AGREEMENT AND PLAN OF MERGER


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

                                           PREMISES

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

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

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

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

                                       AGREEMENT

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

                                        ARTICLE I
                                       DEFINITIONS

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

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

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

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

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

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

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

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

Section 1.08  Exchange Act.  The Securities Exchange Act of 
1934, as amended.
 
Section 1.09  Exchanged CTI Stock.  The shares of CTI Common 
Stock to be 
issued and delivered by CTI to the Shareholders pursuant to 
this Agreement.

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

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

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

Section 1.13  Source Stock.  The 1,255 shares of common 
stock of Source, owned 
by the shareholders, no par value, currently issued and 
outstanding, which are 
to be converted into shares of Exchanged CTI Stock pursuant 
to the terms of 
this Agreement.

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

                                        ARTICLE II
                       REPRESENTATIONS AND WARRANTIES OF 
SOURCE
                                   AND THE SHAREHOLDERS

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

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

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

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

Section 2.04  Capitalization of Source.   The entire 
authorized capital stock 
of Source consists of 100,000 shares of common stock, no par 
value, of which 
1,255 shares are  validly issued and outstanding.  All of 
the issued and 
outstanding Source Stock is owned by the Shareholders.  No 
shares of Source 
Stock are reserved for issuance on the exercise of warrants 
or the conversion 
of other securities or the exercise of any other call, 
commitment or right to 
which Source or any of the Shareholders are a party or to 
which any of them 
are subject.  All issued and outstanding shares have been 
duly authorized and 
validly issued, are fully paid, and nonassessable, and have 
not been issued in 
violation of any preemptive or other right of any person. 

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

Section 2.06  Financial Statements.

(a)  Included in the Source Schedules are the unaudited 
balance sheets of 
Source as of January 31, 1995, 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 unaudited balance sheet 
as of September 
30, 1995, and the unaudited statements of income and 
retained earnings for the 
period then ended, together with the accompanying notes.

(b)  Such financial statements have been prepared in 
accordance with GAAP, 
except as disclosed in the Source Schedules.  Source did not 
have, as of the 
date of any of such balance sheets, except as and to the 
extent reflected or 
reserved against therein, any labilities or obligations 
(absolute or 
contingent) which should have been reflected in a combined 
balance sheet 
prepared in accordance with GAAP and all assets reflected 
therein present 
fairly the assets of Source, in accordance with GAAP.  The 
statements of 
income fairly present the information required to be set 
forth therein in 
accordance with GAAP.  Source 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 Source and its accounting 
practices are 
sufficient to permit the preparation of audited financial 
statements for the 
periods subsequent to January 31, 1993, in accordance with 
GAAP and Regulation 
S-B adopted under the Exchange Act.  Source 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.  Source 
and the Shareholders 
will each cooperate fully and assist in the preparation of 
any such financial 
statements, at the cost of CTI.  

(d)  Source has filed all tax returns and all reports 
required by law.  All 
such returns and reports are accurate and correct in all 
material respects.  
There are no income taxes currently due to the federal or 
state governments 
that have not been paid.  Source 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 Source 
Schedules and all such dates and years and periods prior 
thereto and for which 
Source may at said date have been liable in its own right or 
as transferee of 
the assets of, or as a successor to, any other corporation 
or other entity, 
except for taxes accrued but not yet due and payable.  None 
of such federal 
income returns have been audited or is currently being 
audited by the Internal 
Revenue Service.  Source 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 
Source, its 
financial conditions, its business as presently conducted or 
as proposed to be 
conducted or any of its properties or material assets.  
There are no 
outstanding agreements or waivers extending the statutory 
period of 
limitations applicable to any tax returns of Source.  

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

(f)  Except as set forth in the Source Schedules, the latest 
of the balance 
sheets included in the Source Schedules or in the notes 
thereto, Source (i) 
has good and marketable title to its accounts receivable, 
and other debts due 
or recorded in the records and books of account of Source, 
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 Source for the total dollar 
amount thereof 
shown on the books of Source and resulted from the regular 
course of business; 
and (ii) the accounts receivable, invoices, and debts set 
forth on the Source 
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 Source or 
successor personnel and without resorting to litigation and 
in any event not 
later than one hundred eighty (180) days after the date 
billed.

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

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

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

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

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

(c)  Source has not (i) granted or agreed to grant any 
options, warrants or 
other rights for its stocks, bonds or other corporate 
securities calling for 
the issuance thereof; (ii) borrowed or agreed to borrow any 
funds or incurred, 
or become subject to, any material obligation or liability 
(absolute or 
contingent) except liabilities incurred in the ordinary 
course of business; 
(iii) paid any material obligation or liability (absolute or 
contingent) other 
than current liabilities; (iv) sold or transferred, or 
agreed to sell or 
transfer, any of its assets, properties or rights (except 
assets, properties 
or rights not used or useful in its business which, in the 
aggregate have a 
value of less than Five Thousand Dollars ($5,000) or assets, 
properties or 
rights disposed of in the ordinary course of business); (v) 
made or permitted 
any amendment or termination of any contract, agreement or 
license to which it 
is a party if such amendment or termination is material, 
considering the 
business of Source; 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)  Source has not become subject to any law or regulation 
which materially 
and adversely affects the business, operation, properties, 
assets or financial 
condition of Source.

Section 2.10  Title to Personal and Real Property.  

(a)  Except as disclosed in the most recent balance sheet 
included in the 
Source Schedules, Source has title to all of its properties, 
inventory, know-
how, interests in properties, and assets, which are 
reflected in such balance 
sheet or acquired after that date (except those sold or 
otherwise disposed of 
since such date in the ordinary course of business) or are 
used in Source's 
business, free and clear of all material mortgages, security 
interests, 
royalties, liens, pledges, charges or encumbrances, except 
(i) statutory liens 
or claims not yet delinquent; (ii) such imperfections of 
title and easements 
as do not and will not materially detract from or interfere 
with the present 
or proposed use of the properties subject thereto or 
affected thereby or 
otherwise materially impair present business operations on 
such properties; 
and (iii) as described on the Source Schedules.  All 
personal property held by 
Source 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)  Source does not own any real property in fee simple.

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

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

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

Section 2.13  Contracts.

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

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

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

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

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

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

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

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

Section 2.19  Insurance.  Included in the Source Schedules 
is a complete list 
of all business liability, casualty, automobile, extended 
coverage, and other 
insurance policies which Source maintains respecting its 
products, services, 
business, properties, and employees, showing  for each type 
of coverage the 
policy limits, principal exclusions, deductibles, insurer, 
premiums, term, and 
other relevant information.  Such policies are in full force 
and effect and 
are free from any right of termination by the insurance 
carriers.  All of the 
insurable properties of Source 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 Source Schedules 
is a description of every contract, agreement or arrangement 
between Source 
and any person who is or has ever been during the previous 
three (3) years an 
officer or director of Source or person owning of record, or 
known to Source 
to own beneficially, five percent (5%) or more of the issued 
and outstanding 
common stock of Source 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 Source 
and the amount paid 
or received, whether in cash, services or in kind, was, has 
been during the 
full term thereof, and is required to be during the 
unexpired portion of the 
term thereof, no less favorable to Source than terms 
available from otherwise 
unrelated parties in arms' length transactions.  Except as 
set forth in the 
Source Schedules or otherwise disclosed herein, no officer 
or director of 
Source or five percent (5%) shareholder of Source has, or 
has had during the 
preceding three (3) years, any interest, directly or 
indirectly, in any 
material transaction with Source.  The Source Schedules also 
include a 
description of any commitment by Source, 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.  Source 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 Source.  
There is no strike or 
other labor dispute involving Source pending or threatened, 
which could have a 
material adverse effect on the assets, properties, financial 
condition, 
operating results or business of Source or (as such business 
is presently 
conducted and it is proposed to be conducted), and Source is 
not aware of any 
labor organization activity involving its employees.  Source 
is not aware that 
any officer or key employee, or that any group of key 
employees, intends to 
terminate their employment with Source, nor does Source have 
a present 
intention to terminate the employment of any of the 
foregoing.  Except as set 
forth in the Source Schedules, the employment of each 
officer and employee of 
Source is terminable at the will of Source.
Section 2.22  Pension Reform Act of 1974.  Except as set 
forth in 
the Source Schedules, Source 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 
Source actual knowledge of the inaccuracy of any statements 
has come to the 
attention of Source and/or its directors and officers; 
however, no special or 
independent investigation has been undertaken to determine 
the accuracy of 
such statements.

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

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

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

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

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

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

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

(i)  Does not have any material liability under any 
Environmental Laws 
applicable to its operations;
(ii) Possesses all Permits that are applicable to its 
operations; and

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

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

(d)  Source has not:

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

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

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

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

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

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

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

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

(d)  A schedule including  copies of all federal income tax 
returns filed for 
the years ended January 31, 1995 and 1994, identified in 
Section 2.06;

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

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

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

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

(i)  A schedule containing a description of all personal 
property owned by 
Source and used in its business and having a purchase price 
of over Ten 
Thousand Dollars ($10,000), including a description of every 
material 
mortgage, financing instrument or encumbrance to which such 
personal property 
of Source 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 Source is a 
party or by which 
its properties are bound, as referred to in Section 2.14, 
but excluding those 
with affiliates which are described in Section 2.21;

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

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

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

                                      ARTICLE III
                           REPRESENTATIONS AND WARRANTIES
                                     OF CTI AND NEWCO

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

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

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

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

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

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

Section 3.06  Financial Statements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                    ARTICLE IV
                             PLAN OF REORGANIZATION

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

(a)  103,500 shares of CTI's restricted voting common stock; 

(b)  Sixty-Seven Thousand Five Hundred Dollars ($67,500) 
payable at Closing; 
and

(c)  A promissory note in the amount of One Hundred Fifty-
Seven Thousand Five 
Hundred  Dollars ($157,500), payable to the Shareholders and 
delivered at 
Closing, substantially in the form of the promissory note 
attached hereto as 
Exhibit "A" (the "Note").  The Note will be secured by the 
grant of a security 
interest in the accounts receivable, customer contracts, and 
intellectual 
property of NewCo, substantially in the form of the security 
agreement 
attached hereto as Exhibit "B" (the "Security Agreement").

The consideration will be distributed to the Shareholders as 
follows:



Shareholders' Distribution





	Shareholder      	Shares of      Cash at     Cash
				CTI Stock      Closing     from Note


Richard F. 
Brothers                  51,957        $33,885    $79,065

Richard C. 
McKenna                   41,234        $26,892    $62,748

Debbie F. 
Mattingly                 10,309        $6,723     $15,687

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

(a)  The Source Stock shall be converted into an aggregate 
of One Hundred 
Three Thousand Five Hundred (103,500) shares of CTI Common 
Stock.  All shares 
of common stock held by Source as treasury shares shall be 
canceled.  The 
shares of CTI Common Stock to be issued shall not be 
registered under the 
Securities Act or applicable state securities laws and the 
certificates 
representing such shares shall contain the legend set forth 
in Section 5.07.

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

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

Section 4.04  Closing Events.

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

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

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

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

(iii)  CTI  shall pay to the Shareholders the amount of cash 
which the 
Shareholders have the right to receive in respect of the 
surrendered Source 
Stock pursuant to Section 4.01(b) and shall deliver the Note 
and Pledge, along 
with the shares of NewCo stock to perfect the security 
interest granted under 
the Pledge, pursuant to Section 4.01(c).

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

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

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

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

Section 4.06  Effect of Merger.  On the Effective Date of 
the merger, NewCo 
and Source shall cease to exist separately, and Source shall 
be merged with 
and into NewCo, the surviving corporation, in accordance 
with the provisions 
of this Agreement, the articles of merger, and the plan of 
merger, and in 
accordance with the provisions of and with the effect 
provided in the 
corporation laws of the State of Utah.  NewCo, as the 
surviving corporation, 
shall possess all the rights, privileges, franchises, and 
trust and fiduciary 
duties, powers, and obligations, of a private as well as of 
a public nature, 
and be subject to all the restrictions, obligations, and 
duties of each of 
NewCo and Source; all property, real, personal, and mixed, 
and all debts due 
to either of NewCo or Source on whatever account and all 
other things 
belonging to each of NewCo and Source 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 Source; the 
title to any real 
estate, whether vested by deed or otherwise, in either NewCo 
or Source 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 Source shall be preserved unimpaired, and all 
debts, liabilities, and 
duties of NewCo and Source shall thenceforth attach to NewCo 
and may be 
enforced against it to the same extent as if such debts, 
liabilities, and 
duties had been incurred or contracted by NewCo.

Section 4.07  Termination.
(a)  This Agreement and the merger contemplated hereby may 
be terminated at 
any time prior to the Effective Date by the mutual consent 
of both CTI and 
Source through action of their respective boards of 
directors.  In the event 
of termination pursuant to this Section 4.07(a), no 
obligation, right, remedy, 
or liability shall arise hereunder, and the parties shall 
bear their own costs 
incurred in connection with the preparation and execution of 
this Agreement, 
the preparation and review of financial statements required 
to be delivered 
pursuant hereto, and the negotiation of the transactions 
contemplated hereby.

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

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

Section 4.08  Source Profit Sharing Plan.
Source has a profit sharing plan in which the Shareholders 
and certain 
employees participate.  Source intends to terminate this 
profit sharing plan 
prior to the merger.  In the event it is unable to do so for 
whatever reason, 
the Shareholders shall maintain control of the profit 
sharing plan and its 
assets.

	                           ARTICLE V
	         THE ACQUISITION OF THE EXCHANGED CTI STOCK

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	                           ARTICLE VI
	            CONDITIONS PRECEDENT TO OBLIGATIONS OF CTI

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

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

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

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

(b)  The representations and warranties of Source 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 Source Schedules in the financial 
condition, business, 
or operations of Source 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 Source 
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 Source and the Shareholders have 
been met;

(e)  The consummation of the transactions contemplated by 
this Agreement does 
not violate any material law, regulation, order, writ, 
injunction, or decree 
of any court or governmental body or result in the creation 
or imposition of 
any material mortgage, lien, charge, or encumbrance of any 
nature upon any of 
the properties of Source, pursuant to any mortgage, 
resolution, agreement, or 
instrument to which Source 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 Source and have been obtained and are in full 
force and effect 
or, if not required to have been obtained will be in full 
force and effect by 
such time as may be required; and

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

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

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

Section 6.05  Employment Agreement.  Richard F. Brothers has 
executed an 
employment agreement with CTI, NewCo and Source.

Section 6.06  Other Items.  CTI and NewCo shall have 
received such further 
documents, certificates, or instruments relating to the 
transactions 
contemplated hereby as CTI and NewCo may reasonably request.

	                       ARTICLE VII
	            CONDITIONS PRECEDENT TO OBLIGATIONS
	             OF SOURCE AND THE SHAREHOLDERS

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

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

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

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

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

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

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

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

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

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

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

Section 7.04  Employment Agreement.  Richard F. Brothers has 
executed an 
employment agreement with CTI and Source.

Section 7.05  Grant of Options.  CTI will grant options to 
current employees 
of Source to purchase a total of 25,000 shares of CTI stock.  
The exercise 
price of the options will be eighty-five percent (85%) of 
the market price on 
the date of grant and the options will vest over a five (5) 
period.

Section 7.06  Other Items.  Source and the Shareholders 
shall have received 
such further documents, certificates, or instruments 
relating to the 
transactions contemplated hereby as Source and the 
Shareholders may reasonably 
request.

	                         ARTICLE VIII
	                         MISCELLANEOUS

Section 8.01  Brokers.  CTI and Source 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 Source each agree to indemnify the other against any 
claim by any third 
person for any commission, brokerage, or finder's fee or 
other payment with 
respect to this Agreement or the transactions contemplated 
hereby based on any 
alleged agreement or understanding between such party and 
such third person, 
whether express or implied, resulting from the actions of 
such party.  The 
covenants set forth in this Section 8.01 shall survive the 
Closing and the 
consummation of the transactions herein contemplated.

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

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

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

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

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

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

With copies to:		

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

(b)  If to Source or the Source Computing, Inc. 
Shareholders, to:		
 
627 South 48th Street, Suite 100
Tempe, AZ 85281
Attention: Richard F. Brothers
Fax No:  (602) 829-69197


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

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

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

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

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

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

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

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

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

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

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

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

CUSA TECHNOLOGIES, INC.



By_________________________________
Duly Authorized Officer

NEW SOURCE COMPUTING, INC.



By________________________________
Duly Authorized Officer


SOURCE COMPUTING, INC.


By________________________________
Duly Authorized Officer

THE SHAREHOLDERS:


__________________________________
Richard F. Brothers


__________________________________
Richard C. McKenna


__________________________________
Debbie F. Mattingly

<PAGE>