ASSET PURCHASE AGREEMENT


THIS  ASSET PURCHASE AGREEMENT (the "Agreement") is made  and  is
entered  into this 24th day of July, 1997, by, between and  among
POMEROY  COMPUTER  RESOURCES, INC., a Delaware corporation,  (the
"Purchaser"),  MICROCARE, INC., an Indiana  corporation  ("Seller
No.   1"),   MICROCARE  COMPUTER  SERVICES,  INC.,   an   Indiana
corporation  ("Seller  No.  2"), and ROBERT  L.  VERSPRILLE  (the
"Shareholder").
                     W I T N E S S E T H :

WHEREAS, Seller No. 1 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 Indianapolis, Indiana Metropolitan area as well as
the entire state of Indiana; and

WHEREAS, Seller No. 2 provides a variety of computer service  and
support solutions to the State of Indiana;

WHEREAS,  Shareholder  is  the  owner  of  100  shares   of   the
outstanding  stock  of  Seller  No.  1  and  100  shares  of  the
outstanding  stock of Seller No. 2, which stock constitutes  100%
of  the outstanding stock of each corporation and Shareholder  is
the sole director of Seller No. 1 and Seller No. 2; and

WHEREAS,  Purchaser desires to purchase certain of the assets  of
Seller  No.  1 and of Seller No. 2 used in their operations  (the
"Business") and assume certain of the liabilities of Seller No. 1
in  connection with the Business, and Seller No. 1 and Seller No.
2  desire  to  sell  certain  of such  assets,  subject  to  such
liabilities,  but  only (i) upon the terms  and  subject  to  the
conditions set forth in this Agreement, (ii) the representations,
warranties,    covenants,   indemnifications,   assurances    and
undertakings of Seller No. 1, Seller No. 2,  Shareholder  and  of
Purchaser  contained in this Agreement, (iii) the  agreements  of
Seller  No.  1 and Seller No. 2 to refrain from competition  with
Purchaser for four (4) years from the closing of this transaction
and (iv) the agreement of Shareholder to refrain from competition
for  the later of four (4) years from the Closing date or one (1)
year  after  the  termination  of Shareholder's  employment  with
Purchaser  pursuant to and in accordance with, the terms  of  his
Employment Agreement to be executed upon Closing.

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


                               1.
                          DEFINITIONS

1.1   Affiliate.  "Affiliate" shall mean (i) in the  case  of  an
entity, any person (the term "person" for these purposes means an
individual,  partnership, firm, corporation or other entity)  who
or   which,   directly  or  indirectly,  through  one   or   more
intermediaries, controls or is controlled by, or is under  common
control with, any specified person (the term "control" for  these
purposes  means the ability, whether by ownership  of  shares  or
other  equity  interests, by contract or otherwise,  to  elect  a
majority  of  the  directors  of a  corporation,  to  select  the

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managing  or  general partner of a partnership, or  otherwise  to
select,  or have the power to remove and then select, a  majority
of  those persons exercising governing authority over an  entity)
or  (ii)  in the case of an individual, such individual's spouse,
descendants  or parents or a trust primarily for the  benefit  of
such individual or any of the foregoing.

1.2   Assumed  Liabilities.  The "Assumed  Liabilities"  are  the
liabilities of Seller No. 1 and Seller No. 2 assumed or  paid  at
Closing by the Purchaser pursuant to Sections 3.1 and 3.2 of this
Agreement.

1.3   Balance  Sheets.  The "Balance Sheets"  are  the  unaudited
balance sheet of Seller No. 1 and Seller No. 2, respectively,  as
of June 30,1997, included as part of the Financial Statements.

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

1.5  Closing Date.  The "Closing Date" shall be as of 10:00 a.m.,
E.D.T., July 24, 1997.
1.6   Code.  The "Code" is the Internal Revenue Code of 1986,  as
amended, 26 U.S.C. 1 et seq.

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

1.8   Disclosure  Schedule.   The "Disclosure  Schedule"  is  the
Disclosure  Schedule  dated  the  date  of  this  Agreement   and
delivered by Seller No. 1 and Seller No. 2 to Purchaser.

1.9   Encumbrance.   An "Encumbrance" is any  security  interest,
lien,    or    encumbrance    whether   imposed   by   agreement,
understanding, law or otherwise, on any of Purchased Assets No. 1
and/or Purchased Assets No. 2 (as defined herein).

1.10 Excluded Assets.  An "Excluded Asset" is any asset set forth
in Section 2.4.

1.11  Financial Statements.  The "Financial Statements"  are  the
unaudited  financial statements of Seller No.  1  for  the  years
ended March 31, 1997 and March 31, 1996 and the unaudited interim
balance  sheets of  Seller No. 1 and Seller No. 2 as of June  30,
1997,  including  any  and  all notes  thereto.   The  "Financial
Statements do not include the Pro Forma Balance Sheet.

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

1.13  Pro Forma Balance Sheet.  The "Pro Forma Balance Sheet"  is
the unaudited balance sheet of Seller No. 1 prepared as described
in  Section 4.1(c) and adjusted for Excluded Assets of Seller No.
1  per  Section 2.4 and Excluded Liabilities of Seller No. 1  per
Section 3.3 as of July 23, 1997.

1.14   Purchase  Price.   The  "Purchase  Price"  is  the   total
consideration paid by Purchaser to Seller No. 1 and Seller No.  2
for  Purchased Assets No. 1 and Purchased Assets  No.  2  as  set
forth in Sections 4.1, 4.2 and 4.4.

1.15  Purchased Assets No. 1.  The "Purchased Assets No.  1"  are
the assets of Seller No. 1, used in the Business, acquired by the
Purchaser pursuant to the terms of this Agreement.

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1.16  Purchased Assets No. 2.  The "Purchased Assets No.  2"  are
the assets of Seller No. 2, used in the Business, acquired by the
Purchaser pursuant to the terms of this Agreement.

1.17  Taxes.  "Taxes" means all taxes, charges, fees,  levies  or
other  assessments, including, without limitation, income,  gross
receipts,  excise,  property, sales, use,  license,  payroll  and
franchise taxes, imposed by any Governmental Entity and  includes
any estimated tax, interest and penalties or additions to tax.

1.18  Tax  Return.  A "Tax Return" is a report, return  or  other
information required to be supplied to a Governmental  Entity  in
connection  with  Taxes including, where permitted  or  required,
combined  or consolidated returns for any group of entities  that
includes Seller No. 1 and Seller No. 2.

1.19  Actual  Knowledge of Seller No. 1 and Seller  No.  2.   For
purposes of this Agreement, Actual Knowledge of Seller No. 1  and
Seller  No.  2  shall be limited to the actual knowledge  of  the
Shareholder.

1.20  Best  Knowledge  of Seller No. 1 and  Seller  No.  2.   For
purposes  of this Agreement, Best Knowledge of Seller No.  1  and
Seller  No.  2  shall  be limited to the best  knowledge  of  the
Shareholder.

                               2.
                             TERMS

2.1  Agreement.

      Seller  No.  1  agrees to sell and convey to Purchaser  the
Purchased  Assets No. 1 as hereinafter set forth in Section  2.2.
Seller No. 2 agrees to sell and convey to Purchaser the Purchased
Assets  No. 2 as hereinafter set forth in Section 2.3.  Purchaser
agrees to purchase said assets.  The agreements of Purchaser  and
Seller No. 1 and Seller No. 2 are expressly conditioned upon  the
terms,  conditions, covenants, representations and warranties  as
hereinafter set forth.

2.2   Assets  to  be  Sold  by Seller  No.  1  and  Purchased  by
Purchaser.

      At  the Closing of this Agreement, Purchaser shall purchase
and Seller No. 1 shall sell the following assets of Seller No.  1
used in the Business of Seller No. 1:

      (a)  Certain inventory of computers, related equipment  and
service  parts  held by Seller No. 1 as set forth  on  Exhibit  A
attached hereto;

      (b)  Certain vehicles of Seller No. 1 set forth on attached
Exhibit  B  (excepting the four (4) vehicles to  be  retained  by
Seller No. 1 as set forth in Section 2.4);

      (c)  Certain fixed assets and equipment of Seller No. 1  as
set forth on attached Exhibit C;

     (d)  All of Seller No. 1's fixed rate contracts and time and
material   contracts  with  the  State  of  Indiana   and   other
organizations set forth on attached Exhibit D;

      (e)  All of Seller No. 1's service contracts which are  set
forth on attached Exhibit E;

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     (f)  All intangible assets of Seller No. 1 which are used in
the  Business of Seller No. 1, including without limitation,  all
purchase  orders,  contracts,  rights  and  agreements,  work  in
process,   customers   lists,   supplier   agreements,   patents,
trademarks  and service marks (including the goodwill  associated
with  the marks), computer programs, the right to the use of  the
corporate  and  trade  names of or  used  by  Seller  No.  1,  or
derivative thereof, as all or a part of a corporate or trade name
(excepting the intangible assets to be retained by Seller  No.  1
as set forth in Section 2.4);

     (g)  All distribution contracts and authorizations of Seller
No. 1;

      (h)  All base artwork, photo materials, plates (if owned by
Seller  No. 1), separations and other materials that are used  by
Seller  No.  1  for printing brochures and promotional  materials
including all intellectual property rights therein; and

      (i)   The assignment of any telephone numbers used  in  the
Business of Seller No. 1.

2.3   Assets  to  be  Sold  by Seller  No.  2  and  Purchased  by
Purchaser.

      At  the Closing of this Agreement, Purchaser shall purchase
and Seller No. 2 shall sell the following assets of Seller No.  2
used in the Business of Seller No. 2:

     (a)  Seller No. 2's agreement( whether oral or written) with
the  State of Indiana dated the 1st day of July, 1997, set  forth
on attached Exhibit F;

      (b)  All of Seller No. 2's service contracts, if any, which
are set forth on attached Exhibit G;

     (c)  All intangible assets of Seller No. 2 which are used in
the  Business of Seller No. 2, including without limitation,  all
purchase  orders,  contracts,  rights  and  agreements,  work  in
process,  customers  lists,  supplier  agreements,  patents   and
trademarks  and service marks (including the goodwill  associated
with the marks) the right to use the corporate and trade name  of
or used by Seller No. 2, or derivative thereof, as all or part of
a  corporate or trade name (excepting the intangible assets to be
retained by Seller No. 2 as set forth in Section 2.4); and

      (d)   The  assignment of any telephone number used  in  the
Business of Seller No. 2.

2.4  Excluded Assets.

      Seller  No. 1 and Seller No. 2 shall not sell and Purchaser
shall  not  purchase  any of the assets of Seller  No.  1  and/or
Seller No. 2, except the assets set forth in Sections 2.2 and 2.3
above.   Specifically,  Seller No.1 and  Seller  No.  2  are  not
selling and Purchaser is not purchasing any of Seller No. 1's  or
Seller  No.  2's  cash or cash equivalents, investment  accounts,
accounts  receivable,  officers  life  insurance,  including  its
surrender value, four vehicles, consisting of a 1994 Cadillac,  a
1994  Corvette, a 1994 Plymouth Colt Vista, and a 1996  Suburban,
any  federal, state or local tax refunds, if any, owed to  Seller
No.  1  or  Seller No. 2 presently or in the future, any  prepaid
items (except as related to the executory contracts being assumed
by  Purchaser in Section 3.2), any part of the Purchase Price  to
be  received by Seller No. 1 and Seller No. 2 for the sale of the
assets,  the minute books of Seller No. 1 or Seller No. 2,  their

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tax  returns,  corporate seals and stock records  and  any  other
assets not specifically set forth in Sections 2.2 and 2.3 above.

     In addition, Seller No. 1 and Seller No. 2 will each interim
bill  (and shall be entitled to receive and retain payment  for),
as of the Closing, or as soon thereafter as is customary with the
billing  practices  of  any  partially  completed  contract,  all
partially completed work that Seller No. 1 and Seller No. 2  have
performed on any of its contracts up to the date of Closing.   In
addition,  to the extent that Seller No. 1 and Seller No.  2  are
unable  to  interim  bill for any partially completed  contracts,
Seller  No.  1  and Seller No. 2 will each bill Purchaser  within
thirty  (30)  days of the Closing date, for all work that  Seller
No.  1  and  Seller  No. 2 have performed on  any  such  unbilled
partially completed contracts up to the date of Closing.  A  list
of  all  such unbilled partially completed work is set  forth  on
Exhibit  H attached hereto.  Seller No. 1 and Seller No.  2  will
bill  Purchaser for such work at a rate of $20.00  per  hour  for
labor  and  at  cost for parts incident to such work.   Purchaser
covenants  and  agrees  to  diligently  complete  such  work  and
promptly upon completion undertake reasonable efforts to bill and
collect  for  such work.  Upon collection by Purchaser  for  such
work, Purchaser covenants and agrees to promptly reimburse Seller
No.  1  and Seller No. 2 for such work according to the  billings
received  by  Purchaser from Seller No. 1 and  Seller  No.  2  as
provided  above.  Seller No. 1 and Seller No. 2 shall  be  solely
responsible for any liability or costs relating to such completed
or  partially completed work.  In the event that Purchaser incurs
any  cost  for correcting any defective work performed by  Seller
No. 1 or Seller No. 2 prior to the closing date, Seller No. 1 and
Seller  No.  2 shall promptly reimburse Purchaser for  all  costs
that  may  be  incurred by Purchaser to correct such  prior  work
performed by Seller No. 1 and/or Seller No. 2.

2.5  Instruments of Transfer.

      Except as otherwise provided herein, at Closing, Seller No.
1  and Seller No. 2 will deliver, respectively, to Purchaser such
bills  of  sale,  endorsements, assignments and other  good   and
sufficient  instruments of transfer and assignment  as  shall  be
effective  to  vest  in Purchaser good and marketable  title  and
interest  in  and to Purchased Assets No. 1 and Purchased  Assets
No.  2,  respectively.   At  or after the  Closing,  and  without
further consideration, Seller No. 1 and Seller No. 2 will execute
and  deliver to Purchaser such further instruments of  conveyance
and  transfer  and  take  such  other  action  as  Purchaser  may
reasonably  request  in  order  to more  effectively  convey  and
transfer  to Purchaser any of the Purchased Assets No.  1  and/or
Purchased Assets No. 2 or for aiding and assisting and collecting
and  reducing  to possession and exercising rights  with  respect
thereto.  Seller No. 1, Seller No. 2 and the Shareholder agree to
use  their  best efforts to obtain and deliver to Purchaser  such
consents, approvals, assurances and statements from third parties
as   Purchaser  may  reasonably  require  in  a  form  reasonably
satisfactory to Purchaser.  In addition to the foregoing,  Seller
No. 1 and Seller No. 2 will deliver to Purchaser the originals or
copies of all of Seller No. 1's and Seller No. 2's books, records
and  other  data relating to Purchased Assets No. 1 and Purchased
Assets   No.  2,  respectively;  and  simultaneously  with   such
delivery, Seller No. 1 and Seller No. 2 shall take all such  acts
as  may  be necessary to put Purchaser in actual possession,  and
operating control of Purchased Assets No. 1 and Purchased  Assets
No.  2.   Seller  No.  1  and Seller No. 2 shall  cooperate  with

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Purchaser  to permit Purchaser, if possible, to enjoy Seller  No.
1's  and  Seller  No.  2's ratings and benefits  under  workmen's
compensation  laws  and  unemployment compensation  laws  to  the
extent permitted by such laws.

2.6  Instruments Giving Certain Powers and Rights.

      To  the  extent that any assignment does not  result  in  a
complete  transfer  of the contracts to Purchaser  because  of  a
provision  in any contract against Seller No. 1's or  Seller  No.
2's  assignment  of any its right thereunder, Seller  No.  1  and
Seller  No.  2  shall cooperate with Purchaser in any  reasonable
manner  proposed by Purchaser to complete the acquisition of  the
contracts and Seller No. 1's and Seller No. 2's rights,  benefits
and  privileges  thereunder in order to  fulfill  and  carry  out
Seller  No.  1's  and  Seller  No.  2's  obligations  under  this
Agreement.   Such  additional action  may  include,  but  is  not
limited to:  (i) entering into a subcontract between Seller No. 1
and/or  Seller  No.  2  and Purchaser which allows  Purchaser  to
perform  Seller  No.  1's and Seller No. 2's  duties  under  such
contracts and to enforce Seller No. 1's and Seller No. 2's rights
thereunder;  (ii) the sale of Seller No. 1's and Seller  No.  2's
stock  owned  by Shareholder to Purchaser on terms to  which  the
parties  may mutually agree to allow Purchaser to operate  Seller
No.  1  and Seller No. 2 as wholly-owned subsidiaries to  enforce
the contracts; or (iii) entering into a new multi-party agreement
with such customers which allows Purchaser to perform Seller  No.
1's and Seller No. 2's obligations and enforce Seller No. 1's and
Seller No. 2's rights under the contracts.


                               3.
                   ASSIGNMENT OF LIABILITIES

3.1  Liabilities to be Paid Off at Closing or Assumed.

      A.    At  the Closing, Purchaser shall pay off the debt  on
certain  vehicles  being transferred to  it  in  the  approximate
amount  of  $12,457.48  as of the date hereof  and  shall  assume
Seller  No.  1's  deferred  service  contract  liability  in  the
approximate   amount  of  $31,405.00  as  of  the  date   hereof.
Purchaser  shall  secure the release of any  personal  guarantees
executed by Shareholder relating to the indebtedness securing the
vehicles of Seller No. 1 being purchased by Purchaser.

     B.   At the Closing, Purchaser shall assume and pay, perform
and  discharge when due all of Seller No. 1's employees'  accrued
vacation time, which on the date of Closing is $13,357.38.

3.2  Executory Contracts.

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

     (a)  All the obligations and liabilities of Seller No. 1 and
Seller  No.  2  arising  after the Closing  under  the  contracts
described in Sections 2.2 and 2.3; and

      (b)   Seller  No.  1's  obligations and  liabilities  under
executory contracts arising after the Closing relating to  Seller
No.  1's  Yellow Pages advertisements (projected to  cost  Twelve
Thousand Six Hundred Eighteen Dollars ($12,618.00) for the period
August, 1997 through July, 1998) and Centrix agreements.

      (c)   All  product warranty liabilities and obligations  of
Seller  No.  1  arising after Closing with  respect  to  products
assembled, manufactured, distributed or sold on or prior  to  the
Closing Date up to a maximum aggregate liability of $2,000.00.

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      (d)   All  future  liabilities for merchandise  in  transit
F.O.B.  shipping point which has not been received and/or entered
into  inventory by Seller No. 1 or Seller No. 2 as of the Closing
and  for which no bill has been posted by Seller No. 1 or  Seller
No. 2 as of the Closing.

3.3  Excluded Liabilities.

      Notwithstanding anything in this Agreement to the contrary,
Purchaser shall not assume or become responsible  for any  claim,
liability  or obligation of any nature whatsoever, whether  known
or   unknown,  accrued,  absolute,  contingent  or  otherwise  (a
"Liability")  of  Seller No. 1 and/or Seller  No.  2  except  the
Assumed  Liabilities.   Without limiting the  generality  of  the
foregoing,  the  following are included among the Liabilities  of
Seller No. 1 and Seller No. 2 which Purchaser shall not assume or
become  responsible for (unless specifically included as  Assumed
Liabilities):

     (a)  all of the trade accounts payable, accrued expenses and
capital leases of Seller No. 1 and/or  Seller No. 2;

      (b)   any  indebtedness  relating  to  the  vehicles  being
retained by Seller No. 1 as set forth in Section 2.4.

     (c)  all Liabilities for any Taxes whether deferred or which
have  accrued or may accrue or become due and payable  by  Seller
No.  1  and/or  Seller No. 2 either prior to,  on  or  after  the
Closing  Date, including, without limitation, all taxes and  fees
of  a  similar  nature  arising from the  sale  and  transfer  of
Purchased Asset No. 1 and Purchased Assets No. 2 to Purchaser;

     (d)  all Liabilities and obligations to directors, officers,
employees  or agents of Seller No. 1 and Seller No. 2, including,
without  limitation, all Liabilities and obligations  for  wages,
salary,  bonuses,  commissions, vacation (except  to  the  extent
Purchaser  agrees  to assume such item as set  forth  in  Section
3.1(B)) or severance pay, profit sharing or pension benefits, and
all   Liabilities  and  obligations  arising  under  any   bonus,
commission, salary or compensation plans or arrangements, whether
accruing prior to, on or after the Closing Date;

      (e)   all  Liabilities  and  obligations  with  respect  to
unemployment   compensation  claims  and  workmen's  compensation
claims  and claims for race, age and sex discrimination or sexual
harassment or for unfair labor practice based on or arising  from
occurrences, circumstances or events, or exposure to  conditions,
existing or occurring prior to the Closing Date and for which any
claim may be asserted by any of Seller No. 1's and/or Seller  No.
2's employees, prior to, on or after the Closing Date;

      (f)  all Liabilities of Seller No. 1 and/or Seller No. 2 to
third parties for personal injury or damage to property based  on
or arising from occurrences, circumstances or events, or exposure
to  conditions, existing or occurring prior to the  Closing  Date
and  for which any claim may be asserted by any third party prior
to, on or after the Closing Date;

      (g)  all Liabilities and obligations of Seller No. 1 and/or
Seller  No.  2  arising under or by virtue of  federal  or  state
environmental   laws  based  on  or  arising  from   occurrences,
circumstances or events, or exposure to conditions,  existing  or
occurring  prior to the Closing Date and for which any claim  may
be asserted prior to, on or after the Closing Date;

      (h)   all Liabilities of Seller No. 1 and/or Seller No.  2,

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

      (i)   all  Liabilities based on any theory of liability  or
product warranty (except to the extent assumed in Section 3.2(c))
with  respect  to any product manufactured or sold prior  to  the
Closing Date and for which any claim may be asserted by any third
party, prior to, on or after the Closing Date;

     (j)  all attorneys' fees, accountants or auditors' fees, and
other  costs and expenses incurred by Seller No. 1, Seller No.  2
and/or   Shareholder   in   connection  with   the   negotiation,
preparation  and  performance of this Agreement  or  any  of  the
transactions contemplated hereby;

      (k)  all Liabilities of Seller No. 1 and/or Seller No. 2 in
connection with the Excluded Assets;

      (l)   any Liabilities of Seller No. 1 and/or Seller  No.  2
with  respect to any options, warrants, agreements or convertible
or  other  rights to acquire shares of its capital stock  of  any
class; and

      (m)   all  other debts, Liabilities, obligations, contracts
and  commitments (whether direct or indirect, known  or  unknown,
contingent or fixed, liquidated or unliquidated, and whether  now
or  hereinafter  arising)  arising out  of  or  relating  to  the
ownership,  operation  or use of any of Purchased  Assets  No.  1
and/or Purchased Assets No. 2 on or prior to the Closing Date  or
the  conduct of the Business of Seller No. 1 and/or Seller No.  2
prior  to  the Closing Date, except only for the liabilities  and
obligations  to  be assumed or paid, performed or  discharged  by
Purchaser constituting the Assumed Liabilities.

      Seller  No.  1  and Seller No. 2 shall  pay  all  of  their
respective  liabilities not being assumed hereunder by  Purchaser
within the customary time for payment of such liabilities.

      It  is  the  intent of the parties that upon  Closing,  all
employees of Seller No. 1 and Seller No. 2 will be terminated  by
such  parties  and Purchaser will extend offers of employment  to
such  individuals  and use its best efforts to  offer  employment
agreements  to such employees within sixty (60) days  of  Closing
upon  such terms and conditions as shall be mutually agreed  upon
by Purchaser and Shareholder.


                               4.
                       CONSIDERATION FOR
       PURCHASED ASSETS NO. 1 AND PURCHASED ASSETS NO. 2

4.1  Purchase Price for Purchased Assets No. 1.

      Subject  to the other terms of this Agreement, the Purchase
Price for Purchased Assets No. 1 shall be the sum of:

      (a)   Five Hundred Thirty-Six Thousand Six Hundred  Dollars
($536,600); and

      (b)   The liabilities assumed or paid off at Closing  under
Section  3.1  relating  to  the debt on  certain  vehicles  which
currently  equals  Twelve Thousand Four Hundred  Fifty-Seven  and
48/100 Dollars ($12,457.48) and as shall be adjusted to the  date

                             E-50
<PAGE>

of  Closing  relating  to the debt on certain  vehicles  and  the
deferred service contract liability which currently equals Thirty-
one  Thousand Four Hundred Five Dollars ($31,405.00) and as shall
be adjusted to the date of Closing.

      (c)  Seller No. 1's accrued vacation time in the amount  of
Thirteen  Thousand Three Hundred Fifty-seven Thousand and  38/100
Dollars (13,357.38).

     The sum of the items contained in Sections 4.1(a) and 4.1(b)
above  shall be either adjusted upward or downward by the  amount
determined under Section 4.1(c).

      (c)   Prior to the closing, Seller No. 1 shall prepare  and
deliver  to Purchaser a Pro Forma Balance Sheet which  shall  set
forth  the  purchased  assets consisting  of  the  inventory  and
service parts valued at cost and the net book value of the  fixed
assets, vehicles and equipment being purchased from Seller No.  1
less  the  assumed  liabilities  relating  to  the  debt  on  the
vehicles, the deferred service contract liability and the accrued
vacation  liability being assumed by Purchaser.   The  Pro  Forma
Balance  Sheet  shall  be  prepared  using  the  same  accounting
methods,  policies,  practices  and  procedures  with  consistent
classifications, judgments and estimation methodology as used  in
the preparation of the December 31, 1996 balance sheet.

          If the net asset amount (as defined below) shown on the
Pro  Forma  Balance  sheet is less than Two  Hundred  Thirty-Five
Thousand Six Hundred Dollars ($235,600.00), the Purchase Price to
be paid to Seller No. 1 shall be decreased on a dollar-for-dollar
basis  for  such difference.  Any such reduction shall be  offset
against  the  cash  portion of the Purchase Price  as  set  forth
above,  provided, Seller No. 1 shall have the right  to  transfer
accounts  receivable,  the  collectibility  of  which  shall   be
guaranteed  by Seller No. 1, in lieu thereof.  If the  net  asset
amount shown on the Pro Forma Balance Sheet equals or exceeds Two
Hundred  Thirty-Five Thousand Six Hundred Dollars  ($235,600.00),
the  Purchase  Price  shall be increased on  a  dollar-for-dollar
basis for such difference and Purchaser shall have the option  of
paying  additional cash to Seller No. 1 or assuming a set  amount
of accounts payable of Seller No. 1.

           The  net  asset  amount shall  mean  the  sum  of  the
inventory  and service parts acquired hereunder valued  at  their
cost  and  the  net book value of the fixed assets, vehicles  and
equipment  acquired  by  Purchaser from Seller  No.  1  less  the
assumed  liabilities relating to the debt on  the  vehicles,  the
deferred  service  contract liability, and the  accrued  vacation
liability being assumed by Purchaser in each case as shown on the
Pro Forma Balance Sheet.

4.2  Purchase Price for Purchased Assets No. 2.

      Subject to the other terms of this Agreement, the Purchased
Price for Purchased Assets No. 2 shall be One Million Six Hundred
Fifty-Nine  Thousand  Eight Hundred Dollars ($1,659,800.00)  plus
any  additional  amount, if any, that may  be  paid  pursuant  to
Section 4.4.

4.3  Payment of the Purchase Price for Purchased Assets No. 1 and
Purchased Assets No. 2.

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

      (a)   By  certified  or bank cashier's  check  or  by  wire

                             E-51
<PAGE>

transfer  to  Seller  No. 1's bank account, the  amount  of  Five
Hundred Thirty-Six Thousand Six Hundred Dollars ($536,600.00)  as
either  adjusted upward or downward as determined  under  Section
4.1(c) hereof;

      (b)  The assumption or payment of the liabilities of Seller
No. 1 assumed by Purchaser pursuant to Section 3.1;

      (c)   By  certified  or bank cashier's  check  or  by  wire
transfer  to  Seller  No. 2's bank account, the  amount  of  Five
Hundred Thirty-Six Thousand Six Hundred Dollars ($536,600.00);

      (d)   The  sum  of Three Hundred Twenty-One  Thousand  Nine
Hundred Sixty Dollars ($321,960.00) shall be payable in the  form
of  the  common  stock  of Purchaser.  The number  of  shares  of
Purchaser's stock to be issued to Seller No. 2 under this Section
shall be determined by dividing $321,960.00 by the average of the
closing  price  for  Purchaser's stock  on  the  over-the-counter
market  for the twenty (20) previous business days preceding  the
closing  date.   Incident to the issuance of such shares,  Seller
No.   2   shall   execute  such  documentation  containing   such
representations  concerning the holding  of  Purchaser's  shares,
including that Seller No. 2 is able to bear the economic risk  of
holding  the  shares  to be delivered hereunder  for  the  period
required  by  applicable  federal securities  laws  because  such
shares will not have been registered under the Securities Act  of
1933  and  therefore cannot be sold unless they are  subsequently
registered  under  the Act or an exemption from  registration  is
available.   The  form of the documentation  to  be  executed  by
Seller No. 2 incident to the issuance of these shares is attached
hereto  as Exhibit I.  In the event the base period price of  the
Purchaser's common stock is greater than $27.00 per share  or  is
less  than $17.00 per share, the parties agree to engage in  good
faith negotiations to renegotiate the economics of this aspect of
the transaction on the Closing Date.

      (e)   The  remaining sum of Eight Hundred One Thousand  Two
Hundred Forty Dollars ($801,240.00) shall be payable pursuant  to
the  terms  of Purchaser's promissory note.  The note shall  bear
interest at the prime rate of Star Bank, N.A. as of the  date  of
closing.  The principal of the note shall be payable in three (3)
equal installments with the first principal payment commencing on
the first annual anniversary of the closing and the remaining two
(2)  principal  payments  being due on the  next  two  successive
annual  anniversary  dates.  Interest  on  the  unpaid  principal
balance  of the note shall be paid quarterly.  Such note and  all
obligations of Purchaser thereunder will be subordinated and made
junior  in  right  of payment to the extent  and  in  the  manner
provided in a Subordination Agreement to be executed between Star
Bank,  N.A. and Purchaser and Seller No. 2.  A copy of said  note
is  attached hereto as Exhibit J.  Such note shall be subordinate
to  Purchaser's  lender pursuant to the terms of a  Subordination
Agreement in the form attached hereto as Exhibit K.

4.3  Allocation of Purchase Price.

     The Purchase Price to be paid to Seller No. 1 and Seller No.
2  hereunder,  including  the  liabilities  assumed  or  paid  by
Purchaser  pursuant  to Section 3.1, shall be  allocated  as  set
forth on Exhibit L attached hereto.  Seller No. 1, Seller No.  2,
Shareholder and Purchaser agree that each shall act in  a  manner
consistent  with  such allocation in (a) filing Internal  Revenue
Form  8594; and (b) in paying sales and other transfer  taxes  in
connection with the purchase and sale of assets pursuant to  this
Agreement.

                             E-52
<PAGE>

4.4  Potential Adjustment to Purchase Price.

      If  the earnings before interest and taxes ("EBIT") of  the
Purchaser's Indiana Division during July 24, 1997 through January
5, 1998, during the fiscal years 1998 or 1999 or during the first
seven  months  twenty-three days of the  year  2000  exceed  Five
Hundred  Thirty-six  Thousand Six Hundred  Dollars  ($536,600.00)
("EBIT   Threshold")  (prorated  to  $235,221.92  in   1997   and
$301,378.08  in  2000  based on the date of  Closing),  Purchaser
shall  pay  Seller  No. 2 cash, by bank check  or  wiring  within
ninety (90) days following the end of the fiscal year, except for
the period ending July 23, 2000, which such payment shall be made
within  sixty  (60)  days of the expiration of  such  period,  an
amount  equal  to fifty percent (50%) of the EBIT of  Purchaser's
Indiana  Division  in  excess  of  the  EBIT  Threshold  for  the
applicable  year  or  portion thereof, subject  to  a  cumulative
limitation   of   One  Million  Five  Hundred  Thousand   Dollars
($1,500,000.00) during such aggregate period.  Such cash  payment
by the Purchaser shall be additional Purchase Price which will be
added to the good will allocation of the Purchase Price.  For the
year   1997,  in  making  the  determination  of  EBIT  for   the
Purchaser's  Indiana Division, a 1.5% MAS royalty  fee  on  gross
sales  by the Purchaser's Indiana Division shall be made incident
to  said  determination.  A MAS royalty fee is a fee  charged  to
each branch of the Purchaser for the following services performed
by    the    Purchaser's   corporate   headquarters:   marketing,
advertising, professional, accounting and other related expenses.
For  each  subsequent year described above in this paragraph  for
which  the  Purchaser may be required to pay additional  Purchase
Price, the parties shall, in good faith, agree upon a MAS royalty
fee  to  be charged hereunder based on the level of services  and
support  being provided by the Purchaser to its Indiana Division.
Provided,  however, such MAS royalty fee shall  be  1.5%  if  the
parties  are  unable to come to an agreement for each  subsequent
year.   For purposes of this Section, the term "Indiana Division"
shall include, but not be limited to, the business acquired  from
Seller No. 1 and Seller 2 together with the business conducted in
Indiana  by  the  Purchaser  on the date  of  the  Closing.   The
Purchaser agrees to conduct the business of the Indiana  Division
in the ordinary course generally consistent with past practice.

     For purposes of this Section, the term "EBIT" shall mean the
net  income  before  taxes  and before interest  expense  of  the
Purchaser's  Indiana Division (and before amortization  or  other
deduction  of  the payments to be made pursuant to  this  Section
4.4)  during the applicable period.  The EBIT shall be determined
by the independent accountant regularly retained by the Purchaser
in  the  manner  set  forth  above in accordance  with  generally
accepted  accounting  principles,  subject  to  verification   as
described  below.  For purposes of determining the EBIT  for  any
particular  year,  except as noted above, no item  of  income  or
expense will be allocated by the Purchaser to Purchaser's Indiana
Division   unless  such  items  are  reasonably   calculated   to
contribute  to the increase profits of such Indiana Division,  it
being the intent of the parties that the Purchaser shall exercise
the  utmost good faith with respect to allocations of income  and
expense  to  Purchaser's  Indiana  Division.   Incident  to   the
determination  of  EBIT  of  Purchaser's  Indiana  Division,   no
compensation  of any executive or other employee of Purchaser  or
its  affiliates who do not work directly for Purchaser's  Indiana
Division  shall be allocated to such division.  Any payment  made
to Seller No. 2 pursuant to this Section 4.4 shall not be charged
against the EBIT for any year.

      Within  forty-five (45) days after the end of each calendar
year or period described herein, Purchaser will deliver to Seller

                             E-53
<PAGE>

No.  2  a  copy  of  the report of EBIT prepared  by  Purchaser's
certified  public accountants for the subject period  along  with
any  supporting documentation reasonably requested by Seller  No.
2.  Within thirty (30) days following delivery to Seller No. 2 of
such  report,  Seller No. 2 shall have the  right  to  object  in
writing  to  the  results  contained in such  determination.   If
timely  objection  is  not  made by the  Seller  No.  2  to  such
determination, such determination shall become final and  binding
for  purposes of this Agreement.  If timely objection is made  by
Seller No. 2 to Purchaser and Seller No. 2 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 Seller No.  2
to Purchaser and Seller No. 2 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  matters pertaining to the report shall be submitted  to
and  reviewed by an arbitrator (the "Arbitrator") which shall  be
an  independent accounting firm selected by Purchaser and  Seller
No.  2.   If  Purchaser  and Seller No. 2  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 accounting firm, such newly selected firm
to  serve as the Arbitrator.  The Arbitrator shall consider  only
the  disputed matters pertaining to the determination  and  shall
act  promptly  to resolve all disputed matters, and its  decision
with  respect to all disputed matters shall be final and  binding
upon  Seller  No.  2 and Purchaser.  Expenses of the  Arbitration
(including  reasonable  attorney and accounting  fees)  shall  be
borne  equally  by  Seller  No.  2  and  Purchaser,  unless   the
Arbitrator  determines that the determination of EBIT is  greater
by   Fifty  Thousand  Dollars  ($50,000.00)  or  more  than   the
determination made by Purchaser's accounting firm, in which  case
the expense of the arbitration (including reasonable attorney and
accounting fees) shall be borne by the Purchaser.

4.5  Certain Closing Expenses.

      Seller No. 1 and Seller No. 2 shall be liable for and shall
pay   all  federal,  state  and  local  sales  taxes  (if   any),
documentary  stamp  taxes, and all other duties,  or  other  like
charges  properly payable by Seller No. 1 and Seller No.  2  upon
and  in  connection with the conveyance and transfer of Purchased
Assets  No.  1  and Purchased Assets No. 2 by Seller  No.  1  and
Seller No. 2, respectively, to Purchaser.


                               5.
                      EMPLOYMENT AGREEMENT

5.1  Employment Agreement of Shareholder.

      At  Closing,  Purchaser  shall  enter  into  an  Employment
Agreement  with Shareholder.  A Copy of said Employment Agreement
is  attached hereto and made a part hereof as Exhibit M.

                               6.
        REPRESENTATIONS AND WARRANTIES OF SELLER NO. 1,
                SELLER NO. 2 AND THE SHAREHOLDER

      Except  as  set  forth in the Disclosure Schedule  attached
hereto,  Seller No. 1, Seller No. 2 and Shareholder, jointly  and
severally, represent and warrant to Purchaser that the  following

                             E-54
<PAGE>

statements are true and correct as of the date hereof  and  shall
remain true and correct as of the Closing as if made again at and
as of that time:

6.1   Organization,  Good Standing, Qualification  and  Power  of
Seller No. 1 and Seller No. 2.

      Seller  No.  1  and  Seller No.  2  are  corporations  duly
organized  and  validly existing under the laws of the  State  of
Indiana and have the corporate power and authority to own,  lease
and  operate Purchased Assets No. 1 and Purchased Assets  No.  2,
respectively,  and  to  conduct the  Businesses  currently  being
conducted  by  them.   Seller No. 1 and  Seller  No.  2  have  no
subsidiaries.   The  Disclosure  Schedule  correctly  lists  with
respect  to  Seller No. 1 and Seller No. 2, each jurisdiction  in
which it is qualified to do business as a foreign corporation.

6.2  Capitalization.

     The authorized capitalization of Seller No. 1 and Seller No.
2  consists of 1,000 and 1,000 shares of no par common stock,  of
which  100  shares of each corporation representing  one  hundred
percent  (100%)  of  the  issued stock  are  currently  owned  by
Shareholder  and are fully paid and nonassessable  and  have  not
been  issued in violation of the preemptive rights of any person.
Neither  Seller No. 1 nor Seller No. 2 is obligated to  issue  or
acquire  any  of  its  respective  securities,  nor  has   either
corporation granted options or any similar rights with respect to
any of its securities.

6.3  Authority to Make Agreement.

      Except  as otherwise provided herein, Seller No. 1,  Seller
No.  2 and Shareholder have the full power and authority to enter
into,  execute, deliver and perform their respective  obligations
under  this  Agreement  and  each of  the  other  agreements  and
instruments to be executed and delivered incident hereto  ("Other
Seller   Documents").   This  Agreement  and  the  Other   Seller
Documents  have been duly and validly executed and  delivered  by
Seller  No.  1, Seller No. 2 and Shareholder, as applicable,  and
are the legal and binding obligation of each of them, enforceable
in  accordance with their respective terms, subject to principles
of  equity, bankruptcy laws, and laws affecting creditors' rights
generally.   Seller  No.  1  and Seller  No.  2  have  taken  all
necessary action (including action of their  respective Boards of
Directors and Shareholder) to authorize and approve the execution
and  delivery  of this Agreement and the Other Seller  Documents,
the   performance   of   its  obligations  thereunder   and   the
consummation of the transactions contemplated thereby.

6.4  Existing Agreements, Governmental Approvals and Permits.

      (a)   Except  as otherwise provided herein, the  execution,
delivery  and performance of this Agreement and the Other  Seller
Documents  by Seller No. 1 and Seller No. 2, the sale,  transfer,
conveyance, assignment and delivery of Purchased Assets No. 1 and
Purchased  Assets  No.  2 to Purchaser as  contemplated  in  this
Agreement,   and  the  consummation  of  the  other  transactions
contemplated thereby:  (i) do not violate any provisions of  law,
statute,  ordinance or regulation applicable  to  Seller  No.  1,
Seller  No. 2, Shareholder, Purchased Assets No. 1 or   Purchased
Assets  No. 2; (ii) (except for Seller No. 1's and/or Seller  No.
2's  secured creditors, which consent(s) shall be obtained  prior
to  Closing  and except for the Government Contracts  (as  herein
defined))  will  not conflict with, or result in  the  breach  or
termination  of any provision of, or constitute a  default  under

                             E-55
<PAGE>

(in each case whether with or without the giving of notice or the
lapse of time or both) the Articles of Incorporation or Bylaws of
Seller  No. 1 or Seller No. 2 or any indenture, mortgage,  lease,
deed of trust, or other instrument, contract or agreement or  any
license,  permit,  approval, authority, or any  order,  judgment,
arbitration award, or decree to which Seller No. 1 or Seller  No.
2  or  the  Shareholder is a party or by which Seller  No.  1  or
Seller  No.  2  or  the Shareholder or any of  their  assets  and
properties  are  bound (including, without limitation,  Purchased
Assets  No. 1 and/or Purchased Assets No. 2), and (iii) will  not
result  in  the  creation  of any encumbrance  upon  any  of  the
properties, assets, or Business of Seller No. 1 or Seller  No.  2
or  of the Shareholder .  Neither Seller No. 1,  Seller No. 2, or
the   Shareholder,  nor  any  of  their  assets   or   properties
(including,  without limitation, Purchased Assets  No.  1  and/or
Purchased  Assets  No.  2) is subject to  any  provision  of  any
mortgage,   lease,  contract,  agreement,  instrument,   license,
permit,  approval, authority, order, judgment, arbitration  award
or  decree, or to any law, rule, ordinance, or regulation, or any
other  restriction of any kind or character, which would  prevent
Seller  No.  1  or Seller No. 2 or the Shareholder from  entering
into  this Agreement or any of the Other Seller Documents or from
(except   for   the   Government  Contracts)   consummating   the
transactions contemplated thereby.

     (b)  Except for the Government Contracts, neither Seller No.
1,  Seller No. 2 nor the Shareholder is a party to, subject to or
bound  by any agreement, judgment, award, order, writ, injunction
or  decree  of  any court, governmental body or arbitrator  which
would  prevent  the use by Purchaser of Purchased  Assets  No.  1
and/or   Purchased  Assets  No.  2  in  accordance  with  present
practices  of Seller No. 1 and/or Seller No. 2 after the  Closing
Date  or  which, by operation of law, or pursuant to  its  terms,
would  be breached, terminate, lapse or be subject to termination
or  default  under (in each case whether with or without  notice,
the  passage  of  time  or  both) upon the  consummation  of  the
transactions contemplated in this Agreement.

      (c)   Except  for  the Government Contracts,  no  approval,
authority or consent of, or filing by Seller No. 1 or Seller  No.
2  with, or notification to, any foreign, federal, state or local
court, authority or governmental or regulatory body or agency  or
any  person is necessary to authorize the execution and  delivery
of  this Agreement or the Other Seller Documents by Seller No.  1
or   Seller  No.  2  or  the  Shareholder,  the  sale,  transfer,
conveyance, assignment and delivery of Purchased Assets No. 1 and
Purchased Assets No. 2 to Purchaser, or the consummation  of  the
other  transactions contemplated thereby, or to continue the  use
and  operation of Purchased Assets No. 1 and Purchased Assets No.
2 by Purchaser after the Closing Date.

      (d)  Purchaser acknowledges that consents from the State of
Indiana   and   various  agencies  of  the   State   of   Indiana
(collectively, the State of Indiana and such agencies thereof may
be  referred to herein as the "State of Indiana") under contracts
between  the State of Indiana and Seller No. 1 and Seller  No.  2
(collectively,  the "Government Contracts") to the  transfer  and
assignment  of the Government Contracts to the Purchaser  may  be
required  by the Government Contracts, but that no such  consents
will  be solicited or obtained prior to Closing.  Notwithstanding
anything  expressed or implied to the contrary in this Agreement,
the  failure  of  Seller No. 1, Seller No. 2  or  Shareholder  to
secure the consent from the State of Indiana to the transfer  and
assignment  to  the Purchaser of any Government Contract  or  the
fact  that  such  consent may be required under  such  Government
Contract  shall  not be deemed to be and shall not  constitute  a

                             E-56
<PAGE>

breach  of  or  inaccuracy  in  any representation,  warranty  or
covenant made by Seller No. 1, Seller No. 2 or Shareholder  under
this  Agreement.  Notwithstanding the foregoing sentence,  Seller
No. 1, Seller No. 2 and Shareholder shall execute and deliver  to
Purchaser   such   reasonable  and  appropriate  instruments   of
conveyance  and transfer and take such other action as  Purchaser
may  reasonably request in order to more effectively  convey  and
transfer to Purchaser the Government Contracts or for aiding  and
assisting in collecting and reducing to possession and exercising
rights  with  respect thereto.  Seller No. 1, Seller  No.  2  and
Shareholder agree to use their best efforts after the Closing  to
obtain   and  deliver  to  Purchaser  such  consents,  approvals,
assurances and statements from the State of Indiana as  Purchaser
may  reasonably  require  in  a form reasonably  satisfactory  to
Purchaser.

6.5  Financial Statements.

           Copies of the Financial Statements are attached to the
Disclosure  Schedule.   Each  of the  Financial  Statements  were
prepared   in  accordance  with  generally  accepted   accounting
principles  applied on a consistent basis throughout the  periods
indicated  (except  as  noted on such Financial  Statements)  and
fairly  present in all material respects the financial  condition
of  Seller  No.  1  and Seller No. 2 as of the  respective  dates
thereof and the results of its operation and changes in financial
position for the respective periods then ended; provided however,
that  (a)  the  Financial  Statements lack  footnotes  and  other
presentation  items,  (b)  all interim financial  statements  are
subject   to   normal  year-end  adjustments  (which   will   not
individually or in the aggregate be material) and (c) any service
contract    representing   less  than   Five   Thousand   Dollars
($5,000.00) on an annual basis has been taken into income and has
not been accrued for as an accrued service contract liability  or
otherwise.   Seller  No. 1 and Seller No. 2  represent  that  the
total  of service contracts for which an accrued service contract
liability  has  not been accrued does not exceed  an  average  of
$25,000.00 per month in the aggregate.

6.6  Customers.

      The  Disclosure  Schedule includes a correct  list  of  the
twenty-five (25) largest customers of Seller No. 1 and Seller No.
2  by  sales  in  dollars for the past year  and  the  amount  of
business  done  by Seller No. 1 and Seller No. 2 with  each  such
customer  for  such year.  Assuming that Purchaser  continues  to
conduct  the  Business  in the ordinary  course  consistent  with
Seller  No. 1's and Seller No. 2's prior practices generally  and
specifically  with respect to Seller No. 1's and Seller  No.  2's
current  customers, Shareholder has no actual knowledge that  any
of  the current customers of Seller No. 1 or Seller No. 2 will or
intend  to  (a) cease doing business with Seller No. 1 or  Seller
No.  2;  or (b) materially alter the amount of business they  are
presently doing with Seller No. 1 or Seller No. 2; or (c) not  do
business with the Purchaser after the Closing.

6.7  Intangible Property.

      The  Disclosure  Schedule includes  an  accurate  list  and
summary description of all patents, franchises, distributorships,
registered  copyrights,  registered and unregistered  trademarks,
trade  names and service marks, licenses, brand names and company
lists  and  all  applications for the foregoing, presently  owned
and/or  held  (as a licensee or otherwise) by Seller  No.  1  and
Seller  No.  2.   Neither Seller No. 1 nor  Seller  No.  2  is  a
licensor  in  respect to any patents, trade secrets,  inventions,

                             E-57
<PAGE>

shop  rights,  know-how, trademarks, trade names, copyrights,  or
applications  therefor.   All of the above-mentioned  intangibles
used  in  Seller No. 1's or Seller No. 2's Business are the  sole
property of such party, do not require the consent of or  consent
to  any  other  person  as  a  condition  to  their  use  or  the
transaction  provided  for herein and do not  infringe  upon  the
rights of others.

6.8  Significant Agreements.

      The  Disclosure Schedule contains an accurate and  complete
list  of  all  contracts, agreements, licenses,  instruments  and
understandings (whether or not in writing) to which either Seller
No. 1 or Seller No. 2 is a party or is bound:

      (a)   Providing  for  payments of more  than  Ten  Thousand
($10,000.00) per year;

     (b)  Limiting the ability of Seller No. 1 or Seller No. 2 to
conduct  its  Business  or  any other business  or  to  otherwise
compete  in its or any other business, including as to manner  or
place;

     (c)  With any Affiliate of Seller No. 1 or Seller No. 2;

       (d)   With  any  labor  union  or  employees'  association
connected with the Business of Seller No. 1 or Seller No. 2;

      (e)   Which  are  leases or subleases with respect  to  any
property,  real,  personal or mixed, in which  Seller  No.  1  or
Seller No. 2 is involved, as lessor or lessee; and

      (f)   Any employment agreement with any employee which does
not provide for termination at will by Seller No. 1 or Seller No.
2  without further costs or other liability to Seller  No.  1  or
Seller No. 2 as of or at any time after the Closing.

      True  and correct copies of all items so disclosed  in  the
Disclosure  Schedule  have been provided  or  made  available  to
Purchaser.  Each of such items listed, or required to be  listed,
is  a  valid  and  binding  obligation  of  the  parties  thereto
enforceable  in accordance with its terms, subject to  principles
of  equity, bankruptcy laws, and laws affecting creditors' rights
generally, and there have been no material defaults or claims  of
material  default by Seller No. 1 and Seller No. 2 and there  are
no facts or conditions that have occurred or that are anticipated
to  occur  which, through the passage of time or  the  giving  of
notice,  or both, would constitute a default by Seller No.  1  or
Seller  No.  2, or would cause the acceleration of any obligation
of  any party thereto or the creation of an Encumbrance upon  any
asset  of  Seller No. 1 or Seller No. 2.  There are  no  material
oral   contracts,  agreements  or  understandings  made  by   the
Shareholder, whether or not binding, material to Seller No. 1  or
Seller  No.  2,  except  such  as  have  been  disclosed  in  the
Disclosure Schedule and for which an accurate summary description
has been provided.

6.9  Inventory.

      Exhibit A contains a copy of Seller No. 1's inventory as of
July 23, 1997.  No item included in the Inventory of Seller No. 1
is held by Seller No. 1 on consignment from others.

6.10 Taxes.

      Except as to taxes not yet due and payable, and except  for

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taxes the payment of which is being diligently contested in  good
faith  and by proper proceedings and for which adequate  reserves
have  been  established  in accordance  with  generally  accepted
accounting  principles, Seller No. 1 and Seller No. 2 have  filed
all  returns and reports that are now required to be filed by  it
in  connection  with  any federal, state or local  tax,  duty  or
charge  levied,  assessed or imposed upon it,  or  its  property,
including  unemployment, social security and similar  taxes;  and
all  of such taxes have been either paid or adequate reserves  or
other provision has been made therefor.

6.11 Title to Purchased Assets No. 1 and Purchased Assets No. 2.

      Except  as otherwise provided herein, with respect  to  all
Purchased Assets No. 1  and Purchased Assets No. 2 sold,  at  the
Closing,  Seller  No.  1 and Seller No. 2  shall  have  good  and
marketable  title to the respective Purchased Assets  No.  1  and
Purchased  Assets  No. 2 being acquired by  Purchaser,  free  and
clear of all liens, security interests, encumbrances, leases  and
charges  whatsoever; immediately after the transfer  of  all  the
Purchased Assets No. 1 and Purchased Assets No. 2 being  acquired
by  Purchaser from Seller No. 1 and Seller No. 2, Purchaser  will
own all of said Purchased Assets No. 1 and Purchased Assets No. 2
free  and clear of all leases, liens and encumbrances and charges
whatsoever,  whether  perfected or unperfected,  other  than  the
Assumed Liabilities.

6.12 Pending Actions.

      Neither Seller No. 1 nor Seller No. 2 have been served with
or  received  notice of any actions, suits, arbitrations,  IOSHA,
EPA or other governmental violations, or any other proceedings or
investigations,  either  administrative  or  judicial,   strikes,
lockouts  or NLRB charges or complaints ("Actions and Disputes").
To the best of Seller No. 1's and Seller No. 2's knowledge, there
are  no  Actions  or  Disputes pending or threatened  against  or
affecting (directly or indirectly) Seller No. 1 or Seller  No.  2
or their property or assets.

6.13 Insurance.

      The  Disclosure Schedule contains an accurate and  complete
listing  (showing  type of insurance, amount, insurance  company,
annual  premium and special exclusions) of all policies of  fire,
liability,  worker's compensation and other  forms  of  insurance
owned or held by Seller No. 1 or Seller No. 1.  All such policies
are  in full force and effect; are sufficient for compliance with
all requirements of law and of all agreements to which Seller No.
1  or  Seller  No.  2  is  a  party; are valid,  outstanding  and
enforceable policies; provide adequate insurance coverage for the
assets  and operations of Seller No. 1 and Seller No. 2 and  will
remain  in full force and effect through the Closing.  There  are
no  outstanding requirements or recommendations by any  insurance
company  that  issued  a  policy  with  respect  to  any  of  the
properties  and assets of Seller No. 1 and Seller No.  2  by  any
Board  of  Fire  Underwriters or other  body  exercising  similar
functions or by any Governmental Entity requiring or recommending
any repairs or other work to be done on or with respect to any of
the  properties  and assets of Seller No. 1 or Seller  No.  2  or
requiring  or  recommending any equipment  or  facilities  to  be
installed  on  or  in connection with any of  the  properties  or
assets of Seller No. 1 or Seller No. 2.

6.14 Status of Business.

      (a)  Since March 31, 1997, the Business of Seller No. 1 and

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Seller  No. 2 has been operated only in the ordinary course  and,
except  as  set forth in the Disclosure Schedule, there  has  not
been with respect to the Business:

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

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

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

       (iv)      Any  waiver  or release of any material  rights,
except for rights of nominal value;

        (v)      Any  cancellation or compromise of any  material
debts  owed  to  Seller No. 1 or Seller No. 2 or material  claims
known  by Seller No. 1 or Seller No. 2 against another person  or
entity, except in the ordinary course of business;

       (vi)      Any  damage or destruction to  or  loss  of  any
physical assets or property of Seller No. 1 or Seller No. 2 which
materially  adversely  affects  the  Business  or  any   of   the
properties  of  Seller  No. 1 or Seller No.  2  (whether  or  not
covered by insurance);

      (vii)     Any material changes in the accounting practices,
depreciation or amortization  policy or rates theretofore adopted
by  Seller No. 1 or Seller No. 2, or any material revaluation  or
write-up or write-down of any of its assets;

      (viii)     Any  direct or indirect redemption, purchase  or
other  acquisition for value by Seller No. 1 or Seller No.  2  of
its respective shares, or any agreement to do so;

       (ix)      Any material increase in the compensation levels
or in the method of determining the compensation of any of Seller
No.  1's  or  Seller  No.  2's  officers,  directors,  agents  or
employees,  or any bonus payment or similar arrangement  with  or
for  the  benefit  of any such person, any increase  in  benefits
expense  to  Seller No. 1 or Seller No. 2, any payments  made  or
declared  into  any profit-sharing, pension, or other  retirement
plan  for the benefit of employees of Seller No. 1 or Seller  No.
2, except in the ordinary course of business;

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

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

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

      (xiii)     Any  dividend  or other distribution  on  or  in

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<PAGE>

respect of shares of its capital stock.

     (b)Seller  No. 1 and Seller No. 2 are not

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

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

      Seller  No. 1 and Seller No. 2 have all permits,  licenses,
orders, approvals, authorizations, concessions and franchises  of
any  federal, state or local governmental or regulatory body that
are  material  to  or necessary in the conduct of  the  Business,
except  where  failure  to  have  such  permit,  license,  order,
approval, authorization, concession or franchise does not have  a
materially  adverse effect on the Business.   All  such  permits,
licenses, orders, approvals, concessions and franchises  are  set
forth on the Disclosure Schedule and are in full force and effect
and  there  is no proceeding, or to the best knowledge of  Seller
No. 1 or Seller No. 2, threatened to revoke or limit any of them.

     (c)No claim, litigation, action or proceeding is pending or,
to the knowledge of Seller No. 1 or Seller No. 2, threatened, and
no  order,  injunction  or  decree  is  outstanding,  against  or
relating to the Business or its assets.

      (d)To  the  best  of  Seller No. 1's  and  Seller  No.  2's
knowledge,  Seller No. 1 and Seller No. 2 are in compliance  with
all  federal,  state and local laws, ordinances  and  regulations
relating  to employment and employment practices at the Business,
and  all  employee  benefit  plans  and  tax  laws  relating   to
employment  at  the  Business, except where  such  non-compliance
would  not  have  a  materially adverse effect on  the  Business.
There is no unfair labor practice complaint against Seller No.  1
or  Seller  No.  2  relating to the Business pending  before  the
National Labor Relations Board or similar agency or body and,  to
the  best  of  Seller No. 1's and Seller No. 2's   knowledge,  no
condition  exists  that  could give  rise  to  any  unfair  labor
practice  complaint.  There is no labor strike, dispute, slowdown
or  stoppage actually pending or, to the best knowledge of Seller
No.  1  or  Seller  No. 2, threatened against  or  involving  the
Business.

6.15 Environmental Laws.

      (a)   To  the  best of Seller No. 1's and  Seller  No.  2's
knowledge,  the  real  estate located  at  3144  North  Shadeland
Avenue, Indianapolis, Indiana 46226 has not been used or operated
in  any  fashion involving producing, handling and  disposing  of
chemicals,  toxic substances, wastes and effluent  materials,  x-
rays  or other materials or devices in material violation of  any
laws, rules, regulations or orders, and to the best of Seller No.
1's  and Seller No. 2's knowledge, the Real Estate is in material
compliance with applicable laws, regulations, ordinances, decrees
and  orders  arising  under or relating to  health,  safety,  and
environmental laws and regulations, including without  limitation
the Federal Occupation and Safety Health Act, 29 U.S.C. 651,  et
seq.; Federal Resource Conservation and Recovery Act ("RCRA"), 42
U.S.C.   6901,  et  seq.;  Federal  Comprehensive  Environmental
Response,  Compensation and Liability Act ("CERCLA"),  42  U.S.C.
9601,  et  seq.; the Federal Clean Air Act, 42 U.S.C. 2401,  et
seq.; the Federal Clean Water Act, 33 U.S.C. 1251, et seq.;  and

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<PAGE>

all  state and local laws that correspond therewith or supplement
such laws.

      (b)   To  the  best of Seller No. 1's and  Seller  No.  2's
knowledge, the Real Estate has not been operated, in violation of
any  laws,  rules,  regulations or orders, so as  to  involve  or
create any surface impoundments, incinerators, land fills,  waste
storage tanks, waste piles, or deep well injection systems or for
the  purpose  of  storage, treatment or disposal of  a  hazardous
waste  as  defined by RCRA or hazardous substance,  pollutant  or
contaminate as defined by CERCLA and, to the best of  Seller  No.
1's  and  Seller  No. 2's knowledge, no acts have been  committed
that  would  make the Real Estate or any part thereof subject  to
remedial  action under RCRA or CERCLA or corresponding  state  or
local laws.

      (c)   To  the  best of Seller No. 1's and  Seller  No.  2's
knowledge, there have not been, are not now and as of the Closing
Date,  there  will be no solid waste, hazardous waste,  hazardous
substance,  toxic  substance,  toxic  chemicals,  pollutants   or
contaminants,  underground storage tanks,  purposeful  dumps,  or
accidental spills in, on or about the Real Estate or any  of  the
assets of Seller No. 1 or Seller No. 2, whether real or personal,
owned  or leased, or stored on any real property owned or  leased
by Seller  No. 1 or Seller No. 2.

      (d)   Neither Seller No. 1 nor Seller No. 2 is engaged  in,
and  to  the best of Seller No. 1's and Seller No. 2's knowledge,
is  not threatened with any litigation, or governmental or  other
proceeding  which  may give rise to any claim  against  the  Real
Estate.

      (e)   The  Disclosure Schedule will list all waste disposal
sites,  dump sites and other areas either on the Real  Estate  or
offsite at which hazardous or toxic waste generated by Seller No.
1  or  Seller  No. 2 has been disposed (in each case  identifying
such  waste) and it will specifically identify each such site  or
area  which  is  or  has been included in any published  federal,
state  or local (domestic or foreign) superfund or other list  of
hazardous or toxic waste sites or areas.

      (f)   To  the  best of Seller No. 1's and  Seller  No.  2's
knowledge,  Seller  No.  1 and Seller No.  2  have  obtained  all
permits,  and licenses and other authorizations required  by  all
environmental laws; and all of such permits, licenses  and  other
authorizations  are  in  full force and effect  as  of  the  date
hereof.   A  true and correct list of all such permits,  licenses
and other authorizations is set forth in the Disclosure Schedule.

6.16 Certain Employees

      (a)   Each  of  the following is included in  the  list  of
agreements  set forth in the Disclosure Schedule:  all collective
bargaining  agreements,  employment  and  consulting  agreements,
bonus  plans, deferred compensation plans, employee pension plans
or  retirement  plans,  employee profit-sharing  plans,  employee
stock purchase and stock option plans, hospitalization insurance,
and  other plans and arrangements providing for employee benefits
of employees of Seller No. 1 and Seller No. 2.

      (b)  The Disclosures Schedule contains a true, complete and
accurate  list  of  the  following:  the  names,  positions,  and
compensation of the present employees of Seller No. 1 and  Seller
No. 2, together with a statement of the annual salary payable  to
salaried  employees and a summary of the bonuses and  description
of   agreements  for  additional  compensation  and  other   like

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<PAGE>

benefits, if any, paid or payable to such persons for the  period
set  forth in the Disclosure Schedule.  Except as listed  in  the
Disclosure Schedule, to the best of Seller No. 1's and Seller No.
2's knowledge, all employees of Seller No. 1 and Seller No. 2 are
employees-at-will.

      (c)   Seller   No.  1  and Seller No.  2  have  no  retired
employees  who  are  receiving or are  entitled  to  receive  any
payments,  health or other benefits from Seller No. 1 and  Seller
No. 2.

6.17 Payments to Employees.

      All  accrued obligations of Seller  No. 1 and Seller No.  2
relating  to employees and agents of Seller No. 1 and Seller  No.
2,  whether arising by operation of law, by contract, or by  past
service,  for  payments  to  trusts or  other  funds  or  to  any
governmental agency, or to any individual employee or  agent  (or
his  heirs,  legatees, or legal representatives) with respect  to
unemployment compensation benefits, profit sharing or  retirement
benefits,  or social security benefits have been paid or  accrued
by  Seller No. 1 and Seller No. 2.  Except as otherwise  provided
herein,  all obligations of Seller No. 1 and Seller No. 2  as  an
employer  or  principal relating to employees or agents,  whether
arising  by  operation of law, by contract, or by past  practice,
for  vacation  and  holiday  pay, bonuses,  and  other  forms  of
compensation which are or may become payable to such employees or
agents, have been paid or will be paid or accrued by Seller No. 1
and Seller No. 2.

6.18 Change of Corporate Name.

     At the Closing, Seller No. 1, if requested by Purchaser will
adopt  and  file  with  the Secretary  of  State  of  Indiana  an
amendment  to  the  Articles of Incorporation  of  Seller  No.  1
changing  the  name  of  Seller No. 1  to  a  name  substantially
dissimilar  to   "Microcare, Inc." and Seller No.  1  shall  also
execute  a Consent for Use of Similar Name form, as set forth  in
the Disclosure Schedule granting to Purchaser the use of the name
"Microcare,  Inc."  In addition, Seller No. 2,  if  requested  by
Purchaser,  will adopt and file with the Secretary  of  State  of
Indiana  an amendment to the Articles of Incorporation of  Seller
No.  2  changing the name of Seller No. 2 to a name substantially
dissimilar to "Microcare Computer Services, Inc." and Seller  No.
2  shall also execute a Consent for Use of Similar Name form,  as
set  forth  in the Disclosure Schedule granting to Purchaser  the
use of the name "Microcare Computer Services, Inc."

6.19 Brokers and Finders.

      Except  as set forth in the Disclosure Schedule, no broker,
finder or other person or entity acting in a similar capacity has
participated  on  behalf of Seller No.  1  or  Seller  No.  2  in
bringing  about the transaction herein contemplated, or  rendered
any  service  with  respect thereto or been in any  way  involved
therewith.

6.20 Preservation of Organization.

      Except as set forth on the Disclosure Schedule, since March
31,  1997,  Seller No. 1 and Seller No. 2 have  kept  intact  the
Business  and  organization of Seller No. 1  and  Seller  No.  2;
retained  the services of all Seller No. 1's and Seller  No.  2's
material employees and agents, retained Seller No 1's and  Seller
No.  2's  arrangements  with the manufacturers  of  the  products
distributed  by Seller No. 1 and Seller No. 2 in the same  manner

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as  conducted  prior to such date, and engaged in no  transaction
other than in the ordinary course of Seller No. 1's or Seller No.
2's Business.

6.21 Absence of Certain Payments.

      To  the best of Seller No 1's and Seller No. 2's knowledge,
neither Seller No. 1 nor Seller No. 2, nor any director, officer,
agent,  Affiliate,  employee or other person associated  with  or
acting  on  behalf of any of them, have used any corporate  funds
for   unlawful  contributions,  gifts,  entertainment  or   other
unlawful  expenses relating to political activity,  or  made  any
direct  or  indirect  unlawful payments to  foreign  or  domestic
government officials or employees from corporate funds,  or  made
or  received any payment, whether direct or indirect, to or  from
any  supplier or customer of Seller No. 1 or Seller  No.  2,  for
purposes  other  than the satisfaction of lawful obligations,  or
established or maintained any unlawful or unrecorded funds.

6.22 Suppliers.

      The  Disclosure  Statement sets  forth  the  names  of  and
description  of contractual arrangements (whether or not  binding
or  in  writing) with the twenty-five (25) largest  suppliers  of
Seller  No.  1 and Seller No. 2 by sales or services in  dollars.
Assuming that Purchaser continues to conduct the Business in  the
ordinary course consistent with Seller No. 1's and Seller No. 2's
prior practices generally and specifically with respect to Seller
No.  1's and Seller No. 2's current suppliers, neither Seller No.
1  nor  Seller  No. 2 has any actual knowledge that  any  of  the
current suppliers of Seller No. 1 or Seller No. 2 will, or intend
to,  (a) cease doing business with Seller No. 1 or Seller No.  2;
or (b) materially alter the amount of business they are currently
doing  with Seller No. 1 or Seller No. 2; or (c) not do  business
with the Purchaser after the Closing.

6.23 Product Liability Claims.

      To the best of Seller No. 1's and Seller No. 2's knowledge,
there are no material product liability claims against Seller No.
1  or  Seller No. 2, either potential or existing, which are  not
fully  covered  by product liability insurance  coverage  with  a
responsible company which, if determined adversely to Seller  No.
1  or  Seller  No. 2, would have a material adverse  effect  upon
Seller  No. 1's or Seller No. 2's Business.

6.24 Employee Benefit Plans.

      For  the purposes of this Section 6.24, "Seller No. 1"  and
"Seller  No.  2" shall include all persons who are members  of  a
controlled  group, a group of trades or businesses  under  common
control,  or an affiliated service group (within the meanings  of
Sections 414(b), (c) or (m) of the Code), of which Seller  No.  1
or Seller No. 2 is a member.

      (a)   The  Employee Benefit Plans presently  maintained  by
Seller  No. 1 and Seller No. 2 or to which Seller No. 1 or Seller
No.  2  has  contributed within the past six (6) years, including
any terminated or frozen plans which have not yet distributed all
plan  assets,  are   fully set forth in the Disclosure  Schedule.
For  purposes of this provision, the term "Employee Benefit Plan"
shall mean:

           (i)  A Welfare Benefit Plan as defined in Section 3(1)
of  the  Employee  Retirement Income Security  Act  of  1974,  as
amended  ("ERISA") established for the purpose of  providing  for

                             E-64
<PAGE>

its participants or their beneficiaries, through the purchase  of
insurance  or otherwise, medical, surgical, or hospital  care  or
benefits,  or  benefits  in  the  event  of  sickness,  accident,
disability, death or unemployment (including any plan or  program
of  severance pay), or vacation benefits, apprenticeship or other
training  programs,  or day care centers, scholarship  funds,  or
prepaid  legal  services,  or any benefit  described  in  Section
302(c) of the Labor Management Relations Act of 1947;

           (ii)  An  Employee Pension Benefit Plan as defined  in
Section 3(2) of ERISA established or maintained by Seller  No.  1
or Seller No. 2 for the purpose of providing retirement income to
employees  or for the purpose of providing deferral of income  by
employees  for  periods extending to the termination  of  covered
employment or beyond; and

           (iii)     Any other plan or arrangement not covered by
ERISA   but  which  provides  benefits  to  employees  or  former
employees  and  results in an accrued liability on  the  part  of
Seller  No. 1 or Seller No. 2 either by contract or by  operation
of law.

     (b)  With respect to any such Employee Benefit Plans, Seller
No. 1 and Seller No. 2 represent and warrant that, to the best of
Seller No. 1's and Seller No. 2's knowledge;

           (i)   Neither Seller No. 1 nor Seller No. 2 has,  with
respect  to any Employee Benefit Plans, engaged in any prohibited
transaction, as such term is defined in Section 4975 of the  Code
or Section 406 of ERISA.

           (ii)  Seller No. 1 and Seller No. 2 have, with respect
to  any  Employee Benefit Plans, complied with all reporting  and
disclosure requirements required by Title I, Subtitle B,  Part  1
of ERISA.

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

           (iv)  There  are no contributions due to any  Employee
Pension Benefit Plan for the most recent fiscal year of the plans
ending  prior to the date of this Agreement; and Seller  No.  1's
and Seller No. 2's Financial Statements reflect any liability  of
Seller  No.  1  or  Seller  No. 2 to make  contributions  to  the
Employee Pension Benefit Plans.

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

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

            (vii)       Except   for  claims  for   benefits   by
participants and beneficiaries in the normal course of events, to
the  best  of Seller No. 1's and Seller No. 2's knowledge,  there
are  no  claims,  pending or threatened,  by  any  individual  or
Governmental  Entity, which, if decided adversely, would  have  a
material  adverse  effect  upon the financial  condition  of  any

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<PAGE>

Employee  Benefit Plan, the plan administrator  of  any  Employee
Benefit Plan, or Seller No. 1 or Seller No. 2.

           (viii)     Seller  No 1 and Seller  No.  2  have  made
available for inspection all annual reports for Seller No. 1  and
Seller No. 2 filed on Internal Revenue Service ("IRS") Form  5500
or  5500C, all reports for Seller No. 1 and Seller No. 2 prepared
by  an  actuary for the last three plan years, the plan and trust
documents and the Summary Plan Description, as amended, for  each
Employee  Benefit  Plan  and  the  last  filed  PBGC1  Form   (if
applicable) for each Employee Benefit Plan, with respect  to  any
Employee  Benefit Plans other than multi-employer  plans  (within
the  meaning of Section 3(37) of ERISA), and other reports  filed
with the PBGC during the last three plan years.

          (ix) All Employee Pension Benefit Plans are intended to
be  qualified  retirements plans under the  Code.   The  IRS  has
issued, and Seller No. 1 and Seller No. 2 have made available for
inspection,  one  or  more favorable determination  letters  with
respect  to  the  qualification of all Employee  Pension  Benefit
Plans  stating  that from the inception of each such  plan,  such
plan has been qualified under Section 401(a) of the Code and each
trust  maintained in connection with such plan has  been  and  is
exempt  under Section 501(a) if the Code.  The time for  adoption
of  any  amendments required by changes in the  Code  since  such
determination letters were issued, or changes required by the IRS
as  a condition for continued qualification of such plans has not
expired,  or  did not expire without such amendments being  made.
Such  plans are now, and always have been, established in writing
and   maintained  and  operated  in  accordance  with  the   plan
documents, ERISA, the Code, and all other applicable laws.

          (x)  Seller No. 1 and Seller No. 2 have timely made any
contributions  they  are obligated to make to any  multi-employer
plan  within  the  meaning of Section 3(37)  of  ERISA.   Neither
Seller  No.  1  nor Seller No. 2 has any liability arising  as  a
result  of  withdrawal  from  any multi-employer  plan,  no  such
withdrawal  liability has been asserted and  no  such  withdrawal
liability  will  be  asserted with regard to  any  withdrawal  or
partial withdrawal on or before the date of this Agreement.

6.25 Full Disclosure.

      None  of the representations and warranties made by  Seller
No.  1 or Seller No. 2 herein, including any disclosures made  in
the Disclosure Schedule, contains or will contain, to the best of
Seller  No.  1's or Seller No. 2's actual knowledge,  any  untrue
statement of a material fact.


                               7.
          REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller No. 1,  Seller
No.  2 and Shareholder that the following statements are true and
correct  as of the date hereof and shall remain true and  correct
as of the Closing as if made again at and as of that time.

7.1  Organization, Good Standing and Power of Purchaser.

      (a)   Purchaser is a corporation duly incorporated, validly
existing  and  in good standing under the laws of  the  State  of
Delaware  and  has full corporate power and lawful  authority  to
execute,  deliver  and  perform this Agreement  and  conduct  the
Business of Seller No. 1 and Seller No. 2 currently conducted  by
Seller  No.  1  and Seller No. 2 in each of the jurisdictions  in

                             E-66
<PAGE>

which  Seller  No.  1  or  Seller No. 2  currently  conducts  its
Business,  which are the only jurisdictions where the failure  to
be  so qualified by Purchaser will have a material adverse effect
on the business prospects or financial condition of Purchaser.

7.2  Status of Agreements.

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

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

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

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

             (ii)     conflict  with, violate or  result  in  any
breach  of  any agreement or instrument to which Purchaser  is  a
party  or  by  which  Purchaser or any of Purchaser's  assets  or
properties is bound, or constitute a default thereunder  or  give
rise to a right of acceleration of an obligation of Purchaser; or

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

7.3  Brokers and Finders.

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

7.4  MD&A Update.

      Since  April  5,  1997, there has been no material  adverse
change  in  the  results of operations or financial condition  of
Purchaser, nor are there any trends, demands, commitments, events
or  uncertainties  known  to Purchaser  which  could  affect  the
Purchaser's liquidity, capital resources or results of operations
as  of  the  date hereof or as of the Closing (other  than  those
previously  disclosed by Purchaser in its periodic reports  filed

                             E-67
<PAGE>

with  the Securities and Exchange Commission) that would  require
discussion  in Management's Discussion and Analysis of  Financial
Condition   and  Results  of  Operations  ("MD&A")  prepared   in
accordance  with  Item 303 of Regulation S-K promulgated  by  the
Securities and Exchange Commission if such MD&A were required  to
be updated through the date hereof and through the Closing.

7.5  Shares.

      The shares of Common Stock of the Purchaser that are to  be
issued to Seller No. 2 pursuant to this Agreement have been  duly
authorized and, when issued in accordance with the terms of  this
Agreement, will be validly issued and outstanding, fully paid and
non-assessable.  Purchaser's common stock is properly listed  and
authorized for quotation on the NASDAQ National Market System.

7.6  Full Disclosure

     None of the representations and warranties made by Purchaser
herein,  contains  or  will contain, to the best  of  Purchaser's
knowledge, any untrue statement of a material fact.


                               8.
                          COMPETITION

8.1   As  an  inducement  for and in consideration  of  Purchaser
entering into this Agreement and based on the acknowledgement  by
Seller No. 1, Seller No. 2 and Shareholder that Seller No. 1  and
Seller  No.  2  and Shareholder as the sole Shareholder  of  such
corporations have received substantial consideration pursuant  to
this  Agreement, Seller No. 1, Seller No. 2 and Shareholder agree
to enter into  Covenant Not to Compete Agreements, in the form of
Exhibits "N", "N-1" and "N-2", respectively, attached hereto  and
made a part hereof.


                               9.
                       INTERIM OPERATIONS

9.1  Seller No. 1's and Seller No. 2's Covenants.

      From the date of the Pro Forma Balance Sheet to the Closing
Date  and except as set forth on the Disclosure Schedule,  Seller
No. 1 or Seller No. 2 shall not:

  (i)     change its articles of incorporation or bylaws or merge
or consolidate with or into any entity, or acquire control of any
entity, or obligate itself to do so;

 (ii)     issue or agree to issue any shares of the capital stock
of  Seller  No. 1 or Seller No. 2 or any stock options, warrants,
rights,  calls  or commitments of any character  calling  for  or
permitting  the  issue, transfer, sale or delivery  of  any  such
capital stock;

(iii)      declare,  set  aside  or pay  any  dividend  or  other
distribution on or in respect of shares of its capital stock,  or
purchase,  redeem  or otherwise acquire, or  agree  to  purchase,
redeem or otherwise acquire, any of its capital stock;

 (iv)     authorize, guarantee or incur indebtedness for borrowed
money, including but not limited to, borrowing for the payment of
any taxes;

   (v)     sell or agree to sell any of Purchased Assets No. 1 or

                             E-68
<PAGE>

Purchased  Assets  No.  2,  except  in  the  ordinary  course  of
business;

  (vi)      mortgage, pledge or subject to any security  interest
any of the Purchased Assets No. 1 or Purchased Assets No. 2;

     (vii)     make any capital expenditures or capital additions
or betterments, or commitments therefor, aggregating in excess of
$5,000.00;

      (viii)     refrain  and cause its officers,  employees  and
agents to refrain from seeking other offers to purchase the stock
or certain assets of Seller No. 1 or Seller No. 2;

  (ix)      enter into any long-term contractual arrangements  or
blanket  purchase  orders  which extend  past  the  closing  date
without the express written consent of Purchaser;

   (x)      increase the salaries of any existing employees, hire
new  managers or employees, pay or award bonuses, make loans,  or
permit  draws  by  any  individuals without  Purchaser's  express
written consent.

9.2Conduct of Business.

      Seller  No.  1 and Seller No. 2 will operate  the  Business
substantially  as  presently operated and only  in  the  ordinary
course of  business and, consistent with such operation, will use
its best efforts to preserve intact for the benefit of Purchaser,
the  present  business  organization  of  the  Business  and  the
relationships and good will of suppliers, customers, clients  and
others  having  business relations with  the  Business.   Without
limiting  the generality of the foregoing, neither Seller  No.  1
nor Seller No. 2 will take any of the actions contemplated by, or
which  would  give  rise  to, a result  contemplated  by  Section
6.14(a) hereof.

9.3  Access to Information.

      From the date hereof until Closing, Seller No. 1 and Seller
No.  2 shall make available or cause to be made available to  the
accountants, attorneys or other representatives of Purchaser  for
examination   during  normal  business  hours,  upon   reasonable
requests,  all  properties,  assets,  books  of  accounts,  title
papers,   insurance  policies,  contracts,  leases,  commitments,
records  and other documents of every character relating  to  the
Business.

9.4  Other Actions.

      From the date hereof until Closing, Seller No. 1 and Seller
No.  2  shall  not  take  any  action  which  shall  prevent  the
representations,  warranties and covenants of Seller  No.  1  and
Seller No. 2 set forth herein from being true and correct at  the
Closing.


                              10.
                         BULK SALES ACT

10.1 Compliance with Bulk Sales Act.

      Purchaser  waives  compliance with the  provisions  of  any
applicable  bulk  sales law and Seller No. 1, Seller  No.  2  and
Shareholder,  jointly and severally, agree to indemnify and  hold
harmless Purchaser from any liability incurred as a result of the

                             E-69
<PAGE>

failure  to  so comply, except to liabilities explicitly  assumed
hereunder by Purchaser.


                              11.
                 SURVIVAL OF AND RELIANCE UPON
  REPRESENTATIONS, WARRANTIES AND AGREEMENTS; INDEMNIFICATION

11.1 Survival of Representations and Warranties.

      The parties acknowledge and agree that all representations,
warranties and agreements contained in this Agreement or  in  any
agreement,  instrument, exhibit, certificate, schedule  or  other
document  delivered  in connection herewith,  shall  survive  the
Closing  and  continue to be binding upon the party  giving  such
representation,  warranty  or  agreement  and  shall   be   fully
enforceable to the extent provided for in Sections 11.3 and  11.4
hereof, at law or in equity, for the period beginning on the date
of  Closing and ending three (3) years thereafter, except for the
representations,   warranties  and  agreements   designated   and
identified in Sections 3.1, 3.2, 3.3, 4.2, 4.4, 6.3, 6.11,  6.15,
7.2  and  7.5 which shall survive the Closing and shall terminate
in  accordance with the statute of limitations governing  written
contracts in the State of Indiana and Exhibits "J", "M". "N", "N-
1" and "N-2", which shall terminate as provided therein.

11.2 Reliance Upon and Enforcement of Representations, Warranties
and Agreements.
      (a)   Seller  No.  1  and Seller No. 2 hereby  agree  that,
notwithstanding  any right of Purchaser to fully investigate  the
affairs  of  Seller  No. 1 and Seller No. 2, and  notwithstanding
knowledge  of  facts  determined  or  determinable  by  Purchaser
pursuant   to  such  investigation  or  right  of  investigation,
Purchaser  has  the right to rely fully upon the representations,
warranties  and  agreements of Seller No.  1  and  Seller  No.  2
contained  in  this  Agreement  and  upon  the  accuracy  of  any
document,  certificate or exhibit given or delivered to Purchaser
pursuant to the provisions of this Agreement.

     (b)  Purchaser hereby agrees that, notwithstanding any right
of Seller No. 1 and Seller No. 2 to fully investigate the affairs
of  Purchaser, and notwithstanding knowledge of facts  determined
or determinable by Seller No. 1 and Seller No. 2 pursuant to such
investigation or right of investigation, Seller No. 1 and  Seller
No.  2  have  the  right to rely fully upon the  representations,
warranties  and  agreements  of  Purchaser  contained   in   this
Agreement  and upon the accuracy of any document, certificate  or
exhibit  given  or  delivered to Seller No. 1 and  Seller  No.  2
pursuant to the provisions of this Agreement.

11.3   Indemnification  by  Seller  No.  1,  Seller  No.  2   and
Shareholder.

     Provided Purchaser makes a written claim for indemnification
against Seller No. 1, Seller No. 2 and/or Shareholder within  any
applicable survival period specified in Section 11.1, Seller  No.
1,  Seller  No.  2 and Shareholder (jointly and severally,  shall
indemnify Purchaser against and hold it harmless from:

   (i)      any  and  all loss, damage, liability  or  deficiency
resulting  from or arising out of any inaccuracy in or breach  of
any  representation, warranty, covenant, or  obligation  made  or
incurred  by Seller No. 1 or Seller No. 2 herein or in any  other
agreement,  instrument or document delivered by or on  behalf  of
Seller  No. 1 or Seller No. 2 pursuant to the provisions  of  the
Agreement;


                             E-70
<PAGE>

  (ii)      any  imposition (including by operation  of  law)  or
attempted  imposition  by a third party  upon  Purchaser  of  any
liability of Seller No. 1 or Seller No. 2 which Purchaser has not
specifically agreed to assume pursuant to Sections 3.1 and 3.2 of
this Agreement;

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

  (iv)      any liability relating to the correction of defective
work as described in Section 2.4; and

   (v)      any  and all costs and expenses (including reasonable
legal  and  accounting  fees) related to any  of  the  foregoing,
subject to the provisions of Section 11.5.

Except  as otherwise provided in this Agreement, nothing in  this
Section 11.3 shall be construed to limit the amount to which,  or
the  time  by  which,  by  reason of  offset  or  otherwise,  the
Purchaser  may recover from Seller No. 1, Seller  No.  2  or  the
Shareholder pursuant to this Agreement resulting from Seller  No.
1's, Seller No. 2's  or the Shareholder's breach or violation  of
any  representation,  warranty, covenant or  agreement  contained
herein.

Any  amounts  to which Purchaser, its successors or  assigns,  is
entitled  to indemnification pursuant to the provisions  of  this
Section,  subject to the provisions of Section 11.5, shall  first
be  offset  against the amount payable to Seller No. 2 under  the
promissory note.  Provided, however, the offset in any  one  year
may not exceed the aggregate amount of principal and interest due
on  said  promissory note for said year.  Prior  to  any  setoff,
Purchaser  shall  send  written  notice  to  the  holder  of  the
Promissory   Note   (the   "Holder")  stating   with   reasonable
specificity   the   basis   for   Purchaser's   right   to   such
indemnification  payment.   If within  fifteen  (15)  days  after
receipt  of such notice of setoff, the Holder contests in writing
sent  to  Purchaser,  Purchaser's claim of indemnification  under
this  Section 11, then the amount which Purchaser could otherwise
have  paid  to the holder but for the exercise of such  right  of
setoff  shall  be  paid into an interest bearing  escrow  account
maintained by a bank selected by Purchaser pursuant to a  written
escrow  agreement signed by the parties to this  Agreement  or  a
bank  account  under  the joint control of the  parties  to  this
Agreement,  to  be held in such account until Purchaser  and  the
Holder  have reached Agreement as to the amount, if any, of  such
indemnification  payment and setoff, or until there  has  been  a
judicial resolution of such matter, at which time the amount held
in  such  segregated account, together with any interest  accrued
thereon,   shall  be  released  to  the  prevailing   party,   as
appropriate  and/or instructed.  Purchaser and the  Holder  agree
that they will use their best efforts to resolve any such dispute
within thirty (30) days of receipt of notice by Purchaser of  the
Holder's objections to the setoff.

11.4Indemnification by Purchaser.

      Provided  Shareholder, Seller No. 1 and/or  Seller  No.  2,
makes  a  written  claim  for indemnification  against  Purchaser
within any applicable survival period specified in Section  11.1,
Purchaser  shall  indemnify Seller No. 1 and  Seller  No.  2  and

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<PAGE>

Shareholder against and hold it harmless from any and  all  loss,
damage,  liability or  deficiency resulting from or  arising  out
of:  (i) any Assumed Liabilities; (ii) any liability of Purchaser
arising  out of Purchaser's operations subsequent to the  Closing
(except to the extent such liability is the result of a breach of
a  covenant  or  warranty  of  Seller  No.  1  or  Seller  No.  2
hereunder);   (iii)  any  inaccuracy  in   or   breach   of   any
representation, warranty, covenant or obligation made or incurred
by  Purchaser  herein or in any other agreement,  instrument,  or
document delivered by or on behalf of Purchaser pursuant  to  the
provisions of this Agreement; and (iv) any and all related  costs
and  expenses  (including reasonable legal and accounting  fees),
subject  to the provisions of 11.5.  Except as otherwise provided
herein, nothing in this Section 11.4 shall be construed to  limit
the amount to which, or the time by which, by reason of offset or
otherwise,  that  Seller No. 1 or Seller No. 2 may  recover  from
Purchaser pursuant to this Agreement resulting from its breach or
violation  of any representation, warranty, covenant or agreement
contained herein.

11.5 Notification of and Participation in Claims.

      (a)   No claim for indemnification shall arise until notice
thereof  is  given to the party from whom indemnity  is   sought.
Such notice shall be sent within ten (10) days after the party to
be  indemnified  has  received notification of  such  claim,  but
failure  to  notify  the indemnifying party  shall  in  no  event
prejudice  the  right of the party to be indemnified  under  this
Agreement,  unless the indemnifying party shall be prejudiced  by
such  failure and then only to the extent of such prejudice.   In
the  event that any legal proceeding shall be instituted  or  any
claim  or  demand is asserted by any third party  in  respect  of
which  Seller No. 1/Seller No.2 and Shareholder on the one  hand,
or  Purchaser  on  the  other hand, may  have  an  obligation  to
indemnify  the other, the party asserting such right to indemnity
(the  "Party to be Indemnified") shall give or cause to be  given
to  the  party  from whom indemnity is sought (the  "Indemnifying
Party")  written  notice  thereof.  The  Indemnifying  Party  may
elect,  within thirty (30) days after receipt of such notice,  or
five  (5)  days before the return date required by any  citation,
claim  or other statute, whichever occurs earlier, to contest  or
defend  against  such claim at the Indemnifying Party's  expense,
and  shall give written notice to the Party to be Indemnified  of
the commencement of such defense with reasonable promptness after
giving  of  the written notice of the claim by the  Party  to  be
Indemnified.   The Party to be Indemnified shall be  entitled  to
participate  with the Indemnifying Party in such  event  (at  the
cost and expense of the Party to be Indemnified) but shall not be
entitled  in  any way to release, waive, settle, modify,  or  pay
such  claim without the consent of the Indemnifying Party if  the
Indemnifying Party has assumed such defense.  In the  event  that
the  Party to be Indemnified determines to settle any such  claim
without  such  prior  consent  of  the  Indemnifying  Party,  the
Indemnifying   Party   shall  have  no  further   indemnification
obligations under this Section 11 with respect to such claim.  In
the  event that the Indemnifying Party does not elect to contest,
defend,  settle or pay the claim as provided above, the Party  to
be  Indemnified  shall  have the exclusive  right  to  prosecute,
defend,  compromise,  settle  or  pay  the  claim  in  its   sole
discretion  and pursue its rights under this Agreement.   In  the
event  the  Indemnifying  Party shall  assume  the  defense,  the
Indemnifying  Party  and  the  Party  to  be  Indemnified   shall
cooperate in the defense of such action and the records  of  each
shall be available to the other with respect to such defense.

11.6 Limitation on Liability


                             E-72
<PAGE>

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

      (a)  Seller No. 1's liability under Section 11.3 shall  not
exceed in the aggregate $536,600;

      (b)  Seller No. 2's liability under Section 11.3 shall  not
exceed  in  the  aggregate $1,659,800, plus any  amount  paid  to
Seller No. 2 under Section 4.4;

      (c)   The liability of Shareholder, Seller No. 1 and Seller
No.  2  under  Section  11.3 shall not exceed  in  the  aggregate
$2,196,400,  plus any amount paid to Seller No. 2  under  Section
4.4; and

      (d)   Shareholder, Seller No. 1 and Seller No. 2 shall have
no liability under Section 11.3 until the aggregate amount of all
claims  under  Section 11.3 exceed a deductible of  Ten  Thousand
Dollars ($10,000); provided, however, that if such claims  exceed
Ten Thousand Dollars ($10,000), then the indemnification provided
for  in  Section 11.3 shall apply to claims in excess of the  Ten
Thousand Dollars ($10,000) deductible provided for above.


                              12.
                       EXPRESS CONDITIONS

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

      (a)  Purchaser shall have obtained from its primary lender,
Star Bank, N.A., consent to the transaction.

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

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

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

      The contingencies set forth in this Section shall have  all
been  met, or rejected in writing, by Purchaser and Seller, where
applicable, no later than July 24, 1997.


                              13.
                          THE CLOSING

13.1 Date, Time and Place of Closing.

      Consummation of the transactions contemplated  hereby  (the
"Closing")  shall  take  place on July  24,  1997  (the  "Closing
Date"), at 10:00 a.m. EST at the offices of Lindhorst & Dreidame,
312  Walnut  Street, Suite 2300, Cincinnati, Ohio  45202,  or  on
such  other Closing Date, or at such other time and/or  place  as
the parties may mutually agree upon.

13.2 Conditions Precedent to Purchaser's Obligations.

      The  obligation of Purchaser to perform in accordance  with
this   Agreement  and  to  consummate  the  transactions   herein
contemplated  is  subject to the satisfaction  of  the  following

                             E-73
<PAGE>

conditions at or before the Closing:

      (a)  Seller No. 1 and Seller No. 2 shall have complied with
and  performed all of the representations, warranties, agreements
and  covenants hereunder required to be performed by it prior  to
or at the Closing;

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

      (c)   The business, aggregate properties and operations  of
Seller  No.  1  and  Seller  2 shall  not  have  been  materially
adversely  affected as a result of any fire,  accident  or  other
casualty  or  any labor disturbance or act of God or  the  public
enemy,  and  there shall otherwise have been no material  adverse
change  to  the business, aggregate properties, or operations  of
Seller No. 1 and Seller No. 2 since March 31, 1997;

      (d)  Seller No. 1 and Seller No. 2 shall have delivered  to
Purchaser, at or before the Closing, the following documents, all
of  which shall be in form and substance reasonably acceptable to
the Purchaser and its counsel:

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

      (ii)     Releases (or copies thereof) of all liens, claims,
charges,  encumbrances, security interests  and  restrictions  on
Purchased  Assets No. 1 and Purchased Assets No. 2  necessary  to
provide Purchaser with good, marketable and indefeasible title to
each of the Purchased Assets No. 1 and Purchased Assets No. 2  at
the Closing;

     (iii)     Certified copies of the corporate actions taken by
the Board of Directors and Shareholder of Seller No. 1 and Seller
No.  2,  authorizing the execution, delivery and  performance  of
this Agreement;

       (iv)      Certificates of Existence for Seller No.  1  and
Seller  No.  2  from the Secretary of State of Indiana  dated  no
earlier than fifteen (15) days prior to Closing;

       (v)     Opinion letter of Leagre, Chandler & Millard, 9100
Keystone Crossing #800, Indianapolis, Indiana  46240, counsel for
Seller No. 1 and Seller No. 2 containing the opinion set forth in
Exhibit "O";

       (vi)      Seller No. 1 and Seller No. 2 shall have entered
into  the Subordination Agreement in the form attached hereto  as
Exhibit "K";

      (vii)      Seller  No. 1, Seller No. 2 and the  Shareholder
shall  have entered into the non-competition agreements set forth
in Exhibits "N", "N-1" and "N-2";

     (viii)    Shareholder shall have entered into the Employment
Agreement set forth in Exhibit "M";

       (ix)      The  express conditions set forth in Section  12
have been satisfied or waived.

  (e)Seller No. 1 will adopt and file with the Secretary of State
of  Indiana  an  amendment to the Articles  of  Incorporation  of
Seller  No.  1  changing  the name of Seller  No.  1  to  a  name

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substantially dissimilar to  "Microcare, Inc." and Seller  No.  1
shall also execute a Consent for Use of Similar Name form, as set
forth in the Disclosure Schedule granting to Purchaser the use of
the  name "Microcare, Inc."  In addition, Seller No. 2 will adopt
and  file with the Secretary of State of Indiana an amendment  to
the  Articles of Incorporation of Seller No. 2 changing the  name
of  Seller No. 2 to a name substantially dissimilar to "Microcare
Computer  Services, Inc." and Seller No. 2 shall also  execute  a
Consent  for  Use  of  Similar Name form, as  set  forth  in  the
Disclosure  Schedule granting to Purchaser the use  of  the  name
"Microcare Computer Services, Inc."

13.3Conditions  Precedent to Seller No. 1's and  Seller  No.  2's
Obligations.

      The  obligation of Seller No. 1 and Seller No. 2 to perform
in   accordance  with  this  Agreement  and  to  consummate   the
transactions  herein contemplated is subject to the  satisfaction
of the following conditions at or before the Closing:

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

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

      (c)  Purchaser shall deliver to Seller No. 1 and Seller No.
2  at or before the Closing the following documents, all of which
shall be in form and substance acceptable to Seller No. 1, Seller
No. 2 and its counsel:

        (i)      A  certified  or bank cashier's  check  or  wire
transfer for the aggregate amount to be paid to Seller No.  1  at
the Closing pursuant to Section 4.2 hereof;

       (ii)      A  certified  or bank cashier's  check  or  wire
transfer for the aggregate amount to be paid to Seller No.  2  at
the Closing pursuant to Section 4.3(a) hereof;

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

       (iv)      A  subordinated promissory note as set forth  in
Section 4.3(e);

        (v)     The stock of Purchaser is delivered to Seller No.
2 pursuant to Section 4.3(d);

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

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

      (viii)     Opinion  letter  of Lindhorst  &  Dreidame  Co.,
L.P.A.,  counsel  for Purchaser, addressed to Seller  No.  1  and
Seller  No. 2 and dated the Closing Date, containing the opinions
set forth on Exhibit "P";

      (ix)     All of the express conditions set forth in Section

                             E-75
<PAGE>

12 have been satisfied or waived.

   (d)Purchaser shall have entered into the Employment  Agreement
set forth in Exhibit "M".

                              14.
                       GENERAL PROVISIONS

14.1 Publicity.

      All public announcements relating to this Agreement or  the
transactions  contemplated hereby will be made by Purchaser  with
the  consent of Seller No. 1 and Seller No. 2, which consent will
not be unreasonably withheld, except for any disclosure which may
be  required  because  of  Purchaser's  being  a  publicly-traded
corporation on the over-the-counter market.

14.2 Expenses.

     Purchaser will bear and pay all of its expenses  incident to
the   transactions  contemplated  by  this  Agreement  which  are
incurred by Purchaser or its representatives and Seller No. 1 and
Seller  No. 2 shall bear and pay all of the expenses incident  to
the   transactions  contemplated  by  this  Agreement  which  are
incurred  by  Seller  No. 1 or Seller No. 2 or  their  respective
representatives.

14.3 Notices.

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

     (a)  If to Purchaser, to:

               Pomeroy Computer Resources, Inc.
               1020 Petersburg Road
               Hebron, Kentucky  41048

          With a copy to:

               James H. Smith III, Esq.
               Lindhorst & Dreidame
               312 Walnut Street, Suite 2300
               Cincinnati, Ohio  45202

     (b)  If to Seller No. 1, to:

               Microcare, Inc.
               14348 Strawtown Avenue
               Noblesville, Indiana 46060

          If to Seller No. 2, to:

               Microcare Computer Services, Inc.
               14348 Strawtown Avenue
               Noblesville, Indiana 46060



          With a copy to:

               David Millard, Esq.

                             E-76
<PAGE>

               Leagre, Chandler & Millard
               9100 Keystone Crossing #800
               Indianapolis, Indiana  46240

     (c)  If to Shareholder, to:

               Robert L. Versprille
               14348 Strawtown Avenue
               Noblesville, Indiana 46060

14.4 Binding Effect.

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

14.5 Headings.

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

14.6 Exhibits.

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

14.7 Counterparts.

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

14.8 Governing Law.

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

14.9 Severability.

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

14.10     Waivers; Remedies Exclusive.

      No  waiver  of any right or option hereunder by  any  party
shall  operate as a waiver of any other right or option, or   the
same right or option with respect to any subsequent occasion  for
its exercise, or of any right to damages.  No waiver by any party
of  any  breach  of  this Agreement or of any  representation  or
warranty contained herein shall be held to constitute a waiver of
any other breach or a continuation of the same breach.  No waiver
of  any  of  the provisions of this Agreement shall be valid  and
enforceable  unless such waiver is in writing and signed  by  the
party  granting  the same.  Except as otherwise provided  in  the
note issued pursuant to Section 4.3, the Employment Agreement and
the  Covenant  Not  to  Compete Agreements,  the  indemnification
provided  for by Section 11 herein shall constitute the exclusive
remedy  of  any party with respect to (i) the matters  for  which
such  indemnification  is provided and  (ii)  any  other  matters

                             E-77
<PAGE>

arising  out of, relating to or connected with this Agreement  or
the  transactions contemplated hereby, and whether any claims  or
causes  of  action asserted with respect to any such matters  are
brought in contract, tort or other legal theory whatsoever.

14.11     Assignments.

      Except  as otherwise provided in this Agreement,  no  party
shall  assign  its  rights  or  obligations  hereunder  prior  to
Closing without the prior written consent of the other party.

14.12     Entire Agreement.

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

14.13     Business Records.

      Seller  No.  1,  Seller  No. 2  and  Shareholder  shall  be
permitted to retain copies of such books and records relating  to
Purchased Assets No. 1 and Purchased Assets No. 2 and relating to
the accounting and tax matters of the Business and to have access
to  all  original copies of records so delivered to Purchaser  at
reasonable  times,  for any reasonable business  purpose,  for  a
period of six (6) years after the Closing.

14.14     No Third Party Beneficiaries.

      This Agreement shall not confer any rights or remedies upon
any  persons or entities other than the parties hereto and  their
respective successors, legal representatives, heirs and assigns.

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

WITNESSES:                      MICROCARE, INC.


___________________________


___________________________
By:________________________________
                                      Robert    L.    Versprille,
President





___________________________     MICROCARE COMPUTER SERVICES, INC.

                             E-78
<PAGE>


___________________________
By:________________________________
                                      Robert    L.    Versprille,
President


___________________________     POMEROY COMPUTER RESOURCES, INC.


___________________________
By:________________________________


___________________________


___________________________
__________________________________
                                ROBERT L. VERSPRILLE

                             E-79
<PAGE>