FIRST CONSENT TO

                           CREDIT FACILITIES AGREEMENT

     This  FIRST  CONSENT  TO  CREDIT FACILITIES AGREEMENT (this "Agreement") is
entered  into  and  effective  as  of  September  20, 2001, by and among Pomeroy
Computer  Resources,  Inc.,  Pomeroy Select Integration Solutions, Inc., Pomeroy
Select  Advisory Services, Inc., Pomeroy Computer Resources Sales Company, Inc.,
Pomeroy  Computer  Resources  Holding  Company, Inc., Pomeroy Computer Resources
Operations,  LLP,  Technology  Integration  Financial  Services,  Inc., T.I.F.S.
Advisory  Services,  Inc.,  TheLinc,  LLC  and  Val  Tech Computer Systems, Inc.
(collectively and separately referred to as, "Borrower"), and Deutsche Financial
Services  Corporation  ("DFS"),  as  Administrative Agent, and DFS and the other
lenders  listed  on  Exhibit 3 of this Agreement and the signature pages thereto
(and  their  respective  successors  and  permitted  assigns), as "Lenders" (the
"Lenders").

                                    RECITALS:
                                    --------

A.   Borrower, Administrative Agent and Lenders are party to that certain Credit
     Facilities  Agreement  dated  as  of  June  28,  2001  (the  "Original Loan
     Agreement").

B.   Required  Lenders  and  Borrower  have  agreed  to the provisions set forth
     herein  on  the  terms  and  conditions  contained  herein.

                                    AGREEMENT
                                    ---------

     Therefore,  in  consideration  of  the  mutual  agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged, Borrower,
Administrative  Agent  and  the  Required  Lenders  hereby  agree  as  follows:

1.   DEFINITIONS.
All  references  to the "Agreement" or the "Loan Agreement" in the Original Loan
Agreement and in this Agreement shall be deemed to be references to the Original
Loan  Agreement  as it may be amended, restated, extended, renewed, replaced, or
otherwise  modified from time to time.  Capitalized terms used and not otherwise
defined  herein  have  the  meanings  given them in the Original Loan Agreement.

2.   EFFECTIVENESS  OF  AGREEMENT.
This  Agreement  shall  become effective as of the date first written above upon
the  due  execution  and  delivery  of  this  Agreement  by the Borrower and the
Required  Lenders.

3.  CONSENT  TO  TRANSACTIONS.
Notwithstanding  the  terms of Section 14.11 of the Original Loan Agreement, the
Required  Lenders  consent to the redemption by Pomeroy Computer Resources, Inc.
of  the  lesser  of  (i)  One Million Five Hundred Thousand Dollars ($1,500,000)
market  value  of  shares of Pomeroy Computer Resources, Inc.'s common stock, or
(ii) One Hundred Thousand (100,000) shares of Pomeroy Computer Resources, Inc.'s
common  stock,  in  any  case if and only if there is no Existing Default and no
Default  or  Event  of  Default will occur or is reasonably likely to occur as a
result  of  such  redemption.  Such  redemption  may  occur  in  one  or  more
redemptions,  in  each case subject to the conditions set forth in the preceding
sentence.

4.   REAFFIRMATION.


                                       E1
<PAGE>
Each  Borrower  hereby  acknowledges  and  confirms  that  (i) the Original Loan
Agreement  and  the  other  Loan Documents remain in full force and effect, (ii)
such  Borrower  has  no  defenses  to  its  obligations  under the Original Loan
Agreement  and  the  other  Loan  Documents, (iii) the Security Interests of the
Administrative  Agent  under  the  Security  Documents  secure  all  the  Loan
Obligations under the Original Loan Agreement, continue in full force and effect
and  have the same priority as before this Agreement, and (iv) such Borrower has
no  claim  against  Administrative  Agent  or  any  Lender  arising  from  or in
connection  with  the  Original  Loan  Agreement  or  the  other Loan Documents.

5.   GOVERNING  LAW.
This Agreement has been executed and delivered in St. Louis, Missouri, and shall
be  governed  by  and  construed under the laws of the State of Missouri without
giving  effect  to  choice  or  conflicts  of  law  principles  thereunder.

6.   SECTION  TITLES.
The  section  titles in this Agreement are for convenience of reference only and
shall  not  be  construed  so  as  to  modify  any provisions of this Agreement.

7.   COUNTERPARTS;  FACSIMILE  TRANSMISSIONS.
This  Agreement  may  be  executed  in  one or more counterparts and on separate
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same instrument.  Signatures to this
Agreement  may  be given by facsimile or other electronic transmission, and such
signatures  shall  be  fully  binding  on  the  party  sending  the  same.

8.   INCORPORATION  BY  REFERENCE.
Administrative Agent, Required Lenders and Borrower hereby agree that all of the
terms  of  the  Loan  Documents  are  incorporated  in  and  made a part of this
Agreement  by  this  reference.

9.   NOTICE-ORAL  COMMITMENTS  NOT  ENFORCEABLE.

The  following  notice  is  given  pursuant  to  Section 432.045 of the Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify  the  terms  of  the  Loan  Documents:

     ORAL  AGREEMENTS  OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
     FROM  ENFORCING  REPAYMENT  OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
     SUCH  DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR)
     FROM  MISUNDERSTANDING  OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING
     SUCH  MATTERS  ARE  CONTAINED  IN  THIS  WRITING, WHICH IS THE COMPLETE AND
     EXCLUSIVE  STATEMENT  OF  THE  AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
     AGREE  IN  WRITING  TO  MODIFY  IT.

10.  NOTICE-INSURANCE.

The  following  notice  is  given  pursuant  to  Section 427.120 of the Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify  the  terms  of  the  Loan  Documents:

     UNLESS  YOU  PROVIDE  EVIDENCE  OF  THE INSURANCE COVERAGE REQUIRED BY YOUR
     AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR
     INTERESTS  IN  YOUR  COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT, PROTECT
     YOUR  INTERESTS.  THE  COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT


                                       E2
<PAGE>
     YOU  MAKE  OR  ANY  CLAIM  THAT  IS MADE AGAINST YOU IN CONNECTION WITH THE
     COLLATERAL.  YOU  MAY  LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY
     AFTER  PROVIDING  EVIDENCE  THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY
     OUR  AGREEMENT.  IF  WE  PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE
     RESPONSIBLE  FOR  THE  COSTS  OF  THAT  INSURANCE,  INCLUDING THE INSURANCE
     PREMIUM,  INTEREST  AND  ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH
     THE  PLACEMENT  OF  THE  INSURANCE,  UNTIL  THE  EFFECTIVE  DATE  OF  THE
     CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY
     BE  ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE
     INSURANCE  MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN
     ON  YOUR  OWN.

     {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES IMMEDIATELY
                                    FOLLOWS}


                                       E3
<PAGE>
     IN  WITNESS  WHEREOF,  this Agreement has been duly executed as of the date
first  above  written.


POMEROY  COMPUTER  RESOURCES  SALES  COMPANY,  INC.
 as  Borrowing Agent on behalf of itself and each other Borrower pursuant to the
 authority  and  power  of  attorney  duly  granted to it by each other Borrower

By: ____________________________________________
Name: __________________________________________
Title: _________________________________________


DEUTSCHE  FINANCIAL  SERVICES  CORPORATION,
 as  Administrative  Agent  and  a  Lender

By: ____________________________________________
Name:  Kenneth  MacDonell
Title:  Vice  President


FIRSTAR BANK, NATIONAL ASSOCIATION, AS A LENDER

By: ____________________________________________
Name: __________________________________________
Title: _________________________________________


NATIONAL  CITY  BANK,  AS  A  LENDER

By: ____________________________________________
Name: __________________________________________
Title: _________________________________________


IBM  CREDIT  CORPORATION,  AS  A  LENDER

By: ____________________________________________
Name: __________________________________________
Title: _________________________________________


                                       E4
<PAGE>
UPS  CAPITAL  CORPORATION,  AS  A  LENDER

By: ____________________________________________
Name: __________________________________________
Title: _________________________________________


FIFTH THIRD BANK, NORTHERN KENTUCKY, INC., AS A LENDER

By: ____________________________________________
Name: __________________________________________
Title: _________________________________________


                                       E5
<PAGE>
                             FIRST  AMENDMENT  TO

                        CREDIT  FACILITIES  AGREEMENT

     This  FIRST  AMENDMENT TO CREDIT FACILITIES AGREEMENT (this "Agreement") is
entered  into  and  effective  as  of  November  13,  2001, by and among Pomeroy
Computer  Resources,  Inc.,  Pomeroy Select Integration Solutions, Inc., Pomeroy
Select  Advisory Services, Inc., Pomeroy Computer Resources Sales Company, Inc.,
Pomeroy  Computer  Resources  Holding  Company, Inc., Pomeroy Computer Resources
Operations,  LLP,  Technology  Integration  Financial  Services,  Inc., T.I.F.S.
Advisory  Services,  Inc.,  TheLinc,  LLC  and  Val  Tech Computer Systems, Inc.
(collectively and separately referred to as, "Borrower"), and Deutsche Financial
Services  Corporation  ("DFS"),  as  Administrative Agent, and DFS and the other
lenders  listed  on  the  signature  pages  and  Exhibit  3 to the Original Loan
Agreement,  as  defined  below  (and  their  respective successors and permitted
assigns),  as  "Lenders"  (the  "Lenders").

                                   RECITALS:
                                   --------

A.   Borrower, Administrative Agent and Lenders are party to that certain Credit
     Facilities  Agreement  dated  as  of  June  28,  2001  (the  "Original Loan
     Agreement").

B.   Required  Lenders  and  Borrower  have  agreed  to the provisions set forth
     herein  on  the  terms  and  conditions  contained  herein.

                                  AGREEMENT
                                  ---------

     Therefore,  in  consideration  of  the  mutual  agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged, Borrower,
Administrative  Agent  and  the  Required  Lenders  hereby  agree  as  follows:

1.     DEFINITIONS.
All  references  to the "Agreement" or the "Loan Agreement" in the Original Loan
Agreement and in this Agreement shall be deemed to be references to the Original
Loan  Agreement  as it may be amended, restated, extended, renewed, replaced, or
otherwise  modified from time to time.  Capitalized terms used and not otherwise
defined  herein  have  the  meanings  given them in the Original Loan Agreement.

2.     EFFECTIVENESS  OF  AGREEMENT.
This  Agreement  shall  become  effective as of November 13, 2001, or such other
date as expressly set forth herein, but only if this Agreement has been executed
by  Borrower,  Administrative  Agent  and  the  Lenders,  and only if all of the
documents  listed  on  Exhibit  A  to this Agreement have been delivered and, as
applicable,  executed,  sealed,  attested,  acknowledged,  certified,  or
authenticated,  each  in form and substance satisfactory to Administrative Agent
and the Lenders.  The Amendment Fee set forth on Exhibit A shall be shared among
the  Lenders  in accordance with their pro-rata shares as set forth on Exhibit 3
to  the  Loan  Agreement.

3.     WAIVER  OF  DEFAULTS.
Borrower  has  notified  Administrative  Agent  that  Borrower  has violated the
Minimum Net Income After Tax covenant contained in Section 15.5 as of the end of
Borrower's  fiscal  quarter  ended  October  5,  2001.  Under  Section  16.1.7,
Borrower's  violation  of the referenced financial covenant constitutes an Event
of  Default.  The  Borrower  has  requested that the Required Lenders waive such
Event  of  Default.  The  Required  Lenders  hereby  waive  the Event of Default
arising  under  Section  16.1.7  due  to Borrower's violation of the Minimum Net


                                       E6
<PAGE>
Income  After Tax covenant contained in Section 15.5 as of the end of Borrower's
fiscal  quarter ended October 5, 2001.   The waivers contained in this Section 3
are  specific  in  intent and are valid only for the specific purposes for which
given.  Nothing contained herein obligates Administrative Agent or any Lender to
agree  to any additional waivers of any provisions of any of the Loan Documents,
including  but not limited to Sections 15.5 and 16.1.7. The waivers contained in
this  Section are waivers of known Events of Default only, and shall not operate
as a waiver of Administrative Agent's or any Lenders' right to exercise remedies
resulting  from  (i) existing and/or continuing Defaults or Events of Default of
which  Administrative  Agent or such Lender is not actually aware, or (ii) other
future  Defaults  or  Events  of Default, whether or not of a similar nature and
whether  or  not  known  to  Administrative  Agent  or  any  Lender.

4.     AMENDMENTS.

     4.1.     MINIMUM  NET  INCOME  AFTER  TAX.
Section  15.5 of the Loan Agreement is deleted in its entirety and replaced with
the  following:

     "15.5.  MINIMUM  NET INCOME AFTER TAX. Each Borrower covenants that its Net
     Income  as  a percentage of net sales as set forth in its income statement,
     calculated  as  of  the last day of each fiscal quarter for the four fiscal
     quarter  period then ended, shall be no less than (i) 2.00%, for the fiscal
     quarters ending January 5, 2002, April 5, 2002, July 5, 2002 and October 5,
     2002,  and (ii) 2.25% for the fiscal quarter ending January 5, 2003 and for
     each  fiscal  quarter  ending  thereafter."

5.     REPRESENTATIONS  AND  WARRANTIES  OF  BORROWER.
Each  Borrower  hereby  represents  and warrants to Administrative Agent and the
Lenders  that  (i)  such  Borrower's  execution  of this Amendment has been duly
authorized  by  all  requisite  action  of  such  Borrower; (ii) no consents are
necessary  from  any  third  parties  for such Borrower's execution, delivery or
performance  of  this  Amendment,  and  (iii)  this Amendment, the Original Loan
Agreement,  as  amended hereby, and each of the other Loan Documents, constitute
the  legal,  valid  and  binding  obligations  of  Borrower  enforceable against
Borrower  in  accordance  with  their  terms,  except  to  the  extent  that the
enforceability thereof against Borrower may be limited by bankruptcy, insolvency
or  other  laws affecting the enforceability of creditors rights generally or by
equity  principles  of  general  application.

6.     REAFFIRMATION.
Each  Borrower  hereby  acknowledges  and  confirms  that  (i) the Original Loan
Agreement  and  the  other  Loan Documents remain in full force and effect, (ii)
such  Borrower  has  no  defenses  to  its  obligations  under the Original Loan
Agreement  and  the  other  Loan  Documents, (iii) the Security Interests of the
Administrative  Agent  under  the  Security  Documents  secure  all  the  Loan
Obligations under the Original Loan Agreement, continue in full force and effect
and  have the same priority as before this Agreement, and (iv) such Borrower has
no  claim  against  Administrative  Agent  or  any  Lender  arising  from  or in
connection  with  the  Original  Loan  Agreement  or  the  other Loan Documents.

7.     GOVERNING  LAW.
This Agreement has been executed and delivered in St. Louis, Missouri, and shall
be  governed  by  and  construed under the laws of the State of Missouri without
giving  effect  to  choice  or  conflicts  of  law  principles  thereunder.

8.     SECTION  TITLES.
The  section  titles in this Agreement are for convenience of reference only and
shall  not  be  construed  so  as  to  modify  any provisions of this Agreement.


                                       E7
<PAGE>
9.     COUNTERPARTS;  FACSIMILE  TRANSMISSIONS.
This  Agreement  may  be  executed  in  one or more counterparts and on separate
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same instrument.  Signatures to this
Agreement  may  be given by facsimile or other electronic transmission, and such
signatures  shall  be  fully  binding  on  the  party  sending  the  same.

10.     INCORPORATION  BY  REFERENCE.
Administrative Agent, Required Lenders and Borrower hereby agree that all of the
terms  of  the  Loan  Documents  are  incorporated  in  and  made a part of this
Agreement  by  this  reference.

11.     NOTICE-ORAL  COMMITMENTS  NOT  ENFORCEABLE.

The  following  notice  is  given  pursuant  to  Section 432.045 of the Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify  the  terms  of  the  Loan  Documents:

     ORAL  AGREEMENTS  OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
     FROM  ENFORCING  REPAYMENT  OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
     SUCH  DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR)
     FROM  MISUNDERSTANDING  OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING
     SUCH  MATTERS  ARE  CONTAINED  IN  THIS  WRITING, WHICH IS THE COMPLETE AND
     EXCLUSIVE  STATEMENT  OF  THE  AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
     AGREE  IN  WRITING  TO  MODIFY  IT.

12.     NOTICE-INSURANCE.

The  following  notice  is  given  pursuant  to  Section 427.120 of the Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify  the  terms  of  the  Loan  Documents:

     UNLESS  YOU  PROVIDE  EVIDENCE  OF  THE INSURANCE COVERAGE REQUIRED BY YOUR
     AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR
     INTERESTS  IN  YOUR  COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT, PROTECT
     YOUR  INTERESTS.  THE  COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT
     YOU  MAKE  OR  ANY  CLAIM  THAT  IS MADE AGAINST YOU IN CONNECTION WITH THE
     COLLATERAL.  YOU  MAY  LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY
     AFTER  PROVIDING  EVIDENCE  THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY
     OUR  AGREEMENT.  IF  WE  PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE
     RESPONSIBLE  FOR  THE  COSTS  OF  THAT  INSURANCE,  INCLUDING THE INSURANCE
     PREMIUM,  INTEREST  AND  ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH
     THE  PLACEMENT  OF  THE  INSURANCE,  UNTIL  THE  EFFECTIVE  DATE  OF  THE
     CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY
     BE  ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE
     INSURANCE  MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN
     ON  YOUR  OWN.

     {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES IMMEDIATELY
                                    FOLLOWS}


                                       E8
<PAGE>
     IN  WITNESS  WHEREOF,  this Agreement has been duly executed as of the date
first  above  written.


POMEROY  COMPUTER  RESOURCES  SALES  COMPANY,  INC.
 as  Borrowing Agent on behalf of itself and each other Borrower pursuant to the
 authority  and  power  of  attorney  duly  granted to it by each other Borrower

By:______________________________________
Name:____________________________________
Title:___________________________________



DEUTSCHE  FINANCIAL  SERVICES  CORPORATION,
 as  Administrative  Agent  and  a  Lender

By:______________________________________
Name:  Kenneth  MacDonell
Title:  Vice  President



FIRSTAR  BANK,  NATIONAL  ASSOCIATION,  AS  A  LENDER

By:______________________________________
Name:____________________________________
Title:___________________________________



NATIONAL  CITY  BANK,  AS  A  LENDER

By:______________________________________
Name:____________________________________
Title:___________________________________



IBM  CREDIT  CORPORATION,  AS  A  LENDER

By:______________________________________
Name:____________________________________
Title:___________________________________


                             Signature Page 1 of 2
                                       E9
<PAGE>
UPS  CAPITAL  CORPORATION,  AS  A  LENDER

By:______________________________________
Name:____________________________________
Title:___________________________________



FIFTH  THIRD  BANK,  NORTHERN  KENTUCKY,  INC.,  AS  A  LENDER

By:______________________________________
Name:____________________________________
Title:___________________________________


                             Signature Page 2 of 2
                                      E10
<PAGE>
                                    EXHIBIT A
                                    ---------

                           DOCUMENTS AND REQUIREMENTS
                           --------------------------



1.   First  Amendment  to  Credit  Facilities  Agreement.

2.   Certified  Resolutions  of  each  Borrower  authorizing  the  execution and
     delivery  of  the  First  Amendment  to  Credit Facilities Agreement on its
     behalf  and  reaffirming  appointment  of  Pomeroy Computer Resources Sales
     Company, Inc. as its attorney-in-fact and grant of power of attorney as set
     forth  in  the  Credit  Facilities  Agreement.

3.   Payment  in cash of a $100,000 Amendment Fee to be shared among the Lenders
     in  accordance with their pro-rata shares as set forth on Exhibit 3 to this
     Agreement.

4.   Payment  to  Administrative  Agent  of all fees, expenses and other amounts
     owing  to  Administrative  Agent  and  the  Lenders under the Original Loan
     Agreement  and  the  other  Loan  Documents.


                                      E11
<PAGE>
                            ASSET PURCHASE AGREEMENT
                            ------------------------


THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and is entered into this
21st  day  of September, 2001, by, between and among POMEROY COMPUTER RESOURCES,
INC.,  a  Delaware  corporation  ("Purchaser No. 1"), POMEROY SELECT INTEGRATION
SOLUTIONS,  INC.  ("Purchaser  No.  2"),  SYSTEM  5  TECHNOLOGIES, INC., a North
Carolina  corporation  ("Seller"),  DALE  TWEEDY ("D. Tweedy"), JILL TWEEDY ("J.
Tweedy"),  and  PHIL  TETREAULT  ("P.  Tetreault")(D.  Tweedy,  J. Tweedy and P.
Tetreault  hereinafter  referred  to  collectively  as  the  "Shareholders"  and
individually  as  the  "Shareholder").

                              W I T N E S S E T H :

WHEREAS, Seller is a single source provider of a variety of computer service and
support  solutions,  including providing the infrastructure for data management,
e-business  and  IT strategies to large and medium size commercial, governmental
and  other  professional  customers  throughout  the Southeastern portion of the
United  States;  and

WHEREAS,  Shareholders are the owners of one thousand fifty-three (1,053) shares
of  the  outstanding stock of Seller, in the following proportions:  D. Tweedy -
600  shares,  J.  Tweedy  - 400 shares and P. Tetreault - 53 shares, which stock
constitutes  all  of  the  outstanding  stock  of  Seller;  and

WHEREAS,  Purchaser  No.  1  is in the business of marketing and selling a broad
range  of  microcomputers  and  related  products including equipment selection,
procurement  and  configuration;  and

WHEREAS,  Purchaser  No.  2,  a wholly-owned subsidiary of Purchaser No. 1, is a
single  source  provider  of  integrated desktop management and network services
including  life  cycle services, internetworking services,  and end user support
services;  and

WHEREAS, Purchaser No. 1 desires to purchase certain of the assets of the Seller
used  in  its  business of marketing and selling a broad range of microcomputers
and  related  products  including  equipment  selection,  procurement  and
configuration  ("Business  No.  1") and assume certain of the liabilities of the
Seller  in  connection  with  Business  No.  1  and  Purchaser  No. 2 desires to
purchase  certain  of  the  assets  of the Seller used in its integrated desktop
management  and  network services business ("Business No. 2") and assume certain
of  the  liabilities of the Seller in connection with Business No. 2; and Seller
desires  to  sell  certain of such assets, subject to such liabilities, but only
upon  (i)  the  terms and subject to the conditions set forth in this Agreement,
(ii)  the  representations,  warranties, covenants, indemnifications, assurances
and  undertakings  of  the  Seller,  each Shareholder and of Purchaser No. 1 and
Purchaser  No.  2 contained in this Agreement, (iii) the agreement of the Seller
to  refrain  from  competition  with Purchaser No. 1 and Purchaser No. 2 for the
term  set  forth  in  its  Non-Competition Agreement, (iv) the agreement of each
Shareholder  to  refrain  from  competition  for  the  term set forth in his/her
respective  Non-Competition  Agreement.

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:


                                      E12
<PAGE>
                                       1.
                                   DEFINITIONS
                                   -----------

1.1  Affiliate. "Affiliate" shall have the meaning ascribed to such term in Rule
     ---------
     405  promulgated  under  the  Securities  Act  of  1933,  as  amended.

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

1.3  Assumed  Liabilities  No  2.  The  "Assumed  Liabilities  No.  2"  are  the
     ---------------------------
     liabilities  of  Seller  assumed  or  paid  at  Closing  by Purchaser No. 2
     pursuant  to  Section  3.2  of  this  Agreement.

1.4  Balance Sheet. The "Balance Sheet" is the unaudited balance sheet of Seller
     -------------
     as  of  August  31st,  2001,  included as part of the Financial Statements.

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

1.6  Closing  Date.  The  "Closing  Date"  shall  be  as  of  9:00 a.m., E.D.T.,
     -------------
     September  21,  2001.

1.7  Code.  The  "Code"  is  the  Internal  Revenue Code of 1986, as amended, 26
     ----
     U.S.C.  Sec.1  et  seq.
                    -------

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

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

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

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

1.12 Financial  Statements.  The  "Financial  Statements"  are  the  unaudited
     ---------------------
     financial statements of Seller for the years ending December 31st, 2000 and
     December 31st, 1999, including any and all notes thereto, and the unaudited
     financial  statements  of  the  Seller for the period commencing January 1,
     2001  and  ending  August  31st, 2001, including any and all notes thereto.

1.13 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.


                                      E13
<PAGE>
1.14 Knowledge  of  Seller and Any Shareholder or Seller's Knowledge. "Knowledge
     ---------------------------------------------------------------
     of  Seller  and  Shareholders  and/or Seller's Knowledge" shall mean actual
     knowledge  of  any  Shareholder.

1.15 Net Asset Amount No. 1. "Net Asset Amount No. 1" shall have the meaning set
     ----------------------
     forth  in  Section  5.1.

1.16 Net Asset Amount No. 2. "Net Asset Amount No. 2" shall have the meaning set
     ----------------------
     forth  in  Section  5.1.

1.17 EBITDA.  The earnings before interest, taxes, depreciation and amortization
     ------
     of  Purchaser  No.  1's  System 5/Ballantyne Division and Purchaser No. 2's
     System  5/Ballantyne  Division  for  the  applicable period as set forth in
     Section  4.6. The determination of EBITDA shall be determined in accordance
     with  the  provisions  set  forth  in  Section  4.6.

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

1.19 Pro  Forma  Balance Sheet No. 1. The "Pro Forma Balance Sheet No. 1" is the
     --------------------------------
     balance  sheet  of Seller prepared as described in Section 5.1 and adjusted
     for Excluded Assets of Seller and Excluded Liabilities relating to Business
     No.  1  of  Seller as of the Closing Date, as adjusted by Section 5.1 which
     sets  forth  certain Excluded Liabilities that shall be included within the
     Net  Asset  Amount  determination.

1.20 Pro  Forma  Balance Sheet No. 2. The "Pro Forma Balance Sheet No. 2" is the
     -------------------------------
     balance  sheet  of Seller prepared as described in Section 5.1 and adjusted
     for Excluded Assets of Seller and Excluded Liabilities relating to Business
     No.  2  of  Seller  as  of  the  Closing  Date.

1.21 Purchase Price No. 1. The "Purchase Price No. 1" is the total consideration
     --------------------
     paid  by  Purchaser No. 1 to Seller for Purchased Assets No. 1 as set forth
     in  Sections  4.1  and  4.6.

1.22 Purchase Price No. 2. The "Purchase Price No. 2" is the total consideration
     --------------------
     paid  by  Purchaser No. 2 to Seller for Purchased Assets No. 2 as set forth
     in  Sections  4.2  and  4.6

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

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

1.25 Seller's  Accountant.  "Seller's  Accountant"  shall  mean  BDO  Seidman.
     --------------------

1.26 August  31st  Pro-Forma  Balance  Sheet  No.  1. The "August 31st Pro-Forma
     ------------------------------------------------
     Balance  Sheet No. 1" is the unaudited balance sheet of the Seller adjusted
     for Excluded Assets and Excluded Liabilities of Seller relating to Business
     No.  1 as of August 31st, 2001, as adjusted by Section 5.1 which sets forth
     certain  Excluded Liabilities that shall be included within the August 31st
     Pro  Forma  Balance Sheet for purposes of reflecting the procedure in which
     the  Net  Asset  Amount  No.  1  shall  be  calculated.


                                      E14
<PAGE>
1.27 August  31st  Pro-Forma  Balance  Sheet  No. 2.  The "August 31st Pro-Forma
     ----------------------------------------------
     Balance  Sheet No. 2" is the unaudited balance sheet of Seller adjusted for
     Excluded Assets and Excluded Liabilities of Seller relating to Business No.
     2  as  of  August  31st,  2001.

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

1.29 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.


                                        2.
                                      TERMS
                                      -----

2.1  Agreement.
     ---------

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

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

     At the Closing of this Agreement, Purchaser No. 1 shall purchase and Seller
     shall  sell all the assets of Seller used in Business No. 1, except for the
     Excluded  Assets  relating to Business No. 1 and excepting for all purposes
     all  such  assets being transferred pursuant to Section 2.3 whether used or
     relating  to  Business No. 1. The Purchased Assets No. 1 shall include, but
     not  be  limited  to:

     (a)  All  tangible personal property and assets of Seller of every kind and
          description,  real,  personal  or  mixed,  wherever  located,  used in
          Business  No.  1,  including  without  limitation,  all such assets as
          reflected  on  the  August  31st,  2001  Pro Forma Balance Sheet No. 1


                                      E15
<PAGE>
          (excepting  those  assets  disposed  of,  and  including  those assets
          acquired,  in  the  ordinary  course of business since the date of the
          August  31st,  2001  Pro  Forma  Balance  Sheet  No.  1).

     (b)  All  intangible  assets  of Seller which are used in Business No. 1 of
          Seller,  including  without  limitation, all purchase orders, contract
          rights  and  agreements,  work  in  process,  customer lists, supplier
          agreements,  patents,  trademarks  and  service  marks  (including the
          goodwill  associated  with  the  marks),  office  supplies,  computer
          programs,  claims  of  Seller,  the  right to use of the corporate and
          trade names of or used by Seller, or any derivative thereof, as all or
          part  of  a  corporate  or  trade  name;

     (c)  All  investment  securities,  cash  and  cash equivalents and customer
          notes  receivable  relating  to  Business  No.  1;

     (d)  All  inventory of Business No. 1 which shall be valued consistent with
          the  Seller's  historical  practices;

     (e)  All  accounts  receivable  and vendor receivables relating to Business
          No.  1,  except for several accounts receivable and vendor receivables
          that  are  designated  as  Excluded  Assets;

     (f)  Certain  vehicles  of  Seller  set  forth  on  attached  Exhibit  A;

     (g)  All  prepaid  expenses applicable to Business No. 1, including but not
          limited  to  all  prepaid  software  licenses;

     (h)  All vendor rebates, spiff money, retainage amounts under any contracts
          and  any  customer  deposits relating to contracts for Business No. 1,
          which  contracts  are  being  assumed  by  Purchaser  No.  1;

     (i)  All  distribution  contracts  and authorizations of Seller relating to
          Business  No.  1;

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

     (k)  The  assignment  of  any  telephone  numbers,  telefax numbers, e-mail
          addresses  and  internet  websites  used  in Business No. 1 of Seller;

     (l)  The  entire  right, title, benefit and interest of Seller now existing
          or  hereafter  arising,  in  or  to  all  indemnities,  guaranties,
          warranties,  claims  and  choses  of  action  of  Seller against other
          parties  with  respect  to Purchased Assets No. 1, including by way of
          example  and  not  limitation, any rights under insurance policies and
          any other rights thereunder, but only with respect to Purchased Assets
          No.  1;


                                      E16
<PAGE>
     (m)  Originals or copies of Seller's books, records, files, correspondence,
          manuals,  documents,  agreements,  lists and other writings used in or
          relating  to  Business  No.  1,  including paid accounts payable, paid
          accounts  receivable,  purchase,  sales,  customer,  representative,
          marketing,  advertising, distribution, operations, personnel, research
          and  development  records,  data,  information  and  materials;

     (n)  Seller's rights under the agreements set forth in Schedule 2.2(n) with
          respect  to  the  parties  set  forth  therein, pursuant to which such
          parties  agreed  not  to  disclose,  use  or  communicate  information
          regarding such parties' business (which is part of Business No. 1) and
          not  to  engage in certain activities competitive with Business No. 1;

     (o)  All  other  fees,  assets, property, business and going concern value,
          and  rights  of  Seller  (including  the  rights  under  covenants  or
          agreements not to disclose confidential information or not to compete,
          if  any)  and  rights  under the respective asset purchase agreements,
          stock  purchase  agreements or other documents set forth on Disclosure
          Schedule  2.2(o)  (and  related  documents)  pursuant  to which Seller
          acquired  certain  of  the  assets  of  the  parties set forth in such
          Disclosure  Schedule.

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

     At the Closing of this Agreement, Purchaser No. 2 shall purchase and Seller
     shall  sell all the assets of Seller used in Business No. 2, except for the
     Excluded  Assets  relating to Business No. 2 and excepting for all purposes
     all  such  assets being transferred pursuant to Section 2.2 whether used or
     relating  to  Business No. 2. The Purchased Assets No. 2 shall include, but
     not  be  limited  to:

     (a)  All  tangible personal property and assets of Seller of every kind and
          description,  real,  personal  or  mixed,  wherever  located,  used in
          Business  No.  2,  including  without  limitation,  all such assets as
          reflected  on  the  August  31st,  2001  Pro Forma Balance Sheet No. 2
          (excepting  those  assets  disposed  of,  and  including  those assets
          acquired,  in  the  ordinary  course of business since the date of the
          August  31st,  2001  Pro  Forma  Balance  Sheet  No.  2).

     (b)  All  intangible  assets  of Seller which are used in Business No. 2 of
          the  Seller,  including  without  limitation,  all  purchase  orders,
          contract  rights  and  agreements,  work  in  process, customer lists,
          supplier  agreements, patents, trademarks and service marks (including
          the  goodwill  associated  with  the marks), office supplies, computer
          programs,  claims  of  Seller,  the  right to use of the corporate and
          trade names of or used by Seller, or any derivative thereof, as all or
          part  of  a  corporate  or  trade  name;

     (c)  All  investment  securities,  cash  and  cash equivalents and customer
          notes  receivable  relating  to  Business  No.  2;

     (d)  All  inventory of Business No. 2 which shall be valued consistent with
          the  Seller's  historical  practices;


                                      E17
<PAGE>
     (e)  All  accounts  receivable  and vendor receivables relating to Business
          No.  2,  except for several accounts receivable and vendor receivables
          that  are  designated  as  Excluded  Assets;

     (f)  Certain  vehicles  of  Seller  set  forth  on  attached  Exhibit  A-1;

     (g)  All  prepaid  expenses applicable to Business No. 2, including but not
          limited  to  all  prepaid  software  licenses;

     (h)  All  of  Seller's fixed rate contracts and time and material contracts
          relating  to  Business  No.  2;

     (i)  All vendor rebates, spiff money, retainage amounts under any contracts
          and  any  customer  deposits relating to contracts for Business No. 2,
          which  contracts  are  being  assumed  by  Purchaser  No.  2;

     (j)  All  of Seller's service and consulting contracts relating to Business
          No.  2;

     (k)  All  distribution  contracts  and authorizations of Seller relating to
          Business  No.  2;

     (l)  All  base  artwork,  photo  materials,  plates  (if  owned by Seller),
          separations  and  other materials that are used by Seller for printing
          brochures  and  promotional  materials  including  all  intellectual
          property  rights  therein  relating  to  Business  No.  2;

     (m)  The  assignment  of  any  telephone  numbers,  telefax numbers, e-mail
          addresses  and  internet  websites  used  in Business No. 2 of Seller;

     (n)  The  entire  right, title, benefit and interest of Seller now existing
          or  hereafter  arising,  in  or  to  all  indemnities,  guaranties,
          warranties,  claims  and  chooses  of  action  of Seller against other
          parties  with  respect  to Purchased Assets No. 2, including by way of
          example  and  not  limitation, any rights under insurance policies and
          any other rights thereunder, but only with respect to Purchased Assets
          No.  2;

     (o)  Originals or copies of Seller's books, records, files, correspondence,
          manuals,  documents,  agreements,  lists and other writings used in or
          relating  to  Business  No.  2,  including paid accounts payable, paid
          accounts  receivable,  purchase,  sales,  customer,  representative,
          marketing,  advertising, distribution, operations, personnel, research
          and  development  records,  data,  information  and  materials;

     (p)  Seller's rights under the agreements set forth in Schedule 2.3(p) with
          respect  to  the  parties  set  forth  therein, pursuant to which such
          parties  agreed  not  to  disclose,  use  or  communicate  information
          regarding such parties' business (which is part of Business No. 2) and
          not  to  engage in certain activities competitive with Business No. 2;
          and


                                      E18
<PAGE>
     (q)  All  other  fees,  assets, property, business and going concern value,
          and  rights  of  Seller  (including  the  rights  under  covenants  or
          agreements not to disclose confidential information or not to compete,
          if  any)  and  rights  under the respective asset purchase agreements,
          stock  purchase  agreements or other documents set forth on Disclosure
          Schedule  2.3(q)  (and  related  documents)  pursuant  to which Seller
          acquired  certain  of  the  assets  of  the  parties set forth in such
          Disclosure  Schedule.

2.4  Excluded  Assets.
     ----------------

     The Excluded Assets are set forth on Exhibit B hereto.

2.5  Lease  Agreements.
      ----------------

     Seller is the lessee under certain lease agreements calling for payments of
     more  than  $5,000.00  per  year  covering  the following real and personal
     properties  as set forth on Disclosure Schedule 2.5. At the Closing, Seller
     and  Purchaser  No.  1  or  Purchaser  No.  2  shall  execute  necessary
     documentation  for the assignment of these leases and all of Seller's right
     and  interest  thereunder  to  Purchaser  No.  1 and/or Purchaser No. 2, as
     agreed  upon  by  the parties. Purchaser No. 1 and Purchaser No. 2 agree to
     indemnify  and  hold Seller harmless from any liability with respect to the
     aforementioned  leases occurring after the Closing Date which is assumed by
     such  party.  To  the extent that the assignment of any lease shall require
     the  consent  of other parties thereto, this Agreement shall not constitute
     an  assignment  thereof and Seller shall obtain any such necessary consents
     or assignments by the Closing, or as reasonably possible after the Closing.


                                      E19
<PAGE>
2.6  Instruments  of  Transfer.
     -------------------------

     Except  as  otherwise  provided  herein, at Closing, Seller will deliver to
     Purchaser  No.  1  and  Purchaser  No. 2, respectively, such bills of sale,
     endorsements,  assignments  and  other  good  and sufficient instruments of
     transfer  and  assignment  as shall be effective to vest in Purchaser No. 1
     and  Purchaser  No.  2,  as  applicable,  good title and interest in and to
     Purchased  Assets  No.  1  and  Purchased Assets No. 2, respectively. At or
     after  the  Closing, but without further consideration, Seller will execute
     and  deliver  to  Purchaser  No. 1 and Purchaser No. 2, as applicable, such
     further  instruments  of conveyance and transfer and take such other action
     as  Purchaser  No. 1 and/or Purchaser No. 2 may reasonably request in order
     to more effectively convey and transfer to Purchaser No. 1 and/or Purchaser
     No.  2,  as  applicable, 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 and each
     Shareholder agree to use commercially reasonable efforts without additional
     cost  to them to obtain and deliver to Purchaser No. 1 and Purchaser No. 2,
     as  applicable,  such  consents,  approvals, assurances and statements from
     third  parties  as  Purchaser No. 1 and Purchaser No. 2, as applicable, may
     reasonably require in a form reasonably satisfactory to Purchaser No. 1 and
     Purchaser  No.  2.  In  addition  to  the foregoing, Seller will deliver to
     Purchaser  No. 1 and Purchase No. 2, as applicable, the originals or copies
     of  all  of  Seller's  books,  records and other data relating to Purchased
     Assets  No.  1 and Purchased Assets No. 2, respectively; and simultaneously
     with  such  delivery,  Seller shall take all such acts as may be reasonably
     necessary  to  put  Purchaser  No.  1  in  actual possession, and operating
     control  of  Purchased  Assets  No.  1  and  put  Purchaser No. 2 in actual
     possession,  and  operating control of Purchased Assets No. 2. Seller shall
     cooperate  with Purchaser No. 1 and Purchaser No. 2 to permit such parties,
     if  possible,  to  enjoy such Seller's ratings and benefits under workmen's
     compensation  laws  and  unemployment  compensation  laws  to  the  extent
     permitted  by  such  laws.

2.7  Instruments  Giving  Certain  Powers  and  Rights.
     -------------------------------------------------

     At  the  Closing,  Seller  shall, by appropriate instrument, constitute and
     appoint  Purchaser  No.  1 and Purchaser No. 2, their respective successors
     and  assigns,  the  true  and  lawful attorney of Seller with full power of
     substitution,  in  the  name  of Purchaser No. 1 and/or Purchaser No. 2, as
     applicable,  or  the  name  of  Seller, on behalf of and for the benefit of
     Purchaser No. 1 and Purchaser No. 2, as applicable, to collect all accounts
     receivable  and/or vendor receivables and other items being transferred and
     assigned  to  Purchaser  No.  1  and/or  Purchaser No. 2, as applicable, as
     provided  herein,  to  endorse, without recourse, any and all checks in the
     name  of  Seller the proceeds of which Purchaser No. 1 and/or Purchaser No.
     2,  as applicable, is entitled to hereunder, to institute and prosecute, in
     the  name  of  Seller  or  otherwise, all proceedings which Purchaser No. 1
     and/or Purchaser No. 2, as applicable, may deem proper in order to collect,
     assert  or enforce any claim, right or title of any kind in or to Purchased
     Assets  No.  1  and/or Purchased Assets No. 2, as applicable, to defend and
     compromise  any and all actions, suits and proceedings in respect of any of
     Purchased Assets No. 1 and/or Purchased Assets No. 2, as applicable, and to
     do  all  such  acts  and  things in relation thereto as such party may deem
     advisable.  Purchaser  No.  1  and/or Purchaser No. 2, as applicable, shall
     provide  Seller  with  notice  of any collection action(s) instituted by it
     under  this  provision. Seller agrees that the foregoing powers are coupled
     with  an  interest  and  shall  be  irrevocable  by the Seller, directly or
     indirectly,  by  the  dissolution  of  Seller  or  in any manner or for any
     reason.  Seller further agrees that Purchaser No. 1 and/or Purchaser No. 2,
     as  applicable,  shall  retain  for  its own respective account any amounts


                                      E20
<PAGE>
     collected  pursuant  to  the  foregoing  powers,  and  Seller  shall pay or
     transfer  to  Purchaser  No.1 and/or Purchaser No. 2, as applicable, if and
     when  received,  any  amounts  which  shall be received by Seller after the
     Closing  in  respect  of  any such receivables or other assets, properties,
     rights or business to be transferred and assigned to Purchaser No. 1 and/or
     Purchaser  No.  2,  as  provided herein. Seller further agrees that, at any
     time  or  from time to time after the Closing, it will, upon the request of
     Purchaser  No.  1  and/or Purchaser No. 2 and without additional expense to
     Seller,  do,  execute,  acknowledge  and deliver, or will cause to be done,
     executed,  acknowledged  or  delivered,  all  such further reasonable acts,
     assignments, transfers, powers of attorney or assurances as may be required
     in  order  to  further  transfer,  assign,  grant,  assure  and  confirm to
     Purchaser No. 1 and/or Purchaser No. 2, as applicable, or to aid and assist
     in  the  collection  or  granting  of  possession by Purchaser No. 1 and/or
     Purchaser No. 2, as applicable, of any of the Purchased Assets No. 1 and/or
     the  Purchased  Assets  No.  2,  or  to  vest  in  Purchaser No. 1 good and
     marketable  title  to Purchased Assets No. 1 and to vest in Purchaser No. 2
     good  and  marketable  title  to  Purchased  Assets  No.  2.

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


                                       3.
                            ASSIGNMENT OF LIABILITIES
                            -------------------------

3.1  Liabilities  to  be  Paid  Off at Closing or Assumed by Purchaser No. 1.
     -----------------------------------------------------------------------

     A.   At the Closing, Purchaser No. 1 shall pay off or discharge when due as
          to  Section  3.1.A.(ii)  (and  secure  the  release  of  Seller  and
          Shareholder  from  any  and  all  personal  liability or guaranty with
          respect  to  such  obligation),  the  following:

          (i)  Seller's  obligation  to BB&T under a floor plan credit facility,
               the  outstanding  amount  of  which  on August 31st, 2001 is Nine
               Hundred  Sixty-One  Thousand  Four  Hundred  Twenty-Six  Dollars
               ($961,426.00),  plus accrued interest, and as of the Closing Date
               is $469,051.54, which is collateralized by a security interest in
               Seller's  assets;

          (ii) All  of  the  trade  accounts  payable  of the Seller relating to
               Business  No.  1  incurred  in  the  ordinary  course of business
               consistent  with Seller's prior practices, the outstanding amount


                                      E21
<PAGE>
               of  which  was  $2,701,538.00 on August 31st, 2001, and as may be
               incurred,  increased  or decreased since August 31st, 2001 to the
               Pro  Forma  Balance  Sheet  No.  1 for operations in the ordinary
               course  of  business.

     The  Assumed  Liabilities to be paid off as set forth in Section 3.1 A., as
     may  be  incurred,  increased  or decreased since the August 31st, 2001 Pro
     Forma  Balance  Sheet  No.  1  to  the  Pro  Forma  Balance Sheet No. 1 for
     operations  in  the  ordinary  course  of business or any other transaction
     permitted  by  this  Agreement,  and subject to the satisfaction of the Net
     Asset  Amount  No.  1  requirement  set  forth  in Section 4.1(d) as of the
     Closing  Date.

     It  is intent of the parties that Purchaser No. 1 shall pay off at Closing,
     or  assume and pay off or discharge when due, all obligations of Seller set
     forth  in  Section  3.1  A  above  for  which  any Shareholder has personal
     liability  and Purchaser No. 1 agrees to use its best efforts to secure the
     release  of  the Shareholders from such liability after the Closing if such
     releases  are  not  secured  prior  to  Closing.


3.2  Liabilities  to  be  Paid  Off at Closing or Assumed by Purchaser No. 2.
     -----------------------------------------------------------------------

     At  the Closing, Purchaser No. 2 shall assume and pay off or discharge when
     due (and secure the release of Seller and the Shareholders from any and all
     personal  liability  or  guaranty  with  respect  to  such obligation), the
     following:

     A.   All  of  the trade accounts payable of the Seller relating to Business
          No.  2  incurred  in  the  ordinary course of business consistent with
          Seller's  prior  practices,  the  outstanding amount of which is $0 on
          August  31st,  2001,  and  as  may be incurred, increased or decreased
          since  August  31st,  2001  for  operations  in the ordinary course of
          business  or  any  other  transaction  provided by this Agreement, and
          subject  to the satisfaction of the Net Asset Amount No. 2 requirement
          set  forth  in  Section  4.1(d)  as  of  the  Closing  Date.

3.3  Executory  Contracts  to  be  Assumed  by  Purchaser  No.  1.
     ------------------------------------------------------------

     At the Closing, Purchaser No. 1 shall assume and pay, perform and discharge
     when  due  the  following:

     (i)  All  of  the  obligations  and liabilities of Seller arising after the
          Closing  under  the  contracts  described  in  Section  2.2.

     (ii) All  future  liabilities for merchandise in transit FOB shipping point
          relating  to Business No. 1 which has not been received and/or entered
          into  inventory  by  Seller  and  for which no bill has been posted by
          Seller  as  of  the  Closing.

3.4  Executory  Contracts  to  be  Assumed  by  Purchaser  No.  2.
     ------------------------------------------------------------

     At the Closing, Purchaser No. 2 shall assume and pay, perform and discharge
     when  due  the  following:


                                      E22
<PAGE>
     (i)  All  of  the  obligations  and liabilities of Seller arising after the
          Closing  under  the  contracts  described  in  Section  2.3.

     (ii) All  future  liabilities for merchandise in transit FOB shipping point
          relating  to Business No. 2 which has not been received and/or entered
          into  inventory  by  Seller  and  for which no bill has been posted by
          Seller  as  of  the  Closing.

3.5  Excluded  Liabilities.
     ---------------------

     Purchaser  No. 1 and Purchaser No. 2 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 of Seller (a
     "Liability")  of  Seller  except  Assumed  Liabilities  No.  1  and Assumed
     Liabilities  No.  2  that  are  specifically assumed by such party. Without
     limiting  the generality of the foregoing, the following are included among
     the  Liabilities  of  Seller which Purchaser No. 1 and Purchase No. 2 shall
     not  assume  or  become  responsible  for  (unless specifically included as
     Assumed  Liabilities  No.  1  or  Assumed  Liabilities  No.  2):

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

     (b)  all  Liabilities  to  any  current  or former shareholders, directors,
          officers,   employees   or   agents   of  Seller,  including,  without
          limitation,  all  Liabilities  of  Seller  for wages, salary, bonuses,
          commissions,  vacation  or  severance  pay,   deferred   compensation,
          retirement  pay,  profit  sharing  or  pension   benefits,   and   all
          Liabilities   arising  under  any   bonus,   commission,   salary   or
          compensation  plans  or arrangements, whether accruing prior to, on or
          after  the  Closing  Date,  including  without   limitation   Seller's
          obligations  under  its  Bonus  Point  Plan;

     (c)  all  Liabilities  of  Seller 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's
          employees,  prior  to,  on  or  after the Closing Date against Seller;

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

     (e)  all  Liabilities  of  Seller  arising under or by virtue of federal or
          state  environmental  laws  based  on  or  arising  from  occurrences,
          circumstances  or  events,  or  exposure  to  conditions,  existing or


                                      E23
<PAGE>
          occurring  prior  to  the  Closing Date and for which any claim may be
          asserted  prior  to,  on  or  after  the  Closing  Date;

     (f)  all  Liabilities  of  Seller  including  any  costs of attorneys' fees
          incurred  in  connection therewith, for litigation, claims, demands or
          governmental  proceedings  arising  from occurrences, circumstances or
          events,  or  exposure to conditions occurring or existing prior to the
          Closing  Date,  and which may be asserted or commenced prior to, on or
          after  the  Closing  Date;

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

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

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

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

     (k)  all Liabilities of Seller incurred incident to any indemnification for
          breach  of  any  representations,  warranties,  covenants,  or  other
          agreements  made  by  Seller  under  any of the asset purchase, stock,
          reorganization,  or  other  legal  transaction(s)  of  Seller;

     (l)  all  Liabilities  of Seller with respect to any loans or advances made
          by  the  Shareholders  or  any  Affiliate  to  Seller;

     (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 No. 1 of Seller and/or
          Business  No.  2  of Seller prior to the Closing Date, except only for
          the  liabilities  and  obligations to be assumed or paid, performed or
          discharged  by  Purchaser  No.  1  and/or Purchaser No. 2 constituting
          Assumed  Liabilities  No.  1  or  Assumed  Liabilities  No.  2;  and

     (n)  all  Liabilities  of Seller with respect to any unpaid sales tax as of
          the  Closing  Date  related  to  accounts  receivable as of such date.

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


                                      E24
<PAGE>
It  is the intent of the parties that upon Closing, all employees of Seller will
be  terminated  by  Seller  and  Purchaser  No. 1 or Purchaser No. 2 will extend
offers  of  employment  to  all  such  individuals.


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

4.1  Purchase  Price  No.  1  for  Purchased  Assets  No.  1.
     -------------------------------------------------------

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

     (a)  Two  Million  Nine Hundred Sixty-Three Thousand Eight Hundred Seventy-
          Seven  Dollars  and Sixty-Eight Cents ($2,963,877.68), less the amount
          of  any  funded indebtedness as of the Closing Date in excess of Eight
          Hundred  Ninety-Two  Thousand  Eight  Hundred  Seventy-Four  Dollars
          ($892,874.00).

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

     (c)  Any  amount that may be paid pursuant to Section 4.6 that is allocated
          to  Purchase  Price  No.  1.

     The amount set out in Section 4.1(a) above shall be adjusted by the amounts
     determined  under  Sections  4.1(d)  and/or  (e),  as  follows:

     (d)  If  Net Asset Amount No. 1 and Net Asset Amount No. 2 of the Seller in
          the  aggregate,  as  of  the  Closing  Date  as shown on the Pro Forma
          Balance Sheet No. 1 and the Pro Forma Balance Sheet No. 2 is less than
          Two  Hundred  Seventy-Three  Thousand Seven Dollars ($273,007.00), the
          Purchase  Price  No.  1  and  Purchase  Price  No.  2 (to be allocated
          according  to  the  respective  percentages determined by the parties)
          shall  be  decreased  on  a  dollar-for-dollar  basis  equal  to  the
          difference  between $273,007.00 and such amount. In the event that Net
          Asset  Amount  No.  1 and Net Asset Amount No. 2 of the Seller, in the
          aggregate  as  of  the  Closing  Date, is greater than $273,007.00, no
          increase  to Purchase Price No. 1 and/or Purchase Price No. 2 shall be
          made  under this Section 4.1(d). The determination of Net Asset Amount
          No.  1 and Net Asset Amount No. 2 shall be made in the manner provided
          for  in  Section  5.1  hereof.

     (e)  If  the  account receivable owed Seller by Performaworks in the amount
          of  Four  Hundred Eighteen Thousand Five Hundred Dollars ($418,500.00)
          is not paid to Purchaser No. 1 in whole or in part within one (1) year
          of  the  Closing,  the  Purchase  Price  shall  be  decreased  on  a
          dollar-for-dollar  basis  equal  to the difference between $418,500.00
          and  the amount of such receivable collected by Purchaser No. 1 during
          said  period.  The  first  $209,250.00  of such receivable that is not
          collected  shall be paid to Purchaser No. 1 from the funds held in the
          escrow  fund with interest earned thereon as set forth in Section 4.3.
          The  other  one-half  (1/2)  of  such receivable that is not collected
          shall  be  offset  against  the  amount owed Seller by Purchaser No. 1


                                      E25
<PAGE>
          under  the  Subordinated  Promissory Note as set forth in Section 4.3.
          The  determination  of the collectability of the Performaworks account
          receivable  shall  be  made  in the manner provided for in Section 5.2
          hereof.

4.2  Purchase  Price  No.  2  for  Purchased  Assets  No.  2.
     -------------------------------------------------------

     Subject  to  the  other  terms  of  this  Agreement, the Purchase Price for
     Purchased  Assets  No.  2  shall  be  the  sum  of:

     (a)  Ninety-One Thousand Six Hundred Sixty-Six Dollars and Thirty-Two Cents
          ($91,666.32);

     (b)  The  liabilities assumed or paid off at Closing under Section 3.2; and

     (c)  Any  amount that may be paid pursuant to Section 4.6 that is allocated
          to  Purchase  Price  No.  2.

          The  amount  set  out in Section 4.2(a) above shall be adjusted by the
          amounts  determined  under  Section  4.2(d)  as  follows:

     (d)  Purchase  Price No. 2 shall be decreased by the portion of any deficit
          in the Net Asset Amount No. 1 and Net Asset Amount No. 2 of Seller, if
          any,  allocated  to  Purchase  Price  No.  2  under  Section  4.1(d).

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

     Subject  to  the  conditions,  covenants,  representations  and  warranties
     hereof,  at  Closing,  Purchaser  No.  1  shall  deliver:

     (a)  By  certified  or  bank cashier's check or by wire transfer to Seller,
          the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred
          Fifty-Two  Dollars  ($1,462,552.00),  less  the  amount  of  funded
          indebtedness  in  excess  of $892,874.00. The parties acknowledge that
          Purchaser  No.  1  is  receiving  a  projected credit in the amount of
          $295,262.00  for  the projected deficit in the 4.1(d) Net Asset Amount
          determination  with  any further adjustment being made pursuant to the
          provisions of Section 5.1. In addition, Purchaser No. 1 is receiving a
          projected credit in the amount of $68,552.00 predicated on a projected
          deficit  in  the  amount  of  funded  indebtedness  in  excess  of the
          threshold  amount.

     (b)  By  certified or bank cashier's check or by wire transfer to Lindhorst
          &  Dreidame  Co.,  LPA,  the  amount  of Two Hundred Nine Thousand Two
          Hundred  Fifty  Dollars  ($209,250.00),  which  funds  shall  be  held
          pursuant  to  the  terms  of  the  Escrow Agreement attached hereto as
          Exhibit  D.

     (c)  The  remaining sum of Nine Hundred Twenty-Seven Thousand Eight Hundred
          Seventy-Two  Dollars ($927,872.00) shall be payable to Seller pursuant
          to  the terms of Purchaser No. 1's Subordinated Promissory Note in the
          form attached hereto as Exhibit E. The note shall bear interest at the
          prime  rate  of  Chase  Manhattan  Bank as of the date of Closing. The
          principal  of  the  note  shall  be  payable  in  two (2) equal annual


                                      E26
<PAGE>
          installments,  with  the first principal payment being due and payable
          on  the  first  annual  anniversary  of the Closing, and the remaining
          principal  payment  being  due  and  payable  on  the  second  annual
          anniversary  date  of  the  Closing.  Interest on the unpaid principal
          balance  of  the  note shall be paid quarterly with the first interest
          payment being due and payable ninety (90) days from Closing. Such note
          and all obligations of Purchaser No. 1 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 Deutsche
          Financial Services Corporation, as Administrative Agent for itself and
          other  lenders,  and  Purchaser  No. 1 and Seller in the form attached
          hereto  as  Exhibit  F.

     (d)  The  Assumed  Liabilities No. 1 assumed or paid off under Section 3.1.



4.4  Payment  of  the  Purchase  Price  for  Purchased  Assets  No.  2.
     -----------------------------------------------------------------

     Subject  to  the  conditions,  covenants,  representations  and  warranties
     hereof,  at  Closing,  Purchaser  No.  2  shall  deliver:

     (a)  By  certified  or  bank cashier's check or by wire transfer to Seller,
          the  amount  of  Ninety-One Thousand Six Hundred Sixty-Six Dollars and
          Thirty-Two  Cents  ($91,666.32);

     (b)  The  Assumed  Liabilities No. 2 assumed or paid off under Section 3.2.

4.5  Allocation  of  Purchase  Price.
     -------------------------------

     Purchase  Price  No.  1  to  be paid to the Seller hereunder, including the
     liabilities  assumed  or  paid  by Purchaser No. 1 pursuant to Section 3.1,
     shall  be  allocated  as  set  forth on Exhibit G attached hereto. Purchase
     Price  No.  2 to be paid to the Seller hereunder, including the liabilities
     assumed  or  paid  by  Purchaser  No.  2  pursuant to Section 3.2, shall be
     allocated  as  set  forth on Exhibit G-1 attached hereto. Seller, Purchaser
     No.  1, Purchaser No. 2 and each Shareholder agree that each shall act in a
     manner  consistent with such allocation in (a) filing Internal Revenue Form
     8594;  and  (b) in paying sales and other transfer taxes in connection with
     the  purchase  and  sale  of  assets  pursuant  to  this  Agreement.

4.6  Potential  Adjustment  to  Purchase  Price.
     ------------------------------------------

     If  the  earnings  before  interest,  taxes,  depreciation and amortization
     ("EBITDA")  of  the  Purchaser  No.  1's  and  Purchaser  No.  2's  System
     5/Ballantyne  Divisions  in  the  aggregate during any of fiscal years 2002
     (January  6,  2002 to January 5, 2003), 2003 and 2004 exceed the applicable
     EBITDA  threshold  for  such  year  set  forth  below:

          Fiscal  Year  2002  -        $1,358,744
          Fiscal  Year  2003  -        $1,358,744
          Fiscal  Year  2004  -        $1,358,744


                                      E27
<PAGE>
     Purchaser No. 1 and Purchaser No. 2 (according to the percentages set forth
     below)  shall  pay  Seller, by bank check or wiring within ninety (90) days
     following  the  end  of the fiscal year, an amount equal to 57.40% of fifty
     percent  (50%)  of  the aggregate EBITDA of Purchaser No. 1's and Purchaser
     No. 2's System 5/Ballantyne Divisions in excess of the EBITDA Threshold for
     the  applicable  year,  subject to a cumulative limitation of Three Million
     Two  Hundred  Seventy-One  Thousand  Nine  Hundred  Seventy-Four  Dollars
     ($3,271,974.00)  during  such aggregate period. Any EBITDA shortfall in any
     year  shall  not  be  offset  against  any  excess EBITDA in any subsequent
     year(s)  hereunder,  it  being  the  intent  of the parties that the EBITDA
     Threshold  set forth herein shall apply to each applicable year separately,
     subject, however, to the cumulative limitation of Three Million Two Hundred
     Seventy-One  Thousand  Nine  Hundred  Seventy-Four  Dollars ($3,271,974.00)
     during  such  aggregate  period.  Such  cash payment by Purchaser No. 1 and
     Purchaser No. 2 shall be additional Purchase Price No. 1 and Purchase Price
     No.  2, in the proportions set forth below, which will be added to the good
     will  allocation  of  Purchase Price No. 1 and Purchase Price No. 2, in the
     proportions  set  forth  below,  provided,  however, Purchaser No. 1 and/or
     Purchaser  No. 2 shall not be liable to pay to Seller the first Two Hundred
     Ninety-Five Thousand Two Hundred Sixty-Two Dollars ($295,262.00), as may be
     adjusted  pursuant  to  the  provisions  of Section 5.1, that may be earned
     under this Section 4.6, it being the intent of the parties that such amount
     to  the  extent earned hereunder shall not be due and payable to Seller but
     rather  Purchaser  No.  1  and/or  Purchaser  No. 2 shall be entitled to an
     offset  against  any  amount  owing  hereunder  until it has recovered such
     amount. Commencing upon the earlier of February 1, 2002 or the installation
     of  the  Astea  (MAS  and  Accounting)  System at the Purchaser No. 1's and
     Purchaser  No. 2's System 5/Ballantyne Division, a 1.5% MAS royalty fee and
     a  .3%  Ad  Fund  royalty  fee  on gross sales by the Purchaser No. 1's and
     Purchaser  No.  2's  System 5/Ballantyne Division shall be made incident to
     said  determination.  The parties shall exercise good faith in effectuating
     the implementation of said Astea Accounting System at Purchaser No. 1's and
     Purchaser No. 2's System 5/Ballantyne Division. In the event the Astea (MAS
     and  Accounting)  System  is not implemented by February 1, 2002 because of
     the  determination  of Purchaser No. 1 and/or Purchaser No. 2, the 1.5% MAS
     royalty  free and the .3% Ad Fund royalty fee shall not be made incident to
     said  EBITDA  determination until said Astea (MAS and Accounting) System is
     installed  at  the  Purchaser  No.  1's  and  Purchaser  No.  2's  System
     5/Ballantyne  Division.  For  each  subsequent year described above in this
     paragraph  for which Purchaser No. 1 and Purchaser No. 2 may be required to
     pay  additional  Purchase  Price  No.  1  and  Purchase Price No. 2, in the
     proportions  set  forth below, the parties shall, in good faith, agree upon
     the  MAS  royalty  fee  and the Ad Fund royalty fee to be charged hereunder
     based  on the level of services and support being provided by Purchaser No.
     1  and  Purchaser  No.  2  to its respective System 5/Ballantyne Divisions.
     Provided,  however,  such  MAS  royalty  fee  shall be 1.5% and the Ad Fund
     royalty  fee shall be .3% if the parties are unable to come to an agreement
     for  each  subsequent  year. For purposes of this Section, the term "System
     5/Ballantyne Divisions" shall be defined as Business No. 1 and Business No.
     2  acquired  from  Seller  by  Purchaser  No.  1  and  Purchaser  No.  2,
     respectively,  and  the business acquired from Ballantyne Consulting Group,
     Inc.  by  Purchaser  No.  2 pursuant to an Asset Purchase Agreement of even
     date.  It shall not include any EBITDA from any business of Purchaser No. 1
     or  Purchaser No. 2 from any of its other branches that is relocated to the
     System  5/Ballantyne  Divisions  unless  it  is mutually agreed upon by all
     parties  to  include  such EBITDA within the System 5/Ballantyne Divisions.
     Purchaser  No.  1 and Purchaser No. 2 shall pay their respective percentage
     of  any  amounts due hereunder, which percentage shall be predicated on the
     respective  EBITDA  contribution  made by each of their System 5/Ballantyne
     Divisions  to  the  computation  set  forth  above.


                                      E28
<PAGE>
     For  purposes  of  this  Section, the term "EBITDA" shall mean the earnings
     before  interest, taxes, depreciation and amortization of Purchaser No. 1's
     and  Purchaser  No. 2's System 5/Ballantyne Divisions during the applicable
     period.  The  EBITDA  shall  be  determined  by  the  internally-generated
     financial  statements  of Purchaser No. 1 and Purchaser No. 2 determined in
     the manner set forth above in accordance with generally accepted accounting
     principles, consistently applied, provided that no effect shall be given to
     any  gain  or  loss attributable to sale of assets by Purchaser No. 1's and
     Purchaser  No. 2's System 5/Ballantyne Divisions not in the ordinary course
     of  business. Said determination of EBITDA shall be subject to verification
     as described below. In addition, for purposes of determining EBITDA for any
     particular  year,  except as noted above, no item of income or expense will
     be  allocated  by  Purchaser  No. 1 or Purchaser No. 2 to Purchaser No. 1's
     and/or  Purchaser  No.  2's System 5/Ballantyne Divisions unless such items
     are  initially  agreed  to  be  reasonably  calculated to contribute to the
     increase  in  profits  of  Purchaser  No.  1's and Purchaser No. 2's System
     5/Ballantyne  Divisions,  it  being  the  intent  of  the  parties that the
     Purchaser  No.  1  and Purchaser No. 2 shall exercise the utmost good faith
     with  respect to allocations of income and expense to Purchaser No. 1's and
     Purchaser  No.  2's  System  5/Ballantyne  Divisions.  Incident  to  the
     determination  of  EBITDA of Purchaser No. 1's and Purchaser No. 2's System
     5/Ballantyne  Divisions, no compensation of any executive or other employee
     of  Purchaser  No.  1 and/or Purchaser No. 2 or their respective affiliates
     who  do  not  work  directly for Purchaser No. 1's and/or Purchaser No. 2's
     System  5/Ballantyne  Divisions  shall  be  allocated  to such division. No
     payment  made  to  Seller  pursuant  to  this Section 4.6, nor any legal or
     accounting  costs  of the transaction contemplated by this Agreement, shall
     be  charged  against  the  EBITDA for any year. No severance payable to any
     Shareholders  of  Seller  pursuant  to their Employment Agreements shall be
     charged  against  the  EBITDA  for  any  year  in the event Shareholder was
     terminated  without  cause and all the parties mutually agree that the cost
     of said severance pay should not be charged against the EBITDA for any such
     year.  All  compensation  payable  to  Shareholders  under their respective
     Employment  Agreements  shall be deducted in determining the EBITDA for any
     years,  unless  as  otherwise  set  forth  above.

     Within  ninety  (90)  days  after  the  end  of  each fiscal year or period
     described  herein,  Purchaser  No.  1  and  Purchaser No. 2 will deliver to
     Seller  a  copy  of  the  report  of EBITDA prepared by Purchaser No. 1 and
     Purchaser  No.  2  for  the  subject  period  along  with  any  supporting
     documentation  reasonably  requested  by  Seller.  Within  thirty (30) days
     following delivery to Seller of such report, Seller shall have the right to
     object in writing to the results contained in such determination. If timely
     objection  is  not made by Seller to such determination, such determination
     shall  become  final  and binding for purposes of this Agreement. If timely
     objection  is  made  by  Seller  to  Purchaser No. 1 and Purchase No. 2 and
     Seller  and  Purchaser  No. 1 and Purchaser No. 2 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  to Purchaser No. 1 and Purchaser No. 2 and Seller and Purchaser No.
     1  and  Purchaser  No. 2 are unable to resolve their differences in writing
     within thirty (30) days following the expiration of the thirty-day (30-day)
     period, then all disputed accounting matters pertaining to the report shall
     be  submitted  to  and  reviewed  by an arbitrator (the "Arbitrator") which
     shall  be  an  independent  accounting firm selected by Purchaser No. 1 and
     Purchaser  No.  2  and  Seller.  If Purchaser No. 1 and Purchaser No. 2 and
     Seller  are  unable to agree promptly on an accounting firm to serve as the
     Arbitrator,  each  shall select by no later than the 30th day following the
     expiration  of  the  sixty-day (60-day) period, an accounting firm, and the
     two  selected  accounting  firms  shall  be  instructed  to select promptly
     another  independent  accounting firm, such newly selected firm to serve as
     the  Arbitrator. The Arbitrator shall consider only the disputed accounting


                                      E29
<PAGE>
     matters  pertaining  to the determination and shall act promptly to resolve
     all  disputed  accounting  matters,  and  its  decision with respect to all
     disputed  accounting  matters  shall  be  final and binding upon Seller and
     Purchaser.  Expenses  of  the  Arbitration shall be borne one-half (1/2) by
     Purchaser  No.  1  and  Purchaser  No. 2 and one-half (1/2) by Seller. Each
     party  shall  be  responsible for its own attorney and accounting fees. The
     resolution  of any disputed legal matters pertaining to the report shall be
     subject  to  judicial  review.

4.7  Certain  Closing  Expenses.
     --------------------------

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


                                       5.
                      CLOSING AND POST-CLOSING ADJUSTMENTS
                      ------------------------------------


                                      E30
<PAGE>
     5.1  Within  sixty  (60)  days  after  the  Closing Date (the "Post Closing
          Date"),  Seller's  Accountant  will  deliver  to Purchaser No.1 and to
          Purchaser  No. 2 copies of Pro Forma Balance Sheet No. 1 and Pro Forma
          Balance  Sheet  No.  2,  respectively, prepared by Seller's Accountant
          along  with  any  supporting  documentation  reasonably  requested  by
          Purchaser  No.  1 or Purchaser No. 2 reflecting Net Asset Amount No. 1
          and Net Asset Amount No. 2 as of the Closing which shall be defined as
          the  total of the Purchased Assets No. 1 less the total of the Assumed
          Liabilities  No.  1  relating  to  Business No. 1, as reflected on Pro
          Forma Balance Sheet No. 1 (the "Net Asset Report No. 1") and the total
          of  the  Purchased  Assets  No.  2  less  the  total  of  the  Assumed
          Liabilities  No.  2  relating  to  Business No. 2, as reflected on Pro
          Forma  Balance  Sheet  No.  2  (the "Net Asset Report No. 2"). The Pro
          Forma  Balance Sheet No. 1 and the Pro Forma Balance Sheet No. 2 shall
          be prepared using the same accounting methods, policies, practices and
          procedures,  with  consistent  classifications, judgments, estimations
          and  methodologies as used in the preparation of the August 31st, 2001
          Pro  Forma  Balance  Sheet  No.  1 and the August 31st, 2001 Pro Forma
          Balance  Sheet  No.  2. In determining the Net Asset Amount No. 1, the
          Excluded  Liabilities relating to the sales tax payable of $28,889.00,
          employee benefits payable of $18,733.00, payroll accrual of $45,918.00
          and  a sales commission payable of $34,452.00, which total $127,992.00
          in the aggregate, shall be utilized in the computation notwithstanding
          the  fact  that such items are Excluded Liabilities, as such items may
          be  incurred,  increased  or decreased since the August 31st, 2001 Pro
          Forma  Balance  Sheet  No.  1 to the Pro Forma Balance Sheet No. 1 for
          operations in the ordinary course of business or any other transaction
          permitted  by  this Agreement subject to satisfaction of the Net Asset
          Amount  No.  1  requirements  set  forth  in  Section 4.1(d) as of the
          Closing Date. The parties acknowledge that as of the Closing Date, the
          projected  deficit  in  the  Net Asset Amount No. 1 totaled the sum of
          $590,524.00  and  that  the Purchase Price No. 1 was decreased by this
          amount,  and  the  amount of cash that Purchaser No. 1 was required to
          pay  at the Closing was adjusted by one-half (1/2) of said amount, and
          a  credit  against  any  future  earn-out  payment was established for
          one-half  (1/2)  of  said amount in Section 4.6. If the sum of the Net
          Asset  Amount  No.  1 (as shown on the Net Asset Report No. 1) and the
          Net  Asset  Amount  No.  2 (as shown on the Net Asset Report No. 2) is
          less  than  or  greater  than the projected $590,524.00 deficit as set
          forth  above,  Purchase  Price  No.  1 and Purchase Price No. 2 (to be
          allocated according to the respective percentages as determined by the
          parties)  shall  be  further  increased  or  decreased  on  a
          dollar-for-dollar  basis  for  any upward or downward adjustments from
          the  projected  deficit.  If  the  final  deficit  is greater than the
          projected  difference,  Seller shall pay one-half (1/2) of said amount
          to Purchaser No. 1 by certified or cashier's check, and the additional
          one-half  (1/2)  of  said additional deficit shall increase the amount
          that  shall  be an offset against the Earn-Out as set forth in Section
          4.6.  In  the event the deficit is less than the projected deficit set
          forth  above,  one-half  (1/2)  of  said difference shall be repaid to
          Seller  by  Purchaser  No.  1  from  the  projected credit provided in
          Section  4.3,  and  the  other  one-half (1/2) of such decrease in the
          deficit  from the projected deficit shall reduce the amount that shall
          be  an  offset  against  the  Earn-Out as set forth in Section 4.6. In
          addition,  for  purposes  of  this determination, any charge-offs made
          prior  to  Closing, including but not limited to, the write-off of the
          Physicians  Data  Corp.  account  receivable  in  the  amount of Three
          Hundred  Sixty-One  Thousand Ninety-Five Dollars and Seventy-Six Cents
          ($361,095.76)  shall be included in these determinations. In addition,
          upon  the  Post  Closing Date, the parties shall determine whether any
          adjustments  (either  upward  or downward) shall be made to the funded
          indebtedness  credit  as  it relates to the projected credit initially
          made  under the provisions of Section 4.1 in the amount of $68,552.00,
          based  on  the  final  determination  of whether any projected deficit
          existed, if any, in the amount of the funded indebtedness in excess of
          the  threshold  amount.  For  example,  in  the  event  the  funded


                                      E31
<PAGE>
          indebtedness as of the Closing Date is below the threshold amount, all
          $68,552.00  of  the  projected  credit  given to Purchaser No. 1 under
          Section 4.3(a) at Closing shall be returned to Seller at such time. In
          the  event  the deficit of the funded indebtedness on the Closing Date
          was  greater  than  the projected deficit set forth in Section 4.3(a),
          any additional amount owing shall be paid by Seller to Purchaser No. 1
          at  such time. Within thirty (30) days following delivery to Purchaser
          No.  1  of  Net Asset Report No. 1 and to Purchaser No. 2 of Net Asset
          Report No. 2, Purchaser No. 1 and Purchaser No. 2 shall have the right
          to  object  in  writing  to  the  results contained therein. If timely
          objection is not made by Purchaser No. 1 and/or Purchaser No. 2 to Net
          Asset  Report  No. 1 and/or Net Asset Report No. 2, as applicable, Net
          Asset  Report  No. 1 and Net Asset Report No. 2 shall become final and
          binding for purposes of this Agreement. If timely objection is made by
          Purchaser  No.  1  and/or  Purchaser  No.  2 to Net Asset Report No. 1
          and/or  Net  Asset  Report  No.  2, and the Seller and Purchaser No. 1
          and/or  Purchaser  No.  2,  as  applicable,  are able to resolve their
          differences  in  writing  within  fifteen  (15)  days  following  the
          expiration of such thirty (30) day period, then Net Asset Report No. 1
          and/or  Net  Asset  Report  No. 2, as resolved, shall become final and
          binding  as  it relates to this Agreement. If timely objection is made
          by Purchaser No. 1 and/or Purchaser No. 2, as applicable, to Net Asset
          Report No. 1 and/or Net Asset Report No. 2 and/or Seller and Purchaser
          No.  1  and/or  Purchaser  No. 2, as applicable, are unable to resolve
          their differences in writing within such fifteen (15) day period, then
          all  disputed  accounting matters pertaining to Net Asset Report No. 1
          and/or Net Asset Report No. 2 shall be submitted to and reviewed by an
          arbitrator (the "Arbitrator") which shall be an independent accounting
          firm  selected  by the Seller and Purchaser No. 1 and/or Purchaser No.
          2,  as  applicable.  If  Purchaser  No.  1  and/or Purchaser No. 2, as
          applicable,  and  the  Seller  are  unable  to  agree  promptly on the
          accounting  firm  to serve as the Arbitrator, each shall select by not
          later  than  the seventh (7th) day following the expiration of the Net
          Asset  Report  objection period, an accounting firm, and each selected
          accounting firm shall be instructed to jointly select promptly another
          independent accounting firm, such third accounting firm shall serve as
          the  Arbitrator.  The  Arbitrator  shall  consider  only  the disputed
          accounting  matters  pertaining  to  the  determination  and shall act
          promptly and fairly to resolve all disputed accounting matters and its
          decision  with  respect  to  all  disputed accounting matters shall be
          final  and  binding upon the Seller, Purchaser No. 1 and Purchaser No.
          2,  as  applicable.  The  expenses  of  the arbitration shall be borne
          one-half  (1/2)  by  Purchaser  No.  1  and/or  Purchaser  No.  2,  as
          applicable,  and  one-half  (1/2)  by  the Seller. Each party shall be
          responsible  for  its  own  attorney  and  accounting  fees.

     5.2  To the extent any of the accounts receivable from Performaworks in the
          amount  of  $418,500.00 which, on the first year anniversary following
          the  Closing,  are  uncollected,  such  uncollected  portion  of  such
          accounts  receivable  shall  be considered a bad debt and shall reduce
          the Purchase Price No. 1 as set forth in Section 4.1(e), and Purchaser
          No.  1 shall assign and deliver such uncollected account receivable to
          Seller.  Upon collection or partial collection, or upon the failure to
          collect  all of said receivable, the uncollected amount shall first be
          offset  against  the  Escrow  Fund referenced in Exhibit C, and in the
          event the amount of the uncollected receivable exceeds the $209,250.00
          in  the Escrow Fund, the remaining amount that is uncollected shall be
          offset  against  the Subordinated Promissory Note payable by Purchaser
          No.  1  to Seller. In the event Purchaser No. 1 is able to collect all
          or  a  portion  of any of such account receivable, any remaining funds
          that  remain  in  the  Escrow  Fund shall be returned to Seller with a
          proportionate part of interest thereon at the expiration of the period
          set  forth  above. In the event that any such account shall be paid to
          Purchaser  No.  1  after  assignment  to Seller, Purchaser No. 1 shall
          promptly  deliver  any  such  amounts  received  to  Seller. After the
          Closing,  payments  received from Performaworks shall be first applied


                                      E32
<PAGE>
          to  any  amount  owing  to  Purchaser  No.  1  or  Purchaser No. 2 for
          transactions  arising  after  the Closing Date and thereafter shall be
          applied to the oldest account of Seller that is subject to Section 5.2
          first, unless such account-debtor identifies the invoice against which
          such  payment  is  to  be  applied.


                                       6.
                              EMPLOYMENT AGREEMENTS
                              ---------------------

6.1  Employment  Agreements  of  Shareholders.
     ----------------------------------------

     At  Closing,  Purchaser  No.  1  shall  enter  into  respective  Employment
     Agreements  with  D.  Tweedy  and  P.  Tetreault. Copies of said Employment
     Agreements  are  attached  hereto  and made a part hereof as Exhibits H and
     H-1.


                                       7.
                       COVENANT NOT TO COMPETE AGREEMENTS
                       ----------------------------------

7.1  Covenant  Not  to  Compete  Agreements  of  Seller  and  Shareholders.
     ---------------------------------------------------------------------

     At  Closing,  Seller  and each Shareholder shall enter into Non-Competition
     Agreements  with  Purchaser  No.  1  and  Purchaser  No.  2. Copies of said
     Non-Competition  Agreements  are  attached hereto and made a part hereof as
     Exhibits  I,  I-1,  I-2  and  I-3.


                                       8.
                                 BULK SALES ACT
                                 --------------

8.01  Compliance  with  Bulk  Sales  Act.
      ----------------------------------

     Purchaser No. 1 and Purchaser No. 2 waive compliance with the provisions of
     any  applicable  bulk sales law and the Seller agrees to indemnify and hold
     harmless Purchaser No. 1 and Purchaser No. 2 from any liability incurred as
     a  result  of  the  failure  to so comply, except to liabilities explicitly
     assumed  hereunder  by  Purchaser  No.  1  and/or  Purchaser  No.  2.


                                       9.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                         OF SELLER AND EACH SHAREHOLDER
                         ------------------------------

     Except  as set forth in the Disclosure Schedule attached hereto, Seller and
     Shareholders, jointly and severally, represent and warrant to Purchaser No.
     1 and Purchaser No. 2 that the following statements are true and correct as
     of  the  date  hereof.


                                      E33
<PAGE>
9.1  Organization,  Good  Standing,  Qualification  and  Power  of  Seller.
     ---------------------------------------------------------------------

     Seller  is  a  corporation  duly  organized,  validly  existing and in good
     standing  under  the  laws  of  the  State  of  North  Carolina and has the
     corporate  power  and  authority  to  own,  lease and operate the Purchased
     Assets  No.  1 and the Purchased Assets No. 2 and to conduct Business No. 1
     and  Business  No.  2  currently  being  conducted  by  it.  Seller is duly
     qualified  in  good standing in each of the other jurisdictions in which it
     is  required  by  the  nature  of  its  business  or  the  ownership of its
     properties  to  so  qualify.  Seller  has  no  corporate  subsidiaries. The
     Disclosure  Schedule  correctly  lists,  with  respect  to  Seller,  each
     jurisdiction  in  which  it  is  qualified  to  do  business  as  a foreign
     corporation.

9.2  Capitalization.
     --------------

     The  authorized  capitalization  of  Seller  consists solely of one hundred
     thousand  (100,000) shares of common stock, without par value, of which one
     thousand  fifty-three  (1,053)  shares,  representing  One  Hundred Percent
     (100%)  of  the  issued  stock are currently owned by the Shareholders, are
     fully  paid  and nonassessable and have not been issued in violation of the
     preemptive  rights  of  any  person.  Except as set forth in the Disclosure
     Schedule,  Seller  is  not  obligated  to  issue  or  acquire  any  of  its
     securities,  nor  has it granted options or any similar rights with respect
     to  any  of  its  securities.

9.3  Authority  to  Make  Agreement.
     ------------------------------

     The  Seller and each Shareholder have the full legal power and authority to
     enter into, execute, deliver and perform their respective obligations under
     this  Agreement  and  each  of  the other agreements, instruments and other
     instruments  to  be  delivered  incident hereto ("Other Seller Documents").
     This  Agreement  and  the Other Seller Documents have been duly and validly
     executed  and  delivered  by Seller and each Shareholder, and are the legal
     and  binding  obligation  of  each  of them, enforceable in accordance with
     their  respective  terms, subject to principles of equity, bankruptcy laws,
     and  laws  affecting  creditors' rights generally. The Seller has taken all
     necessary  action  (including action of Seller's Board of Directors and its
     Shareholders)  to  authorize and approve the execution and delivery of this
     Agreement  and  the  Other  Seller  Documents,  the  performance  of  its
     obligations  thereunder  and  the  consummation  of  the  transactions
     contemplated  thereby.


                                      E34
<PAGE>
9.4  Existing  Agreements,  Governmental  Approvals  and  Permits.
     ------------------------------------------------------------

     (a)  The  execution,  delivery  and  performance  of this Agreement and the
          Other  Seller  Documents by the Seller and each Shareholder, the sale,
          transfer,  conveyance, assignment and delivery of the Purchased Assets
          No.  1  to  Purchaser  No.  1  and  of  the  Purchased Assets No. 2 to
          Purchaser  No.  2  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  the  Seller, any Shareholder or Purchased Assets No. 1
          and/or  Purchased  Assets  No.  2,  (ii)  (except  for any of Seller's
          secured  creditors set forth in Sections 3.1 and/or 3.2, whose consent
          shall  be  obtained  prior  to  Closing and except as set forth in the
          Disclosure  Schedule), will not conflict with, or result in the breach
          or  termination of any provision of, or constitute a default under (in
          each case whether with or without the giving of notice or the lapse of
          time  or  both)  the Articles of Incorporation or Bylaws of Seller, or
          any  indenture,  mortgage,  lease, deed of trust, or other instrument,
          contract  or agreement or any license, permit, approval, authority, or
          any  order,  judgment, arbitration award, or decree to which Seller or
          any  Shareholder  is  a party or by which Seller or any Shareholder or
          any  of  their  assets  and  properties  are bound (including, without
          limitation,  the Purchased Assets 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 No. 1 or Business No. 2 of
          Seller  or  of  any Shareholder. Except as disclosed in the Disclosure
          Schedules,  neither  the Seller, nor any Shareholder, nor any of their
          assets  or  properties  (including,  without limitation, the 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
          or  any  Shareholder  from  entering into this Agreement or any of the
          Other  Seller  Documents  or  from  consummating  the  transactions
          contemplated  thereby.

     (b)  Neither  the Seller nor any Shareholders are 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 No. 1 of Purchased Assets No. 1 or by
          Purchaser  No.  2 of Purchased Assets No. 2 in accordance with present
          practices  of  Seller 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 as provided in this Agreement or as disclosed in the Disclosure
          Schedules,  no  approval, authority or consent of, or filing by Seller
          with,  or notification to, any foreign, federal, state or local court,
          authority  or  governmental or regulatory body or agency or any person
          is necessary to authorize the execution and delivery of this Agreement
          or  the Other Seller Documents by Seller or any Shareholder, the sale,
          transfer,  conveyance, assignment and delivery of the Purchased Assets
          No. 1 to Purchaser No. 1 or of Purchased Assets No. 2 to Purchaser No.
          2, or the consummation of the other transactions contemplated thereby,


                                      E35
<PAGE>
          or  to  continue  the  use  and operation of Purchased Assets No. 1 by
          Purchaser No. 1 or Purchased Assets No. 2 by Purchaser No. 2 after the
          Closing  Date.

9.5  Financial  Statements.
     ---------------------

     (a)  Copies  of  the  Financial Statements have been delivered to Purchaser
          No.  1  and Purchaser No. 2. Each of the Financial Statements are true
          and  complete  in  all material respects and were prepared in a manner
          consistent  with  the  Company's  historical  practices throughout the
          periods  indicated  and  fairly  present  in all material respects the
          financial  condition  and  operations  of  Seller as of the respective
          dates  thereof  and  the  results  of  its  operations  and changes in
          financial  position  for  the  respective  periods  then  ended.

     (b)  Except  to the extent reflected, reserved against, or disclosed on Pro
          Forma Balance Sheet No. 1 and/or Pro Forma Balance Sheet No. 2, or the
          Financial  Statements,  or  the Disclosure Schedule, Seller had, as of
          such  date,  no  material  liabilities  or  obligations of any nature,
          whether accrued, absolute, contingent, or otherwise, including without
          limitation,  unfunded pension or other retirement plan liabilities and
          tax  liabilities  whether or not incurred in respect of or measured by
          the  Seller's  income,  for  any  period  prior  to  the  date of said
          Financial  Statements,  or arising out of transactions entered into or
          any  set  of  facts  existing  prior  thereto.  Except  to  the extent
          disclosed  on  the  Disclosure Schedule, there exists no basis for the
          assertion  against  Seller, as of the date of the Financial Statements
          or of Pro Forma Balance Sheet No. 1 and/or Pro Forma Balance Sheet No.
          2,  of any material liability of any nature or in any amount not fully
          reflected,  reserved against, or disclosed in the Financial Statements
          or in Pro Forma Balance Sheet No. 1 and/or Pro Forma Balance Sheet No.
          2.

9.6  Customers.
     ---------

     The  Disclosure  Schedule  includes  a correct list of the twenty-five (25)
     largest  customers  of  Seller  by sales in dollars for each of fiscal year
     2000,  and  January through August of 2001, and the amount of business done
     by the Seller with each such customer for such periods. Except as disclosed
     on  the  Disclosure  Schedule,  to  the  Knowledge  of  Seller  and  the
     Shareholders,  none  of  such current customers of Seller will or intend to
     (a) cease doing business with Seller; or (b) materially alter the amount of
     business  they are presently doing with Seller; or (c) not do business with
     the  Purchaser  No.  1  and/or  Purchaser  No.  2, as applicable, after the
     Closing.


                                      E36
<PAGE>
9.7  Intangible  Property.
     --------------------

     The  Disclosure  Schedule includes an accurate list and summary description
     of  all  patents, franchises, distributorships, registered and unregistered
     trademarks,  trade  names  and  service  marks,  licenses,  brand names and
     company  lists  and  all  applications  for  the foregoing, presently owned
     and/or held (as a licensee or otherwise) by the Seller. The Seller is not a
     licensor in respect to any patents, trade secrets, inventions, shop rights,
     know-how,  trademarks,  trade names, copyrights, or applications therefore.
     The  Disclosure  Schedule  contains an accurate and complete description of
     such intangible property and the items of all licenses and other agreements
     relating  thereto.  All  of  the  above-mentioned  intangibles  used in the
     Seller's  Business  No.  1  and/or  Seller's  Business  No.  2 are the sole
     property  of the Seller and do not require the consent of or consent to any
     other  person  as  a condition to their use or the transaction provided for
     herein  and  do  not  infringe  upon  the  rights  of  others.

9.8  Significant  Agreements.
     -----------------------

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

     (a)  Providing  for payments of more than Five Thousand Dollars ($5,000.00)
          per  year,  other than purchase orders incurred in the ordinary course
          of  business;

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

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

     (d)  Providing  for  a  guarantee or indemnity by Seller, including but not
          limited  to  any  indemnification  provided  under  any asset purchase
          agreement,  stock purchase agreement, or other transaction that Seller
          is  a  party  to;

     (e)  With  any  Affiliate  of  Seller;

     (f)  With any labor union or employees' association connected with Seller's
          Business  No.  1  and/or  Seller's  Business  No.  2;

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


                                      E37
<PAGE>
     (h)  In the nature of a profit sharing, bonus stock option, stock purchase,
          pension,  deferred  compensation,  retirement,  severance,
          hospitalization, insurance or other plan or contract providing benefit
          to  any  person  or  former  director,  officer,  employee,  agent,
          shareholder, consultant, broker or advisor of Seller, or such person's
          dependents,  beneficiaries  or  heirs;

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

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

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


     True  and  correct  copies  of  all  items  so  disclosed in the Disclosure
     Schedule (if written) have been provided or made available to Purchaser No.
     1  and/or  Purchaser  No.  2.  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 to Seller Knowledge claims of material
     default  by  Seller  and  to  Seller's  Knowledge,  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,  or would cause the acceleration of any
     obligation  of any party thereto or the creation of an Encumbrance upon any
     asset  of  Seller.  There  are  no  material  oral contracts, agreements or
     understandings  made by any Shareholder, material to Purchased Assets No. 1
     or  Purchased  Assets  No.  2,  except  such  as have been disclosed in the
     Disclosure  Schedule and for which an accurate summary description has been
     provided.

9.9  Inventory.
     ---------

     Except  as specifically described on the Disclosure Schedule, all inventory
     is  reflected  on the August 31st, 2001 Pro Forma Balance Sheet, and at the
     Closing Date will consist of items of quality and quantity which are usable
     or  saleable in the ordinary course of business of Seller in the conduct of
     Business  No.  1 and/or Business No. 2, and items of below standard quality
     and  items  not  usable  or  saleable  in  the  ordinary course of Seller's
     business  have  been written down in value in accordance with good business
     practices  to  estimated  net  realizable market value or adequate reserves
     have  been provided therefor. The values at which the inventory are carried
     on  the  list  attached  to  the  Disclosure  Schedule  reflect  the normal
     valuation policy of Seller. Except as set forth on the Disclosure Schedule,
     since  August  31st,  2001,  the inventory of Seller has been maintained at
     normal  and  adequate  levels  for  the  continuation of the Business No. 1
     and/or  Business No. 2 in its normal course. No change has occurred in such
     inventory which affects or will affect the usability or salability thereof,
     no  write-downs  or  write-offs of the value of such inventory has occurred
     and  no  additional  amounts  have  been  reserved  with  respect  to  such
     inventories  except  in  each  case  those adjustments made in the ordinary
     course  of  business.  The  Disclosure  Schedule  lists the location of all
     inventory  together with a brief description of the type and amount at each
     location.


                                      E38
<PAGE>
9.10 Accounts  Receivable  and  Vendor  Receivables.
     ----------------------------------------------

     All  accounts  receivable  and  vendor receivables of the Seller which have
     arisen in connection with Business No. 1 and/or Business No. 2 or otherwise
     and  which  are  reflected  on the Financial Statements and all receivables
     which  have  arisen  since August 31st, 2001 through the Closing shall have
     arisen  only  from bonafide transactions in the ordinary course of business
     and represent valid, collectible and existing claims, net of any reserve as
     reflected on the Pro Forma Balance Sheet No. 1 and/or the Pro Forma Balance
     Sheet  No.  2.  Subject to customer credit, the payment of each account and
     vendor  receivable  will  not be subject to any known defense, counterclaim
     condition  (other  than  Seller's  performance  in  the  ordinary course of
     business)  whatsoever.  The Disclosure Schedule hereto accurately lists, as
     of the Closing Date, all receivables arising out of or relating to Business
     No.  1  and/or  Business No. 2, the amount owing and aging of such accounts
     receivable,  the  name  of  the  party from whom such account receivable is
     owing,  any  security  in  favor  of  any  Seller for the repayment of such
     account receivable which Seller purports to have. Seller has made available
     to  Purchaser  No. 1 and Purchaser No. 2 complete and correct copies of all
     instruments,  documents  and agreements evidencing such accounts receivable
     and  of all instruments, documents or agreements (if any) creating security
     therefore.  The parties acknowledge that Seller is making no representation
     as  to  the  Performaworks  account  receivable  that  is  subject  to  the
     arrangement  set  forth  and  described  in  Section  5.2.

9.11 Taxes.
     -----

     Except  as  to  Taxes  not  yet  due  and payable, and except for Taxes the
     payment  of which is being diligently contested in good faith and by proper
     proceedings  and  for  which  adequate  reserves  have  been established in
     accordance with generally accepted accounting principles, and except as set
     forth in the Disclosure Schedule, Seller has filed all Tax Returns 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 them, or their
     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. Seller and each Shareholder shall pay,
     without right of reimbursement from Purchaser No. 1 and/or Purchaser No. 2,
     all  of  Seller's  and  any  Shareholder's  income  Taxes including but not
     limited  to  any  Taxes  attributable to any gain under Section 1374 of the
     Code,  including  any  interest  and  penalties thereon, that relate to the
     activities  of  Seller  through  the Closing including this transaction, as
     due.

9.12 Title  to  Purchased  Assets;  Encumbrances.
     -------------------------------------------


                                      E39
<PAGE>
     (a)  With  respect  to  Purchased  Assets  No. 1 and Purchased Assets No. 2
          sold,  at the Closing Seller shall have good title to Purchased Assets
          No.  1  and/or  Purchased  Assets  No. 2 owned by it being acquired by
          Purchaser  No.  1 and/or Purchaser No. 2, respectively, and except for
          matters  expressly  set  forth  in  Sections 3.1 or Section 3.2, which
          Encumbrances,  if  any,  upon  Purchased Assets No. 1 and/or Purchased
          Assets  No.  2  shall  be  removed  at  Closing, free and clear of all
          Encumbrances  whatsoever;  immediately after the transfer of Purchased
          Assets  No.  1  being  acquired  by  Purchaser  No.  1 from Seller and
          Purchased  Assets No. 2 being acquired by Purchaser No. 2 from Seller,
          Purchaser  No.  1  will  own  all  of  said Purchased Assets No. 1 and
          Purchaser  No. 2 will own all of said Purchased Assets No. 2, free and
          clear  of  all  Encumbrances  whatsoever,  whether  perfected  or
          unperfected; and, by way of illustration but not limitation, there are
          not  any unpaid taxes, assessments or charges due or payable by Seller
          to  any  federal,  state  or  local  agency,  or  any  obligations  or
          liabilities  or  any  unsatisfied  judgments  against, or, to Seller's
          Knowledge, any litigation or proceedings pending or threatened against
          Seller  by  any  of Seller's employees, clients, customers, creditors,
          suppliers,  or  any  other  party  (nor  state  of  facts for any such
          obligation,  liability, litigation or proceeding), that could become a
          claim,  obligation,  liability,  lien  or  other  charge of or against
          Purchaser  No.  1,  Purchaser  No.  2,  or  Purchased  Assets No. 1 or
          Purchased  Assets  No.  2.  To  Seller's  Knowledge,  all  of Seller's
          tangible  and  other  operating  assets  used in Business No. 1 and/or
          Business  No.  2  which  are  being  sold hereunder to Purchaser No. 1
          and/or  Purchaser  No. 2, respectively, are, in all material respects,
          in  good  operating  condition  and  repair,  free  of all structural,
          material  or  mechanical  defects and conform with all applicable laws
          and  regulations.

     (b)  Except  as  otherwise  specifically  set forth herein, Seller is not a
          party  to  any  contract,  agreement,  lease  or commitment that would
          result  in  any  claim,  obligation,  liability,  lien or other charge
          against Purchaser No. 1 and/or Purchaser No. 2 or Purchased Assets No.
          1  or  Purchased Assets No. 2, and Purchaser No. 1 and Purchaser No. 2
          are  not  obligated  to  assume  the  obligations  under any contract,
          agreement,  lease  or commitment of Seller, except as specifically set
          forth  herein.

9.13 Pending  Actions.
     ----------------

     Seller  has  not been served with or received notice of any actions, suits,
     arbitrations,  OSHA,  EPA  or  other  governmental violations, or any other
     proceedings  or investigations, either administrative or judicial, strikes,
     lockouts  or NLRB charges or complaints ("Actions and Disputes"). Except as
     shown on the Disclosure Schedules, there are no Actions or Disputes pending
     or,  to  the  best  of  Seller's knowledge, threatened against or affecting
     (directly  or indirectly) Seller or its property or assets nor, to Seller's
     Knowledge,  are  there any facts or conditions which exist which would give
     rise  to  any  such  Actions  or Disputes which, if determined adversely to
     Seller,  would  have a material adverse effect upon Seller's Business No. 1
     and/or  Seller's  Business  No.  2.


                                      E40
<PAGE>
9.14 Insurance.
     ---------

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

9.15 Status  of  Business.
     --------------------

     (a)  Since  August  31st,  2001,  Business  No. 1 and Business No. 2 of the
          Seller  have been operated only in the ordinary course, and, except as
          set  forth in the Disclosure Schedule, there has not been with respect
          to  Business  No.  1  and/or  Business  No.  2:

          (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
               individually  or  in  the  aggregate has been materially adverse;

          (ii) Any  material liability or obligation incurred or assumed, or any
               material  contract, agreement, arrangement, purchase order, lease
               (as  lessor  or  lessee),  or  other  commitment  entered into or
               assumed,  on  behalf  of  Business  No.  1 and/or Business No. 2,
               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  or material claims known by Seller against another person
               or  entity,  except  in  the  ordinary  course  of  business;

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


                                      E41
<PAGE>
          (vii)Any  material changes  in the accounting  practices, depreciation
               or amortization policy or rates theretofore adopted by Seller, or
               any  material  revaluation  or  write-up  or write-down of any of
               their  assets;

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

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

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

          (xi) 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;

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

        (xiii) Any  labor  trouble  or employee controversy materially adversely
               affecting  Business  No.  1  and/or  Business  No.  2  or assets;

         (xiv) Any  dividend or other distribution on or in respect of shares of
               Seller's  capital  stock;  or

          (xv) The  incurring  of any funded indebtedness except in the ordinary
               course  of  business.

     (b)  The  Seller  is  not:

          (i)  in  violation  of  any  outstanding  judgment, order, injunction,
               award  or  decree  specifically relating to Business No. 1 and/or
               Business  No.  2,  or

          (ii) in  violation  of  any  federal, state or local law, ordinance or
               regulation  which is applicable to Business No. 1 and/or Business
               No.  2,  except  where  such violation does not have a materially
               adverse  effect  on  Business  No.  1  and/or  Business  No.  2.

          The  Seller  has  all  permits,  licenses,  orders,  approvals,
          authorizations,  concessions  and  franchises of any federal, state or
          local  governmental  or  regulatory  body  that  are  material  to  or
          necessary  in  the  conduct  of  Business No. 1 and/or Business No. 2,


                                      E42
<PAGE>
          except  where  failure  to have such permit, license, order, approval,
          authorization,  concession  or  franchise  does  not have a materially
          adverse  effect  on  Business  No.  1  and/or Business No. 2. 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 pending or, to the knowledge of Seller,
          threatened  to  revoke  or  limit  any  of  them.

     (c)  At  the  Closing,  Seller shall have paid in full, to all employees of
          Business  No.  1  and/or  Business  No.  2,  all  wages,  salaries,
          commissions,  bonuses, vacations and other direct compensation for all
          services  performed  by  them.  To  Seller's  Knowledge,  Seller is in
          compliance  in all material respects with all federal, state and local
          laws, ordinances and regulations relating to employment and employment
          practices  at  Business  No. 1 and/or Business No. 2, and all employee
          benefit  plans  and  tax laws relating to employment at Business No. 1
          and/or  Business  No.  2.  There is no unfair labor practice complaint
          against  Seller  relating  to  Business  No.  1  and/or Business No. 2
          pending before the National Labor Relations Board or similar agency or
          body  and,  to Seller'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  Seller's
          Knowledge,  threatened  against  or  involving  Business  No. 1 and/or
          Business No. 2. Seller has no labor contracts or collective bargaining
          agreements  with  respect  to  any  of  its  employees.

9.16 Environmental  Laws.
     -------------------

     (a)  To  Seller's  Knowledge, the real estate locations which are leased by
          Seller,  ("Real Estate") have not been used or operated in any fashion
          involving  producing,  handling  and  disposing  of  chemicals,  toxic
          substances,  wastes  and effluent materials, x-rays or other materials
          or  devices  in  material violation of any laws, rules, regulations or
          orders,  and  to the best of Seller's Knowledge, the Real Estate is in
          material  compliance  with  applicable  laws, regulations, ordinances,
          decrees  and  orders  arising under or relating to health, safety, and
          environmental  laws  and regulations, including without limitation the
          Federal  Occupation and Safety Health Act, 29 U.S.C. Sec.651, et seq.;
          Federal  Resource  Conservation  and  Recovery Act ("RCRA"), 42 U.S.C.
          Sec.6901,  et  seq.;  Federal  Comprehensive  Environmental  Response,
          Compensation  and  Liability  Act  ("CERCLA"),  42 U.S.C. Sec.9601, et
          seq.;  the  Federal  Clean  Air  Act, 42 U.S.C. Sec.2401, et seq.; the
          Federal  Clean  Water  Act, 33 U.S.C. Sec.1251, et seq.; and all state
          and  local  laws  that  correspond  therewith or supplement such laws.

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


                                      E43
<PAGE>
     (c)  To  the  best  of Seller's Knowledge, there have not been, are not now
          and  as  of  the Closing Date, there will be no solid waste, hazardous
          waste,  hazardous  substance,  toxic  substance,  toxic  chemicals,
          pollutants  or  contaminants,  underground  storage  tanks, purposeful
          dumps,  or accidental spills in, on or about the Real Estate or any of
          the  assets  of  Seller, whether real or personal, owned or leased, or
          stored  on  any real property owned or leased by Seller or by Seller's
          lessees,  licensees, invites, or predecessors in amounts sufficient to
          require  any  reporting obligations under any applicable environmental
          laws,  rules  or  regulations.

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

     (e)  The Disclosure Schedule will list all waste disposal sites, dump sites
          and  other  areas  either  on  the  Real  Estate  or  offsite at which
          hazardous  or  toxic  waste  generated by Seller has been disposed (in
          each  case  identifying  such waste) and it will specifically identify
          each  such site or area which is or has been included in any published
          federal,  state or local (domestic or foreign) superfund or other list
          of  hazardous  or  toxic  waste  sites  or  areas.

     (f)  To  Seller's  Knowledge, Seller has obtained all permits, and licenses
          and  other  authorizations required by all environmental laws; and all
          of  such  permits, licenses and other authorizations are in full force
          and  effect as of the date hereof. A true and correct list of all such
          permits,  licenses  and  other  authorizations  is  set  forth  in the
          Disclosure  Schedule.

9.17 Certain  Employees
     ------------------

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

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


                                      E44
<PAGE>
     (c)  To  Seller's  Knowledge,  Seller  has  no  retired  employees  who are
          receiving  or  are  entitled  to receive any payments, health or other
          benefits  from  Seller.

9.18 Payments  to  Employees.
     -----------------------

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

9.19 Change  of  Corporate  Name.
     ---------------------------

     At  the  Closing, the Seller, if requested by either Purchaser No. 1 and/or
     Purchaser  No.  2, will adopt and file with the Secretary of State of North
     Carolina  an  Amendment to the Articles of Incorporation of Seller changing
     the  name  of  Seller  to  a  name  substantially  dissimilar  to  SYSTEM 5
     TECHNOLOGIES,  INC.

9.20 Brokers  and  Finders.
     ---------------------

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

9.21 Preservation  of  Organization.
     ------------------------------

     Except  as  set  forth on the Disclosure Schedule, since August 31st, 2001,
     the  Seller  has  kept  intact  Business  No.  1  and/or Business No. 2 and
     organization  of  the  Seller;  retained  the  services of all the Seller's
     material  employees and agents, retained the Seller's arrangements with the
     manufacturers  of  the products distributed by Seller in the same manner as
     conducted  prior  to  such  date,  and  other  than as contemplated by this
     Agreement,  engaged  in no transaction other than in the ordinary course of
     Seller's  Business  No.  1  and/or  Business  No.  2.


                                      E45
<PAGE>
9.22 Absence  of  Certain  Business  Practices.
     -----------------------------------------

     Neither  the Seller nor to the Seller's Knowledge, any officer, employee or
     agent  of  the  Seller,  nor  any  other  Person acting on its behalf, has,
     directly  or indirectly, within the past five years given or agreed to give
     any  gift,  bribe,  rebate  or  kickback  or  otherwise provide any similar
     benefit  to  any  customer,  supplier,  governmental  employee or any other
     Person  who  is  or  may  be  in a position to help or hinder the Seller or
     Business  No.  1 and/or Business No. 2 (or assist Seller in connection with
     any  actual  or  proposed  transaction  relating  to  Business No. 1 and/or
     Business  No.  2  or  any other business previously operated by Seller) (i)
     which  subjected or might have subjected Seller to any damage or penalty in
     any civil, criminal or governmental litigation or proceeding, (ii) which if
     not given in the past, might have had a material adverse effect on Business
     No.  1  and/or  Business No. 2, (iii) which if not continued in the future,
     might  have a material adverse effect on Business No. 1 and/or Business No.
     2  or  subject  Seller  to  suit  or penalty in any private or governmental
     litigation or proceeding, (iv) for any of the purposes described in Section
     162(c)  of  the  Code or (v) for the purpose of establishing or maintaining
     any  concealed  fund  or  concealed  bank  account.

9.23 Suppliers.
     ---------

     The  Disclosure  Statement  sets  forth  the  names  of  and description of
     contractual  arrangements  (whether  or not binding or in writing) with the
     ten  (10)  largest suppliers of the Seller by sales or services in dollars.
     Except as disclosed on the Disclosure Statement and assuming that Purchaser
     No.1  and/or  Purchaser No. 2, as applicable, continues to conduct Business
     No. 1 and/or Business No. 2 in the ordinary course consistent with Seller's
     prior practices generally and specifically with respect to Seller's current
     suppliers, Seller has no direct knowledge that any of the current suppliers
     of  the Seller will, or intend to, (a) cease doing business with Seller; or
     (b)  materially  alter the amount of business they are currently doing with
     Seller;  or (c) not do business with Purchaser No. 1 and/or Purchaser No. 2
     after  the  Closing.

9.24 Product  Liability  Claims.
     --------------------------

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

9.25 Employee  Benefit  Plans.
     ------------------------

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

     (a)  The  Employee Benefit Plans presently maintained by Seller or to which
          Seller  has  contributed  within the past six (6) years, including any
          terminated  or  frozen  plans  which have not yet distributed all plan


                                      E46
<PAGE>
          assets,  are  fully set forth in the Disclosure Schedule. For purposes
          of  this  provision,  the  term  "Employee  Benefit  Plan" shall mean:

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

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

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

     (b)  With respect to any such Employee Benefit Plans, the Seller represents
          and  warrants  that,  to  the  best  of  Seller's  Knowledge;

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

          (ii) The  Seller  has,  with  respect  to  any Employee Benefit Plans,
               substantially  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) Except  as  described  on  the  Disclosure Schedule, there are no
               contributions  due  to  any Employee Pension Benefit Plan for the
               most  recent fiscal year of the plans ending prior to the date of
               this  Agreement and the Seller's Financial Statements reflect any
               liability of Seller to make contributions to the Employee Pension
               Benefit  Plans,  and  a  pro  rata  portion  of the contributions
               (including matching contributions) for the plan year on which the
               Closing  Date  occurs  shall  have  been  made on or prior to the
               Closing  Date  for  the  period  ending  on  the  Closing  Date.


                                      E47
<PAGE>
          (v)  No material liability to the Pension Benefit Guaranty Corporation
               ("PBGC")  has  been asserted with respect to any Employee Pension
               Benefit  Plan  which  is  a  defined  benefit  pension  plan.

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

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

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

          (ix) Except  as  set  forth  on  the Disclosure Schedule, all Employee
               Pension  Benefit  Plans  are  intended to be qualified retirement
               plans  under  the  Code.  The IRS has issued, and Seller has made
               available  for inspection, one or more determination letters with
               respect to the qualification of all such Employee Pension Benefit
               Plans  stating that the IRS has made a favorable determination as
               to  the  qualification  of  such Plan under Section 401(a) of the
               Code, and that continued qualification of the Plan in its present
               form  will  depend  upon  its  effect  in operation. 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. Except
               as  described  in the Disclosure Schedule, such Plans are now and
               always  have  been,  established  in  writing  and maintained and
               operated  substantially  in  accordance  with the plan documents,
               ERISA,  the  Code  and all other applicable laws, in all material
               respects.

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


                                      E48
<PAGE>
          (xi) The  Seller  has timely made any contributions it is obligated to
               make  to  any  multi-employer  plan within the meaning of Section
               3(37)  of  ERISA. The Seller has no liability arising as a result
               of  withdrawal  from  any multi-employer plan, no such withdrawal
               liability has been asserted and no such withdrawal liability will
               be  asserted  with regard to any withdrawal or partial withdrawal
               on  or  before  the  date  of  this  Agreement.

9.26 Assets  Necessary  to  the  Business.
     ------------------------------------

     The  Seller  owns,  leases or holds under license all assets and properties
     (tangible and intangible) necessary to carry on Business No. 1 and Business
     No.  2  and operations as presently conducted and as shown on the Financial
     Statements. Such assets and properties are all of the assets and properties
     necessary  to  carry  on  Seller's  Business  No.  1  and Business No. 2 as
     presently conducted and Shareholders (other than through their ownership of
     stock  in  Seller  and/or  as set forth on the Disclosure Schedule) nor any
     member  of  his  family owns or leases or has any interest in any assets or
     properties  presently being used to carry on Business No. 1 or Business No.
     2  of  Seller.

9.27 Transactions  with  Affiliates.
     ------------------------------

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

9.28 Territorial  Restrictions.
     -------------------------

     Except as described in the Disclosure Schedule, Seller is not restricted by
     any  written agreement or understanding with any other Person from carrying
     on  the Business No. 1 and/or Business No. 2 anywhere in the world. Neither
     Purchaser nor any of its Affiliates will, as a result of its acquisition of
     Purchased  Assets  No. 1 and/or Purchased Assets No. 2 become restricted in
     carrying on Business No. 1 and/or Business No. 2 anywhere in the world as a
     result  of any contract or other agreement to which Seller is a party or by
     which  it  is  bound.

9.29 Full  Disclosure.
     ----------------

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


                                       10.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                     OF PURCHASER NO. 1 AND PURCHASER NO. 2
                     --------------------------------------

Purchaser  No. 1 hereby represents and warrants to the Seller that the following
statements  are  true  and  correct as of the date hereof, and shall be true and
correct  as  of  the  Closing  Date:


                                      E49
<PAGE>
10.1 Organization,  Good  Standing  and  Power  of  Purchaser  No.  1.
     ----------------------------------------------------------------

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

10.2 Status  of  Agreements.
     ----------------------

     (a)  All  requisite  corporate  action  (including  action  of its Board of
          Directors) to approve, execute, deliver and perform this Agreement and
          each  of  the  other agreements, instruments and other documents to be
          delivered  by and on behalf of Purchaser No. 1 ("Other Purchaser No. 1
          Documents")  in connection herewith has been taken by Purchaser No. 1.
          This  Agreement  has  been  duly and validly executed and delivered by
          Purchaser  No.  1  and constitutes the valid and binding obligation of
          Purchaser  No.  1  enforceable in accordance with its terms. All Other
          Purchaser  No.  1 Documents in connection herewith will, when executed
          and  delivered,  constitute  the  valid  and  binding  obligation  of
          Purchaser No. 1 enforceable in accordance with their respective terms.

     (b)  No  authorization,  approval,  consent  or  order of, or registration,
          declaration  or filing with, any court, governmental body or agency or
          other public or private body, entity or person is required (except for
          Purchaser  No.  1's  primary  lenders,  Deutsche  Financial  Services
          Company,  et  al, whose consent shall be obtained prior to Closing) in
          connection  with  the  execution,  delivery  or  performance  of  this
          Agreement  or  any  Other  Purchaser  No.  1  Documents  in connection
          herewith.

     (c)  Neither  the  execution, delivery nor performance of this Agreement or
          any of the Other Purchaser No. 1 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  No.  1;

          (ii) conflict  with,  violate or result in any breach of any agreement
               or instrument to which Purchaser is a party or by which Purchaser
               No.  1  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  No.  1;  or

          (iii)  conflict  with  or  violate  any  provision  of the Articles of
               Incorporation  or  By-Laws  of  Purchaser  No.  1.

10.3 Brokers  and  Finders.
     ---------------------


                                      E50
<PAGE>
     No  broker,  finder  or other person or entity acting in a similar capacity
     has  participated  on  behalf  of  Purchaser  No.  1  in bringing about the
     transaction  herein  contemplated,  or  rendered  any  service with respect
     thereto  or  been  in  any  way  involved  therewith.

Purchaser  No. 2 hereby represents and warrants to the Seller that the following
statements  are  true  and  correct  as  of  the  date  hereof.

10.4 Organization,  Good  Standing  and  Power  of  Purchaser  No.  2.
     ----------------------------------------------------------------

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

10.5 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 No. 2 ("Other Purchaser No. 2
          Documents")  in connection herewith has been taken by Purchaser No. 2.
          This  Agreement  has  been  duly and validly executed and delivered by
          Purchaser  No.  2and  constitutes  the valid and binding obligation of
          Purchaser  No.  2  enforceable in accordance with its terms. All Other
          Purchaser  No.  2 Documents in connection herewith will, when executed
          and  delivered,  constitute  the  valid  and  binding  obligation  of
          Purchaser No. 2 enforceable in accordance with their respective terms.

     (b)  No  authorization,  approval,  consent  or  order of, or registration,
          declaration  or filing with, any court, governmental body or agency or
          other public or private body, entity or person is required (except for
          Purchaser  No.  2's  primary  lenders,  Deutsche  Financial  Services
          Company,  et  al, whose consent shall be obtained prior to Closing) in
          connection  with  the  execution,  delivery  or  performance  of  this
          Agreement  or  any  Other  Purchaser  No.  2  Documents  in connection
          herewith.

     (c)  Neither  the  execution, delivery nor performance of this Agreement or
          any of the Other Purchaser No. 2 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  No.  2;

          (ii) conflict  with,  violate or result in any breach of any agreement
               or  instrument  to  which  Purchaser No. 2 is a party or by which
               Purchaser  No.  2  or  any of Purchaser's assets or properties is


                                      E51
<PAGE>
               bound, or constitute a default thereunder or give rise to a right
               of  acceleration  of  an  obligation  of  Purchaser  No.  2;  or

         (iii) conflict  with  or  violate  any  provision  of  the  Articles of
               Incorporation  or  By-Laws  of  Purchaser  No.  2.

10.6 Brokers  and  Finders.
     ---------------------

     No  broker,  finder  or other person or entity acting in a similar capacity
     has  participated  on  behalf  of  Purchaser  No.  2  in bringing about the
     transaction  herein  contemplated,  or  rendered  any  service with respect
     thereto  or  been  in  any  way  involved  therewith.

10.7 Full  Disclosure.
     ----------------

     None  of  the representations and warranties made by Purchaser No. 1 herein
     contains  or  will contain, to the best of Purchaser No. 1's knowledge, any
     untrue  statement of material fact or omits or will omit any material fact.
     None  of  the representations and warranties made by Purchaser No. 2 herein
     contains  or  will contain, to the best of Purchaser No. 2's knowledge, any
     untrue  statement of material fact or omits or will omit any material fact.


                                       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 two (2) years thereafter, except for the representations, warranties
     and  agreements  designated  and identified in Sections 3.1, 3.2, 3.3, 3.4,
     4.1,  4.2,  4.6,  9.3,  9.11,  9.12,  9.13, 9.16, 10.2 and 10.5 which shall
     survive  the  Closing and shall terminate in accordance with the statute of
     limitations  governing written contracts in the State of North Carolina and
     Exhibits H and H-1, and Exhibits I, I-1, I-2 and I-3, which shall terminate
     as  provided  therein.


                                      E52
<PAGE>
11.2 Reliance  Upon  and  Enforcement  of  Representations,  Warranties  and
     -----------------------------------------------------------------------
     Agreements.
     -----------

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

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

11.3 Indemnification  by  Seller  and  Shareholders.
     ----------------------------------------------

     Provided  Purchaser  No.  1 and/or Purchaser No. 2 make a written claim for
     indemnification  against  Seller  and/or Shareholders within any applicable
     survival  period  specified in Section 11.1, and subject to the limitations
     set  forth  in  Section  11.7,  the  Seller  and  Shareholders (jointly and
     severally),  shall indemnify Purchaser No. 1 and/or Purchaser No. 2 against
     and  hold  them  harmless  from  any  and  all  loss,  damage, liability or
     deficiency  resulting  from  or  arising  out  of:

     (i)  any inaccuracy in or breach of any representation, warranty, covenant,
          or obligation made or incurred by Seller or the Shareholders herein or
          in  any  other  agreement, (including exhibits and schedules) or legal
          instrument  delivered  by  or  on  behalf  of  Seller  pursuant to the
          provisions  of  the  Agreement;

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

     (iii)any liability of Seller arising  out of Seller's operation of Business
          No.  1  and/or  Business  No. 2, its ownership or use of the Purchased
          Assets  No.  1  and/or Purchased Assets No. 2, or occupancy and use of
          the  Real  Estate  prior  to  the  Closing  (except  for  any  Assumed
          Liabilities  No.  1 or Assumed Liabilities No. 2 described in Sections
          3.1  and 3.2, respectively) or other obligation incurred by or imposed
          upon Purchaser No. 1 and/or Purchaser No. 2 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;


                                      E53
<PAGE>
     (iv) any  and  all  costs  and  expenses  (including  reasonable  legal and
          accounting  fees)  related  to  any  of  the  foregoing.

     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, that Purchaser No. 1 and/or Purchaser No.
     2  may  recover  from  Seller or any Shareholder pursuant to this Agreement
     resulting  from  Seller's  or  any Shareholder's breach or violation of any
     representation,  warranty,  covenant  or  agreement  contained  herein.

     Any  amounts  to  which  Purchaser  No.  1  and/or  Purchaser  No. 2, their
     successors  or  assigns,  is  entitled  to  indemnification pursuant to the
     provisions  of  this  Section,  shall  first  be  offset against the amount
     payable  to  Seller against the subordinated promissory notes, then against
     any  payments  due  under Section 4.6. Provided, however, the offset in any
     one  year  may  not  exceed  the  aggregate amount payable of principal and
     interest  due  on  said  applicable  subordinated promissory notes for said
     year,  and  any  amount,  if  any, payable under Section 4.6 for such year.

11.4 Indemnification  by  Purchaser  No.  1  and/or  Purchaser  No.  2.
     -----------------------------------------------------------------

     Provided  Shareholders  and/or  Seller  make  a  written  claim  for
     indemnification  against  Purchaser  No.  1  and/or  Purchaser  No.  2,  as
     applicable,  within  any applicable survival period specified in Section 11
     and  subject  to  the limitation set forth in Section 11.8, Purchaser No. 1
     and/or  Purchaser  No. 2, jointly and severally, shall indemnify Seller and
     each  Shareholder  against  and  hold  them harmless from any and all loss,
     damage,  liability  or deficiency resulting from or arising out of: (i) any
     Assumed  Liabilities  of  Purchaser  No.  1  or  any Assumed Liabilities of
     Purchaser  No.  2  ,  as  applicable; (ii) any liability of Purchaser No. 1
     and/or  Purchaser  No.  2 arising out of Purchaser No. 1's and/or Purchaser
     No.  2's  operations  subsequent  to the Closing (except to the extent such
     liability  is  the  result  of a breach of a covenant or warranty of Seller
     hereunder);  (iii)  any  inaccuracy  in  or  breach  of any representation,
     warranty, covenant or obligation made or incurred by Purchaser No. 1 and/or
     Purchaser  No.  2,  as  applicable  herein  or  in  any  other  agreement,
     instrument, or document delivered by or on behalf of Purchaser No. 1 and/or
     Purchaser  No. 2 pursuant to the provisions of this Agreement; and (iv) any
     and  all  related  costs  and  expenses  (including  reasonable  legal  and
     accounting  fees).  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 may recover from
     Purchaser No. 1 and/or Purchaser No. 2 pursuant to this Agreement resulting
     from  its  breach or violation of any representation, warranty, covenant or
     agreement  contained  herein.


                                      E54
<PAGE>
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/Shareholders  on the one hand, or Purchaser No. 1 and/or
          Purchaser  No.  2,  as  applicable,  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 and the Indemnifying Party shall have
          the right, at its option and expense, to participate in the defense of
          such  proceeding,  claim  or  demand,  but not to control the defense,
          negotiation  or  settlement  thereof, which control shall at all times
          rest  with  the Party to be Indemnified, unless the Indemnifying Party
          irrevocably  acknowledges  in writing full and complete responsibility
          for  and  agrees  to  provide  indemnification  of  the  Party  to  be
          Indemnified,  in  which  case  such Indemnifying Party may assume such
          control through counsel of its choice and at its expense. In the event
          the  Indemnifying  Party  assumes  control  of  the  defense,  the
          Indemnifying  Party  shall  not be responsible for the legal costs and
          expenses  of  the Party to be Indemnified in the event the Party to be
          Indemnified  decides to join in such defense. The parties hereto agree
          to  cooperate  fully  with  each other in connection with the defense,
          negotiation  or  settlement  of any such third party legal proceeding,
          claim  or  demand.

     (b)  If  the  Party  to  be  Indemnified  is also the party controlling the
          defense,  negotiation or settlement of any matter, and if the Party to
          be  Indemnified  determines  to compromise the matter, the Party to be
          Indemnified  shall  immediately  advise  the Indemnifying Party of the
          terms  and  conditions of the proposed settlement. If the Indemnifying
          Party  agrees  to  accept  such  proposal, the Party to be Indemnified
          shall  proceed  to  conclude  the  settlement  of  the matter, and the
          Indemnifying  Party  shall  immediately  indemnify  the  Party  to  be
          Indemnified pursuant to the terms of Sections 11.3 and 11.4 hereunder.
          If  the Indemnifying Party does not agree within fourteen (14) days to
          accept  the  settlement  (said  14-day  period  to  begin on the first
          business day following the date such party receives a complete copy of
          the  settlement  proposal),  the  Indemnifying Party shall immediately
          assume  control of the defense, negotiation or settlement thereof, at
          that  Indemnifying  Party's  expense.  Thereafter,  the  Party  to  be
          Indemnified  shall  be  indemnified  in the entirety for any liability
          arising  out  of  the  ultimate defenses, negotiation or settlement of
          such  matter.

     (c)  If  the  Indemnifying  Party  is  the  party  controlling the defense,
          negotiation  or  settlement  of any matter, and the Indemnifying Party
          determines  to  compromise  the  matter,  the Indemnifying Party shall
          immediately  advise  the  Party  to  be  Indemnified  of the terms and
          conditions  of the proposed settlement. If the Party to be Indemnified
          agrees  to  accept such proposal, the Indemnifying Party shall proceed
          to conclude the settlement of the matter and immediately indemnify the
          Party to be Indemnified pursuant to the terms of Sections 11.3 or 11.4
          hereunder.  If  the  Party  to  be  Indemnified  does not agree within


                                      E55
<PAGE>
          fourteen  (14)  days  to  accept the settlement (said 14-day period to
          begin on the first business day following the date such party receives
          a  complete  copy  of  the  settlement  proposal),  the  Party  to  be
          Indemnified  shall  immediately  assume  control  of  the  defense,
          negotiation  or  settlement  thereof, at the Party to be Indemnified's
          expense.  If  the  final amount paid to resolve the claim is less than
          the  amount  of  the  original  proposed  settlement  made  by  the
          Indemnifying  Party,  then  the  Party to be Indemnified shall receive
          such  indemnification  pursuant  to  Sections  11.3  or  11.4  hereof,
          including any and all expenses incurred by the Party to be Indemnified
          incurred  in connection with the defense, negotiation or settlement of
          such  matter up to the maximum of the original proposed settlement. If
          the  amount  finally  paid to resolve the claim is equal to or greater
          than  the  amount  of the original proposed settlement proposed by the
          Indemnifying  Party,  then  the  Indemnifying  Party  shall  provide
          indemnification  pursuant  to Sections 11.3 and 11.4 for the amount of
          the  original settlement proposal submitted by the Indemnifying Party,
          and  the  Party to be Indemnified shall be responsible for all amounts
          in  excess  of  the  original  settlement  proposal  submitted  by the
          Indemnifying Party and all costs and expenses incurred by the Party to
          be  Indemnified  in  connection  with  such  defense,  negotiation  or
          settlement.

11.6 Excluded  Liabilities.
     ---------------------

     (a)  Notwithstanding  anything  contained  herein  to  the contrary, in the
          event  any  Excluded  Liability would attach to Purchased Assets No. 1
          and/or Purchased Assets No. 2 under any successor liability statute or
          otherwise,  notwithstanding  the  fact  that  such  liability  was  an
          Excluded  Liability,  Seller  and  Shareholders  shall  be jointly and
          severally  responsible  for the payment of such Excluded Liability and
          the  lien  on  Purchased  Assets  No.  1 and/or Purchased Assets No. 2
          (which  would  represent a breach of certain representations under the
          Agreement)  related  to  such  liability.

11.7 Limitation  on  Liability.
     -------------------------

     Notwithstanding  the  provisions of the Section 11, Seller and Shareholders
     shall  not  have any indemnification obligation under this Agreement unless
     and  until  the  aggregate  amount  of  the  claimed  liability  exceeds
     [$25,000.00]  and  Seller  and  Shareholders  shall  be  liable  for
     indemnification  of  the  Indemnified  Party only to the extent that actual
     losses  exceed  [$25,00.00]  as further modified by Section 11. The maximum
     liability  that  Seller  and  the  Shareholder  may  be  required to pay to
     Purchaser  No. 1 and Purchaser No. 2 under this Section 11 shall not exceed
     an  amount  equal to the total consideration paid to Seller and the maximum
     liability  that  any  Shareholder  may  be  individually required to pay to
     Purchaser  No. 1 and Purchaser No. 2 under this Section 11 shall not exceed
     an  amount  equal  to  the  total consideration paid to Seller hereunder by
     Purchaser  No.  1 and Purchaser No. 2 hereunder multiplied by the following
     respective  percentages:

               D.  Tweedy  and  J.  Tweedy        -       95%
               P.  Tetreault                      -        5%


                                      E56
<PAGE>
11.8 Limitation  on  Liability.
     -------------------------

     Notwithstanding  anything  contained in this Agreement to the contrary, the
     maximum  amount that Purchaser No. 1 and/or Purchaser No. 2, as applicable,
     payable  to  the  Seller  under  this Section 12 as a result of any and all
     breaches  shall  be  limited  to  the  total  consideration paid under this
     Agreement  by  Purchaser  No.  1 and Purchaser No. 2, as applicable, to the
     Seller.

11.9 Miscellaneous.
     -------------

     The  amount  payable  by  an indemnifying party under Sections 11.7 or 11.8
     with  respect  to  a  loss  shall be reduced by the amount of any insurance
     proceeds  received  by  the  indemnified party with respect to the loss and
     each  party agrees to use its best efforts to collect any and all insurance
     proceeds  to  which  it  may be entitled in respect of any loss. The amount
     payable by an indemnifying party shall also be net of any federal, state or
     local  tax  benefit  (calculated  at a 40% rate) derived by the indemnified
     party  by  reason  of  the  loss.


                                        12.
                                   THE CLOSING
                                   -----------

12.1 Date,  Time  and  Place  of  Closing.
     ------------------------------------

     Consummation  of the transactions contemplated hereby (the "Closing") shall
     take  place  simultaneously  with  the  execution  of this Agreement at the
     offices  of  Lindhorst  & Dreidame Co., LPA, 312 Walnut Street, Suite 2300,
     Cincinnati,  Ohio 45202, or at such other place as the parties may mutually
     agree  upon.

12.2 Conditions  Precedent  to  Purchaser  No.  1's  and  Purchaser  No.  2's
     ------------------------------------------------------------------------
     Obligations.
     ------------

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

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

     (c)  The  business, aggregate properties and operations of the Seller shall
          not  have  been materially adversely affected as a result of any fire,
          accident  or  other casualty or any labor disturbance or act of God or
          the  public  enemy,  and  there  shall otherwise have been no material
          adverse change to the business, aggregate properties, or operations of
          the  Seller  since  August  31st,  2001;


                                      E57
<PAGE>
     (d)  Seller shall have delivered to Purchaser No. 1 and/or Purchaser No. 2,
          as  applicable, at or before the Closing, the following documents, all
          of  which  shall  be  in  form  and substance reasonably acceptable to
          Purchaser  No.  1  and  Purchaser  No.  2  and  its  counsel:

          (i)  The  instruments  of  transfer  required by Sections 2.6 and 2.7;

          (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  No.  1 with good title to each of the Purchased Assets
               No.  1  at  the  Closing and to provide Purchaser No. 2 with good
               title  to  each  of  the  Purchased  Assets no. 2 at the Closing;

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

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

          (v)  The Escrow Agreement referenced in Exhibit C has been executed by
               all  parties;

          (vi) The  Seller  and  each  Shareholder  shall  have entered into the
               non-competition  agreements  as  set  forth  in  the  respective
               Exhibits;

         (vii) D. Tweedy and P. Tetreault shall have entered into his respective
               Employment  Agreement  as set forth in the respective Exhibits.

     (e)  Seller  will  adopt  and  file  with  the  Secretary of State of North
          Carolina  an  Amendment  to the Charter of Seller changing the name of
          Seller  to  a  name substantially dissimilar to SYSTEM 5 TECHNOLOGIES,
          INC.

     (f)  Purchaser  No. 1 and Purchaser No. 2 shall have received assurances in
          form  and  substance  satisfactory  to it that Seller is currently not
          providing any COBRA benefits to any former employee, and Purchaser No.
          1  and  Purchaser  No.  2  shall  have received assurances in form and
          substance  satisfactory  to  them  that Seller has made all provisions
          necessary  under  applicable  law,  with  regard  to  an  employer's
          obligation to provide for a continuation of health insurance and other
          benefits  of  any  employee,  who  is not employed by Seller following
          termination  of  employment.

12.3 Conditions  Precedent  to  Seller's  Obligations.
     ------------------------------------------------

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


                                      E58
<PAGE>
     (a)  Performance  by  Purchaser  No.  1  and  Purchaser No. 2 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  No.  1 shall deliver to the Seller at or before the Closing
          the  following  documents, all of which shall be in form and substance
          acceptable  to  the  Seller  and  its  counsel:

          (i)  A  certified  or  bank  cashier's  check or wire transfer for the
               aggregate  amount to be paid to Seller at the Closing pursuant to
               Section  4.3(a)  hereof;

          (ii) A  certified  or  bank  cashier's  check or wire transfer for the
               aggregate  amount  to  be  paid  to  Escrow  Agent at the Closing
               pursuant  to  Section  4.3(b)  hereof;

         (iii) A  Promissory  Note  as  set  forth  in  Section 4.3(c) hereof;

          (iv) An  assumption of liability agreement under which Purchaser No. 1
               assumes  the  liabilities  set  forth  in  Section  3.1;

          (v)  Certified  copies of the corporate actions taken by Purchaser No.
               1  authorizing  the  execution,  delivery and performance of this
               Agreement;

          (vi) Certificate  of  Good  Standing  for  Purchaser  No.  1  from the
               Secretary of State of Delaware dated no earlier than fifteen (15)
               days  prior  to  the  date  of  Closing.

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

          (i)  A  certified  or  bank  cashier's  check or wire transfer for the
               aggregate  amount to be paid to Seller at the Closing pursuant to
               Section  4.4(a)  hereof;

          (ii) An  assumption of liability agreement under which Purchaser No. 2
               assumes  the  liabilities  set  forth  in  Section  3.2;

         (iii) Certified  copies of the corporate actions taken by Purchaser No.
               2  authorizing  the  execution,  delivery and performance of this
               Agreement;

          (iv) Certificate  of  Good  Standing  for  Purchaser  No.  2  from the
               Secretary of State of Delaware dated no earlier than fifteen (15)
               days  prior  to  the  date  of  Closing.


                                      E59
<PAGE>
     (e)  Purchaser No. 1 shall have entered into the Employment Agreements with
          D.  Tweedy  and  P.  Tetreault  as  set  forth  in Exhibits H and H-1,
          respectively;


                                       13.
                               GENERAL PROVISIONS
                               ------------------

13.1 Publicity.
     ---------

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

13.2 Expenses.
     --------

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

13.3 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  No.  1,  to:

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

     (b)  If  to  Purchaser  No.  2,  to

               Pomeroy Select Integration Solutions, Inc.
               1020 Petersburg Road
               Hebron, Kentucky 41048

      With  a  copy  to:


                                      E60
<PAGE>
               James  H.  Smith  III,  Esq.
               Lindhorst  &  Dreidame
               312  Walnut  Street,  Suite  2300
               Cincinnati,  Ohio  45202

     (c)  If  to  Seller,  to:

               System  5  Technologies,  Inc.
               Champions  Pointe
               16930  W.  Catawba  Avenue,  Suite  200
               Cornelius,  NC  28031

          With  a  copy  to:

               Womble  Carlyle  Sandridge  &  Rice,  PLLC
               3300  One  First  Union  Center
               Charlotte,  NC  28202
               Attn:  Keith  D.  Butcher,  Esq.

     (d)  If  to  Shareholders,  to:

               Dale  Tweedy
               146  Brick  Kiln  Way
               Mooresville,  NC  28117

               Jill  Tweedy
               146  Brick  Kiln  Way
               Mooresville,  NC  28117

               Phil  Tetreault
               4949  Trotter  Drive
               Raleigh,  NC  27603

13.4 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.

13.5 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.


                                      E61
<PAGE>
13.6 Exhibits.
     --------

     The  Exhibit  and  Disclosure  Schedule  referred  to  in  this  Agreement
     constitute an integral part of this Agreement as if fully rewritten herein.

13.7 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.

13.8 Governing  Law.
     --------------

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

13.9 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.

13.10 Waivers;  Remedies  Exclusive.
      -----------------------------


                                      E62
<PAGE>
     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 Subordinated Promissory Notes, the
     Employment  Agreements  and  the  Covenant  Not  to Compete Agreements, the
     indemnification  provided  for  by  Section  12 herein shall constitute the
     exclusive  remedy  of  any  party with respect to (i) the matters for which
     such indemnification is provided and (ii) any other matters arising out of,
     relating  to  or  connected  with  this  Agreement  or  the  transactions
     contemplated  hereby,  and  whether any claims or causes of action asserted
     with  respect  to  any  such matters are brought in contract, tort or other
     legal  theory  whatsoever. Such limitations set forth in this Section 15.10
     shall not impair the rights of any of the parties: (a) to seek non-monetary
     equitable  relief,  including  (without limitation) specific performance or
     injunctive  relief  to  address any default or breach of this Agreement; or
     (b)  to seek enforcement, collection, damages or any non-monetary equitable
     relief  to  address  any  subsequent  default  or  breach  of  any transfer
     document,  assumption,  consent  or  agreement  to  be delivered at Closing
     hereunder  or  to seek declaratory relief or any related relief relating to
     certain  issues  that  may  arise  under  Sections  4.6,  5.1  and  5.2. In
     connection  with  the seeking of any non-monetary equitable relief, each of
     the  parties  acknowledge  and agree that the other parties hereto would be
     damaged  irrevocably  in  the event any of the provisions of this Agreement
     are  not performed in accordance with their specific terms or otherwise are
     breached.  Accordingly,  each  of  the  parties hereto agree that the other
     parties hereto shall be entitled to an injunction or injunctions or prevent
     breaches  of  the  provisions of this Agreement and to enforce specifically
     this  Agreement  and  the terms and conditions hereof by any state court of
     competent  jurisdiction.  The  parties  hereby  consent  to  exclusive
     jurisdiction  of  venue  in  the  state courts of Mecklenburg County, North
     Carolina,  or if there is exclusive federal jurisdiction, the United States
     District  Court  for  the  Western  District  of North Carolina, shall have
     exclusive  jurisdiction  and  venue  over  any  dispute arising out of this
     Agreement.

13.11 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.

13.12 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.


                                      E63
<PAGE>
13.13 Business  Records.
      -----------------

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

13.14 Dissolution  of  Seller.
      -----------------------

     Purchaser No. 1 and Purchaser No. 2 acknowledge that following the Closing,
     Seller  may  adopt  a  plan  of liquidation with the intent to dissolve the
     corporation.  Provided, however, Seller and each Shareholder agree that the
     plan of liquidation will not be effectuated and implemented by Seller until
     all  the  conditions set forth in Section 2 of this Agreement regarding the
     transfer  of  all  the respective purchased assets have been effectuated by
     Seller.  Seller  acknowledges that Purchaser No. 1 and Purchaser No. 2 will
     suffer  irreparable  harm in the event that Seller would liquidate prior to
     satisfying all of its obligations under the terms of this Agreement and the
     exhibits  hereto.

13.15 Effective  Date  of  Agreement.
      ------------------------------

     This  Agreement  shall be effective at the close of business on the Closing
     Date.


                                       14.
                            CONSENT TO GRANTING OF A
                            ------------------------
                   SECURITY INTEREST IN ACQUISITION DOCUMENTS
                   ------------------------------------------


14.1 Seller  consents  and  agrees  that  upon  the Closing of this transaction,
     Purchaser  No.  1  and  Purchaser  No.  2  shall have the right to grant to
     Deutsche  Financial  Services  Corporation, as Administrative Agent for the
     benefit  of  various  lenders  under  a  Credit  Facilities Agreement among
     Deutsche  Financial  Services  Corporation,  as  Administrative  Agent  and
     certain  other lenders, and Purchaser No. 1 and Purchaser No. 2 and various
     Affiliates  of such parties, a first priority security interest and lien on
     all of Purchaser No. 1's and Purchaser No. 2's rights, remedies, claims and
     interests  under  all  the  acquisition  documents  for  this  transaction.

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


                                      E64
<PAGE>
     The  parties hereto have executed this Agreement as of the date first above
written.


WITNESSES:                           SYSTEM  5  TECHNOLOGIES,  INC.


___________________________          By:__________________________________


___________________________          Its:  _______________________________


___________________________          SHAREHOLDERS:


___________________________          _____________________________________
                                               DALE  TWEEDY

___________________________


___________________________          _____________________________________
                                               JILL  TWEEDY

___________________________


___________________________          _____________________________________
                                             PHIL  TETREAULT



                                     POMEROY  COMPUTER  RESOURCES,
___________________________          INC.


___________________________          By:__________________________________

                                     POMEROY  SELECT  INTEGRATION
___________________________          SOLUTIONS,  INC.


___________________________          By:__________________________________



                                      E65
<PAGE>
                            ASSET PURCHASE AGREEMENT
                            ------------------------

This ASSET PURCHASE AGREEMENT (the "Agreement") is made and is entered into this
21st day of September, 2001, by, between and among POMEROY SELECT INTEGRATION
SOLUTIONS, INC. ("Purchaser"), and BALLANTYNE CONSULTING GROUP, INC., a North
Carolina corporation ("Seller"),  MARK DeMEO ("M. DeMeo"), JOE SCHMIDT ("J.
Schmidt"), SCOTT SCHNEIDER ("S. Schneider") and DALE TWEEDY ("D. Tweedy") (M.
DeMeo, J. Schmidt, S. Schneider and D. Tweedy hereinafter referred to
collectively as the "Shareholders" and individually as the "Shareholder").

                              W I T N E S S E T H :

WHEREAS, Seller is a full service provider of a variety of information
technology consulting service and support solutions, including module or full
suite implementations, functional configuration, custom development,
applications training, version upgrades, database management support and data
warehousing and reporting solutions to large and medium size commercial,
governmental and other professional customers throughout the Southeastern
portion of the United States; and

WHEREAS, Shareholders are the owners of Nine Thousand One Hundred Fifty (9,150)
shares of the outstanding stock of Seller, in the following proportions:  M.
DeMeo - 3,120 shares, J. Schmidt - 1,350 shares, S. Schneider - 2,600 shares,
and D. Tweedy - 2,080 shares, which stock constitutes 93.6% of all the
outstanding stock of Seller; and

WHEREAS, Purchaser is a single source provider of integrated desktop management
and network services including life cycle services, internetworking services,
and end user support services; and

WHEREAS, Purchaser is a wholly owned subsidiary of Pomeroy Computer Resources,
Inc. ("PCR"), which is in the business of marketing and selling a broad range of
microcomputers and related products, including equipment selection, procurement
and configuration; andWHEREAS, Purchaser desires to purchase certain of the
assets of Seller used in its information technology consulting service and
support solutions business ("the Business"), and assume certain of the
liabilities of the Seller in connection with the Business, and Seller desires to
sell certain of such assets, subject to such liabilities, but only upon (i) the
terms and subject to the conditions set forth in this Agreement, (ii) the
representations, warranties, covenants, indemnifications, assurances and
undertakings of the Seller, each Shareholder and of Purchaser contained in this
Agreement, (iii) the agreement of the Seller to refrain from competition with
Purchaser for the term set forth in its Non-Competition Agreement   (iv) the
agreement of each Shareholder to refrain from competition for the term set forth
in his/her respective Non-Competition Agreement .


                                      E66
<PAGE>
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  have  the  meaning ascribed to such term in
     ---------
     Rule  405  promulgated  under  the  Securities  Act  of  1933,  as amended.

1.2  Assumed  Liabilities.  The  "Assumed  Liabilities"  are  the liabilities of
     --------------------
     Seller  assumed  or paid at Closing by Purchaser pursuant to Section 3.1 of
     this  Agreement.

1.3  Balance  Sheet.  The  "Balance  Sheet"  is  the  unaudited balance sheet of
     --------------
     Seller  as  of  August  31st,  2001,  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  9:00 a.m., E.D.T.,
     -------------
     September  21,  2001.

1.6  Code.  The  "Code"  is  the  Internal  Revenue Code of 1986, as amended, 26
     ----
     U.S.C.  Sec.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 to Purchaser.

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

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

1.11 Financial  Statements.  The  "Financial  Statements"  are  the  unaudited
     ---------------------
     financial statements of Seller for the years ending December 31st, 2000 and
     December 31st, 1999, including any and all notes thereto, and the unaudited
     financial  statements  of the Seller for the period commencing January 1st,
     2001  and  ending  August  31st, 2001, including any and all notes thereto.

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


                                      E67
<PAGE>
1.13 Knowledge of Seller and Any Shareholder or Seller's Knowledge.  "Knowledge
     -------------------------------------------------------------
     of  Seller  and  Shareholders  and/or Seller's Knowledge" shall mean actual
     knowledge  of  any  Shareholder.

1.14 Net  Asset Amount.  "Net Asset Amount" shall have the meaning set forth in
     -----------------
     Section  5.1.

1.15 2001 ANNUALIZED EBITDA.  The earnings before interest, taxes, depreciation
     ----------------------
     and  amortization  of  Seller  for the period commencing July 1st, 2001 and
     ending  upon  the  Closing  Date  and for Purchaser's Ballantyne Consulting
     Group  Division  for  the  period commencing on the Closing Date and ending
     December  31st, 2001, as set forth in Section 5.2. The determination of the
     2001  Annualized  EBITDA  shall  be  determined  in  accordance  with  the
     provisions  set  forth  in  Section  5.2.

1.16 EBITDA.  The  earnings  before  interest,  taxes,  depreciation  and
     ------
     amortization  of  Purchaser's  System 5/Ballantyne Division and Purchaser's
     parent  company,  Pomeroy  Computer  Resources,  Inc.  System  5/Ballantyne
     Division  for  the  applicable period as set forth in Sections 4.4 and 4.5.
     The  determination  of  EBITDA  shall  be determined in accordance with the
     provisions  set  forth  in  Sections  4.6.

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

1.18 Pro  Forma  Balance  Sheet.  The  "Pro Forma  Balance Sheet" is the balance
     --------------------------
     sheet  of  Seller  prepared  as  described  in Section 5.1 and adjusted for
     Excluded Assets of Seller and Excluded Liabilities relating to the Business
     of  Seller  as  of  the  Closing Date as adjusted by Section 5.1 which sets
     forth  certain  Excluded  Liabilities that shall be included within the Net
     Asset  Amount.

1.19 Purchase  Price.  The  "Purchase Price" is the total  consideration paid by
     ---------------
     Purchaser  to Seller for the Purchased Assets as set forth in Sections 4.1,
     4.4  and  4.5.

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

1.21 Seller's  Accountant.  "Seller's  Accountant"  shall  mean  KPMG.
     --------------------

1.22 August  31st  Pro-Forma Balance Sheet.  The "August 31st Pro-Forma Balance
     -------------------------------------
     Sheet"  is  the unaudited balance sheet of the Seller adjusted for Excluded
     Assets  and  Excluded  Liabilities of Seller relating to the Business as of
     August  31st,  2001,  as  adjusted  by Section 5.1 which sets forth certain
     Excluded  Liabilities  that  shall  be  included within the August 31st Pro
     Forma  Balance  Sheet for purposes of reflecting the procedure in which the
     Net  Asset  Amount  shall  be  calculated.

1.23 Tax  or  Taxes.  Any  federal,  state, provincial, local, foreign or other
     --------------
     income, alternative, minimum, any taxes under Section 1374 of the Code, any
     taxes  under  Section  1375  of  the  Code,  accumulated earnings, personal
     holding  company,  franchise,  capital  stock, net worth, capital, profits,


                                      E68
<PAGE>
     windfall  profits,  gross  receipts,  value  added,  sales,  use, goods and
     services,  excise,  customs  duties,  transfer,  conveyance,  mortgage,
     registration,  stamp,  documentary,  recording,  premium,  severance,
     environmental,  including  taxes  under  Section  59A  of  the  Code), real
     property,  personal  property,  ad  valorem,  intangibles, rent, occupancy,
     license, occupational, employment, unemployment insurance, social security,
     disability,  workers'  compensation,  payroll,  health  care,  withholding,
     estimated  or  other  similar  tax,  duty  or  other governmental charge or
     assessment  or  deficiencies  thereof (including all interest and penalties
     thereon  and  additions  thereto  whether  disputed  or  not).

1.24 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.


                                      E69
<PAGE>
                                       2.
                                      TERMS
                                      -----

2.1  Agreement.
     ---------

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

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

     At  the  Closing  of  this transaction, Purchaser shall purchase and Seller
     shall  sell  the  assets  of  Seller  used  in the Business, except for the
     Excluded  Assets  relating  to  the  Business.  The  Purchased Assets shall
     include,  but  not  be  limited  to:

     (a)  All  tangible personal property and assets of Seller of every kind and
          description,  real,  personal  or mixed, wherever located, used in the
          Business,  including  without limitation, all such assets as reflected
          on  the  August31st,  2001  Pro  Forma  Balance Sheet (excepting those
          assets  disposed  of,  and  including  those  assets  acquired, in the
          ordinary course of business since the date of the August31st, 2001 Pro
          Forma  Balance  Sheet);

     (b)  All  intangible assets of Seller which are used in the Business of the
          Seller,  including  without  limitation, all purchase orders, contract
          rights  and  agreements,  work  in  process,  customer lists, supplier
          agreements,  patents,  trademarks  and  service  marks  (including the
          goodwill  associated  with  the  marks),  office  supplies,  computer
          programs,  claims  of  Seller,  the  right to use of the corporate and
          trade names of or used by Seller, or any derivative thereof, as all or
          part  of  a  corporate  or  trade  name;

     (c)  All  investment  securities,  cash  and  cash equivalents and customer
          notes  receivable  relating  to  the  Business;

     (d)  All  accounts  receivable  and  vendor  receivables  relating  to  the
          Business except for several accounts receivable that are designated as
          Excluded  Assets;

     (e)  Certain  vehicles  of  Seller  set  forth  on  attached  Exhibit  A;

     (f)  All  prepaid  expenses  applicable  to the Business, including but not
          limited  to  all  prepaid  software  licenses;

     (g)  All  of  Seller's fixed rate contracts and time and material contracts
          relating  to  the  Business;

     (h)  All vendor rebates, spiff money, retainage amounts under any contracts
          and  any  customer  deposits  relating  to  the  Business;


                                      E70
<PAGE>
     (i)  All  of  Seller's  service  contracts  relating  to  the  Business;

     (j)  All  of  Seller's  consulting  contracts  relating  to  the  Business;

     (k)  All  distribution  contracts  and authorizations of Seller relating to
          the  Business;

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

     (m)  The  assignment  of  any  telephone  numbers,  telefax numbers, e-mail
          addresses  and  internet  websites  used  in  the  Business of Seller;

     (n)  The  entire  right, title, benefit and interest of Seller now existing
          or  hereafter  arising,  in  or  to  all  indemnities,  guaranties,
          warranties,  claims  and  choses  of  action  of  Seller against other
          parties  with  respect  to  the  Purchased Assets, including by way of
          example  and  not  limitation, any rights under insurance policies and
          any  other  rights  thereunder, but only with respect to the Purchased
          Assets;

     (o)  All  of  Seller's  books,  records,  files,  correspondence,  manuals,
          documents, agreements, lists and other writings used in or relating to
          the  Business,  including  paid  accounts  payable,  paid  accounts
          receivable,  purchase,  sales,  customer,  representative,  marketing,
          advertising,  distribution,  operations,  personnel,  research  and
          development  records,  data,  information  and  materials;

     (p)  Seller's rights under the agreements set forth in Schedule 2.2(p) with
          respect  to  the  parties  set  forth  therein, pursuant to which such
          parties  agreed  not  to  disclose,  use  or  communicate  information
          regarding  such  parties' business (which is part of the Business) and
          not to engage in certain activities competitive with the Business; and

     (q)  All  other  fees,  assets, property, business and going concern value,
          and  rights  of  Seller  (including  the  rights  under  covenants  or
          agreements not to disclose confidential information or not to compete,
          if  any)  and  rights  under the respective asset purchase agreements,
          stock  purchase  agreements or other documents set forth on Disclosure
          Schedule  2.2(q)  (and  related  documents)  pursuant  to which Seller
          acquired  certain  of  the  assets  of  the  parties set forth in such
          Disclosure  Schedule.

2.3  Excluded  Assets.
     ----------------

     The  Excluded  Assets  are  set  forth  on  Exhibit  B  hereto.

2.4  Lease  Agreements.
     -----------------


                                      E71
<PAGE>
     Seller  is  the  lessee under certain lease agreements of real and personal
     properties  as  listed  on  Schedule  2.4:
          (the  "Leases")

     At  the Closing, Seller and Purchaser shall execute necessary documentation
     for  the  assignment  of  Leases  and  all  of  Seller's right and interest
     thereunder to Purchaser, as agreed upon by the parties and, at the Closing,
     Seller  shall  assign all its respective rights and interest in said Leases
     to  Purchaser.  Seller  and  Purchaser  shall  use  best  efforts to obtain
     terminations  of any personal guarantees relating to such Leases. Purchaser
     agrees  to  indemnify, defend and hold Seller and the Shareholders harmless
     from  any  loss, damage, claim, liability or deficiency with respect to the
     obligations  and  liabilities  of  Seller  under  the aforementioned leases
     arising  or  accruing after the Closing Date which is assumed by Purchaser.
     To the extent that the assignment of any Lease shall require the consent of
     other  parties  thereto,  this Agreement shall not constitute an assignment
     thereof  and Seller shall obtain any such necessary consents or assignments
     by  the  Closing,  or  as  reasonably  possible  after  the  Closing.


2.5  Instruments  of  Transfer.
     -------------------------

     Except  as  otherwise  provided  herein, at Closing, Seller will deliver to
     Purchaser  such bills of sale, endorsements, assignments and other good and
     sufficient  instruments of transfer and assignment as shall be effective to
     vest  in  Purchaser good title and interest in and to the Purchased Assets.
     At  or  after  the  Closing, and without further consideration, Seller will
     execute and deliver to Purchaser such further instruments of conveyance and
     transfer  and take such other action as Purchaser may reasonably request in
     order  to  more  effectively  convey  and  transfer to Purchaser any of the
     Purchased Assets or for aiding and assisting and collecting and reducing to
     possession  and  exercising  rights  with  respect thereto. Seller and each
     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 will
     deliver  to  Purchaser  the  originals  or copies of all of Seller's books,
     records and other data relating to the Purchased Assets; and simultaneously
     with  such delivery, Seller shall take all such acts as may be necessary to
     put  Purchaser  in actual possession and operating control of the Purchased
     Assets.  Seller  shall  cooperate with Purchaser to permit such parties, if
     possible,  to  enjoy  such  Seller'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.
     -------------------------------------------------

     At  the  Closing,  Seller  shall, by appropriate instrument, constitute and
     appoint Purchaser, its successors and assigns, the true and lawful attorney
     of  Seller with full power of substitution, in the name of Purchaser or the


                                      E72
<PAGE>
     name  of  Seller, on behalf of and for the benefit of Purchaser, to collect
     all  accounts  receivable  and/or  vendor receivables and other items being
     transferred  and  assigned  to  Purchaser  as  provided herein, to endorse,
     without  recourse, any and all checks in the name of Seller the proceeds of
     which  Purchaser  is  entitled to hereunder, to institute and prosecute, in
     the  name  of Seller or otherwise, all proceedings which Purchaser may deem
     proper  in order to collect, assert or enforce any claim, right or title of
     any  kind  in  or to the Purchased Assets, to defend and compromise any and
     all  actions,  suits  and  proceedings  in  respect of any of the Purchased
     Assets,  and  to  do  all  such acts and things in relation thereto as such
     party may deem advisable. Purchaser shall provide Seller with notice of any
     collection  action(s)  instituted by it under this provision. Seller agrees
     that  the  foregoing  powers  are  coupled  with  an  interest and shall be
     irrevocable  by  the  Seller, directly or indirectly, by the dissolution of
     Seller  or  in  any  manner  or  for any reason. Seller further agrees that
     Purchaser shall retain for its own respective account any amounts collected
     pursuant  to  the  foregoing  powers,  and  Seller shall pay or transfer to
     Purchaser,  if  and  when  received, any amounts which shall be received by
     Seller  after  the  Closing  in  respect  of  any such receivables or other
     assets,  properties,  rights  or business to be transferred and assigned to
     Purchaser  as  provided  herein. Seller further agrees that, at any time or
     from time to time after the Closing, it will, upon the request of Purchaser
     and  at  Seller's  expense,  do,  execute, acknowledge and deliver, or will
     cause  to  be  done,  executed, acknowledged or delivered, all such further
     reasonable  acts,  assignments, transfers, powers of attorney or assurances
     as  may be required in order to further transfer, assign, grant, assure and
     confirm to Purchaser, or to aid and assist in the collection or granting of
     possession  by  Purchaser,  of  any  of the Purchased Assets, or to vest in
     Purchaser  good  and  marketable  title  to  the  Purchased  Assets.

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


                                       3.
                            ASSIGNMENT OF LIABILITIES
                            -------------------------

3.1  Liabilities  to  be  Paid  Off  at  Closing  or  Assumed  by  Purchaser.
     -----------------------------------------------------------------------


                                      E73
<PAGE>
     A.   At  the  Closing, Purchaser shall assume and pay off or discharge when
          due  (and  secure  the release of Seller and Shareholders from any and
          all  personal  liability or guaranty with respect to such obligation),
          the  following:

          (i)  Seller's  obligation to BB&T under an asset base credit facility,
               the  outstanding  amount  of  which  on  August 31st, 2001 is One
               Million Four Hundred Sixty-One Thousand Two Hundred Seventy-Seven
               Dollars  ($1461,277.00)  plus  accrued  interest,  and  as of the
               Closing  Date  is  $_____________,  which  is collateralized by a
               security  interest  in  Seller's  assets;

          (ii) All  of  the trade accounts payable of the Seller relating to the
               Business  incurred  in the ordinary course of business consistent
               with Seller's prior practices, the outstanding amount of which is
               $224,508.00  on  August31st,  2001,  and  as  may  be  incurred,
               increased  or  decreased  since August31st, 2001 to the Pro Forma
               Balance  Sheet  for operations in the ordinary course of business
               or  any other transaction provided by this Agreement, and subject
               to the satisfaction of the Net Asset Amount requirement set forth
               in  Section  4.1(d)  as  of  the  Closing  Date.

         (iii) All  of the  obligations  and liabilities of Seller arising after
               the  Closing under the contracts described in Section 2.2 and the
               Leases  described  in  Section  2.4.

          The  Assumed Liabilities to be paid off as set forth in Section 3.1 A.
          (i)-(iii),  as  may  be  incurred,  increased  or  decreased since the
          August31st,  2001  Pro  Forma  Balance  Sheet to the Pro Forma Balance
          Sheet  for  operations in the ordinary course of business or any other
          transaction  permitted  by  this  Agreement,  and  subject  to  the
          satisfaction  of the Net Asset Amount requirement set forth in Section
          4.1(d)  as  of  the  Closing  Date.

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

     B.   Purchaser agrees to indemnify, defend and hold Seller and Shareholders
          harmless  from  any  loss, damage, claim, liability or deficiency with
          respect  to  Assumed  Liabilities.


3.2  Excluded  Liabilities.
     ---------------------

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

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

          (b)  all Liabilities to any current or former shareholders, directors,
               officers,  employees  or  agents  of  Seller,  including, without
               limitation,  all  Liabilities  and obligations for wages, salary,
               bonuses,  commissions,  vacation  or  severance  pay,  deferred
               compensation, retirement pay, profit sharing or pension benefits,
               and  all  Liabilities arising under any bonus, commission, salary


                                      E74
<PAGE>
               or compensation plans or arrangements, whether accruing prior to,
               on  or  after  the  Closing  Date  including, but not limited to,
               Seller's  obligations under the Ballantyne Consulting Group, Inc.
               Basis  Point  Plan,  and  including  Seller's  obligation under a
               401(k) payable, its payroll liabilities and an additional accrued
               payroll  liability,  all  as  set forth in more detail in Section
               5.1;

          (c)  all  Liabilities with respect to unemployment compensation claims
               and worker'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's  employees,  prior  to,  on  or  after the Closing Date;

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

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

          (f)  all  Liabilities of Seller including any costs of attorneys' fees
               incurred in connection therewith, for litigation, claims, demands
               or  governmental  proceedings  arising  from  occurrences,
               circumstances  or  events, or exposure to conditions occurring or
               existing  prior to the Closing Date, and which may be asserted or
               commenced  prior  to,  on  or  after  the  Closing  Date;

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

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

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

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

          (k)  all  Liabilities  of  Seller  incurred  incident  to  any
               indemnification  for  breach  of any representations, warranties,
               covenants,  or  other  agreements made by Seller under any of the
               asset  purchase,  stock,  reorganization,  or  other  legal
               transaction(s)  set  forth  in  Disclosure  Schedule  2.2(q);

          (l)  all  Liabilities  of Seller with respect to any loans or advances
               made  by  the  Shareholders  or  any  Affiliate  to  Seller;

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


                                      E75
<PAGE>
          (n)  all Liabilities of Seller with respect to any unpaid sales tax as
               of  the  Closing  Date  related to accounts receivable as of such
               date.

          Seller  shall  pay  all  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  will  be terminated by Seller and Purchaser will extend offers
          of  employment  to  such  individuals.


                                       4.
                     CONSIDERATION FOR THE PURCHASED ASSETS
                     --------------------------------------

4.1  Purchase  Price  for  the  Purchased  Assets.
     --------------------------------------------

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

     (a)  Two  Million  One  Hundred Twenty-Five Thousand Two Hundred Sixty-Nine
          Dollars ($2,125,269.00), less the amount of any funded indebtedness of
          Seller  in  excess  of  $1,507,486.00  as  of  the  Closing  Date;

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

     (c)  Any amount that may be paid pursuant to Section 4.4 and/or Section 4.5
          that  is  allocated  to  the  Purchase  Price.

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

     (d)  If  the Net Asset Amount of the Seller as of the Closing Date as shown
          on  the  Pro  Forma Balance Sheet is less than Six Hundred Twenty-Nine
          Thousand  Seventy-Six  Dollars ($629,076.00), the Purchase Price shall
          be  decreased  on  a  dollar-for-dollar  basis equal to the difference
          between $629,076.00 and such amount. In the event the Net Asset Amount
          of  the  Seller as of the Closing Date is greater than $629,076.00, no
          increase  to  the  Purchase  Price  shall  be  made under this Section
          4.1(d). The determination of the Net Asset Amount shall be made in the
          manner  provided  for  in  Section  5.1  hereof.

     (e)  If  the  2001  Annualized  EBITDA  is  less  than  Seven Hundred Three
          Thousand  Dollars ($703,000.00), the Purchase Price shall be decreased
          once  the  shortfall  exceeds  Ten  Percent (10%), or Seventy Thousand
          Three  Hundred Dollars ($70,300.00) of such amount. In such event, any
          shortfall  below  $632,700.00  shall  reduce the Purchase Price by the
          amount of such shortfall multiplied by two (2) provided; however, that
          such  reduction  will  be  set  off  against the $400,000 subordinated
          promissory  note  described  in  Section 4.2(b) and the amount of such
          reduction  shall  not exceed the principal and interest on such noteIn
          the event that the 2001 Annualized EBITDA is greater than $703,000.00,
          no  increase  to  the  Purchase Price shall be made under this Section
          4.1(e).  The determination of the 2001 Annualized EBITDA shall be made
          in  the  manner  provided  for  in  Section  5.2  hereof.

4.2  Payment  of  the  Purchase  Price  for  the  Purchased  Assets.
     --------------------------------------------------------------

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

     (a)  By  certified  or  bank cashier's check or by wire transfer to Seller,
          the  amount  of  One  Million  Seven  Hundred Twenty-Five Thousand Two
          Hundred  Sixty-Nine Dollars ($1,725,269.00), as may be adjusted by the
          amount  of  Seller's  funded  indebtedness  assumed  or  paid  off  by


                                      E76
<PAGE>
          Purchaser  under  Section 3.1(a) in excess of One Million Five Hundred
          Seven  Thousand  Four Hundred Eighty-Six Dollars ($1,507,486.00) as of
          the  Closing  Date;

     (b)  The remaining sum of Four Hundred Thousand Dollars ($400,000.00) shall
          be payable to Seller pursuant to the terms of Purchaser's subordinated
          promissory  note.  The  note  shall bear interest at the prime rate of
          Chase  Manhattan  Bank as of the date of Closing. The principal of the
          note  shall  be payable in two (2) equal annual installments, with the
          first  principal payment commencing on the first annual anniversary of
          the  Closing,  and  the  remaining  principal payment being due on the
          second  annual anniversary date of the Closing. Interest on the unpaid
          principal  balance  of the note shall be paid quarterly with the first
          interest  payment being due and payable ninety (90) days from Closing.
          Such  note  and  all  obligations  of  Purchaser  thereunder  will  be
          subordinated  and made junior in right of payment to the extent and in
          the  manner  provided  in  a  Subordination  Agreement  to be executed
          between  Deutsche  Financial  Services  Corporation, as Administrative
          Agent  for  itself and other lenders, and Purchaser and Seller. A copy
          of  said  note  is  attached  hereto  as Exhibit D. Such note shall be
          subordinate  to  Purchaser's  lenders  pursuant  to  the  terms  of  a
          Subordination  Agreement in the form attached hereto as Exhibit E. The
          obligation  of Purchaser under said note shall be guaranteed by PCR in
          the  form  attached  hereto  as  Exhibit  F.

     (c)  The  Assumed  Liabilities  assumed  or  paid  off  under  Section 3.1.

4.3  Allocation  of  Purchase  Price.
     -------------------------------

     The  Purchase  Price  to  be  paid  to  the Seller hereunder, including the
     liabilities  assumed or paid by Purchaser pursuant to Section 3.1, shall be
     allocated  as  set forth on Exhibit G attached hereto. Seller and Purchaser
     and  each Shareholder 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. Seller and Purchaser acknowledge that
     the  promissory  note  payable  to  Seller  by  Purchaser  pursuant  to the
     provisions  of  Section  4.2(b)  shall  be attributable to a portion of the
     Purchase  Price  being  allocated  to  good  will  under  Exhibit  G.

4.4  Potential  Adjustment  to  Purchase  Price.
     ------------------------------------------

          Earn-Out  No.  1.
          ----------------

          If  the EBITDA ("EBITDA") of Purchaser's System 5/Ballantyne Divisions
          computed  as set forth in Section 4.6 during any of the fiscal periods
          set  forth  below  equals or exceeds 70%, but is less than 100% of the
          applicable  EBITDA  Threshold  for  such  period  set  forth  below:

               Fiscal  Year  2002     -
               (January  6,  2002  to  January  5,  2003)          $1,358,744
               Fiscal  Year  2003     -                            $1,358,744
               Fiscal  Year  2004     -                            $1,358,744

          Purchaser shall pay Seller, by bank check or wiring within ninety (90)
          days  following  the  end  of  the fiscal year, the following for such
          period:  [(actual  EBITDA  / 1,358,744) - .7] (3.33) ($697,543.00). If
          the  EBITDA ("EBITDA") of Purchaser's System 5/Ballantyne Divisions is
          greater than 100% of the applicable EBITDA Threshold, as listed above,
          Purchaser shall pay Seller, by bank check or wiring within ninety (90)


                                      E77
<PAGE>
          days  following  the end of the fiscal year, the amount of Six Hundred
          Ninety-Seven  Thousand  Five Hundred Forty-Three Dollars ($697,543.00)
          for such period. Any EBITDA shortfall in any year shall not offset any
          excess EBITDA in any subsequent year(s) hereunder, it being the intent
          of  the parties that the EBITDA Threshold set forth herein shall apply
          to  each  applicable year separately, subject, however, to the ability
          of  Seller  to  earn  $697,543.00 for each fiscal year, or Two Million
          Ninety-Two  Thousand Six Hundred Thirty Dollars ($2,092,630.00) if the
          EBITDA Threshold criteria were satisfied in all three years. Such cash
          payment  by Purchaser shall be additional Purchase Price which will be
          added  to  the  goodwill  allocation  of  the  Purchase  Price.

4.5  Potential  Adjustment  to  Purchase  Price.
     ------------------------------------------

     Earn-Out  No.  2.
     ----------------

          If  the  EBITDA  of  Purchaser's  System 5/Ballantyne Divisions in the
          aggregate  during any of fiscal years 2002 (January 6, 2002 to January
          5,  2003),  2003  and  2004 exceed the applicable EBITDA threshold for
          such  year  set  forth  below:

                  Fiscal  Year  2002     -          $1,358,744
                  Fiscal  Year  2003     -          $1,358,744
              Fiscal  Year  2004     -              $1,358,744

     Purchaser shall pay Seller, by bank check or wiring within ninety (90) days
     following  the  end of the fiscal year, an aggregate amount equal to 42.60%
     of  Fifty  Percent  (50%)  of the EBITDA of Purchaser's System 5/Ballantyne
     Divisions  in  excess  of  the  EBITDA  threshold  for the applicable year,
     subject to a cumulative limitation of Three Million Two Hundred Seventy-One
     Thousand  Nine  Hundred  Seventy-Four  Dollars  ($3,271,974.00) during such
     aggregate  period.  Any  EBITDA  shortfall in any year shall not offset any
     excess  EBITDA  in any subsequent year(s) hereunder, it being the intent of
     the  parties that the EBITDA threshold set forth herein shall apply to each
     applicable  year separately, subject, however, to the cumulative limitation
     of  $3,271,974.00  during  such  aggregate  period.  Such  cash  payment by
     Purchaser  shall  be  additional Purchase Price, which will be added to the
     goodwill  allocation  of  the  Purchase  Price.

4.6  Operation  of  and Accounting for Purchaser's System 5/Ballantyne Divisions
     ---------------------------------------------------------------------------
     and  Procedure  for  Determination  of  EBITDA.
     ------------------------------------------------

     For purposes of this Agreement, "Purchaser's System 5/Ballantyne Divisions"
     shall  be defined as the Business acquired from Seller by Purchaser and the
     businesses  acquired  from System 5 Technologies, Inc. by Purchaser and its
     parent  company,  Pomeroy  Computer  Resources,  Inc.  pursuant to an Asset
     Purchase  Agreement  of  even date. Purchaser agrees that subsequent to the
     Closing  and  through  the  end of fiscal year 2004 (the "Earnout Period"),
     Purchaser  shall  operate  Purchaser's  System  5/Ballantyne  Divisions  as
     separate  divisions or direct or indirect subsidiary of Purchaser and shall
     maintain separate books of account (the "System5/BCG Books of Account") for
     Purchaser's  System  5/Ballantyne  Divisions  as  if  Purchaser's  System
     5/Ballantyne  Divisions  were  a "stand alone" entity in order to calculate
     EBITDA  of  Purchaser's  System  5/Ballantyne  Divisions.

     For  purposes  of  Sections  4.4  and 4.5, the term "EBITDA" shall mean the
     earnings  before  interest,  taxes,  depreciation  and  amortization  of
     Purchaser's System 5/Ballantyne Divisions during the applicable period.


                                      E78
<PAGE>
     The  EBITDA  shall  be  determined by the internally-generated System 5/BCG
     Books  of  Account  determined  in  accordance  with  generally  accepted
     accounting  principles,  consistently  applied,  provided  that (i) for the
     period  commencing on the earlier of the installation of the Astea (MAS and
     Accounting)  System  at  Purchaser's  System  5/Ballantyne  Divisions,  or
     February  1,  2002,  through  the end of Fiscal Year 2002, the System 5/BCG
     Books  of Account will provide for a 1.5% MAS royalty fee and a .3% Ad Fund
     royalty fee on the gross sales by Purchaser's System 5/Ballantyne Divisions
     during  such  period. The parties shall exercise good faith in effectuating
     the  implementation  of  said Astea Accounting System at Purchaser's System
     5/Ballantyne  Divisions.  In  the event that the Astea (MAS and Accounting)
     System  is not implemented by February 1, 2002 because of the determination
     of  Purchaser,  the  1.5%  MAS  royalty fee and the .3% Ad Fund royalty fee
     shall  not  be  made incident to said EBITDA determination until said Astea
     (MAS and Accounting) System is installed at Purchaser's System 5/Ballantyne
     Divisions,  (ii) for Fiscal Years 2003 and 2004, the MAS royalty fee and Ad
     Fund royalty fee included in the System 5/BCG Books of Account, shall be in
     amounts  agreed  to,  in  good  faith, by the parties based on the level of
     services and support being provided by Purchaser to its System 5/Ballantyne
     Divisions;  provided,  however,  if  the  parties  are unable to come to an
     agreement  for the amount of the MAS royalty fee and/or the Ad Fund royalty
     fee  for either such Fiscal Year, the MAS royalty fee shall be 1.5% and the
     Ad  Fund  royalty  fee  shall be .3%, (iii) no effect shall be given on the
     System  5/BCG Books of Account to any gain or loss attributable to any sale
     of  assets or services by Purchaser's System 5/Ballantyne Divisions outside
     the  ordinary  course of business, except as agreed to by the parties, (iv)
     no items of income or expense from any business of Purchaser from its other
     branches  that  is  relocated  to Purchaser's System 5/Ballantyne Divisions
     will  be  included  in  the  System  5/BCG  Books  of Account, unless it is
     mutually  agreed  upon  by the parties to include such income or expense in
     the  System  5/BCG  Books  of  Account,  (v) severance pay for S. Schneider
     during  the  Earnout Period shall be excluded from the EBITDA calculations,
     and  any  other  severance  pay  payable to any other Shareholder of Seller
     whose  employment  with  Purchaser  is  terminated without cause if all the
     parties  mutually  agree  that  the  cost  of  said severance pay should be
     excluded  from the EBITDA calculations during the Earn-out Period, (vi) any
     payment  made to Seller pursuant to Section 4.4 or 4.5 shall not be charged
     against EBITDA for any year and (vii) except as noted above with respect to
     the  MAS royalty fee and Ad Fund royalty fee, no indirect income or expense
     allocations  (such  as  overhead  or  other  corporate  allocation) will be
     allocated  to  Purchaser's System 5/Ballantyne Divisions, unless such items
     are  reasonably  calculated  to  contribute  to  the increase in profits of
     Purchaser's System 5/Ballantyne Divisions and are agreed to by the parties,
     it  being  the  intent  of the parties that Purchaser shall exercise utmost
     good faith with respect to allocations of income and expense to Purchaser's
     System  5/Ballantyne  Divisions.
     The  determination  of EBITDA shall be subject to verification as set forth
     in  this  Section 4.6. Within ninety (90) days after the end of each fiscal
     year  or  period  described  herein in Sections 4.4 and 4.5, Purchaser will
     deliver  to Seller a copy of the report of EBITDA prepared by Purchaser for
     the  subject  period,  along with any documentation reasonably requested by
     Seller.  Within  thirty  (30)  days  following  delivery  to Seller of such
     report,  Seller  shall  have  the right to object in writing to the results
     contained  in such determination. If timely objection is not made by Seller
     to  such  determination,  such determination shall become final and binding
     for  purposes  of  this Agreement. If timely objection is made by Seller to
     Purchaser and Seller 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 to
     Purchaser  and Seller and Purchaser are unable to resolve their differences
     in  writing  within  thirty  (30)  days  following  the  expiration  of the
     thirty-day (30-day) period, then all disputed accounting matters pertaining
     to  the  report  shall  be  submitted to and reviewed by an arbitrator (the
     "Arbitrator")  which  shall  be  an independent accounting firm selected by


                                      E79
<PAGE>
     Purchaser  and Seller. If Purchaser and Seller are unable to agree promptly
     on  an  accounting firm to serve as the Arbitrator, each shall select by no
     later  than the 30th day following the expiration of the sixty-day (60-day)
     period,  an accounting firm, and the two selected accounting firms shall be
     instructed  to  select  promptly  another independent accounting firm, such
     newly  selected  firm  to  serve  as  the  Arbitrator. The Arbitrator shall
     consider  only  the  disputed  accounting  matters  pertaining  to  the
     determination  and  shall  act  promptly to resolve all disputed accounting
     matters,  and  its decision with respect to all disputed accounting matters
     shall  be final and binding upon Seller and Purchaser. If the determination
     of  the  Arbitrator  results in additional payments being due under Section
     4.4  or  4.5,  Purchaser  shall  pay  Seller  such amount, by bank check or
     wiring,  within  three  business  days  following  the determination by the
     Arbitrator.  Expenses  of  the  Arbitration  shall be borne one-half ( ) by
     Purchaser  and  one-half ( ) by Seller. Each party shall be responsible for
     its  own attorney and accounting fees. The resolution of any disputed legal
     matters  pertaining  to  the  report  shall  be subject to judicial review.

4.7  Certain  Closing  Expenses.
     --------------------------

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


                                      E80
<PAGE>
                                       5.
                            POST-CLOSING ADJUSTMENTS
                            ------------------------

5.1  Within  sixty  (60)  days after the Closing Date (the "Post Closing Date"),
     Seller's  Accountant  will  deliver  to  Purchaser  a copy of the Pro Forma
     Balance  Sheet  prepared  by  Seller's Accountant along with any supporting
     documentation  reasonably  requested  by Purchaser reflecting the Net Asset
     Amount  as  of  the  Closing  which  shall  be  defined as the total of the
     Purchased Assets less the amount of the Assumed Liabilities relating to the
     Business,  as  reflected  on  the  Pro  Forma Balance Sheet (the "Net Asset
     Report").  The  Pro  Forma  Balance  Sheet shall be prepared using the same
     accounting  methods,  policies,  practices  and procedures, with consistent
     classifications,  judgments,  estimations  and methodologies as used in the
     preparation  of the August 31st, 2001 Pro Forma Balance Sheet. For purposes
     of determining the Net Asset Amount, the Excluded Liabilities consisting of
     Seller's  401(k)  account  payable  in  the  amount  of $36,292.00, payroll
     liabilities  of  $162,181.00,  and  additional accrued payroll liability of
     $177,700.00,  as  of  August  31st,  2001,  shall  be  included  in  such
     calculation, as such amounts may be increased or decreased since the August
     31st,  2001  Pro  Forma  Balance  Sheet  to the Pro Forma Balance Sheet for
     operations  in  the  ordinary  course of business, or any other transaction
     permitted  by  this  Agreement,  and subject to the satisfaction of the Net
     Asset  Amount  requirements  set  forth in Section 4.1(d) as of the Closing
     Date.  Within  thirty  (30) days following delivery to Purchaser of the Net
     Asset  Report,  Purchaser  shall have the right to object in writing to the
     results  contained therein. If timely objection is not made by Purchaser to
     the  Net  Asset Report, the Net Asset Report shall become final and binding
     for purposes of this Agreement. If timely objection is made by Purchaser to
     the  Net  Asset  Report,  and  the Seller and Purchaser are able to resolve
     their  differences  in  writing  within  fifteen  (15)  days  following the
     expiration  of  such  thirty (30) day period, then the Net Asset Report, as
     resolved,  shall  become final and binding as it relates to this Agreement.
     If timely objection is made by Purchaser to the Net Asset Report and Seller
     and  Purchaser  are  unable  to resolve their differences in writing within
     such  fifteen  (15)  day  period,  then  all  disputed  accounting  matters
     pertaining to the Net Asset Report shall be submitted to and reviewed by an
     arbitrator (the "Arbitrator") which shall be an independent accounting firm
     selected  by  the  Seller  and  the  Purchaser. If Purchaser and Seller are
     unable to agree promptly on the accounting firm to serve as the Arbitrator,
     each  shall  select  by  not later than the seventh (7th) day following the
     expiration  of  the  Net  Asset  Report  objection  period,  a  nationally
     recognized  accounting  firm,  and  each  selected accounting firm shall be
     instructed  to  jointly  select  promptly  another  nationally  recognized
     accounting  firm, such third accounting firm shall serve as the Arbitrator.
     The  Arbitrator  shall  consider  only  the  disputed  accounting  matters
     pertaining  to  the  determination  and  shall  act  promptly and fairly to
     resolve  all  disputed  accounting matters and its decision with respect to
     all  disputed accounting matters shall be final and binding upon the Seller
     and  Purchaser. The expenses of the arbitration shall be borne one-half ( )
     by  Purchaser  and  one-half  (  )  by  the  Seller.  Each  party  shall be
     responsible  for  its  own attorney and accounting fees. The resolutions of
     any  disputed  legal  matters  pertaining to the report shall be subject to
     judicial review. If the Net Asset Amount (as shown on the Net Asset Report)
     is  less  than  Six  Hundred  Twenty-Nine  Thousand  Seventy-Six  Dollars
     ($629,076.00)  in the aggregate, the Purchase Price shall be decreased on a
     dollar-for-dollar  basis  for  such  difference by Seller first repaying to
     Purchaser  by  certified or cashier's check or wire transfer, from the cash
     paid  under  Section  4.2(a).


                                      E81
<PAGE>
5.2  Within  sixty (60) days after the close of the 2001 fiscal year (January 5,
     2002),  Seller  will  deliver  to  Purchaser  the determination of the 2001
     Annualized  EBITDA  for  the  period  commencing  July  1, 2001 to Closing,
     prepared  by  Seller's  Accountant, along with any supporting documentation
     reasonably requested by Purchaser, and Purchaser will deliver to Seller the
     determination  of the 2001 Annualized EBITDA for the period commencing with
     the  Closing  and  ending  December  31st,  2001,  prepared  by Purchaser's
     internally  generated  accounting  statements,  along  with  any supporting
     documentation  reasonably  requested  by Seller. The 2001 Annualized EBITDA
     shall  be  prepared  in  accordance  with  generally  accepted  accounting
     principles  using  the  same  principles  as  set  forth  in  the Financial
     Statements.  Provided, however, the two-week payroll accrual of One Hundred
     Seventy-Seven Thousand Seven Hundred Ninety-Six Dollars ($177,796.00) shall
     not  be  taken  into  account  incident  to  the  determination of the 2001
     Annualized  EBITDA.  Thirty  (30)  days following delivery of such reports,
     both  parties  shall  have  the  right  to object in writing to the results
     contained in such determinations. If timely objection is not made by either
     party  to  such  determination,  such  determination shall become final and
     binding.  If timely objection is made by any party and the parties are able
     to  resolve their differences in writing within fifteen (15) days following
     the  expiration  of  the 2001 Annualized EBITDA objection period, then such
     determination  as  resolved shall become final and binding as it relates to
     this  agreement.  If  timely  objection is made by any party and Seller and
     Purchaser  are  unable  to  resolve their differences in writing within ten
     (10)  days following the expiration of the 2001 Annualized EBITDA objection
     period,  then  all disputed accounting matters relating to the report shall
     be  submitted to and reviewed by an Arbitrator according to the process and
     procedure  set  forth in Section 5.1 above. The expenses of the arbitration
     shall  be  borne one-half ( ) by Purchaser and one-half ( ) by Seller. Each
     party  shall  be  responsible for its own accounting and attorney fees. The
     resolution  of  any disputed legal issues pertaining to those reports shall
     be subject to judicial review. Any net reduction in the Purchase Price as a
     result  of  said adjustment as determined by Section 4.1(e) shall be offset
     against  the  Promissory  Note  set  forth  in  Section  4.2(b).


                                       6.
                              EMPLOYMENT AGREEMENTS
                              ---------------------

6.1  Employment  Agreements  of  Shareholders.
     ----------------------------------------

     At Closing, Purchaser shall enter into Employment Agreements with M. DeMeo,
     J.  Schmidt  and  S.  Schneider.  Copies  of said Employment Agreements are
     attached  hereto  and  made  a  part  hereof  as  Exhibits  I, I-1 and I-2.


                                      E82
<PAGE>
                                       7.
                       COVENANT NOT TO COMPETE AGREEMENTS
                       ----------------------------------

7.1  Covenant  Not  to  Compete  Agreements  of  Seller  and  Shareholders.
     ---------------------------------------------------------------------

     At  Closing,  Seller  and each Shareholder shall enter into Covenant Not to
     Compete  Agreements  with Purchaser. Copies of said Covenant Not to Compete
     Agreements  are  attached hereto and made a part hereof as Exhibits J, J-1,
     J-2,  J-3  and  J-4.

7.2  As  an  express condition of this Agreement, certain Shareholders of Seller
     who  are  not  parties to this Agreement, specifically, the individuals set
     forth  on Disclosure Schedule 7.2, shall enter into Covenant Not to Compete
     Agreements  in  the  form  of Exhibits J-5, J-6, J-7, J-8, J-9, J-10, J-11,
     J-12,  J-13,  J-14,  J-15,  J-16,  J-17  and  J-18.


                                       8.
                                 BULK SALES ACT
                                 --------------

8.01  Compliance  with  Bulk  Sales  Act.
      ----------------------------------

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


                                       9.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                         OF SELLER AND EACH SHAREHOLDER
                         ------------------------------

     Except  as set forth in the Disclosure Schedule attached hereto, (i) Seller
     and Shareholders, jointly and severally, represent and warrant to Purchaser
     that  the  following statements are true and correct as of the date hereof.

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

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

9.2  Capitalization.
     --------------


                                      E83
<PAGE>
     (a)  The  outstanding  capitalization  of  Seller  consists  solely of Nine
          Thousand  Seven  Hundred  Seventy-Five (9,775) shares of common stock,
          without  par  value,  of which Nine Thousand One Hundred Fifty (9,150)
          shares,  representing 93.6% of the issued stock are currently owned by
          the Shareholders. All outstanding Shares of Seller's capital stock are
          fully  paid and nonassessable and have not been issued in violation of
          the  preemptive  rights  of  any  person.  Except  as set forth in the
          Disclosure  Schedule,  Seller is not obligated to issue or acquire any
          of  its  securities,  nor has it granted options or any similar rights
          with  respect  to  any  of  its  securities.

9.3  Authority  to  Make  Agreement.
     ------------------------------

     The  Seller and each Shareholder have the full legal power and authority to
     enter into, execute, deliver and perform their respective obligations under
     this  Agreement  and  each  of  the other agreements, instruments and other
     instruments  to  be  delivered  incident hereto ("Other Seller Documents").
     This  Agreement  and  the Other Seller Documents have been duly and validly
     executed  and  delivered  by Seller and each Shareholder, and are the legal
     and  binding  obligation  of  each  of them, enforceable in accordance with
     their  respective  terms, subject to principles of equity, bankruptcy laws,
     and  laws  affecting  creditors' rights generally. The Seller has taken all
     necessary  action  (including action of Seller's Board of Directors and its
     Shareholders)  to  authorize and approve the execution and delivery of this
     Agreement  and  the  Other  Seller  Documents,  the  performance  of  its
     obligations  thereunder  and  the  consummation  of  the  transactions
     contemplated  thereby.

9.4  Existing  Agreements,  Governmental  Approvals  and  Permits.
     ------------------------------------------------------------

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


                                      E84
<PAGE>
     (b)  Neither  the Seller nor any Shareholders are a party to, subject to or
          bound  by  any  agreement, judgment, award, order, writ, injunction or
          decree  of  any  court,  governmental  body  or arbitrator which would
          prevent  the  use  by  Purchaser of the Purchased Assets in accordance
          with  present  practices of Seller after the Closing Date or which, by
          operation  of  law,  or  pursuant  to  its  terms,  would be breached,
          terminate,  lapse  or  be  subject to termination or default under (in
          each case whether with or without notice, the passage of time or both)
          upon  the  consummation  of  the  transactions  contemplated  in  this
          Agreement.

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

9.5  Financial  Statements.
     ---------------------

     (a)  Copies  of  the  Financial  Statements  are attached to the Disclosure
          Schedule.  Each  of  the Financial Statements are true and complete in
          all  material  respects and were prepared in accordance with generally
          accepted  accounting  principles  ,  applied  on  a  consistent  basis
          throughout  the  periods  indicated and fairly present in all material
          respects  the  financial  condition and operations of Seller as of the
          respective dates thereof and the results of its operations and changes
          in  financial  position  for  the  respective  periods  then  ended.

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

9.6  Customers.
     ---------

     The  Disclosure  Schedule  includes  a correct list of the twenty-five (25)
     largest  customers  of  Seller  by sales in dollars for each of fiscal year
     2000,  and  January through August of 2001, and the amount of business done
     by  the  Seller  with  each  such  customer for such periods. Seller has no
     knowledge that any of the current customers of Seller will or intend to (a)
     cease  doing  business  with Seller; or (b) cancel or materially modify any
     currently  contracted  projects;  or (c) not do business with the Purchaser
     after  the  Closing.


                                      E85
<PAGE>
9.7  Intangible  Property.
     --------------------

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

9.8  Significant  Agreements.
     -----------------------

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

     (a)  Providing  for payments of more than Five Thousand Dollars ($5,000.00)
          per  year,  other than purchase orders incurred in the ordinary course
          of  business;

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

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

     (d)  Providing  for  a  guarantee or indemnity by Seller, including but not
          limited  to  any  indemnification  provided  under  any asset purchase
          agreement,  stock purchase agreement, or other transaction that Seller
          is  a  party  to;

     (e)  With  any  Affiliate  of  Seller;

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

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

     (h)  In the nature of a profit sharing, bonus stock option, stock purchase,
          pension,  deferred  compensation,  retirement,  severance,
          hospitalization, insurance or other plan or contract providing benefit
          to  any  person  or  former  director,  officer,  employee,  agent,


                                      E86
<PAGE>
          shareholder, consultant, broker or advisor of Seller, or such person's
          dependents,  beneficiaries  or  heirs;

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

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

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

     True  and  correct  copies  of  all  items  so  disclosed in the Disclosure
     Schedule  (if  written)  have been provided or made available to Purchaser.
     Each  of  such  items  listed,  or  required  to  be listed, is a valid and
     enforceable  obligation  of  Seller  and  to  Seller's Knowledge, the other
     party(ies)  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  or  the counterparty thereto 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,  or would cause the acceleration of any
     obligation  of any party thereto or the creation of an Encumbrance upon any
     asset  of  Seller.  There  are  no  material  oral contracts, agreements or
     understandings  made  by any Shareholder, material to the Purchased Assets,
     except such as have been disclosed in the Disclosure Schedule and for which
     an  accurate  summary  description  has  been  provided.

9.9  Inventory.
     ---------

     Seller  represents  that  it  does  not  own  any inventory incident to the
     operation  of  its  Business.

9.10 Accounts  Receivable  and  Vendor  Receivables.
     ----------------------------------------------

     All  accounts  receivable  and  vendor receivables of the Seller which have
     arisen in connection with the Business or otherwise and which are reflected
     on  the  Financial  Statements  and all receivables which have arisen since
     August31st,  2001  through the Closing shall have arisen only from bonafide
     transactions  in  the  ordinary  course  of  business  and represent valid,
     collectible and existing claims, net of any reserve as reflected on the Pro
     Forma  Balance  Sheet.  Subject  to  customer  credit,  the payment of each
     account  and  vendor  receivable  will not be subject to any known defense,
     counterclaim  condition  (other  than  Seller's performance in the ordinary
     course  of  business) whatsoever. The Disclosure Schedule hereto accurately
     lists,  as  of the Closing Date, all receivables arising out of or relating
     to  the  Business,  the amount owing and aging of such accounts receivable,
     the  name  of  the  party  from  whom such account receivable is owing, any
     security  in  favor  of  any  Seller  for  the  repayment  of  such account
     receivable  which  Seller  purports  to  have. Seller has made available to
     Purchaser  complete  and  correct  copies of all instruments, documents and
     agreements  evidencing  such  accounts  receivable  and of all instruments,
     documents  or  agreements  (if  any)  creating  security  therefor.

9.11 Taxes.
     -----


                                      E87
<PAGE>
     Except  as  to  Taxes  not  yet  due  and payable, and except for Taxes the
     payment  of which is being diligently contested in good faith and by proper
     proceedings  and  for  which  adequate  reserves  have  been established in
     accordance with generally accepted accounting principles, and except as set
     forth in the Disclosure Schedule, Seller has filed all Tax Returns 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 them, or their
     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. Seller and each Shareholder shall pay,
     without  right  of  reimbursement  from  Purchaser, all of Seller's and any
     Shareholder's  income  Taxes  including  but  not  limited  to  any  Taxes
     attributable  to  any  gain  under  Section 1374 of the Code, including any
     interest  and  penalties  thereon,  that relate to the activities of Seller
     through  the  Closing  including  this  transaction,  as  due.

9.12 Title  to  Purchased  Assets;  Encumbrances.
     -------------------------------------------

     (a)  With respect to the Purchased Assets sold, at the Closing Seller shall
          have  good  title  to the owned by it being acquired by Purchaser, and
          except  for  matters  expressly  set  forth  in  Section  3.1,  which
          Encumbrances,  if  any,  upon the Purchased Assets shall be removed at
          Closing,  free  and  clear of all Encumbrances whatsoever; immediately
          after the transfer of the Purchased Assets being acquired by Purchaser
          from Seller, and Purchaser will own all of said Purchased Assets, free
          and  clear  of  all  Encumbrances  whatsoever,  whether  perfected  or
          unperfected; and, by way of illustration but not limitation, there are
          not  any unpaid taxes, assessments or charges due or payable by Seller
          to  any  federal,  state  or  local  agency,  or  any  obligations  or
          liabilities  or  any unsatisfied judgments against, or, to the best of
          Seller's  knowledge,  any  litigation  or  proceedings  pending  or
          threatened  against  Seller  by  any  of  Seller's employees, clients,
          customers,  creditors,  suppliers,  or  any  other party (nor state of
          facts  for  any such obligation, liability, litigation or proceeding),
          that could become a claim, obligation, liability, lien or other charge
          of  or  against  Purchaser  or  the  Purchased  Assets. To the best of
          knowledge  of  Seller,  all  of  Seller's tangible and other operating
          assets  used  in  the  Business  which  are  being  sold  hereunder to
          Purchaser  are,  in all material respects, in good operating condition
          and repair, free of all structural, material or mechanical defects and
          conform  with  all  applicable  laws  and  regulations.

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

9.13 Pending  Actions.
     ----------------


                                      E88
<PAGE>
     Seller  has  not been served with or received notice of any actions, suits,
     arbitrations,  OSHA,  EPA  or  other  governmental violations, or any other
     proceedings  or investigations, either administrative or judicial, strikes,
     lockouts  or NLRB charges or complaints ("Actions and Disputes"). There are
     no  Actions  or  Disputes  pending  or,  to the best of Seller's knowledge,
     threatened  against  or  affecting  (directly  or indirectly) Seller or its
     property  or  assets  nor, to the best of Seller's knowledge, are there any
     facts  or  conditions which exist which would give rise to any such Actions
     or Disputes which, if determined adversely to Seller, would have a material
     adverse  effect  upon  the  Seller's  Business.

9.14 Insurance.
     ---------

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

9.15 Status  of  the  Business.
     -------------------------

     (a)  Since  August 31st, 2001, the Business of the Seller 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, purchase order, 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;


                                      E89
<PAGE>
          (v)  Any  cancellation  or  compromise  of  any material debts owed to
               Seller  or material claims known by Seller against another person
               or  entity,  except  in  the  ordinary  course  of  business;

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

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

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

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

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

          (xi) 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;

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

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

          (xiv)Any dividend or other distribution on or in respect of shares of
               Seller's  capital  stock;

          (xv) The  incurring  of any funded indebtedness except in the ordinary
               course  of  business;  or

     (b)  The  Seller  is  not:

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


                                      E90
<PAGE>
          (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.

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

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

     (d)  At  the  Closing,  Seller  shall  have accrued or paid in full, to all
          employees  of the Business, all wages, salaries, commissions, bonuses,
          vacations  and other direct compensation for all services performed by
          them.  Seller  is  in  compliance  in  all  material respects 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.
          There is no unfair labor practice complaint against Seller relating to
          the  Business  pending  before  the  National Labor Relations Board or
          similar  agency  or  body  and,  to the best of Seller's Knowledge, no
          condition  exists  that  could  give rise to any unfair labor practice
          complaint.  There  is  no  labor strike, dispute, slowdown or stoppage
          actually pending or, to the Knowledge of Seller, threatened against or
          involving  the  Business.  Seller has no labor contracts or collective
          bargaining  agreements  with  respect  to  any  of  its  employees.

9.16 Environmental  Laws.
     -------------------

     (a)  To  the  best  of Seller's Knowledge, the real estate locations, which
          are  leased  by Seller, ("Real Estate") have not been used or operated
          in  any  fashion  involving  producing,  handling  and  disposing  of
          chemicals,  toxic substances, wastes and effluent materials, x-rays or
          other  materials  or devices in material violation of any laws, rules,
          regulations or orders, and to the best of Seller's Knowledge, the Real
          Estate  is  in  material compliance with applicable laws, regulations,
          ordinances,  decrees  and  orders arising under or relating to health,
          safety,  and  environmental  laws  and  regulations, including without
          limitation  the  Federal  Occupation  and Safety Health Act, 29 U.S.C.
          Sec.651,  et  seq.;  Federal  Resource  Conservation  and Recovery Act
          ("RCRA"),  42  U.S.C.  Sec.6901,  et  seq.;  Federal  Comprehensive
          Environmental  Response, Compensation and Liability Act ("CERCLA"), 42
          U.S.C.  Sec.9601,  et  seq.;  the  Federal  Clean  Air  Act, 42 U.S.C.
          Sec.2401, et seq.; the Federal Clean Water Act, 33 U.S.C. Sec.1251, et
          seq.;  and  all  state  and  local  laws  that correspond therewith or
          supplement  such  laws.


                                      E91
<PAGE>
     (b)  To  the  best  of  Seller's  Knowledge,  the  Real Estate has not been
          operated,  in  violation of any laws, rules, regulations or orders, so
          as  to  involve or create any surface impoundments, incinerators, land
          fills,  waste  storage  tanks,  waste  piles,  or  deep well injection
          systems  or  for  the  purpose  of storage, treatment or disposal of a
          hazardous  waste  as defined by RCRA or hazardous substance, pollutant
          or  contaminate  as  defined  by  CERCLA  and, to the best of Seller's
          Knowledge, no acts have been committed that would make the Real Estate
          or any part thereof subject to remedial action under RCRA or CERCLA or
          corresponding  state  or  local  laws.

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

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

     (e)  To  the  best  of Seller's Knowledge, Seller has obtained all permits,
          and  licenses  and  other authorizations required by all environmental
          laws;  and  all of such permits, licenses and other authorizations are
          in  full  force  and  effect as of the date hereof. A true and correct
          list  of  all  such  permits, licenses and other authorizations is set
          forth  in  the  Disclosure  Schedule.

9.17 Certain  Employees
     ------------------

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

     (b)  The  Disclosures  Schedule contains a true, complete and accurate list
          of  the  following:  the  names,  positions,  and  compensation of the
          present  employees  of Seller, together with a statement of the annual
          salary  payable to salaried employees and a summary of the bonuses and
          description  of  agreements for additional compensation and other like
          benefits,  if  any, paid or payable to such persons for the period set


                                      E92
<PAGE>
          forth  in  the Disclosure Schedule. Except as listed in the Disclosure
          Schedule,  to  the  best  of  Seller's Knowledge, all employees of the
          Seller  are  employees--at--will.

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

9.18 Payments  to  Employees.
     -----------------------

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

9.19 Change  of  Corporate  Name.
     ---------------------------

     At  the Closing, the Seller, if requested by Purchaser, will adopt and file
     with  the  Secretary of State of North Carolina an Amendment to the Charter
     of Seller changing the name of Seller to a name substantially dissimilar to
     BALLANTYNE  CONSULTING  GROUP,  INC.,  and  the Seller shall also execute a
     Consent  for  Use  of  Similar  Name  form,  as set forth in the Disclosure
     Schedule,  granting  to  Purchaser  consenting  to  the  use  of  the  name
     BALLANTYNE  CONSULTING  GROUP,  INC.

9.20 Brokers  and  Finders.
     ---------------------

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

9.21 Preservation  of  Organization.
     ------------------------------

     Except as set forth on the Disclosure Schedule, since August31st, 2001, the
     Seller  has  kept  intact  the  Business  and  organization  of the Seller;
     retained  the  services  of all the Seller's material employees and agents,
     retained  the  Seller's arrangements with the manufacturers of the products
     distributed  by  Seller in the same manner as conducted prior to such date,
     and engaged in no transaction other than in the ordinary course of Seller's
     Business.

9.22 Absence  of  Certain  Business  Practices.
     -----------------------------------------

     Neither  the Seller nor to the Seller's Knowledge, any officer, employee or
     agent  of  the  Seller,  nor  any  other  Person acting on its behalf, has,
     directly  or indirectly, within the past five years given or agreed to give
     any  gift,  bribe,  rebate  or  kickback  or  otherwise provide any similar
     benefit  to  any  customer,  supplier,  governmental  employee or any other
     Person  who  is or may be in a position to help or hinder the Seller or the
     Business(or  assist  Seller  in  connection  with  any  actual  or proposed


                                      E93
<PAGE>
     transaction  relating  to  the  Business  or  any other business previously
     operated  by  Seller) (i) which subjected or might have subjected Seller to
     any  damage or penalty in any civil, criminal or governmental litigation or
     proceeding,  (ii) which if not given in the past, might have had a material
     adverse effect on the Business, (iii) which if not continued in the future,
     might  have  a material adverse effect on the Business or subject Seller to
     suit  or  penalty  in any private or governmental litigation or proceeding,
     (iv)  for  any  of the purposes described in Section 162(c) of the Code, or
     (v)  for  the  purpose of establishing or maintaining any concealed fund or
     concealed  bank  account.

9.23 Suppliers.
     ---------

     The  Disclosure  Statement  sets  forth  the  names  of  and description of
     contractual  arrangements  (whether  or not binding or in writing) with the
     ten  (10)  largest suppliers of the Seller by sales or services in dollars.
     Assuming  that  Purchaser continues to conduct the Business in the ordinary
     course  consistent with Seller's prior practices generally and specifically
     with  respect to Seller's current suppliers, Seller has no direct knowledge
     that  any  of  the  current suppliers of the Seller will, or intend to, (a)
     cease  doing  business  with  Seller; or (b) materially alter the amount of
     business  they are currently doing with Seller; or (c) not do business with
     the  Purchaser  after  the  Closing.

9.24 Product  Liability  Claims.
     --------------------------

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

9.25 Employee  Benefit  Plans.
     ------------------------

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

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

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


                                      E94
<PAGE>
          (ii) An  Employee  Pension  Benefit Plan as defined in Section 3(2) of
               ERISA  established  or  maintained  by  Seller for the purpose of
               providing  retirement  income  to employees or for the purpose of
               providing  deferral  of income by employees for periods extending
               to  the  termination  of  covered  employment  or  beyond;  and

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

     (b)  With respect to any such Employee Benefit Plans, the Seller represents
          and  warrants  that,  to  the  best  of  Seller's  Knowledge;

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

          (ii) The  Seller  has,  with  respect  to  any Employee Benefit Plans,
               substantially  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) Except  as  described  on  the  Disclosure Schedule, there are no
               contributions  due  to  any Employee Pension Benefit Plan for the
               most  recent fiscal year of the plans ending prior to the date of
               this  Agreement and the Seller's Financial Statements reflect any
               liability of Seller to make contributions to the Employee Pension
               Benefit  Plans,  and  a  pro  rata  portion  of the contributions
               (including matching contributions) for the plan year on which the
               Closing  Date  occurs  shall  have  been  made on or prior to the
               Closing  Date  for  the  period  ending  on  the  Closing  Date.

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

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

          (vii) Except for claims for benefits by participants and beneficiaries
               in  the  normal  course  of  events,  to  the  best  of  Seller's
               knowledge,  there  are  no  claims, pending or threatened, by any


                                      E95
<PAGE>
               individual  or  Governmental Entity, which, if decided adversely,
               would have a material adverse effect upon the financial condition
               of  any  Employee  Benefit  Plan,  the  plan administrator of any
               Employee  Benefit  Plan,  or  Seller.

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

          (ix) All  Employee  Pension Benefit Plans are intended to be qualified
               retirement  plans  under the Code. The IRS has issued, and Seller
               has  made  available  for  inspection,  one or more determination
               letters with respect to the qualification of all Employee Pension
               Benefit  Plans  stating  that  the  IRS  has  made  a  favorable
               determination  as to the qualification of such Plan under Section
               401(a)  of the Code, and that continued qualification of the Plan
               in its present form will depend upon its effect in operation. 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. Except as described in the Disclosure Schedule,
               such  Plans  are now and always have been, established in writing
               and  maintained and operated substantially in accordance with the
               plan documents, ERISA, the Code and all other applicable laws, in
               all  material  respects.

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

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

9.26 Assets  Necessary  to  the  Business.
     ------------------------------------


                                      E96
<PAGE>
     The  Seller  owns,  leases or holds under license all assets and properties
     (tangible and intangible) necessary to carry on the Business and operations
     as  presently  conducted  and  as  shown  on the Financial Statements. Such
     assets  and  properties  are  all of the assets and properties necessary to
     carry  on  the  Seller's  Business  as  presently conducted and neither the
     Shareholders  (other than through their ownership of stock in Seller and/or
     as  set  forth on the Disclosure Schedule) nor any member of their families
     own  or  lease  or  has  any interest in any assets or properties presently
     being  used  to  carry  on  the  Business  of  Seller.

9.27 Transactions  with  Affiliates.
     ------------------------------

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

9.28 Territorial  Restrictions.
     -------------------------

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

9.29 Immigration  Compliance.
     -----------------------

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

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

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

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

9.30 Redemption of and Settlement Offer/Agreements With Certain Shareholders and
     ---------------------------------------------------------------------------
     Performance  fo  Ballanytne  Consulting  Group,  Inc.  Basis  Point  Plan.
     -------------------------------------------------------------------------


                                      E97
<PAGE>
     (a) Seller and Shareholders represent and warrant that on or about July 25,
     2000  Seller entered into Purchase Agreements (the "Purchase Agreement" and
     the  purchases  of  shares of Seller common stock thereunder, the "Minority
     Shareholder  Purchases")  with  certain  shareholders  (the  "Minority
     Shareholders") listed on Disclosure Schedule 9.30. In connection therewith,
     the  Minority  Shareholders consummated the Minority Shareholder Purchases.
     Seller  and Shareholders represent and warrant that, in connection with the
     Minority  Shareholder  Purchases,  they  disclosed  in  all  material facts
     concerning the Company and investment in Seller's common stock. On or about
     September  19,  2001,  Seller  has offered to the Minority Shareholders the
     opportunity  to  have  the  unpaid  portion of share of Seller common stock
     redeemed  through  cancellation  of  the  promissory note pursuant to which
     payments  for  the Minority Shareholder Purchases were being made. A number
     of  Minority  Shareholders  have  accepted  such  offer  and  entered  into
     Settlement  of Stockholder Purchase Agreements (the "Settlement Agreements"
     and  the redemptions of Seller common stock thereunder, the "Redemptions").
     Seller  and  Shareholders represent and warrant that in connection with the
     offer  of  redemption,  the Redemptions and the Settlement Agreements, they
     have  disclosed  all  material facts concerning this Agreement and Seller's
     and  Shareholders'  transactions  with Purchaser, including material terms,
     conditions  and  considerations  that occurred prior to the Redemptions. In
     making  such  disclosures  to  such  shareholders  and  redeeming or having
     canceled  the  shares of common stock owned by such individuals, Seller and
     Shareholders  did  not make any untrue statement of a material fact or omit
     to  state  a  material  fact  necessary  to  make  all  such statements and
     disclosures  not  misleading.

     (b)  Seller  and Shareholders represent and warrant that Seller will comply
     with and satisfy all obligations and liabilities of Seller and Shareholders
     under  the  Ballantyne  Consulting  Group,  Inc. Basis Point Plan, it being
     understood  that none of such obligations and liabilities are being assumed
     by  Purchaser  under  this  Agreement.

9.31 Full  Disclosure.
     ----------------

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

                                       10.
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER
                   -------------------------------------------

Purchaser  hereby  represents  and  warrants  to  the  Seller that the following
statements  are  true  and  correct as of the date hereof, and shall be true and
correct  as  of  the  Closing  Date:


                                      E98
<PAGE>
10.1 Organization,  Good  Standing  and  Power  of  Purchaser.
     --------------------------------------------------------

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

10.2 Status  of  Agreements.
     ----------------------

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

     (b)  No  authorization,  approval,  consent  or  order of, or registration,
          declaration  or filing with, any court, governmental body or agency or
          other public or private body, entity or person is required (except for
          Purchaser's  primary  lenders, Deutsche Financial Services Company, et
          al,  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.

10.3 Brokers  and  Finders.
     ---------------------


                                      E99
<PAGE>
     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.

10.4 Financial  Matters.
     ------------------

     Purchaser  has  provided  Seller  with its parent company, Pomeroy Computer
     Resources, Inc., Form 10-Q filing for the period ending July 5, 2001. Since
     July  5, 2001, there have been no materially adverse changes in the results
     of  operations  or  financial  condition  of Purchaser and Pomeroy Computer
     Resources,  Inc.,  nor  are  there  any  demands,  commitments,  events  of
     uncertainty  known  to Purchaser which could materially effect Purchaser or
     Pomeroy Computer Resources, Inc. of liquidity, capital resources or results
     of  operation  as  of  the  date  hereof.

10.5 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  material  fact  or  omits  or  will  omit any material fact.

                                       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 two (2) years thereafter, except for the representations, warranties
     and agreements designated and identified in Sections 9.3, 9.11, 9.12, 9.13,
     9.16  and  10.2  which  shall  survive  the  Closing and shall terminate in
     accordance  with  the statute of limitations governing written contracts in
     the  State  of  North Carolina and Exhibits I, I-1 and I-2, and Exhibits J,
     J-1,  J-2, J-3, J-4, J-5, J-6, J-7, J-8, J-9, J-10, J-11, J-12, J-13, J-14,
     J-15,  J-16,  J-17  and  J-18,  which  shall terminate as provided therein.

11.2 Reliance  Upon  and  Enforcement  of  Representations,  Warranties  and
     -----------------------------------------------------------------------
     Agreements.
     ----------

     (a)  The  Seller hereby agrees that, notwithstanding any right of Purchaser
          to  fully  investigate  the  affairs  of  Seller,  and notwithstanding
          knowledge of facts determined or determinable by Purchaser pursuant to
          such investigation or right of investigation, Purchaser shall have the
          right  to  rely  fully  upon  the  representations,  warranties  and
          agreements  of Seller and the Shareholders 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.


                                      E100
<PAGE>
     (b)  Purchaser  hereby  agrees that, notwithstanding any right of Seller to
          fully  investigate  the  affairs  of  Purchaser,  and  notwithstanding
          knowledge  of  facts  determined or determinable by Seller pursuant to
          such investigation or right of investigation, Seller have the right to
          rely  fully  upon  the  representations,  warranties and agreements of
          Purchaser  contained  in  this  Agreement and upon the accuracy of any
          document, certificate or exhibit given or delivered to Seller pursuant
          to  the  provisions  of  this  Agreement.

11.3 Indemnification  by  Seller  and  Shareholders.
     ----------------------------------------------

     Provided Purchaser makes a written claim for indemnification against Seller
     within  any  applicable  survival  period  specified  in  Section 11.1, and
     subject  to  the  limitations  set  forth  in  Section 11.7, the Seller and
     Shareholders  (jointly and severally) shall indemnify Purchaser against and
     hold  it  harmless  from  any and all loss, damage, liability or deficiency
     ("Loss")  resulting  from  or  arising  out  of:

     (i)  any inaccuracy in or breach of any representation, warranty, covenant,
          or obligation made or incurred by Seller or the Shareholders herein or
          in  any  other  agreement,  instrument  or document delivered by or on
          behalf  of  Seller  pursuant  to  the  provisions  of  the  Agreement;

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

    (iii) any  liability  of  Seller  arising  out  of Seller's operation of the
          Business,  its  ownership or use of the Purchased Assets, or occupancy
          and  use  of  the  Real  Estate  prior  to the Closing (except for any
          Assumed  Liabilities  described  in  Section  3.1) 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  and  all  costs  and  expenses  (including  reasonable  legal and
          accounting  fees)  related  to  any  of  the  foregoing.

     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, that Purchaser may recover from Seller or
     any  Shareholder  pursuant to this Agreement resulting from Seller's breach
     or  violation  of  any  representation,  warranty,  covenant  or  agreement
     contained  herein  or  from  any  Shareholder's  breach or violation of any
     representation  made by  such  Shareholder  herein.

     Any  amounts  to which Purchaser, its successors or assigns, is entitled to
     indemnification  pursuant to the provisions of this Section, shall first be
     offset  against  the  amount  payable  to  Seller  against the subordinated
     promissory  note,  then against any payments due under Sections 4.4 or 4.5.
     Provided,  however, the offset in any one year may not exceed the aggregate
     amount  payable  of  principal  and  interest  due  on  said  applicable


                                      E101
<PAGE>
     subordinated promissory note for said year, and any amount, if any, payable
     under  Sections  4.4  or  4.5  in  the  aggregate  for  such  year.

11.4 Indemnification  by  Purchaser.
     ------------------------------

     Provided  Shareholders  and/or  Seller  make  a  written  claim  for
     indemnification  against  Purchaser  within  any applicable survival period
     specified  in Section 11 and subject to the limitation set forth in Section
     11.8,  Purchaser  shall  indemnify  Seller and each Shareholder against and
     hold  them  harmless from any and all loss, damage, liability or deficiency
     resulting from or arising out of: (i) any Assumed Liabilities of Purchaser;
     (ii)  any  liability  of  Purchaser  arising  out of Purchaser's operations
     subsequent  to  the  Closing  (except  to  the extent such liability is the
     result  of  a  breach of a covenant or warranty of Seller hereunder); (iii)
     any  inaccuracy  in  or breach of any representation, warranty, covenant or
     obligation  made or incurred by Purchaser herein or in any other agreement,
     instrument,  or document delivered by or on behalf of Purchaser pursuant to
     the  provisions  of  this Agreement; and (iv) any and all related costs and
     expenses  (including  reasonable  legal  and  accounting  fees).  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  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/Shareholders  on the one hand, or Purchaser on the other
          hand,  may  have  an  obligation  to  indemnify  the  other, the party
          asserting  such  right  to  indemnity  (the "Party to be Indemnified")
          shall  give  or  cause to be given to the party from whom indemnity is
          sought  (the  "Indemnifying  Party")  written  notice  thereof and the
          Indemnifying Party shall have the right, at its option and expense, to
          participate  in  the  defense of such proceeding, claim or demand, but
          not  to  control the defense, negotiation or settlement thereof, which
          control  shall  at  all  times  rest with the Party to be Indemnified,
          unless the Indemnifying Party irrevocably acknowledges in writing full
          and  complete responsibility for and agrees to provide indemnification
          of  the Party to be Indemnified, in which case such Indemnifying Party
          may  assume  such  control  through  counsel  of its choice and at its
          expense.  In  the  event the Indemnifying Party assumes control of the
          defense, the Indemnifying Party shall not be responsible for the legal
          costs  and  expenses  of  the Party to be Indemnified in the event the
          Party  to  be Indemnified decides to join in such defense. The parties
          hereto agree to cooperate fully with each other in connection with the
          defense,  negotiation  or  settlement  of  any  such third party legal
          proceeding,  claim  or  demand.

     (b)  If  the  Party  to  be  Indemnified  is also the party controlling the
          defense,  negotiation or settlement of any matter, and if the Party to
          be  Indemnified  determines  to compromise the matter, the Party to be
          Indemnified  shall  immediately  advise  the Indemnifying Party of the


                                      E102
<PAGE>
          terms  and  conditions of the proposed settlement. If the Indemnifying
          Party  agrees  to  accept  such  proposal, the Party to be Indemnified
          shall  proceed  to  conclude  the  settlement  of  the matter, and the
          Indemnifying  Party  shall  immediately  indemnify  the  Party  to  be
          Indemnified pursuant to the terms of Sections 11.3 and 11.4 hereunder.
          If  the Indemnifying Party does not agree within fourteen (14) days to
          accept  the  settlement  (said  14-day  period  to  begin on the first
          business day following the date such party receives a complete copy of
          the  settlement  proposal),  the  Indemnifying Party shall immediately
          assume  control of the defense, negotiation  or settlement thereof, at
          that  Indemnifying  Party's  expense.  Thereafter,  the  Party  to  be
          Indemnified  shall  be  indemnified  in the entirety for any liability
          arising  out  of  the  ultimate defenses, negotiation or settlement of
          such  matter.

     (c)  If  the  Indemnifying  Party  is  the  party  controlling the defense,
          negotiation  or  settlement  of any matter, and the Indemnifying Party
          determines  to  compromise  the  matter,  the Indemnifying Party shall
          immediately  advise  the  Party  to  be  Indemnified  of the terms and
          conditions  of the proposed settlement. If the Party to be Indemnified
          agrees  to  accept such proposal, the Indemnifying Party shall proceed
          to conclude the settlement of the matter and immediately indemnify the
          Party to be Indemnified pursuant to the terms of Sections 11.3 or 11.4
          hereunder.  If  the  Party  to  be  Indemnified  does not agree within
          fourteen  (14)  days  to  accept the settlement (said 14-day period to
          begin on the first business day following the date such party receives
          a  complete  copy  of  the  settlement  proposal),  the  Party  to  be
          Indemnified  shall  immediately  assume  control  of  the  defense,
          negotiation  or  settlement  thereof, at the Party to be Indemnified's
          expense.  If  the  final amount paid to resolve the claim is less than
          the  amount  of  the  original  proposed  settlement  made  by  the
          Indemnifying  Party,  then  the  Party to be Indemnified shall receive
          such  indemnification  pursuant  to  Sections  11.3  or  11.4  hereof,
          including any and all expenses incurred by the Party to be Indemnified
          incurred  in connection with the defense, negotiation or settlement of
          such  matter up to the maximum of the original proposed settlement. If
          the  amount  finally  paid to resolve the claim is equal to or greater
          than  the  amount  of the original proposed settlement proposed by the
          Indemnifying  Party,  then  the  Indemnifying  Party  shall  provide
          indemnification  pursuant  to Sections 11.3 and 11.4 for the amount of
          the  original settlement proposal submitted by the Indemnifying Party,
          and  the  Party to be Indemnified shall be responsible for all amounts
          in  excess  of  the  original  settlement  proposal  submitted  by the
          Indemnifying Party and all costs and expenses incurred by the Party to
          be  Indemnified  in  connection  with  such  defense,  negotiation  or
          settlement.

11.6 Excluded  Liabilities.
     ---------------------

     (a)  Notwithstanding  anything  contained  herein  to  the contrary, in the
          event  any  Excluded  Liability  would  attach to the Purchased Assets
          under  any  successor  liability statute or otherwise, notwithstanding
          the  fact  that  such  liability was an Excluded Liability, Seller and
          Shareholders  shall  be  jointly  and  severally  responsible  for the
          payment  of  such  Excluded  Liability  and  the lien on the Purchased
          Assets  (which  would  represent  a  breach of certain representations
          under  the  Agreement)  related  to  such  liability.


                                      E103
<PAGE>
11.7 Limitation  on  Seller  and  Shareholder  Liability.
     ---------------------------------------------------

     Seller's  and Shareholders' obligation to indemnify shall be subject to all
     of  the  following  limitations:

     (a)  All Losses shall be computed net of any insurance coverage received by
          Purchaser  with  respect  thereto  that  reduces  the  Loss that would
          otherwise  be  sustained;

     (b)  No  indemnification  shall  be  required  under Section 11.3 until the
          aggregate  amount  of  Purchaser's  Losses  exceeds $25,000; provided,
          however,  that  once  Purchaser's  Losses  exceed  $25,000,  then
          indemnification  shall  be  made  without  regard  to such limitation;

     (c)  The  maximum  liability  that  any  Shareholder  may  be  individually
          required to pay to Purchaser under this Section 11 shall not exceed an
          amount  equal  to  the total consideration paid to Seller hereunder by
          Purchaser  hereunder  multiplied  by  the  following  respective
          percentages:

               M.  DeMeo              -          61%
               J.  Schmidt            -          7%
               S.  Schneider          -          17.5%
               D.  Tweedy             -          14.5%

11.8 Limitation  on  Purchaser's  Liability.
     --------------------------------------

     Notwithstanding  anything  contained in this Agreement to the contrary, the
     maximum  amount  that Purchaser may pay to the Seller under this Section 11
     as  a  result  of  any  and  all  breaches  shall  be  limited to the total
     consideration  paid  under  this  Agreement  by  Purchaser  to  the Seller.


                                    12. THE CLOSING
                                        -----------

12.1 Date,  Time  and  Place  of  Closing.
     ------------------------------------

     Consummation  of the transactions contemplated hereby (the "Closing") shall
     take  place on September 20, 2001 (the "Closing Date"), at 9:00 a.m. EDT at
     the  offices  of  Lindhorst  &  Dreidame Co., LPA, 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.

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

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

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


                                      E104
<PAGE>
     (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 the Seller shall
          not  have  been materially adversely affected as a result of any fire,
          accident  or  other casualty or any labor disturbance or act of God or
          the  public  enemy,  and  there  shall otherwise have been no material
          adverse change to the business, aggregate properties, or operations of
          the  Seller  since  August  31st,  2001;

     (d)  Seller shall have delivered to Purchaser at or before the Closing, the
          following  documents,  all  of  which  shall  be in form and substance
          reasonably  acceptable  to  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  the
               Purchased  Assets  necessary to provide Purchaser with good title
               to  the  Purchased  Assets  at  the  Closing;

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

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

          (vi) Opinion  Letter  of Morris, Manning & Martin, L.P. containing the
               opinions  set  forth  in  Exhibit  K;

          (vii)The  Seller and  each  Shareholder and the shareholders listed on
               Disclosure   Schedule   7.2   shall   have   entered   into   the
               non-competition   agreements  as  set  forth  in  the  respective
               Exhibits;

         (viii)M.  DeMeo, J. Schmidt and S. Schneider shall  have  entered into
               Employment  Agreements  as  set forth in the respective Exhibits;

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

12.3 Conditions  Precedent  to  Seller's  Obligations.
     ------------------------------------------------


                                      E105
<PAGE>
     The  obligation  of Seller to perform in accordance with this Agreement and
     to  consummate  the  transactions  herein  contemplated  is  subject to the
     satisfaction  of  the  following  conditions  at  or  before  the  Closing:

     (a)  Performance  by  Purchaser of all of the representa-tions, 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's  representations  and warranties shall be true and correct
          as  of  the  Closing  Date;

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

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

          (ii) A  Promissory  Note  as  set  forth  in  Section  4.2(b)  hereof;

          (iii)  An  assumption  of  liability  agreement  under which Purchaser
               assumes  the  liabilities  set  forth  in  Section  3.1;

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

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

          (vi) Opinion  Letter  of  Lindhorst & Dreidame, counsel for Purchaser,
               addressed  to  Seller  and dated the Closing Date, containing the
               opinions  set  forth  in  Exhibit  L.


                                       13.
                               GENERAL PROVISIONS
                               ------------------

13.1 Publicity.
     ---------

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


                                      E106
<PAGE>
13.2 Expenses.
     --------

     Purchaser  will  bear  and  pay  all  of  its  expenses  incident  to  the
     transactions contemplated by this Agreement which are incurred by Purchaser
     or  its  representatives, and Seller shall bear and pay all of the expenses
     incident  to  the  transactions  contemplated  by  this Agreement which are
     incurred  by  Seller  or  its  representatives.

13.3 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  Select  Integration  Solutions,  Inc.
                1020  Petersburg  Road
                Hebron,  Kentucky  41048

          With  a  copy  to:

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

     (b)  If  to  Seller,  to:

                Ballantyne  Consulting  Group,  Inc.
                14445  W.  Lee  Court
                Charlotte,  North  Carolina  28277

          With  a  copy  to:

                Robert  M.  Donlon
                Morris,  Manning  &  Martin,  L.P.
                6000  Fairview  Road,  Suite  1125
                Charlotte,  NC  28210

     (c)  If  to  Shareholders,  to:

                Mark  DeMeo
                10745  Alexander  Mill  Drive
                Charlotte,  North  Carolina  28277


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<PAGE>
                Joe  Schmidt
                6380  Maid  Marion  Close
                Alpharetta,  Georgia  30005

                Scott  Schneider
                14445  W.  Lee  Court
                Charlotte,  North  Carolina  28277

                Dale  Tweedy
                4800  Fortunes  Ridge  Trail
                Charlotte,  North  Carolina  28269

13.4 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.

13.5 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.

13.6 Exhibits.
     --------

     The  Exhibit  and  Disclosure  Schedule  referred  to  in  this  Agreement
     constitute an integral part of this Agreement as if fully rewritten herein.

13.7 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.



13.8 Governing  Law.
     --------------

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

13.9 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


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     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.

13.10 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  Subordinated  Promissory  Note,
     Employment  Agreements,  and  the  Covenant  Not to Compete Agreements, the
     indemnification  provided  for  by  Section  12 herein shall constitute the
     exclusive  remedy  of  any  party with respect to (i) the matters for which
     such indemnification is provided and (ii) any other matters arising out of,
     relating  to  or  connected  with  this  Agreement  or  the  transactions
     contemplated  hereby,  and  whether any claims or causes of action asserted
     with  respect  to  any  such matters are brought in contract, tort or other
     legal  theory  whatsoever. Such limitations set forth in this Section 15.10
     shall not impair the rights of any of the parties: (a) to seek non-monetary
     equitable  relief,  including  (without limitation) specific performance or
     injunctive  relief  to  address any default or breach of this Agreement; or
     (b)  to seek enforcement, collection, damages or any non-monetary equitable
     relief  to  address  any  subsequent  default  or  breach  of  any transfer
     document,  assumption,  consent  or  agreement  to  be delivered at Closing
     hereunder  or  to seek declaratory relief or any related relief relating to
     certain  issues  that  may  arise  under  Sections  4.6,  5.1  and  5.2. In
     connection  with  the seeking of any non-monetary equitable relief, each of
     the  parties  acknowledge  and agree that the other parties hereto would be
     damaged  irrevocably  in  the event any of the provisions of this Agreement
     are  not performed in accordance with their specific terms or otherwise are
     breached.  Accordingly,  each  of  the  parties hereto agree that the other
     parties hereto shall be entitled to an injunction or injunctions or prevent
     breaches  of  the  provisions of this Agreement and to enforce specifically
     this  Agreement  and the terms and provisions hereof by any competent court
     having  jurisdiction  over  the  parties.  Accordingly, each of the parties
     hereto  agree  that  the  other  parties  hereto  shall  be  entitled to an
     injunction  or  injunctions  or  prevent breaches of the provisions of this
     Agreement  and  to  enforce  specifically  this Agreement and the terms and
     conditions hereof by any state court of competent jurisdiction. The parties
     hereby  consent  to  exclusive jurisdiction of venue in the state courts of
     Mecklenberg  County,  North  Carolina,  or  if  there  is exclusive federal
     jurisdiction,  the United States District Court for the Western District of
     North  Carolina,  shall  have  exclusive  jurisdiction  and  venue over any
     dispute  arising  out  of  this  Agreement.

13.11 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.

13.12 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


                                      E109
<PAGE>
     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.

13.13 Business  Records.
      -----------------

     Seller  and  each  Shareholder  shall be permitted to retain copies of such
     books  and  records  relating  to  the Purchased Assets and relating to the
     accounting  and  tax  matters  of  the  Business  and to have access to all
     original  copies  of records so delivered to Purchaser at reasonable times,
     for  any  reasonable  business purpose, for a period of six (6) years after
     the  Closing.

13.14 Dissolution  of  Seller.
      -----------------------

     Purchaser  acknowledges that following the Closing, Seller may adopt a plan
     of  liquidation  with  the  intent  to  dissolve the corporation. Provided,
     however,  Seller  and  each  Shareholder agree that the plan of liquidation
     will  not be effectuated and implemented by Seller until all the conditions
     set  forth in Section 2 of this Agreement regarding the transfer of all the
     respective  purchased  assets  have  been  effectuated  by  Seller.  Seller
     acknowledges  that Purchaser will suffer irreparable harm in the event that
     Seller would liquidate prior to satisfying all of its obligations under the
     terms  of  this  Agreement  and  the  exhibits  hereto.

13.15 Effective  Date  of  Agreement.
      -------------------------------

     This  Agreement  shall be effective at the close of business on the Closing
     Date.


                                       14.
                            CONSENT TO GRANTING OF A
                            ------------------------
                   SECURITY INTEREST IN ACQUISITION DOCUMENTS
                   ------------------------------------------

14.1 Seller  consents  and  agrees  that  upon  the Closing of this transaction,
     Purchaser  shall  have  the  right  to grant to Deutsche Financial Services
     Corporation,  as  Administrative  Agent  for the benefit of various lenders
     under  a  Credit Facilities Agreement, and Purchaser and various Affiliates
     of  such  parties,  a  first  priority security interest and lien on all of
     Purchaser's  rights,  remedies,  claims  and  interests  under  all  the
     acquisition  documents  for  this  transaction.

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

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


WITNESSES:                           BALLANTYNE  CONSULTING  GROUP,  INC.


___________________________          By:__________________________________


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<PAGE>
___________________________          Its:  _______________________________


                                     POMEROY  SELECT  INTEGRATION
                                     SOLUTIONS,  INC.


___________________________          By:__________________________________

___________________________



___________________________          SHAREHOLDERS:


___________________________          _____________________________________
                                     MARK  DeMEO

___________________________


___________________________          _____________________________________
                                     JOE  SCHMIDT

___________________________


___________________________          _____________________________________
                                     SCOTT  SCHNEIDER

___________________________


___________________________          _____________________________________
                                     DALE  TWEEDY


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