<PAGE>   1
                                                                    EXHIBIT 10.5





                       COMPREHENSIVE SOFTWARE SYSTEMS LTD.

                            SALE OF MINORITY INTEREST

                                       TO

                    ADP FINANCIAL INFORMATION SERVICES, INC.

                                  June 3, 1998






<PAGE>   2
                                  INTRODUCTION

         On June 3, 1998, ADP Financial Information Services, Inc. ("ADP")
acquired a minority, ten percent (10%) interest, in Comprehensive Software
Systems, Ltd. ("CSS"). CSS is organized as a Colorado limited partnership. The
general partner is a Colorado corporation, CSS Management, Inc. Accordingly, the
acquisition involved the purchase of a new partnership interest from CSS as well
as shares of treasury stock from the general partner all as set forth in the
attached Securities Purchase Agreement. The Agreement of Limited Partnership and
the Participation and Shareholder Agreement existing at the time of the
acquisition were amended as attached.

         In addition, ADP obtained an option to acquire additional interests in
CSS and the general partner as set forth in the Securities Purchase Agreement.
Finally, ADP acquired certain rights to market products of CSS as set forth in
the Marketing and License Agreement, also attached.

         ADP was represented in the transaction by its in-house counsel, Adam 
S. T. Behar, Two Journal Square Plaza, Jersey City, New Jersey 07306, telephone 
(201) 714-3500; facsimile (201) 714-3506.

         CSS was represented by Marc J. Musyl, Rothgerber Johnson & Lyons, 1200
Seventeenth Street, Suite 3000, Denver, Colorado 80202, telephone (303)
623-9000; facsimile (303) 623-9222.







<PAGE>   3




                                                                  EXECUTION COPY



                          SECURITIES PURCHASE AGREEMENT

                                  By and Among

                    ADP FINANCIAL INFORMATION SERVICES, INC.,

                        AUTOMATIC DATA PROCESSING., INC.,

                      COMPREHENSIVE SOFTWARE SYSTEMS LTD.,

                              CSS MANAGEMENT, INC.,

               THE SELLING SHAREHOLDERS LISTED ON EXHIBIT A HERETO

                                       and

             THE SELLING LIMITED PARTNERS LISTED ON EXHIBIT B HERETO




                            Dated as of June 3, 1998





<PAGE>   4
         SECURITIES PURCHASE AGREEMENT, dated as of June 3, 1998, by and among
ADP Financial Information Services, Inc., a Delaware corporation ("ADP"),
Automatic Data Processing, Inc., a Delaware corporation ("Automatic"),
Comprehensive Software Systems Ltd., a Colorado Limited Partnership (the
"Partnership"), CSS Management, Inc., a Colorado corporation and the general
partner of the Partnership (the "General Partner"), the entities listed on
Exhibit A hereto (the "Selling Shareholders"), who are the holders of all the
outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), of the General Partner, and the entities listed on Exhibit B hereto
(the "Selling Partners"), who are the holders of all the outstanding limited
partnership interests (the "Partnership Interests") in the Partnership. The
Partnership, the General Partner, the Selling Shareholders and the Selling
Partners are collectively referred to herein as the "Sellers".

                             W I T N E S S E T H :

         WHEREAS, the Selling Shareholders are the beneficial and record owners
of an aggregate of 28,367 shares of Common Stock, which (i) constitute all of
the issued and outstanding capital stock of the General Partner and (ii) are 
owned by the Selling Shareholders in the amounts set forth on Schedule 3.6
hereto; and

         WHEREAS, the Selling Partners are the beneficial and record owners of
all of the issued and outstanding Partnership Interests in the Partnership,
which Partnership Interests are owned by the Selling Partners in the amounts set
forth on Schedule 3.6 hereto; and

         WHEREAS, each of the Selling Shareholders desires to cause the General
Partner to sell to ADP the number of shares of Common Stock set forth next to
its name on Exhibit A hereto, which in the aggregate constitutes 10% of the
issued and outstanding capital stock of the General Partner (the "Initial
Shares"), and ADP desires to purchase such Initial Shares from the General
Partner, in each case on the terms and conditions and for the consideration
described in this Agreement; and

         WHEREAS, each of the Selling Partners and/or the Partnership desires to
sell to ADP the Partnership Interests set forth next to its name on Exhibit B
hereto, which in the aggregate constitutes 10% of the issued and outstanding
Partnership Interests in the Partnership (the "Initial Partnership Interests"),
and ADP desires to purchase such Initial Partnership Interests from the
Partnership and/or the Selling Partners, in each case on the terms and
conditions and for the consideration described in this Agreement; and

         WHEREAS, each of the Selling Shareholders desires to grant to ADP the
right, and ADP desires the right, to purchase, on or about the fifth anniversary
of this Agreement (which date may be accelerated or postponed in accordance with
the terms and conditions of this Agreement), all of the shares of Common Stock
then owned by such Selling Shareholders, which in the aggregate (together with
the Initial Shares) shall constitute all of the issued and outstanding capital
stock of the General Partner (the "Subsequent Shares"); and




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<PAGE>   5
          WHEREAS, each of the Selling Partners desires to grant to ADP the
right, and ADP desires the right, to purchase, on or about the fifth anniversary
of this Agreement (which date may be accelerated or delayed in accordance with
the terms and conditions of this Agreement), all of the Partnership Interests
then owned by such Selling Partners, which in the aggregate (together with the
Initial Partnership Interests) shall constitute all of the issued and
outstanding Partnership Interests in the Partnership (the "Subsequent
Partnership Interests"); and

          WHEREAS, in connection with the sale of the Initial Shares and the
Initial Partnership Interests and the grant to ADP of the right to purchase the
Subsequent Shares and the Subsequent Partnership Interests, the Partnership and
ADP are concurrently with the execution of this Agreement entering into an
agreement whereby the Partnership is granting to ADP the right to offer to its
clients the Partnership's BrokerView(TM) product, on the terms and conditions
set forth therein (the "BrokerView(TM) Agreement").

          NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties made herein and of the mutual benefits to be
derived herefrom, the parties hereto agree as follows:

                                    SECTION 1

                                   DEFINITIONS

          1.1 Defined Terms. As used in this Agreement and in the Schedules and
Exhibits attached hereto, the defined terms set forth below have the respective
meanings set forth below (each such meaning to be equally applicable to both the
singular and plural forms of the respective terms so defined).

          "ADP": the meaning specified in the heading to this Agreement.

          "Affiliate": any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, the Person
specified.

          "Automatic": the meaning specified in the heading to this Agreement.

          "Balance Sheets": the balance sheets of the General Partner and the
 Partnership as of February 28, 1998, previously provided to ADP.

          "Board": the meaning specified in Section 5.2 hereof.

          "Bona Fide Offer": a written offer which is honest in fact, not 
collusive and, to the best knowledge of the Person receiving the offer, not a 
sham.



                                        2



<PAGE>   6
          "BrokerView(TM) Agreement": the meaning specified in the seventh 
recital to this agreement.

          "Business Day": any day on which trading occurs on the NYSE.

          "Business Intellectual Property": collectively, the Owned Software,
Databases and Documentation, the Licensed Software, Databases and Documentation,
and all other Intellectual Property Rights.

          "Call": the meaning specified in Section 6.1(a) hereof.

          "Call Exercise Date": the meaning specified in Section 6.1(c) hereof.

          "Call Notice": the meaning specified in Section 6.1(c) hereof.

          "Call Termination Date": the meaning specified in Section 6. l(b)
hereof.

          "Certificate": the meaning specified in Section 8.3(a) hereof.

          "Claims": any claim, cause of action, investigation, suit or
proceeding, whether at law or in equity, or before any governmental department,
commission, board, agency or instrumentality, which involves a demand for any
judgment or liability.

          "Code": the Internal Revenue Code of 1986, as amended.

          "Common Stock": the meaning specified in the heading to this
Agreement.

          "Contracts": the meaning specified in Section 3.18 hereof.

          "Employee Benefit Plans": the meaning specified in Section 3.27(a)
hereof.

          "Employee Co.": Comprehensive Securities Systems, Inc., a Colorado
corporation.

          "Environmental Laws": any federal, state, local or foreign statute,
law, rule, regulation, ordinance, code, permit, policy, Order or rule of common
law now in effect and in each case as amended to date and any judicial or
administrative interpretation thereof relating to Hazardous Materials,
environmental matters, the protection of public health and safety from
environmental or health concerns or otherwise relating to environmental
conditions.

          "ERISA": the Employee Retirement Income Security Act of 1974, as
amended.

          "General Partner": the meaning specified in the heading to this
Agreement.

                                       3
<PAGE>   7
          "Hazardous Materials": all hazardous substances, wastes, materials or
constituents, solid wastes, special wastes, toxic substances, pollutants,
contaminants, petroleum or petroleum derived substances or wastes, radioactive
materials, urea formaldehyde, polychlorinated biphenyls, radon gas and related
materials, and including, without limitation, any materials defined, listed,
identified under or described in any Environmental Laws.

          "Historical Financial Statements": the audited combined balance sheets
of the General Partner and the Partnership as of December 31, 1996, December 31,
1995, December 31, 1994 and December 31, 1993, the audited combined statements
of operations, owners' equity and cash flows of the General Partner and the
Partnership (including the notes and supporting information and schedules
thereto) for the years ended December 31, 1996, December 31, 1995, December 31,
1994 and December 31, 1993, and for the period from inception (October 22, 1992)
to December 31, 1996, December 31, 1995, December 31, 1994 and December 31,
1993, the balance sheets of the General Partner and the Partnership as of
December 31, 1997 and February 28, 1998, and the income statements of the
General Partner and the Partnership for the year ended December 31, 1997 and the
2-month period ended February 28, 1998.

          "Indemnified Party": the meaning specified in Section 8.3(a) hereof.

          "Indemnifying Party": the meaning specified in Section 8.3(a) hereof.

          "Initial Partnership Interests": the meaning specified in the fourth 
recital to this Agreement.

          "Initial Purchase Price": $20 Million.

          "Initial Shares": the meaning specified in the third recital to this
Agreement.

          "Intellectual Property Rights": all intellectual property rights used
by the General Partner or the Partnership, including (i) trademarks, tradenames
or service marks or names including all trademark, tradename or service mark
registrations (and any applications for registration therefor), (ii) customer
lists, advertising and marketing know-how and materials, sales tools and
advertising and other customer and potential customer data, (iii) copyrights,
copyright registrations and copyright applications, (iv) patent rights
including, without limitation, issued patents, applications, divisions,
continuations and continuations-in-part, reissues, patents of additions, utility
models and inventors' certificates, (v) trade secrets, proprietary information
and know-how, processes, inventions, inventors' notes, drawings and designs,
(vi) vendor lists and (vii) goodwill associated with any of the foregoing.

          "IRS": the meaning specified in Section 3.27(a) hereof.


                                       4
<PAGE>   8

           "Licensed Software, Databases and Documentation": all (i) computer
programs, (ii) software, (iii) computer databases (including, without
limitation, databases used in conjunction with such computer programs), (iv)
operating codes, source codes, updates, upgrades, modifications and enhancements
associated therewith and (v) documentation, specifications, manuals and
materials (including all Intellectual Property Rights) associated therewith,
licensed to the General Partner or the Partnership (regardless of whether it is
used internally and/or by customers of the Partnership), excluding generally
available, off-the-shelf microcomputer and workstation software.

           "Lien": any lien, pledge, charge, security interest, encumbrance,
title retention agreement, adverse claim, option, mortgage, deed of trust,
indenture or other third-party interest or claim.

           "Loan Agreements": the meaning specified in Section 3.20 hereof.

           "Loss" or "Losses": the meaning specified in Section 8.2(a) hereof.

           "Material Adverse Effect": any event, occurrence, fact, condition,
change, development or effect that is or may be materially adverse to the
business, operations, properties or assets or in the condition (financial or
otherwise), of the General Partner or the Partnership.

           "NYSE": the New York Stock Exchange, Inc.

           "Order": any order, judgment, ruling, stipulation, injunction, award,
decree or writ.

           "Owned Software, Databases and Documentation": all (i) computer
programs, (ii) software, (iii) computer databases (including, without
limitation, databases used in conjunction with such computer programs), (iv)
operating codes, source codes, updates, upgrades, modifications and enhancements
associated therewith and (v) documentation, specifications, manuals and
materials (including all Intellectual Property Rights) associated therewith,
owned by the General Partner or the Partnership (regardless of whether it is
used internally and/or by customers of the Partnership).

           "Partnership": the meaning specified in the heading to this
Agreement.

           "Partnership Agreement": the Agreement of Limited Partnership of the
Partnership dated as of February 4, 1993, as amended by the Amendment dated
September, 1993, the Second Amendment dated December, 1994, the Third Amendment
dated December 31, 1995, the Fourth Amendment dated April 15, 1997, the Fifth
Amendment dated April 15, 1997, the Sixth Amendment dated November 13, 1997.

           "Partnership Interests": the meaning specified in the heading to this
Agreement.





                                       5
<PAGE>   9
           "Person": a corporation, association, partnership, organization,
company, business, individual, government or political subdivision thereof or
governmental agency.

           "Proposed Offer": the meaning specified in Section 5.3 hereof.

           "Put": the meaning specified in Section 6.1 (e) hereof.

           "Return": any return, report, declaration, form, claim for refund or
information return or statement relating to Taxes, including any schedule or
attachment thereto or any amendment thereof.

           "Sellers": the meaning specified in the heading to this Agreement.

           "Selling Partners": the meaning specified in the heading to this
Agreement.

           "Selling Shareholders": the meaning specified in the heading to this
Agreement.

           "Shareholder Agreement": the Participation and Shareholder Agreement
dated as of February 4, 1993 among BHC Securities, Inc., Hanifen, Imhoff Inc.,
Legg Mason, Inc., McDonald & Company Securities, Inc., Raymond James &
Associates, Inc., Stephens Inc., Southwest Securities, Inc., TransTerra Co.,
Comprehensive Securities Systems, Inc., CSS Management, Inc. and Comprehensive
Software Systems, Ltd.

           "Subsequent Closing": the meaning specified in Section 6.3 hereof.

           "Subsequent Closing Date": the meaning specified in Section 6.3
hereof.

           "Subsequent Purchase Agreement": the meaning specified in Section 7.1
hereof.

           "Subsequent Shares": the meaning specified in the fifth recital to
this Agreement.

           "Subsequent Partnership Interests": the meaning specified in the
sixth recital to this Agreement.

           "Subsequent Purchase Price": the aggregate purchase price to be paid
by ADP for the Subsequent Shares and the Subsequent Partnership Interests, as
determined in accordance with Exhibit C hereto.

           "Subsidiary": any company, association or other business entity, a
majority of the stock of any class or classes of which is owned, directly or
indirectly, by another Person.






                                       6
<PAGE>   10

           "Tax": any federal, foreign, state, county, local and other tax
(including, without limitation, net income, gross income, gross receipts,
transfer, excise, property, franchise, profits, license, lease, sales, use, data
processing, ad valorem, goods and services, value added, withholding, estimated,
occupancy, capital, employment, unemployment compensation, payroll related,
social security, severance, stamp, import duties and other governmental charges
and assessments), whether or not measured in whole or in part by net income, and
including deficiencies, interest, additions to tax or interest, and penalties
with respect thereto, and including expenses associated with contesting any
proposed adjustment related to any of the foregoing.

           "Tax Actions": the meaning specified in Section 3.11(c) hereof.

           "Transaction Expenses": all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby (including, without
limitation, the fees and disbursements of the counsel, accountants or auditors
retained by each party in connection with the negotiation, preparation,
execution and performance of this Agreement, or any other document, agreement or
requirement contemplated by or resulting from the transactions contemplated by
this Agreement and all costs related to the parties respective due diligence
review and any broker's or finder's fees of any kind (including, without
limitation, those set forth on Schedule 3.33 hereto).

           1.2 Interpretation. As used in this Agreement, the terms "hereof",
"herein", "hereunder" and comparable terms refer to this Agreement in its
entirety and not to any particular article, section or other subdivision hereof.
Unless otherwise indicated, references in this Agreement to any "Section",
"Article", "Schedule" or "Exhibit" means a section or article of this
Agreement or a Schedule or Exhibit attached to this Agreement, as the case may
be.

                                   SECTION 2
                                        
                    SALE AND PURCHASE OF THE INITIAL SHARES
                       AND INITIAL PARTNERSHIP INTERESTS

           2.1 Sale and Purchase of the Initial Shares and Initial Partnership
Interests. Subject to the terms and conditions hereof, on the date hereof the
Sellers shall sell all of the Initial Shares and Initial Partnership Interests
to ADP and ADP shall purchase all of the Initial Shares and Initial Partnership
Interests from the Sellers for the Initial Purchase Price.

           2.2 Transactions. On the date hereof, the following actions shall be
taken:

                      (a) the General Partner shall deliver to ADP, free and
           clear of any Liens, one or more certificates representing all of the
           Initial Shares, duly endorsed in blank or



                                       7

<PAGE>   11

           accompanied by stock powers or other instruments of transfer duly
           endorsed in blank, and bearing or accompanied by all requisite stock
           transfer stamps;

                      (b) the Selling Partners and the Partnership shall amend
           the Partnership Agreement to, among other things, reflect the
           admittance of ADP as a limited partner of the Partnership as a result
           of the transfer to ADP of the Initial Partnership Interests;

                      (c) the Selling Shareholders and the General Partner shall
           amend the Shareholder Agreement to, among other things, reflect the
           admittance of ADP as a shareholder of the General Partner as a result
           of the transfer to ADP of the Initial Shares, to include ADP's right
           of first refusal in accordance with Section 5.4 below;

                      (d) the Partnership and ADP shall enter into the Broker-
           View(TM) Agreement; and

                      (e) ADP shall pay to the Sellers, for the Initial Shares
           and Initial Partnership Interests, the Initial Purchase Price (which
           payment shall be allocated among the Sellers as set forth on Schedule
           3.6 hereto) by wire transfer of immediately available funds, or
           certified or bank check.

           2.3 Consent to Sale. The Partnership and the General Partner hereby
consent to the assignment, transfer and delivery by each of the Sellers of their
respective Initial Shares and Initial Partnership Interests to ADP, and to ADP's
admission to the Partnership as a limited partner.

                                    SECTION 3

                               REPRESENTATIONS AND
                            WARRANTIES OF THE SELLERS

           The Sellers represent and warrant to ADP that:

           3.1 Organization and Standing. The Partnership is a limited
partnership duly organized, validly existing and in good standing under the laws
of the State of Colorado and has all necessary power and authority and all
authorizations, licenses, permits and certificates necessary to own, lease or
license its property and to conduct its business as now conducted. The General
Partner is a corporation duly organized, validly existing and in good standing
under the laws of the State of Colorado and has all necessary power and
authority and all authorizations, licenses, permits and certificates necessary
to conduct its business as now conducted. Each of the Partnership and the
General Partner is duly qualified or licensed to do business and is in good
standing as a foreign corporation in all jurisdictions where it is required by
law to be qualified or licensed or the nature of its business or the properties
owned or leased by it makes such qualification or licensing necessary, except
where the lack of such qualification would not have a Material Adverse Effect.
Schedule 3.1 hereto sets forth (i) a list

                                       8



<PAGE>   12
of each jurisdiction in which the Partnership and the General Partner is
qualified or licensed to do business and (ii) a list of each state or province
in which the Partnership and the General Partner owns and/or leases real
property. Upon completion of the transactions contemplated in Section 2 above,
the Partnership shall cause an amended certificate of limited partnership of the
Partnership to be filed in the State of Colorado, reflecting the ownership
changes effected by this Agreement.

           3.2 Organization. Correct and complete copies of the Partnership
Agreement, as amended, and the articles of incorporation and by-laws of the
General Partner, as amended, have previously been delivered to ADP. All of the
minute books of the Partnership and the General Partner have been made available
to ADP and contain true and complete minutes and records of all meetings,
proceedings and other actions of the Partnership and the General Partner's
present and former shareholders and boards of directors from the respective
dates of their organization to the date hereof and all such meetings,
proceedings and actions have been duly, legally and properly held or taken;
provided, however, that the parties acknowledge that information regarding
current and future pricing of Partnership products, current and prospective
customers of the Partnership, costs of the Partnership, marketing plans and
materials and other competitively sensitive information has been excluded from
the foregoing and has not been made available to ADP.

           3.3 Authorization. (a) Each of the Partnership and the General
Partner has the authority to execute and deliver this Agreement and the
agreements related hereto, to perform their respective obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and thereby.
Such execution, delivery and performance have been duly authorized by the Board
of Directors of the General Partner (for itself and as the general partner of
the Partnership) and all other corporate action of the General Partner necessary
for such authorization has been taken (for itself and as the general partner of
the Partnership). This Agreement has been duly executed and delivered by each of
the Partnership and the General Partner and constitutes the legal, valid and
binding obligation of each of them enforceable against each of them in
accordance with its terms.

           (b) This Agreement has been duly executed and delivered by each
Seller and constitutes the legal, valid and binding agreement of such Seller
enforceable against such Seller in accordance with its terms. Each Seller has
all requisite power and authority and full legal capacity to execute and deliver
this Agreement and the agreements related hereto and to perform such Seller's
obligations hereunder and thereunder, including, without limitation, all right,
power, capacity and authority to assign, deliver and transfer the Initial Shares
and Initial Partnership Interests, as the case may be, as provided by this
Agreement.

           3.4 Absence of Conflicts. (a) The execution, delivery and performance
of this Agreement and the agreements related hereto by each of the Partnership
and the General Partner will not breach or violate any provision of, nor cause
any event by which a right of termination or acceleration or Lien on any of
their respective properties or assets would be

                                       9
<PAGE>   13
created under: (i) any statute or regulation or any Order of any court or other
agency of government or any judgment, award or decree; (ii) the articles of
incorporation or by-laws of the General Partner; (iii) the Partnership
Agreement; or (iv) except as set forth in Schedule 3.4 hereto, any indenture,
contract, instrument or other agreement by which the Partnership or the General
Partner is bound, except in the case of clauses (i) and (iv) for such breaches,
violations or events which, individually or in the aggregate, would not have or
result in a Material Adverse Effect.

           (b) The execution, delivery and performance of this Agreement and the
agreements related hereto by each Seller will not breach or violate any
provision of, nor cause any event by which a right of termination or
acceleration or Lien on the Partnership's, the General Partner's or any of such
Seller's properties or assets (including any of the Initial Shares or Initial
Partnership Interests) would be created under: (i) any statute or regulation or
any order of any court or other agency of government or any judgment, award or
decree, or (ii) any indenture, contract, instrument or other agreement by which
such Seller is bound.

           3.5 Consents and Approvals. Except as otherwise set forth on Schedule
3.5 hereto, (i) no consent under any indenture, contract, instrument or other
agreement to which the Partnership, the General Partner or any of the Sellers is
a party, is required thereunder to be obtained in connection with the execution,
delivery and performance by the Partnership, the General Partner and the Sellers
of this Agreement or the agreements related hereto and (ii) no consents,
approvals or authorizations, declarations, filings or registrations with, or
notices to, any governmental or regulatory authority are required to be made,
obtained or given by the Partnership, the General Partner or the Sellers in
connection with the execution and delivery of this Agreement and the agreements
related hereto and the performance of the transactions contemplated hereby and
thereby.

           3.6 Ownership of the Partnership and the General Partner. (a)
Schedule 3.6 sets forth a complete and correct list of all of the general and
limited partners of the Partnership and all of the partnership interests in the
Partnership (including interests with respect to obligations to make capital
contributions to the Partnership and rights to receive distributions from the
Partnership). Upon the transfer, assignment and delivery to ADP of the Initial
Partnership Interests in accordance with this Agreement, ADP will acquire good
and valid title to 10% of the Partnership Interests, free and clear of any Lien
other than any Lien created by ADP. Except as set forth in this Agreement and
the Partnership Agreement, there are (i) no options, rights, warrants, calls,
commitments (including without limitation any statutory or other legal
commitments) or voting agreements or trusts relating to the Partnership
Interests or obligating any of the Selling Partners or any other Person to
issue, dispose of, acquire, redeem or otherwise transfer any interests in the
Partnership, and (ii) no preemptive or similar rights on the part of any holders
of any interests in the Partnership.

           (b) The authorized capital stock of the General Partner consists
solely of 100,000 shares of Common Stock of which only 28,367 shares are issued
and outstanding. All of such





                                       10





<PAGE>   14
shares are duly authorized, issued and outstanding, fully paid and nonassessable
and owned beneficially and of record by the Selling Shareholders as set forth on
Schedule 3.6 hereto. Upon the transfer, assignment and delivery to ADP of the
Initial Shares in accordance with this Agreement, ADP will acquire good and
valid title to 10% of the issued and outstanding shares of the Common Stock,
free and clear of any Lien other than any Lien created by ADP. Except as set
forth in this Agreement and the Shareholder Agreement, there are (i) no options,
rights, warrants, calls, commitments (including without limitation any statutory
or other legal commitments) or voting or shareholder agreements or trusts
relating to the authorized or issued shares of stock or other equity interests
of the Companies or obligating any of the Selling Shareholders or the General
Partner or any other Person to issue, dispose of, acquire, redeem or otherwise
transfer any shares of stock or other equity interests in the General Partner,
and (ii) no preemptive or similar rights on the part of any holders of any class
of securities of the General Partner.

           3.7 Subsidiaries; Investments. Except as set forth on Schedule 3.7
hereto, neither the General Partner nor the Partnership, directly or indirectly,
owns any shares of stock or any other security or interest in any corporation,
partnership, association or joint venture.

           3.8 Financial Statements. The Historical Financial Statements, all of
which have been previously delivered to ADP, (i) are, in each case, true,
complete and accurate in all material respects, (ii) have been prepared in
conformity with generally accepted accounting principles consistently applied
and (iii) in the case of each such balance sheet, fairly presents the financial
condition of the General Partner and the Partnership (either on a combined basis
or separately) as at its respective date and, in the case of each such statement
of earnings and retained earnings, and cash flows, fairly presents the results
of the General Partner's and the Partnership's operations (either on a combined
basis or separately) for the periods covered thereby. The balance sheets of the
General Partner and the Partnership as of December 31, 1997 and February 28,
1998, and the statements of operations, owners' equity and cash flows of the
General Partner and the Partnership for the year ended December 31, 1997 and the
2-month period ended February 28, 1998 have been certified by the General
Partner's president and chief financial officer in their capacity as officers of
the General Partner.

           3.9 Conduct of Business; Records and Books of Account. The General
Partner and the Partnership have conducted the business of the Partnership in
the ordinary course, consistent with past practice, since February 28, 1998. The
General Partner does not conduct any business other than in its capacity as the
general partner of the Partnership. The records and books of account of the
General Partner and the Partnership are true, complete and accurate in all
material respects and have been regularly kept and maintained in conformity with
generally accepted accounting principles applied on a consistent basis with
preceding years, subject only to normal year-end adjustments.

           3.10 Absence of Undisclosed Liabilities. Except as set forth on
Schedule 3.10 hereto, there were on February 28, 1998 no liabilities, debts or
obligations of the General Partner and



                                       11



<PAGE>   15
the Partnership, whether contingent or absolute, direct or indirect, known or
unknown, or matured or unmatured, including, without limitation, liabilities on
account of Taxes, other government charges or Claims which may be subsequently
brought, not shown or provided for in the Balance Sheets, and on the date hereof
there are no other liabilities, debts or obligations of any nature whatsoever,
except those incurred since February 28, 1998 in the ordinary course of business
of the Partnership and consistent with past practices of the Partnership that
would not, individually or in the aggregate, have or result in a Material
Adverse Effect.

           3.11 Taxes. (a) Except as disclosed on Schedule 3.11(a) hereto, all
Returns required to be filed by the General Partner and the Partnership on or
before the date hereof have been filed within the time and in the manner
provided by law, and all such Returns are true and correct and accurately
reflect, in all material respects, the Tax liabilities of the General Partner
and the Partnership, respectively. All Taxes required to be paid on or before
the date hereof by the General Partner and the Partnership have been timely
paid.

           (b) Schedule 3.11(b) hereto lists all of the jurisdictions in which
the General Partner and the Partnership have filed Returns during the 1997,
1996, 1995, 1994 and 1993 calendar years. The General Partner and the
Partnership have provided to ADP true and complete copies of all such Returns.

           (c) Except as disclosed on Schedule 3.11(c) hereto, (i) the General
Partner and the Partnership have not executed any presently effective waiver or
extension of any statute of limitations against assessments and collections of
Taxes, (ii) no authority in a jurisdiction in which the General Partner or the
Partnership does not file Tax Returns has claimed that the General Partner or
the Partnership is or may be subject to taxation by such jurisdiction and (iii)
no Tax Return of the General Partner or the Partnership has been audited. There
are no current, pending or, to the knowledge of the General Partner and the
Partnership, threatened claims, assessments, notices, proposals to assess,
deficiencies, or audits (collectively, "Tax Actions") with respect to any Taxes
owed by the General Partner or the Partnership. Reserves and provisions for
Taxes accrued but not yet due reflected in the Historical Financial Statements
are adequate as of the respective dates of such financial statements in
accordance with generally accepted accounting principles. There is no basis for
any Tax Action against the General Partner or the Partnership. There are no
Liens for Taxes on any of the assets of the General Partner or the Partnership
except for Liens for current Taxes not yet due and payable.

           (d) Proper and accurate amounts have been withheld and remitted by
the General Partner and the Partnership from and in respect of its current and
former employees, independent contractors, creditors and other third parties for
all periods in full and complete compliance with the Tax withholding provisions
of all applicable laws and regulations.

           (e) Neither the General Partner nor the Partnership has been, or is
currently, a party to any Tax sharing agreement. The General Partner and the
Partnership have not made, and are



                                       12



<PAGE>   16
not obligated to make, any payments, and are not parties to any agreement that
could obligate either of them to make any payments that will not be deductible
under Code Section 280G.

           (f) The Partnership has charged its customers all sales, goods and
services and other similar Taxes required to be charged under the laws and
regulations of all applicable taxing jurisdictions. All such Taxes have been
collected and remitted to the appropriate taxing authorities in a timely manner.

           (g) The General Partner and the Partnership have not agreed to or are
not required to make any adjustments under Section 481(a) of the Code by reason
of a change in accounting method or otherwise.

           (h) Schedule 3.11(h) hereto sets forth all Federal, foreign, state,
county and local tax elections under the Code and other applicable provisions of
law that are in effect with respect to the General Partner and the Partnership
for the 1997, 1996, 1995, 1994 and 1993 calendar years and the year beginning
January 1, 1998.

           3.12 Good and Marketable Title. Except as otherwise set forth in
Schedule 3.12 and except for inventories sold and receivables and charges
collected in the ordinary course of the business of the Partnership since
February 28, 1998, the General Partner and the Partnership have good and
marketable title, free and clear of any Liens whatsoever, to: (i) all of their
material assets and property including, without limitation, all assets shown on
the Balance Sheets in the amounts and categories set forth therein and (ii) all
of the material assets acquired by the General Partner and the Partnership since
February 28, 1998. The transactions contemplated by this Agreement and the
agreements related hereto will not effect a termination of or otherwise
interfere with the ownership of any or all of such assets by the General Partner
and the Partnership.

           3.13 Fixed Assets; Sufficiency of Assets. (a) Schedule 3.13 hereto
sets forth a true and correct list of: (i) all real property, motor vehicles,
and computer equipment owned by the General Partner and the Partnership on the
date hereof, (ii) all other equipment, furniture, fixtures and other fixed
assets owned by the General Partner and the Partnership including, without
limitation, all of such fixed assets that are included on the Balance Sheets and
(iii) the cost (and tax basis if other than cost), accumulated depreciation, and
method of depreciation employed with respect to all such fixed assets.

           (b) The tangible and intangible assets of the General Partner and the
Partnership, whether owned, licensed or leased, are sufficient to provide all
services currently offered or committed by the Partnership to its customers and
such tangible assets are in good condition and free from defects, except for
ordinary wear and tear.

           3.14 Leased Properties. Schedule 3.14(i) hereto sets forth a true and
correct list of all outstanding realty and personalty leases to which the
General Partner or the Partnership is a



                                       13



<PAGE>   17
party or by which either of them is bound, whether as lessee or lessor, on the
date hereof, which leases have previously been provided to ADP. Except as
otherwise set forth in Schedule 3.14(ii) hereto, each of the General Partner and
the Partnership occupies or uses all of the real and personal property leased by
it under and in accordance with such leases, and has neither assigned its
interests under any such lease nor further subleased the property which is the
subject of any such lease. All of such leases are in full force and effect and
either the General Partner or the Partnership holds a valid and enforceable
leasehold interest in all real property listed on Schedule 3.14(i), in each case
free and clear of all Liens. There exists no default or event of default or
event, occurrence, condition or act which, with the giving of notice, the lapse
of time or both, would become a default or event of default thereunder, and,
except as set forth in Schedule 3.14(iii) hereto, the transactions contemplated
by this Agreement or the agreements related hereto will not effect a termination
of or otherwise interfere with the General Partner's or the Partnership's rights
under each such lease, nor violate any term or provision of any such lease or
incur any additional charge thereunder.

           3.15 Licensed Properties. Schedule 3.15(i) hereto sets forth a true
and correct list of all outstanding licenses to which the General Partner or the
Partnership is a party or by which it is bound, whether as licensee or licensor,
on the date hereof (including without limitation any software licenses other
than commercial, off-the-shelf software used in the ordinary course of
business), which licenses have previously been provided to ADP. Except as
otherwise set forth in Schedule 3.15(ii) hereto, (i) each of the General Partner
and the Partnership has the right to use all of the property licensed by it
under any such licenses, and (ii) any license granted by the General Partner or
the Partnership to any third-party is non-exclusive and any such licensees are
not and shall not be entitled to further sublicense, assign or transfer the
licensed property to others. Except as set forth in Schedule 3.l5(iii) hereto,
all of such licenses are in full force and effect and enforceable in accordance
with their respective terms. There exists no default or event of default or
event, occurrence, condition or act which, with the giving of notice, the lapse
of time or both, would become a default or event of default thereunder, and the
transactions contemplated by this Agreement and the agreements related hereto
will not effect a termination of or otherwise interfere with the General
Partner's or the Partnership's rights under any such license, nor violate any
term or provision of any such license or incur any additional charge thereunder.

           3.16 Intellectual Proprietary Rights. (a) Schedule 3.16(a) hereto
lists and identifies all Owned Software, Databases and Documentation. The
General Partner and the Partnership together have full and exclusive right,
title and ownership, freely transferable, in the Owned Software, Databases and
Documentation, including all Intellectual Property Rights associated therewith,
free and clear of any Liens whatsoever (other than Permitted Liens), and no
other Person has or shall have any claim of ownership with respect to the Owned
Software, Databases and Documentation (or any portion thereof) whatsoever. The
Owned Software, Databases and Documentation include all works in progress
relating to corrections, modifications or enhancements thereto as well as all
current and prior (but only to the extent still maintained) versions of the
Owned Software, Databases and Documentation.

                                       14



<PAGE>   18
           (b) Schedule 3.16(b) hereto lists and identifies all Owned Software,
Databases and Documentation that have been registered with the United States
Patent and Trademark Office, United States Copyright Office or any other
federal, state or foreign registries, and there are no other registrations,
filings or recordations necessary or required with respect thereto. All required
fees and taxes to record and maintain ownership of patented or registered Owned
Software, Databases and Documentation have been paid.

           (c) Schedule 3.16(c) hereto lists and identifies all trademarks,
trade names, service marks, service names, patents and copyrights (and all
applications therefor, if any), presently used in connection with the Business,
other than as set forth in Section 3.16(b) above.

           (d) Except as set forth on Schedule 3.16(d), there are no agreements
in effect for the conversion, modification or enhancement of the Owned Software,
Databases and Documentation. There are no marketing agreements or other
agreements including, without limitation, OEM, VAR, distributor, sales agent or
finder's fee arrangements for the direct or indirect marketing of the Owned
Software, Databases and Documentation.

           (e) No copy of the Owned Software, Databases and Documentation (or
any portion thereof) is subject to or held in escrow or is in any third party's
possession.

           (f) None of the Owned Software, Databases and Documentation infringes
the rights of any person or entity. The General Partner or the Partnership have
not asserted any claim of infringement, misappropriation or misuse, and no
claims have been asserted by any person or entity against the General Partner or
the Partnership or any of their respective directors or officers, with respect
to (i) the General Partner's or the Partnership's use of the Business
Intellectual Property or (ii) challenging or questioning the validity or
effectiveness of any licenses or agreements relating thereto, nor to the
knowledge of the General Partner and the Partnership is there any bona fide
basis for any such claim.

           (g) Schedule 3.16(g) hereto lists and identifies all Licensed
Software, Databases and Documentation and the associated licenses. Such licenses
are valid and in full force and effect and enforceable by the General Partner or
the Partnership in accordance with their terms.

           (h) The General Partner and the Partnership have taken commercially
reasonable measures to protect the Business Intellectual Property. The Owned
Software, Databases and Documentation have been treated by the General Partner
and the Partnership as trade secrets or are copyrighted.

           (i) Except to the extent licensed to partners and customers of the
Partnership in the ordinary course of the Partnership's business, neither the
General Partner nor the Partnership has previously assigned, transferred,
conveyed or otherwise encumbered its right, title and ownership to the Business
Intellectual Property (or any portion thereof). Except as set forth on

                                       15



<PAGE>   19
Schedule 3.16(i) hereto, no licensing fees, royalties or payments are due and
payable by the General Partner or the Partnership in connection with the use of
the Business Intellectual Property.

           (j) Schedule 3.16(j) hereto lists all licenses, agreements and other
rights granted by the General Partner or the Partnership to any third party with
respect to the Business Intellectual Property and all licenses, agreements and
other rights with respect to the Business Intellectual Property granted by any
third party to the General Partner or the Partnership (other than the Licensed
Software, Databases and Documentation listed on Schedule 3.16(g) hereto), in
each case together with a description of the subject matter licensed.

           (k) Neither General Partner nor the Partnership, and to the General
Partner's and the Partnership's knowledge no third party is, in default under
any licenses, agreements or other rights with respect to the Business
Intellectual Property, and there exists no event, occurrence, condition or act
which, with the giving of notice, the lapse of time or the happening of any
other event or condition, would become a default thereunder.

           (1) Except pursuant to the Partnership Agreement and the Shareholder
Agreement, no current or former partner, shareholder, officer, director or
employee of the General Partner or the Partnership owns or has any claim or
interest in any of the Business Intellectual Property.

           3. l7 Insurance. Schedule 3.17 hereto sets forth a true and correct
list of all insurance policies held by the General Partner and the Partnership
in effect on the date hereof (copies of which have previously been provided to
ADP), including the types and amounts of coverage, limits and deductibles,
inception and expiration dates thereof and insurance carrier. Such policies are
in full force and effect and provide for coverage in amounts deemed by the
General Partner and the Partnership to be adequate in the type of business in
which the Partnership is engaged and are consistent with prudent industry
practice, and all premiums due to the date hereof have been paid in full and no
notice of cancellation or termination has been received with respect to any such
policy. All claims made against the General Partner or the Partnership that are
covered by insurance are either being defended by the relevant insurance
company, or are claims as to which the General Partner or the Partnership has
received the assurance of such insurance company that it will reimburse the
General Partner or the Partnership if such claims are resolved against the
General Partner or the Partnership.

           3.18 Contracts and Agreements; No Defaults. Schedule 3.18(i) hereto
sets forth a true and correct list of all oral or written arrangements,
commitments, contracts, agreements, leases, licenses or other documents to which
the General Partner or the Partnership is a party or by which the General
Partner or the Partnership is bound (the "Contracts"), copies of which have
previously been provided to ADP. Except as set forth in Schedule 3.18(i) hereto,
the General Partner or the Partnership is not a party to any written or oral:
(i) lease; (ii) royalty, distribution, agency, territorial or license agreement;
(iii) contract or agreement (for employment or otherwise) with any past, present
or future employee, officer, director,

                                       16



<PAGE>   20

professional person or firm, independent contractor or advertising firm or
agency which is not terminable at will on notice from the General Partner or the
Partnership without any payment or penalty whatsoever; (iv) contract or
collective bargaining agreement with any labor union or representative of
employees; (v) commitment, contract or agreement with respect to the repayment
of indebtedness of the General Partner or the Partnership or guaranteeing the
payment or performance of the obligations of others; and (vi) commitment,
contract or agreement not made in the ordinary course of business. Each Contract
is in full force and effect and is enforceable in accordance with its terms and
each of the General Partner and the Partnership, as the case may be, has
performed all obligations required to be performed by it and has not received
notice of any default and to the General Partner's and the Partnership's
knowledge no party is in default under any Contract, and except as set forth in
Schedule 3.18(ii), no event, occurrence, condition, or act which, with the
giving of notice, the lapse of time or both, would become a default or event of
default has occurred (including without limitation any failure to pay any amount
required by any such arrangement, commitment, contract, agreement, lease,
license or other document on a timely basis). Neither the General Partner nor
the Partnership is a party to or bound by any agreement which limits or will
limit the freedom of the General Partner or the Partnership to compete in any
line of business or with any Person.

           3.19 Customers. Schedule 3.19(i) hereto sets forth a list of all
customers of the Partnership (including all users of any Business Intellectual
Property), together with a description of the products or services provided to
the customer and the amount of revenues, if any, received from the customer
during the 1997 calendar year. Schedule 3.19(i) hereto also indicates each
customer of the Partnership who has leased computer and other equipment or
licensed any Business Intellectual Property from the Partnership together with a
description of the equipment leased or Business Intellectual Property licensed,
the amount per month owed under the applicable lease or license and the
expiration date of such lease or license. Except as disclosed on Schedule
3.19(ii) hereto, neither the General Partner nor the Partnership has entered
into any customer contracts and agreements or issued any sales proposals or
commitments except in the ordinary and usual course of business pursuant to
arms-length transactions; none of such contracts, agreements, proposals or
commitments contain any material variations to the Partnership's standard terms
and conditions or the standard services provided or to the Partnership's
standard prices for the services being provided. A true and correct copy of each
of the standard form agreements for any and all services provided by the
Partnership to its customers has previously been provided to ADP. Except as set
forth on Schedule 3.19(iv) hereto, no customer or supplier of the General
Partner or the Partnership has given notice to the General Partner or the
Partnership to cancel or otherwise terminate or reduce, or threatened to cancel,
terminate or reduce, its relationship with the General Partner or the
Partnership, and the General Partner and the Partnership have no knowledge of
the intention of any customer or supplier to do so.

           3.20 Loan Agreements, Debt Instruments and Guarantees. Schedule
3.20(i) hereto sets forth a summary of the material terms of, together with
photocopies of, all loan agreements,



                                       17



<PAGE>   21

debt instruments, guarantees, or any related documents of any nature whatsoever
(collectively, "Loan Agreements") which are outstanding on the date hereof and
to which the General Partner or the Partnership is a party or by which either of
them is bound. Except as otherwise set forth in Schedule 3.20(ii) hereto, (i)
all outstanding liabilities and debts of the General Partner and the Partnership
may be prepaid in whole or in part at any time without penalty, (ii) all of such
liabilities and debts shall continue as liabilities and debts of the General
Partner and the Partnership notwithstanding the transactions contemplated by
this Agreement and the agreements related hereto without mandatory prepayment,
penalty or points, and (iii) the General Partner and the Partnership, as the
case may be, have made all payments currently due under any such Loan
Agreements, neither the General Partner nor the Partnership has received notice,
and neither the General Partner nor the Partnership has any knowledge, of any
default under any such Loan Document and no event, occurrence, condition, or act
has occurred which, with the giving of notice, the lapse of time or both, would
become a default or event of default by either party under any such Loan
Agreement. The principal amount outstanding as of the date hereof under each
Loan Agreement, together with accrued interest thereon, is set forth on Schedule
3.20(i) hereto.

           3.21 Labor Relations. Neither the General Partner nor the Partnership
has been notified, and neither the General Partner nor the Partnership are
aware, that either of them has or is engaged in any unfair labor practice with
respect to any employees of the General Partner or the Partnership and no unfair
labor practice complaint has been brought or is pending before the National
Labor Relations Board with respect to any of the employees of the General
Partner or the Partnership. The General Partner and the Partnership are not
currently, and during the past 24 months have not been, involved in any labor
discussions with any unit or group seeking to become a bargaining unit for any
of their employees and neither the General Partner nor the Partnership is
aware of any attempt to organize such a bargaining unit. There are no strikes or
other labor troubles now pending or, to the knowledge of the General Partner and
the Partnership, threatened against the General Partner or the Partnership. The
General Partner and the Partnership have complied in all material respects with
all laws relating to the employment of labor, including provisions thereof
relating to wages, hours, equal employment, collective bargaining and the
payment of social security and other Taxes.

           3.22 Claims and Litigation. There are no Claims pending or, to the
knowledge of the General Partner and the Partnership, threatened against or
affecting the General Partner or the Partnership, and the General Partner and
the Partnership do not know of any valid basis for any such Claims. There are no
Claims pending or, to the knowledge of the General Partner and the Partnership,
threatened against the Sellers, the General Partner or the Partnership seeking
to prevent or to challenge the transactions contemplated by this Agreement and
the agreements related hereto. Neither the General Partner nor the Partnership
is subject to any Order entered in any lawsuit or proceeding which has or may
have an adverse effect on the business, operations, condition (financial or
otherwise), results of operations or prospects of the Partnership or the General
Partner's or the Partnership's ability to consummate the transactions
contemplated by this Agreement or any other agreement contemplated herein.

                                       18



<PAGE>   22


           3.23 Compliance with Laws, Orders, By-Laws, Rules and Regulations.
Neither the General Partner nor the Partnership is in, and neither has received
notice of any, default or non-compliance under, and the General Partner and the
Partnership have complied in all material respects with, all laws, Orders and
regulations of any court, governmental department, commission, board, agency or
instrumentality, domestic or foreign, affecting the General Partner or the
Partnership or affecting the Partnership's customers to the extent that either
the General Partner or the Partnership is obligated to comply on behalf of any
such customers (including, but not limited to, laws, Orders, and regulations
relating to zoning, building codes, antitrust, wage and hour, price guidelines,
the Occupational Safety and Health Act, sexual harassment, hiring, collective
bargaining, and the payment of withholding and social security taxes). All
permits, licenses and other authorizations and approvals necessary for or
material to the conduct of the business of the Partnership have been duly
obtained and are in full force and effect. There are no proceedings pending or,
to the knowledge of the General Partner and the Partnership, threatened that may
result in the revocation, cancellation, suspension or modification of any of
such permits, licenses or other authorizations and approvals which revocation,
cancellation, suspension or modification would have a Material Adverse Effect on
the General Partner or the Partnership.

           3.24 Absence of Certain Changes. Except as set forth on Schedule 3.24
hereto, since February 28, 1998, neither the General Partner nor the Partnership
has (i) mortgaged, pledged or subjected to any Lien any of its assets, tangible
or intangible, (ii) sold or transferred any of its assets or canceled any debts
or claims, except for the sale of inventory and the collection of receivables in
the ordinary course of business, (iii) assigned, subleased, sublicensed,
terminated, or received notice of the termination of any lease or license with
respect to any property (except customer agreement terminations in the ordinary
course of business), (iv) suffered any losses or waived any rights (except in
the ordinary course of business), (v) made or guaranteed any loans to any
Person, (vi) entered into any transactions other than in the ordinary course of
business, other than this Agreement, (vii) incurred any obligation to pay
commissions, royalties or other amounts to any party (except in the ordinary
course of business), (viii) incurred any material liability, obligation or
indebtedness, direct or indirect, absolute or contingent, whether due or to
become due, (ii) canceled, without payment in full, any notes, loans or other
obligations receivable from the Sellers, any partner, shareholder, officer,
director or employee of the General Partner or the Partnership or any other
Person, or (x) declared, made, set aside or paid any dividend or any
distributions or payments on, or any purchase or redemption of, any class of
stock or other interest of the General Partner or the Partnership or any
commitments therefor.

           3.25 No Material Adverse Change. Since February 28, 1998, there has
been no material adverse change in the business, operations, properties or
assets or in the condition, financial or otherwise, of the General Partner or
the Partnership as shown on the Balance Sheets and the related income statements
other than as expressly permitted by this Agreement.



                                       19



<PAGE>   23


           3.26 Employees; Employment Practices; Compensation and Vacations.
Schedule 3.26(i) hereto contains a true and complete listing of all employees
and consultants of the General Partner and the Partnership as of the date
hereof, their title, annual salary (including base compensation and additional
compensation or the terms thereof, if determined pursuant to a scale or
formula), date of hire, date of next review and date of last review. Except as
set forth on Schedule 3.26(ii) hereto, on and as of March 31, 1998, there are no
vacation pay, bonuses, commissions, sick pay, or other fees or benefits in
respect of work done earned or due to or expected by any present, former or
prospective employees, not fully paid or accrued on the Balance Sheets. Except
as set forth on Schedule 3.26(iii) hereto, since February 28, 1998, except in
the ordinary course of business and consistent as to timing and amount with past
practices, the General Partner and the Partnership have not: (i) increased the
compensation payable or to become payable to or for the benefit of any of its
employees, (ii) provided any of its employees with increased security or tenure
of employment, (iii) increased the amount payable to any of its employees upon
the termination of any such person's employment, or (iv) increased, augmented
or improved benefits granted to or for the benefit of any of its employees under
any bonus, stock option, profit sharing, pension, retirement, deferred
compensation, insurance or other direct or indirect benefit plan or arrangement.
Except as set forth on Schedule 3.26(iv) hereto, no Employee has given notice to
the General Partner or the Partnership to terminate his or her employment nor
has any Employee threatened to give notice of termination and the General
Partner and the Partnership have no knowledge of the intention of any employee
to do so.

           3.27 Employee Benefit Plans. (a) Except as set forth on Schedule
3.27(a) hereto, neither the General Partner nor the Partnership has any actual
or contingent liability or obligation with respect to any employee benefit plan,
policy, arrangement or agreement (including without limitation, any savings,
retirement, fringe benefit, stock option, bonus, incentive compensation,
deferred compensation, excess, supplemental executive compensation, employee
stock purchase, vacation, sickness or disability, severance or separation,
restricted stock plan, policy or arrangement) or employment or consulting
contracts or agreements (including without limitation, any "employee benefit
plan", as defined in ERISA), whether or not subject to ERISA, whether written or
oral ("Employee Benefit Plans"). With respect to each Employee Benefit Plan, the
General Partner or the Partnership has heretofore delivered to ADP true and
complete copies of the following documents, where applicable: (i) the text of
the Employee Benefit Plan (including any amendments thereto) and of any trust or
insurance contract maintained in connection therewith, (ii) the three most
recent annual reports (IRS Form 5500 series), together with required schedules
filed with the Internal Revenue Service ("IRS") and any financial statements or
opinions required under ERISA, (iii) the most recent summary plan description
and all modifications, and (iv) the most recent determination letter issued by
the IRS.

           (b) Neither the General Partner, the Partnership nor any other
corporation or other trade or business which is or has been under common control
with the General Partner or the Partnership (as determined under Section 414(b),
(c), (m) or (o) of the Code) has ever



                                       20



<PAGE>   24


maintained, contributed to or incurred any obligation or liability with respect
to (i) any "multiemployer plan", as defined in Section 3(37) or 4001(a)(3) of
ERISA or Section 414(f) of the Code (either as an employer or a joint employer)
or (ii) any other plan covered by Title IV of ERISA or subject to the
requirements of Section 412 of the Code and neither the General Partner nor the
Partnership has any actual or contingent liability under Title IV of ERISA or
Section 412 of the Code to any person or entity, including the Pension Benefit
Guaranty Corporation, the IRS, any such plan or the participants (or their
beneficiaries) in any such plan and there is no basis for any such liability as
the result of or after the consummation of the transactions contemplated by this
Agreement.

           (c) Each Employee Benefit Plan that is intended to be qualified under
Section 401 of the Code is so qualified and has been so qualified during the
period from its adoption to date, and each trust forming a part thereof is
exempt from tax pursuant to Section 501 of the Code and all contributions made
thereto have been deductible by the General Partner or the Partnership, as the
case may be. A favorable determination letter has been issued by the IRS with
respect to each such plan and trust, which letter includes a determination with
respect to the qualification of the plan under the Code (or if such letter has
not yet been received, an application has been made to the IRS for such
determination within the remedial amendment period so that such letter will have
retroactive effect to the effective date of such legislation) and there are no
facts and nothing has occurred that would adversely affect the qualification of
such plan.

           (d) No Employee Benefit Plan is a "voluntary employees' beneficiary
association" within the meaning of Section 501(c)(9) of the Code and there have
been no other "welfare benefit funds" within the meaning of Section 419 of the
Code relating to any of the employees or former employees of the General Partner
or the Partnership. Except as set forth on Schedule 3.27(d) hereto, no Employee
Benefit Plan provides health, dental, life insurance or other welfare benefits
(whether on an insured or self-insured basis) to any of such employees after
their retirement or other termination of employment from the General Partner or
the Partnership (other than continuation coverage required under Section 601
through 609 of ERISA and Section 4980B of the Code that may be purchased at the
sole expense of the employee).

           (e) Each Employee Benefit Plan has, in all material respects, been
maintained and administered in compliance with its terms and with the
requirements prescribed by any and all statutes, orders, rules and regulations,
including, but not limited to, ERISA and the Code, which are applicable to such
plan and there is no audit, investigation, dispute, arbitration, claim, suit, or
grievance, pending or, to the knowledge of the General Partner and the
Partnership, threatened, involving an Employee Benefit Plan (other than routine
claims for benefits), and, to the knowledge of the General Partner and the
Partnership, there is no basis for such a claim. There have been no "prohibited
transactions" (within the meaning of Section 4975 of the Code or Section 406 of
ERISA) with respect to any Employee Benefit Plan.



                                       21



<PAGE>   25
           (f) All contributions have been made under, and all obligations to
any of the employees or former employees of the General Partner and the
Partnership (including vacation entitlements) have been satisfied with respect
to, each Employee Benefit Plan for all periods up to the date hereof, except as
set forth in the Historical Financial Statements. Except as set forth on
Schedule 3.27(f) hereto, the costs of all Employee Benefit Plans are fully
accrued and reflected in the Historical Financial Statements.

           (g) Except as otherwise set forth on Schedule 3.27(g) hereof, none of
the Employee Benefit Plans provides for the payment of separation, severance,
termination or similar-type benefits to any person or the acceleration of any
rights to benefits under any Employee Benefit Plan or obligates the General
Partner or the Partnership to pay separation, severance, termination or
similar-type benefits solely as a result of any transaction contemplated by this
Agreement or any agreement related hereto or as a result of a "change in
control" (within the meaning of such term under Section 280G of the Code).

           3.28 Notes and Accounts Receivable. All of the notes and accounts
receivable of the General Partner and the Partnership (including, without
limitation, those reflected on the Balance Sheets) are actual and bona fide
notes and accounts receivable, representing obligations for the total dollar
amount thereof shown on the books of the General Partner or the Partnership, as
the case may be (less reserves, if any), that resulted from the ordinary course
of the Partnership's business and are collectible in accordance with their
terms, and there are no Liens on any of such notes or accounts receivable,
except as set forth in Schedule 3.28(i) hereto.

           3.29 Casualty Losses. Since February 28, 1998 there has not been any
loss, damage or destruction to or of any of the assets, property or business of
the General Partner or the Partnership nor have any of such assets, properties
or business of the General Partner or the Partnership been affected as a result
of fire, accident or other casualty, war, civil strife or act of God.

           3.30 Environmental Compliance. Neither the General Partner nor the
Partnership has received any notification and neither is aware that Hazardous
Materials have been generated, used, treated or stored on, released or disposed
of on, or transported to or from, any real property owned or leased by the
General Partner or the Partnership. The General Partner and the Partnership are
in compliance in all material respects with applicable Environmental Laws and
the requirements of any permits issued under such Environmental Laws with
respect to any such property. There are no pending or, to the knowledge of the
General Partner and the Partnership, threatened claims, suits, demands,
investigations, proceedings or other actions relating to any Environmental Law
with respect to any such property. There are no Environmental laws which would
prevent or delay the transactions contemplated by this Agreement or would create
any liability on behalf of the General Partner or the Partnership.



                                       22


<PAGE>   26
         3.31 Transactions with Affiliates. (a) Schedule 3.31 hereto sets forth
a summary of the material terms, together with photocopies (if in writing), of
all contracts, agreements or arrangements of any nature whatsoever, whether
written or oral, between the General Partner or the Partnership and any of their
respective Affiliates, including the Sellers (or any of such Sellers'
Affiliates), including without limitation any employment agreement or other
compensation or reimbursement arrangement, any loan or guarantee, and any
purchase or sales agreement.

         (b) The Sellers have no present intention of amending their license and
maintenance agreements with the Partnership regarding any Business Intellectual
Property.

         3.32 Disclosure. None of this Agreement, the agreements related
hereto, the Historical Financial Statements or any Schedule, Exhibit, agreement
certificate or other document attached hereto or thereto or delivered in
accordance with the terms hereof or thereof or, to the knowledge of the General
Partner and the Partnership, any other written materials furnished or to be
furnished by the General Partner or the Partnership to ADP contains any untrue
statement of a material fact or omits any statement of a material fact necessary
in order to make the statements contained herein or therein not misleading.

         3.33 Brokers' and Finders' Fees. Except as set forth on Schedule 3.33
hereto, no agent, broker, Person or firm acting on behalf of the General
Partner, the Partnership, any of the Sellers or any of their respective
Affiliates is, or will be, entitled to any fee, commission, broker's or finder's
fee or similar payment from any of the parties hereto, or from any Affiliate of
any of the parties hereto, in connection with this Agreement or any of the
transactions contemplated hereby.


                                    SECTION 4

                      REPRESENTATIONS AND WARRANTIES OF ADP

         ADP represents and warrants to each of the Sellers that:

         4.1 Organization and Standing. ADP is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all necessary power and authority and all authorizations, licenses,
permits and certificates necessary to own, lease or license its property and to
conduct its business as now conducted.

         4.2 Authorization; Consents. (a) ADP has the corporate authority to
execute and deliver this Agreement and the agreements related hereto, to perform
its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. Such execution, delivery and performance have
been duly authorized by all necessary corporate action of ADP. This Agreement
has been duly executed and delivered by ADP and constitutes


                                       23



<PAGE>   27




the legal, valid and binding obligation of ADP enforceable against it in
accordance with its terms. The execution, delivery and performance of this
Agreement and the agreements related hereto by ADP will not breach or violate
any provision of, nor cause any event by which a right of termination or
acceleration or Lien on any of their properties or assets would be created under
(i) any statute or regulation or any Order of any court or other agency of
government or any judgment, award or decree, (ii) its charter or By-Laws, or
(iii) any indenture, contract, instrument or other agreement by which ADP is
bound.

         (b) There are no consents, approvals or authorizations, declarations,
filings or registrations with, or notices to, any governmental or regulatory
authority required to be made or obtained by ADP in connection with the
execution and delivery of this Agreement and the agreements related hereto and
the performance of the transactions contemplated hereby and thereby.

         4.3 Brokers' and Finders' Fees. No agent, broker, Person or firm acting
on behalf of ADP or any of its Affiliates is, or will be, entitled to any fee,
commission, broker's or finder's fee or similar payment from any of the parties
hereto, or from any Affiliate of any of the parties hereto, in connection with
this Agreement or any of the transactions contemplated hereby.

                                    SECTION 5

                                    COVENANTS

         5.1 Nomination of Director. The Selling Shareholders hereby agree to
nominate for election to the board of directors of the General Partner (the
"Board"), and to elect to such Board, one individual designated by ADP, and to
vote all of their voting shares in the General Partner, and to cause their
Affiliates to vote all voting shares in the General Partner controlled by such
affiliates in favor of the election of such individual to the Board and, to the
extent necessary, to take any and all further action necessary to ensure the
election and maintenance of such individual as a member of the Board throughout
the term of this Agreement. Notwithstanding the foregoing, the individual
designated by ADP shall not participate in any Board matters relating to the
back office products and/or services of the Partnership and the individual
designated by ADP, on the one hand, and the Board, on the other hand, shall not
exchange any information of the type described on Exhibit D with the other
relating to the respective back office products and/or services of ADP and the
Partnership (except for (i) technical information regarding ADP's back office
products and/or services to the extent necessary to interface ADP's back office
products and/or services with the Partnership's BrokerView(TM) product as
contemplated by the BrokerView(TM) Agreement and (ii) information necessary in
connection with ADP's decision as to whether to exercise the Call). Accordingly,
ADP and the Partnership and the director shall comply with the procedures and
the confidentiality provisions described on Exhibit D for Board meetings and for
the exchange of


                                       24



<PAGE>   28




information generally to prevent the exchange of any such back office-related
information.

         5.2 Annual and Quarterly Financial Statements. The Sellers shall cause
the General Partner and the Partnership to deliver to ADP all information
relating to the General Partner and the Partnership which is required to be
delivered to the shareholders of the General Partner and the partners of the
Partnership under the Shareholder Agreement and the Partnership Agreement,
during the time periods provided for therein, including without limitation, the
financial statements of the Partnership and the General Partner required to be
delivered pursuant to Section 9.6 of the Partnership Agreement. The provisions
of this Section 5.2 shall be subject to the procedures set forth in Exhibit D.

         5.3 Right of First Refusal. If, prior to the Call Termination Date, the
Partnership or the General Partner receives a Bona Fide Offer from a Person
which is financially responsible to purchase either all or substantially all of
their assets or an ownership interest in the General Partner and/or the
Partnership for cash (or cash equivalents) payable in full at closing, which
Bona Fide Offer is subject only to contingencies respecting title and the
performance of standard due diligence (a "Proposed Offer") or the Partnership or
the General Partner determine to make a public offering of ownership (a "Public
Offering"), then the General Partner or the Partnership, as the case may be,
shall first offer to sell the same interest to ADP for a consideration and on
terms and conditions equivalent to those of the Proposed Offer or Public
Offering. ADP shall have 30 days after receiving a complete and correct copy of
the terms and conditions of the Proposed Offer or Public Offering to accept or
reject such Proposed Offer or Public Offering and to purchase the same interest
on the same terms and conditions. In the event ADP either fails to timely accept
or reject any such Proposed Offer or Public Offering, ADP's right of first
refusal with respect to such transaction shall be void and of no effect. Prior
to the Call Termination Date, the Partnership and the General Partner shall not
sell all or substantially all of their assets or any ownership interest in the
General Partner and/or the Partnership or make a public offering of ownership
unless they have first complied with the foregoing provisions of this Section
5.3.

         5.4 Transfer Subject to this Agreement. Prior to the Call Termination
Date, Sellers shall not Transfer any shares of Common Stock or Partnership
Interests to any Person that has not executed and delivered to ADP, the General
Partner, the Partnership and the other Sellers counterparts of this Agreement,
the Shareholder Agreement and the Partnership Agreement, whereby such transferee
has agreed to be bound by the obligations of the transferring Seller under this
Agreement, the Shareholder Agreement and the Partnership Agreement (to the same
extent that the transferring Seller was bound prior to the Transfer).

         5.5 Ordinary Course Transactions. The Sellers shall cause the General
Partner and the Partnership to carry on the business of the Partnership in the
ordinary course. The Sellers shall not allow the General Partner or the
Partnership to dispose of any assets except in the ordinary course of business,
or purchase a material equity interest in, or material portion of the assets of,
or merge with or into or enter into any business combination involving, any
other Person


                                       25



<PAGE>   29




prior to the Call Termination Date, except in accordance with the terms of this
Agreement. Except as provided herein and in the Partnership Agreement and the
Shareholder Agreement, neither the General partner nor the Partnership shall
enter into any transactions with any Seller other than on an arm's length basis.

         5.6 Licensing Provisions. In addition, the Sellers shall cause the
Partnership to use its best efforts to not include in any licensing agreement
into which it enters a change of control provision (i.e., a provision which
would permit the licensee to terminate the licensing agreement upon a change of
control of the Partnership or the General Partner).

         5.7 Sale of Source Code. In no event shall Sellers permit the General
Partner or the Partnership to sell, in any form, all or a portion of the source
code for any software product offered by the Partnership, or any Intellectual
Property Rights relating thereto whatsoever; provided, however, that the General
Partner or the Partnership may (and the Sellers may permit them to) (i) license
to the Partnership's customers who are the end users of such software all or a
portion of the source code for any software product offered by the Partnership,
or any Intellectual Property Rights relating thereto, in the ordinary course of
its business or (ii) sell, in any form, all or a portion of the source code for
any software product offered by the Partnership, or any Intellectual Property
Rights relating thereto, provided that such software product does not comprise a
significant portion of the software products currently contemplated to be
offered by the Partnership and such sale is in the ordinary course of business:
provided further, however, that the General Partner or the Partnership shall not
in any event (and the Sellers shall not permit them to) sell, in any form, a
significant portion of the source code for any software product offered by the
Partnership which is listed on Exhibit 1.5 to the BrokerView(TM) Agreement, or
any Intellectual Property Rights relating thereto.

         5.8 Non-Hire: Non-Disclosure. (a) During the period commencing on the
date hereof and ending two years after the later of (i) the Call Termination
Date and (ii) the Call Exercise Date, the Sellers, the General Partner and the
Partnership, on the one hand, and ADP, on the other hand, shall not, directly or
indirectly, hire or employ, or recruit, solicit or encourage to leave the employ
of other or any of their or its, as the case may be, Affiliates, any individual
who is now or hereafter becomes an employee or a consultant of the Sellers, the
General Partner and the Partnership, on the one hand, and ADP, on the other
hand, or any of their or its, as the case may be, Affiliates until such person
has ceased to be an employee or a consultant of any of such entities for a
period of at least two years (the parties acknowledge and agree that the
exercise of the Call by ADP shall not violate this provision).

         (b) The Sellers, the General Partner and the Partnership, on the one
hand, and ADP, on the other hand, shall not, directly or indirectly, disclose,
furnish or make accessible to any Person, or other entity whatsoever, or to any
officer, director, shareholder, partner, associate, employee, agent or
representative of any such entity, any proprietary information which is not in
the public domain (including, without limitation, any customer lists, business
methods, procedures, pricing and marketing structure and strategy, source or
object codes, experimental


                                       26



<PAGE>   30




or research work, names and addresses of current, former and prospective clients
or employees, or any other trade secrets, technical data, or know-how of any
kind) relating to the businesses of the other which is obtained as a result of
the transactions contemplated by this Agreement.

         5.9 Automatic Guaranty. Automatic hereby guarantees full performance of
all of ADP's obligations under this Agreement.

                                   SECTION 6

                       THE CALL AND THE SUBSEQUENT SHARES
                    AND THE SUBSEQUENT PARTNERSHIP INTERESTS

         6.1 The Call. (a) The Sellers hereby grant to ADP and its Affiliates,
upon the terms and subject to the conditions of this Agreement, an exclusive
call right (the "Call") to purchase the Subsequent Shares and the Subsequent
Partnership Interests at the Subsequent Purchase Price on the fifth anniversary
of this Agreement or as soon thereafter as commercially practicable, subject to
the determination of the Subsequent Purchase Price in accordance with Exhibit C
hereof and subject to Section 6.1(b) below; provided, however, that the Call
shall terminate on the Call Termination Date.

         (b) If ADP or its Affiliate elects to exercise the Call but is
prohibited from affecting the exercise of the Call by any statute or regulation
or any Order of any court or other agency of government or any judgment, award
or decree, then payment of the Subsequent Purchase Price by ADP or its Affiliate
shall be conditional upon, and postponed until a date which is 30 days after the
entry of, judgment in favor of permitting the Call to be exercised by ADP or its
Affiliate, from which no appeal is or may be taken; provided, however, that the
Call Exercise Date may not be postponed beyond the date which is six years after
the date hereof (or four years after the date hereof in the event that the
Sellers elect to accelerate the Call in accordance with Section 6.1(e) below),
unless ADP pays to the Partnership an amount equal to $100,000 for each month
that the Call Exercise Date is Postponed beyond such date (all of such amounts
shall be offset against ADP's obligations to pay for the Investment Banks under
Exhibit C, first, and ADP's obligations to pay the Subsequent Purchase Price,
second, and in the event that ADP does not exercise the Call any amounts
remaining after paying for the Investment Banks in accordance with Exhibit C
shall not be refunded to ADP); provided further, however, that the Call Exercise
Date may not be postponed in any event beyond the date which is 7 years after
the date hereof (or 5 years after the date hereof in the event that the Sellers
elect to accelerate the Call in accordance with Section 6.1(e) below). For
purposes of this Agreement, the "Call Termination Date" shall mean the earlier
of (i) the date that ADP or its Affiliate elects not to exercise the Call, (ii)
the date that ADP elects not to exercise its right of first refusal in
accordance with Section 5.3 above (provided that the transaction contemplated by
the Proposed Offer or Public Offering relating to such right of first refusal is
ultimately


                                       27



<PAGE>   31

consummated), (iii) the date which is 7 years after the date hereof or (iv) in 
the event that the Sellers elect to accelerate the Call in accordance with
Section 6.1(e) below, the date which is 5 years after the date hereof.

         (c) If ADP or its Affiliate elects to exercise the Call, ADP or its
Affiliate shall give to each of the Sellers a notice (the "Call Notice") within
15 days after receipt of the determination of the Subsequent Purchase Price in
accordance with Exhibit C hereof, which Call Notice shall specify a date for the
Closing of the purchase and sale of the Subsequent Shares and the Subsequent
Partnership Interests pursuant to the Call (the "Call Exercise Date"). The Call
Exercise Date specified in the Call Notice shall be (i) a Business Day, and (ii)
not less then 10 days nor more than 90 days after the date of the Call Notice
(subject to postponement in accordance with Section 6.1(b) above).

         (d) Notwithstanding any other provisions of this Agreement, ADP shall
have no obligation whatsoever to exercise the Call, and shall have no liability
whatsoever for not exercising the Call.

         (e) The Sellers may accelerate the Call to the Third Anniversary of
this Agreement subject to the provisions of this Section 6 (the "Put");
provided, however, that the Sellers may accelerate the Call as provided above
only if the Partnership has successfully completed the development and
installation of its back office system in a production environment prior to such
third anniversary. In order to exercise the Put, the Sellers shall notify ADP of
the Put in writing no later than sixty days prior to the third anniversary of
this Agreement. In the event that the Sellers accelerate the Call in this
fashion and ADP does not timely purchase the Subsequent Shares and the
Subsequent Partnership Interests (subject to Section 6.1(b) above), ADP shall
have no further rights to exercise the Call.

         6.2 Subsequent Shares and Subsequent Partnership Interests. If and
after ADP or its Affiliate has exercised the Call, subject to the terms and
conditions of this Agreement, at the Subsequent Closing, each of the Sellers
shall sell to ADP or its Affiliate his or its applicable portion of the
Subsequent Shares and Subsequent Partnership Interests, and ADP or its Affiliate
shall purchase all of such Subsequent Shares and Subsequent Partnership
Interests.

         6.3 Subsequent Closing. The closing of the sale and purchase of the
Subsequent Shares and Subsequent Partnership Interests (the "Subsequent
Closing") shall take place at a mutually agreed location and time on the date
elected by ADP in accordance with Section 6.1(c) above, or such other date as
may be agreed upon by ADP and the Sellers. The actual date of the Subsequent
Closing shall be referred to as the "Subsequent Closing Date."

         6.4 Deliveries at the Subsequent Closing. At the Subsequent Closing:

         (a) each of the Sellers shall deliver or cause to be delivered to ADP
or its Affiliate: (i) share certificates representing the number of each such
parties' Subsequent Shares, duly


                                       28



<PAGE>   32




endorsed in blank or accompanied by stock powers or other appropriate
instruments of transfer, executed in blank, in proper form for transfer, with
all appropriate stock transfer tax stamps affixed (the cost of which, if any,
shall be borne by ADP), and (ii) such other documents or evidences as may be
required by Section 7 to be delivered on or prior to the Subsequent Closing
Date.

         (b) the Sellers and the Partnership shall amend the Partnership
Agreement to reflect the transfer to ADP or its Affiliate of the Subsequent
Partnership Interests.

         (c) The Shareholder Agreement shall be terminated.

         (d) ADP or its Affiliate shall pay to the Sellers, for the Subsequent
Shares and Subsequent Partnership Interests, the Subsequent Purchase Price
(which payment shall be allocated among the Sellers in accordance with the
allocation provided to ADP by the Sellers) by wire transfer of immediately
available funds, or certified or bank check.

                                    SECTION 7

                      CONDITIONS TO THE SUBSEQUENT CLOSING

         7.1 Conditions Applicable to ADP's Obligations. If ADP or its Affiliate
has exercised the Call, the obligations of ADP or its Affiliate under this
Agreement to enter into and complete the Subsequent Closing are subject to the
Sellers having executed and delivered to ADP or its Affiliate a Subsequent
Purchase Agreement (the "Subsequent Purchase Agreement"), which includes
mutually agreed upon terms and conditions which are standard and customary for
transactions similar to the Subsequent Closing.

         7.2 Conditions Applicable to Sellers Obligations. The obligations of
the Sellers under this Agreement to enter into and complete the Subsequent
Closing are subject to ADP or its Affiliate having executed and delivered to
each of the Sellers the Subsequent Purchase Agreement.

                                    SECTION 8

                          SURVIVAL AND INDEMNIFICATION

         8.1 Survival of Representations, Warranties and Covenants. The
respective representations and warranties of the Sellers, on the one hand, and
ADP, on the other hand, contained in this Agreement or in any Exhibit, Schedule,
agreement or other document delivered in connection with the Closing pursuant
hereto or thereto shall survive the date hereof, but shall expire on the third
anniversary of the date hereof, except that (i) each of the


                                       29



<PAGE>   33

Sellers' representations and warranties in Sections 3.11, 3.16 and 3.30 hereof
shall expire upon the expiration of all statutes of limitation applicable
thereto and (ii) any of such representations and warranties shall survive with
respect to, and to the extent of, any claim for which a Certificate has been
delivered to the Indemnifying Party prior to such expiration. The respective
covenants and agreements of ADP and the Sellers contained in this Agreement or
in any Exhibit, Schedule, agreement or other document delivered in connection
with this Agreement (including, without limitation, the respective
indemnification obligations of ADP and each of the Sellers set forth in Sections
8.2(a) and 8.2(b) hereof) shall survive the consummation of the transactions
contemplated by this Agreement.

          8.2 Indemnification. (a) Each of the Sellers shall indemnify, defend
and hold harmless ADP and its Affiliates, and the officers, directors,
shareholders and employees of ADP and such Affiliates, from and against, and pay
or reimburse ADP and such Affiliates (and such officers, directors, shareholders
and employees) for, any and all costs, losses, damages or liabilities
(including, without limitation, fees and disbursements of counsel incurred by
the Indemnified Party in any action or proceeding between the Indemnified Party
and the Indemnifying Party or between the Indemnified Party and any third party
or otherwise) (collectively, "Losses" and individually, a "Loss"), whether or
not resulting from any third party claims, incurred or suffered by ADP or any
such Affiliates (or any of such officers, directors, shareholders and employees)
with respect to or in connection with:

          (i) the failure of any representation or warranty made in or pursuant
to this Agreement or the Schedules or Exhibits hereto or in any other
agreements, certificates or documents delivered in connection with this
Agreement by any of the Sellers to be true and correct in all respects as of the
date of this Agreement; or

          (ii) any breach or nonfulfillment of any covenant or obligation of any
of the Sellers under this Agreement or under any other agreements, certificates
or documents delivered in connection with this Agreement by any of the Sellers;
or

          (iii) except as may otherwise be provided by this Agreement, any Claim
or other matter arising out of any events, conditions, or occurrences relating
to the General Partner or the Partnership on or prior to the Closing;

provided, however, that, notwithstanding anything to the contrary in this
Agreement or in any agreement or document delivered in connection herewith, the
Sellers shall not be required to indemnify and hold harmless the ADP and its
Affiliates under this Section 8.2(a) unless and until the aggregate amount of
their Losses hereunder exceeds $50,000; and provided, further, that the
aggregate liability of each Seller under this Section 8.2(a) or otherwise
pursuant to this Agreement or the agreements contemplated hereby shall in no
event exceed an amount equal to the aggregate amount(s) actually received by
such Seller pursuant to this Agreement or the agreements contemplated hereby.


                                       30



<PAGE>   34




         (b) ADP shall indemnify, defend and hold each of the Sellers harmless
from and against, and pay and reimburse each of the Sellers for, any Loss or
Losses, whether or not resulting from any third party claim, incurred or
suffered by any of the Sellers with respect to or in connection with:

         (i) the failure of any representation or warranty made in or pursuant
to this Agreement or the Schedules or Exhibits hereto or in any other
agreements, certificates or documents delivered in connection with this
Agreement by ADP to be true and correct in all respects as of the date of this
Agreement; or

         (ii) any breach or nonfulfillment of any covenant or obligation of ADP
under this Agreement or under any other agreements, certificates or documents
delivered in connection with this Agreement by ADP.

         (c) It is specifically understood and agreed that, notwithstanding any
provision to the contrary in this Agreement or any agreement executed in
connection herewith, in the event a misrepresentation or breach of warranty or
covenant in this Agreement or any agreement executed in connection herewith, the
remedy of the Indemnified Party shall be limited solely to the indemnity set
forth in this Agreement and the Indemnified Party shall not be entitled to any
other damages, including, without limitation, special, incidental or
consequential damages incurred by the other party or anyone claiming through or
on behalf of such other party, even if such party has been advised of the
possibility of such damages.

         8.3 Indemnification Procedure. (a) Promptly after the party seeking
indemnification (the "Indemnified Party") learns of any event or circumstance,
including, without limitation, any claim by a third party described in Section
8.3(c) hereof, that, in the judgment of the Indemnified Party, may give rise to
indemnification hereunder, the Indemnified Party shall deliver to the party or
parties from which indemnification is sought (the "Indemnifying Party") a
certificate (the "Certificate"), which Certificate shall:

         (i) state that the Indemnified Party has incurred or properly accrued
Losses, or anticipates that it will incur Losses for which such Indemnified
Party is entitled to indemnification pursuant to this Agreement, and the actual
or estimated amount of the Loss or Losses incurred, accrued or anticipated; and

         (ii) specify in reasonable detail each individual item of Loss included
in the amount so stated, the date such item was, or is anticipated to be,
incurred or properly accrued, the basis for any anticipated Loss or Losses and
the nature of the misrepresentation, breach of warranty or breach of covenant or
claim to which each such item is related and the computation of the amount to
which such Indemnified Party claims to be entitled hereunder;

provided, however, that any failure or delay by the Indemnified Party in
delivering a Certificate to the Indemnifying Party shall not affect the
Indemnified Party's right to



                                       31



<PAGE>   35

indemnification under this Section 8, except to the extent that the Indemnifying
Party is able to establish its damages resulting directly from such failure or
delay.

         (b) In case the Indemnifying Party shall object to the indemnification
of an Indemnified Party in respect of any claim described in any Certificate,
the Indemnifying Party shall, within ten Business Days after receipt by the
Indemnifying Party of such Certificate, deliver to the Indemnified Party a
written notice to such effect and the Indemnifying Party and the Indemnified
Party shall, within the thirty-day period beginning on the date of receipt by
the Indemnified Party of such written objection, attempt in good faith to agree
upon the rights of the respective parties with respect to each such claim to
which the Indemnifying Party shall have so objected. In the event such claim is
in respect of a third-party claim against the Indemnified Party, the
Indemnifying Party shall take such actions as are required pursuant to Section
8.3(c) hereof, provided that the Indemnifying Party's objection against such
Indemnifying Party's liability for indemnification shall remain subject to
determination under this Section 8.3(b). If the Indemnified Party and the
Indemnifying Party shall succeed in reaching agreement on their respective
rights with respect to any such claim, the Indemnified Party and the
Indemnifying Party shall promptly prepare and sign a memorandum setting forth
such agreement. Should the Indemnified Party and the Indemnifying Party be
unable to agree as to any particular item or items or amount or amounts, then
the Indemnified Party and the Indemnifying Party shall submit such dispute to a
court of competent jurisdiction.

         (c) Promptly after the assertion by any third party of any claim
against any Indemnified Party that, in the judgment of such Indemnified Party,
may result in the incurrence by such Indemnified Party of Losses for which such
Indemnified Party would be entitled to indemnification pursuant to this
Agreement, such Indemnified Party shall deliver a Certificate in accordance with
Section 8.3(a) hereof and the Indemnifying Party may, at its option, assume the
defense of the Indemnified Party against such claim (including the employment of
counsel, who shall be reasonably satisfactory to such Indemnified Party, and the
payment of expenses). Until the Indemnifying Party shall have so assumed the
defense of the Indemnified Party against such claim following the delivery of
such Certificate, the Indemnified Party may, but shall not be obligated to,
undertake the defense, compromise or settlement of such claim on behalf of and
for the account and risk of the Indemnifying Party, and if such Indemnified
Party is entitled to indemnification under this Section 8, all legal or other
expenses reasonably incurred by the Indemnified Party shall be borne by the
Indemnifying Party. Any Indemnified Party shall have the right to employ
separate counsel in any such action or claim and to participate in the defense
thereof, but the fees and expenses of such counsel shall not be at the expense
of the Indemnifying Party unless (i) the Indemnifying Party shall have failed,
within ten Business Days after receipt of a Certificate in respect of such
claim, to assume the defense of such claim or to notify the Indemnified Party in
writing that it will assume the defense of such claim, (ii) the employment of
such counsel has been specifically authorized in writing by the Indemnifying
Party, which authorization shall not be unreasonably withheld, or (iii) the
named parties to any such action (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party and such Indemnified Party
shall have been


                                       32



<PAGE>   36
advised in writing by such counsel that there may be one or more legal defenses
available to either party and that the assertion (or nonassertion) by the
Indemnifying Party of any of such defenses will be adverse to the interests of
the Indemnified Party. No Indemnifying Party shall be liable to indemnify any
Indemnified Party for any settlement of any such action or claim effected
without the consent of the Indemnifying Party, but if settled with the consent
of the Indemnifying Party, or if there be final judgment for the plaintiff in
any such action, the Indemnifying Party shall indemnify and hold harmless each
Indemnified Party from and against any Loss or Losses by reason of such
settlement or judgment. After any such claim has been filed or initiated, each
party shall make available to the other and its attorneys and accountants all
pertinent information under its control relating to such claim which is not
confidential or proprietary in nature or which is made available under the terms
of a confidentiality agreement or is delivered or obtained under appropriate
protective orders satisfactory to such party and the parties agree to render to
each other such assistance as they may reasonably require of each other in order
to facilitate the proper and adequate defense of any such claim.

         (d) Within five Business Days of the determination of the amount of any
(i) claims for Losses specified in any Certificate to which an Indemnifying
Party shall not object in writing within ten Business Days of receipt of such
Certificate, (ii) claims for Losses covered by a memorandum of agreement of the
nature described in Section 8.3(b) hereof, (iii) claims for Losses the validity
and amount of which have been the subject of judicial determination as described
in such Section 8.3(b) or (iv) claims for Losses the validity and amount of
which shall have been the subject of a final judicial determination as described
in Section 8.3(c) hereof, in each case, the Indemnifying Party shall pay such
determined amount in immediately available funds to the Indemnified Party by
such means of payment as shall be requested by the Indemnified Party not less
than one Business Day prior to such payment.

                                    SECTION 9

                                  MISCELLANEOUS

         9.1 Further Assurances. Each party shall, at the request of the other,
at any time and from time to time following the date hereof, execute and deliver
to the requesting party such further instruments, take or cause to be taken all
actions and do or cause to be done all other things as may be reasonably
necessary or appropriate in order more effectively to confirm or carry out the
provisions of this Agreement.

         9.2 Non-Disclosure of the Terms of this Agreement. The General Partner,
the Partnership and each of the Sellers, on the one hand, and ADP, on the other
hand, agree that without the consent of the other they will not disclose any of
the terms, conditions or other facts with respect to this Agreement, except
pursuant to a subpoena or other court process or at the express direction of any
other authorized government agency (provided that the party who


                                       33


<PAGE>   37

receives such a demand promptly notifies the other party of the existence, terms
and circumstances surrounding such demand).

         9.3 Notices. All notices, requests, demands and other communications
pursuant to this Agreement shall be in writing and shall be deemed to have been
given and received: (i) the same day, if by hand delivery, (ii) the next day, if
by overnight courier, (iii) five days after mailed, in any general or branch
United States Post Office, enclosed in a registered or certified post-paid
envelope, return receipt requested, addressed to the address of the parties
stated below or to such changed address as such party may have fixed by notice,
or (iv) upon confirmation of receipt, if by facsimile transmission:



          If to the Partnership, to:             
                                                 
          William W. Simpson                     
          Comprehensive Software Systems, Ltd.   
          25178 Genesee Trail Road               
          Golden, CO 80401                       
                                                 
          With a copy to:                        
                                                 
          Marc J. Musyl, Esq.                    
          Rothgerber, Appel, Powers & Johnson LLP
          One Tabor Center, Suite 3000           
          1200 Seventeenth Street                
          Denver, CO 80202                       
                                                 
          If to the General Partner, to:         
                                                 
          William W. Simpson                     
          CSS Management, Inc.                   
          25178 Genesee Trail Road               
          Golden, CO 80401                       
                                                 
          With a copy to:                        
                                                 
          Marc J. Musyl, Esq.                    
          Rothgerber, Appel, Powers & Johnson LLP
          One Tabor Center, Suite 3000           
          1200 Seventeenth Street                
          Denver, CO 80202                       
                                                 
          
                                       
                                       34
          
<PAGE>   38


          If to any of the Sellers, to           

          With a copy to:                          
                                                          
          Marc J. Musyl, Esq.                             
          Rothgerber, Appel, Powers & Johnson LLP         
          One Tabor Center, Suite 3000                    
          1200 Seventeenth Street                         
          Denver, CO 80202                                
                                                          
          If to ADP, to:                                  
                                                          
          ADP Financial Information Services, Inc.        
          Two Journal Square Plaza                        
          Jersey City, New Jersey 07306                   
          Attention: Group President                      
          Telecopy No. (201) 714-3506                     
                                                          
          With a copy to:                                 
                                                          
          Automatic Data Processing, Inc. 
          One ADP Boulevard 
          Roseland, New Jersey 07068 
          Attention: General Counsel 
          Telecopy No. (201) 535-6199                         
                                                          
          
          Any notice of change of address in accordance with the foregoing shall
be effective only upon receipt.

          9.4 Entire Agreement. This Agreement, including the Schedules and
Exhibits hereto, sets forth the entire agreement and understanding between the
parties as to the subject matter hereof and thereof and merges and supersedes
all prior discussions, agreements and understandings of every kind and nature
between them (other than any non-disclosure or confidentiality agreement between
the General Partner, the Partnership or any of their respective Affiliates,
including the Sellers, and ADP and any of its Affiliates), and no party hereto
shall be bound by any representation, warranty, covenant, term or condition
other than as expressly provided for herein or therein.

          9.5 Governing Law. This Agreement and its validity, construction and
performance shall be governed in all respects by the laws of the State of
Colorado, without giving effect to principles of conflicts of law.


                                       35


<PAGE>   39


         9.6 Severability. If any provision of this Agreement or the application
of any provision hereof to any person or circumstance is held invalid, the
remainder of this Agreement and the application of such provision to other
persons or circumstances shall not be affected thereby.

         9.7 Assignability. Neither this Agreement, nor any of the rights or
obligations hereunder, may be assigned by any party hereto without the prior
written consent of ADP, the Company and each of the Sellers. This Agreement and
its rights and obligations shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

         9.8 Counterparts; Headings. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.

         9.9 Amendment. This Agreement may not be amended or modified except by
an instrument in writing executed on behalf of the General Partner, the
Partnership, ADP and each of the Sellers.

         9.10 Waiver. Any extension or waiver hereunder shall not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure of any
party to perform its obligations under this Agreement.

         9.11 Expenses. All Transaction Expenses shall be paid by the party
incurring such Transaction Expenses.

         IN WITNESS WHEREOF, ADP, the General Partner, the Partnership and each
of the Sellers have duly executed and delivered this Agreement as of the day and
year first above written.

                                    ADP FINANCIAL INFORMATION SERVICES, INC.

                                    By /s/ JAMES B. BENSON
                                      ------------------------------------
                                      James B. Benson, President

                                    COMPREHENSIVE SOFTWARE SYSTEMS LTD.

                                    By CSS Management, Inc., its general partner

                                       by /s/ WILLIAM W. SIMPSON
                                         ---------------------------------------
                                         Name: William W. Simpson
                                         Title: President


                                       36



<PAGE>   40

                                         CSS MANAGEMENT, INC.

                                         By /s/ WILLIAM W. SIMPSON
                                            ------------------------------------
                                            Name: William W. Simpson
                                            Title: President


                                         COMPREHENSIVE SECURITIES SYSTEMS, INC.

                                         By /s/ WILLIAM W. SIMPSON
                                            ------------------------------------
                                            Name: William W. Simpson
                                            Title: President


                                         AMERITRADE HOLDING CORPORATION

                                         By /s/ JOSEPH A. KONEN   
                                            ------------------------------------
                                            Name: Joseph A. Konen
                                            Title: President and COO


                                         BHC SECURITIES, INC.

                                         By 
                                            ------------------------------------
                                            Name: William Spane, Jr.
                                            Title: 
 

                                         MCDONALD & COMPANY SECURITIES, INC.

                                         By 
                                           -------------------------------------
                                           Name: William B. Summers
                                           Title: 


                                         MORGAN STANLEY & CO., INCORPORATED
     
                                         By 
                                           -------------------------------------
                                           Name: Robert F. Garland
                                           Title: 


                                       37



<PAGE>   41


                                         CSS MANAGEMENT, INC.

                                         By 
                                            ------------------------------------
                                            Name: William W. Simpson
                                            Title: President


                                         COMPREHENSIVE SECURITIES SYSTEMS, INC.

                                         By 
                                            ------------------------------------
                                            Name: William W. Simpson
                                            Title: President


                                         AMERITRADE HOLDING CORPORATION

                                         By 
                                            ------------------------------------
                                            Name: J. Joe Rickets
                                            Title: 


                                         BHC SECURITIES, INC.

                                         By /s/ WILLIAM SPANE, JR.
                                            ------------------------------------
                                            Name: William Spane, Jr.
                                            Title: President
 

                                         MCDONALD & COMPANY SECURITIES, INC.

                                         By 
                                           -------------------------------------
                                           Name: William B. Summers
                                           Title: 


                                         MORGAN STANLEY & CO., INCORPORATED
     
                                         By 
                                           -------------------------------------
                                           Name: Robert F. Garland
                                           Title: 


                                       37
<PAGE>   42

                                         CSS MANAGEMENT, INC.

                                         By 
                                            ------------------------------------
                                            Name: William W. Simpson
                                            Title: President


                                         COMPREHENSIVE SECURITIES SYSTEMS, INC.

                                         By 
                                            ------------------------------------
                                            Name: William W. Simpson
                                            Title: President


                                         AMERITRADE HOLDING CORPORATION

                                         By 
                                            ------------------------------------
                                            Name: J. Joe Rickets
                                            Title: 


                                         BHC SECURITIES, INC.

                                         By 
                                            ------------------------------------
                                            Name: William Spane, Jr.
                                            Title: 
 

                                         MCDONALD & COMPANY SECURITIES, INC.

                                         By /s/ DENNIS J. DONNELLY
                                           -------------------------------------
                                           Name:  Dennis J. Donnelly
                                           Title: Senior Managing Director


                                         MORGAN STANLEY & CO., INCORPORATED
     
                                         By 
                                           -------------------------------------
                                           Name: Robert F. Garland
                                           Title: 


                                       37
<PAGE>   43

                                         CSS MANAGEMENT, INC.

                                         By 
                                            ------------------------------------
                                            Name: William W. Simpson
                                            Title: President


                                         COMPREHENSIVE SECURITIES SYSTEMS, INC.

                                         By 
                                            ------------------------------------
                                            Name: William W. Simpson
                                            Title: President


                                         AMERITRADE HOLDING CORPORATION

                                         By 
                                            ------------------------------------
                                            Name: J. Joe Rickets
                                            Title: 


                                         BHC SECURITIES, INC.

                                         By 
                                            ------------------------------------
                                            Name: William Spane, Jr.
                                            Title: 
 

                                         MCDONALD & COMPANY SECURITIES, INC.

                                         By 
                                           -------------------------------------
                                           Name:  William B. Summers
                                           Title: 


                                         MORGAN STANLEY & CO., INCORPORATED
     
                                         By /s/ CEDRIC G. FOSTER
                                           -------------------------------------
                                           Name:  Cedric G. Foster
                                           Title: Managing Director


                                       37
<PAGE>   44


                                               RAYMOND, JAMES & ASSOCIATES, INC.

                                               By 
                                                  -----------------------------
                                                  Name: Thomas A. James
                                                  Title:


                                                SOUTHWEST SECURITIES, INC.

                                                By 
                                                  -----------------------------
                                                  Name: Don A. Buchholz
                                                  Title: 


                                                STEPHENS INC.

                                                By /s/ C. RAY GASH   
                                                  -----------------------------
                                                  Name: C. Ray Gash   
                                                  Title: Senior Vice President



Solely for purposes of Section 5.9:


AUTOMATIC DATA PROCESSING., INC

By 
  ---------------------------------------
   Name: James B. Benson 
   Title: Vice President


                                       38



<PAGE>   45

                                               RAYMOND, JAMES & ASSOCIATES, INC.

                                               By 
                                                  -----------------------------
                                                  Name: Thomas A. James
                                                  Title:


                                                SOUTHWEST SECURITIES, INC.

                                                By /s/ DAVID GLATSTEIN
                                                  -----------------------------
                                                  Name: David Glatstein
                                                  Title: President


                                                STEPHENS INC.

                                                By 
                                                  -----------------------------
                                                  Name: Warren A. Stephens
                                                  Title: 



Solely for purposes of Section 5.9:


AUTOMATIC DATA PROCESSING., INC

By 
  ---------------------------------------
   Name: James B. Benson 
   Title: Vice President


                                       38



<PAGE>   46

                                               RAYMOND, JAMES & ASSOCIATES, INC.

                                               By  /s/ THOMAS A. JAMES
                                                  -----------------------------
                                                  Name: Thomas A. James
                                                  Title:


                                                SOUTHWEST SECURITIES, INC.

                                                By 
                                                  -----------------------------
                                                  Name: Don A. Buchholz
                                                  Title: 


                                                STEPHENS INC.

                                                By 
                                                  -----------------------------
                                                  Name: Warren A. Stephens
                                                  Title: 



Solely for purposes of Section 5.9:


AUTOMATIC DATA PROCESSING., INC

By 
  ---------------------------------------
   Name: James B. Benson 
   Title: Vice President


                                       38



<PAGE>   47

                                               RAYMOND, JAMES & ASSOCIATES, INC.

                                               By  
                                                  -----------------------------
                                                  Name: Thomas A. James
                                                  Title:


                                                SOUTHWEST SECURITIES, INC.

                                                By 
                                                  -----------------------------
                                                  Name: Don A. Buchholz
                                                  Title: 


                                                STEPHENS INC.

                                                By 
                                                  -----------------------------
                                                  Name: Warren A. Stephens
                                                  Title: 



Solely for purposes of Section 5.9:


AUTOMATIC DATA PROCESSING., INC

By /s/ JAMES B. BENSON 
  ---------------------------------------
   Name: James B. Benson 
   Title: Vice President


                                       38



<PAGE>   48





                                    EXHIBITS
<TABLE>
<S>                  <C>
Exhibit A            Selling Shareholders
Exhibit B            Selling Partners
Exhibit C            Determination of Subsequent Purchase Price
Exhibit D            Procedures for Board Meetings and Exchange of Information

</TABLE>


                                    SCHEDULES

<TABLE>
<S>                  <C>
Schedule 3.1         Qualifications to Do Business; Real Property Jurisdictions
Schedule 3.4         Conflicts                                                 
Schedule 3.5         Contract Consents                                         
Schedule 3.6         Capitalization of the Company                             
Schedule 3.7         Investments                                               
Schedule 3.10        Undisclosed Liabilities
Schedule 3.11(a)     Tax Returns
Schedule 3.11(b)     Tax Jurisdictions
Schedule 3.11(c)     Tax Waivers, Extensions or Jurisdiction Notifications
Schedule 3.11(h)     Tax Elections
Schedule 3.12        Title to Assets
Schedule 3.13        Fixed Assets
Schedule 3.14(i)     Leases                                                              
Schedule 3.14(ii)    Assigned or Sublet Leases                                           
Schedule 3.14(iii)   Lease Defaults                                                      
Schedule 3.15(i)     Licensed Properties                                                 
Schedule 3.15(ii)    Certain License Rights                                              
Schedule 3.15(iii)   License Defaults                                                    
Schedule 3.16(a)     Owned Software, Databases and Documentation                         
Schedule 3.16(b)     Owned Software, Databases and Documentation Registrations           
Schedule 3.16(c)     Trademarks, Tradenames, Etc.                                        
Schedule 3.16(d)     Agreements for the Conversion, Modification or Enhancement of the   
Schedule 3.16(g)     Licensed Software, Databases and Documentation 
Schedule 3.16(i)     Licensing Fees, Royalties and Other Payments                        
Schedule 3.16(j)     Contract Rights with respect to the Business Intellectual Property  
Schedule 3.17        Insurance Policies                                                  
Schedule 3.18(i)     Contracts                                                           
Schedule 3.18(ii)    Contract Defaults                                                   
Schedule 3.19(i)     Customers                                                           
Schedule 3.19(ii)    Special Customer terms                                              
Schedule 3.19(iv)    Customer or Supplier Terminations                                   
Schedule 3.20(i)     Loan Agreements                                                     
</TABLE>

                                       39



<PAGE>   49

<TABLE>



<S>                  <C>
Schedule 3.20(ii)    Liability and Debt Exceptions             
Schedule 3.24        Absence of Certain Changes         
Schedule 3.26(i)     Employees                          
Schedule 3.26(ii)    Unpaid Salary, Etc.                
Schedule 3.26(iii)   Changes in Employment              
Schedule 3.26(iv)    Employee Terminations              
Schedule 3.27(a)     Employee Benefit Plans             
Schedule 3.27(d)     Post-Employment Benefits           
Schedule 3.27(f)     Unpaid Employee Benefit Plan Costs 
Schedule 3.27(g)     Parachute Payment Benefits         
Schedule 3.28(i)     Notes and Accounts Receivable      
Schedule 3.31        Transactions with Affiliates       
Schedule 3.33        Brokers' and Finders' Fees         
</TABLE>
                     


                                       40


<PAGE>   50

                         SECURITIES PURCHASE AGREEMENT


<TABLE>
<CAPTION>
Exhibit A       Selling Shareholders
                                                        No. of Shares                          
                                                           Owned           No. of Shares       
                                                        (or Treasury)       Sold to ADP        
<S>             <C>                                      <C>                <C>          
                CSS Management, Inc.                       71,633.07          3,152.00     
                Comprehensive Software Systems, Ltd.       13,067.00              0.00    
                Ameritrade Holding Corporation              2,226.18              0.00    
                BHC Securities, Inc.                        2,226.18              0.00    
                McDonald & Company Securities, Inc.         2,226.18              0.00    
                Morgan Stanley & Co. Incorporated           1,942.85              0.00    
                Raymond, James & Associates, Inc.           2,226.18              0.00    
                Southwest Securities, Inc.                  2,226.18              0.00    
                Stephens Inc.                               2,226.18              0.00    
                                                                                          
                                                          100,000.00          3,152.00    
                                                                                          
</TABLE>

                (At $5.00 per share = $15,760.00)




<PAGE>   51




                         SECURITIES PURCHASE AGREEMENT

Exhibit B      Selling Partners and/or Partnership

                                                              % Interest
                                                               Sold to ADP

               Comprehensive Software Systems, Ltd.               10%




<TABLE>
<CAPTION>
                                                                                   10%
                                                     Distribution           Subsequent
                                                      of ADP $10M       Sharing Ratios
   Limited Partners of CSS, Ltd.                      $10,000,000        (W/ ADP $10M)
                                                           6/2/98               6/2/98
<S>                                  <C>              <C>                     <C>        
 1 CSS, Inc.                                          $ 5,963,717             37.4672%   
 2 BHC Securities                                     $   828,395              7.2204%   
 3 Hanifen Imhoff, Inc.                               $         0              0.0000%   
 4 Legg Mason, Inc.                                   $         0              0.0000%   
 5 McDonald & Co. Securities                          $   828,395              7.2204%   
 6 Raymond James and Assoc.                                    $0              8.1849%    
 7 Southwest Securities, Inc.                                  $0              8.1849%   
 8 Stephens, Inc.                                     $   828,395              7.2204%   
 9 AmeriTrade, Inc.                                   $   828,395              7.2204%   
10 Morgan Stanley Services                            $   722,702              6.2813%   
11 ADP                                                $         0             10.0000%   
                                                      $         0              0.0000%   
                                                      $         0              0.0000%   
                                                                                        
   General Partner                                                                      
 1 CSS Management, Inc.                1.0000%        $   100,000                1.00%   
                                     ===================================      ========    
                                                                                        
   Total                             100.0000%        $10,100,000              100.00%   
</TABLE>
                                                                               


<PAGE>   52


EXHIBIT C

                 Determination of the Subsequent Purchase Price

         Within 15 days after the fifth anniversary of this Agreement (or the
third anniversary if Sellers elect to accelerate the Call in accordance with
Section 6.1(e)), upon the request of ADP, ADP and a representative of the
Sellers shall meet and the parties shall mutually endeavor, acting in good
faith, to agree upon the Subsequent Purchase Price which is equal to the fair
market value of the General Partner and the Partnership (less the portions of
the General Partner and the Partnership then owned by ADP). If the parties
cannot agree on the Subsequent Purchase Price within 30 Business Days after
their first meeting (or 45 days after the fifth anniversary of this Agreement if
the parties do not meet as contemplated above), the determination of the
Subsequent Purchase Price shall be made by taking the average of the Subsequent
Purchase Price determined by two nationally recognized major investment banking
houses ("Investment Banks") selected and retained mutually by ADP, on the one
hand, and the Sellers, on the other hand; provided, however, that if the two
Investment Banks' determination of the Subsequent Purchase Price differ by more
than 20%, a third Investment Bank shall be selected and retained mutually by
ADP, on the one hand, and the Sellers, on the other hand, to determine the
Subsequent Purchase Price, and the final determination of the Subsequent
Purchase Price shall be made by taking the average of (i) the Subsequent
Purchase Price determined by the third Investment Bank and (ii) the Subsequent
Purchase Price determined by one of the first two Investment Banks which is
closer to the Subsequent Purchase Price determined by the third Investment Bank.

         The parties shall mutually agree upon the valuation methodology which
shall be submitted to the Investment Banks in connection with their
determination of the Subsequent Purchase Price; provided, however, that if the
parties cannot agree upon a valuation methodology, ADP, on the one hand, and the
Sellers, on the other hand, may each submit to the Investment Banks a proposal
for the valuation methodology to be used by them to determine the Subsequent
Purchase Price. The parties may supply the Investment Banks with such materials
as they deem necessary to support their respective proposals. The Investment
Banks shall be instructed to make their determination of the Subsequent Purchase
Price (i) within 45 days of their appointment, (ii) which is equal to the fair
market value of the General Partner and the Partnership (less the portions of
the General Partner and the Partnership then owned by ADP), (iii) utilizing the
valuation methodology which the parties have agreed upon (or if the parties have
not so agreed, the valuation methodology of their choice, which may or may not
include either of the parties proposed valuation methodologies), (iii) taking
into consideration whether any amounts are payable by the General Partner or the
Partnership pursuant to employment agreements, consulting agreements and
non-competition agreements with individuals who are key to the success of the
Partnership's business, as well as whether the Partnership receives the benefit
from any such agreements and the effect on the value of the Partnership if there
are no such agreements.



                                       41



<PAGE>   53





         Any determination of the Subsequent Purchase Price in accordance with
the foregoing shall remain in effect (with respect to the exercise of the Call
by ADP) for at least 6 months. After any such 6-month period, the parties shall,
at the request of the Sellers, update the determination of the Subsequent
Purchase Price utilizing the same procedure that was utilized to determine the
original Subsequent Purchase Price.

         The fees of the Investment Banks shall be split equally by ADP and the
Sellers (i.e., 50% by ADP and 50% by the Sellers); provided, however, that in
the event that ADP does not exercise the Call, upon ADP's election not to
exercise the Call, ADP shall reimburse the Sellers for any amounts previously
paid by them to the Investment Banks in accordance herewith.



                                       42



<PAGE>   54


                                    EXHIBIT D

                 GUIDELINES FOR PARTICIPATION IN BOARD MEETINGS
                     AND FOR EXCHANGE OF CERTAIN INFORMATION

         Pursuant to the Securities Purchase Agreement, ADP Financial 
Information Services, Inc. ("ADP") is entitled to name a representative to serve
as a member of the Board of Directors of CSS Management, Inc., the general
partner of Comprehensive Software Systems Ltd. (collectively, "CSS"). CSS
presently does not sell back office products but is engaged in research and
development and may offer such products for sale in the future. CSS does design
and create software products for use in the financial services industry. ADP
presently does sell back office systems. ADP and CSS desire that they not obtain
or exchange information concerning their software products that could be deemed
competitively sensitive and could potentially raise concerns under federal and
state antitrust laws.

         To prevent exchange of competitively sensitive information relating to
software products currently in being and under consideration or development, ADP
and CSS each adopts the following Guidelines. Guidelines prohibiting the
discussion or exchange of information concerning back office systems apply not
only to CSS directors but to all ADP, Automatic Data Processing, Inc. and CSS
personnel:

         Generally, any arrangement that has the effect of or possibility for
restricting competition is potentially problematic. Certain restrictive
arrangements can be found illegal without proof of any actual anticompetitive
effect, in particular, agreements to fix prices, to allocate customers, products
or services or to allocate geographic territories. Prohibited arrangements can
be written or oral, express or implied. Such arrangements can carry severe
criminal and civil penalties


<PAGE>   55



both for individuals involved in such arrangements and for companies with which
they are associated. Therefore, members of the Board of directors of CSS as well
as other ADP, Automatic Data Processing, Inc. and CSS personnel should not enter
into such a arrangements, and should not engage in discussions or exchanges of
information that could be construed as evidence of efforts, offers, or
invitations to enter into such arrangements.

         Even in the absence of open and direct discussions concerning price
fixing, customer allocation, or geographic or product market allocation,
discussions about or the exchange of certain information could be deemed
evidence of attempts to engage in anticompetitive collusion. As a result, the
discussion of certain information should not occur in the presence of ADP's
Board representative.

         1.  a.  ADP's Board representative shall not participate in discussions
         of or receive information about the following competitively sensitive
         topics as they relate to back office or other software products nor
         should ADP's representative be informed of the content of such
         discussions or be provided with materials relevant to such discussions:

              o  Non-public information about customers, target customers,
                 marketing plans, or marketing strategies;

              o  Prices or pricing policies;

              o  Terms or conditions of sale;

              o  Research, development, or production plans, costs, profit
                 margins or excepted costs or margins;

              o  Distribution arrangements;

              o  Non-public market intelligence or information about other
                 competitors.

<PAGE>   56



   b. Other CSS and ADP personnel also will not exchange or discuss such 
information in connection with CSS Board of Directors meetings or otherwise.

   c. Technical information about ADP's back office products may be disclosed 
and discussed to the extent necessary to permit the development of interfaces 
between such systems and CSS's BrokerView product.

2. Participation in Board meetings and access to documents and information on
the part of ADP's Board representative will be documented and will be in
accordance with the following procedures:

o  all Board meetings will be documented with agendas and minutes;

o  Board discussions of topics or involving information of potential competitive
   sensitivity will be placed at the end of an agenda or at a convenient break
   in the Board's proceedings to enable the ADP representative to be absent for
   that portion of the meeting;

o  Board meeting minutes will reflect the ADP representative's presence and
   absence for any portions of the meetings;

o  a record will be kept of all papers circulated in preparation for and during
   Board meetings; competitively sensitive documents concerning back office
   systems will not be distributed to the ADP representative, and the minutes
   will so reflect.

3. Legal counsel for ADP will attend each Board meeting in an ex officio
capacity and will be consulted in the event that questions arise concerning the
content of discussions which may relate to back office or other software
systems. 

4. All members of the Board of Directors and the Secretary of the corporation
and of any Board meeting will be provided with a copy of these Guidelines, and
all persons invited to come before the Board of Directors to discuss issues
relating to back office or other software products will be informed of and
observe these Guidelines.

<PAGE>   57






5. Any technical, financial, or other business information which is permissibly
and appropriately exchanged between ADP and CSS will be treated as confidendal
under the terms of the parties' non-disclosure undertakings to each other
contained in an agreement dated as of      , 1998, and such of ADP's 
representatives that may, from time to time, attend Board meetings shall be
required to execute such agreement.