ASSET PURCHASE AGREEMENT
                            ------------------------


THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and is entered into this
6th  day of May, 1999, by, between and among POMEROY COMPUTER RESOURCES, INC., a
Delaware corporation, ("Purchaser No. 1"), POMEROY SELECT INTEGRATION SOLUTIONS,
INC.  (Purchaser  No.  2"),  SYSTEMS ATLANTA COMMERCIAL SYSTEMS, INC., a Georgia
corporation  (Seller)  and  B. SCOTT DOBSON (S. Dobson), CHARLEY G.  DOBSON, (C.
Dobson), BETTY H. DOBSON (B. Dobson) and TYLER H. DOBSON (T. Dobson) (S. Dobson,
C.  Dobson,  B. Dobson and T. Dobson hereinafter referred to collectively as the
"Shareholders  and  individually  as the Shareholder).  Systems Atlanta, Inc., a
Georgia  corporation  and  an  affiliate of Seller (SAI) is also a party to this
Agreement  for  purposes  of  Section  13.

                              W I T N E S S E T H :

WHEREAS,  Seller is a full service provider of a variety of computer service and
support  solutions  to  large and medium size commercial, governmental and other
professional  customers  throughout  the Atlanta, Georgia Metropolitan area; and

WHEREAS,  Shareholders are the owners of 100,000 shares of the outstanding stock
of Seller, in the following proportions:  S. Dobson - 44,178 shares, C. Dobson -
42,587, T. Dobson - 12,435; and B. Dobson - 800, which stock constitutes 100% 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 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 Seller
in  connection  with  Business  No.  1  and  Purchaser No. 2 desires to purchase
certain  of  the  assets of Seller used in its integrated desktop management and
network  services  business  (Business  No.  2")  and  assume  certain  of  the
liabilities  of  Seller in connection with Business No. 2; and Seller desires to
sell  certain of such assets, subject to such liabilities, but only (i) upon the
terms  and  subject  to  the  conditions  set  forth in this Agreement, (ii) the
representations,  warranties,  covenants,  indemnifications,  assurances  and
undertakings  of  Seller, Shareholder and of Purchaser No. 1 and Purchaser No. 2
contained  in  this  Agreement,  (iii)  the  agreement of Seller to refrain from
competition with Purchaser No. 1 and Purchaser No. 2 for five (5) years from the

<PAGE>
Closing  of this transaction, and (iv) the agreements of Shareholders to refrain
from  competition  for  the later of five (5) years from the Closing Date or one
(1)  year after the termination of each respective Shareholder's employment with
Purchaser  No. 1 pursuant to and in accordance with, the terms of his respective
Employment  Agreement  to  be  executed  upon  Closing.

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


                                       1.
                                   DEFINITIONS
                                   -----------

1.1  Affiliate. "Affiliate" shall 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 March 31, 1999, 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 10:00 a.m.,  E.D.T., May 6,
     ------------
     1999.

1.7  Code.  The "Code" is the  Internal  Revenue  Code of 1986,  as amended,  26
     ----
     U.S.C. 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 Purchased  Assets No. 1 and/or 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 audited financial
     --------------------
     statements  of Seller for the years  ended  October 2, 1998 and  October 3,
     1997,  including  any and all notes  thereto  and the  unaudited  financial
     statements of Seller for the period  commencing  October 4, 1998 and ending
     March 31, 1999.

                                        2
<PAGE>
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.

1.14 Knowledge of Seller and  Shareholders  or Sellers  Knowledge.  Knowledge of
     ------------------------------------------------------------
     Seller  and  Shareholders   and/or  Sellers  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 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 No. 1. The "Pro Forma Balance Sheet No. 1" is the
     -------------------------------
     audited  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.

1.19 Pro Forma  Balance  Sheet No. 2. The "Pro Forma Balance Sheet No. 2" is the
     -------------------------------
     audited  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.

1.20 Pro Forma EBIT.  The  earnings of  Purchaser  No. 1's Atlanta  Division and
     --------------
     Purchaser No. 2's Atlanta Division for the period commencing on the Closing
     Date and ending  January 5, 2000  before  interest  and taxes,  and without
     incorporating  gains or losses  realized on the disposition of assets other
     than in the ordinary  course of business.  The  determination  of Pro Forma
     EBIT shall be  determined in accordance  with the  provisions  set forth in
     Section 5.2.

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, 4.2(d), 4.2(f) 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, 4.2 (e), 4.2(f) 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.

                                        3
<PAGE>
1.25 Sellers  Accountant.  Sellers Accountant shall mean Thigpen,  Jones, Seaton
     -------------------
     and Company, P.C.

1.26 March 31st Pro-Forma  Balance Sheet No. 1. The March 31st Pro-Forma Balance
     -----------------------------------------
     Sheet No. 1" is the unaudited balance sheet of Seller adjusted for Excluded
     Assets of Seller and  Excluded  Liabilities  relating to Business  No. 1 of
     Seller as of March 31, 1999.

1.27 March 31st Pro-Forma  Balance Sheet No. 2. The March 31st Pro-Forma Balance
     -----------------------------------------
     Sheet No. 2" is the unaudited balance sheet of Seller adjusted for Excluded
     Assets of Seller and  Excluded  Liabilities  relating to Business  No. 2 of
     Seller as of March 31, 1999.

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.  Seller agrees to sell and
     convey to Purchaser No. 2 the  Purchased  Assets No. 2 as  hereinafter  set
     forth in Section  2.3.  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. The  Purchased  Assets No. 1
     shall include, but not be limited to:

                                        4
<PAGE>
     (a)  The 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  March  31,  1999  Pro  Forma  Balance  Sheet  No. 1
          (excepting  those  assets  disposed  of, and  including  those  assets
          acquired,  in the  ordinary  course of business  since the date of the
          March 31, 1999 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 the Seller, the right to use of the corporate and
          trade names of or used by the 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 on a moving
          average basis at the lower of cost of  acquisition,  less any trade or
          cash discounts, or market;

     (e)  All accounts  receivable and vendor  receivables  relating to Business
          No. 1;

     (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 Business 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  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;

     (m)  Sellers rights under the agreements set forth in Schedule  2.2(m) 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.

                                        5
<PAGE>
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. The  Purchased  Assets No. 2
     shall include, but not be limited to:

     (a)  The 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  March  31,  1999  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
          March 31, 1999 Pro Forma Balance Sheet No. 2).

     (b)  All  intangible  assets of Seller  which are used in Business No. 2 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 the Seller, the right to use of the corporate and
          trade names of or used by the 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 on a moving
          average basis at the lower of cost of  acquisition,  less any trade or
          cash discounts, or market;

     (e)  All accounts  receivable and vendor  receivables  relating to Business
          No. 2;

     (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 Sellers 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 Business No. 2;

     (j)  All of Sellers service 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;

                                        6
<PAGE>
     (m)  The  assignment  of any  telephone  numbers  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  choses 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; and

     (o)  Sellers rights under the agreements set forth in Schedule  2.3(o) 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.

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:

     (i)  Real property located at 200 North Cobb Parkway,  Suite 413, Marietta,
          Georgia 30062; and

     (ii) Lease  Agreement for computer  equipment  entered into on February 23,
          1998 with  Green  Tree at a monthly  rate of  $333.34  for  thirty-six
          months.  The term of the lease is February  23,  1998 to February  23,
          2001.

     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  and, at the  Closing,  Seller  shall
     assign all its rights and interest in said leases to Purchaser No. 1 and/or
     Purchaser No. 2, as  applicable.  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.

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, and without further  consideration,  Seller will execute
     and deliver to Purchaser  No. 1 and Purchaser  No. 2, as  applicable,  such
     further instruments of conveyance and

                                        7
<PAGE>
     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  Shareholders  agree to use their best
     efforts 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 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 Sellers  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  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
     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

                                        8
<PAGE>
     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 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  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;  (ii) the sale of
     Seller's stock owned by  Shareholders  to Purchaser No. 1 and/or  Purchaser
     No. 2, as  applicable,  on terms to which all parties may mutually agree in
     good  faith  to  allow  such  party  to  operate  Seller  as  a  wholly  or
     partially-owned subsidiary to enforce the contracts; or (iii) 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 assume and pay off or discharge
          when due (and  secure the release of Seller and any  Shareholder  from
          any and all  personal  liability  or  guaranty  with  respect  to such
          obligation), the following:

          (i)  Sellers  obligation to SAI (whose obligation is to AT&T - Finova)
               under a floor plan credit  facility,  the  outstanding  amount of
               which on the March  31,  1999 Pro  Forma  Balance  Sheet No. 1 is
               $522,731.86 and as of the Closing Date is  $227,585.40,  which is
               collateralized by a security interest in SAIs assets;

          (ii) Sellers  obligation  to SAI (whose  obligation  is to the Bank of
               Canton) under a term financing  line, the  outstanding  amount of
               which on the March  31,  1999 Pro  Forma  Balance  Sheet No. 1 is
               $0.00  and as of the  Closing  Date,  is  $138,581.91,  which  is
               collateralized by a security interest in certain of SAIs assets;

          (iii)Sellers  obligation  to GMAC on a vehicle  being  transferred  to
               Purchaser No. 1, the outstanding amount of which on the March 31,
               1999 Pro Forma Balance Sheet is $12,052.93  and as of the Closing
               Date,  is  $11,729.69,  which  is  collateralized  by a  security
               interest in said vehicle.

                                        9
<PAGE>
     The Assumed Liabilities to be paid off as set forth in Sections 3.1 A. (i),
     (ii) and (iii), as may be incurred,  increased or decreased since the March
     31, 1999 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 any  Shareholder  from such liability  after the Closing if such
     releases are not secured prior to Closing.

     B.   All of the trade accounts  payable of the Seller  relating to Business
          No. 1 incurred  in the  ordinary  course of business  consistent  with
          Sellers  prior   practices,   the  outstanding   amount  of  which  is
          $334,937.90  on the March 31, 1999 Pro Forma  Balance Sheet No. 1, and
          as may be incurred,  increased  or decreased  since the March 31, 1999
          Balance Sheet No. 1 to the Pro Forma Balance Sheet No. 1for 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. 1 requirement set forth in Section 4.1(d) as of the Closing
          Date.

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 any Shareholder  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
          Sellers prior practices,  the outstanding amount of which is $5,959.43
          on the March 31,  1999 Pro  Forma  Balance  Sheet No. 2; and as may be
          incurred,  increased  or  decreased  since the March 31, 1999  Balance
          Sheet No. 2 to the Pro Forma Balance Sheet No. 2 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.

                                       10
<PAGE>
     (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.

     (iii) Greentree Leasing Contract.

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:

     (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.
     ---------------------

     Notwithstanding anything in this Agreement to the contrary, 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 (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 and obligations to directors,  officers,  employees or
          agents of Seller, including,  without limitation,  all Liabilities and
          obligations for wages, salary, bonuses, commissions,  vacation (except
          to the extent  Purchaser No. 1 and/or  Purchaser No. 2, as applicable,
          agrees to assume  such item as set forth in Section  3.1  and/or  3.2,
          respectively)  or severance pay,  profit sharing or pension  benefits,
          and  all  Liabilities   and  obligations   arising  under  any  bonus,
          commission,  salary or  compensation  plans or  arrangements,  whether
          accruing prior to, on or after the Closing Date;

     (c)  all  Liabilities   and   obligations   with  respect  to  unemployment
          compensation  claims and workmen's  compensation claims and claims for
          race, age and sex  discrimination  or sexual  harassment or for unfair
          labor practice based on or arising from occurrences,  circumstances or
          events, or exposure to conditions,  existing or occurring prior to the
          Closing Date and for which any claim may be asserted by any of Sellers
          employees, prior to, on or after the Closing Date;

                                       11
<PAGE>
     (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  and obligations of Seller arising under or by virtue
          of  federal  or state  environmental  laws  based on or  arising  from
          occurrences,  circumstances  or events,  or  exposure  to  conditions,
          existing  or  occurring  prior to the  Closing  Date and for which any
          claim may be asserted prior to, on or after the Closing Date;

     (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;

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

     (k)  any 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(k).

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

     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.

                                       12
<PAGE>
     It is the intent of the parties that upon Closing,  all employees of Seller
     will be  terminated  by such parties and Purchaser No. 1 or Purchaser No. 2
     will extend offers of employment to 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)  Six  Hundred   Thirty-Six   Thousand  Four  Hundred   Twenty   Dollars
          ($636,420.00); and

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

     (d)  If Net Asset Amount No. 1 of Seller as of the Closing Date as shown on
          the Pro Forma Balance Sheet No. 1 is less than  $111,193.00,  Purchase
          Price No. 1 shall be  decreased  on a  dollar-for-dollar  basis to the
          extent of such deficit.  If Net Asset Amount No. 1 of Seller as of the
          Closing Date as shown on Pro Forma Balance Sheet No. 1 is greater than
          $111,193.00,   Purchase   Price  No.  1  shall  be   increased   on  a
          dollar-for-dollar   basis  to  the   extent   of  such   excess.   The
          determination  of Net Asset  Amount  No. 1 shall be made in the manner
          provided for in Section 5.1 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)  One  Hundred   Eighty-Three   Thousand  One  Hundred  Fifteen  Dollars
          ($183,115.00); and

     (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 sum of the items  contained in Sections  4.2(a),  (b), (c),  above
          shall be adjusted by the amounts  determined under Sections 4.2(d) and
          (e), as follows;

     (d)  If Net Asset Amount No. 2 of Seller as of the Closing Date as shown on
          the Pro Forma  Balance Sheet No. 2 is less than  $31,913.00,  Purchase
          Price No. 2 shall be  decreased  on a  dollar-for-dollar  basis to the
          extent of such deficit.

                                       13
<PAGE>
          If Net Asset Amount No. 2 of Seller as of the Closing Date as shown on
          Pro Forma  Balance  Sheet No. 2 is greater than  $31,913.00,  Purchase
          Price No. 2 shall be  increased  on a  dollar-for-dollar  basis to the
          extent of such  excess.  The  determination  of Net Asset Amount No. 2
          shall be made in the manner provided for in Section 5.1 hereof.

     (e)  In the event that  Purchaser  No. 1's and  Purchaser  No. 2's  Atlanta
          Divisions aggregate EBIT from their operations,  from the Closing Date
          to January 5, 2000 is less than Two  Hundred  Eighteen  Thousand  Five
          Hundred  Fifty-Nine  and 78/100  Dollars  ($218,559.78),  the Purchase
          Price shall be  decreased  on a  dollar-for-dollar  basis equal to the
          difference   between  Two  Hundred  Eighteen   Thousand  Five  Hundred
          Fifty-Nine and 78/100 Dollars  ($218,559.78) and the total of such Pro
          Forma EBIT. The  determination  of Purchaser No. 1's and Purchaser No.
          2's Atlanta  Divisions  aggregate  Pro Forma EBIT shall be made in the
          manner  provided  for in Section 5.2  hereof.  Any  adjustment  to the
          Purchase  Price  under this  Section  shall be made to the  promissory
          notes issued under  Sections  4.3(c) and 4.4(c) based on the following
          percentages:  Purchaser No. 1's Subordinated  Promissory Note - 77.7%;
          Purchaser No. 2's Subordinated Promissory Note - 22.3%.

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 Six Hundred  Thirteen  Thousand Nine Hundred  Forty-Nine
          Dollars ($613,949.00), of which Four Hundred One Thousand Nine Hundred
          One Dollars  ($401,901.00) is an advance payment by Purchaser No. 1 to
          Seller for the  amount  projected  in good faith by the  parties to be
          owed by Purchase No. 1 to Seller pursuant to the provisions of Section
          4.1(d),  which advance  payment  shall be credited  against the amount
          ultimately  determined to be owed to Seller by Purchaser No. 1, to the
          extent applicable,  pursuant to the provisions of Section 5.1 upon the
          conclusion of the determination of the Net Asset Amount No. 1;

     (b)  The Assumed  Liabilities  No. 1 assumed or paid off under Section 3.1;
          and

     (c)  The remaining sum of Four Hundred  Twenty-Four  Thousand Three Hundred
          Seventy-Two  Dollars  ($424,372.00) as may be adjusted as set forth in
          Sections  5.1 and/or  5.2,  shall be payable  pursuant to the terms of
          Purchaser No. 1'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 full on the
          first  annual  anniversary  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 Company and Purchaser No. 1 and
          Seller. A copy of said note is attached hereto as Exhibit C. Such note
          shall be subordinate to Purchaser

                                       14
<PAGE>
          No.1's lender  pursuant to the terms of a  Subordination  Agreement in
          the form attached hereto as Exhibit D.

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  One  Hundred   Seventy-Six   Thousand   Four  Hundred
          Seventy-Seven  Dollars  ($176,477.00)  of which  One  Hundred  Fifteen
          Thousand Three Hundred Forty-Six  Dollars  ($115,346.00) is an advance
          payment by Purchaser No. 2 to Seller for the amount  projected in good
          faith by the parties to be owed by Purchaser No. 2 to Seller  pursuant
          to the provisions of Section  4.2(d),  which advance  payment shall be
          credited against the amount ultimately determined to be owed to Seller
          by  Purchaser  No.  2,  to  the  extent  applicable,  pursuant  to the
          provisions of Section 5.1 upon the conclusion of the  determination of
          the Net Asset Amount No. 2; and

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

     (c)  The  remaining  sum of One Hundred  Twenty-One  Thousand  Nine Hundred
          Eighty-Four  Dollars  ($121,984.00) as may be adjusted as set forth in
          Sections  5.1 and/or  5.2,  shall be payable  pursuant to the terms of
          Purchaser No. 2'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 full on the
          first  annual  anniversary  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. 2 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 Company and Purchaser No. 2 and
          Seller. A copy of said note is attached hereto as Exhibit E. Such note
          shall be subordinate to Purchaser No. 2's lender pursuant to the terms
          of a Subordination Agreement in the form attached hereto as Exhibit F.

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

     Purchase  Price  No.  1 to be  paid  to  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  Seller  hereunder,  including  the  liabilities
     assumed or paid by  Purchaser  No. 2  pursuant  to  Section  3.2,  shall be
     allocated as set forth in Exhibit G-1 attached  hereto.  Seller,  Purchaser
     No. 1,  Purchaser  No. 2 and  Shareholders  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 and taxes (EBIT) of the Purchaser No. 1's
     and  Purchaser  No. 2's Atlanta  Divisions in the  aggregate  during any of
     fiscal

                                       15
<PAGE>
     years 1999 (May 6, 1999 to January 5, 2000),  2000, 2001, 2002 and (January
     6, 2003 to May 5, 2003) exceed the applicable  EBIT threshold for such year
     set forth below:

               Fiscal  1999     -     $218,559
     (May 6, 1999 to January 5, 2000)
               Fiscal  2000     -     $377,814
               Fiscal  2001     -     $427,814
               Fiscal  2002     -     $457,814
               Fiscal  2003     -     $169.254
     (January 5, 2003 to May 5, 2003)

     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 fifty percent (50%) of
the  aggregate EBIT of Purchaser No. 1's and Purchaser No. 2's Atlanta Divisions
in  excess  of  the  EBIT  Threshold for the applicable year or portion thereof,
subject  to  a  cumulative  limitation  of One Million Four Hundred Seventy-Five
Thousand  Dollars  ($1,475,000.00)  during  such  aggregate  period.  Any  EBIT
shortfall  in  any  year  shall  not  be  offset  against any excess EBIT in any
subsequent  year(s)  hereunder, it being the intent of the parties that the EBIT
Threshold  set  forth  herein  shall  apply  to each applicable year separately,
subject,  however,  to  the  cumulative  limitation  of One Million Four Hundred
Seventy-Five  Thousand  Dollars  ($1,475,000.00)  during  such aggregate period.
Such  cash  payment  by  Purchaser No. 1 and Purchaser No. 2 shall be additional
Purchase  Price  which will be added to the good will allocation of the Purchase
Price.  Commencing  on the closing date, a 1.8% royalty fee (MAS-1.5% and Adfund
fee-.3%)  on  gross  sales by Purchaser No. 1's and Purchaser No. 2's respective
Atlanta  Divisions  shall  be  made  incident  to  said determination.  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, the parties
shall,  in  good  faith, agree upon the MAS and Adfund royalty fee to be charged
hereunder based on the level of services and support being provided by Purchaser
No.  1  and  Purchaser  No.  2  to  its  respective Atlanta Division.  Provided,
however,  such  MAS  and  Adfund  royalty  fees shall be 1.8% if the parties are
unable  to  come to an agreement for each subsequent year.  For purposes of this
Section,  the  term  Atlanta  Division  shall  be  defined as Business No. 1 and
Business  No.  2  acquired  from Seller, by Purchaser No. 1 and Purchaser No. 2,
respectively, and Purchaser No. 1's and Purchaser No. 2's operations in Atlanta,
Georgia  that existed prior to the closing of the Purchase Agreement.  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 EBIT
contribution  made  by  each  of  their Atlanta Divisions to the computation set
forth  above.

     For  purposes  of this  Section,  the term EBIT  shall  mean the net income
     before taxes and before interest expense of Purchaser No. 1's and Purchaser
     No. 2's Atlanta Divisions during the applicable  period.  The EBIT 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  increase  in the
     amounts of  depreciation,  amortization or other expense or deduction taken
     on  tangible  or  intangible  assets  of  Purchaser,  if such  increase  is
     attributable to a revaluation of such assets incident to their  acquisition
     pursuant to the terms of this Agreement.  Said  determination of EBIT shall
     be subject to verification as described below. In addition, for purposes of
     determining EBIT for any particular year, except as noted above, no item of
     income or expense will be allocated by Purchaser  No. 1 or Purchaser  No. 2
     to Purchaser No. 1's and/or  Purchaser No. 2's Atlanta Division unless such
     items are reasonably calculated to contribute to the

                                       16
<PAGE>
     increase in profits of such Atlanta  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 Atlanta  Division.  Incident to the
     determination  of EBIT of  Purchaser  No. 1s and  Purchase  No. 2's Atlanta
     Division,  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. 1s and/or  Purchaser  No. 2's Atlanta  Division
     shall be allocated to such division. Any payment made to Seller pursuant to
     this Section 4.5 shall not be charged against the EBIT for any year.

     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 EBIT  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  the  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 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  matters
     pertaining  to the  determination  and shall act  promptly  to resolve  all
     disputed  matters,  and its decision  with respect to all disputed  matters
     shall be final and  binding  upon  Seller and  Purchaser.  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.

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

     Except as set forth below,  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  Seller  to  Purchaser  No. 1 and the  conveyance  and  transfer  of the
     Purchased Assets No. 2 by Seller to Purchaser No. 2.

                                       17
<PAGE>
                                       5.
                            POST-CLOSING ADJUSTMENTS
                            ------------------------

5.1  Within  sixty (60) days after the  Closing  Date (the Post  Closing  Date),
     Sellers  Accountant  will  perform an audit of the Seller as of the Closing
     Date and Sellers 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  Sellers  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 March 31, 1999 Pro Forma
     Balance  Sheet No. 1 and the March 31, 1999 Pro Forma  Balance Sheet No. 2.
     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 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  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 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 Seller and Purchaser No. 1 and/or Purchaser No.
     2, as applicable. If Purchaser No. 1 and/or Purchaser No. 2, as applicable,
     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  matters
     pertaining  to the  determination  and shall  act  promptly  and  fairly to
     resolve all disputed  matters and its decision with respect to all disputed
     matters  shall  be final  and  binding  upon  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 Seller.  Each party shall be responsible
     for its own attorney and accounting fees. If the Net Asset Amount No. 1 (as
     shown on the Net Asset Report No. 1) is less than $111,193.00, the Purchase
     Price No. 1 to be paid to Seller shall be decreased on a  dollar-for-dollar
     basis for such difference by

                                       18
<PAGE>
     Seller first repaying to Purchaser No. 1 by certified or cashier's check or
     wire transfer,  the advance  payment made by Purchaser to Seller at Closing
     against the Net Asset  Amount No. 1  determination  as set forth in Section
     4.3(a) then by any other cash paid under Section 4.3(a),  if necessary.  If
     the Net Asset  Amount  No. 1 (as shown on the Net  Asset  Report  No. 1) is
     greater than  $111,193.00,  the  Purchase  Price No. 1 to be paid to Seller
     shall be increased  on a  dollar-for-dollar  basis for such excess.  In the
     event such excess is greater than the advance payment made by Purchaser No.
     1 to Seller under Section 4.3(a), any additional amount owing shall be paid
     immediately by Purchaser No. 1 to Seller by certified or cashier's check or
     wire transfer on the date of the resolution of this  determination.  In the
     event the  increase in Purchase  Price No. 1 is less than the amount of the
     advance payment made under Section 4.3(a) by Purchaser No. 1 to Seller, the
     difference  between  the amount of the  advance  payment  paid to Seller at
     Closing and the amount that Seller is entitled  pursuant to this provision,
     shall be repaid to Purchaser No. 1 by Seller by certified or cashiers check
     or wire transfer on the date of the  resolution of this  determination.  If
     the Net Asset Amount No. 2 (as shown on the Net Asset Report No. 2) is less
     than  $31,913.00,  the  Purchase  Price No. 2 to be paid to Seller shall be
     decreased  on a  dollar-for-dollar  basis  for such  difference  by  Seller
     repaying  to  Purchaser  No.  2 by  certified  or  cashier's  check or wire
     transfer the advance  payment paid by Purchaser  No. 2 to Seller at Closing
     against the Net Asset  Amount No. 2  determination  as set forth in Section
     4.4(a) then by any other cash paid under Section 4.4(a),  if necessary.  If
     the Net Asset  Amount  No. 2 (as shown on the Net  Asset  Report  No. 2) is
     greater  than  $31,913.00,  the  Purchase  Price No. 2 to be paid to Seller
     shall be increased  on a  dollar-for-dollar  basis for such excess.  In the
     event such excess is greater than the advance payment made by Purchaser No.
     2 to Seller under Section 4.4(a), any additional amount owing shall be paid
     immediately by Purchaser No. 2 to Seller by certified or cashier's check or
     wire transfer on the date of the resolution of this  determination.  In the
     event the  increase in Purchase  Price No. 2 is less than the amount of the
     advance payment made under Section 4.4(a) by Purchaser No. 2 to Seller, the
     difference  between  the amount of the  advance  payment  paid to Seller at
     Closing  and the  amount  that  Seller  is  entitled  to  pursuant  to this
     provision,  shall be repaid to  Purchaser  No. 2 by Seller by  certified or
     cashier's  check or wire  transfer  on the date of the  resolution  of this
     determination.

     Seller and Purchaser  No. 1 and Purchaser No. 2 agree that any  adjustments
     made as a result of the  issuance  of Net Asset  Report No. 1 and Net Asset
     Report No. 2 that result in an  adjustment  to Purchase  Price No. 1 and/or
     Purchase Price No. 2 shall not constitute a breach of any representation or
     warranty  made  by  Seller  as to  such  item  under  any of the  pertinent
     provisions of Section 8. Nothing herein  contained  shall be construed as a
     release or waiver of any rights that Purchaser No. 1 and/or Purchaser No. 2
     may have under this agreement  that relate to any breach of  representation
     or warranty  relating to an item that is not set forth in Net Asset  Report
     No. 1 and/or Net Asset Report No. 2.

5.2  Within sixty (60) days after January 5, 2000, Purchaser No. 1 and Purchaser
     No. 2 will deliver to Seller a determination of the Atlanta  Division's Pro
     Forma  aggregate  EBIT  prepared by Purchaser No. 1 and Purchaser No. 2 for
     the period  commencing on the Closing Date and ending January 5, 2000 along
     with any  supporting  documentation  reasonably  requested  by Seller.  For
     purposes of this  Section,  the term Atlanta  Division  shall be defined as
     Business No. 1 and Business No. 2 acquired  from Seller by Purchaser  No. 1
     and Purchaser No. 2, respectively,  and Purchaser No. 1's and Purchaser No.
     2's operations in Atlanta, Georgia that existed prior to the closing of the
     Purchase Agreement.  Incident to said Pro Forma EBIT determination,  a 1.8%
     royalty  fee (MAS  1.5%  and  Adfund  .3%)  royalty  fee on gross  sales by
     Purchaser No. 1's and Purchaser 2's  respective  Atlanta  Divisions  during
     said period shall be made incident to said

                                       19
<PAGE>
     determination.  Within thirty (30) days following delivery of such reports,
     Seller  shall have the right to object in writing to the results  contained
     in such  determination.  If timely  objection is not made by Seller of such
     determination, such determination shall become final and binding. If timely
     objection is made by any party, and Purchaser No. 1 and Purchaser No. 2 and
     Seller are able to resolve their differences in writing within fifteen (15)
     days following the expiration of the Pro Forma EBIT objection period,  then
     such determination as resolved shall become final and binding as it relates
     to this Agreement.  If timely  objection is made by Seller,  and Seller and
     Purchaser  No. 1  and/or  Purchaser  No.  2 are  unable  to  resolve  their
     differences in writing within fifteen (15) days following the expiration of
     the Pro Forma EBIT objection period,  then all disputed matters relating to
     the report shall be submitted to and reviewed by an Arbitrator according to
     the process and procedure  set forth in Section 5.1 above.  The expenses of
     the  arbitration  shall be borne  one-half  (1/2)  by  Purchaser  No. 1 and
     Purchaser No. 2 and one-half by Seller. Each party shall be responsible for
     its own attorney and  accounting  fees. Any net reduction in Purchase Price
     No. 1 and Purchase Price No. 2 as a result of said adjustment shall be made
     in the  manner  set  forth in  Section  4.2(e)  and shall be  reflected  by
     decreasing the face amount of the promissory notes as set forth in Sections
     4.3(c) and 4.4(c).  The parties agree to implement any  adjustments  to any
     interest  payments  that  may  have  been  made  prior  to the date of such
     determination to reflect the adjustment set forth above.


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

6.1  Employment Agreements of S. Dobson and T. Dobson.
     ------------------------------------------------

     At Closing,  Purchaser No. 1 shall enter into an Employment  Agreement with
     S. Dobson and T. Dobson, respectively. 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 Covenant Not to
     Compete Agreements with Purchaser No. 1 and Purchaser No. 2. Copies of said
     Covenant  Not to Compete  Agreements  are  attached  hereto and made a part
     hereof as Exhibits I, I-1, I-2, I-3, I-4, I-5, I-6, I-7, I-8 and I-9.


                                       8.
                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------
                                AND SHAREHOLDERS
                                ----------------

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

                                       20
<PAGE>
8.1  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 Georgia 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. The Seller is duly qualified and validly
     existing in Georgia and in good standing in each of the other jurisdictions
     in which it is required by the nature of its  business or the  ownership of
     its properties to so qualify.  Seller has no  subsidiaries.  The Disclosure
     Schedule correctly lists, with respect to the Seller,  each jurisdiction in
     which it is qualified to do business as a foreign corporation.

8.2  Capitalization.
     --------------

     The authorized  capitalization of the Seller consists solely of one hundred
     thousand (100,000) shares of common stock, par value one dollar ($1.00), of
     which one  hundred  thousand  (100,000)  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  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.

8.3  Authority  to  Make  Agreement.
     ------------------------------

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

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

     (a)  The  execution,  delivery and  performance  of this  Agreement and the
          Other Seller  Documents  by Seller,  the sale,  transfer,  conveyance,
          assignment and delivery of the Purchased Assets 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 Seller, any Shareholder
          or Purchased  Assets No. 1 and/or Purchased Assets No. 2, (ii) (except
          for 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 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

                                       21
<PAGE>
          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. Neither 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 Seller nor any  Shareholder is a party to, subject to or bound
          by any agreement,  judgment,  award, order, writ, injunction or decree
          of any court,  governmental body or arbitrator which would prevent the
          use by Purchaser 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)  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,
          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.

8.5  Financial  Statements.
     ---------------------

     (a)  Copies of the  Financial  Statements  are  attached to the  Disclosure
          Schedule.  Each of the Financial  Statements  are true and complete in
          all material  respects and were prepared in accordance  with generally
          accepted  accounting  principles  (except  that the March 31, 1999 Pro
          Forma  Balance  Sheet No. 1 and the March 31,  1999 Pro Forma  Balance
          Sheet No. 2 do not  contain  any  footnotes  and are subject to normal
          year-end  audit  adjustments  as shall be  reflected  on the Pro Forma
          Balance  Sheet No. 1 and Pro Forma Balance Sheet No. 2 of Seller which
          will be prepared as set forth in Section  5.1) applied on a consistent
          basis  throughout  the  periods  indicated  (except  as  noted on such
          Financial  Statements) and fairly present in all material respects the
          financial  position and  condition of the Seller as of the  respective
          dates  thereof  and  the  results  of its  operation  and  changes  in
          financial position for the respective periods then ended.

                                       22
<PAGE>
     (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, the
          Financial Statements,  or the Disclosure Schedule,  the Seller had, as
          of such date, no material  liabilities  or  obligations of any nature,
          whether accrued, absolute, contingent, or otherwise, including without
          limitation,  unfunded pension or other retirement plan liabilities and
          tax  liabilities  whether or not incurred in respect of or measured by
          the  Seller's  income,  for  any  period  prior  to the  date  of said
          Financial  Statements,  or arising out of transactions entered into or
          any  set of  facts  existing  prior  thereto.  Except  to  the  extent
          disclosed on the  Disclosure  Schedule,  there exists no basis for the
          assertion against Seller,  as of the date of the Financial  Statements
          or 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.

8.6  Customers.
     ---------

     The Disclosure  Schedule  includes a correct list of the  twenty-five  (25)
     largest  customers  of the Seller by sales in dollars  for each of 1998 and
     January through March of 1999 and the amount of business done by the Seller
     with each such  customer for such periods.  Assuming  that  Purchaser No. 1
     continues to conduct  Business No. 1 and that  Purchaser No. 2 continues to
     conduct  Business No. 2 in the ordinary  course  consistent  with  Seller's
     prior practices generally and specifically with respect to Seller's current
     customers,  Seller has no  knowledge  that any of the current  customers of
     Seller will or intend to (a) cease doing  business with the Seller;  or (b)
     materially  alter the amount of business they are presently  doing with the
     Seller;  or (c) not do business with the  Purchaser No. 1 and/or  Purchaser
     No. 2, as applicable, after the Closing.

8.7  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 No. 1 and/or Sellers Business No. 2 are the sole property
     of the Seller,  provided that such  intangibles will continue to be used by
     the Atlanta  Divisions of Purchaser  No. 1 and  Purchaser No. 2 in the same
     manner as conducted by Seller,  do not require the consent of or consent to
     any other  person as a condition to their use or the  transaction  provided
     for herein and do not infringe upon the rights of others.

                                       23
<PAGE>
8.8  Significant  Agreements.
     -----------------------

     The  Disclosure  Schedule  contains an accurate  and  complete  list of all
     contracts, agreements, licenses, instruments and understandings (whether or
     not in  writing)  to which  the  Seller is a party or is bound and that are
     material  to  Business  No. 1 and/or  Business  No.  2,  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 its  Business  No. 1 or
          its  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 the 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 Sellers 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 the  Seller  without  further  cost or  other
          liability to the Seller as of or at any time after the Closing.

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

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

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

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

                                       24
<PAGE>
     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 claims of material default by the Seller
     and  there  are no facts  or  conditions  that  have  occurred  or that are
     anticipated  to occur  which,  through the passage of time or the giving of
     notice,  or both, would constitute a default by the Seller,  or would cause
     the  acceleration of any obligation of any party thereto or the creation of
     an  Encumbrance  upon any asset of the Seller.  There are no material  oral
     contracts,  agreements or understandings made by any Shareholder,  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.

8.9  Inventory.
     ---------

     Except as specifically  described on the Disclosure Schedule, all inventory
     is reflected on the April 5, 1999 list attached to the Disclosure  Schedule
     and at the Closing Date will consist of items of quality and quantity which
     are usable or saleable in the ordinary  course of business of Seller in the
     conduct of its Business No. 1 and/or its 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 in setting inventory at the lower of cost or net
     realizable  market  values,  all  in  accordance  with  generally  accepted
     accounting  principles.  Except  as set forth on the  Disclosure  Schedule,
     since  December 31, 1998,  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.

8.10 Accounts  Receivable  and  Vendor  Receivables.
     ----------------------------------------------

     All accounts  receivable and vendor receivables of 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  December 31, 1998 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 April 22, 1999, all receivables arising out of or

                                       25
<PAGE>
     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  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 therefor.

8.11 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 returns and reports
     that are now  required to be filed by it in  connection  with any  federal,
     state or local tax, duty or charge levied,  assessed or imposed upon it, or
     its property,  including  unemployment,  social security and similar taxes;
     and all of such taxes have been either  paid or adequate  reserves or other
     provision  has been made  therefor.  Seller  and  Shareholders  shall  pay,
     without right of reimbursement from Purchaser No. 1 and/or Purchaser No. 2,
     all of Seller and  Shareholders  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.

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

     (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 being acquired by Purchaser No. 1
          and/or Purchaser No. 2, respectively, and except for matters expressly
          set forth in Section  3.1,  Section 3.2  Section  3.3 or Section  3.4,
          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 the best of
          Seller's   knowledge,   any  litigation  or  proceedings   pending  or
          threatened against Seller by Seller's employees,  clients,  customers,
          creditors,  suppliers,  or any other party (nor state of facts for any
          such  obligation,  liability,  litigation or  proceeding),  that could
          become a claim,  obligation,  liability,  lien or other  charge  of or
          against Purchaser No. 1, Purchaser No. 2, or Purchased Assets No. 1 or
          Purchased  Assets No. 2. To the best of  knowledge  of Seller,  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.

                                       26
<PAGE>
     (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.

8.13 Pending  Actions.
     ----------------

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

8.14 Insurance.
     ---------

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

8.15 Status  of  Business.
     --------------------

     (a)  Since October 2, 1998, 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  or  permitted  under  Section  2.4
          dealing  with  Excluded  Assets,  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 in the
               aggregate has been materially adverse;

          (ii) Any material liability or obligation  incurred or assumed, or any
               material contract,  agreement,  arrangement,  lease (as lessor or
               lessee), or

                                       27
<PAGE>
               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 the
               Seller (whether or not covered by insurance);

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

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

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

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

          (xi) Any material  contract  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; or

          (xiv)Any dividend or other  distribution on or in respect of shares of
               its capital stock,  except for any distributions made pursuant to
               the  provisions  of Section 2.4 relating to Excluded  Assets or S
               corporation

                                       28
<PAGE>
               distributions   consistent  with  prior  business   practices  or
               otherwise shown on the Disclosure Schedule.

     (b)  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.

          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, 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, 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 Business No. 1 and/or
          Business  No.  2 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  No. 1
          and/or Business No. 2.

     (d)  At the  Closing,  Seller  shall have  accrued or 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 the  best of
          Seller's  Knowledge,  Seller is in compliance with all federal,  state
          and local laws,  ordinances and regulations relating to employment and
          employment  practices at 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, except where such  non-compliance  would
          not have a materially adverse effect on 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 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 Business No. 1 and/or Business
          No.  2.  Seller  has  no  labor  contracts  or  collective  bargaining
          agreements with respect to any of its employees.

                                       29
<PAGE>
8.16 Environmental  Laws.
     -------------------

     (a)  To the best of Seller's  Knowledge,  the real estate located at 200 N.
          Cobb Parkway,  Suite 413, Marietta,  Georgia 30062, which is leased by
          Seller,  (Real  Estate)  has not been used or  operated in any fashion
          involving  producing,  handling  and  disposing  of  chemicals,  toxic
          substances,  wastes and effluent materials,  x-rays or other materials
          or devices in material  violation of any laws,  rules,  regulations or
          orders, and to the best of Seller's  Knowledge,  the Real Estate is in
          material  compliance with applicable  laws,  regulations,  ordinances,
          decrees and orders  arising under or relating to health,  safety,  and
          environmental  laws and regulations,  including without limitation the
          Federal  Occupation  and Safety  Health Act,  29 U.S.C.  651, et seq.;
          Federal  Resource  Conservation  and Recovery Act ("RCRA"),  42 U.S.C.
          6901,  et  seq.;   Federal   Comprehensive   Environmental   Response,
          Compensation  and Liability Act ("CERCLA"),  42 U.S.C.  9601, et seq.;
          the Federal Clean Air Act, 42 U.S.C.  2401, et seq.; the Federal Clean
          Water Act, 33 U.S.C.  1251, et seq.; and all state and local laws that
          correspond therewith or supplement such laws.

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

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

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

     (e)  The Disclosure Schedule will list all waste disposal sites, dump sites
          and  other  areas  either  on the  Real  Estate  or  offsite  at which
          hazardous or toxic waste generated by the Seller has been disposed (in
          each case identifying

                                       30
<PAGE>
          such waste) and it will  specifically  identify each such site or area
          which is or has been included in any published federal, state or local
          (domestic  or foreign)  superfund  or other list of hazardous or toxic
          waste sites or areas.

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

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

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

8.18 Payments  to  Employees.
     -----------------------

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

8.19 Change  of  Corporate  Name.
     ---------------------------

     At the  Closing,  Seller,  if requested  by either  Purchaser  No. 1 and/or
     Purchaser No. 2, will adopt and file with the Secretary of State of Georgia
     an Amendment to the Charter of Seller changing the name of Seller to a name
     substantially  dissimilar to Systems Atlanta Commercial  Systems,  Inc. and
     Seller shall also  execute a Consent for Use of Similar  Name form,  as set
     forth in the

                                       31
<PAGE>
Disclosure  Schedule, granting to Purchaser No. 1 and/or Purchaser No. 2 (as may
be  agreed  by  such  parties)  the  use  of  the  name  Systems  Atlanta,  Inc.

8.20 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.

8.21 Preservation  of  Organization.
     ------------------------------

     Except as set forth on the  Disclosure  Schedule,  since December 31, 1998,
     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 engaged in no transaction  other than in
     the ordinary course of Seller's Business No. 1 and/or Business No. 2.

8.22 Absence  of  Certain  Business  Practices.
     -----------------------------------------

     Neither Seller, nor, to 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 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 Company) (i) which subjected or might have
     subjected  Seller to any  damage  or  penalty  in any  civil,  criminal  or
     governmental litigation or proceeding, (ii) which if not given in the past,
     might have had a material  adverse effect on 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.

8.23 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  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 the Seller; or (b) materially alter the amount of
     business they are currently  doing with the Seller;  or (c) not do business
     with Purchaser No. 1 and/or Purchaser No. 2 after the Closing.

                                       32
<PAGE>
8.24 Product  Liability  Claims.
     --------------------------

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

8.25 Employee  Benefit  Plans.
     ------------------------

     For the purposes of this Section 8.25,  "Seller"  shall include all persons
     who are  members of a  controlled  group,  a group of trades or  businesses
     under common control,  or an affiliated  service group (within the meanings
     of  Sections  414(b),  (c) or (m) of the  Code),  of which the  Seller is a
     member.

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

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

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

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

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

                                       33
<PAGE>
          (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 the Seller to make  contributions  to the  Employee
               Pension Benefit Plans.

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

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

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

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

          (ix) All Employee  Pension  Benefit Plans are intended to be qualified
               retirement  plans  under the Code.  The IRS has  issued,  and the
               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

                                       34
<PAGE>
               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.

8.26 Assets  Necessary  to  the  Business.
     ------------------------------------

     The Seller owns,  leases or holds under  license all assets and  properties
     (tangible  and  intangible)  necessary  to carry on its  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 the Seller and/or as set forth on the Disclosure  Schedule) nor
     any member of their 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 other than the joint use of the trade name Systems Atlanta.

8.27 Transactions  with  Affiliates.
     ------------------------------

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

8.28 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.

8.29 Full  Disclosure.
     ----------------

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

                                       35
<PAGE>
                                       9.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                     OF PURCHASER NO. 1 AND PURCHASER NO. 2
                     --------------------------------------

     Purchaser No. 1 hereby represents and warrants to Seller that the following
     statements are true and correct as of the date hereof.

9.1 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 Seller currently
          conducted  by  Seller  in each of the  jurisdictions  in which  Seller
          currently   conducts   its   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.

9.2 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 lender, Deutsche Financial Services Company,
          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

                                       36
<PAGE>
               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.

9.3  Brokers  and  Finders.
     ---------------------

     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 Seller that the following
     statements are true and correct as of the date hereof.

9.4  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 Seller currently
          conducted  by  Seller  in each of the  jurisdictions  in which  Seller
          currently   conducts   its   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.

9.5  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 lender, Deutsche Financial Services Company,
          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:

                                       37
<PAGE>
          (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
               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.

9.6  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.

9.7  MD&  A  UPDATE
     --------------

     Since  January 5, 1999,  there has been no material  adverse  change in the
     results of  operations  or financial  condition of Purchaser No. 1, nor are
     there any demands, commitments,  events or uncertainties known to Purchaser
     No. 1 which No. 1 which could affect  Purchaser No. 1s and/or Purchaser No.
     2's liquidity,  capital resources,  or results or operations as of the date
     hereof (other than those previously  disclosed by Purchaser in its periodic
     reports  filed with the  Securities  and  Exchange  Commission)  that would
     require  discussion  in  Managements  Discussion  and Analysis of Financial
     Condition and Results of Operations (MD&A) prepared in accordance with Item
     303 of Regulation S-K promulgated by the Securities and Exchange Commission
     if such MD&A were required to be updated through the date hereof.



9.8  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.

                                       38
<PAGE>
                                       10.
                          SURVIVAL OF AND RELIANCE UPON
           REPRESENTATIONS, WARRANTIES AND AGREEMENTS; INDEMNIFICATION
           -----------------------------------------------------------

10.1 Survival  of  Representations  and  Warranties.
     ----------------------------------------------

     The parties acknowledge and agree that all representat-ions, 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 10.3 and 10.4 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, 4.2,
     8.3, 8.11,  8.12,  8.13,  8.16, 9.2 and 9.4 which shall survive the Closing
     and shall terminate in accordance with the statute of limitations governing
     written  contracts  in the State of Georgia  and  Exhibits H and H-1 and I,
     I-1, I-2, I-3,  I-4, I-5, I-6, I-7, I-8 and I-9,  which shall  terminate as
     provided therein.

10.2 Reliance  Upon  and   Enforcement  of   Representations,   Warran-ties  and
     ---------------------------------------------------------------------------
     Agreements.
     ----------

     (a)  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 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.

10.3 Indemnification  by  Seller  and  Shareholder.
     ---------------------------------------------

     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 10.1 and subject to the  limitations
     set forth in Section 10.6, Seller and Shareholders (jointly and severally),
     shall  indemnify  Purchaser  No. 1 and/or  Purchaser No. 2 against and hold
     them harmless from:

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

                                       39
<PAGE>
     (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
          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  (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;

     (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
     10.3 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  Shareholders  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  under the  applicable  subordinated  promissory  note.
     Provided,  however, the offset in any one year may not exceed the aggregate
     amount  of  principal  and  interest  due on said  applicable  subordinated
     promissory note for said year.

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

     Provided  Shareholders and 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 10.1 and subject to the
     limitations set forth in Section 10.6, Purchaser No. 1 and/or Purchaser No.
     2, as applicable,  shall indemnify Seller and Shareholders against and hold
     it  harmless  from  any and  all  loss,  damage,  liability  or  deficiency
     resulting from or arising out of: (i) any Assumed  Liabilities 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  10.4 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.

                                       40
<PAGE>
10.5 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 10.3 and 10.4 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,  negotia-tion or settlement thereof, at
          that  Indemnifying  Party's  expense.  Thereafter,  the  Party  to  be
          Indemnified  shall be  indemnified  in the entirety for any  liability
          arising out of the ultimate  defenses,  negotiation  or  settlement of
          such matter.

     (c)  If the  Indemnifying  Party  is the  party  controlling  the  defense,
          negotiation or settlement of any matter,  and the  Indemnifying  Party
          determines  to compromise  the matter,  the  Indemnifying  Party shall
          immediately  advise  the  Party to be  Indemnified  of the  terms  and
          conditions of the proposed settlement.  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 10.3 or

                                       41
<PAGE>
          10.4 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  10.3  or  10.4  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  10.3 and 10.4 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.

10.6 Limitation  on  Liability.
     -------------------------

     (a)  Notwithstanding  anything contained herein to the contrary,  no claims
          for indemnification  shall be made by Purchaser No. 1 and/or Purchaser
          No. 2 against  the  Seller  and  Shareholders  until  such time as all
          claims hereunder, net of income tax benefit realized and/or realizable
          and any  applicable  insurance  coverage,  if any, by Purchaser  No. 1
          and/or Purchaser No. 2, exceed Twenty Thousand Dollars ($20,000.00) in
          the  aggregate  and then  indemnification  shall  be made  only to the
          extent  that  such  claim or claims  exceed  Twenty  Thousand  Dollars
          ($20,000.00) in the aggregate. In addition,  notwithstanding  anything
          contained herein to the contrary, the maximum aggregate liability that
          the  Seller  and  Shareholders  may be  collectively  required  to pay
          Purchaser  No. 1 and  Purchaser  No. 2 under this  Agreement  shall be
          limited to an amount equal to Eight  Hundred  Nineteen  Thousand  Five
          Hundred Thirty-Five Dollars ($819,535.00).

     (b)  For purposes of this  Section 10.6  ($20,000.00  basket  amount),  the
          amount of any indemnification  claim shall be reduced by the effect of
          any income tax benefit  realized by Purchaser  No. 1 and/or  Purchaser
          No. 2. For purposes hereof,  the marginal income tax rate of 40% shall
          be utilized.

     (c)  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.

                                       42
<PAGE>
                                        11.
                                   THE CLOSING
                                   -----------

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

     Consummation of the transactions  contemplated hereby (the "Closing") shall
     take place on May 6, 1999 (the  "Closing  Date"),  at 10:00 a.m. EDT at the
     offices of Lindhorst & Dreidame, 312 Walnut Street, Suite 2300, Cincinnati,
     Ohio 45202,  or on such other  Closing  Date,  or at such other time and/or
     place as the parties may mutually agree upon.

11.2 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 Seller shall not
          have  been  materially  adversely  affected  as a result  of any fire,
          accident or other  casualty or any labor  disturbance or act of God or
          the public  enemy,  and there  shall  otherwise  have been no material
          adverse change to the business, aggregate properties, or operations of
          Seller since December 31, 1998;

     (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  Georgia  dated no  earlier  than  fifteen  (15) days prior to
               Closing;

                                       43
<PAGE>
          (v)  Seller shall have entered into the Subordination Agreement in the
               form attached hereto as Exhibits D and F;

          (vi) Seller  and  each   Shareholder   shall  have  entered  into  the
               non-competition  agreements as set forth in Exhibits I, I-1, I-2,
               I-3, I-4, I-5, I-6, I-7, I-8 and I-9.

          (vii)S. Dobson and T. Dobson shall have  entered  into his  respective
               Employment Agreement set forth in Exhibits H and H-1.

     (e)  Seller will adopt and file with the  Secretary  of State of Georgia an
          Amendment  to the Charter of Seller  changing  the name of Seller to a
          name substantially  dissimilar to Systems Atlanta Commercial  Systems,
          Inc. and Seller  shall  execute a Consent for Use of Similar Name form
          as set forth in Section 8.19.

     (f)  Purchaser No. 1 and Purchaser No. 2 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.

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

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

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

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

          (ii) Assumption of Liabilities  Agreement  under which Purchaser No. 1
               assumes the Liabilities set forth in Section 3.1;

          (iii) A promissory note as set forth in Section 4.3(c);

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

                                       44
<PAGE>
          (v)  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; and

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

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

          (ii) Assumption of Liabilities  Agreement  under which Purchaser No. 2
               assumes the Liabilities set forth in Section 3.2;

          (iii) A promissory note as set forth in Section 4.4(c);

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

          (v)  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;

     (e)  Purchaser No. 1 shall have entered into the Employment  Agreements set
          forth in Exhibits H and H-1.


                                       12.
                               GENERAL PROVISIONS
                               ------------------

12.1 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  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.

12.2 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  their  respective
     representatives.

                                       45
<PAGE>
12.3 Notices.
     -------

                                       46
<PAGE>
     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:

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

     (b)  If  to  Seller,  to:

               Systems  Atlanta  Commercial  Systems,  Inc.
               200  North  Cobb  Parkway,  Suite  413
               Marietta,  GA  30062

          With  a  copy  to:

               Tully  H.  Hazell,  Esq.
               Burr  &  Forman,  LLP
               P.O.  Box  54617
               Atlanta,  Georgia  30308

     (c)  If  to  Shareholders,  to:

               Scott  Dobson
               303  Luke  Street
               Woodstock,  GA  30188

12.4 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.

12.5 Headings.
     --------

                                       47
<PAGE>
     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.

12.6 Exhibits.
     --------

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

12.7 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.

12.8 Governing  Law.
     --------------

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

12.9 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.

12.10 Waivers;  Remedies  Exclusive.
      -----------------------------

     No waiver of any right or option  hereunder by any party shall operate as a
     waiver of any  other  right or  option,  or the same  right or option  with
     respect to any  subsequent  occasion for its  exercise,  or of any right to
     damages.  No waiver by any party of any breach of this  Agreement or of any
     representation  or warranty  contained herein shall be held to constitute a
     waiver of any other breach or a continuation of the same breach.  No waiver
     of any of the provisions of this Agreement  shall be valid and  enforceable
     unless such waiver is in writing and signed by the party granting the same.
     Except as otherwise provided in the note issued pursuant to Sections 4.3(c)
     and 4.4(c),  the  Employment  Agreements  and the  Covenant  Not to Compete
     Agreements,  the  indemnification  provided  for by Section 10 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.

12.11 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.

                                       48
<PAGE>
12.12 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.

12.13 Business  Records.
      -----------------

     Seller and  Shareholders  shall be permitted to retain 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 to have  access to all  original  copies of  records so
     delivered to Purchaser No. 1 and/or  Purchaser  No. 2 at reasonable  times,
     for any reasonable  business  purpose,  for a period of six (6) years after
     the Closing.

12.14 Compliance  with  Bulk  Sales  Act.
      ----------------------------------

     Purchaser No. 1 and Purchaser No. 2 waive compliance with the provisions of
     any  applicable  bulk sales law and Seller and  Shareholders,  jointly  and
     severally,  agree  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.


                                       13.
                              SYSTEMS ATLANTA, INC.
                              --------------------

13.1 SAI, an Affiliate of Seller, is executing this Agreement for the purpose of
     acknowledging  that record title to certain of the  Purchased  Assets No. 1
     and/or  Purchased  Assets  No. 2 being  conveyed  hereunder  by  Seller  to
     Purchaser  No.  1 and/or  Purchaser  No. 2 may be in the name of SAI and to
     acknowledge that certain  obligations being paid hereunder by Purchaser No.
     1 and  Purchaser No. 2 represent  obligations  to third party lenders which
     obligations  are  originally  in the name of SAI, but the proceeds of which
     have  been  used by  Seller  in the  operation  of its  Business  No. 1 and
     Business No. 2. Incident  thereto,  and at no additional  cost to Purchaser
     No. 1 and  Purchaser  No. 2 other than the  consideration  to be paid under
     this Agreement to Seller,  SAI agrees to execute at closing,  General Bills
     of  Sale  and   Assignments  to  Purchaser  No.  1  and  Purchaser  No.  2,
     respectively,  incident to it conveys any and all interest that SAI may own
     in any of Purchased  Assets No. 1 and/or  Purchased  Assets No. 2, free and
     clear of any Encumbrances,  to Purchaser No. 1 and Purchaser No. 2 and that
     SAI agrees to do any and all further acts that may be  necessary  currently
     or in the future,  including  those items set forth in Sections 2.6 and 2.7
     of this Agreement,  to effectuate the transfer of such Purchased Assets No.
     1 and Purchased  Assets No. 2 and to do any and all further things that may
     be necessary to effectuate the intent of this Agreement.


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

                                       49
<PAGE>
WITNESSES:                           SYSTEMS  ATLANTA  COMMERCIAL
                                     SYSTEMS,  INC.

___________________________


___________________________          By:________________________________
                                        B.  Scott  Dobson,  Vice-President


                                     POMEROY  COMPUTER  RESOURCES,
___________________________          INC.


___________________________          By:  _______________________________



                                     POMEROY SELECT INTEGRATION SOLUTIONS, INC.
___________________________


___________________________          By:  ______________________________


___________________________


___________________________          __________________________________
                                     B.  SCOTT  DOBSON

___________________________




___________________________          __________________________________
                                     CHARLEY  G.  DOBSON

___________________________


___________________________          __________________________________
                                     BETTY  H.  DOBSON


___________________________


___________________________          __________________________________
                                     TYLER  H.  DOBSON

                                       50
<PAGE>


For  purposes  of  Section  13  of  this  Agreement:

                                    SYSTEMS  ATLANTA,  INC.

___________________________


___________________________          By:________________________________

                                       51
<PAGE>