.  Upon the Closing Date, MBSKC
         ----------------------------------------
         Limited  Partnership,  a Missouri Limited Partnership and Sellers shall
         terminate  the Stock Purchase Agreement dated June 1, 1994, as amended.

8.05     Termination  of  Stock  Agreement.  Upon  the Closing Date, Company and
         ---------------------------------
         MBSKC  Limited  Partnership  shall  terminate the Stock Agreement dated
         June  1,  1994,  as  amended.


                                   ARTICLE IX

9.01     Termination  of  Lease Agreement and Entering Into New Lease Agreement.
         ----------------------------------------------------------------------
         At  Closing,  Company  shall terminate its current Lease Agreement with
         MBSKC,  L.L.C.,  a Missouri limited liability company. Upon the Closing
         Date,  Company  shall  enter  into  a  new  Lease Agreement with MBSKC,
         L.L.C., a Missouri limited liability company at the current fair market
         rate,  which  shall  be  subject  to verification by an appraiser. Base
         Annual  Rent  shall  not exceed the lower of the current rental rate or
         $7,717.00  per  month for 8,000 square feet. Copies of such Termination
         of  Lease and the New Lease Agreement are attached hereto as Exhibits H
                                                                               -
         and  H-1.
              -

                                    ARTICLE X

10.01    Covenants  of  Sellers.
         ----------------------

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

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

10.01.2  Further Assurances.  Following the Closing, Sellers shall, and shall
         ------------------
         cause  each  of  their  Affiliates  and  Company to, from time to time,
         execute and deliver such additional instruments, documents, conveyances
         or  assurances  and  take  such other actions as shall be necessary, or
         otherwise  reasonably  requested  by


                              Page 38 of 54 Pages
<PAGE>
         Purchaser,  to  confirm  and assure the rights and obligations provided
         for  in  this  Agreement  and in the Other Sellers Documents and render
         effective  the  consummation  of the transactions contemplated thereby.
         Without  limiting  the  generality  of  the  foregoing,  the  Parties
         specifically  contemplate  closing  the transaction contemplated herein
         prior  to  the  time  that full compliance by Sellers regarding certain
         consents  will  be practical. As a result, notwithstanding the Closing,
         and  subject  to  the  provisions of Article XVI, each Seller shall use
         such  reasonable  efforts, without incurring any material cost incident
         thereto,  to  assist  Purchaser  and  Company  in  procuring any of the
         consents,  instruments  or  agreements  called  for  herein.

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


                                   ARTICLE XI

11.01    Covenants  of  Purchaser.
         ------------------------

11.01.1  Further  Actions.
         ----------------

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

11.01.2  Further  Assurances.  Following  the  Closing,  Purchaser shall, and
          -------------------
         shall  cause  each of its Affiliates and Company to, from time to time,
         execute and deliver such additional instruments, documents, conveyances
         or  assurances  and  take  such other actions as shall be necessary, or
         otherwise  reasonably  requested  by Sellers, to confirm and assure the
         rights  and obligations provided for in this Agreement and in the Other
         Sellers  Documents  and  render  effective  the  consummation  of  the
         transactions  contemplated  thereby. Without limiting the generality of
         the  foregoing,  the  parties  specifically  contemplate  closing  the
         transactions  contemplated  herein prior to the time that compliance by
         Purchaser  with  the conditions precedent set forth in Section 13.02(7)
         relating  to  the releases of any of the Sellers of their guaranties of
         any  Line  of  Credit  Indebtedness  will  be practicable. As a result,
         notwithstanding  the Closing, this Section 11.01.2 shall require prompt
         delivery  thereafter  by  Purchaser  of  the


                              Page 39 of 54 Pages
<PAGE>
         instruments  and agreements called for herein, including that contained
         in  Section  13.02(7).

11.01.3  Tax  Election.  Purchaser  will  not file any election under Section
         -------------
         338  of  the  Code  with  respect  to this Agreement or the transaction
         contemplated  herein.


                                  ARTICLE XII

12.01    Survival  of  Representations and Warranties.  The Parties acknowledge
         --------------------------------------------
         and  agree  that  all  the  representations,  covenants, warranties and
         agreements contained in this Agreement or in any agreement, instrument,
         exhibit,  certificate,  schedule  or  other  document  delivered  in
         connection  herewith,  shall  survive  the Closing and shall be binding
         upon  the  party  giving  such  representation,  covenant,  warranty or
         agreement  and shall be fully enforceable to the extent provided for in
         Sections  12.04  and  12.05 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 Section 4.01, 4.02, 4.03, 4.05, 4.08 through 4.08.7,
         4.11,  4.15,  4.16,  5.01 and 5.02, which shall survive the Closing and
         shall terminate in accordance with the statutes of limitation governing
         written contracts  and Exhibits F, F-1, F-2 and F-3 and G, G-1, G-2 and
                                         ------------------      -----------
         G-3,  which  shall  terminate  as  provided  therein.

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

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

12.04    Indemnification by Sellers.  Each Seller, jointly and severally, shall
         --------------------------
         indemnify  Purchaser  against  and  hold  it  harmless  from any Losses
         resulting  from  or  arising  out of any inaccuracy in or breach of any
         representation,  warranty,  covenant  or


                              Page 40 of 54 Pages
<PAGE>
         obligation  made  or  incurred  by  any  Seller  herein or in any other
         agreement,  instrument  or document delivered by any Seller pursuant to
         the terms of this Agreement. Subject to the limitation in Section 12.10
         hereof,  any  amounts to which Purchaser, its successors or assigns, is
         entitled  to indemnification pursuant to the provisions of this Section
         shall  be first offset against the amounts payable to Sellers under the
         Notes  (including  proceeding  against Sellers for any amounts that may
         have  been  previously  paid  to  Sellers  under  the Notes). Provided,
         however, the offset in any one year may not exceed the aggregate amount
         of  principal  and interest due on said applicable Notes for said year.

12.05    Indemnification  by Purchaser.  Subject to the limitation set forth in
         -----------------------------
         Section  12.10, Purchaser agrees to defend, indemnify and hold harmless
         the  Sellers  from,  against  and  in  respect  of  any  and all Losses
         resulting  from  or  arising out of an inaccuracy in or other breach of
         any  representation, warranty, covenant, or obligation made or incurred
         by  Purchaser  herein or in any other agreement, instrument or document
         delivered  by  Purchaser  pursuant  to  the  terms  of  this Agreement.

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

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


                              Page 41 of 54 Pages
<PAGE>
                  other  in connection with the mitigation, defense, negotiation
                  or  settlement of any such third party legal proceeding, claim
                  or  demand.

         (b)      If  the  Party to be Indemnified is also the party controlling
                  the  defense,  negotiation or settlement of any matter, and if
                  the  Party  to  be  Indemnified  determines  to compromise the
                  matter,  the  Party to be Indemnified shall immediately advise
                  the  Indemnifying  Party  of  the  terms and conditions of the
                  proposed  settlement.  If  the  Indemnifying  Party  agrees to
                  accept  such  proposal,  the  Party  to  be  indemnified shall
                  proceed  to  conclude  the  settlement  of the matter, and the
                  Indemnifying Party shall immediately indemnify the Party to be
                  indemnified  pursuant to the terms of Sections 12.04 and 12.05
                  hereunder,  subject  to the limitations set forth elsewhere in
                  this  Section  11.  If  the  Indemnifying Party does not agree
                  within  fourteen  (14)  days  to  accept  the settlement (said
                  14-day period to begin on the first business day following the
                  date  such  party  receives  a complete copy of the settlement
                  proposal),  the  Indemnifying  Party  shall immediately assume
                  control  of the defense, negotiation or settlement thereof, at
                  that Indemnifying Party's expense. Thereafter, the Party to be
                  Indemnified  shall  be  indemnified  in  the  entirety for any
                  liability arising out of the ultimate defenses, negotiation or
                  settlement  of  such  matter.

         (c)      If  the  Indemnifying  Party  is  the  party  controlling  the
                  defense,  negotiation  or  settlement  of  any matter, and the
                  Indemnifying  Party  determines  to compromise the matter, the
                  Indemnifying  Party  shall  immediately advise the Party to be
                  Indemnified  of  the  terms  and  conditions  of  the proposed
                  settlement  and  irrevocably  acknowledge  in writing full and
                  complete  responsibility  for,  and  agree  to  provide,
                  indemnification  of  the Party to be Indemnified. If the Party
                  to  be  indemnified  agrees  to  accept  such  proposal,  the
                  Indemnifying Party shall proceed to conclude the settlement of
                  the  matter  and  immediately  indemnify  the  Party  to  be
                  indemnified  pursuant  to the terms of Sections 12.04 or 12.05
                  hereunder.  If  the  Party  to  be  Indemnified does not agree
                  within  fourteen  (14)  days  to  accept  the settlement (said
                  14-day period to begin on the first business day following the
                  date  such  Party  receives  a complete copy of the settlement
                  proposal),  the  Party  to  be  Indemnified  shall immediately
                  assume  control  of  the  defense,  negotiation  or settlement
                  thereof,  at  the  Party  to  be Indemnified's expense. If the
                  final amount paid to resolve the claim is less than the amount
                  of  the  original proposed settlement made by the Indemnifying
                  Party,  then  the  Party  to be Indemnified shall receive such
                  indemnification  pursuant  to  Sections 12.04 or 12.05 hereof,
                  including  any  and  all  expenses incurred by the Party to be
                  Indemnified  incurred  in  connection  with  the  defense,
                  negotiation  or  settlement  of  such  matter.  If  the amount
                  finally  paid to resolve the claim is equal to or greater than
                  the amount of the original proposed settlement proposed by the
                  Indemnifying  Party, then the Indemnifying Party shall provide
                  indemnification  pursuant


                              Page 42 of 54 Pages
<PAGE>
                  to  Sections  12.04  and  12.05 for the amount of the original
                  settlement  proposal  submitted by the Indemnifying Party, and
                  the  Party  to  be  Indemnified  shall  be responsible for all
                  amounts  in  excess  of  the  original  settlement  proposal
                  submitted by the Indemnifying Party and all costs and expenses
                  incurred  by  the  Party  to be Indemnified in connection with
                  such  defense,  negotiation  or  settlement.

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

         (a)      Procedures.  The  Party to be Indemnified and the Indemnifying
                  ----------
                  Party  agree  to  cooperate  in the defense of any third party
                  claim  or  action  subject  to  this Section 12, to permit the
                  cooperation and participation of the other parties in any such
                  claim  or  action, and to promptly notify the other parties of
                  the  occurrence  of  any  indemnified  event  or  any material
                  developments  or  amounts  due  respecting any indemnification
                  event.

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

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

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

12.09    Exclusive  Remedy.   Anything contained in this Agreement or the Other
         -----------------
         Seller  Documents  to the contrary notwithstanding, the indemnification
         rights  set  forth  in this Section 12, all of which are subject to the
         terms,  limitations,  and restrictions of this Section 12, shall be the
         exclusive remedy after Closing against the Sellers and/or Purchaser for
         monetary  damages  sustained  as  a  result  of  a


                              Page 43 of 54 Pages
<PAGE>
         breach  of  a material representation, warranty, covenant, or agreement
         under  this  Agreement.  Such  limitations set forth in this Section 12
         shall  not  impair  the  rights  of  any  of  the  parties: (a) to seek
         non-monetary  equitable relief, including (without limitation) specific
         performance  or  injunctive  relief to redress any default or breach of
         this  Agreement;  or  (b)  to seek enforcement, collection, damages, or
         such non-monetary equitable relief to redress any subsequent default or
         breach of any employment agreement, non-competition agreement, transfer
         document,  assumption, consent, or agreement to be delivered at Closing
         hereunder. In connection with the seeking of any non-monetary equitable
         relief,  each  of  the  Parties  acknowledges and agrees that the other
         Parties  hereto  would  be damaged irreparably in the event that any of
         the  provisions  of this Agreement are not performed in accordance with
         their  specific  terms  or otherwise are breached. Accordingly, each of
         the Parties hereto agrees that the other Party hereto shall be entitled
         to  an  injunction or injunctions to prevent breaches of the provisions
         of  this  Agreement  and to enforce specifically this Agreement and the
         terms  and provisions hereof in any competent court having jurisdiction
         over  the  Parties.

12.10    Limitation  on  Liability.
         -------------------------

         (a)      Notwithstanding  anything contained herein to the contrary, no
                  claims  for indemnification shall be made by Purchaser against
                  Sellers  relating  to  Company  until  such time as all claims
                  hereunder exceed Twenty Thousand Dollars ($20,000.00) and then
                  indemnification shall be made only to the extend such claim or
                  claims  exceed  Twenty  Thousand  Dollars  ($20,000.00) in the
                  aggregate.

         (b)      Notwithstanding anything contained herein to the contrary, the
                  maximum  liability  that  any Seller may be required to pay to
                  Purchaser as a result of any and all breaches shall be limited
                  to  the  total  consideration  paid  under  this  Agreement by
                  Purchaser  to  all  Sellers  multiplied  by  the  following
                  respective  percentages:  J.  Hollander,  Trustee - 30.15%; D.
                  Yoka,  Trustee - 30.14%; R. Hays, Trustee - 30.14%; M. Cussigh
                  -  9.57%.

         (c)      Notwithstanding  anything  contained  in this Agreement to the
                  contrary, the maximum liability that Purchaser may be required
                  to pay to Sellers as a result of any and all breaches shall be
                  limited  to  the total consideration paid under this Agreement
                  by  Purchaser  to  Sellers.

         (d)      Insurance.  Prior  to  enforcing any claim for indemnification
                  ---------
                  against the Indemnifying Party under this Agreement, the Party
                  to  be  Indemnified  shall administratively file in good faith
                  with  any  insurers  all  forms  and  submissions  required by
                  applicable  policies  for  the  proceeds  or other benefits of
                  insurance  coverage,  if any, applicable to the claim or event
                  from which such indemnification right arose. In the event that
                  insurance


                              Page 44 of 54 Pages
<PAGE>
                  proceeds are paid to the Party to be Indemnified respecting an
                  event  to  which  an  indemnification right applies hereunder,
                  such indemnification right shall apply only to the extent that
                  the  amount  of  damages  indemnified  against  exceeds  such
                  insurance  proceeds  actually  paid  to  the  Party  to  be
                  Indemnified;  provided however, that collection by judicial or
                  legal  process  of  such  insurance  proceeds  shall  not be a
                  condition  precedent  to  asserting  or  collecting  such
                  indemnification  claims  under  this  Agreement.  If  the
                  Indemnifying  Party  incurs  indemnity costs or pays indemnity
                  damages  under this Agreement, and the Party to be Indemnified
                  subsequently receives insurance proceeds for the same claim or
                  event,  then  the  Party  to  be Indemnified shall refund such
                  indemnity  costs  or damage payments to the Indemnifying Party
                  from  such  insurance proceeds to the extent that the Party to
                  be  Indemnified has received benefits from both sources (i.e.,
                  payments  of indemnity damages from the Indemnifying Party and
                  such  insurance  proceeds)  in  excess  of  the  amount  of
                  indemnifiable  damages  incurred  by  or  asserted against the
                  Party  to  be  Indemnified.


                                  ARTICLE XIII

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

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

13.01    Conditions  Precedent  to  Purchaser's  Obligations.
         ---------------------------------------------------

         1.       Representations,  Performance.  Sellers  shall  have  duly
                  -----------------------------
                  performed  and  complied  in  all  material  respects with all
                  agreements  and conditions required by this Agreement and each
                  of  the  Other  Sellers  Documents to be performed or complied
                  with  by  them  prior to or on the Closing Date. Sellers shall
                  have  delivered  to  Purchaser  a  duly  authorized,  properly
                  executed  certificate, dated the Closing Date to the foregoing
                  effect.


                              Page 45 of 54 Pages
<PAGE>

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

         3.       No  Material  Adverse  Effect.  No  event,  occurrence,  fact,
                  -----------------------------
                  condition,  change, development or effect shall have occurred,
                  exist  or come to exist since April 1, 2002 that, individually
                  or  in  the aggregate, would have a material adverse effect on
                  the  Company  or  its  assets.

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

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

                  (ii)  Opinion letter of The Kaiser Law Firm, P.C., counsel for
                        Sellers,  addressed  to  Purchaser and dated the Closing
                        Date;

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

                  (iv)  A  Good  Standing  Certificate, dated within thirty (30)
                        days  of  the  Closing,  of  the  Secretary  of State of
                        Missouri  as  to  the  good  standing  of  Company;

                  (v)   The  Disclosure  Schedule;

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

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

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


                              Page 46 of 54 Pages
<PAGE>
         5.       Certain Employment Agreements. D. Yoka, R. Hays and M. Cussigh
                  -------------------------------
                  shall  have  entered into an Employment Agreement described in
                  Section  8.01.  J.  Hollander  shall  have  entered  into  the
                  Consulting  Agreement.

         6.       Covenant Not to Compete Agreements. Sellers shall have entered
                  -----------------------------------
                  into  the  Covenant  Not to Compete Agreements in the form set
                  forth  in  Exhibits  F,  F-1,  F-2  and  F-3.
                                       -------------       ---

         7.       Subordination  Agreements. Each Seller shall have entered into
                  -------------------------
                  his  respective  Subordination  Agreement set forth in Exhibit
                  "D".

         8.       Cancellation and Termination of Employment Agreements. Company
                  -----------------------------------------------------
                  and  J. Hollander, D. Yoka, R. Hays and M. Cussigh shall enter
                  into  an  agreement  in  form  and  content  satisfactory  to
                  Purchaser's  counsel  canceling  and  terminating  certain
                  Employment  Agreements  between  such Parties and the Company.

         9.       Parties  shall  have  entered  into  a  Termination  of  Stock
                                                          ----------------------
                  Purchase  and  Stockholder  Agreement,  Termination  of  Stock
                  --------------------------------------------------------------
                  Purchase  Agreement, and Termination of Stock Agreement as set
                  ------------------------                      ----------------
                  forth  in  Article  VIII.
                  -------------------------

         10.      Company  shall  have  entered  into  a  Termination  of  Lease
                  Agreement  with  MBSKC,  L.L.C.,  a Missouri limited liability
                  company,  and  Company  shall  have  entered  into a new Lease
                  Agreement  with  MBSKC,  L.L.C.,  a Missouri limited liability
                  company,  as  set  forth  in  Article  IX.

         11.      Sellers  shall  have  executed  any  and  all  documentation
                  necessary  to  cancel any existing buy-sell agreements between
                  the  Sellers.

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

         1.       Representations, Performance. Purchaser has duly performed and
                  -----------------------------
                  complied  in  all  material  respects  with all agreements and
                  conditions  required  by  this Agreement and each of the Other
                  Sellers Documents to be performed or complied with by it prior
                  to  or  on the Closing Date. Purchaser shall have delivered to
                  Sellers a certificate dated the Closing Date and signed by its
                  duly  authorized  officer,  to  the  foregoing  effect.

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


                              Page 47 of 54 Pages
<PAGE>

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

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

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

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

                  (iv)  A  Certificate  of  Good Standing for Purchaser from the
                        Secretary  of  State  of  Delaware dated no earlier than
                        thirty  (30)  days  prior  to  the  Closing  Date;

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

         4.       Certain Employment Agreements. D. Yoka, R. Hays and M. Cussigh
                  -----------------------------
                  shall  have  entered into an Employment Agreement described in
                  Section  8.01.  J.  Hollander  shall  have  entered  into  the
                  Consulting  Agreement.

         5.       Covenant  Not to Compete Agreements. Sellers have entered into
                  -----------------------------------
                  the  Covenant  Not to Compete Agreements set forth in Exhibits
                  F,  F-1,  F-2  and  F-3.
                  -----------------------

         6.       Subordination  Agreement.  Each Seller shall have entered into
                  ------------------------
                  his respective Subordination Agreement set forth in Exhibit D.

         7.       Pay-off Line of Line of Credit Indebtedness. Simultaneous with
                  -------------------------------------------
                  the Closing, Purchaser shall cause Company to pay off the Line
                  of  Credit  Indebtedness  and  incident  thereto  procure  the
                  releases  of  any of the Sellers of their guarantees of any of
                  the  Line  of  Credit  Indebtedness.

         8.       Payoff  of  Floor  Planning.  Simultaneous  with  the Closing,
                  ---------------------------
                  Purchaser  shall  cause  Company to pay off the Floor Planning
                  Indebtedness  and incident thereto procure the releases of any
                  of  the  Sellers  of  their  guarantees  of  any  of the Floor
                  Planning  Indebtedness.

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


                              Page 48 of 54 Pages
<PAGE>
                                  ARTICLE XIV

14.01    Closing.  The  Closing  of the sale and purchase of the Company Shares
         -------
         (the "Closing") shall take place on February _____, 2003 at the offices
         of Lindhorst & Dreidame, Cincinnati, Ohio, or at such other time and/or
         place  as  the  parties  may  mutually agree upon. The Closing shall be
         deemed effective as of the day of Closing. The day on which the Closing
         actually  occurs  is  herein sometimes referred to as the Closing Date.


                                   ARTICLE XV

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

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

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

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

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

         (a)      If to Purchaser, to:


                              Page 49 of 54 Pages
<PAGE>
                  Pomeroy  Computer  Resources,  Inc.
                  1020  Petersburg  Road
                  Hebron,  Kentucky  41048

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

         (b)      If to Sellers, to:

                  J.  Hollander,  Trustee
                  16  St.  Anthony  Court
                  St.  Charles,  MO  63301

                  R.  Hays,  Trustee
                  Route  3,  Box  108  H
                  Odessa,  MO  64076

                  D.  Yoka,  Trustee
                  702  North  Delaware
                  Independence,  MO  64050

                  M.  Cussigh
                  13404  West  128th  Street
                  Overland  Park,  KS  66213

                  With  a  copy  to:
                  Philip  A.  Kaiser
                  The  Kaiser  Law  Firm,  P.C.
                  12231  Manchester  Road
                  St.  Louis,  MO  63131

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

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


                              Page 50 of 54 Pages
<PAGE>
15.07    Schedules  and  Exhibits.  Schedules  and exhibits referred to in this
         ------------------------
         Agreement  constitute  and  integral part of this Agreement as if fully
         rewritten  herein.  Any  disclosure  made  on  any  Schedule or Exhibit
         delivered  pursuant  hereto  shall be deemed to have been disclosed for
         purposes  of  any  other  Schedule  or  Exhibit  required  hereby.

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

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

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

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

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

15.13    Business Records.  Sellers shall be permitted to retain copies of such
         ----------------
         books and records relating to the business of Company as related to the
         accounting  and  tax


                              Page 51 of 54 Pages
<PAGE>
         matters  of  the  business,  and  have access to all original copies of
         records  so  delivered  to  Purchaser  at  reasonable  times,  for  any
         reasonable  business  purpose,  for  a  period  of  six years after the
         Closing  Date.

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

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


                                   ARTICLE XVI
                        CONSENT TO GRANTING OF A SECURITY
                        ---------------------------------
                        INTEREST IN ACQUISITION DOCUMENTS
                        ---------------------------------

16.      Sellers consent  and  agree  that upon the Closing of this transaction,
         Purchaser  shall  have the right to grant to GE Commercial Distribution
         Finance  Corporation,  formerly  known  as  Deutsche Financial Services
         Corporation, as Administrative Agent for the benefit of various lenders
         under  a  Credit  Facilities  Agreement,  and  Purchaser  and  various
         Affiliates of such parties, a first priority security interest and lien
         on  all of Purchaser's rights, remedies, claims and interests under all
         the  acquisition  documents  for  this  transaction.

         Seller  agrees to execute at Closing an assignment of rights agreement,
         a  copy  of  which  is  attached  hereto  as  Exhibit  I.


                                  ARTICLE XVII
                          INFORMATION SECURITY PROGRAM
                          ----------------------------
                                  MANUAL AND CD
                                  -------------

17.      Upon the  Closing Date, MBSKC, L.L.C. shall transfer to Company all its
         right,  title  and  interest in the Information Security Program Manual
         and  CD, free and clear of all Encumbrances. Incident to such transfer,
         Company  shall enter into a Royalty Agreement incident to which Company
         shall  pay  MBSKC,  L.L.C.  a ten percent (10%) royalty on all sales of
         security  products  relating to the Information Security Program Manual
         and  CD for the earlier of (i) two years from the Closing Date, or (ii)
         the  payment  of  Two  Hundred  Fifty Thousand Dollars ($250,000.00) in
         royalties  in  the aggregate by Company to MBSKC, L.L.C. A copy of said
         Royalty  Agreement is attached hereto as Exhibit J. At the Closing, the
         current License and Royalty Agreement between MBSKC, L.L.C. and Company
         dated


                              Page 52 of 54 Pages
<PAGE>
         December  31,  2002  shall  be  terminated.  Company  shall continue to
         explore  the  HP  opportunity.  In  the  event HP should demonstrate an
         interest  to  include protecting Company's position in their respective
         markets,  and  would purchase the copyright during the period set forth
         above,  Company  and MBSKC, L.L.C. would split the net profit from said
         sale  on  a 50%/50% basis. Any net profit from such sale to be retained
         by  Company shall be excluded from the earnout computation set forth in
         Section  2.03.  Company  acknowledges  that Midcon Data in Oklahoma has
         been  developing  disaster  recovery  and  imaging  in  parallel  with
         Company's  Security  Program.  It  has a signed agreement with zero (0)
         royalties  with  the agreement that hardware opportunities are referred
         to  Company.


                              Page 53 of 54 Pages
<PAGE>
IN  WITNESS  WHEREOF,  the  Parties hereto have caused this Agreement to be duly
executed  as  of  the  day  and  year  first  above  written.

                                          PURCHASER:

                                          POMEROY  COMPUTER  RESOURCES,  INC.


                                          By:  _______________________________



                                          SELLERS:


                                          ___________________________________
                                          JAMES  HOLLANDER,  Trustee  of  the
                                          James Hollander Revocable Living Trust
                                          Dated  May  12,  1997



                                          ___________________________________
                                          RAYMOND HAYS, Trustee of the
                                          Raymond Hays Revocable Living Trust
                                          Dated June 30, 1997



                                          ___________________________________
                                          DAVID  YOKA,  Trustee  of  the
                                          David  Yoka  Revocable  Living  Trust
                                          Dated  May  16,  1997


                                          ___________________________________
                                          MATTHEW CUSSIGH


                              Page 54 of 54 Pages
<PAGE>