AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to 
as the "Agreement") 
is entered into this ___ day of February, 1996  by and among 
CUSA 
Technologies, Inc., a Nevada corporation ("CTI"), New 
Medical Clearing 
Corporation,  a Utah corporation ("NewCo"), Medical Clearing 
Corporation,  an 
Arizona corporation ("MCC"), and Richard F. Brothers, 
William C. McCormick, 
Debbie F. Mattingly, and Charles R. Brothers (collectively, 
the 
"Shareholders") based on the following:

                                PREMISES

A.  CTI is a publicly-held corporation, involved, among 
other things, in the 
business of providing proprietary software systems to credit 
unions and the 
health care industry.  MCC is a privately-held corporation 
that develops and 
markets software systems for the health care industry. 

B.  The Shareholders own one hundred percent (100%) of the 
issued and 
outstanding stock of MCC. 

C.  The parties have agreed that MCC will be acquired as a 
wholly-owned 
subsidiary of CTI, on the terms and conditions set forth in 
this Agreement. 

D.  The acquisition of MCC by CTI shall be effected through 
the merger of MCC 
with and into NewCo, a newly formed, wholly-owned subsidiary 
of CTI, with 
NewCo as the surviving entity.  In connection with the 
transaction, the 
outstanding shares of common stock of MCC will be canceled 
in exchange for 
shares of restricted common voting stock of CTI, cash, and a 
note, all for the 
purposes of accomplishing a "reorganization" pursuant to 
Sections 368(a)(1)(A) 
and 368 (a)(2)(D) of the Code.  After consummation of the 
transaction, NewCo 
shall succeed to the business, assets, and liabilities of 
MCC and shall 
thereafter continue business as a wholly-owned subsidiary of 
CTI. 

                                AGREEMENT

NOW, THEREFORE, based on the stated premises, and for and in 
consideration of 
the mutual covenants and agreements hereinafter set forth 
and the mutual 
benefits to the parties to be derived therefrom, it is 
hereby agreed as 
follows:

                                 ARTICLE I
                                DEFINITIONS

When used herein, the following terms shall have the 
meanings indicated:

Section 1.01  Agreement.  This Agreement and Plan of  
Merger, all Schedules 
and Exhibits hereto and all amendments, modifications, and 
supplements hereto.

Section 1.02  Closing.  The consummation of the transactions 
contemplated by 
this Agreement.

Section 1.03  Closing Date.  The date on which Closing 
occurs.

Section 1.04  Code.  The Internal Revenue Code of 1986, as 
amended.

Section 1.05  CTI Common Stock.  The authorized common 
stock, par value $0.001 
per share, of CTI.

Section 1.06   CTI Preferred Stock.  The authorized 
preferred stock, par value 
$0.001 per share, of CTI. 

Section 1.07  Effective Date.  The date as set forth in the 
closing memorandum 
between the parties.

Section 1.08  Exchange Act.  The Securities Exchange Act of 
1934, as amended.

Section 1.09  Exchanged CTI Stock.  The shares of CTI Common 
Stock to be 
issued and delivered by CTI to the Shareholders pursuant to 
this Agreement.

Section 1.10  GAAP.  Generally accepted accounting 
principles, as in effect on 
the Effective Date, applied on a consistent basis.

Section 1.11  SEC.  The United States Securities and 
Exchange Commission.

Section 1.12  Securities Act.  The Securities Act of 1933, 
as amended.

Section 1.13  MCC Stock.  The 2,500 shares of common stock 
of MCC, owned by 
the shareholders, no par value,  currently issued and 
outstanding, which are 
to be converted into shares of Exchanged CTI Stock pursuant 
to the terms of 
this Agreement.

Section 1.14  Shareholders.  Richard F. Brothers, William C. 
McCormick, Debbie 
F. Mattingly, and Charles R. Brothers, who own one hundred 
percent (100%) of 
the issued and outstanding shares of MCC Stock that will be 
converted into 
shares of Exchanged CTI Stock pursuant to the terms of this 
Agreement.

                               ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF MCC
                          AND THE SHAREHOLDERS

As an inducement to, and to obtain the reliance of CTI and 
NewCo, MCC and the 
Shareholders each  represent and warrant  that the following 
are true to the 
best of their knowledge:

Section 2.01.  Organization.  MCC is a corporation duly 
organized, validly 
existing, and in good standing under the laws of the State 
of Arizona and has 
the corporate power to own all of  its properties and assets 
and to carry on 
its business in all material respects as it is now being 
conducted, and there 
is no jurisdiction in which it is not qualified in which the 
character and 
location of the assets owned by it or the nature of the 
business transacted by 
it requires qualification, except where failure to do so 
would not have a 
material adverse effect on the business or properties of 
MCC.  Included in the 
MCC Schedules (as hereinafter defined) are complete and 
correct copies of the 
articles of incorporation and bylaws of MCC as in effect on 
the date hereof.  
The execution and delivery of this Agreement does not, and 
the consummation of 
the transactions contemplated by this Agreement in 
accordance with the terms 
hereof will not, violate any provision of MCC's articles of 
incorporation or 
bylaws. 

Section 2.02  Approval of Agreement.  The board of directors 
of MCC and the 
Shareholders have authorized the execution and delivery of 
this Agreement by 
MCC and have approved the consummation of the transactions 
contemplated 
hereby.  Included in the MCC Schedules is a copy of the 
resolutions duly 
adopted by the board of directors of MCC  and the 
Shareholders evidencing such 
approval.  Such consent has not been amended, modified, 
rescinded or 
superseded and remains in full force and effect. MCC has 
full power, 
authority, and legal right, and has taken all action 
required by law, its 
articles of incorporation and bylaws, and otherwise, to 
execute and deliver 
this Agreement and to consummate the transactions 
contemplated hereby.

Section 2.03  Authority of Shareholders.  Each of the 
Shareholders has the 
right and authority, without the prior consent of any other 
person or entity, 
to enter into this Agreement and consummate the transactions 
contemplated 
hereby.  There is no lien, encumbrance or claim by any third 
person with 
respect to the MCC Stock owned by the Shareholders.

Section 2.04  Capitalization of MCC.   The entire authorized 
capital stock of 
MCC consists of 10,000,000 shares of common stock, no par 
value,  of which 
2,500 shares are  validly issued and outstanding.  All of 
the issued and 
outstanding MCC Stock is owned by the Shareholders.  No 
shares of MCC Stock 
are reserved for issuance on the exercise of warrants or the 
conversion of 
other securities or the exercise of any other call, 
commitment or right to 
which MCC or any of the Shareholders are a party or to which 
any of them are 
subject.  All issued and outstanding shares have been duly 
authorized and 
validly issued, are fully paid, and nonassessable, and have 
not been issued in 
violation of any preemptive or other right of any person. 

Section 2.05  Subsidiaries and Predecessor.  MCC has no 
subsidiaries or any 
predecessor corporation as that term is defined by GAAP.

Section 2.06  Financial Statements.

(a)  Included in the MCC Schedules are the unaudited balance 
sheets of MCC as 
of December 31, 1995 and 1994, and  the related unaudited 
statements of income 
and retained earnings for the years then ended.

(b)  Such financial statements have been prepared in 
accordance with GAAP, 
except as disclosed in the MCC Schedules.  MCC did not have, 
as of the date of 
any of such balance sheets, except as and to the extent 
reflected or reserved 
against therein, any labilities or obligations (absolute or 
contingent) which 
should have been reflected in a combined balance sheet 
prepared in accordance 
with GAAP and all assets reflected therein present fairly 
the assets of MCC, 
in accordance with GAAP.  The statements of income fairly 
present the 
information required to be set forth therein in accordance 
with GAAP.  MCC 
maintains a standard system of accounting established and 
maintained in a 
manner permitting the preparation of financial statements in 
accordance with 
GAAP.

(c)  The books and records of MCC and its accounting 
practices are sufficient 
to permit the preparation of audited financial statements 
for the periods 
subsequent to December 31, 1993, in accordance with GAAP and 
Regulation S-B 
adopted under the Exchange Act.  MCC will maintain and 
preserve its books and 
records in such a fashion so as to permit the preparation of 
historical 
audited financial statements as may be required by the 
Exchange Act and the 
rules and regulations adopted thereunder.  MCC and the 
Shareholders will each 
cooperate fully and assist in the preparation of any such 
financial 
statements, at the cost of CTI.  

(d)  MCC has filed all tax returns and all reports required 
by law.  All such 
returns and reports are accurate and correct in all material 
respects.  There 
are no income taxes currently due to the federal or state 
governments that 
have not been paid.  MCC does not have any liabilities with 
respect to the 
payment of any federal, state, county, local or other taxes 
(including any 
deficiencies, interest or penalties) accrued for or 
applicable to the period 
ended on the date of the most recent balance sheet included 
in the MCC 
Schedules and all such dates and years and periods prior 
thereto and for which 
MCC may at said date have been liable in its own right or as 
transferee of the 
assets of, or as a successor to, any other corporation or 
other entity, except 
for taxes accrued but not yet due and payable.  None of such 
federal income 
returns have been audited or is currently being audited by 
the Internal 
Revenue Service.  MCC has not made any election pursuant to 
the Code (other 
than elections which relate solely to methods of accounting, 
depreciation or 
amortization) which would have a material adverse effect on 
MCC, its financial 
conditions, its business as presently conducted or as 
proposed to be conducted 
or any of its properties or material assets.  There are no 
outstanding 
agreements or waivers extending the statutory period of 
limitations applicable 
to any tax returns of MCC.  

(e)  The books and records, financial and otherwise, of MCC 
are in all 
material respects complete and correct and have been made 
and maintained in 
accordance with sound business and bookkeeping practices 
and, in reasonable 
detail, accurately and fairly reflect the transactions 
involving the assets of 
MCC.  MCC has maintained a system of internal accounting 
controls sufficient 
to provide reasonable assurance that (i) transactions have 
been and are 
executed in accordance with management's general or specific 
authorization; 
(ii) transactions are recorded as necessary to permit the 
preparation of 
financial statements in conformity with GAAP or any other 
criteria applicable 
to such statements and to maintain accountability for 
assets; (iii) access to 
assets is permitted only in accordance with management's 
general or specific 
authorization; and (iv) the recorded accountability for 
assets is compared 
with the existing assets at reasonable intervals, and 
appropriate action is 
taken with respect to any differences.

(f)  Except as set forth in the MCC Schedules, the latest of 
the balance 
sheets included in the MCC Schedules or in the notes 
thereto, MCC (i) has good 
and marketable title to its accounts receivable, and other 
debts due or 
recorded in the records and books of account of MCC, free of 
any security 
interests or liens and free of any material defenses, 
counterclaims, and set-
offs, and all of such accounts receivable, invoices, and 
debts are actual and 
bona fide amounts due MCC for the total dollar amount 
thereof shown on the 
books of MCC and resulted from the regular course of 
business; and (ii) the 
accounts receivable, invoices, and debts set forth on the 
MCC balance sheets 
arose in the ordinary course of business and are, net of any 
reserves shown on 
the balance sheet, collectible in full in all material 
respects on the 
continuation of reasonable collection efforts by MCC or 
successor personnel 
and without resorting to litigation and in any event not 
later than one 
hundred eighty (180) days after the date billed.

Section 2.07  Information.  The information concerning MCC 
set forth in this 
Agreement and in the MCC Schedules is accurate in all 
material respects and 
does not contain any untrue statement of a material fact or 
omit to state a 
material fact required to make the statements made, in light 
of the 
circumstances under which they were made, not misleading.

Section 2.08  Options or Warrants.  There are no existing 
warrants, calls, 
commitments or other rights of any character relating to 
authorized and 
unissued MCC Stock or other securities of MCC.

Section 2.09  Absence of Certain Changes or Events.  Except 
as set forth in 
this Agreement or in the MCC Schedules, since the date of 
the most recent 
balance sheet included in the MCC Schedules:

(a)  There has not been (i) any material adverse change in 
the business, 
operation, assets or financial condition of MCC; or (ii) any 
damage, 
destruction or loss to MCC (whether or not covered by 
insurance) materially 
and adversely affecting the business, operations, assets or 
financial 
condition of MCC;

(b)  MCC has not (i) amended its article of incorporation or 
bylaws; (ii) 
declared or made, or agreed to declare and make, any payment 
of dividends or 
distributions of any assets of any kind whatsoever to 
shareholders or 
purchased or redeemed, or agreed to purchase or redeem, any 
of its capital 
stock; (iii) waived any rights of value which in the 
aggregate are 
extraordinary or material considering the business of MCC; 
(iv) made any 
material change in its method of management, operation or 
accounting; (v) 
entered into any other material transactions; (vi) made any 
accrual or 
arrangement for or payment of bonuses or special 
compensation of any kind or 
any severance or termination pay to any present or former 
officer, employee or 
shareholder; (vii) increased the rate of compensation 
payable or to become 
payable by it to any of its officers or directors or any of 
its employees 
whose monthly compensation exceeds Five Thousand Dollars 
($5,000); or (viii) 
made any increase in any profit sharing, bonus, deferred 
compensation, 
insurance, pension, retirement or other employee benefit 
plan, payment or 
arrangement made to, for, or with its officers, directors or 
employees;

(c)  MCC has not (i) granted or agreed to grant any options, 
warrants or other 
rights for its stocks, bonds or other corporate securities 
calling for the 
issuance thereof; (ii) borrowed or agreed to borrow any 
funds or incurred, or 
become subject to, any material obligation or liability 
(absolute or 
contingent) except liabilities incurred in the ordinary 
course of business; 
(iii) paid any material obligation or liability (absolute or 
contingent) other 
than current liabilities; (iv) sold or transferred, or 
agreed to sell or 
transfer, any of its assets, properties or rights (except 
assets, properties 
or rights not used or useful in its business which, in the 
aggregate have a 
value of less than Five Thousand Dollars ($5,000) or assets, 
properties or 
rights disposed of in the ordinary course of business); (v) 
made or permitted 
any amendment or termination of any contract, agreement or 
license to which it 
is a party if such amendment or termination is material, 
considering the 
business of MCC; or (vi) issued, delivered or agreed to 
issue or deliver any 
stock, bonds or other corporate securities including 
debentures (whether 
authorized and unissued or held as treasury stock); and 

(d)  MCC has not become subject to any law or regulation 
which materially and 
adversely affects the business, operation, properties, 
assets or financial 
condition of MCC.

Section 2.10  Title to Personal and Real Property.  

(a)  Except as disclosed in the most recent balance sheet 
included in the MCC 
Schedules, MCC has title to all of its properties, 
inventory, know-how, 
interests in properties, and assets, which are reflected in 
such balance sheet 
or acquired after that date (except those sold or otherwise 
disposed of since 
such date in the ordinary course of business) or are used in 
MCC's business, 
free and clear of all material mortgages, security 
interests, royalties, 
liens, pledges, charges or encumbrances, except (i) 
statutory liens or claims 
not yet delinquent; (ii) such imperfections of title and 
easements as do not 
and will not materially detract from or interfere with the 
present or proposed 
use of the properties subject thereto or affected thereby or 
otherwise 
materially impair present business operations on such 
properties; and (iii) as 
described on the MCC Schedules.  All personal property held 
by MCC is in a 
state of good maintenance and repair, excepting reasonable 
wear and tear, and 
is adequate and suitable for the purposes for which it is 
presently being 
used.

(b)  MCC does not own any real property in fee simple.

(c)  Included in the MCC Schedules is an accurate and 
complete list of all 
personal property owned by MCC or used in its business and 
having a purchase 
price of over Five Thousand Dollars ($5,000), together with 
a description of 
any mortgages, financing instruments or other encumbrances 
to the title to 
such properties.  Also included in the MCC Schedules are 
copies of all leases 
for real and personal property to which MCC is a party.  
Except as disclosed 
in the MCC Schedules, each such lease is in full force and 
effect; all rents 
and additional fees due to date on each such lease have been 
paid; in each 
case, the lessee has been in peaceable possession since the 
commencement of 
the original term of such lease and is not in default 
thereunder and no 
waiver, indulgence of postponement of the lessee's 
obligations thereunder has 
been granted by the lessor; and there exists no event of 
default or event, 
occurrence, condition or act, which, with the giving of 
notice, the lapse of 
time or the happening of any further event or condition, 
would become a 
default under such lease, the occurrence of which would have 
a material 
adverse affect on MCC.  Except as set forth in the MCC 
Schedules, MCC has not 
violated any of the terms or conditions under any such lease 
in any material 
respect, and all of the material covenants to be performed 
by any other party 
under any such lease have been fully performed.  The 
property leased by MCC is 
in a state of good maintenance and repair, excepting 
reasonable wear and tear, 
and is suitable for the purposes for which it is presently 
being used.

Section 2.11  Intellectual Property.  MCC owns the entire 
right, title and 
interest in and to its proprietary intellectual property 
listed in the MCC 
Schedules, including all of the trade secrets, technology, 
know-how, trade 
names, trademarks, service marks, copyrights, patents, 
patent applications, 
registrations, and applications with respect thereto, and 
other proprietary 
information owned or used in connection with its 
business(collectively, the 
("Intellectual Property").  Except as set forth in the MCC 
Schedules, such 
Intellectual Property is not subject to the payment of 
royalties or the 
performance of any other obligation owed to any person or 
entity.  Neither the 
Shareholders nor any other employee or former employee of 
MCC owns, directly 
or indirectly, any right, title or interest in or to the 
Intellectual 
Property.  None of the Intellectual Property is subject to 
any material order, 
decree, judgment, stipulation, settlement, encumbrance or 
attachment.  There 
are no pending or threatened proceedings, litigation or 
other adverse claims 
of which MCC is aware, affecting or with respect to the 
Intellectual Property. 
 The Intellectual Property does not infringe on the 
copyright, patent, trade 
secret, know-how or other proprietary right of any other 
person or entity and 
comprises all such rights necessary to permit the operation 
of the business of 
MCC as now being conducted and as proposed to be conducted.

Section 2.12  Litigation and Proceedings.  There are no 
actions, suits or 
proceedings pending or, to the knowledge of MCC and the 
Shareholders, 
threatened by or against MCC or affecting MCC or its 
properties, at law or in 
equity, before any court or other governmental agency or 
instrumentality, 
domestic or foreign, or before any arbitrator of any kind.  
MCC is not in 
material default with respect to any judgment, order, writ, 
injunction, 
decree, award, rule or regulation of any court, arbitrator, 
governmental 
agency or instrumentality.

Section 2.13  Contracts.

(a)  Included in the MCC Schedules is a description of every 
contract, 
agreement, distributorship, franchise, license or other 
agreement, arrangement 
or commitment to which MCC is a party or by which its assets 
or properties are 
bound, which calls for the payment by MCC of more than Two 
Thousand Dollars 
($2,000) per month, or Twenty-Four Thousand Dollars 
($24,000) in the 
aggregate;

(b)  Except as described in this Agreement or the MCC 
Schedules, MCC is not a 
party to or bound by, and the properties of MCC are not 
subject to, any 
contract, agreement, other commitment or instrument or other 
corporate 
restriction or any judgment, order, writ, injunction, decree 
or award which 
materially and adversely affects, or in the future may (as 
far as MCC can now 
reasonably foresee) materially and adversely affect, the 
business operations, 
properties, assets or financial condition of MCC; and 

(c)  Except as included or described in the MCC Schedules or 
reflected in the 
most recent MCC balance sheet, MCC is not a party to any 
oral or written (i) 
contract for the employment of any officer, director or 
employee, whose 
compensation is greater than Five Thousand Dollars  ($5,000) 
per month, which 
is not terminable on thirty (30) days (or less) notice; (ii) 
profit sharing, 
bonus, deferred compensation, stock option, severance pay, 
pension benefit or 
retirement plan, agreement or arrangement covered by Title 
IV of the Employee 
Retirement Income Security Act, as amended; (iii) agreement, 
contract or 
indenture relating to the borrowing of money in amounts 
greater than One 
Thousand Dollars ($1,000) in the aggregate; (iv) guarantee 
of any obligation 
for the borrowing of money or otherwise, excluding 
endorsements made for 
collection and other guarantees of obligations, which, in 
the aggregate, do 
not exceed One Thousand Dollars ($1,000); (v) consulting or 
other similar 
contracts with an unexpired term of more than one (1) year 
or providing for 
payments in excess of One Thousand Dollars ($1,000) in the 
aggregate; (vi) 
collective bargaining agreement; (vii) agreement with any 
present or former 
officer or director of MCC whose compensation was or is 
greater that Five 
Thousand Dollars ($5,000) per month; or (viii) other 
contract, agreement or 
other commitment involving payments by it in the future of 
more than Ten 
Thousand Dollars ($10,000) in the aggregate per agreement.

Section 2.14  Material Contract Defaults.  MCC is not in 
default in any 
material respect under the terms of any outstanding 
contract, agreement, lease 
or other commitment which is material to the business, 
operations, properties, 
assets or financial condition of MCC, and there is no event 
of default or 
other event which, with notice or the lapse of time or both, 
would constitute 
a default in any material respect under any such contract, 
agreement, lease or 
other commitment in respect of which MCC has not taken 
adequate steps to 
prevent such default occurring.

Section 2.15  Insurance Claims.  During the last (3) three 
years, MCC has not 
filed any claims for damages, whether or not covered by 
insurance, for amounts 
greater than Five Thousand Dollars ($5,000).  MCC and the 
Shareholders are not 
currently aware of any pending or unasserted claims.

Section 2.16  No Conflict with Other Instruments.  The 
execution of this 
Agreement and the consummation of the transactions 
contemplated by this 
Agreement will not result in the breach of any term or 
provision of, or 
constitute an event of default under, any material 
indenture, mortgage, deed 
of trust or other material contract, agreement or instrument 
to which MCC is a 
party or to which any of its properties or operations are 
subject, which would 
have a material adverse affect on MCC.

Section 2.17  Governmental Authorizations.  MCC has all 
licenses, franchises, 
permits, and other governmental authorizations that are 
legally required to 
enable it to conduct its business in all material respects 
as conducted on the 
date hereof or as presently contemplated.  Except for 
compliance with federal 
and state securities and corporation laws, as hereinafter 
provided, no 
authorization, approval, consent or order of, or 
registration, declaration or 
filing with, any court or other governmental body is 
required in connection 
with the execution and delivery by MCC of this Agreement and 
the consummation 
by MCC of the transactions contemplated hereby.

Section 2.18  Compliance with Laws and Regulations.  MCC has 
complied with all 
applicable statutes and regulations of all federal, state or 
other 
governmental entity or agency thereof, except to the extent 
that noncompliance 
would not materially and adversely affect the business, 
operations, 
properties, assets or financial condition of MCC or except 
to the extent that 
noncompliance would not result in the incurrence of any 
material liability of 
MCC.  Included in the MCC Schedules is a copy of each letter 
of inquiry, 
review or investigation or other writing from or to any 
governmental 
authority, evidencing a violation or possible or alleged 
violation of any of 
the foregoing.

Section 2.19  Insurance.  Included in the MCC Schedules is a 
complete list of 
all business liability, casualty, automobile, extended 
coverage, and other 
insurance policies which MCC maintains respecting its 
products, services, 
business, properties, and employees, showing  for each type 
of coverage the 
policy limits, principal exclusions, deductibles, insurer, 
premiums, term, and 
other relevant information.  Such policies are in full force 
and effect and 
are free from any right of termination by the insurance 
carriers.  All of the 
insurable properties of MCC are insured for its benefit in 
the amount of their 
full replacement value (subject to reasonable deductibles) 
against losses due 
to fire and other casualty, with extended coverage, and 
other risks 
customarily insured against by persons operating similar 
properties in the 
localities where such properties are located and under valid 
and enforceable 
policies issued by insurers of recognized responsibility.

Section 2.20  Transactions with Affiliates.  Set forth in 
the MCC Schedules is 
a description of every contract, agreement or arrangement 
between MCC and any 
person who is or has ever been during the previous three (3) 
years an officer 
or director of MCC or person owning of record, or known to 
MCC to own 
beneficially, five percent (5%) or more of the issued and 
outstanding common 
stock of MCC and which is to be performed in whole or in 
part after the date 
hereof.  In all of such circumstances, the contract, 
agreement or arrangement 
was for a bona fide business purpose of MCC and the amount 
paid or received, 
whether in cash, services or in kind, was, has been during 
the full term 
thereof, and is required to be during the unexpired portion 
of the term 
thereof, no less favorable to MCC than terms available from 
otherwise 
unrelated parties in arms' length transactions.  Except as 
set forth in the 
MCC Schedules or otherwise disclosed herein, no officer or 
director of MCC or 
five percent (5%) shareholder of MCC has, or has had since 
the inception of 
MCC,  any interest, directly or indirectly, in any material 
transaction with 
MCC.  The MCC Schedules also include a description of any 
commitment by MCC, 
whether written or oral, to lend any funds to, borrow any 
money from, or enter 
into any other material transaction with, any such 
affiliated person.

Section 2.21  Labor Agreements and Actions.  MCC is not 
bound by or subject to 
(and none of its assets or properties is bound by or subject 
to) any written 
or oral, express or implied, contract, commitment or 
arrangement with any 
labor union, and no labor union has requested or sought to 
represent any of 
the employees, representatives or agents of MCC.  There is 
no strike or other 
labor dispute involving MCC pending or threatened, which 
could have a material 
adverse effect on the assets, properties, financial 
condition, operating 
results or business of MCC or (as such business is presently 
conducted and it 
is proposed to be conducted), and MCC is not aware of any 
labor organization 
activity involving its employees.  MCC is not aware that any 
officer or key 
employee, or that any group of key employees, intends to 
terminate their 
employment with MCC, nor does MCC have a present intention 
to terminate the 
employment of any of the foregoing.  Except as set forth in 
the MCC Schedules, 
the employment of each officer and employee of MCC is 
terminable at the will 
of MCC.

Section 2.22  Pension Reform Act of 1974.  Except as set 
forth in the MCC 
Schedules, MCC does not have any unfunded pension liability 
to the Pension 
Benefit Guaranty Corporation or any other person or entity 
in connection with 
any retirement, pension plan or similar arrangement.

Section 2.23  Hazardous Substances.

(a)  The following words and phrases shall have the meanings 
indicated:

(i)  "Current Actual Knowledge" shall mean that no 
information that would give 
MCC actual knowledge of the inaccuracy of any statements has 
come to the 
attention of MCC and/or its directors and officers; however, 
no special or 
independent investigation has been undertaken to determine 
the accuracy of 
such statements.

(ii)  "Environment" shall mean soil, surface waters, ground 
waters, land, 
stream sediments, surface or subsurface strata, ambient air, 
and any 
environmental medium.

(iii)  "Environmental Law" shall mean any environmental 
related law, 
regulation, rule, ordinance or bylaw at the federal, state 
or local level 
existing as of the date hereof.

(iv)  "Hazardous Material" shall mean any pollutant, toxic 
substance, 
hazardous waste, hazardous material, hazardous substance or 
oil as currently 
defined in the ReMCC Conservation and Recovery Act, as 
amended, the 
Comprehensive Environmental Response, Compensation, and 
Liability Act, as 
amended, the Federal Clean Water Act, as amended, and any 
other federal, state 
or local environmental law, regulation, ordinance, rule or 
bylaw existing as 
of the date hereof.

(v)  "Permit" shall mean any environmental permit, license, 
approval, consent 
or authorization issued by a federal, state or local 
governmental authority.

(vi)  "Release" shall mean any releasing, spilling, leaking, 
pumping, pouring, 
emitting, emptying, discharging, injecting, escaping, 
leaching, disposing or 
dumping into the Environment.

(vii) "Threat of Release" shall mean a substantial 
likelihood of a Release
which requires action to prevent or mitigate damage to the 
Environment which 
may result from such Release.

(b) To MCC's Current Actual Knowledge, MCC:

(i)  Does not have any material liability under any 
Environmental Laws 
applicable to its operations;

(ii)  Possesses all Permits that are applicable to its 
operations; and

(iii)  Has not been involved in a Release or Threat of 
Release involving any 
Hazardous Material.

(c)  MCC has not violated any Environmental Laws applicable 
to its operation, 
the violation or noncompliance with which would have a 
material adverse effect 
on MCC.

(d)  MCC has not:

(i)  Entered into or been subject to any consent decree, 
compliance order or 
administrative order with respect to its properties or any 
facilities or 
operation thereon:

(ii)  Received written notice under the citizen suit 
provision of any 
violation of any Environmental Law in connection with its 
properties or any 
facilities of operation thereon;

(iii)  Received any written request for information, notice, 
demand letter, 
administrative inquiry or claim with respect to a violation 
of any 
Environmental Law relating to its properties or any 
facilities or operation 
thereon; or

(iv)  Been subject to or threatened in writing with any 
governmental or 
citizen enforcement action with respect to a violation of 
any Environmental 
Law on its properties or at any facilities or operation 
thereon.

Section 2.24  MCC Schedules.  MCC has delivered to CTI the 
following 
schedules, which are collectively referred to as the "MCC 
Schedules."  The MCC 
Schedules shall be updated through the Closing Date and 
shall be certified by 
the chief executive officer of MCC as complete, true, and 
accurate:

(a)  A schedule including copies of the articles of 
incorporation and bylaws 
of MCC in effect as of the date of this Agreement referred 
to in Section 2.01;

(b)  A schedule containing copies of resolutions adopted by 
the board of 
directors of MCC and the Shareholders approving this 
Agreement and the 
transactions herein contemplated as referred to in Section 
2.02;

(c)  A schedule including the financial statements 
identified in Section 2.06;

(d)  A schedule including  copies of all federal income tax 
returns filed for 
the year ended December 31, 1994, identified in Section 
2.06;

(e)  A schedule listing the accounts receivable and notes 
and other 
obligations receivable of MCC as of the date of the most 
recent balance sheet 
included in the MCC Schedules or that arose thereafter other 
than in the 
ordinary course of business, indicating the debtor and 
amount, classifying the 
accounts to show in reasonable detail the length of time, if 
any, overdue, and 
stating the nature and amount of any refunds, set-offs, 
reimbursements, 
discounts or other adjustments, which in the aggregate are 
greater that 
$1,000, due to or claimed by such debtors;

(f)  A schedule listing the accounts payable and notes and 
other obligations 
payable of MCC as of the date of the most recent balance 
sheet included in the 
MCC Schedules or that arose thereafter other than in the 
ordinary course of 
business of MCC, indicating the creditor and amount, 
classifying the accounts 
to show in reasonable detail the length of time, if any, 
overdue, and stating 
the nature and amount of any refunds, set-offs, 
reimbursements, discounts or 
other adjustments, which in the aggregate are greater than 
One Thousand 
Dollars ($1,000), payable by MCC to any one such creditor;

(g)  A schedule setting forth a description of any material 
adverse change in 
the business, operations, property, assets or financial 
condition of MCC since 
the most recent balance sheet included in the MCC Schedules, 
required to be 
provided pursuant to Section 2.09 hereof;

(h)  Copies of all agreements or arrangements and all 
written statements of 
practice followed with regard to the payment of 
compensation, bonuses, 
deferred compensation, profit sharing, pension, vacation, 
retirement or other 
compensation benefits to officers, directors or employees 
whose monthly 
compensation exceeds Five Thousand Dollars ($5,000) ( and 
descriptions of any 
such agreements, arrangements or practices which are not in 
writing), together 
with a schedule setting forth the name and identification of 
each officer, 
director or employee whose monthly compensation exceeds Five 
Thousand Dollars 
($5,000) and of each former officer or former employee of 
MCC who is currently 
being paid or who is entitled to, or may become entitled to, 
compensation in 
amounts greater than Five Thousand Dollars ($5,000) per 
month of any of such 
compensation benefits and the rate or amounts thereof and 
showing the nature 
of any family relationship of such person to each 
Shareholder;

(i)  A schedule containing a description of all personal 
property owned by MCC 
and used in its business and having a purchase price of over 
Ten Thousand 
Dollars ($10,000), including a description of every material 
mortgage, 
financing instrument or encumbrance to which such personal 
property of MCC is 
subject (except statutory liens or claims not yet delinquent 
and except liens, 
claims, encumbrances or equities which do not or in the 
future will not 
materially detract from or interfere with the present or 
proposed use of the 
property subject thereto or affected thereby);

(j)  A schedule containing a description of each lease, 
rental agreement or 
similar instrument, including a description of each oral 
arrangement;

(k)  A schedule setting forth the litigation and proceedings 
as referred to in 
Section 2.12;

(l)  A schedule listing all material contracts, agreements, 
franchises, 
license agreements or other commitments to which MCC is a 
party or by which 
its properties are bound, as referred to in Section 2.14, 
but excluding those 
with affiliates which are described in Section 2.21;

(m)  A schedule of any insurance claims as referred to in 
Section 2.15;

(n)  Copies of all licenses, permits, and other governmental 
authorizations 
(or requests or applications therefor) pursuant to which MCC 
carries on or 
proposes to carry on its business (except those which are 
immaterial to the 
present or proposed business of MCC), as referred to in 
Section 2.17;

(o)  A schedule describing the matters regarding compliance 
with laws and 
regulations, as referred to in Section 2.18;

(p)  A schedule showing details of all insurance coverage as 
referred to in 
Section 2.19;

(q)  A schedule containing a description of all material 
contracts, leases, 
agreements, and other instruments between MCC and any 
affiliates, as referred 
to in Section 2.20;

(r)  A schedule showing the name and location of each bank 
or other 
institution in which MCC has an account or safe deposit box, 
and the names of 
all persons authorized to draw thereon or to have access 
thereto;

(s)  Copies of all powers of attorney given by MCC now in 
effect or to be in 
effect; and

(t)  A schedule setting forth any other information, 
together with any 
required copies of documents, required to be disclosed in 
the MCC Schedules by 
Sections 2.01 through 2.23.

                               ARTICLE III
                       REPRESENTATIONS AND WARRANTIES
                              OF CTI AND NEWCO

As an inducement to, and to obtain the reliance of MCC and 
the Shareholders, 
CTI and NewCo  each  represent and  warrant as follows:

Section 3.01.  Organization.  CTI and NewCo are corporations 
duly organized, 
validly existing, and in good standing under the laws of the 
States of Nevada 
and Utah, respectively,  and each has the corporate power to 
own all of  its 
properties and assets and to carry on its business in all 
material respects as 
it is now being conducted, and there is no jurisdiction in 
which either is not 
qualified in which the character and location of the assets 
owned by either of 
them or the nature of the business transacted by either of 
them requires 
qualification, except where failure to do so would not have 
a material adverse 
effect on the business or properties of CTI.  Included in 
the CTI Schedules 
(as hereinafter defined) are complete and correct copies of 
the articles of 
incorporation and bylaws of CTI and NewCo as in effect on 
the date hereof.  
The execution and delivery of this Agreement does not, and 
the consummation of 
the transactions contemplated by this Agreement in 
accordance with the terms 
hereof will not, violate any provision of CTI's or NewCo's 
articles of 
incorporation or bylaws. 

Section 3.02  Approval of Agreement.  The boards of 
directors of CTI and NewCo 
have authorized the execution and delivery of this Agreement 
by CTI and NewCo 
and have approved the consummation of the transactions 
contemplated hereby.  
Included in the CTI Schedules are copies of resolutions  
duly adopted by the 
boards of directors of CTI and NewCo evidencing such 
approval.  Such 
resolutions have not been amended, modified, rescinded or 
superseded and 
remains in full force and effect. Each of CTI and NewCo has 
full power, 
authority, and legal right, and has taken all action 
required by law, its 
articles of incorporation, its bylaws, and otherwise, to 
execute and deliver 
this Agreement and to consummate the transactions 
contemplated hereby.

Section 3.03  Authority of CTI and NewCo.  Except as set 
forth in the CTI 
Schedules, each of NewCo and CTI  has the right and 
authority, without the 
prior consent of any other person or entity, to enter into 
this Agreement and 
consummate the transactions contemplated hereby. 

Section 3.04  Capitalization of CTI  The authorized 
capitalization of CTI 
consists of 5,000,000 shares of preferred stock, par value 
$0.001 per share, 
of which 1,000,000 shares are issued and outstanding, and 
25,000,000 shares of 
common stock, par value $0.001 per share, of which 8,654,846 
shares are issued 
and outstanding.  In addition, CTI has reserved 3,008,573 
shares of common 
stock for issuance on the exercise of outstanding and 
committed options, 
delivery of shares on a relocation agreement, the conversion 
of the issued and 
outstanding CTI Preferred Stock, and exercise of options 
pursuant to its 
Employee Stock Purchase Plan.  All issued and outstanding 
shares of CTI Common 
Stock are validly authorized, legally issued, fully paid, 
and nonassessable 
and not issued in violation of any preemptive or other right 
of any person.  
All shares of Exchanged CTI Common Stock to be issued 
pursuant to this 
Agreement are validly authorized and will be, when issued, 
legally issued, 
fully paid, and nonassessable and not issued in violation of 
any preemptive or 
other right of any person. 

Section 3.05  Subsidiaries and Predecessor.  CTI was 
formerly known as 
Mountain Surgical Centers, Inc., which was formerly known as 
Dimension 
Capital.  CTI has sixteen (16) wholly-owned subsidiaries, 
some of which have 
second-tier subsidiaries.

Section 3.06  Financial Statements.

(a)  Included in the CTI Schedules is the audited balance 
sheet of CTI as of 
June 30, 1995, and the related audited statements of 
earnings, stockholders' 
equity, and cash flows for each of the two (2) fiscal years 
ended June 30, 
1995, and 1994, including the notes thereto, together with 
the related 
opinions of the independent certified public accountants of 
CTI.  Also 
included are the unaudited balance sheet as of September 30, 
1995, and the 
related unaudited statements of earnings and cash flows for 
the three months 
ended September 30, 1995, and 1994.

(b)  All such financial statements have been prepared in 
accordance with GAAP 
consistently applied throughout the periods involved.  The 
balance sheets of 
CTI present fairly, as of their respective dates, the 
financial position of 
CTI.  CTI did not have, as of the date of any of said CTI 
balance sheets, 
except as and to the extent reflected or reserved against 
therein, any 
liabilities or obligations (absolute or contingent) which 
should have been 
reflected in a  balance sheet or the notes thereto prepared 
in accordance with 
GAAP, and all assets reflected therein present fairly the 
assets of CTI, in 
accordance with GAAP.  The statements of operations, 
stockholders' equity, and 
cash flows  present fairly the information required to be 
set forth therein 
under  GAAP.  CTI has maintained and will continue to 
maintain a standard 
system of accounting established and maintained in a manner 
permitting the 
preparation of financial statements in accordance with GAAP.

(c)  All such financial statements have been prepared in 
accordance with 
Regulation S-B promulgated by the SEC regarding the form and 
content of 
requirements for financial statements to be filed with the 
SEC. 

Section 3.07  Information.  The information concerning CTI 
set forth in this 
Agreement and in the CTI Schedules and in all filings and 
reports made by CTI 
with and to the SEC is complete and accurate in all material 
respects and, as 
of the date of such information,  does not contain any 
untrue statement of a 
material fact or omit to state a material fact required to 
make the statements 
made, in light of the circumstances under which they were 
made, not 
misleading.

Section 3.08  Options or Warrants.  There are no existing 
warrants, calls, 
commitments or other rights of any character relating to 
authorized and 
unissued CTI stock, except (a) options, warrants, calls or 
commitments, if 
any, to which CTI is not a party and by which it is not 
bound; (b) options to 
acquire an aggregate of not more than 2,000,000 shares of 
CTI Common Stock; 
(c) conversion rights held by the holders of CTI Preferred 
Stock to convert 
such stock into an aggregate of 667,000 shares of CTI Common 
Stock; and (d) an 
aggregate of 483,333 shares of CTI Common Stock for 
convertible debt.

Section 3.09  Absence of Certain Changes or Events.  Except 
as set forth in 
this Agreement or in the CTI Schedules, since the date of 
the most recent CTI 
balance sheet described in Section 3.06 and included in the 
CTI Schedules:

(a)  There has not been (i) any material adverse change in 
the business, 
operation, assets or condition of CTI; or (ii) any damage, 
destruction or loss 
to CTI (whether or not covered by insurance) materially and 
adversely 
affecting the business, operations, assets or conditions of 
CTI;

(b)  CTI has not (i) amended its article of incorporation or 
bylaws; (ii) 
declared or made, or agreed to declare and make, any payment 
of dividends or 
distributions of any assets of any kind whatsoever to 
shareholders or 
purchased or redeemed, or agreed to purchase or redeem, more 
than 50,000 
shares any of its capital stock; (iii) waived any rights of 
value which in the 
aggregate are extraordinary or material considering the 
business of CTI; or  
(iv) made any material change in its method of management, 
operation or 
accounting which is material to CTI;

(c)  CTI  has not (i) granted or agreed to grant any 
options, warrants or 
other rights for its stocks, bonds or other corporate 
securities calling for 
the issuance thereof; (ii) borrowed or agreed to borrow any 
funds or incurred, 
or become subject to, any material obligation or liability 
(absolute or 
contingent) except liabilities incurred in the ordinary 
course of business; 
(iii) paid any material obligation or liability (absolute or 
contingent) other 
than current liabilities reflected in or shown on the most 
recent CTI balance 
sheet and current liabilities incurred since that date in 
the ordinary course 
of business; (iv) sold or transferred, or agreed to sell or 
transfer, any of 
its assets, properties or rights (except assets, properties 
or rights not used 
or useful in its business which, in the aggregate have a 
value of less than 
Ten Thousand Dollars ($10,000) or assets, properties or 
rights disposed of in 
the ordinary course of business); (v) made or permitted any 
amendment or 
termination of any contract, agreement or license to which 
it is a party if 
such amendment or termination is material, considering the 
business of CTI; or 
(vi) issued, delivered or agreed to issue or deliver any 
stock, bonds or other 
corporate securities including debentures (whether 
authorized and unissued or 
held as treasury stock); and 

(d)  To the best knowledge of CTI, CTI has not become 
subject to any law or 
regulation which materially and adversely affects, or in the 
future may 
materially and adversely affect,  the business, operation, 
properties, assets 
or financial condition of CTI.

Section 3.10  Litigation and Proceedings.  There are no 
actions, suits or 
proceedings pending or, to the best knowledge of CTI, 
threatened in writing by 
or against CTI or affecting CTI or its properties, at law or 
in equity, before 
any court or other governmental agency or instrumentality, 
domestic or 
foreign, or before any arbitrator of any kind.  CTI is not 
in material default 
with respect to any judgment, order, writ, injunction, 
decree, award, rule or 
regulation of any court, arbitrator, governmental agency or 
instrumentality.

Section 3.11  No Conflict with Other Instruments.  The 
execution of this 
Agreement and the consummation of the transactions 
contemplated by this 
Agreement will not result in the breach of any term or 
provision of, or 
constitute an event of default under, any material 
indenture, mortgage, deed 
of trust or other material contract, agreement or instrument 
to which CTI is a 
party or to which any of its properties or operations are 
subject, which would 
have a material adverse affect on CTI.

Section 3.12  Material Contract Defaults.  CTI is not in 
default in any 
material respect under the terms of any outstanding 
contract, agreement, lease 
or other commitment which is material to the business, 
operations, properties, 
assets or financial condition of CTI, and there is no event 
of default or 
other event which, with notice or the lapse of time or both, 
would constitute 
a default in any material respect under any such contract, 
agreement, lease or 
other commitment in respect of which CTI has not taken 
adequate steps to 
prevent such default occurring.

Section 3.13  Governmental Authorizations.  Except as set 
forth in the CTI 
Schedules, to the best knowledge of CTI, it has all 
licenses, franchises, 
permits, and other governmental authorizations that are 
legally required to 
enable it to conduct its business in all material respects 
as conducted on the 
date hereof or as presently contemplated.  Except for 
compliance with federal 
and state securities and corporation laws, as hereinafter 
provided, no 
authorization, approval, consent or order of, or 
registration, declaration or 
filing with, any court or other governmental body is 
required in connection 
with the execution and delivery by CTI of this Agreement and 
the consummation 
by CTI of the transactions contemplated hereby.

Section 3.14  Compliance with Laws and Regulations.  Except 
as set forth in 
the CTI Schedules, CTI has complied with all applicable 
statutes and 
regulations of any federal, state or other governmental 
entity or agency 
thereof, except to the extent that noncompliance would not 
materially and 
adversely affect the business, operations, properties, 
assets or financial 
condition of CTI or except to the extent that noncompliance 
would not result 
in the incurrence of any material liability of CTI. 

Section 3.15  CTI Schedules.  CTI has delivered to MCC and 
the Shareholders 
the following schedules, which are collectively referred to 
as the "CTI 
Schedules" and which consist of separate schedules dated as 
of the date of 
execution of this Agreement and updated through the date of 
Closing, and 
instruments and data as of such date, or the date indicated 
on such schedules, 
all certified by the chief executive officer of CTI as 
complete, true, and 
accurate:

(a)  A schedule including copies of the articles of 
incorporation and bylaws 
of CTI and NewCo in effect as of the date of this Agreement, 
as referred to in 
Section 3.01;

(b)  A schedule containing copies of resolutions adopted by 
the boards of 
directors of CTI and NewCo approving this Agreement and the 
transactions 
herein contemplated as referred to in Section 3.02.

(c)  A schedule containing the annual report of CTI on Form 
10-KSB for the 
year ended June 30, 1995 and the quarterly report on Form 
10-QSB for the 
quarter ended September 30, 1995;

(d)  A schedule setting forth a description of any material 
change in the 
business, operations, assets, or condition of CTI since 
September 30, 1995, 
required to be provided pursuant to Section 3.09 hereof; and

(e)  A schedule setting forth any other information, 
together with any 
required copies of documents, required to be disclosed in 
the CTI Schedules by 
Sections 3.01 through 3.14.

                                 ARTICLE IV
                           PLAN OF REORGANIZATION

Section 4.01  Terms of Reorganization.  The consideration 
for the merger of 
MCC into NewCo as a wholly-owned subsidiary of CTI, subject 
to all of the 
terms, covenants, and conditions set forth in this 
Agreement, shall be:

(a)  45,000 shares of CTI's restricted voting common stock; 
and 

(b)  Fifty Thousand Dollars ($50,000) payable at Closing. 

The consideration will be distributed to the Shareholders as 
follows:



Shareholders' Distribution



	Shareholder	       Shares of           Cash at 
	                   CTI Stock           Closing

Richard F. Brothers      12,000              $-0-

William C. 
McCormick                11,666              $50,000

Debbie F. Mattingly      10,667              $-0-

Charles R. Brothers      10,667              $-0-


Section 4.02  The Merger.  The articles of merger and plan 
of merger shall 
provide for the merger of MCC with and into NewCo, with 
NewCo as the surviving 
entity.  The merger shall result in the following:

(a)  The MCC Stock shall be converted into an aggregate of 
Forty-Five Thousand 
(45,000) shares of CTI Common Stock.  All shares of common 
stock held by MCC 
as treasury shares shall be canceled.  The shares of CTI 
Common Stock to be 
issued shall not be registered under the Securities Act or 
applicable state 
securities laws and the certificates representing such 
shares shall contain 
the legend set forth in Section 5.07.

(b)  Upon the  Closing Date of the merger, the Shareholders 
shall, on the 
surrender of the certificate or certificates representing 
the MCC Stock, 
receive a certificate or certificates evidencing shares of 
the Exchanged CTI 
Stock as provided herein.

(c)  On the Effective Date of the merger, the MCC Stock 
shall be canceled, and 
all rights in respect thereof shall cease.

Section 4.03  Tax Obligations.  The Shareholders shall be 
solely responsible 
for any tax due from the Shareholders with respect to the 
receipt by the 
Shareholders of the consideration set forth in Section 4.01 
of the Agreement 
and any tax obligation incurred or accrued by MCC or the 
Shareholders.

Section 4.04  Closing Events.

(a)  The Closing shall take place at the offices of MCC 
located at 627 South 
48th Street, Suite 100, Tempe, Arizona 85281 on or before 
February 10, 1996, 
or at such other place or at such other time or on such 
other date as the 
parties hereto may mutually agree.

(b)  Subject to the terms and conditions of this Agreement, 
at the Closing on 
the Closing Date:

(i)  The Shareholders shall deliver to CTI share 
certificates representing all 
of the MCC Stock duly endorsed in blank or accompanied by 
duly executed stock 
powers (in blank).

(ii)  MCC and the Shareholders shall deliver to CTI  the 
certificates, MCC 
Schedules,  and other documents and instruments to be 
delivered under Section 
2.24 and Article VI  hereof, together with such other items 
as may be 
reasonably requested by the parties hereto and their 
respective legal counsel 
in order to effectuate or evidence the transactions 
contemplated hereby.

(iii)  CTI  shall pay to the Shareholders the amount of cash 
which the 
Shareholders have the right to receive in respect of the 
surrendered MCC Stock 
pursuant to Section 4.01(b). 

(iv)  CTI shall deliver to the Shareholders share 
certificates representing 
the Exchanged CTI Stock which the Shareholders have the 
right to receive in 
respect of the surrendered MCC Stock pursuant to Section 
4.01(a), issued in 
such names and in such denominations as are designated by 
the Shareholders not 
less than five days before the Closing Date.

(v)  CTI  shall deliver to MCC and the Shareholders the 
certificates, CTI 
Schedules, and other documents and instruments to be 
delivered under Section 
3.15 and Article VII  hereof, together with such other items 
as may be 
reasonably requested by the parties hereto and their 
respective legal counsel 
in order to effectuate or evidence the transactions 
contemplated hereby.

(c)  CTI, NewCo, and MCC, respectively, each shall use its 
reasonable efforts 
to take all such action as may be necessary or appropriate 
to effectuate the 
merger as provided herein.  If, at any time after the 
Closing Date, any 
further action is necessary or desirable to carry out the 
purposes of this 
Agreement and to vest NewCo with full right, title and 
possession to all 
properties, interests, assets, rights, privileges, 
immunities, powers and 
franchises of MCC, the officers of NewCo are fully 
authorized in the name of 
MCC and NewCo or otherwise to take, and shall take, all such 
lawful and 
necessary action.

Section 4.05  Effective Date.  The Effective Date of the 
merger shall be the 
date, as defined in the articles of merger or plan of 
merger, on which the 
merger of MCC with and into NewCo shall become effective in 
accordance with 
the laws of the State of Utah.  

Section 4.06  Effect of Merger.  On the Effective Date of 
the merger, NewCo 
and MCC shall cease to exist separately, and MCC shall be 
merged with and into 
NewCo, the surviving corporation, in accordance with the 
provisions of this 
Agreement, the articles of merger, and the plan of merger, 
and in accordance 
with the provisions of and with the effect provided in the 
corporation laws of 
the State of Utah.  NewCo, as the surviving corporation, 
shall possess all the 
rights, privileges, franchises, and trust and fiduciary 
duties, powers, and 
obligations, of a private as well as of a public nature, and 
be subject to all 
the restrictions, obligations, and duties of each of NewCo 
and MCC; all 
property, real, personal, and mixed, and all debts due to 
either of NewCo or 
MCC on whatever account and all other things belonging to 
each of NewCo and 
MCC and all property, rights, privileges, powers, and 
franchises, and all and 
every other interest shall be thereafter the property of 
NewCo as they were of 
NewCo and MCC; the title to any real estate, whether vested 
by deed or 
otherwise, in either NewCo or MCC shall not revert or be in 
any way impaired 
by reason of the merger; provided, however, that all rights 
of creditors and 
all liens on any property of either NewCo or MCC shall be 
preserved 
unimpaired, and all debts, liabilities, and duties of NewCo 
and MCC shall 
thenceforth attach to NewCo and may be enforced against it 
to the same extent 
as if such debts, liabilities, and duties had been incurred 
or contracted by 
NewCo.

Section 4.07  Termination.

(a) This Agreement and the merger contemplated hereby may be 
terminated at any 
time prior to the Effective Date by the mutual consent of 
both CTI and MCC 
through action of their respective boards of directors.  In 
the event of 
termination pursuant to this Section 4.07(a), no obligation, 
right, remedy, or 
liability shall arise hereunder, and the parties shall bear 
their own costs 
incurred in connection with the preparation and execution of 
this Agreement, 
the preparation and review of financial statements required 
to be delivered 
pursuant hereto, and the negotiation of the transactions 
contemplated hereby.
(b)This Agreement and the merger may be terminated at any 
time prior to the 
Effective Date by action of CTI's board of directors if MCC 
shall fail to 
comply in any material respect with any of its covenants or 
agreements 
contained in this Agreement or if any of the representations 
or warranties of 
MCC contained herein shall be inaccurate in any material 
respect.  In the 
event of termination pursuant to this Section 4.07(b), no 
obligation, right, 
remedy, or liability shall arise hereunder, and the parties 
shall bear their 
own costs incurred in connection with the preparation and 
execution of this 
Agreement, the preparation and review of financial 
statements required to be 
delivered pursuant hereto, and the negotiation of the 
transactions 
contemplated hereby.

(c)  This Agreement and the merger may be terminated at any 
time prior to the 
Effective Date by action of MCC's board of directors if CTI 
or NewCo shall 
fail to comply in any material respect with any of their 
covenants or 
agreements contained in this Agreement or if any of the 
representations or 
warranties of CTI or NewCo contained herein shall be 
inaccurate in any 
material respect.  In the event of termination pursuant to 
this Section 
4.07(c), no obligation, right, remedy, or liability shall 
arise hereunder, and 
the parties shall bear their own costs incurred in 
connection with the 
preparation and execution of this Agreement, the preparation 
and review of 
financial statements required to be delivered pursuant 
hereto, and the 
negotiation of the transactions contemplated hereby.

                                   ARTICLE V
                 THE ACQUISITION OF THE EXCHANGED CTI STOCK

Section 5.01  Sale of Securities.  The consummation of this 
Agreement and the 
issuance of the Exchanged CTI Stock as contemplated herein, 
constitutes the 
offer and sale of securities as those terms are defined 
under the Securities 
Act and applicable state statutes.  Such transactions shall 
be consummated in 
reliance on certain exemptions from the registration 
requirements of the 
Securities Act and applicable state statutes which depend, 
among other items, 
on the circumstances under which such securities are 
acquired.

Section 5.02  Representations by the Shareholders.  In order 
to provide 
documentation for reliance upon such exemptions, the 
approval by MCC and the 
Shareholders of this Agreement and the transactions 
contemplated hereby shall 
constitute the parties' acceptance of, and concurrence in, 
the following 
representations and warranties:

(a)  MCC and the Shareholders acknowledge that neither the 
SEC nor the 
securities commission of any state or other federal agency 
has made any 
determination as to the merits of acquiring the Exchanged 
CTI Stock, and that 
the acquisition and ownership of the Exchanged CTI Stock 
involves certain 
risks.

(b)  MCC and the Shareholders have received and read this 
Agreement and the 
annual report of CTI on Form 10-KSB for the year ended June 
30, 1995, and the 
quarterly report on Form 10-QSB for the quarter ended 
September 30, 1995, and 
understand the risks related to the consummation of the 
transactions herein 
contemplated.  MCC and the Shareholders have been given an 
opportunity to meet 
with and ask questions or management of CTI concerning the 
business, 
operations, and assets of CTI and the transactions 
contemplated by this 
Agreement.

(c)  The Shareholders have such knowledge and experience in 
business and 
financial matters that they are capable of evaluating CTI 
and its business 
operations.

(d)  The Shareholders are acquiring the Exchanged CTI Stock 
for their own 
account and not with a view for resale to others.

Section 5.03  Investment Intent.  The Shareholders have not 
offered or sold 
any securities of CTI or interest in this Agreement and have 
no present 
intention of dividing the Exchanged CTI Stock to be received 
or the rights 
under this Agreement with others or of reselling or 
otherwise disposing of any 
portion of such stock or rights, either currently or after 
the passage of  a 
fixed or determinable period of time or on the occurrence or 
nonoccurrence of 
any predetermined event or circumstance.

Section 5.04  No Public Solicitation.  MCC and the 
Shareholders were at no 
time solicited by any leaflet, public promotional meeting, 
circular, newspaper 
or magazine article, radio or television advertisement, or 
any other form of 
general advertising or solicitation in connection with the 
offer, sale, or 
purchase of the Exchanged CTI Stock through this Agreement.

Section 5.05  Ability to Bear Risk of Investment.  The 
Shareholders have 
adequate means of providing for their current needs and 
possible contingencies 
and have no need now, and anticipate no need in the 
foreseeable future, to 
sell the Exchanged CTI Stock obtained through this 
Agreement.  The 
Shareholders are able to bear the economic risks of this 
investment, and 
consequently, without limiting the generality of the 
foregoing, are able to 
hold the Exchanged CTI Stock to be received for an 
indefinite period of time 
and have a sufficient net worth to sustain a loss of the 
entire investment, in 
the event such loss should occur.

Section 5.06  No Registration.  The Shareholders understand 
that the Exchanged 
CTI Stock has not been registered, but is being acquired by 
reason of a 
specific exemption under the Securities Act as well as under 
certain state 
statutes for transactions by an issuer not involving any 
public offering and 
that any disposition of the subject Exchanged CTI Stock may, 
under certain 
circumstances, be inconsistent with this exemption and may 
make the 
Shareholders "underwriters" within the meaning of the 
Securities Act.  It is 
understood that the definition of "underwriter" focuses upon 
the concept of 
"distribution" and that any subsequent disposition of the 
subject Exchanged 
CTI Stock can only be effected in transactions which are not 
considered 
synonymous with "public offering" or any other offer or sale 
involving general 
solicitation or general advertising.  Under present law, in 
determining 
whether a distribution occurs when securities are sold into 
the public market, 
under certain circumstances one must consider the 
availability of public 
information regarding the issuer, a holding period for the 
securities 
sufficient to assure that the persons desiring to sell the 
securities without 
registration first bear the economic risk of their 
investment, and a 
limitation on the number of securities which the shareholder 
is permitted to 
sell and on the manner of sale, thereby reducing the 
potential impact of the 
sale on the trading markets.  These criteria are set forth 
specifically in 
Rule 144 promulgated under the Securities Act, and, after 
two years after the 
date the Exchanged CTI Stock is fully paid for, as 
calculated in accordance 
with Rule 144(d), sales of securities in reliance upon Rule 
144 can only be 
made in limited amounts in accordance with the terms and 
conditions of that 
rule.  After three years from the date the securities are 
fully paid for, as 
calculated in accordance with Rule 144(d), they can 
generally be sold without 
meeting those conditions, provided the holder is not (and 
has not been or the 
preceding three months) an affiliate of the issuer.

Section 5.07  Restrictions on Transfer.  The Shareholders 
acknowledge that the 
shares of Exchanged CTI Stock must be held and may not be 
sold, transferred, 
or otherwise disposed of for value unless they are 
subsequently registered 
under the Securities Act or an exemption from such 
registration is available. 
 CTI is under no obligation to register the Exchanged CTI 
Stock under the 
Securities Act.  If Rule 144 is available (and no assurance 
is given that it 
will be), only sales of such Exchanged CTI Stock in limited 
amounts can be 
made in reliance upon Rule 144 in accordance with the terms 
and conditions of 
that rule.  CTI is under no obligation to the undersigned to 
make Rule 144 
available, and in the event Rule 144 is not available, 
compliance with 
Regulation A or some other disclosure exemption may be 
required before the 
Shareholders can sell, transfer, or otherwise dispose of 
such Exchanged CTI 
Stock without registration under the Securities Act.  CTI's 
registrar and 
transfer agent will maintain a stop transfer order against 
the registration of 
transfer of the Exchanged CTI Stock, and the certificate 
representing the 
Exchanged CTI Stock will bear a legend in substantially the 
following form so 
restricting the sale of such securities:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
REGISTERED 
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 
"SECURITIES ACT") AND 
ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 
PROMULGATED 
UNDER THE SECURITIES ACT.  THE SECURITIES HAVE BEEN ACQUIRED 
FOR 
INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT 
COMPLYING WITH 
RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR 
OTHER COMPLIANCE 
UNDER THE SECURITIES ACT.

Section 5.08  Stop Order.  CTI may refuse to register 
transfer of the 
Exchanged CTI Stock in the absence of compliance with Rule 
144 unless the 
Shareholders furnish the issuer with an opinion of counsel 
reasonably 
acceptable to CTI stating that the transfer is permitted 
under applicable law.

Section 5.09  Additional Documentation.  In order to more 
fully document 
reliance on the exemptions as provided herein, the 
Shareholders agree to 
execute and deliver to CTI such further letters of 
representation, 
acknowledgment, suitability, or the like, as CTI and its 
counsel may 
reasonably request in connection with reliance on exemptions 
from registration 
under such securities laws.

Section 5.10  No Legal Opinion.  MCC, the Shareholders, and 
CTI acknowledge 
that the basis for relying on exemptions from registration 
or qualifications 
are factual, depending on the conduct of the various 
parties, and that no 
legal opinion or other assurance will be required or given 
to the effect that 
the transactions contemplated hereby are in fact exempt from 
registration or 
qualification.

Section 5.11  SEC Filings.  CTI agrees that it will file all 
reports required 
to be filed with the SEC pursuant to Section 13 or 15(d) of 
the Exchange Act, 
such that the current public information requirement of Rule 
144(c)(1), 
promulgated under the Securities Act, shall be met.

                                 ARTICLE VI
                   CONDITIONS PRECEDENT TO OBLIGATIONS OF 
CTI

The obligations of CTI and NewCo under this Agreement are 
subject to the 
satisfaction, at or before the Closing Date, of the 
following conditions:

Section 6.01  Accuracy of Representations.  The 
representations and warranties 
made by MCC and the Shareholders in this Agreement shall be 
true as of the 
Closing, and MCC and the Shareholders shall have performed 
or complied with 
all material covenants and conditions required by this 
Agreement to be 
performed or complied with by MCC or the Shareholders, 
respectively, prior to 
or at the Closing.  CTI and NewCo shall be furnished with a 
certificate, 
signed by the chief executive officer of MCC and dated the 
Closing Date, to 
the foregoing effect.

Section 6.02  Officer's Certificate.  CTI and NewCo shall 
have been furnished 
with a certificate dated the Closing Date and signed by the 
duly authorized 
chief executive officer of MCC to the effect that:

(a)  This Agreement has been duly approved by MCC board of 
directors and the 
Shareholders and has been duly executed and delivered in the 
name and on 
behalf of MCC by its duly authorized officer is pursuant to, 
and in compliance 
with, authority granted by MCC's board of directors;

(b)  The representations and warranties of MCC set forth in 
this Agreement are 
true and correct as of the date of the certificate;

(c)  There has been no material adverse change since the 
date of the balance 
sheet included in the MCC Schedules in the financial 
condition, business, or 
operations of MCC nor has any event occurred which, with the 
lapse of time or 
giving of notice, may cause or create any material adverse 
change in the 
financial condition, business, or operations of MCC up to 
and including the 
date of the certificate, except as authorized by this 
Agreement;

(d)  All material conditions required by this Agreement to 
have been met, 
satisfied, or performed by MCC and the Shareholders have 
been met;

(e)  The consummation of the transactions contemplated by 
this Agreement does 
not violate any material law, regulation, order, writ, 
injunction, or decree 
of any court or governmental body or result in the creation 
or imposition of 
any material mortgage, lien, charge, or encumbrance of any 
nature upon any of 
the properties of MCC, pursuant to any mortgage, resolution, 
agreement, or 
instrument to which MCC is a party;

(f)  All material authorizations, consents, approvals, 
registrations, and/or 
filings with any governmental body, agency, or court 
required in connection 
with the execution and delivery of the documents 
contemplated by this 
Agreement by MCC and have been obtained and are in full 
force and effect or, 
if not required to have been obtained will be in full force 
and effect by such 
time as may be required; and

(g)  There is no action, suit, proceeding, inquiry, or 
investigation at law or 
in equity by any public board or body pending or threatened 
in writing against 
so, wherein an unfavorable decision, ruling, or finding 
would have a material 
adverse effect on the financial condition of MCC, the 
operations or business 
of MCC, the acquisition and reorganization contemplated 
herein, or any 
material agreement or instrument by which MCC is bound or 
would in any way 
contest the existence of MCC.

Section 6.03  Good Standing.  CTI and NewCo shall have 
received a certificate 
of good standing with respect to MCC, dated as of a date 
within twenty (20) 
days prior to the Closing Date, certifying what MCC is in 
good standing as a 
corporation in Arizona.

Section 6.04  UCC Certificate.  CTI shall have received an 
Arizona Uniform 
Commercial Code certificate dated as of a date within five 
(5) days of the 
Closing Date to the effect that there are no encumbrances of 
record on the 
assets of MCC, other than those disclosed in the MCC 
Schedules.

Section 6.05  Other Items.  CTI and NewCo shall have 
received such further 
documents, certificates, or instruments relating to the 
transactions 
contemplated hereby as CTI and NewCo may reasonably request.

                                ARTICLE VII
                     CONDITIONS PRECEDENT TO OBLIGATIONS
	                  OF MCC AND THE SHAREHOLDERS

The obligations of MCC and the Shareholders under this 
Agreement are subject 
to the satisfaction, at or before the Closing Date, of the 
following 
conditions:	

Section 7.01  Accuracy of Representations.  The 
representations and warranties 
made by CTI and NewCo in this Agreement shall be true as of 
the Closing and 
CTI and NewCo shall have performed and complied with all 
material covenants 
and conditions required by this Agreement to be performed or 
complied with by 
CTI and NewCo prior to or at the Closing.  MCC shall have 
been furnished with 
a certificate, signed by the duly authorized chief executive 
and principal 
financial or accounting officer or officers of CTI and NewCo 
and dated the 
Closing Date, to the foregoing effect.

Section 7.02  Officer's Certificate.  MCC and the 
Shareholders shall have been 
furnished with certificates dated the Closing Date and 
signed by the duly 
authorized officer or officers of CTI and NewCo to the 
effect that:

(a)  This Agreement has been duly approved by CTI's and 
NewCo's boards of 
directors and has been duly executed and delivered in the 
name and on behalf 
of CTI and NewCo by duly authorized officers pursuant to, 
and in compliance 
with, authority granted by CTI's and NewCo's board of 
directors;

(b)  The representations and warranties of CTI and NewCo set 
forth in this 
Agreement are true and correct as of the date of the 
certificate;

(c)  There has been no material adverse change since the 
date of the balance 
sheet included in the CTI Schedules in the financial 
condition, business, or 
operations of CTI and NewCo nor has any event occurred 
which, with the lapse 
of time or giving of notice, may cause or create any 
material adverse change 
in the financial condition, business, or operations of CTI 
and NewCo, up to 
and including the date of the certificate;

(d)  All material conditions required by this Agreement to 
have been met, 
satisfied, or performed by CTI and NewCo have been met;

(e)  The consummation of the transactions contemplated by 
this Agreement does 
not violate any material law, regulation, order, writ, 
injunction, or decree 
of any court or governmental body or result in the creation 
or imposition of 
any material mortgage, lien, charge, or encumbrance of any 
nature upon any of 
the properties of CTI and NewCo, pursuant to any mortgage, 
resolution, 
agreement, or instrument to which CTI and NewCo is a party;

(f)  All material authorizations, consents, approvals, 
registrations, and/or 
filings with any governmental body, agency, or court 
required in connection 
with the execution and delivery of the documents 
contemplated by this 
Agreement by CTI and NewCo have been obtained and are in 
full force and effect 
or, if not required to have been obtained, will be in full 
force and effect by 
such time as may be required; and

(g)  There is no action, suit, proceeding, inquiry, or 
investigation at law or 
in equity by any public board or body pending or threatened 
in writing against 
CTI and NewCo, wherein an unfavorable decision, ruling, or 
finding would have 
a material adverse effect on the financial condition or 
operation of CTI and 
NewCo, or the merger contemplated herein, or any material 
agreement or 
instrument by which CTI and NewCo are bound or would in any 
way contest the 
existence of CTI and NewCo.

Section 7.03  Good Standing.  MCC and the Shareholders shall 
have received a 
certificate of good standing from the Secretary of State of 
Nevada with 
respect to CTI, dated as of a date within ten (10) days 
prior to the date of 
this Agreement, certifying that CTI is in good standing as a 
corporation in 
the State of Nevada.

Section 7.04   Other Items.  MCC and the Shareholders shall 
have received such 
further documents, certificates, or instruments relating to 
the transactions 
contemplated hereby as MCC and the Shareholders may 
reasonably request.

                                 ARTICLE VIII
                                 MISCELLANEOUS

Section 8.01  Brokers.  CTI and MCC agree that there were no 
finders or 
brokers involved in bringing the parties together or who 
were instrumental in 
the negotiation, execution, or consummation of this 
Agreement.  Further, CTI 
and MCC each agree to indemnify the other against any claim 
by any third 
person for any commission, brokerage, or finder's fee or 
other payment with 
respect to this Agreement or the transactions contemplated 
hereby based on any 
alleged agreement or understanding between such party and 
such third person, 
whether express or implied, resulting from the actions of 
such party.  The 
covenants set forth in this Section 8.01 shall survive the 
Closing and the 
consummation of the transactions herein contemplated.

Section 8.02  Indemnification by the Shareholders.  The 
Shareholders agree to 
indemnify and hold harmless CTI and NewCo and each of their 
respective 
directors and officers, and each person, if any, who 
controls CTI and NewCo 
within the meaning of the Securities Act, from and against 
any and all losses, 
claims, damages, expenses, liabilities or actions and will 
reimburse them for 
any legal or other expenses reasonably incurred by them in 
connection with 
investigating or defending any claims or actions, resulting 
in liability of 
Ten Thousand Dollars ($10,000) or more, insofar as such 
losses, claims, 
damages, expenses, liabilities or actions arise directly out 
of any breach of 
any representation, warranty, covenant, or agreement in this 
Agreement by the 
Shareholders or MCC.  The indemnity agreement contained in 
this Section 8.02 
shall remain operative and in full force and effect, 
regardless of any 
investigation made by or on behalf of CTI and NewCo and 
shall survive the 
consummation of the transactions contemplated by this 
Agreement for a period 
of three (3) years after the Closing Date.

Section 8.03  Indemnification by CTI and NewCo.  CTI and 
NewCo agree to 
indemnify and hold harmless the Shareholders from and 
against any and all 
losses, claims, damages, expenses, liabilities, or actions 
and will reimburse 
them for any legal or other expenses reasonably incurred by 
them in connection 
with investigating or defending any claims or actions, 
resulting in liability, 
insofar as such losses, claims, damages, expenses, 
liabilities or actions, 
resulting in liability of Ten Thousand Dollars ($10,000) or 
more, insofar as 
such losses, claims, damages, expenses, liabilities or 
actions arise directly 
out of any breach of any representation, warranty, covenant, 
or agreement in 
this Agreement by CTI and NewCo.  The indemnity agreement 
contained in this 
Section 8.03 shall remain operative and in full force and 
effect, regardless 
of any investigation made by or on behalf of the 
Shareholders and shall 
survive the consummation of the transactions contemplated by 
this Agreement 
for a period of three (3) years after the Closing Date.

Section 8.04  Tax Treatment.  No representation or warranty 
is being made or 
legal opinion given by any party to any other regarding the 
treatment of this 
transaction for federal or state income taxation.  All 
parties intend for the 
transaction to be treated as a "tax-free" reorganization 
under the provisions 
of the Code and agree to take all corporate action 
necessary, to file all tax 
returns and reports, and prepare financial statements 
consistent with the 
treatment of the transaction as a reorganization under 
Section 368.  Although 
this transaction has been structured in an effort to qualify 
for treatment 
under Section 368 of the Code, there is no assurance that 
any part of this 
transaction in fact meets the requirements for such 
qualification.  Each party 
has relied exclusively on its own legal, accounting, and 
other tax advisers 
regarding the treatment of this transaction for federal and 
state income 
taxes.

Section 8.05  Governing Law.  This Agreement shall be 
governed by, enforced, 
and construed under and in accordance with the laws of the 
United States of 
America and, with respect to matters of state law, with the 
laws of the State 
of Utah.

Section 8.06  Notices.  Any notices or other communications 
required or 
permitted hereunder shall be in writing and shall be deemed 
sufficiently given 
if personally delivered, if sent by facsimile or telecopy 
transmission or 
other electronic communication confirmed by registered or 
certified mail, 
postage prepaid, or if sent by prepaid overnight courier 
addressed as follows:

(a)  If to CTI or NewCo, to:	
 
CTI Technologies, Inc.
986 West Atherton Drive
Salt Lake City, UT 84123
Attention:  Richard N. Beckstrand
Fax No:  (801) 265-3224
Confirmation (801) 263-1840

With copies to:		

Prince, Yeates & Geldzahler
175 East 400 South, Suite 900
Salt Lake City, UT 84111
Attention:  Gregory E. Lindley
Fax No:  (801) 524-1099

(b)  If to MCC or the Shareholders:		

627 South 48th Street, Suite 100
Tempe, AZ 85281
Attention:  Richard F. Brothers
Fax No:  (602) 829-6917

or such other addresses as shall be furnished in writing by 
any party in the 
manner for giving notices hereunder, and any such notice or 
communication 
shall be deemed to have been given as of the date so 
delivered or sent by 
facsimile or telecopy transmission or other electronic 
communication, or one 
day after the date so sent by overnight courier.

Section 8.07  Attorneys' Fees.  In the event that any party 
institutes any 
action or suit to enforce this Agreement or to secure relief 
from any default 
hereunder or breach hereof, the breaching party or parties 
shall reimburse the 
nonbreaching party or parties for all costs, including 
reasonable attorneys' 
fees, incurred in connection therewith and in enforcing or 
collecting any 
judgment rendered therein.

Section 8.08  Costs.  Each of the parties shall bear its 
respective costs 
associated with this Agreement and the transactions 
contemplated hereby, 
including legal fees, accounting fees, and other costs and 
expenses.

Section 8.09  Schedules; Knowledge.  Whenever in any section 
of this Agreement 
reference is made to information set forth in the CTI 
Schedules or MCC 
Schedules such reference is to information specifically set 
forth in such 
schedules and clearly referenced to identify the section of 
this Agreement to 
which the information relates.  Whenever any representation 
is made to the 
"knowledge" of any party, it shall be deemed to be a 
representation that such 
officer or director has made a reasonable investigation of 
such matters.

Section 8.10  Third-Party Beneficiaries.  This Agreement is 
solely between 
CTI, NewCo and MCC and the Shareholders, and no director, 
officer, 
stockholder, employee, agent, independent contractor, or any 
other person or 
entity shall be deemed to be a third-party beneficiary of 
this Agreement.

Section 8.11  Entire Agreement.  This Agreement, together 
with the other 
agreements entered into between the parties 
contemporaneously with this 
Agreement (this Agreement and such other documents 
collectively referred to as 
the "Transaction Documents"), represent the entire agreement 
between the 
parties relating to the subject matter hereof.  All previous 
agreement between 
the parties, whether written or oral, have been merged into 
the Transaction 
Documents.  The Transaction Documents fully and completely 
express the 
agreement of the parties relating to the subject matter 
hereof.  There are no 
other courses of dealing, understandings, agreements, 
representations, or 
warranties, written or oral, except as set forth in the 
Transaction Documents.

Section 8.12  Survival.  The representations, warranties, 
and covenants of the 
respective parties shall survive the Closing of the 
transactions contemplated 
hereby.

Section 8.13  Counterparts.  This Agreement may be executed 
in multiple 
counterparts, each of which shall be deemed an original and 
all of which taken 
together shall be but a single instrument.

Section 8.14  Amendment or Waiver.  Every right and remedy 
provided herein 
shall be cumulative with every other right and remedy, 
whether conferred 
herein, at law, or in equity, and may be enforced 
concurrently herewith, and 
no waiver by any party of the performance of any obligation 
by the other shall 
be construed as a waiver of the same or any other default 
then, theretofore, 
or thereafter occurring or existing.  This Agreement shall 
only be amended by 
a writing signed by all parties hereto, with respect to any 
of the terms 
contained herein, and any term or condition of this 
Agreement may be waived or 
the time for performance thereof may be extended by a 
writing signed by the 
party or parties for whose benefit the provision is 
intended.

Section 8.15  Severability.  If and to the extent that any 
court of competent 
jurisdiction holds any provision, or any part thereof, of 
this Agreement to be 
invalid or unenforceable, such holding shall in no way 
affect the validity of 
the remainder of this Agreement which shall continue in full 
force and effect.

Section 8.16  Successors and Assigns.  This Agreement shall 
insure to the 
benefit of and be binding on the parties and their 
successors, assigns, heirs, 
executors, and administrators.

IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be 
executed by their respective officers, hereunto duly 
authorized, as of the 
date first above written.


CUSA TECHNOLOGIES, INC.


By_________________________________
Duly Authorized Officer


NEW MEDICAL CLEARING CORPORATION



By________________________________
Duly Authorized Officer


MEDICAL CLEARING CORPORATION
         


By________________________________
Duly Authorized Officer


THE SHAREHOLDERS:


__________________________________
Richard F. Brothers


__________________________________
William C. McCormick


___________________________________
Debbie F. Mattingly


__________________________________
Charles R. Brothers