AGREEMENT AND PLAN OF MERGER

                              AMONG

                  EDGE TECHNOLOGY GROUP, INC.,

                      VT ACQUISITION CORP.,

                      VIRTUALLY THERE, INC.

                               AND

                  VIRTUALLY THERE SHAREHOLDERS

                       as of May 30, 2002








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                  AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is
entered into as of May 30, 2002, among Edge Technology Group,
Inc., a Delaware corporation ("Edge"), VT Acquisition Corp., a
Texas corporation and a wholly owned subsidiary of Edge
("Acquisition Corp"), Virtually There, Inc., a Texas corporation
("VTI"), R. Jeffrey Ireland ("Ireland"), Alex D. Seleny
("Seleny"), Stephen Dooley ("Dooley") and Kathy Gutierrez
("Gutierrez") (collectively Ireland, Seleny, Dooley and Gutierrez
are referred to as the "VTI Shareholders").

                            RECITALS

     A.   The parties intend that, subject to the terms and
conditions hereinafter set forth, Acquisition Corp will merge
with and into VTI (the "Merger").  VTI will be the surviving
corporation (the "Surviving Corporation") and will become a
wholly owned subsidiary of Edge.  The merger will occur pursuant
to a Plan of Merger substantially in the form of Exhibit A (the
"Plan of Merger") and the applicable provisions of the laws of
the State of Texas.  Upon the Merger, all outstanding Common
Stock of VTI will be converted into Common Stock of Edge and all
outstanding Common Stock of Acquisition Corp will be converted
into Common Stock of VTI, in each case in the manner and on the
basis determined herein and as provided in the Plan of Merger.

     B.   Concurrently with the execution and delivery of this
Agreement, the VTI Shareholders are executing and delivering to
VTI's Secretary their unanimous written consents, as all of VTI's
shareholders, to the Merger, this Agreement, the Plan of Merger
and the transactions provided for herein.

     NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements of Edge, VTI, the VTI Shareholders and
Acquisition Corp contained herein, the parties agree as follows:

                            ARTICLE I
                         PLAN OF MERGER

     1.01 THE MERGER.  The Plan of Merger will be filed with the
Office of the Secretary of State of the State of Texas as soon as
practicable after the "Closing" (as defined in Section 4.01,
below).  The Merger shall be effective upon the filing of the
Plan of Merger with the State of Texas (the "Effective Time").
Subject to the terms and conditions of this Agreement and the
Plan of Merger, Acquisition Corp will be merged with and into VTI
pursuant to the Plan of Merger and in accordance with applicable
provisions of the laws of the State of Texas as follows:

          (a)  Merger Consideration. In exchange for all of the
     issued and outstanding common stock of VTI (the "VTI Common
     Stock"), Edge shall deliver the following (the "Merger
     Consideration"):


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          (i)  the payment of up to $185,000 of indebtedness VTI
               owes as set forth in Schedule 1.01(a)(i) attached
               hereto (the "Debt Repayment Consideration"); and

          (ii) the payment of $120,000, in the aggregate, in cash
               (the "Cash Consideration") and one million, one
               hundred and fifty three thousand and eight hundred
               and forty six (1,153,846) shares of unregistered,
               restricted, privately placed shares of common
               stock of Edge (the "Stock Consideration") to the
               VTI Shareholders in the proportions set forth on
               Schedule 1.01(a)(ii) attached hereto.

          (b)  Conversion of Shares.  The shares of VTI Common
     Stock, no par value per share (the "VTI Common Stock"), that
     are issued and outstanding immediately prior to the
     Effective Time will by virtue of the Merger and at the
     Effective Time, and without further action on the part of
     any holder thereof, be converted into the right to receive
     the Merger Consideration, subject to all terms and
     conditions of this Agreement, including, without limitation,
     the provisions for withholding a portion of the Merger
     Consideration as provided in Section 1.03, below.

          (c)  VTI Treasury Stock.  All shares of VTI Common
     Stock that are held by VTI as treasury stock, if any, shall
     be canceled and retired and no Merger Consideration shall be
     delivered or paid in exchange therefor.

          (d)  VTI Options. All rights to acquire capital stock
     of VTI (whether in the form of options, warrants, or rights
     to convert securities) shall be exercised or terminated,
     such that upon the payment of the Merger Consideration Edge
     will hold 100% of the capital stock of VTI and no rights or
     options to purchase or receive any shares of VTI's capital
     stock shall be outstanding.

     1.02 INTENTIONALLY DELETED

     1.03 WITHHELD MERGER CONSIDERATION. At the Closing, Edge
shall retain the entire amount of the Cash Consideration which
shall be retained by Edge and to be payable in accordance with
the provisions of this Section 1.03 (the "Withheld Merger
Consideration").

          (a)  Edge may deduct from the Withheld Merger
     Consideration any of the following amounts upon delivery of
     a notice to VTI and the accompanying documentation to
     evidence such deduction (each an "Adjustment Amount")

                    (i)  Any VTI Pre-Closing Date Tax
                    Obligations, as defined in Section 2.08(b),
                    that remain unpaid as of the Closing Date;
                    and

                    (ii) Any amounts of Collectible A/R
                    Deficiency, as defined in Section 2.27;



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                    (iii)Any amount by which the Working Capital
                    deficit (as defined herein) is greater than
                    $103,374 on the Closing Date;

                    (iv) The amount of any Excess Professional
                    Service Fees not paid in full by the VTI
                    Shareholders on or before the Closing Date in
                    accordance with Section 6.08 hereof.

                    (v)  The amount, if any, the total of the
                    following items existing on VTI's balance
                    sheet as of the Closing Date exceeds
                    $185,000:

                              (1)  Indebtedness for borrowed
                         money, including for calculation of this
                         amount, amounts to be included as part
                         of the Debt Repayment Consideration; and

                              (2)  The amount of any accounts
                         payable which are in excess of thirty
                         (30) days past due.

          (b)  In addition to any Adjustment Amounts set forth
     above, Edge shall also have the right to deduct amounts from
     the Withheld Merger Consideration for any Edge Damages,
     pursuant to the indemnification procedures set forth in
     Section 5.02, which are a result of third-party claims
     against VTI and/or Edge.

          (c)  Edge shall release any remaining amounts of
     Withheld Merger Consideration to the VTI Shareholders upon
     the later to occur of either:

               (i)  twelve months and one day from the Effective
                    Date or

               (ii) the date there are no current, pending or
                    threatened Claims for indemnification under
                    Section 5.02,

          (d)  The deductions against the Withheld Merger
     Consideration set forth in this Section 1.03 shall not be
     deemed to be Edge's exclusive remedy for any breach by VTI
     or any VTI Shareholder of any term, condition, provision, or
     obligation hereunder.

          (g)  As used herein, "Working Capital" shall equal
     VTI's current assets less its current liabilities as of any
     date specified, calculated in accordance with GAAP. For
     purposes of this Agreement, the current portion of capital
     lease obligations shall not be included in calculating
     "Working Capital," "indebtedness" or as part of the "Debt
     Repayment Consideration."

     1.04 EFFECTS OF THE MERGER.  At the Effective Time:

          (a)  The separate existence of Acquisition Corp will
     cease and Acquisition Corp will be merged with and into VTI
     and VTI will be the surviving corporation pursuant to the
     terms of the Plan of Merger;

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          (b)  The Articles of Incorporation and Bylaws of
     Acquisition Corp will become the Articles of Incorporation
     and Bylaws of the Surviving Corporation;

          (c)  Each share of Acquisition Corp Common Stock
     outstanding immediately prior to the Effective Time will
     continue to be an identical outstanding share of the
     Surviving Corporation;

          (d)  The composition of the Board of Directors of VTI
     shall be as set forth in Annex 1 to Exhibit A;

          (e)  The officers of VTI shall be the persons set forth
     in Annex 1 to Exhibit A; and

          (f)  The Merger will, at and after the Effective Time,
     have all of the effects provided by applicable law.

     1.05 FURTHER ASSURANCES.  VTI agrees that if, at any time
after the Effective Time, Edge considers or is advised that any
further deeds, assignments or assurances are reasonably necessary
or desirable to vest, perfect or confirm in the Surviving
Corporation title to any property or rights of VTI, Edge and any
of its officers are hereby authorized by VTI to execute and
deliver all such proper deeds, assignments and assurances and do
all other things reasonably necessary or desirable to vest,
perfect or confirm title to such property or rights in the
Surviving Corporation and otherwise to carry out the purposes of
this Agreement, in the name of VTI or otherwise.

                           ARTICLE II
    REPRESENTATIONS AND WARRANTIES OF THE TARGET SHAREHOLDERS

     Each of the VTI Shareholders hereby jointly and severally
represents and warrants that:

     2.01 ORGANIZATION AND GOOD STANDING.  VTI is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Texas and has the corporate power and
authority to own, operate and lease its properties and to carry
on its business as now conducted.  VTI is duly qualified to do
business as a foreign corporation and is in good standing in each
jurisdiction listed in Schedule 2.01, which is each jurisdiction
in which the ownership of its properties, the employment of its
personnel or the conduct of its business requires it to be so
qualified, except where the failure to so qualify would not have
a material adverse effect on VTI, its assets, properties or
financial condition.

     2.02 POWER, AUTHORIZATION AND VALIDITY.

          (a)  VTI has the corporate right, power, legal capacity
     and authority to enter into and perform its obligations
     under this Agreement and all agreements to which VTI is or
     will be a party as contemplated by this Agreement (the "VTI
     Ancillary Agreements").  The execution, delivery and
     performance of this Agreement and the VTI Ancillary

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     Agreements have been duly and validly approved by the VTI
     Board of Directors and the VTI Shareholders, as required by
     applicable law.

          (b)  No filing, authorization or approval, governmental
     or otherwise, is necessary to enable VTI to enter into, and
     to perform its obligations under, this Agreement and the VTI
     Ancillary Agreements, except for:

               (i)  The filing of the Plan of Merger with the
                    Secretary of State of the State of Texas
                    (which filing has been authorized by all
                    necessary corporate approvals), and

               (ii) The Required Consents, as defined in Section
                    2.05 below (which Required Consents have been
                    obtained).

          (c)  This Agreement and the VTI Ancillary Agreements
     are, or when executed and delivered by VTI will be, valid
     and binding obligations of VTI, enforceable against VTI in
     accordance with their respective terms, except as to the
     effect, if any, of:

               (i)  Applicable bankruptcy and other similar laws
                    affecting the rights of creditors generally;

               (ii) Rules of law governing specific performance,
                    injunctive relief and other equitable
                    remedies; and

               (iii)Any rights to indemnification being limited
                    under applicable securities laws;

     provided, however, that the VTI Ancillary Agreements will
     not be effective until the earlier of the date set forth
     therein or the Effective Time.

     2.03 CAPITALIZATION.

          (a)  Authorized/Outstanding Capital Stock.  The
     authorized capital stock of VTI consists of 1,000,000 shares
     of VTI Common Stock, no par value per share, of which 93,000
     shares are issued and outstanding as of the Closing Date,
     and all of which issued and outstanding shares are held of
     record and owned by the VTI Shareholders.  VTI has no
     authorized or issued shares of Preferred Stock.  All issued
     and outstanding shares of VTI Common Stock have been duly
     authorized and validly issued, are fully paid and
     nonassessable, are not subject to any right of rescission
     and have been offered, issued, sold and delivered by VTI in
     compliance with all registration or qualification
     requirements (or applicable exemptions therefrom) of
     applicable federal and state securities laws.

          (b)  Options/Rights. There are no stock appreciation
     rights, options, warrants, conversion privileges or other
     rights or agreements outstanding to purchase or otherwise
     acquire any of VTI's authorized but unissued capital stock,
     there are no options, warrants,

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     conversion privileges or other rights or agreements to which
     VTI or any VTI Shareholder is a party involving the purchase
     or other acquisition of any share of VTI capital stock, and
     there is no liability for dividends accrued but unpaid; and
     there are no voting agreements, rights of first refusal or
     other restrictions (other than normal restrictions on
     transfer under applicable federal and State of Texas
     securities laws) applicable to any of VTI's outstanding
     securities.  By executing this Agreement, each of the VTI
     Shareholders specifically waives and terminates any and all
     previously existing or currently existing pre-emptive rights
     granted to the by VTI's Articles of Incorporation.

     2.04 SUBSIDIARIES.  Except as disclosed on Schedule 2.04,
VTI does not have any subsidiaries or any equity interests,
direct or indirect, in any corporation, partnership, joint
venture or other business entity.

     2.05 NO VIOLATION OF EXISTING AGREEMENTS.

          (a)  Neither the execution and delivery of this
     Agreement or any VTI Ancillary Agreement, nor the
     consummation of the transactions provided for herein or
     therein, will conflict with, or (with or without notice or
     lapse of time, or both) result in a termination, breach,
     impairment or violation of:

               (i)  Any provision of the Articles of
                    Incorporation or Bylaws of VTI, as currently
                    in effect;

               (ii) Any material instrument or contract to which
                    VTI is a party or by which VTI is bound; or

               (iii)Any federal, state, local or foreign
                    judgment, writ, decree, order, statute, rule
                    or regulation applicable to and that would
                    have a material adverse effect on VTI or its
                    assets or properties.

          (b)  The consummation of the Merger by VTI will not
     require the consent of any third party and will not have a
     material adverse effect upon any such rights, licenses,
     franchises, leases or agreements pursuant to the terms of
     those agreements, other than as set forth in Schedule 2.05
     (the "Required Consents"), and VTI has received all such
     Required Consents, copies of which have been delivered to
     Edge prior to the Closing Date.

     2.06 LITIGATION; LEGAL IMPEDIMENTS.  Except as set forth in
Schedule 2.06:

          (a)  There is no action, proceeding or investigation
     pending or, to the knowledge of VTI or the VTI Shareholders,
     threatened against VTI before any court or administrative
     agency.

          (b)  No person, firm, corporation or entity has a claim
     against VTI (or a successor in interest to VTI) based upon:



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               (i)  Ownership or rights to ownership of any
                    shares of VTI Common Stock;

               (ii) Any rights as a VTI securities holder,
                    including, without limitation, any option or
                    other right to acquire any VTI securities,
                    any preemptive rights or any rights to notice
                    or to vote, or

               (iii)Any rights under any agreement between VTI
                    and any VTI securities holder or former VTI
                    securities holder in such holder's capacity
                    as such; and

          (c)  There is no order, decree or ruling by any court
     or governmental agency or threat thereof, or any other fact
     or circumstance that would prohibit or render illegal the
     transactions provided for in this Agreement.

          (d)  There is no litigation or proceeding pending or
     threatened that would have the probable effect of enjoining
     or preventing the consummation of any of the transactions
     provided for in this Agreement.

     2.07 VTI INTERIM FINANCIAL STATEMENTS.  VTI has delivered to
Edge the financial statements as set forth in Schedule 2.07 (the
"VTI Interim Financial Statements").  The VTI Interim Financial
Statements have been prepared on an accrual basis and, in all
material respects, are in accordance with GAAP, and fairly and
accurately represent the financial condition of VTI and the
results of operations for the period beginning after the audited
balance sheet of VTI (the "Balance Sheet Date") and ending May
22, 2002.  Except as set forth in Schedule 2.07, VTI has no
material debt, liability or obligation of any nature, whether
accrued, absolute, contingent or otherwise, and whether due or to
become due, that is not reflected or disclosed in VTI Interim
Financial Statements.  The VTI Interim Financial Statements
reflect all material transactions of the business of VTI during
the periods covered thereby consistent with the basis of
accounting historically used by VTI, and all documentation that
is necessary to support such transactions has been made, and
after the Closing will be, available to Edge.

     2.08 TAX MATTERS.  Except as disclosed in Schedule 2.08:

          (a)  Returns and Reports.

               (i)  All Tax Returns required to be filed with any
                    Taxing Authority in any jurisdiction by or
                    for VTI on or before the Closing Date have
                    been duly and timely filed, or extensions of
                    time within which to file such Tax Returns
                    have been obtained; and

               (ii) All such Tax Returns are true, correct and
                    complete in all material respects.

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          (b)  Payment.

               (i)  VTI has timely paid or has made adequate
                    provision for the payment of all Taxes for
                    which VTI is or may become liable for
                    payment, insofar as such Taxes are, were or
                    will be due and payable on or prior to the
                    Closing Date;

               (ii) All Tax deficiencies assessed against VTI as
                    a result of any examination of Tax Returns of
                    VTI have been paid or are being contested in
                    good faith (collectively, all payment
                    obligations under Section 2.08(b)(i) and (ii)
                    shall be referred to as the "VTI Pre-Closing
                    Date Tax Obligations"); and

               (iii)VTI is not the subject of, nor has it been
                    notified that it is the subject of, any
                    investigation, assessment, adjustment, audit
                    or other proceeding proposing any deficiency
                    in respect of any Tax, and to the knowledge
                    of VTI and the VTI Shareholders, no
                    investigation, assessment, adjustment, or
                    audit has been threatened.

          (c)  Taxes. VTI has made adequate provisions on the VTI
     Interim Financial Statements for all Taxes payable by VTI
     for any period for which no Tax Return has yet been filed or
     for which Tax Returns have been filed but payment of the Tax
     shown to be due thereon is not yet due.  Furthermore,
     adequate reserves have been maintained to pay such Taxes as
     they are due.

          (d)  Extensions.  No agreements, waivers, or other
     arrangements exist providing for an extension of time or
     statutory periods of limitation with respect to payment by,
     or assessment against, VTI of any Tax and no request for any
     such arrangements, waivers, or other agreements have been
     made; furthermore, no unrevoked power of attorney with
     respect to any Tax has been executed or filed with the
     Internal Revenue Service or any other Taxing Authority.

          (e)  Proceedings.  No suit, actions, claims, or
     proceedings have been asserted as of the date hereof against
     VTI in respect of any Tax.

          (f)  Section 341(f) Election.  No election under
     Section 341(f) of the Internal Revenue Code of 1986, as
     amended (the "Code"), has been or will be filed by or on
     behalf of VTI.

          (g)  Tax Liens.  There are no Tax liens as of the date
     hereof upon any of the assets or properties of VTI except
     for statutory liens for Taxes not yet due or delinquent.

          (h)  Withholding.  The amounts of Taxes withheld by or
     on behalf of VTI with respect to all amounts paid to
     employees of VTI or creditors or other parties for all
     periods ending on or before the Closing Date have been
     proper and accurate in all material respects, and all
     deposits required with respect to amounts paid to such
     employees, creditors or other parties have been made in
     compliance in all material respects with the provisions of
     all applicable Tax laws.

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          (i)  Tax Sharing Agreements. VTI is not party to, nor
     has any obligations under, any tax sharing or similar
     agreement or arrangement other than agreements among VTI and
     its subsidiaries, all of which have been disclosed to Edge
     prior to the Closing Date.

          (j)  Records. VTI has made available for inspection by
     Edge:

               (i)  Complete and correct copies of all Tax
                    Returns of VTI that have been required to be
                    filed for taxable periods ending with or
                    within the last five calendar years and for
                    such longer period as Edge has requested in
                    writing not to exceed the period of the
                    relevant statute of limitations;

               (ii) Complete and correct copies of all ruling
                    requests, private letter rulings, revenue
                    agent reports, information document requests
                    and responses thereto, notices of proposed
                    deficiencies, deficiency notices,
                    applications for changes in method of
                    accounting, protests, petitions, closing
                    agreements, settlement agreements and any
                    similar documents submitted by, received by
                    or agreed to by, or on behalf of, VTI and
                    relating to taxable periods ending with or
                    within the last five calendar years and for
                    such longer period as Edge has requested in
                    writing, not to exceed the period of the
                    relevant statute of limitations; and

               (iii)Copies of all record retention agreements
                    currently in effect between VTI and any
                    Taxing Authority.

          (k)  Accounting Methods.

               (i)  VTI has not agreed to make any adjustment by
                    reason of a change in its accounting method
                    that would affect the taxable income or
                    deductions of VTI for any period following
                    the Closing Date;

               (ii) VTI will not be required to include in a
                    taxable period on or after the Closing Date
                    taxable income attributable to income that
                    economically accrued in a taxable period
                    ending on or before the Closing Date; and

               (iii)VTI is not required to include income in any
                    amount under Section 481 of the Code (or any
                    comparable provisions of state, local or
                    foreign law), by reason of a change in
                    accounting methods or otherwise, as a result
                    of actions taken prior to the Closing Date.

               (iv) VTI is and was entitled under the Code to
                    report its taxable income on the cash method
                    of reporting for all taxable years for which
                    the statute of limitations has not expired.

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          (l)  Transfer Pricing Agreements.  There are no
     transfer pricing agreements made by VTI with any Taxing
     Authority.

          (m)  Excess Parachute Payments. VTI is not a party to
     any agreement, contract, arrangement or plan that would
     result, separately or in the aggregate, in the payment of
     any "excess parachute payments" within the meaning of
     Section 280G of the Code.

          (n)  Controlled Foreign Corporation. VTI does not own
     any interest in any "controlled foreign corporation" (within
     the meaning of Section 957 of the Code), "passive foreign
     investment company" (within the meaning of Section 1297 of
     the Code) or other entity the income of which is required to
     be included in the income of VTI whether or not distributed.

          (o)  For the purposes of this Agreement the following
     terms shall have the meanings set forth below:

     "Tax" or "Taxes" means all taxes, charges, fees, levies or
     other assessments, including, without limitation, any net
     income tax or franchise tax based on net income, any
     alternative or add-on minimum taxes, any gross income, gross
     receipts, premium, sales, use, ad valorem, value added,
     transfer, profits, license, social security, Medicare,
     payroll, employment, excise, severance, stamp, occupation,
     property, environmental or windfall profit tax, custom duty
     or other tax, governmental fee or other like assessment,
     together with any interest, penalty, addition to tax or
     additional amount imposed by any Taxing Authority.

     "Tax Return" or "Tax Returns" shall mean all returns,
     declarations of estimated tax payments, reports, forms,
     estimates, information returns, statements and other
     documentation, including any related or supporting
     information filed with respect to any of the foregoing,
     maintained, filed or to be filed with any Taxing Authority
     in connection with the determination, assessment, collection
     or administration of any Taxes.

     "Taxing Authority" shall mean any domestic, foreign,
     federal, national, state, provincial, county or municipal or
     other local government, any subdivision, agency, commission
     or authority thereof, or any quasi-governmental body
     exercising any Taxing Authority or any other authority
     exercising Tax regulatory authority.

     2.09 TITLE TO PROPERTIES.  VTI has good and valid title to
all of its assets as shown on the balance sheet as of the Balance
Sheet Date included in the VTI Interim Financial Statements, free
and clear of all liens, charges or encumbrances (other than for
Taxes not yet due and payable and Permitted Liens (as defined
below)), other than such material assets set forth on Schedule
2.09 as were sold by VTI in the ordinary course of business since
the Balance Sheet Date or which are subject to capitalized
leases.  "Permitted Liens" means any lien, mortgage, encumbrance
or restriction that is reflected in the VTI Interim Financial
Statements and is not in excess of $10,000 and which does not
materially detract from the value or materially interfere with
the use, as currently used, of the properties subject thereto or
affected thereby or otherwise

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materially impair the business operations being conducted
thereon.  Except as show on Schedule 2.09, there are no UCC
financing statements of record naming VTI as debtor.  The
machinery and equipment included in such assets are in good
condition and repair, normal wear and tear excepted, and all
leases of real or personal property to which VTI is a party are
fully effective and afford VTI peaceful and undisturbed
possession of the subject matter of the lease.  VTI is not in
violation of any material zoning, building, safety or
environmental ordinance, regulation or requirement or other law
or regulation applicable to the operation of owned or leased or
occupied properties, and VTI has not received any notice of such
violation with which it has not complied or had waived.

     2.10 ABSENCE OF CERTAIN CHANGES. Since the Balance Sheet
Date, except as set forth in Schedule 2.10, there has not been
with respect to VTI:

          (a)  Any change in the financial condition, properties,
     assets, liabilities business, results of operations or
     prospects of VTI, which change by itself or in conjunction
     with all other such changes, whether or not arising in the
     ordinary course of business, has had or can reasonably be
     expected to have a material adverse effect on VTI;

          (b)  Any contingent liability incurred by VTI as
     guarantor or surety with respect to the obligations of
     others;

          (c)  Any material mortgage, encumbrance or lien placed
     on any of the properties of VTI;

          (d)  Any material obligation or liability incurred by
     VTI other than in the ordinary course of business;

          (e)  Any purchase or sale or other disposition, or any
     agreement or other arrangement for the purchase, sale or
     other disposition, of any of the properties or assets of VTI
     other than in the ordinary course of business;

          (f)  Any damage, destruction or loss, whether or not
     covered by insurance, materially and adversely affecting the
     properties, assets or business of VTI;

          (g)  Any declaration, setting aside or payment of any
     dividend on, or the making of any other distribution in
     respect of, the capital stock of VTI, any split, stock
     dividend, combination or recapitalization of the capital
     stock of VTI or any direct or indirect redemption, purchase
     or other acquisition by VTI of the capital stock of VTI;

          (h)  Any material labor dispute or claim of material
     unfair labor practices, any change in the compensation
     payable or to become payable to any of VTI's officers,
     employees or agents earning compensation at an anticipated
     annual rate in excess of  $1,000. or any bonus payment or
     arrangement made to or with any of such officers, employees
     or agents; or any change in the compensation payable or to
     become payable to any of VTI's other officers, employees or
     agents other than normal annual compensation increases in
     accordance with past practices or any bonus payment or
     arrangement made to

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     or with any of such other officers, employees or agents
     other than normal bonuses or other arrangements made in
     accordance with past practices;

          (i)  Any material change with respect to the
     management, supervisory, development or other key personnel
     of VTI (the management, supervisory, development and other
     key personnel of VTI being listed on Schedule 2.10(i));

          (j)  Any payment or discharge of a material lien or
     liability thereof, which lien or liability was not either

               (i)  Shown on the balance sheet as of the Balance
                    Sheet Date included in the VTI Interim
                    Financial Statements or

               (ii) Incurred in the ordinary course of business
                    after the Balance Sheet Date; or

          (k)  Any obligation, or material liability incurred by
     VTI to any of its officers, directors or shareholders, or
     any loans or advances made to any of its officers,
     directors, shareholders or affiliate except normal
     compensation and expense allowances payable to officers.

     2.11 AGREEMENTS AND COMMITMENTS.  Except as set forth in
Schedule 2.11, or as listed in Schedule 2.12(b) or Schedule
2.15(a), Schedule 2.15(b), Schedule 2.15(c), Schedule 2.15 (e),
Schedule 2.15(f), or Schedule 2.15 (g) as required by
Section 2.12, Section 2.15 (c) or Section 2.15 (f), respectively,
VTI is not a party or subject to any oral or written agreement,
obligation or commitment that is material to VTI, its financial
condition, business or prospects or which is described below:

          (a)  Any contract, commitment, letter agreement,
     quotation or purchase order providing for payments by or to
     VTI in an aggregate amount of

               (i)  $10,000 or more in the ordinary course of
                    business; or

               (ii) $10,000 or more not in the ordinary course of
                    business;

          (b)  Any license agreement as licensor (except for any
     nonexclusive software license granted by VTI to end-user
     customers where the form of the license, excluding standard
     immaterial deviations, has been provided to Edge);

          (c)  Any agreement by VTI to encumber, transfer or sell
     rights in or with respect to any VTI Intellectual Property
     (as defined in Section 2.12);

          (d)  Any agreement for the sale or lease of real or
     personal property involving more than $10,000 per year;

                              -12-

<PAGE>

          (e)   Any  dealer,  distributor, sales  representative,
     original  equipment manufacturer, value added remarketer  or
     other agreement for the distribution of VTI's products;

          (f)  Any franchise agreement or financing statement;

          (g)  Any stock redemption or purchase agreement;

          (h)  Any joint venture contract or arrangement or any
     other agreement that involves a sharing of profits with
     other persons;

          (i)  Any instrument evidencing indebtedness for
     borrowed money by way of direct loan, sale of debt
     securities, purchase money obligations, conditional sale,
     guarantee or otherwise, except for trade indebtedness or any
     advance to any employee of VTI incurred or made in the
     ordinary course of business, and except as disclosed in the
     VTI Interim Financial Statements; or

          (j)  Any contract containing covenants purporting to
     limit the freedom of VTI to compete in any line of business
     in any geographic area.

          All agreements, obligations and commitments listed in
     Schedule 2.11, Schedule 2.12, Schedule 2.15 (c), or
     Schedule 2.15 (f) as required by Section 2.11, Section 2.12,
     Section 2.15 (c) or Section 2.15 (f), as the case may be,
     are valid and in full force and effect in all material
     respects, and except as expressly noted in writing, a true
     and complete copy of each has been delivered or been made
     available to Edge or its counsel.  Except as noted on
     Schedule 2.11 neither VTI nor, to the knowledge of VTI or
     the VTI Shareholders, any other party is in breach of or
     default under any material terms of any such agreement,
     obligation or commitment.  VTI is not a party to any
     contract or arrangement that it reasonably expects will have
     a material adverse effect on its business or prospects.

     2.12 INTELLECTUAL PROPERTY.

          (a)  VTI owns all right, title and interest in, or has
     the right to use, all domestic and foreign patent
     applications, patents, patent licenses, trademark
     applications, trademarks, service marks, trade names,
     copyrights applications, copyrights, trade secrets,
     know-how, technology, material software licenses and other
     intellectual property and proprietary rights used in or
     reasonably necessary to the conduct of its business as
     presently conducted and the business of the development,
     production, marketing, licensing and sale of commercial
     products using such intellectual property and proprietary
     rights ("VTI Intellectual Property").

          (b)  VTI has taken reasonable measures to protect all
     VTI Intellectual Property, and, except as set forth on
     Schedule 2.12(b), neither VTI nor any VTI Shareholder has
     any knowledge of any infringement of any VTI Intellectual
     Property by any third party.  As to the third party products
     listed on Schedule 2.12(b) (the "VTI Third Party Products"),
     VTI has obtained appropriate licensing rights to the same
     and the use by VTI of VTI Third Party Products does not
     infringe the rights of VTI's licensors.

                              -13-

<PAGE>

          (c)  Set forth on Schedule 2.12(c) delivered to Edge
     herewith is a true and complete list of all copyright and
     trademark registrations (and any applications therefor) and
     all patents (and any applications therefor) for VTI
     Intellectual Property owned by VTI.  Neither VTI nor any VTI
     Shareholder has any knowledge of any material loss,
     cancellation, termination of expiration of any such
     registration or patent except as set forth on Schedule
     2.12(c).

          (d)  To the knowledge of VTI or the VTI Shareholders,
     the business of VTI as conducted as of the date hereof,
     including (without limitation) the business of development,
     production, marketing, licensing and sale of commercial
     products using VTI Intellectual Property and proprietary
     rights, does not infringe or violate any of the patents,
     trademarks, service marks, tradenames, copyrights, trade
     secrets, proprietary rights or other intellectual property
     of any other person, and VTI has not received any written or
     oral claim or notice of infringement or potential
     infringement of the intellectual property of any other
     person or entity.

          (e)  With respect to VTI Third Party Products, VTI has
     obtained appropriate licensing rights to such VTI Third
     Party Products and the use by VTI of VTI Third Party
     Products does not infringe the rights of VTI's licensors.
     VTI has the right to manufacture all of its products and the
     right to use all of its registered user lists, and to the
     knowledge of VTI or the VTI Shareholders, is not using any
     confidential information or trade secrets of any former
     employer of any past or present employees.

     2.13 COMPLIANCE WITH LAWS. Except as set forth in Schedule
2.13, to the knowledge of VTI and the VTI Shareholders, VTI has
complied and is and will be at the Closing Date in full
compliance with all material laws, ordinances, regulations and
rules, and all orders, writs, injunctions, awards, judgments and
decrees (collectively, "Laws"), applicable to VTI or to the
assets, properties and business of VTI, including, without
limitation:

          (a)  All applicable federal and state securities laws
     and regulations,

          (b)         All applicable federal state and local Laws,
            pertaining to:

               (i)  The sale, licensing, leasing, ownership or
                    management of VTI's owned, leased, occupied
                    or licensed real or personal property,
                    products or technical data;

               (ii) Employment or employment practices, terms and
                    conditions of employment or wages and hours,
                    or

               (iii)Safety, health, fire prevention,
                    environmental protection (including toxic
                    waste disposal and related matters described
                    in Section 2.21), building standards, zoning
                    or other similar matters;

                              -14-

<PAGE>

               (iv) The Export Administration Act and regulations
                    promulgated thereunder or other laws,
                    regulations, rules, orders, writs,
                    injunctions, judgments or decrees applicable
                    to the export or re-export of controlled
                    commodities or technical data; or

               (v)  The Immigration Reform and Control Act;
                    provided, however, that this Section 2.13
                    shall not apply to any Law to the extent VTI
                    and the VTI Shareholders have provided a
                    representation and warranty elsewhere in this
                    Agreement as to full past and present
                    compliance by VTI with such Law; and

          (c)  VTI has received all material permits and
     approvals from and has made all material filings with third
     parties, including government agencies and authorities, that
     are necessary to the conduct of its business as presently
     conducted.

     2.14 CERTAIN TRANSACTIONS AND AGREEMENTS.  No person who is
an officer or director of VTI, or a member of any officer's or
director's immediate family, has any direct or indirect ownership
interest in any firm or corporation that competes with VTI or
Edge (except with respect to any interest in less than 1% of the
outstanding voting shares of any corporation the stock of which
is publicly traded).  Except as set forth in Schedule 2.14, no
person who is an officer or director of VTI, or any member of any
officer's or director's immediate family, is directly or
indirectly interested in any material contract or informal
arrangement with VTI, except for compensation for services as an
officer, director or employee of VTI and except for the normal
rights of a shareholder.  Except at set forth in Schedule 2.14,
none of such officers or directors or family members has any
interest in any property, real or personal, tangible or
intangible, including, without limitation, inventions, patents,
copyrights, trademarks, trade names or trade secrets, used in the
business of VTI, except for the normal rights of a shareholder.

     2.15 EMPLOYEES.

          (a)  Except as set forth in Schedule 2.15 (a), VTI has
     no employment contract or material consulting agreement
     currently in effect that is not terminable at will without
     penalty or payment of compensation by VTI.

          (b)  Except as set forth in Schedule 2.15 (b), VTI:

               (i)  Has never been and is not now subject to a
                    union organizing effort;

               (ii) Is not subject to any collective bargaining
                    agreement with respect to any of its
                    employees;

               (iii)Is not subject to any other contract, written
                    or oral, with any trade or labor union,
                    employees' association or similar
                    organization; and

                              -15-

<PAGE>

               (iv) To the knowledge of either VTI or the VTI
                    Shareholders, has no material current labor
                    dispute, and neither VTI nor any VTI
                    Shareholder has any knowledge of any facts
                    indicating that the consummation of the
                    transactions provided for herein will have a
                    material adverse effect on its labor
                    relations.

          (c)  Schedule 2.15 (c) delivered by VTI to Edge
     herewith contains a list of all pension, retirement,
     disability, medical, dental or other health plans, life
     insurance or other death benefit plans, profit sharing,
     deferred compensation agreements, stock, option, bonus or
     other incentive plans, vacation, sick, holiday or other paid
     leave plans, severance plans or other similar employee
     benefits plan maintained, contributed to, or required to be
     contributed to, by VTI or any ERISA Affiliate (as defined
     herein) for the benefit of any VTI employee, former employee
     or retired employee (the "Employee Plans"), including
     without limitation all "employee benefit plans" as defined
     in Section 3(3) of the Employee Retirement Income Security
     Act of 1974, as amended ("ERISA").  "ERISA Affiliate" as
     used in this Section 2.15 shall mean any other person or
     entity under common control with VTI within the meaning of
     Section 414(b), (c), (m) or (o) of the Code and the
     regulations thereunder.  VTI does not now, nor has it ever,
     maintained, participated in, or contributed to, any Employee
     Plan which is subject to Part 3 of Subtitle B of Title I of
     ERISA, Title IV of ERISA, Section 412 of the Code, or any
     multiemployer plan as defined in Section 3(37) of ERISA.
     VTI has delivered true and complete copies of all the
     Employee Plans, together with the most recent summary plan
     descriptions, if any, required under ERISA, and the three
     most recent annual reports (Forms 5500 and all schedules
     thereto), if any, required under ERISA, to Edge.  Each of
     the Employee Plans, and its operation and administration, is
     in compliance with all applicable, federal, state, local and
     other governmental laws and ordinances, orders, rules and
     regulations, including the requirements of ERISA and the
     Code.  Except as set forth in Schedule 2.15 (c), any such
     Employee Plans that are employee pension benefit plans (as
     defined in Section 3(2) of ERISA) which are intended to
     qualify under Section 401(a) of the Code have received
     favorable determination letters that such plans satisfy the
     qualification requirements of the Tax Reform Act of 1986.
     In addition, to VTI's knowledge, no "prohibited
     transaction," within the meaning of Section 406 of ERISA or
     Section 4975 of the Code, has occurred with respect to any
     Employee Plan.  The group health plans as defined in
     Section 4980B(g) of the Code that benefit employees of VTI
     are in material compliance with the continuation coverage
     requirements of Section 4980B of the Code.  There are no
     outstanding violations of Section 4980B of the Code with
     respect to any Employee Plan, covered employees or qualified
     beneficiaries.  No Employee Plan provides life insurance,
     medical or other medical benefits to any employee upon his
     or her retirement or termination of employment for any
     reason, except as may be required by statute.  Except as set
     forth in Schedule 2.15 (c) (which does not identify any
     individual by name, Social Security number or in any other
     manner), no employee of VTI and no person subject to any VTI
     health plan has made medical claims during the twelve months
     preceding the date hereof for $25,000 or in the aggregate,
     or, to the knowledge of VTI or the VTI Shareholders, has any
     catastrophic illness.

                              -16-

<PAGE>

          (d)  To the knowledge of VTI or the VTI Shareholders,
     no employee of VTI is in material violation of any term of
     any employment contract, patent disclosure agreement or
     noncompetition agreement or any other contract or agreement,
     or any restrictive covenant, relating to the right of any
     such employee to be employed by VTI or to use trade secrets
     or proprietary information of others.  To the knowledge of
     VTI or the VTI Shareholders, the employment of any employee
     of VTI does not of itself subject VTI to any liability to
     any third party.

          (e)  Except as set forth in Schedule 2.15 (e), VTI is
     not a party to any:

               (i)  Agreement with any executive officer or other
                    key employee of VTI

                  (A)  The benefits of which are contingent, or
                       the terms of which are materially
                       altered, upon the occurrence of a
                       transaction involving VTI in the nature
                       of any of the transactions contemplated
                       by this Agreement and the Plan of Merger,
                       or any other business combination
                       transaction;

                  (B)  Providing any term of employment or
                       compensation guarantee; or

                  (C)  Providing severance benefits or other
                       benefits after the termination of
                       employment of such employee regardless of
                       the reason for such termination of
                       employment; or

               (ii) Agreement or plan, including, without
                    limitation, any stock option plan, stock
                    appreciation rights plan or stock purchase
                    plan, any of the benefits of which will be
                    materially increased, or the vesting of
                    benefits of which will be materially
                    accelerated, by the occurrence of any of the
                    transactions contemplated by this Agreement
                    and the Plan of Merger or the value of any of
                    the benefits of which will be calculated on
                    the basis of any of the transactions
                    contemplated by this Agreement and the Plan
                    of Merger.

          (f)  A list of all employees, officers and development
     consultants of VTI and their current compensation and
     benefits or related agreements with employer as of the date
     of this Agreement is set forth on Schedule 2.15 (f)-1, and
     VTI and each of the VTI Shareholders represent and warrant
     that each of the employees who is listed on Schedule 2.15(f)-
     2  will continue their employment arrangements for at least
     six months and one day after the Effective Date, unless any
     such employee's employment is terminated by the Surviving
     Corporation with the prior written consent of Edge, such
     consent not to be unreasonably withheld.

          (g)  Except as set forth in Schedule 2.15 (g), all
     contributions due from VTI with respect to any of the
     Employee Plans have been made or accrued on VTI's Financial
     Statements, and no further contributions will be due or will
     have accrued thereunder as of the Closing Date.

                              -17-

<PAGE>

          (h)  Except as set forth on Schedule 2.15(h), as of the
     Closing Date, there are no outstanding payment obligations
     due to any employee of VTI, nor any claims outstanding by
     any employee, for accrued and unpaid wages, salaries,
     bonuses, pensions, severance pay or other benefits.

     2.16 CORPORATE DOCUMENTS.  VTI has made available to Edge
for examination all documents and information listed in Article
II or other exhibits called for by this Agreement that have been
requested by Edge's legal counsel or accountants, including,
without limitation, the following:

          (a)  Copies of VTI's Articles of Incorporation and
     Bylaws as currently in effect;

          (b)  VTI's minute book containing all records of all
     proceedings, consents, actions and meetings of VTI's
     directors and shareholders;

          (c)  VTI's stock ledger, journal and other records
     reflecting all stock issuances and transfers; and

          (d)  All permits, orders and consents issued by any
     regulatory agency with respect to VTI, or any securities of
     VTI, and all applications for such permits, orders and
     consents.

     2.17 NO BROKERS.  VTI is not obligated for the payment of
fees or expenses of any investment banker, broker or finder in
connection with the origin, negotiation or execution of this
Agreement or the Plan of Merger or in connection with any
transaction provided for herein or therein.

     2.18 DISCLOSURE.  The representations and warranties
contained in this Agreement and the schedules thereto delivered
to Edge by VTI or the VTI Shareholders or both under this
Agreement, taken together, do not contain any untrue statement of
a material fact or omit to state a material fact necessary in
order to make the statements contained herein and therein, in
light of the circumstances under which such statements were made,
not misleading.

     2.19 BOOKS AND RECORDS.  The books, records and accounts of
VTI:

          (a)  Are in all material respects true and complete;

          (b)  Have been maintained in accordance with reasonable
     business practices on a basis consistent with prior years;

          (c)  Are stated in reasonable detail and accurately and
     fairly reflect the transactions and disposition of the
     assets of VTI in all material respects; and

          (d)   Accurately  and fairly reflect  in  all  material
     respects the basis for the VTI Interim Financial Statements.

                              -18-

<PAGE>

     2.20 INSURANCE.  VTI maintains fire and casualty, workers
compensation, general liability, "key man" and other insurance
policies as listed on Schedule 2.20.  Neither VTI nor any VTI
Shareholder has any knowledge that any such insurance policy will
not be renewed in the normal course.

     2.21 ENVIRONMENTAL MATTERS.

          (a)  During the period that VTI has leased or occupied
     the premises currently occupied by it and those premises
     occupied by it since the date of its incorporation, there
     have been no disposals, releases or threatened releases of
     Hazardous Materials (as defined below) from or any presence
     thereof on any such premises that would have a material
     adverse effect upon the business or financial statements of
     VTI.  There is no presence, disposals, releases or
     threatened releases of Hazardous Materials on or from any of
     such premises, which may have occurred prior to VTI having
     taken possession of any of such premises that would have a
     material adverse effect upon the business or financial
     statements of VTI.  For purposes of this Agreement, the
     terms "disposal," "release," and "threatened release" have
     the definitions assigned thereto by the Comprehensive
     Environmental Response, Compensation and Liability Act of
     1980, 42 U.S.C.  9601 et seq., as amended ("CERCLA").  For
     the purposes of this Section 2.21, "Hazardous Materials"
     mean any hazardous or toxic substance, material or waste
     which is or becomes prior to the Closing Date (as defined in
     Section 5.01) regulated under, or defined as a "hazardous
     substance," "pollutant," "contaminant," "toxic chemical,"
     "hazardous material," "toxic substance" or "hazardous
     chemical" under any of the following:

               (i)  CERCLA;

               (ii) The Emergency Planning and Community Right-to-
                    Know Act, 42 U.S.C. Sections 11001 et seq.;

               (iii)The Hazardous Material Transportation Act, 49
                    U.S.C. Sections 1801, et seq.;

               (iv) The Toxic Substances Control Act, 15 U.S.C.
                    Secions 2601 et seq.;

               (v)  The Occupational Safety and Health Act of
                    1970, 29 U.S.C. Sections 651 et seq.;

               (vi) Regulations promulgated under any of the
                    above statutes; or

               (vii)Any applicable state or local statute,
                    ordinance, rule or regulation that has a
                    scope or purpose similar to those identified
                    above.

          (b)  To the knowledge of VTI and the VTI Shareholders,
     none of the premises currently leased or occupied by VTI or
     any premises previously occupied by VTI is in material
     violation of any federal, state or local law, ordinance,
     regulation or order relating to industrial hygiene or to the
     environmental conditions in such premises.

                              -19-

<PAGE>

          (c)  During the time that VTI has leased or occupied
     the premises currently occupied by it or any premises
     previously occupied by VTI, neither VTI nor, to the
     knowledge of VTI or the VTI Shareholders, any third party,
     has used, generated, manufactured or stored in such premises
     or transported to or from such premises any Hazardous
     Materials that would have a material adverse effect upon the
     business or financial statements of VTI.

          (d)  During the time that VTI has leased or occupied
     the premises currently occupied by it or any premises
     previously occupied by VTI, there has been no litigation,
     proceeding or administrative action brought or threatened in
     writing against VTI by, or any settlement reached by VTI
     with, any party or parties alleging the presence, disposal,
     release or threatened release of any Hazardous Materials on,
     from or under any of such premises.

          (e)  During the period that VTI has leased or occupied
     the premises currently occupied by it or any premises
     previously occupied by VTI, no Hazardous Materials have been
     transported from such premises to any site or facility now
     listed or proposed for listing on the National Priorities
     List, at 40 C.F.R. Part 300, or any list with a similar
     scope or purpose published by any state authority.

     2.22 GOVERNMENT CONTRACTS.  Except as set forth on Schedule
2.22, VTI has no business contracts with any independent or
executive agency, division, subdivision, audit group or procuring
office of the federal government or of a state government,
including any prime contractor of the federal government and any
higher level subcontractor of a prime contractor of the federal
government, and including any employees or agents thereof, in
each case acting in such capacity.

     2.23 PRODUCT LIABILITY AND WARRANTY PROCEEDINGS. No product
liability, warranty or similar actions, suits or proceedings have
been asserted against VTI since the Balance Sheet Date other than
as set forth in the VTI Interim Financial Statements.

     2.24 WARN COMPLIANCE. Since the Balance Sheet Date, VTI has
not incurred any liability or obligation under the Worker
Adjustment and Retraining Notification Act (WARN) or similar
state laws.  VTI has not (a) closed any facilities or
discontinued any operating unit with 50 or more workers; (b) laid
off or  terminated 33% or more of the total workforce at any
singe site of employment, or (c) laid off or terminated 500 or
more workers at a singe site or employment during the ninety (90)
day period preceding the Closing Date. It shall be the obligation
of VTI and the VTI Shareholders to provide any notice required by
said Act by reason of the provisions, execution or operation of
this Agreement.  Further, VTI is fully and solely responsible for
any WARN Act liability or notice requirements relating to any
events occurring prior to and through the Closing Date.

     2.25 ADA COMPLIANCE.  Except as set forth in Schedule 2.25,
VTI has complied and is in material compliance with the
provisions of the Americans with Disabilities Act (the "ADA").

                              -20-

<PAGE>

     2.26 YEAR 2000 COMPLIANCE. Except as set forth in Schedule
2.26, no customer contract, license agreement or other document
by which VTI writes, creates or otherwise generates software code
or other intellectual property contains language by which VTI is
obligated to ensure that its product is Year 2000 Compliant.

     2.27 ACCOUNTS RECEIVABLE.  Except as set forth in Schedule
2.27, the accounts receivable set forth in the VTI Interim
Financial Statements and those accounts receivable accruing
through the Closing Date (the "Collectible A/R") represent valid
and bona fide sales to third parties incurred in the ordinary
course of business, subject to no defenses, set-offs or
counterclaims other than those resulting from applicable
insolvency laws.  Each of the VTI Shareholders warrant the
Surviving Corporation's collection within ninety (90) days of the
Closing Date of the Collectible A/R; provided, however, that any
portion of the Collectible A/R that is not collected within such
90 day period (the "Collectible A/R Deficiency") shall be
assigned to the VTI Shareholders after the end of such 90 day
period and after the Collectible A/R Deficiency has either been
deducted from the Withheld Merger Consideration or been paid to
Edge pursuant to the indemnification provisions of Section 6.02.

     2.28 INTERESTS IN CUSTOMERS, SUPPLIERS, ETC.  Except as
disclosed on Schedule 2.28, no shareholder, officer, director or
affiliate of VTI possesses, directly or indirectly, any financial
interest in, or is a director, officer, employee or affiliate of,
any corporation, firm, association or business organization that
is a client, supplier, customer, lessor, lessee or competitor of
VTI.  Ownership of securities of a corporation whose securities
are registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), not in excess of one percent (1%)
of any class of such securities shall not be deemed to be a
financial interest for purposes of this Section 2.28.

     2.29 BUSINESS RELATIONS.  Schedule 2.29 contains an accurate
list of all significant customers of VTI (i.e., those customers
representing 5% or more of VTI's revenues for the 24 month period
ended December 31, 2001.  Except as set forth in Schedule 2.29,
to the knowledge of VTI or the VTI Shareholders, no customer or
supplier of VTI will cease to do business with VTI after the
consummation of the transactions contemplated hereby, which
cessation would have a material adverse effect on the business,
operations or financial condition of VTI.  Except as set forth in
Schedule 2.29, since December 31, 2000, VTI has not experienced
any difficulties in obtaining any inventory items necessary to
the operation of its business, and no such shortage of supply of
inventory items is pending or threatened.  VTI is not required to
provide any bonding or other financial security arrangements in
any amount in connection with any transactions with any of its
customers or suppliers.

     2.30 BANK ACCOUNTS AND POWERS OF ATTORNEY.  Schedule 2.30
sets forth each bank, savings institution and other financial
institution with which VTI has an account or safe deposit box and
the names of all persons authorized to draw thereon or to have
access thereto.  Each person holding a power of attorney or
similar grant of authority on behalf of VTI is identified on
Schedule 2.30.  Except as disclosed on such Schedule, VTI has not
given any revocable or irrevocable powers of attorney to any
person, firm, corporation or organization relating to its
business for any purpose whatsoever.

                              -21-

<PAGE>

     2.31 Information Delivered.  Such VTI Shareholder (a) has
received from Edge copies of Edge's Reports (the "Reports") on
Form 10-KSB for the fiscal year ended December 31, 2001 and Form
10-QSB for the fiscal quarter ended March 31, 2002, (the Reports
collectively referred to herein as the "SEC Documents") and (b)
has had the opportunity to ask questions of and receive answers
from Edge concerning the terms and conditions of this Agreement
and to obtain from Edge any additional information that Edge
possesses or can acquire without unreasonable effort or expense
necessary to verify the accuracy of the information described in
the SEC Documents.

     2.32 INVESTMENT PURPOSES.  Such VTI Shareholder further
represents, warrants, acknowledges and agrees that (a) he is
acquiring the shares of Edge's Common Stock under this Agreement
for his own account, as principal and not on behalf of other
persons, and for investment and not with a view to the resale or
distribution of all or any part of such shares in accordance with
applicable securities laws, (b) he will not sell or otherwise
transfer such shares unless, in the opinion of counsel who is
reasonably satisfactory to Edge, the transfer can be made without
violating the registration provisions of the 1933 Act and the
rules and regulations thereunder, unless such sale or transfer is
under an effective registration statement, and (c) the
certificate representing such shares will also bear the following
legend (the "Restrictive Legend"):

               THE SHARES REPRESENTED BY THIS CERTIFICATE
          WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER
          THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"), OR ANY APPLICABLE STATE
          SECURITIES LAWS.  THE SHARES REPRESENTED HEREBY
          HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
          SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER
          IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT
          UNDER THE SECURITIES ACT AND APPLICABLE STATE
          SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO
          THE ISSUER, IS EXEMPT FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.

     2.33 STOCK OWNERSHIP.  Such VTI Shareholder has the full
legal right, power and authority to enter into this Agreement.
Such VTI Shareholder owns beneficially (subject only to any
community property interest of such shareholder's spouse) and of
record the shares of VTI Common Stock set forth opposite such VTI
Shareholder's name on Schedule 1.01(a)(ii) and such shares of VTI
Common Stock, together with the other shares of VTI Common Stock
set forth on Schedule 1.01(a)(ii), constitute all of the
outstanding shares of capital stock of VTI, and such shares of
VTI Common Stock owned by such VTI Shareholder shall be, as of
the Closing Date, owned free and clear of all liens other than
standard state and federal securities laws private offering
restrictions.

                              -22-

<PAGE>

     2.34 NO DISPOSAL OF SHARES.  Such VTI Shareholder represents
that there is no current plan or intention by such VTI
Shareholder to sell, exchange or otherwise dispose of any of the
shares of Edge Common Stock received by such VTI Shareholder in
the Merger as of the Effective Time of the Merger.  Shares of VTI
Common Stock and shares of Edge Common Stock held by the VTI
Shareholder and otherwise sold, redeemed, or disposed of prior to
or subsequent to the Closing Date will be considered in making
this representation.

                           ARTICLE III
  REPRESENTATIONS AND WARRANTIES OF EDGE TECHNOLOGY GROUP, INC.

          Edge hereby represents and warrants that, except as set
forth in the Schedules provided by Edge attached to this
Agreement:

     3.01 ORGANIZATION AND GOOD STANDING.  Edge is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Delaware and has the corporate power and
authority to own, operate and lease its properties and to carry
on its business as now conducted and as proposed to be conducted.
Edge is duly qualified to do business as a foreign corporation
and is in good standing in each jurisdiction in which the
ownership of its properties, the employment of its personnel or
the conduct of its business requires it to be so qualified,
except where the failure to so qualify would not have a material
adverse effect on Edge, its assets, properties or financial
condition.

     3.02 POWER, AUTHORIZATION AND VALIDITY.

          (a)  Edge has the corporate right, power, legal
     capacity and authority to enter into and perform its
     obligations under this Agreement and all agreements to which
     Edge is or will be a party as contemplated by this Agreement
     (the "Edge Ancillary Agreements").  The execution, delivery
     and performance of this Agreement and the Edge Ancillary
     Agreements have been duly and validly approved by the Edge
     Board of Directors as required by applicable law.

          (b)  No filing, authorization or approval, governmental
     or otherwise, is necessary to enable Edge to enter into, and
     to perform its obligations under, this Agreement and the
     Edge Ancillary Agreements, except for (i) the filing of the
     Plan of Merger with the Secretary of State of the State of
     Texas (which filing has been authorized by all necessary
     corporate action) and (ii) consents disclosed in Schedule
     4.02(b).

          (c)  This Agreement and the Edge Ancillary Agreements
     are, or when executed and delivered by Edge will be, valid
     and binding obligations of Edge, enforceable against Edge in
     accordance with their respective terms, except as to the
     effect, if any, of:

               (i)  Applicable bankruptcy and other similar laws
                    affecting the rights of creditors generally,

               (ii) Rules of law governing specific performance,
                    injunctive relief and other equitable
                    remedies; and

                              -23-

<PAGE>

               (iii)Any rights to indemnification being limited
                    under applicable securities laws;

     provided, however, that the Edge Ancillary Agreements will
     not be effective until the earlier of the date set forth
     therein or the Effective Time.

                           ARTICLE IV
                         CLOSING MATTERS

     4.01 THE CLOSING. The closing of this Agreement and the
transactions contemplated hereunder (the "Closing") shall take
place contemporaneously with the execution hereof and on the date
hereof (the "Closing Date") but for all purposes shall be deemed
to occur as of the close of business on the Closing Date.  Prior
to or concurrently with the Closing, the Plan of Merger and such
other documents as may be required to effectuate the Merger will
be filed in the office of the Secretary of State of the State of
Texas, and the Merger will become effective at the Effective
Time.

     4.02 EXCHANGE OF CERTIFICATES.  As of the Effective Time,
all shares of VTI Common Stock that are outstanding immediately
prior thereto will, by virtue of the Merger and without further
action, cease to exist, and each share of VTI Common Stock will
be converted into the right to receive from Edge that portion of
the Cash Merger Consideration, subject to the withholding
provisions of Section 1.03, that each such share bears to the
total of all shares of VTI Common Stock issued and outstanding as
of the Effective Time (the "Pro Rata Portion").

     4.03 ADDITIONAL EDGE DELIVERIES.  In addition to the
foregoing, Edge shall deliver a portion of the Debt Repayment
Consideration in the form of tendering payment in the amounts
indicated and to the parties indicated on Schedule 4.3.

     4.04 ADDITIONAL VTI DELIVERIES.  In addition to the
foregoing, the VTI shall make the following deliveries to Edge on
or before the Closing Date:

          (a)  VTI and the VTI Shareholders shall deliver
     evidence of the termination of any and all agreements among
     the VTI Shareholders and/or VTI, including, but not limited
     to that certain shareholders agreement dated November 20,
     2001 by and  among VTI and the VTI Shareholders.

          (b)  VTI shall obtain from each of the parties
     identified on Schedule 4.4(b) written releases in connection
     with the repayment of the amounts due and owing such party
     and paid by Edge as part of the Debt Repayment
     Consideration, including releases of all guarantees, and,
     stock pledges and any and all other security interests
     against the repayment of the debt identified on Schedule
     4.4(b).

          (c)  VTI shall deliver employment agreements, in the
     form provided by the Surviving Corporation, executed by each
     of the individuals set forth on Schedule 2.15(f)-2 securing
     their employment with the Surviving Corporation.

                              -24-

<PAGE>

                            ARTICLE V
        SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND
                 REMEDIES, CONTINUING COVENANTS

     5.01 SURVIVAL OF REPRESENTATIONS.

          (a)  VTI's Representations.  All representations and
     warranties of VTI contained in Articles II and III of this
     Agreement (other than the representations and warranties
     contained in Section 2.03) (the "General Representations")
     will remain operative and in full force and effect (but only
     as of the Closing Date) for a period of two (2) years and
     one day after the Closing Date, regardless of any
     investigation made by or on behalf of the parties to this
     Agreement. The representations and warranties contained in
     Section 2.03 (the "Special Representations") will remain
     operative and in full force and effect (but only as of the
     Closing Date) for a period of five (5) years and one day
     after the Closing Date (such time period to be referred to
     hereafter as the "Post-Closing Period"), regardless of any
     investigation made by or on behalf of the parties to this
     Agreement. Notwithstanding the preceding provisions of this
     Section 5.01(a), any act or omission constituting fraud
     shall have no limit as to time.

          (b)  EDGE'S REPRESENTATIONS.  All representations and
     warranties of Edge contained in Article IV of this Agreement
     will remain operative and in full force and effect (but only
     as of the Closing Date) for a period of two (2) years and
     one day after the Closing Date, regardless of any
     investigation made by or on behalf of the parties to this
     Agreement other than any act or omission constituting fraud,
     which shall have no limitation as to time.

     5.02 VTI AGREEMENT TO INDEMNIFY.

          (a)  The VTI Shareholders Indemnity.  Subject to the
     limitations set forth in Section 5.02(b), the VTI
     Shareholders will indemnify and hold harmless Edge and its
     respective officers, directors, agents and employees, and
     each person, if any, who controls or may control Edge
     (hereinafter in this Section 5.02 referred to individually
     as an "Indemnified Person" and collectively as "Indemnified
     Persons") from and against any and all claims, demands,
     actions, causes of action, losses, costs, damages,
     liabilities and expenses including, without limitation,
     reasonable legal fees, arising out of any misrepresentation
     or breach of or default in connection with any of the
     representations, warranties and covenants given or made by
     VTI and/or the VTI Shareholders in this Agreement or any
     certificate, document or instrument delivered by or on
     behalf of VTI and/or by the VTI Shareholders pursuant hereto
     (hereafter in this Section 5.02 referred to as the "Edge
     Damages").

          (b)  Withheld Merger Consideration. Except for the
     Adjustment Amounts set forth in Section 1.03 above,
     Indemnified Persons shall make no deductions in the Withheld
     Merger Consideration and shall have no claims against the
     VTI Shareholders unless and until the Edge Damages exceed
     $10,000, (the "Threshold Amount"), at which point the
     Indemnified Persons shall be entitled to indemnification for
     all claims,

                              -25-

<PAGE>

     including those within the Threshold Amount.  In seeking
     indemnification for Edge Damages under this Section 5.02
     following the Closing, the Indemnified Persons shall be
     entitled to, including, without limitation, available
     amounts of the Withheld Merger Consideration and all other
     remedies available at law or in equity.

          (c)  R. Jeffrey Ireland shall act as the representative
     of the VTI Shareholders for purposes of Sections 5.02 and
     5.03 of this Agreement (the "Claims Representative"), and is
     duly authorized to be such Claims Representative and may
     bind the VTI Shareholders.  Promptly after the receipt by
     Edge of notice or discovery of any claim, damage or legal
     action or proceeding giving rise to indemnification rights
     under this Section 5.02, Edge will give the Claims
     Representative written notice of such claim, damage, legal
     action or proceeding (for purposes of this Section 5.02, a
     "Claim") in accordance with Section 5.02 of this Agreement.
     Within seven days of delivery of such written notice, the
     Claims Representative may, with Edge's written consent,
     which shall not be unreasonably withheld, at the expense of
     the VTI Shareholders, elect to take all necessary steps
     properly to contest any Claim involving third parties or to
     prosecute or defend such Claim to conclusion or settlement.
     If the Claims Representative makes the foregoing election,
     then the Claims Representative will take all necessary steps
     to contest any such Claim or to prosecute or defend such
     Claim to conclusion or settlement, and will notify Edge of
     the progress of any such Claim, will permit Edge, at its
     expense, to participate in such prosecution or defense
     (PROVIDED, HOWEVER, that if a conflict of interest exists
     which would make it inappropriate, in the reasonable opinion
     of Edge, for the same counsel to represent both Edge and the
     VTI Shareholders in the resolution of such Claim, then Edge
     may retain separate counsel, the fees and expenses of which
     shall not be borne by Edge but shall instead be borne by the
     VTI Shareholders) and will provide Edge with reasonable
     access to all relevant information and documents relating to
     the Claim and the Claims Representative's prosecution or
     defense thereof.  If the Claims Representative does not make
     such election, then Edge shall be free to handle the
     prosecution or defense of any such Claim, will take all
     necessary steps to contest any such Claim involving third
     parties or to prosecute or defend such Claim to conclusion
     or settlement, will notify the Claims Representative of the
     progress of any such Claim, and will permit the Claims
     Representative, at the expense of the VTI Shareholders
     (which expense shall be paid for from sources other than the
     Withheld Merger Consideration), to participate in such
     prosecution or defense and will provide the Claims
     Representative with reasonable access to all relevant
     information and documents relating to the Claim and Edge's
     prosecution or defense thereof.  In either case, the party
     not in control of a Claim will fully cooperate, and will
     cause its counsel, if any, to fully cooperate, with the
     other party in the conduct of the prosecution or defense of
     such Claim. Neither party will compromise or settle any such
     Claim without the written consent of either Edge (if the
     Claims Representative defends the Claim) or the Claims
     Representative (if Edge defends the Claim), such consent not
     to be unreasonably withheld.

          (d)  Any written notice of a Claim required under this
     Section 5.02 (for purposes of this Section 5.02, a "Notice
     of Claim") will be in writing and will contain the following
     information to the extent reasonably available to Edge:

                               -26-

<PAGE>

               (i)  Edge's good faith estimate of the reasonably
                    foreseeable maximum amount of the alleged
                    Edge Damages (which amount may be the amount
                    of damages claimed by a third party plaintiff
                    in an action brought against Edge or VTI);
                    and

               (ii) A brief description in reasonable detail of
                    the facts, circumstances or events giving
                    rise to the alleged Edge Damages based on
                    Edge's good faith belief thereof and the
                    basis under this Agreement for such Claim,
                    including, without limitation, the identity
                    and address of any third-party claimant (to
                    the extent reasonably available to Edge) and
                    copies of any formal demand or complaint.

          (e)  For purposes of Sections 5.02 and 5.03, the VTI
     Shareholders hereby consent to the appointment of the Claims
     Representative, as representative of the VTI Shareholders,
     and as the attorney-in-fact for and on behalf of each VTI
     Shareholder, and, subject to the express limitation set
     forth below, the taking by the Claims Representative of any
     and all actions and the making of any decisions required or
     permitted to be taken by the Claims Representative under
     Sections 5.02 and 5.03, including, without limitation, the
     exercise of the power to:

               (i)  Agree to Edge's deductions against the
                    Withheld Merger Consideration, or any portion
                    thereof, in satisfaction of any Claims (for
                    purposes of this Section 5.02, the term
                    "Claims" is as defined in Sections 5.02 and
                    5.03);

               (ii) Agree to, negotiate, enter into settlements
                    and compromises of, and demand arbitration
                    and comply with orders of courts and awards
                    of arbitrators with respect to any Claims;

               (iii)Resolve any Claims; and

               (iv) Take all actions necessary in the judgment of
                    the Claims Representative for the
                    accomplishment of the foregoing and all of
                    the other terms, conditions and limitations
                    of this Agreement.

          (f)  The Claims Representative will have unlimited
     authority and power to act on behalf of each VTI Shareholder
     with respect to Sections 5.02 and 5.03 and the disposition,
     settlement or other handling of all Claims, rights or
     obligations arising under this Agreement so long as all VTI
     Shareholders are treated in the same manner.  The VTI
     Shareholders will be bound by all actions taken by the
     Claims Representative in connection with Sections 5.02 and
     5.03, and Edge will be entitled to rely on any action or
     decision of the Claims Representative.  In performing the
     functions specified in Sections 5.02 and 5.03,  the Claims
     Representative will not be liable to the VTI Shareholders in
     the absence of gross negligence or willful misconduct. R.
     Jeffrey Ireland hereby accepts the position of
     Representative subject to the right to resign as set forth
     below.  The Claims Representative may resign from such
     position, effective upon a new

                              -27-

<PAGE>

     representative being appointed in writing by VTI
     Shareholders who beneficially own a majority of the withheld
     portion of the VTI Common Stock.  The Claims Representative
     will not be entitled to receive any compensation from Edge
     or the VTI Shareholders in connection with this Agreement.
     Each VTI Shareholder will pay to the Claims Representative
     his or her Pro Rata Portion of any out-of-pocket costs and
     expenses reasonably incurred by the Claims Representative in
     connection with actions taken pursuant to the terms of
     Sections 5.02 and 5.03, and such amounts shall not be
     deducted against the Withheld Merger Consideration.

     5.03 EDGE AGREEMENT TO INDEMNIFY.

          (a)  Edge Indemnity.  Subject to the limitations set
     forth in Section 5.03(b), Edge will indemnify and hold
     harmless the VTI Shareholders (hereinafter in this
     Section 5.03 referred to individually as an "Edge
     Indemnified Person" and collectively as "Edge Indemnified
     Persons") from and against any and all claims, demands,
     actions, causes of action, losses, costs, damages,
     liabilities and expenses including, without limitation,
     reasonable legal fees, net of any recoveries under insurance
     policies or tax savings known to any VTI Shareholder at the
     time of making of claim hereunder, arising out of any
     misrepresentation or breach of or default in connection with
     any of the representations, warranties and covenants given
     or made by Edge in this Agreement or any certificate,
     document or instrument delivered by or on behalf of Edge
     pursuant hereto (hereafter in this Section 5.03 referred to
     as "VTI Damages").

          (b)  Edge Indemnification Limitations. The
     indemnification provided for in Section 5.02(b) will not
     apply unless and until the aggregate VTI Damages for which
     one or more Edge Indemnified Persons seeks indemnification
     under Section 5.03(a) exceeds $10,000 (the "Threshold
     Amount"), in which event the indemnification provided for in
     Section 5.03(a) will include all VTI Damages, including
     those within the Threshold Amount..  The provisions of this
     Section 5.03 shall not preclude the exercise by any Edge
     Indemnified Person of any and all other remedies available
     at law or in equity.

          (c)  Process.  Promptly after the receipt by any VTI
     Shareholder of notice or discovery of any claim, damage or
     legal action or proceeding giving rise to indemnification
     rights under this Section 5.03, such VTI Shareholder will
     give Edge written notice of such claim, damage, legal action
     or proceeding (for purposes of this Section 5.03, a "Claim")
     in accordance with this Section 5.03. Within seven days of
     delivery of such written notice, Edge may, with such VTI
     Shareholder's written consent, which shall not be
     unreasonably withheld, at the expense of Edge, elect to take
     all necessary steps properly to contest any Claim involving
     third parties or to prosecute or defend such Claim to
     conclusion or settlement.  If Edge makes the foregoing
     election, then Edge will take all necessary steps to contest
     any such Claim or to prosecute or defend such Claim to
     conclusion or settlement, and will notify such VTI
     Shareholder of the progress of any such Claim, will permit
     such VTI Shareholder, at its expense, to participate in such
     prosecution or defense (PROVIDED, HOWEVER, that if a
     conflict of interest exists which would make it
     inappropriate, in the reasonable opinion of such VTI

                              -28-

<PAGE>

     Shareholder, for the same counsel to represent both such VTI
     Shareholder and Edge in the resolution of such Claim, then
     such VTI Shareholder may retain separate counsel, and the
     fees and expenses of one such counsel for all applicable VTI
     Shareholders shall be borne by Edge rather than by any such
     VTI Shareholder) and will provide such VTI Shareholder with
     reasonable access to all relevant information and documents
     relating to the Claim and Edge's prosecution or defense
     thereof.  If Edge does not make such election, then such VTI
     Shareholder shall be free to handle the prosecution or
     defense of any such Claim, will take all necessary steps to
     contest any such Claim involving third parties or to
     prosecute or defend such Claim to conclusion or settlement,
     will notify Edge of the progress of any such Claim, and will
     permit Edge, at the expense of Edge, to participate in such
     prosecution or defense and will provide Edge with reasonable
     access to all relevant information and documents relating to
     the Claim and such VTI Shareholder's prosecution or defense
     thereof.  In either case, the party not in control of a
     Claim will fully cooperate with, and will cause its counsel,
     if any, to fully cooperate with, the other party in the
     conduct of the prosecution or defense of such Claim. Neither
     party will compromise or settle any such Claim without the
     written consent of either such VTI Shareholder (if Edge
     defends the Claim) or Edge (if such VTI Shareholder defends
     the Claim), such consent not to be unreasonably withheld.
     Notwithstanding the foregoing provisions of this Section
     5.03(c), if two or more VTI Shareholders deliver, whether
     separately or together, a Claim to Edge arising from or
     relating to the same or a reasonably similar matter, then
     the Claims Representative shall act on behalf of each such
     VTI Shareholder bringing such a Claim for purposes of this
     Section 5.03.

          (d)  Notice.  Any written notice of a Claim required
     under this Section 5.03 (for purposes of this Section 5.03,
     a "Notice of Claim") will be in writing and will contain the
     following information to the extent reasonably available to
     such VTI Shareholder:

               (i)  Such VTI Shareholder's good faith estimate of
                    the reasonably foreseeable maximum amount of
                    the alleged VTI Damages (which amount may be
                    the amount of damages claimed by a third
                    party plaintiff in an action brought against
                    such VTI Shareholder); and

               (ii) A brief description in reasonable detail of
                    the facts, circumstances or events giving
                    rise to the alleged VTI Damages based on such
                    VTI Shareholder's good faith belief thereof
                    and the basis under this Agreement for such
                    Claim, including, without limitation, the
                    identity and address of any third-party
                    claimant (to the extent reasonably available
                    to such VTI Shareholder) and copies of any
                    formal demand or complaint.

     5.04 CERTAIN AGREEMENTS.  The VTI Shareholders will use all
reasonable efforts to cause all present employees of VTI to
execute Edge's forms of assignments of copyright and other
intellectual property rights, noncompetition and trade secret
agreements and confidentiality agreements.

                              -29-

<PAGE>

     5.05 Regulatory Approvals by VTI Shareholders.  The VTI
Shareholders will execute and file, or join in the execution and
filing, of any application or other document that may be
necessary in order to obtain the authorization, approval or
consent of any governmental body, federal, state, local or
foreign, which may be reasonably required, or which Edge may
reasonably request, in connection with the consummation of the
transactions provided for in this Agreement.  The VTI
Shareholders will use all reasonable efforts to obtain or assist
Edge in obtaining all such authorizations, approvals and
consents.

     5.06 REGULATORY APPROVALS BY EDGE.  Edge will execute and
file, or join in the execution and filing, of any application or
other document that may be necessary in order to obtain the
authorization, approval or consent of any governmental body,
federal, state, local or foreign, which may be reasonably
required, or which VTI may reasonably request, in connection with
the consummation of the transactions provided for in this
Agreement.  Edge will use all reasonable efforts to obtain or
assist VTI in obtaining all such authorizations, approvals and
consents.

     5.07 NON-DISCLOSURE OF VTI PROPRIETARY INFORMATION.

          (a)  Each of the VTI Shareholders, by virtue of his
     involvement with and ownership of VTI, had and may continue
     to have access, to confidential, proprietary, and highly
     sensitive information relating to the business of VTI and
     which is a competitive asset of VTI (the "VTI Proprietary
     Information").  The VTI Proprietary Information sought to be
     protected includes, without limitation, information
     pertaining to:

               (i)   The identities of customers and clients
                     with which or whom VTI does or seeks to do
                     business, as well as the point of contact
                     persons and decision-makers at these
                     customers and clients, including their
                     names, addresses, e-mail addresses and
                     positions;

               (ii)  The past or present purchasing history and
                     the past and/or current job requirements of
                     each past and/or existing customer and
                     client;

               (iii) The volume of business and the nature of
                     the business relationship between VTI and
                     its customers and clients;

               (iv)  The business plans and strategy of VTI,
                     including customer or client assignments
                     and rearrangements, sales and
                     administrative staff expansions, marketing
                     and sales plans and strategy, proposed
                     adjustments in compensation of sales
                     personnel, revenue, expense and profit
                     projections, industry analyses, and any
                     proposed or actual implemented technology
                     changes;

               (v)   Information regarding the employees of VTI,
                     including their identities, skills,
                     talents, knowledge, experience, and
                     compensation;

                              -30-

<PAGE>

               (vi)  The financial results and business
                     condition of VTI;

               (vii) Computer programs and software developed by
                     VTI and tailored to its needs by its
                     employees, independent contractors,
                     consultants or vendors;

               (viii)Information relating to the VTI' engineers,
                     designers, contractors, or persons likely
                     to become engineers, designers, or
                     contractors;

               (ix)  Any past, present or future merchandise or
                     supply sources; and

               (x)   System designs, procedure manuals,
                     automated data programs, reports and
                     personnel procedures.

          (b)  In light of the foregoing, and in connection with
     and in consideration for the Merger Consideration to be
     received pursuant to the terms of this Agreement, each VTI
     Shareholder hereby agrees that for the duration of the Post-
     Closing Period such VTI Shareholder will not use, publish,
     disclose or divulge, directly or indirectly, at any time,
     any VTI Proprietary Information for his own benefit or for
     the benefit of any person, entity, or corporation other than
     VTI, to any person who is not a current employee of VTI,
     without the express, written consent of Edge. To the extent
     that any VTI Shareholder has obligations similar to those
     outlined in this Section 6.07 in any other agreement with
     Edge and/or the Successor Corporation, including, without
     limitation, any employment agreement, then the terms of this
     Section 6.07 shall control the scope and duration of such
     obligations.

     5.08 NON-COMPETITION.  In connection with and in
consideration for the Merger Consideration to be received
pursuant to the terms of this Agreement, each of Ireland and
Seleny hereby agrees that for the duration of the Post-Closing
Period such VTI Shareholder will not, without the prior written
consent of Edge, directly or indirectly, alone or for his own
account, or as owner, partner, investor, member, trustee,
officer, director, shareholder, employee, consultant,
distributor, advisor, representative or agent of any partnership,
joint venture, corporation, trust, or other business organization
or entity engage in any business or activity within a 100 mile
radius of the municipal boundaries of Dallas, Texas if such
business or activity relates to the business of, or involves the
provision of services or products which directly or indirectly
competes with the business of, VTI, as now conducted or as may be
conducted during the Post-Closing Period, including any judicial
extensions of the restrictions set forth in this Section 5.08. To
the extent that any VTI Shareholder has obligations similar to
those outlined in this Section 5.08 in any other agreement with
Edge and/or the Successor Corporation (including, without
limitation, any employment agreement) then the terms of this
Section 5.08 shall control the scope and duration of such
obligations.

                              -31-

<PAGE>

     5.09 NON-SOLICITATION  OF  EMPLOYEES AND  CONSULTANTS;  NON-
          SOLICITATION OF CLIENTS.

          (a)  In connection with and in consideration for the
     Merger Consideration to be received pursuant to the terms of
     this Agreement, each VTI Shareholder hereby agrees that for
     the duration of the Post-Closing Period such VTI Shareholder
     will not, without the prior written consent of Edge,
     recruit, hire, solicit, or attempt to recruit, hire or
     solicit, directly or by assisting others, any employees or
     consultants employed by or associated with VTI, nor shall he
     contact or communicate with any employees or consultants of
     VTI for the purpose of inducing employees or consultants to
     terminate their employment or association with VTI.  For
     purposes of this covenant, "employees or consultants" shall
     refer to permanent employees, temporary employees, or
     consultants who were employed by, doing business with, or
     associated with VTI within six (6) months of the time of the
     attempted recruiting, hiring or solicitation.

          (b)  In connection with and in consideration for the
     Merger Consideration to be received pursuant to the terms of
     this Agreement, each VTI Shareholder hereby agrees that for
     the duration of the Post-Closing Period such VTI Shareholder
     will not, without the prior written consent of Edge,
     directly or indirectly, alone or for his own account, or as
     owner, partner, investor, member, trustee, officer,
     director, shareholder, employee, consultant, distributor,
     advisor, representative or agent of any partnership, joint
     venture, corporation, trust, or other business organization
     or entity, directly or indirectly contact and/or solicit for
     the purpose of diverting the business or patronage of any
     person, association, corporation, or other business
     organization or entity with whom or which either Edge, VTI,
     and/or the Successor Corporation had a business
     relationship, including, without limitation a customer,
     client, supplier, or vendor relationship, within the period
     six months before the Closing Date or will have during the
     Post-Closing Period.

          (c)  To the extent that any VTI Shareholder has
     obligations similar to those outlined in this Section 5.09
     in any other agreement with Edge and/or the Successor
     Corporation (including, without limitation, any employment
     agreement) then the terms of this Section 5.09 shall control
     the scope and duration of such obligations.

                           ARTICLE VI
                          MISCELLANEOUS

     6.01 GOVERNING LAW; SPECIFIC PERFORMANCE; DISPUTE
RESOLUTION.  The laws of the State of Texas (without regard to
its choice of law principles that might apply the law of another
jurisdiction) will govern the validity of this Agreement, the
construction of its terms, and the interpretation and enforcement
of the rights and duties of the parties.  Notwithstanding any
other provision of this Agreement, it is understood and agreed
that the remedy of indemnity payments and other remedies at law
would be inadequate in the case of any breach of the covenants
contained herein and each party agrees that any other party shall
be entitled to equitable relief, including the remedy of specific
performance, without posting of bond or other security, with
respect to any breach or attempted breach of such covenants.  Any
dispute hereunder ("Dispute") shall be settled by arbitration in
Dallas, Texas and, except as herein specifically stated, in
accordance with the commercial arbitration rules of the American
Arbitration Association ("AAA Rules") then in effect.  However,
in all events, these arbitration provisions shall govern over any
conflicting rules that may now or hereafter be contained in the
AAA Rules.  Any judgment upon the award

                              -32-

<PAGE>

rendered by the arbitrator may be entered in any court having
jurisdiction over the subject matter thereof.  The arbitrator
shall have the authority to grant any equitable and legal
remedies that would be available in any judicial proceeding
instituted to resolve a Dispute.

          (a)  Compensation of Arbitrator.  Any such arbitration
     will be conducted before a single arbitrator who will be
     compensated for his or her services at a rate to be
     determined by the parties or by the American Arbitration
     Association, but based upon a reasonable hourly or daily
     consulting rate for the arbitrator if the parties are not
     able to agree upon his or her rate of compensation.

          (b)  Selection of Arbitrator.  The American Arbitration
     Association will have the authority to select an arbitrator
     from a list of arbitrators who are lawyers familiar with
     Texas contract law and experienced in mergers and
     acquisitions; provided, however, that such lawyers cannot
     work for a firm then performing services for either party,
     that each party will have the opportunity to make such
     reasonable objection to any of the arbitrators listed as
     such party may wish and that the American Arbitration
     Association will select the arbitrator from the list of
     arbitrators as to whom neither party makes any such
     objection.  If the foregoing procedure is not followed, each
     party will choose one person from the list of arbitrators
     provided by the American Arbitration Association (provided
     that such person does not have a conflict of interest), and
     the two persons so selected will select from the list
     provided by the American Arbitration Association the person
     who will act as the arbitrator.

          (c)  Payment of Costs.  Edge and the VTI Shareholders
     will each pay 50% of the initial compensation to be paid to
     the arbitrator in any such arbitration and 50% of the costs
     of transcripts and other normal and regular expenses of the
     arbitration proceedings; provided, however, that the
     prevailing party in any arbitration will be entitled to an
     award of attorneys' fees and costs, and all costs of
     arbitration, including those provided for above, will be
     paid by the non-prevailing party, and the arbitrator will be
     authorized to make such determinations.

          (d)  Burden of Proof.  For any Dispute submitted to
     arbitration, the burden of proof will be as it would be if
     the claim were litigated in a Texas judicial proceeding.

          (e)  Award.  Upon the conclusion of any arbitration
     proceedings hereunder, the arbitrator will render findings
     of fact and conclusions of law and a written opinion setting
     forth the basis and reasons for any decision reached and
     will deliver such documents to each party to this Agreement
     along with a signed copy of the award.

          (f)  Terms of Arbitration.  The arbitrator chosen in
     accordance with these provisions will not have the power to
     alter, amend or otherwise affect the terms of these
     arbitration provisions or the provisions of this Agreement.

          (g)  Exclusive Remedy.  Except as specifically
     otherwise provided in this Agreement, arbitration will be
     the sole and exclusive remedy of the parties for any Dispute
     arising out of this Agreement.

                              -33-

<PAGE>

     6.02 ASSIGNMENT; BINDING UPON SUCCESSORS AND ASSIGNS.  No
party may assign any of its rights or obligations hereunder
without the prior written consent of the other party.  This
Agreement will be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns.

     6.03 SEVERABILITY.  If any provision of this Agreement, or
the application thereof, is for any reason held to any extent to
be invalid or unenforceable, then the remainder of this Agreement
and application of such provision to other persons or
circumstances will be interpreted so as reasonably to effect the
intent of the parties.  The parties further agree to replace such
unenforceable provision of this Agreement with valid and
enforceable provisions that will achieve, to the extent possible,
the economic, business and other purposes of the invalid or
unenforceable provisions.

     6.04 COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which will be an original as regards any
party whose signature appears thereon and all of which together
will constitute one and the same instrument.  This Agreement will
become binding when one or more counterparts hereof, individually
or taken together, bear the signatures of all parties reflected
hereon as signatories.

     6.05 OTHER REMEDIES.  Except as otherwise provided herein,
any and all remedies herein expressly conferred upon a party will
be deemed cumulative with and not exclusive of any other remedy
conferred hereby or by law on such party, and the exercise of any
one remedy will not preclude the exercise of any other.

     6.06 AMENDMENT AND WAIVERS.  Any term or provision of this
Agreement may be amended, and the observance of any term of this
Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only by a
writing signed by the party to be bound thereby.  The waiver by a
party of any breach hereof or default in the performance hereof
will not be deemed to constitute a waiver of any other default of
any succeeding breach or default.  This Agreement may be amended
by the parties at any time.

     6.07 NO WAIVER.  The failure of any party to enforce any of
the provisions hereof will not be construed to be a waiver of the
right of such party thereafter to enforce such provisions.  The
waiver by any party of the right to enforce any of the provisions
hereof on any occasion will not be construed to be a waiver of
the right of such party to enforce such provisions on any other
occasion.

     6.08 EXPENSES.  Unless otherwise provided in the Agreement,
each party will bear its respective expenses and fees of its own
accountants, attorneys, investment bankers and other
professionals incurred with respect to this Agreement and the
transactions contemplated hereby; provided, however, that (a) the
audit of VTI conducted by Grant Thornton, LLP will be paid by VTI
prior to the Closing, of which Edge shall have contributed fifty
percent (50%) of the retainer, and (b) VTI will not incur, for
its own account, in connection with the Merger and the related
transactions contemplated hereby, expenses for fees and expenses
of lawyers, accountants and other professionals, including
payment of the Grant Thornton, LLP audit, in excess of $17,000,
unless any such excess amount of fees or expenses (the "Excess
Professional Service

                              -34-

<PAGE>

Fees" either (x) paid by the VTI Shareholders on or before the
Closing Date, in which case proof of such payment shall be
provided at Closing or (y) deducted from the Withheld Merger
Consideration.

     6.09 NOTICES.  Any notice or other communication required or
permitted to be given under this Agreement will be in writing,
will be delivered personally or by facsimile, mail or express
delivery, postage prepaid, and will be deemed given upon actual
delivery or, if mailed by registered or certified mail, on the
third business day following deposit in the mails, addressed as
follows:

                    (i)  If to Edge :

                         Edge Technology Group, Inc.
                         6611 Hillcrest, No. 223
                         Dallas, Texas 75205
                         Attention:  Graham C. Beachum II

                         with a copy, which shall not constitute
                         notice, to:

                         Arter & Hadden LLP
                         1717 Main Street, Suite 4100
                         Dallas, Texas 75201
                         Attention:  Victor B. Zanetti, Esq.
                         Phone:  (214) 761-4475
                         Fax:  (214) 741-7139

                    (ii) If to VTI or the VTI Shareholders:

                         Virtually There, Inc.
                         513 Main Street
                         Fort Worth, Texas 76102
                         Attention: R. Jeffrey Ireland
                         Phone: (817) 332-8282
                         Fax: (817)332-8244

                              -35-

<PAGE>

                         with a copy, which shall not constitute
                         notice, to:

                         Broude, Smith & Jennings, P.C.
                         309 West Seventh Street, Suite 110
                         Fort Worth, Texas 76102
                         Attention: John Broude
                         Phone: (817) 335-1615
                         Fax: (817) 335-1603
                         Email: jsb@bsjpc.com


or to such other address as the party in question may have
furnished to the other party by written notice given in
accordance with this Section 6.09.

     6.10 CONSTRUCTION OF AGREEMENT; KNOWLEDGE.  The language
hereof will not be construed for or against either party.  A
reference to a section, schedule or exhibit refers to a section
in, or a schedule or an exhibit to, this Agreement, unless
otherwise explicitly set forth.  The titles and headings in this
Agreement are for reference purposes only and will not in any
manner limit the construction of this Agreement.  For the
purposes of such construction, this Agreement will be considered
as a whole.  References in this Agreement to the knowledge of VTI
(or similar phrases) refer to the actual knowledge of any one or
more of the officers and directors of VTI and any of the VTI
Shareholders, each after due inquiry of its internal records or
publicly available information; references in this Agreement to
the knowledge of Edge (or similar phrases) refer to the actual
knowledge of Graham C. Beachum, II, President and Chief Executive
Officer, or David N. Pilotte, Executive Vice President and Chief
Financial Officer, after due inquiry of its internal records or
publicly available information.

     6.11 NO JOINT VENTURE.  Nothing contained in this Agreement
will be deemed or construed as creating a joint venture or
partnership among the parties.  No party is by virtue of this
Agreement authorized as an agent, employee or legal
representative of any other party.  No party will have the power
to control the activities and operations of any other, and the
parties' status is, and at all times, will continue to be, that
of independent contractors with respect to each other.  No party
will have any power or authority to bind or commit any other.  No
party will hold itself out as having any authority or
relationship in contravention of this Section 6.11.

     6.12 FURTHER ASSURANCES.  Each party agrees to cooperate
fully with the other party and to execute such further
instruments, documents and agreements and to give such further
written assurances as may be reasonably requested by the other
party to evidence and reflect the transactions provided for
herein and to carry into effect the intent of this Agreement.

     6.13 ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS.  No
provisions of this Agreement are intended, nor will be
interpreted, to provide or create any third party beneficiary
rights or any other rights of any kind in any client, customer,
affiliate, partner or employee of any party or any other person
or entity, unless specifically provided otherwise herein, and,
except as so provided, all provisions hereof will be personal
solely among the parties to this Agreement.

                              -36-

<PAGE>

     6.14 PUBLIC ANNOUNCEMENT.  Edge and VTI will issue a press
release approved by both parties announcing the Merger as soon as
practicable following the execution of this Agreement; provided,
however, that Edge may make such press releases or other public
filings or announcements without the approval of the other
parties hereto upon the determination of Edge's counsel that such
action is necessary to comply with any relevant laws related
thereto.

     6.15 CONFIDENTIALITY.

          (a)  Except as expressly authorized by Edge in writing,
     VTI and each VTI Shareholder will not directly or indirectly
     divulge to any person or entity or use any Edge Confidential
     Information, except as required for the performance of its
     duties under this Agreement. As used herein, "Edge
     Confidential Information" consists of:

               (i)    Any information designated by Edge as
                      confidential whether developed by Edge or
                      disclosed to Edge by a third party;

               (ii)   The source code to any Edge software, and
                      any trade secrets relating to any of the
                      foregoing; and

               (iii)  Any information relating to Edge's product
                      plans, product designs, product costs,
                      product prices, product names, finances,
                      marketing plans, business opportunities,
                      personnel, research development or know-
                      how.

          (b)  Neither Edge nor VTI shall divulge the terms and
     conditions of this Agreement, except as disclosed in
     accordance with Section 6.14.

          (c)  The foregoing restriction will apply to
     information about a party whether or not it was obtained
     from such party's employees, acquired or developed by the
     other party during such other party's performance under this
     Agreement, or otherwise learned.  The foregoing restrictions
     will not apply to information that:

               (i)    Has become publicly known through no
                      wrongful act of the receiving party;

               (ii)   Has been rightfully received from a third
                      party authorized by the party which is the
                      owner, creator or compiler to make such
                      disclosure without restriction;

               (iii)  Has been approved or released by written
                      authorization of the party which is the
                      owner, creator or compiler; or

               (iv)   Is being or has therefore been disclosed
                      pursuant to a valid court order after a
                      reasonable attempt has been made to notify
                      the party which is the owner, creator or
                      compiler.

                              -37-

<PAGE>

     6.16 ENTIRE AGREEMENT.  This Agreement, the schedules and
exhibits hereto constitute the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied,
written or oral, among the parties with respect to the subject
matter hereof.  The express terms hereof control and supersede
any course of performance or usage of trade inconsistent with any
of the terms hereof.

                     [Signature Page Follows]























                              -38-

<PAGE>



     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

                         EDGE TECHNOLOGY GROUP, INC.


                         By:   /s/. David N. Pilotte
                            -------------------------------
                         Name:     David N. Pilotte
                         Title:    Chief Financial Officer and
                         Secretary



                         VIRTUALLY THERE, INC


                         By: /s/ R. JEFFREY IRELAND
                            ------------------------------
                         Name:     R. Jeffrey Ireland
                         Title:   President


                         VT ACQUISITION CORP.


                         By:  /s/ DAVID N. PILOTTE
                            ------------------------------
                              David N. Pilotte
                              Vice President and Secretary


                         THE VIRTUALLY THERE SHAREHOLDERS:


                           /s/ R. JEFFREY IRELAND
                         ---------------------------
                         R. Jeffrey Ireland

                           /s/ ALEX D. SELENY
                         ---------------------------
                         Alex D. Seleny

                           /s/ STEPHEN DOOLEY
                         ---------------------------
                         Stephen Dooley

                         _/s/ KATHY GUTIERREZ__________
                         Kathy Gutierrez


















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