AGREEMENT AND PLAN OF 
REORGANIZATION


THIS AGREEMENT AND PLAN OF REORGANIZATION (hereinafter 
referred to as this 
"Agreement"), is entered into this 19th day of January, 
1996, by and among 
CUSA TECHNOLOGIES, INC., a Nevada corporation ("CTI"), NEW 
ADVANCED SOLUTIONS 
OF NEVADA, INC., a Nevada corporation and a wholly-owned 
subsidiary of CTI 
("NewCo"), AUTOMATED SOLUTIONS., INC., a Nevada corporation 
("Solutions"),  
and the shareholder of Solutions, HOWARD B. JONES III 
("Shareholder"), 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 
healthcare institutions.  

B.	Solutions is a privately-held corporations involved in 
the marketing and 
servicing of computer software and hardware in the 
commercial and medical 
markets.

C.	NewCo is a newly formed, wholly-owned subsidiary of 
CTI. 

D.	Shareholder owns 97% of the issued and outstanding 
shares of Solutions.

E.	The parties have agreed that Solutions will be merged 
with and into 
NewCo as a wholly-owned subsidiary of CTI, on the terms, and 
subject to the 
conditions, set forth in this Agreement.

F.	The acquisition of Solutions by CTI shall be effected 
through the 
reorganization of Solutions with NewCo, with NewCo as the 
surviving entity.  
In connection with the transaction, the outstanding shares 
of common stock of 
Solutions will be canceled in exchange for shares of 
restricted common voting 
stock of CTI and cash, 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 Solutions and shall 
thereafter continue 
such business as a wholly-owned subsidiary of CTI.

G.	Shareholder also owns 40% of a company known as 
Automated Solutions of 
California, Inc., a California corporation, sometimes 
referred to as 
"California", which he will sell to CTI in exchange for the 
consideration set 
forth in section 6.08.

H.	Solutions owes Tom Jordan and related entities $132,000 
which shall be 
paid by CTI at closing.

I.	The acquisition by CTI of Solutions and the part 
ownership in California 
are interdependent steps and both transactions are required 
to be completed in 
order to effectuate the acquisition.

                                 Agreement

NOW, THEREFORE, based on the stated premises, which are 
incorporated herein by 
this reference, and for and in consideration of the mutual 
covenants and 
agreements hereinafter set forth and the mutual benefits to 
the parties to be 
derived herefrom, it is hereby agreed as follows:

                                 ARTICLE I
                                DEFINITIONS

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

Section 1.01	Solutions.  Automated Solutions, Inc., is a 
Nevada 
corporation.

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

Section 1.03	Closing Date.  The date on which the 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 defined in the 
articles of 
merger or plan of merger, on which the merger of Solutions 
with and into NewCo 
shall become effective in accordance with the laws of the 
state of 
organization.

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 pursuant to this Agreement in 
exchange for the 
shares of Solutions issued and outstanding on the Closing 
Date in order to 
consummate the merger of Solutions with and into NewCo.

Section 1.10	GAAP.  Generally accepted accounting 
principles, as in 
effect on the date of determination, 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	Shareholder.  Howard B. Jones III.

                                  ARTICLE II
                  REPRESENTATIONS, COVENANTS, AND WARRANTIES 
OF
                       SOLUTIONS AND HOWARD B. JONES III

As an inducement to, and to obtain the reliance of, CTI and 
NewCo, Solutions 
and Jones represent and warrant as follows:

Section 2.01	Organization.  Solutions is a corporation 
duly organized, 
validly existing, and in good standing under the laws of the 
state of Nevada 
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 so 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 Solutions. 
 Included in the Solutions Schedules (as hereinafter 
defined) are complete and 
correct copies of the articles of incorporation and bylaws 
of Solutions 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 
Solutions' articles of incorporation or bylaws.

Section 2.02	Approval of Agreement.  The board of 
directors and the 
Shareholder have authorized the execution and delivery of 
this Agreement by 
Solutions and have approved the consummation of the 
transactions contemplated 
hereby.  Included in the Solutions Schedules is a signed 
copy of a consent 
duly adopted by the board of directors and the shareholders 
of Solutions 
evidencing such approval.  Solutions has full power, 
authority, and legal 
right, and has taken all action required by law, its 
articles of 
incorporation, its bylaws, or otherwise, to execute and 
deliver this Agreement 
and to consummate the transactions contemplated hereby.

Section 2.03	Authority of the Shareholder.  Except as set 
forth in 
Solutions Schedule 2.03, the Shareholder 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.  Except 
as set forth in 
Solutions Schedule 2.03, there is no lien, encumbrance, or 
claim by any third 
person with respect to shares of Solutions held by the 
Shareholder.

Section 2.04	Capitalization.  The authorized 
capitalization of Solutions 
consists of 25,000 shares of common stock, par value $1.00 
per share, of which 
23,750 shares are currently issued and outstanding.  97% of 
the issued and 
outstanding stock of Solutions is held by the Shareholder.  
No shares of 
Solutions 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 Solutions or the Shareholder are a party 
or to which they 
are subject.  All issued and outstanding shares of Solutions 
are validly 
authorized, legally issued, fully paid, and nonassessable 
and not issued in 
violation of the preemptive or other right of any person.

Section 2.05	Subsidiaries and Predecessor.  Solutions has 
no subsidiaries 
or any predecessor corporation as that term is defined by 
generally accepted 
accounting principles. Solutions acquired all of the 
business of a sister 
operation in the state of Arizona pursuant to an agreement, 
a copy of which is 
attached hereto as Special Exhibit 1.

Section 2.06	Financial Statements.

(a)	Included in the Solutions Schedules are the unaudited 
balance sheets of 
Solutions as of December 31, 1994 and 1993, and the related 
unaudited 
statements of income and retained earnings for the years 
then ended, and the 
unaudited balance sheets as of September 30, 1995, and the 
unaudited 
statements of income and retained earnings for the year then 
ended.  

(b)	Such financial statements have been prepared in 
accordance with GAAP, 
except as disclosed in the Solutions Schedules.  Solutions 
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 liabilities or obligations 
(absolute or 
contingent) which should be reflected in a combined balance 
sheet prepared in 
accordance with GAAP and all assets reflected therein 
present fairly the 
assets of Solutions, as if such statements were prepared in 
accordance with 
GAAP.  The statements of income present fairly the 
information required to be 
set forth therein  as if such statements were prepared in 
accordance with 
GAAP.  Solutions 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 Solutions and its accounting 
practices are 
sufficient to permit the preparation of audited financial 
statements for the 
periods subsequent to December 31, 1992, in accordance with 
GAAP and 
regulation S-B adopted under the Exchange Act.  Solutions 
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.  Solutions 
and the Shareholder will cooperate fully and assist in the 
preparation of any 
such financial statements, at the cost of CTI.

(d)	Solutions has filed all tax returns and, except as set 
forth in the 
Solutions Schedules, all reports as 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.  Solutions 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 Solutions 
Schedules and all such dates and years and periods prior 
thereto and for which 
Solutions may at said date have been liable in their own 
right or as 
transferee of the assets of, or as successor to, any other 
corporation or 
other entity, except for taxes accrued but not yet due and 
payable.  None of 
such federal income tax returns has been audited or is 
currently being audited 
by the Internal Revenue Service.  Solutions 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 Solutions, its financial condition, 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 limitation applicable to any tax return 
of Solutions.

(e)	The books and records, financial and otherwise, of 
Solutions 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 
Solutions.  Solutions has maintained a system of internal 
accounting controls 
sufficient to provide reasonable assurances 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 Solutions Schedules, the 
latest of the 
balance sheets included in the Solutions Schedules, or in 
the notes thereto, 
Solutions (i) has good and marketable title to its accounts 
receivable, and 
other debts due or recorded in the records and books of 
account of Solutions, 
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 Solutions for 
the total dollar 
amount thereof shown on the books of Solutions and resulted 
from the regular 
course of its business; and (ii) the accounts receivable, 
invoices, and debts 
set forth on the Solutions 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 Solutions or successor personnel and without 
resorting to 
litigation and in any event not later than 180 days after 
the date billed.

Section 2.07	Information.  The information concerning 
Solutions set forth 
in this Agreement and in the Solutions Schedules is complete 
and 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.  Except as set forth in 
the Solutions 
Schedules, there are no existing warrants, calls, 
commitments, or other rights 
of any character relating to authorized and unissued 
Solutions Stock or other 
securities of Solutions, except options, warrants, calls, 
commitments, or 
other rights, if any, to which Solutions is not a party and 
by which it is not 
bound.

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

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

(b)	Solutions has not (i) amended its articles of 
incorporation or bylaws; 
(ii) declared or made, or agreed to declare or make, any 
payment of dividends 
or distributions of any assets of any kind whatsoever to 
stockholders 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 
Solutions; (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 $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)	Solutions 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 balance 
sheet included in the Solutions Schedules 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 $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 Solutions; 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)	Solutions has not become subject to any law or 
regulation which 
materially and adversely affects the business, operations, 
properties, assets, 
or condition of Solutions.

Section 2.10	Title to Personal and Real Property.

(a)	Except as disclosed in the most recent balance sheet 
included in the 
Solutions Schedules, Solutions has good and marketable title 
to all its 
properties, inventory, know-how, interests in properties, 
and assets, which 
are reflected in the most recent balance sheet included in 
the Solutions 
Schedules 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 
Solutions' 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 in the Solutions 
Schedules.  All personal 
property held by Solutions 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)	Solutions does not own any real property in fee simple.

(c)	Included in the Solutions Schedules is an accurate and 
complete list of 
all personal property owned by Solutions or used in its 
business and having a 
purchase price of over $10,000, together with a description 
of any mortgages, 
financing instruments, or other encumbrances to the title to 
such properties. 
 Also included in the Solutions Schedules are copies of all 
leases for real 
and personal property to which Solutions is a party.  Except 
as disclosed in 
the Solutions 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, or postponement of the lessee's 
obligation 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 Solutions.  Except as set forth in the 
Solutions Schedules, 
Solutions 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 Solutions is in a state of good maintenance and 
repair, except 
reasonable wear and tear, and is adequate and suitable for 
the purposes for 
which it is presently being used.

Section 2.11	Intellectual Property.  Solutions owns the 
entire right, 
title, and interest in and to its proprietary software 
listed in the Solutions 
Schedules and, except as listed in the Solutions Schedules, 
to all of the 
trade secrets, technology, know-how, tradenames, trademarks, 
servicemarks, and 
other proprietary information owned by or used in connection 
with the business 
of Solutions, including all copyrights, patents, patent 
applications, 
registrations, and applications with respect thereto 
(collectively the 
"Intellectual Property").  Except as set forth in the 
Solutions Schedules, 
such Intellectual Property is not subject to the payment of 
royalties or any 
other obligation to any other person or entity.  Neither the 
Shareholder nor 
any other employee or former employee of Solutions 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.  Except as set 
forth in the Solutions Schedules, there are no pending or 
threatened in 
writing proceedings, litigation, or other adverse claims of 
which Solutions 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 
Solutions as now being conducted and as proposed to be 
conducted.

Section 2.12	Litigation and Proceedings.  Except as set 
forth in the 
Solutions Schedules, there are no actions, suits, or 
proceedings pending or, 
to the knowledge of Solutions, threatened by or against 
Solutions or affecting 
Solutions 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.  Solutions is not in material 
default with respect to 
any judgment, order, writ, injunction, decree, award, rule, 
or regulation of 
any court, arbitrator, or governmental agency or 
instrumentality.

Section 2.13	Contracts.

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

(b)	Except as described in this Agreement or in the 
Solutions Schedules, 
Solutions is not a party to or bound by, and the properties 
of Solutions are 
not subject to, any contract, agreement, other commitment or 
instrument or any 
charter 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 Solutions can now reasonably foresee) 
materially and 
adversely affect, the business operations, properties, 
assets, or financial 
condition of Solutions; and

(c)	Except as included or described in the Solutions 
Schedules or reflected 
in the most recent Solutions balance sheet, Solutions 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 $5,000 per 
month, which is not 
terminable on 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 
$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 $1,000; 
(v) consulting or 
other similar contract with an unexpired term of more than 
one year or 
providing for payments in excess of $1,000 in the aggregate; 
(vi) collective 
bargaining agreement; (vii) agreement with any present or 
former officer or 
director of Solutions whose compensation was or is greater 
than $5,000 per 
month; or (viii) other contract, agreement, or other 
commitment, except normal 
ongoing monthly operating expenses, involving payments by it 
in the future of 
more than $20,000 in the aggregate per contract.

Section 2.14	Material Contract Defaults.  Except as set 
forth in the 
Solutions Schedules, Solutions 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 Solutions, and there is no event of 
default or other 
event which, with notice or 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 Solutions has not taken 
adequate steps to 
prevent such a default from occurring.

Section 2.15	Insurance Claims.  Except as set forth in the 
Solutions 
Schedules, during the last three years, Solutions has not 
received, or 
informed its insurance carriers of, any claims for damages, 
whether or not 
covered by insurance, for amounts greater than $5,000.  
Solutions is 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 
Solutions is a party or to which any of its properties or 
operations are 
subject, which would have a material adverse affect on 
Solutions.

Section 2.17	Governmental Authorizations.  Solutions 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.  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 Solutions of this Agreement and 
the consummation by 
Solutions of the transactions contemplated hereby.

Section 2.18	Compliance With Laws and Regulations.  
Solutions 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 
Solutions or except 
to the extent that noncompliance would not result in the 
incurrence of any 
material liability for Solutions.  Included in the Solutions 
Schedules is a 
copy of each letter of inquiry, review, or investigation or 
other writing from 
or to any governmental authority subsequent to December 31, 
1991, evidencing a 
violation or possible or alleged violation of any of the 
foregoing.

Section 2.19	Insurance.  Included in the Solutions 
Schedules is a 
complete list of all business liability, casualty, 
automobile, extended 
coverage, and other insurance policies which Solutions 
maintains respecting 
its products, services, business, properties, and employees, 
showing for each 
type of coverage the policy limits, principal exclusions, 
deductibles, 
insurer, 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 Solutions 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 Solutions 
Schedules is a description of every contract, agreement, or 
arrangement 
between Solutions and any person who is or has ever been 
during the previous 
three (3) years an officer or director of Solutions or 
person owning of 
record, or known by Solutions to own beneficially, 5% or 
more of the issued 
and outstanding common stock of Solutions 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 
Solutions and the amount paid or received, whether in cash, 
in 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 Solutions than 
terms available from otherwise unrelated parties in arm's 
length transactions. 
 Except as disclosed in the Solutions Schedules or otherwise 
disclosed herein, 
no officer or director of Solutions or 5% shareholder of 
Solutions has, or has 
had during the preceding three years, any interest, directly 
or indirectly, in 
any material transaction with Solutions.  The Solutions 
Schedules also include 
a description of any commitment by Solutions, 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.  Solutions 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 
Solutions.  There is no 
strike or other labor dispute involving Solutions pending or 
threatened, which 
could have a material adverse effect on the assets, 
properties, financial 
condition, operating results, or business of Solutions or 
(as such business is 
presently conducted and as it is proposed to be conducted), 
and Solutions is 
not aware of any labor organization activity involving its 
employees.  
Solutions is not aware that any officer or key employee, or 
that any group of 
key employees, intends to terminate their employment with 
Solutions, nor does 
Solutions have a present intention to terminate the 
employment of any of the 
foregoing.  Except as set forth in the Solutions Schedules, 
the employment of 
each officer and employee of Solutions is terminable at the 
will of Solutions.

Section 2.22	Pension Reform Act of 1974.  Except as set 
forth in the 
Solutions Schedules, Solutions 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 Solutions current actual knowledge of the inaccuracy of 
any statements 
has come to the attention of Solutions 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, 
groundwaters, 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 Resource Conservation and Recovery Act, as 
amended; the 
Comprehensive Environmental Response, Compensation, and 
Liability Act, as 
amended; the Federal Clean Water Act, as amended; or any 
other federal, state, 
or local environmental law, regulation, ordinance, rule, or 
bylaw, existing as 
of the date hereof.

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

(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 Solutions' Current Actual Knowledge, Solutions does 
not have any 
material liability under any Environmental Law applicable to 
its operations.

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

(d)	Solutions 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 
operations 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 or operations 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 operations 
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 operations 
thereon.

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

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

(b)	A schedule containing copies of resolutions adopted by 
the board of 
directors and shareholders of Solutions 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 years ended December 31, 1994 and 1993, identified in 
section 2.06;

(e)	A schedule listing the accounts receivable and notes 
and other 
obligations receivable of Solutions as of the date of the 
most recent balance 
sheet included in the Solutions Schedules or that arose 
thereafter other than 
in their 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, setoffs, 
reimbursements, discounts, or other adjustments, which in 
the aggregate are 
greater than $1,000, due to or claimed by such debtors;

(f)	A schedule listing the accounts payable and notes and 
other obligations 
payable of Solutions as of the date of the most recent 
balance sheet included 
in the Solutions Schedules or that arose thereafter other 
than in the ordinary 
course of the business of Solutions, 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, setoffs, 
reimbursements, discounts, or other adjustments, which in 
the aggregate are 
greater than $1,000, payable to Solutions from any one such 
creditor;

(g)	A schedule setting forth a description of any material 
adverse change in 
the business, operations, property, inventory, assets, or 
financial condition 
of Solutions since the most recent balance sheet included in 
the Solutions 
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 $5,000 (and descriptions of any such 
agreements, 
arrangements, or practices which are not in writing), 
together with a schedule 
setting forth the name or identification of each officer, 
director, or 
employee whose monthly compensation exceeds $5,000 and of 
each former officer 
or former employee of Solutions who is currently being paid 
or who is entitled 
to, or may become entitled to, compensation in amounts 
greater than $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 
stockholder owning 5% or more of the common stock of 
Solutions;

(i)	A schedule containing a description of all personal 
property owned by 
Solutions or used in its business and having a purchase 
price of over $10,000, 
including a description of every material mortgage, 
financing instrument, or 
encumbrance to which such personal property of Solutions 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 Solutions 
is a party or by 
which their 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 referenced in 
section 2.15;

(n)	Copies of all licenses, permits, and other governmental 
authorizations 
(or requests or applications therefor) pursuant to which 
Solutions carries on 
or proposes to carry on its business (except those which are 
immaterial to the 
present or proposed business of Solutions), 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 Solutions 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 Solutions 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 Solutions now 
in effect or to 
be in effect;

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

                               ARTICLE III
                  REPRESENTATIONS, COVENANTS, AND WARRANTIES 
OF
                        SHAREHOLDER FOR CALIFORNIA

As an inducement to, and to obtain the reliance of, CTI and 
NewCo, Shareholder 
represents and warrants with respect to California as 
follows:

Section 3.01	Organization.  California is a corporation 
duly organized, 
validly existing, and in good standing under the laws of the 
state of 
California 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 
so 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 California.  Included in the California Schedules (as 
hereinafter defined) 
are complete and correct copies of the articles of 
incorporation and bylaws of 
California 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 California's articles of incorporation or 
bylaws.

Section 3.02	Capitalization.  Shareholder owns 40% of the 
issued and 
outstanding stock of California.

Section 3.03	Financial Statements.  To the best of 
Shareholder's 
knowledge:

(a)	Included in the California Schedules are the unaudited 
balance sheets of 
California as of December 31, 1994 and 1993, and the related 
unaudited 
statements of income and retained earnings for the years 
then ended, together 
with the accompanying notes, and the audited balance sheets 
as of September 
30, 1995, and the unaudited statements of income and 
retained earnings for the 
year then ended, together with the accompanying notes.  

(b)	Such financial statements have been prepared in 
accordance with GAAP, 
except as disclosed in the California Schedules.  California 
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 liabilities or 
obligations 
(absolute or contingent) which should be reflected in a 
combined balance sheet 
prepared in accordance with GAAP and all assets reflected 
therein present 
fairly the assets of California, as if such statements were 
prepared in 
accordance with GAAP.  The statements of income present 
fairly the information 
required to be set forth therein  as if such statements were 
prepared in 
accordance with GAAP.  California 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 California and its accounting 
practices are 
sufficient to permit the preparation of audited financial 
statements for the 
periods subsequent to December 31, 1992, in accordance with 
GAAP and 
regulation S-B adopted under the Exchange Act.  California 
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.  California 
and the Shareholder will cooperate fully and assist in the 
preparation of any 
such financial statements, at the cost of CTI.

(d)	California has filed all tax returns and, except as set 
forth in the 
California Schedules, all reports as 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.  California 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 California 
Schedules and all such dates and years and periods prior 
thereto and for which 
California may at said date have been liable in their own 
right or as 
transferee of the assets of, or as successor to, any other 
corporation or 
other entity, except for taxes accrued but not yet due and 
payable.  None of 
such federal income tax returns has been audited or is 
currently being audited 
by the Internal Revenue Service.  California 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 California, its financial condition, 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 limitation applicable to any tax return 
of California.

(e)	The books and records, financial and otherwise, of 
California 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 
California.  California has maintained a system of internal 
accounting 
controls sufficient to provide reasonable assurances 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 California Schedules, the 
latest of the 
balance sheets included in the California Schedules, or in 
the notes thereto, 
California (i) has good and marketable title to its accounts 
receivable, and 
other debts due or recorded in the records and books of 
account of California, 
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 California 
for the total dollar 
amount thereof shown on the books of California and resulted 
from the regular 
course of its business; and (ii) the accounts receivable, 
invoices, and debts 
set forth on the California 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 California or successor personnel and without 
resorting to 
litigation and in any event not later than 180 days after 
the date billed.

Section 3.04	Other Information.  After reasonable 
investigation and to 
Shareholder's best knowledge:

(a)	California owes Shareholder, and Solutions $81,151 for 
services 
rendered;

(b)	There have not been any adverse material changes in 
California's 
business or assets or any loss to its property not covered 
by insurance 
during the last twelve (12) months;

(c)	There are no suits or proceedings pending or threatened 
in writing by or 
against California or affecting California's properties at 
law or in 
equity before any court or other governmental agency or 
instrumentality, 
domestic or foreign, or before any arbiter of any kind;

(d)	California is not in default with respect to any of the 
terms of any 
outstanding contract, lease or other commitment which is 
material to the 
business operation, property, assets or financial situation 
of 
California.  There is no other event of default which will 
with notice 
of lapse of time constitute a default in any material 
respect under any 
such contract, agreement, lease, or other commitment;

(e)	California has complied with all applicable statutes of 
any regulations 
of any federal, state, or other governmental agency, except 
to the 
extent that non-compliance would not materially adversely 
affect the 
business, operations, property, assets or financial 
condition of 
California or to the extent that non-compliance would not 
result in the 
occurrence of any material liability for California.

Section 3.05	No Lien.  There is no lien or other 
encumbrance on the 
shares of California held by Shareholder and such shares may 
be freely 
transferred to CTI.

                                 ARTICLE IV
                 REPRESENTATIONS, COVENANTS, AND WARRANTIES 
OF CTI
                                 AND NEWCO

As an inducement to, and to obtain the reliance of, 
Solutions and the 
Shareholder, CTI and NewCo represent and warrant as follows:

Section 4.01	Organization.  CTI and NewCo are corporations 
duly 
organized, validly existing, and in good standing under the 
laws of the state 
of Nevada, and have the corporate power to own all of their 
properties and 
assets and to carry on their business in all material 
respects as it is now 
being conducted, and there is no jurisdiction in which they 
are not so 
qualified in which either the character and location of the 
assets owned by 
them or the nature of the business transacted by them 
requires qualification, 
except where failure to do so would not have a material 
adverse effect on the 
business or properties of CTI and NewCo, respectively.  
Included in the CTI 
Schedules (as hereinafter defined) are complete and correct 
copies of the 
articles of incorporation and bylaws of CTI and NewCo 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 the 
articles of 
incorporation or bylaws of CTI or NewCo.  CTI and NewCo have 
full power, 
authority, and legal right and have taken all action 
required by law, their 
articles of incorporation, bylaws, and otherwise to 
consummate the 
transactions herein contemplated.

Section 4.02	Approval of Agreements.  The board of 
directors of CTI and 
NewCo, respectively, have authorized the execution and 
delivery of this 
Agreement by CTI and NewCo, respectively, 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.  CTI and NewCo, respectively, have 
full power, 
authority, and legal right, and have taken all action 
required by law, their 
articles of incorporation, their bylaws, or otherwise, to 
execute this 
Agreement and consummate the transactions contemplated 
hereby.

Section 4.03	Authority of CTI and NewCo.  CTI and NewCo 
have the right 
and authority, without the prior written consent of any 
other person or 
entity, to enter into this Agreement and consummate the 
transactions 
contemplated hereby.

Section 4.04	Capitalization.  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 8,584,846 
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 the 
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 the preemptive or other right 
of any person.  
All shares of Exchanged CTI 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 the preemptive 
or other right of 
any person.  NewCo has 1,000 shares of common stock, par 
value $0.001 per 
share authorized, 1,000 shares of which are issued and 
outstanding and held 
solely by CTI (the "NewCo Common Stock").

Section 4.05	Subsidiaries or Predecessor.  CTI was 
formerly known as 
Mountain Surgical Centers, Inc., which was formerly known as 
Dimension 
Capital.  CTI has 13 wholly-owned subsidiaries, some of 
which also have 
second-tier subsidiaries:  CTI, Inc., RK&DR Concepts, Inc. 
dba VERSYSS Data 
Systems, New Outside Force, Inc., New Benchmark Computer 
Systems, Inc., 
Computer Ease, Inc., Medical Computer Management, Inc., 
Benchmark Computer 
Systems of VA., Inc., Benchmark Computer Systems, Inc. 
(Wisconsin), Ford 
Center for Foot Surgery, Inc., Sierra Surgery Center, Inc., 
CTI Resources, 
Inc., Preferred Health Systems, Inc., and Workgroup Design, 
Inc.  All 
references to CTI herein shall be deemed to include its 
subsidiaries and 
predecessor entities.

Section 4.06	Financial Statements.  NewCo has no assets or 
liabilities.

(a)	Included in the CTI Schedules is the audited balance 
sheet of CTI as of 
June 30, 1995, and the related audited statements of income, 
stockholders' 
equity, and cash flows for each of the two 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 sheets 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 such CTI 
balance sheets, 
except as and to the extent reflected or reserved against 
therein, any 
liabilities or obligations (absolute or contingent) which 
should be 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 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 and 
requirements for financial statements to be filed with the 
SEC.

(d)	CTI has filed all tax returns and reports as required 
by law.  All such 
returns and reports are accurate and correct in all material 
respects.  CTI 
has no material 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 CTI balance sheets and all such dates and years 
and periods prior 
thereto and for which CTI may at said date have been liable 
in its own right 
or as transferee of the assets of, or as successor to, any 
other corporation 
or other entity, except for taxes accrued but not yet due 
and payable.  None 
of the federal income tax returns of CTI has been audited or 
is currently 
being audited by the Internal Revenue Service.  CTI has not 
elected pursuant 
to the Code to be treated as an S corporation pursuant to 
section 1362(a) of 
the Code or a collapsible corporation pursuant to section 
341(f) of the Code, 
nor has CTI made any other elections 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 
CTI, its financial 
condition, 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 
limitation applicable 
to any tax return of CTI.

(e)	The books and records, financial and otherwise, of CTI 
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 and 
dispositions of the 
assets of CTI.  CTI has maintained a system of internal 
accounting controls 
sufficient to provide reasonable assurances 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 
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 latest balance sheets of CTI 
or in the notes 
thereto, CTI (i) has good and marketable title to its 
receivables, and other 
debts due or recorded in the records and books of CTI, free 
of any security 
interests or liens and free of any material defenses, 
counterclaims, and set-
offs, and all of such receivables are actual and bona fide 
receivables 
representing obligations for the total dollar amount thereof 
shown on the 
books of CTI and resulted from the regular course of its 
business; and (ii) 
the accounts receivable set forth on the balance sheet of 
CTI arose in the 
ordinary course of business and are collectible in all 
material respects on 
the continuation of reasonable collection efforts by 
personnel of CTI and 
without resorting to litigation and in any event not later 
than 180 days after 
the date billed.

Section 4.07	Information.  The information concerning CTI 
and NewCo 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 4.08	Options or Warrants.  There are no existing 
options, 
warrants, calls, commitments, or other rights of any 
character relating to the 
authorized and unissued NewCo stock or CTI Common Stock, 
except (a) options, 
warrants, calls, or commitment, if any, to which CTI is not 
a party and by 
which it is not bound; (b) options to acquire an aggregate 
of 2,525,240 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) other commitments to issue an 
aggregate of 483,333 
shares of CTI Common Stock.

Section 4.09	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 4.05 and included in 
the CTI 
Schedules:

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

(b)	CTI and NewCo have not (i) amended their articles of 
incorporation or 
bylaws; (ii) declared or made, or agreed to declare or make, 
any payment of 
dividends or distributions of any assets of any kind 
whatsoever to 
stockholders or purchased or redeemed, or agreed to purchase 
or redeem, any of 
their capital stock; (iii) waived any rights of value which 
in the aggregate 
are extraordinary or material; (iv) made any change in its 
method of 
management, operation, or accounting which is material to 
CTI or NewCo; (v) 
entered into any other transaction which is material to CTI 
or NewCo; (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 of CTI; (vii) 
increased the rate of 
compensation payable or to become payable by it to any of 
their officers or 
directors or any of their employees; or (viii) entered into 
any or 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 their respective officers, directors, 
or employees;

(c)	CTI and NewCo have not (i) granted or agreed to grant 
any options, 
warrants, or other rights for their respective 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 their respective 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 
$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 they are a party if such amendment or 
termination is 
material, considering the business of CTI and NewCo; 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 and NewCo, CTI and NewCo 
have not become 
subject to any law or regulation which materially and 
adversely affects, or in 
the future may materially and adversely affect, the 
business, operations, 
properties, assets, or financial condition of CTI or NewCo.

Section 4.10	Litigation and Proceedings.  There are no 
actions, suits, or 
proceedings pending or, to the best knowledge of CTI or 
NewCo, threatened by 
or against CTI or NewCo or affecting them or their 
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.  
Neither CTI nor 
NewCo has any knowledge of any material default on its part 
with respect to 
any judgment, order, writ, injunction, decree, award, rule, 
or regulation of 
any court, arbitrator, or governmental agency or 
instrumentality.

Section 4.11	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 or 
NewCo is a party or to which any of their properties or 
operations are subject 
which would have a material adverse affect on CTI or NewCo.

Section 4.12	Material Contract Defaults.  CTI and NewCo 
are 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 condition of CTI or 
NewCo, and there is no 
event of default or other event which, with notice or 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 or NewCo has not 
taken adequate steps to prevent such a default from 
occurring.

Section 4.13	Governmental Authorizations.  Except as set 
forth in the CTI 
Schedules, to the best knowledge of CTI and NewCo, they have 
all licenses, 
franchises, permits, and other governmental authorizations 
that are legally 
required to enable them to conduct their 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, to the best of their knowledge, 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 or NewCo of this Agreement and 
the consummation 
by CTI and NewCo of the transactions contemplated hereby.

Section 4.14	Compliance With Laws and Regulations.  CTI 
and NewCo have 
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 condition of CTI or NewCo 
or except to the 
extent that noncompliance would not result in the incurrence 
of any material 
liability for CTI or NewCo.  Included in the CTI Schedules 
is a copy of each 
letter of inquiry, review, or investigation or other writing 
from or to any 
governmental authority subsequent to December 31, 1991, 
evidencing a violation 
or possible or alleged violation of any of the foregoing.

Section 4.15	Labor Agreements and Actions.  CTI and NewCo 
are not bound 
by or subject to (and none of their assets or properties are 
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, to the 
best knowledge of CTI or NewCo, has sought to represent any 
of the employees, 
representatives, or agents of CTI or NewCo.  There is no 
strike or other labor 
dispute involving CTI or NewCo pending, or to the best 
knowledge of CTI or 
NewCo threatened, which could have a material adverse effect 
on the assets, 
properties, financial condition, operating results, or 
business of CTI or 
NewCo (as such business is presently conducted and as it is 
proposed to be 
conducted), nor is CTI or NewCo aware of any labor 
organization activity 
involving its employees.  CTI and NewCo are not aware that 
any officer or key 
employee, or that any group of key employees, intends to 
terminate their 
employment with CTI or NewCo, nor does CTI or NewCo have a 
present intention 
to terminate the employment of any of the foregoing.  Except 
as set forth in 
the CTI Schedules, the employment of each officer and 
employee of CTI and 
NewCo is terminable at the will of CTI or NewCo.

Section 4.16	Pension Reform Act of 1974.  Neither CTI nor 
NewCo 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 4.17	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 CTI or NewCo current actual knowledge of the inaccuracy 
of any statements 
has come to the attention of CTI or NewCo and/or their 
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, 
groundwaters, 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 Resource Conservation and Recovery Act, as 
amended; the 
Comprehensive Environmental Response, Compensation, and 
Liability Act, as 
amended; the Federal Clean Water Act, as amended; or any 
other federal, state, 
or local environmental law, regulation, ordinance, rule, or 
bylaw, existing as 
of the date hereof.

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

(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 CTI's and NewCo's Current Actual Knowledge, neither 
CTI nor NewCo has 
any material liability under any Environmental Law 
applicable to their 
operations.

(c)	Neither CTI nor NewCo has violated and both are in 
compliance with all 
Environmental Laws applicable to their operations.

(d)	Neither CTI nor NewCo have:

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

Section 4.18	Intellectual Property.  NewCo owns no 
intellectual property. 
 Except as listed in the CTI Schedules, CTI owns the entire 
right, title, and 
interest in and to the PracticeCare practice management 
software, the MCare 
managed car software, the Carepoint for Clinics patient 
records system, 
certain physician credentialing software, the CUSA System 
and Reliance credit 
union management software, the ComputerEase equipment rental 
company 
management software, and other software solutions for the 
medical, credit 
union, and equipment rental industries and to all of the 
trade secret, 
technology, know-how, tradenames, trademarks, servicemarks, 
and other 
proprietary information owned by or used in connection to 
the business of CTI, 
including all copyrights, patents, patent applications, 
registrations, and 
applications with respect thereto (collectively, the 
"Intellectual Property").

Section 4.19	CTI Schedules.  CTI has delivered to 
Solutions and 
Shareholder 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 34.01;

(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 4.02;

(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 or NewCo 
since December 31, 
1994, required to be provided pursuant to section 4.09 
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 4.01 through 4.18.

                                 ARTICLE VI
                           PLAN OF REORGANIZATION

Section 5.01	Terms of the Reorganization.  The 
consideration for the 
reorganization as contemplated herein and the acquisition of 
Solutions as a 
wholly-owned subsidiary of CTI, subject to all of the terms, 
covenants, and 
conditions set forth in this Agreement, shall be exchange of 
250,000 shares of 
restricted common stock of CTI for all of the issued and 
outstanding shares of 
Solutions.

Section 5.02	The Merger.  The articles of merger and plan 
of merger shall 
provide for the mergers of Solutions with and into NewCo, 
with NewCo as the 
surviving entity.  The merger shall result in the following:

(a)	The Solutions Stock shall be converted into an 
aggregate of 50,000 
shares of CTI Common Stock.  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 6.07.

(b)	Upon the Effective Date of the merger, the Shareholder 
shall, on the 
surrender of the certificate or certificates representing 
the Solutions 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 Solutions 
Stock shall be 
canceled, and all rights in respect thereof shall cease.

(d)	On the Effective Date of the Merger, the issued and 
outstanding stock of 
NewCo, the surviving corporation, shall remain issued and 
outstanding and 
owned by CTI.  NewCo shall continue as a wholly-owned 
subsidiary of CTI and 
the successor to the assets, liabilities, and business of 
Solutions.  NewCo 
shall do business as "New Advanced Solutions of Nevada, 
Inc." immediately 
subsequent to the merger.

Section 5.03	Tax Obligations.  The Shareholder shall be 
solely 
responsible for any tax due from the Shareholder with 
respect to the receipt 
by the Shareholder of the consideration set forth in section 
5.01 of this 
Agreement.

Section 5.04	Closing Events.  At the Closing,

(a)	NewCo and Solutions shall execute and deliver multiple 
copies of the 
articles of merger and related plan of merger in the forms 
attached hereto as 
Exhibit "C" and incorporated herein by reference and all 
other documents 
necessary to effectuate the merger herein contemplated, all 
in such form as 
shall be acceptable to the parties hereto and their 
respective legal counsel 
and shall file such articles of merger and related plan of 
merger with various 
states;

(b)	Each of the respective parties hereto shall execute, 
acknowledge, and 
deliver (or shall cause to be executed, acknowledged, and 
delivered) any and 
all articles of merger, plans of merger, certificates, 
financial statements, 
schedules, agreements, resolutions, or other instruments 
required by this 
Agreement to be so delivered at or prior to the Closing 
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; and

(c)	In addition to the foregoing, each of the parties shall 
execute and 
deliver such additional documents as may reasonably be 
required in order to 
effectuate the transactions herein contemplated in 
accordance with the 
requirements of the Code and shall treat such transactions 
for all tax 
purposes consistently with the other parties' treatment 
thereof and with such 
characterization as a reorganization under Code sections 
368(a)(1)(A) and 
368(a)(2)(D).

Section 5.05	Effective Date.  For corporate law purposes, 
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 Solutions with and 
into NewCo shall 
become effective in accordance with the laws of the states 
of Nevada.  To the 
extent permitted by GAAP, the effective date for financial 
reporting purposes 
shall be January 1, 1996.

Section 5.06	Effect of Merger.  On the Effective Date of 
the merger, 
NewCo and Solutions shall cease to exist separately, and 
Solutions 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 Nevada.  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 Solutions; all property, real, personal, and 
mixed, and all debts 
due to either of NewCo or Solutions on whatever account and 
all other things 
belonging to each of NewCo and Solutions 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 Solutions; 
the title to any 
real estate, whether vested by deed or otherwise, in either 
NewCo or Solutions 
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 Solutions shall be preserved unimpaired, and all 
debts, liabilities, 
and duties of NewCo and Solutions 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 5.07	Termination of Merger.

(a)	This Agreement and the merger contemplated hereby may 
be terminated at 
any time prior to the Effective Date by the consent of the 
Shareholder and by 
both CTI and Solutions through action of their respective 
boards of directors. 
 In the event of termination pursuant to this paragraph (a) 
of section 54.07, 
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 
Solutions 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 
Solutions contained herein shall be inaccurate in any 
material respect.  In 
the event of termination pursuant to this paragraph (b) of 
section 54.07, 
Solutions shall reimburse CTI for its costs and obligations 
with respect to 
the negotiation and documentation of this Agreement and the 
transactions 
contemplated hereby.

(c)	This Agreement and the merger may be terminated at any 
time prior to the 
Effective Date by action of Solutions 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 paragraph (c) 
of section 54.07, CTI shall reimburse Solutions for its 
costs and obligations 
with respect to the negotiation and documentation of this 
Agreement and the 
transactions contemplated hereby.

Section 5.08.	Transaction for California Shares.  
Concurrently with the 
completion of the merger transaction described above, 
Shareholder shall sell 
to CTI all of the shares of California held by Shareholder, 
representing 40% 
of the issued and outstanding stock of California, in 
exchange for a special 
one time payment equal to the greater of 6% of the first 
$600,000 of total net 
revenue of the business of Solutions, California and the 
business of the 
Shareholder d/b/a Automated Systems of Arizona actually 
collected for the 
months of November and December 1995 or $6,000 plus 7% of 
the total net 
revenue actually collected for the months of November and 
December 1995 in 
excess of $600,000.

Section 5.09	Post-Closing Covenants of CTI and NewCo.  
Subsequent to the 
Closing of the transactions contemplated by this Agreement, 
CTI and NewCo, 
jointly and severally, covenant to do as follows:

(a)	CTI and NewCo shall take all actions necessary or 
reasonably requested 
by the Shareholder to enable the Shareholder to sell the 
Exchanged CTI Stock 
without registration under the Securities Act within the 
limitation of the 
exemption provided by Rule 144 under the Securities Act, as 
such rule may be 
amended from time to time, and any similar rules or 
regulations hereafter 
adopted by the SEC, including, without limiting the 
generality of the 
foregoing, filing on a timely basis all reports required to 
be filed by the 
Exchange Act (or, if CTI is not required to file such 
reports, making publicly 
available, at the request of the Shareholder, other 
information necessary to 
enable the Shareholder to sell the Exchanged CTI Stock 
pursuant to such rule). 
 Upon the request of the Shareholder, CTI will deliver to 
the Shareholder a 
written statement as to whether it has complied with such 
requirements.

                                  ARTICLE VI
                   THE ACQUISITION OF THE EXCHANGED CTI 
STOCK

Section 6.01	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 6.02	Representations by the Shareholder.  In order 
to provide 
documentation for reliance upon such exemptions, the 
approval by Solutions and 
the Shareholder of this Agreement and the transactions 
contemplated hereby 
shall constitute the parties' acceptance of, and concurrence 
in, the following 
representations and warranties:

(a)	Solutions and the Shareholder acknowledge that neither 
the Securities 
Exchange Commission 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)	Solutions and the Shareholder have received and read 
this Agreement and 
the annual report of CTI on form 10-K for the year ended 
June 30, 1995, the 
quarterly report on form 10-Q for the quarter ended 
September 30, 1995, and 
understand the risks related to the consummation of the 
transactions herein 
contemplated.  Solutions and the Shareholder have been given 
an opportunity to 
meet with and ask questions of management of CTI concerning 
the business, 
operations, and assets of CTI and the transactions 
contemplated by this 
Agreement.

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

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

Section 6.03	Investment Intent.  The Shareholder 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 6.04	No Public Solicitation.  Solutions and the 
Shareholder 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 6.05	Ability to Bear Risk of Investment.  The 
Shareholder has 
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.  The Shareholder 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 6.06	No Registration.  The Shareholder understands 
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 
Shareholder "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 for the 
preceding three months) an affiliate of the issuer.

Section 6.07	Restrictions on Transfer.  The Shareholder 
acknowledges 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, except as may be expressly agreed 
to by it in 
writing.  If rule 144 is available (and no assurance is 
given that it will be, 
except as provided in section 5.09 of this Agreement, after 
two years and 
prior to three years following the date the shares are fully 
paid for, 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, except 
as may be expressly agreed to by it in writing in this 
Agreement, and in the 
event rule 144 is not available, compliance with regulation 
A or some other 
disclosure exemption may be required before the Shareholder 
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 6.08	Stop Order.  CTI may refuse to register 
transfer of the 
Exchanged CTI Stock in the absence of compliance with rule 
144 unless the 
Shareholder furnish the issuer with an opinion of counsel 
reasonably 
acceptable to CTI stating that the transfer is permitted 
under applicable law.

Section 6.09	Additional Documentation.  In order to more 
fully document 
reliance on the exemptions as provided herein, the 
Shareholder 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 6.10	No Legal Opinion.  Solutions, the 
Shareholder, 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.


                                 ARTICLE VII
                 CONDITIONS PRECEDENT TO OBLIGATIONS OF CTI 
AND NEWCO

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

Section 7.02	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 Solutions to the 
effect that:

(a)	This Agreement has been duly approved by Solutions 
board of directors 
and stockholders and has been duly executed and delivered in 
the name and on 
behalf of Solutions by its duly authorized officers pursuant 
to, and in 
compliance with, authority granted by Solutions board of 
directors;

(b)	The representations and warranties of Solutions 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 Solutions Schedules in the financial 
condition, 
business, or operations of Solutions 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 
Solutions 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 Solutions and 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 Solutions, pursuant to any mortgage, 
resolution, agreement, 
or instrument to which Solutions 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 Solutions 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 Solutions, wherein an unfavorable decision, ruling, 
or finding would 
have a material adverse effect on the financial condition of 
Solutions, the 
operations or business of Solutions, the acquisition and 
reorganization 
contemplated herein, or any material agreement or instrument 
by which 
Solutions is bound or would in any way contest the existence 
of Solutions.

Section 7.03	Employment Agreements With Howard B. Jones 
III.  CTI and 
NewCo shall have entered into Employment Agreements with 
Howard B. Jones III.

Section 7.04	Options.  20,000 options or 85% of fair 
market value to be 
distributed among Solutions employees.

Section 7.05	Good Standing.  CTI and NewCo shall have 
received a 
certificate of good standing with respect to Solutions, 
dated as of a date 
within ten days prior to the Closing Date, certifying that 
Solutions is in 
good standing.

Section 7.06	UCC Certificate.  CTI and NewCo shall have 
received 
certificates dated as of a date within five days of the 
Closing Date to the 
effect that there are no encumbrances of record on the 
assets of Solutions, 
other than those disclosed in the Solutions Schedules.

Section 7.07	Other Items.  CTI shall have received such 
further 
documents, certificates, or instruments relating to the 
transactions 
contemplated hereby as CTI may reasonably request.

Section 7.08	Jordan Payment.  CTI has paid the obligation 
to Tom Jordan 
and related entities.

Section 7.09	Dissenters.  Arrangements have been made to 
deliver shares 
or comply with any dissenters' rights exercised by the other 
shareholders of 
Solutions.

                                ARTICLE VIII
                 CONDITIONS PRECEDENT TO OBLIGATIONS OF
                        SOLUTIONS, AND CALIFORNIA
                           AND THE SHAREHOLDER

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

Section 8.01	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.  
Solutions 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 8.02	Officer's Certificate.  Solutions and the 
Shareholder 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 boards 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 or NewCo, or the acquisition and reorganization 
contemplated herein, or 
any material agreement or instrument by which CTI or NewCo 
is bound or would 
in any way contest the existence of CTI or NewCo.

Section 8.03	Good Standing.  Solutions and the Shareholder 
shall have 
received a certificate of good standing from the Secretary 
of State of Nevada 
with respect to CTI and NewCo, dated as of a date within ten 
days prior to the 
date of this Agreement, certifying that CTI is in good 
standing as a 
corporation in the state of Nevada and NewCo is in good 
standing as a 
corporation in the state of Nevada.

Section 8.04	Jordan Payment.  CTI has paid the obligation 
to Tom Jordan 
and related entities.

Section 8.05	Dissenters.  Arrangements have been made to 
deliver shares 
or comply with any dissenters' rights exercised by the other 
shareholders of 
Solutions.

Section 8.06	Other Items.  Solutions and the Shareholder 
shall have 
received such further documents, certificates, or 
instruments relating to the 
transactions contemplated hereby as Solutions and the 
Shareholder may 
reasonably request.

                                ARTICLE IX
                               MISCELLANEOUS

Section 9.01	Brokers.  CTI and Solutions 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 Solutions 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 9.01 shall survive 
the Closing and 
the consummation of the transactions herein contemplated.

Section 9.02	Indemnification by the Shareholder.  The 
Shareholder agrees 
to indemnify and hold harmless CTI and NewCo each of their 
respective 
directors and officers, and each person, if any, who 
controls CTI or 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, 
insofar as such losses, claims, damages, expenses, 
liabilities, or actions 
arise out of or are based upon any breach of any 
representation, warranty, 
covenant, or agreement in this Agreement by the Shareholder 
or Solutions.  The 
indemnity agreement contained in this section 9.02 shall 
remain operative and 
in full force and effect, regardless of any investigation 
made by or on behalf 
of CTI and shall survive the consummation of the 
transactions contemplated by 
this Agreement for a period of three (3) years after the 
Closing Date.  The 
Shareholder shall only be liable for any indemnity provided 
under this section 
109.02 related to loss in excess of $25,000 (in the 
aggregate) and up to a 
maximum equal to the consideration received by the 
Shareholder under Article 
VI hereof (in the aggregate).

Section 9.03	Indemnification by CTI.  CTI agrees to 
indemnify and hold 
harmless the Shareholder 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 
arise out of or are 
based upon any breach of any representation, warranty, 
covenant, or agreement 
in this Agreement by CTI or NewCo.  The indemnity agreement 
contained in this 
section 109.03 shall remain operative and in full force and 
effect, regardless 
of any investigation made by or on behalf of the Shareholder 
and shall survive 
the consummation of the transactions contemplated by this 
Agreement for a 
period of three (3) years after the Closing Date.  CTI shall 
only be liable 
for any indemnity provided under this section 9.03 related 
to loss in excess 
of $25,000 (in the aggregate) and up to a maximum equal to 
the consideration 
received by the Shareholder under Article VI in the 
aggregate.

Section 9.04	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.  
Except for the 
acquisition of the shares of California, 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 
sections 368(a)(1)(A) 
and 368(a)(2)(D) of the Code.  Although this transaction has 
been structured 
in an effort to qualify for treatment under sections 
368(a)(1)(A) and 
368(a)(2)(D) 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 9.05	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 Nevada.

Section 9.06	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:

If to CTI or NewCo, to:	

CTI Technologies, Inc.
New Advanced Solutions of Nevada, Inc.
Attention:  Richard N. Beckstrand
986 West Atherton Drive
Salt Lake City, Utah 84123
Fax No. (801) 265-3224
Confirmation (801) 263-1840


With copies to:	

Howard S. Landa, Esq.
Kruse, Landa & Maycock, L.L.C.
Eighth Floor, Bank One Tower
50 West Broadway
Salt Lake City, Utah 84101
Fax No. (801) 359-3954
Confirmation (801) 531-7090

If to Solutions:	

4325 South Industrial Road, #340
Las Vegas, Nevada  89103
Fax No. (___) _______
Confirmation (___) _______

If to Shareholder:	

4325 South Industrial Road, #340
Las Vegas, Nevada  89103
Fax No. (___) _______
Confirmation (___) _______

With copies to:

Lee A. Drizin
Raleigh, Hunt & McGarry
802 East Carson Avenue, Suite 1102
Las Vegas, Nevada  89101
Fax No. (702) 386-5990
Confirmation (804) 343-4373


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 9.07	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 9.08	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 9.09	Schedules; Knowledge.  Whenever in any 
section of this 
Agreement reference is made to information set forth in the 
CTI Schedules or 
Solutions 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 9.10	Third-Party Beneficiaries.  This Agreement is 
solely between 
CTI and Solutions and the Shareholder, 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 9.11	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 
agreements 
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 9.12	Survival.  The representations, warranties, 
and covenants of 
the respective parties shall survive the Closing of the 
transactions 
contemplated hereby.

Section 9.13	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 9.14	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 9.15	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 9.16	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.

CTI:

CTI TECHNOLOGIES, INC.


By		
Duly Authorized Officer


NEWCO:

NEW ADVANCED SOLUTIONS OF NEVADA, INC.


By		
Duly Authorized Officer



SOLUTIONS:

AUTOMATED SOLUTIONS, INC.


By		
Duly Authorized Officer

	SHAREHOLDER:


			
	HOWARD B. JONES, III



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