CONCURRENT COMPUTER CORPORATION
                                   EXHIBIT 2.1



                          AGREEMENT AND PLAN OF MERGER

     THIS  AGREEMENT  AND PLAN OF MERGER (this "Agreement"), dated as of October
                                                ---------
28,  1999,  between  and  among  CONCURRENT  COMPUTER  CORPORATION,  a  Delaware
corporation  ("Acquiror"),  CONCURRENT  ACQUISITION  CORPORATION,  a  Delaware
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corporation  ("Newco"  and  together  with  Acquiror  referred  to herein as the
               -----
"Acquiror  Parties"),  VIVID  TECHNOLOGY,  INC.,  a  Delaware  corporation  (the
      ------------
"Company"),  and  Fred  Allegrezza and Gary Lauder (each individually a "Seller"
      --                                                                 ------
and  collectively  the  "Sellers").
                         -------

                                    RECITALS:

          WHEREAS,  the  Boards  of Directors of Acquiror, Newco and the Company
deem  it  advisable  and in the best interests of their respective companies and
their  respective  stockholders to enter into a business combination by means of
the  merger of Newco with and into the Company under the terms of this Agreement
and  have  approved  and  adopted  this  Agreement;  and

     WHEREAS,  the  parties  hereto intend that the transactions contemplated by
this  Agreement constitute a reorganization within the meaning of Section 368(a)
of  the  Code;

          NOW,  THEREFORE,  in consideration of the foregoing and the respective
representations,  warranties,  covenants  and  agreements  set  forth  in  this
Agreement,  the  parties  hereto  agree  as  follows:


                                    ARTICLE I
                                   DEFINITIONS

          Section  1  Defined  Terms.  For  all  purposes in this Agreement, the
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following  terms shall have the respective meanings set forth in this Section 1.

          "Acquiror  Common  Stock"  will mean the common stock, par value $0.01
           -----------------------
per  share,  of  Acquiror.

          "Acquiror's  Disclosure  Schedule"  will  mean a schedule of even date
           --------------------------------
herewith delivered by Acquiror to the Company concurrently with the execution of
this  Agreement,  which,  among  other  things,  will  identify  exceptions  to
Acquiror's  representations  and  warranties  contained in Article V by specific
section  references.

     "Acquiror's  Offering  Memorandum"  will mean the Offering Memorandum dated
      --------------------------------
October  26,  1999  distributed  by Acquiror in connection with the transactions
contemplated  hereby.

          "Affiliate"  will,  with  respect to any Person, mean any other Person
           ---------
that  controls,  is  controlled  by  or is under common control with the former.

          "Agreement"  will  mean  this  Agreement  and  Plan of Merger made and
           ---------
entered  into  as  of October 28, 1999 by and among Acquiror, Newco, the Company
and  Sellers  including  any  amendments  hereto and Schedules hereto (including
Acquiror's  Disclosure  Schedule  and  the  Company's  Disclosure  Schedules but
excluding  the  Annexes  hereto).

          "Business  Day"  will  mean any day other than a day on which banks in
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the  State  of Georgia or Pennsylvania are authorized or obligated to be closed.

          "Certificate of Merger" will have the meaning ascribed to such term in
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Section  2.2.

          "Closing"  will  mean a meeting, which will be held in accordance with
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Section  3.3, of all Persons interested in the transactions contemplated by this
Agreement at which all documents necessary to evidence the fulfillment or waiver
of all conditions precedent to the consummation of the transactions contemplated
by  this  Agreement  are  executed  and  delivered.

     "Code"  will  mean  the  Internal  Revenue  Code  of  1986,  as  amended.
      ----

          "Closing  Date"  will  mean  the  date  the  Closing  occurs.
           -------------

          "Company Common Stock" will mean the common stock, par value $.001, of
           --------------------
the  Company.

     "Company Preferred Stock" will mean the Series A Preferred Stock, par value
      -----------------------
$.001,  of  the  Company.

          "Company's  Disclosure  Schedule"  will  mean  a schedule of even date
           -------------------------------
herewith  delivered by the Company to the Acquiror Parties concurrently with the
execution of this Agreement, which, among other things, will identify exceptions
to  the  Company's  representations  and  warranties  contained in Article IV by
specific  section  and  subsection  references.

     "Control"  (including  the  terms  "controlled," "controlled by" and "under
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common  control  with")  will  mean the possession, directly or indirectly or as
trustee  or  executor,  of  the  power  to  direct or cause the direction of the
management or policies of a Person, whether through the ownership of stock or as
trustee  or  executor,  by  contract  or  credit  arrangement  or  otherwise.

          "Court"  will  mean  any  court  or arbitration tribunal of the United
           -----
States,  any  domestic  state,  or  any  foreign  country,  and  any  political
subdivision  thereof.

          "DGCL"  will  mean  the  Delaware General Corporation Law, as amended.
           ----

          "Effective  Time" will mean the date and time of the completion of the
           ---------------
filing  of a properly executed Certificate of Merger with the Secretary of State
of  the  State of Delaware in accordance with Section 2.2, or at such later time
as  Acquiror,  the  Company and Sellers shall have agreed upon and designated in
such  filings  in  accordance  with  the  DGCL.

          "Environmental  Claim"  means  any  claim,  action,  cause  of action,
           --------------------
investigation  or  notice  by  any  Person  or  Governmental  Authority alleging
potential  liability  (including,  without  limitation,  potential liability for
investigatory  costs,  cleanup  costs,  governmental  response  costs,  natural
resources  damages,  property  damages, personal injuries, or penalties) arising
out  of, based on or resulting from (a) the presence, release or disposal of any
Hazardous  Materials  at  any  location, whether or not owned or operated by the
Company,  or  (b)  circumstances  forming the basis of any violation, or alleged
violation,  of  any  Environmental  Law.

          "Environmental  Law"  will  mean  any  Law  pertaining  to:  (i)  the
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protection  of  health,  safety  and the indoor or outdoor environment; (ii) the
conservation,  management  or  use  of natural resources and wildlife; (iii) the
protection  or  use  of  surface  water  and  ground water; (iv) the management,
manufacture,  possession,  presence, use, generation, transportation, treatment,
storage,  disposal, release, threatened release, abatement, removal, remediation
or  handling  of,  or  exposure  to,  any  Hazardous  Material; or (v) pollution
(including  any  release  to  air,  land,  surface  water and ground water); and
includes,  without  limitation,  the  Comprehensive  Environmental,  Response,
Compensation,  and  Liability  Act  of  1980,  as  amended,  and the Regulations
promulgated  thereunder  and the Solid Waste Disposal Act, as amended, 42 U.S.C.
6901,  et  seq.

          "Exchange  Act"  will  mean  the  Securities  Exchange Act of 1934, as
           -------------
amended,  and  the  Regulations  promulgated  thereunder.

          "GAAP"  will  mean  generally  accepted  accounting  principles,
           ----
consistently  applied.

          "Governmental  Authority"  will  mean  any  governmental  agency  or
           -----------------------
authority  (other than a Court) of the United States, any domestic state, or any
foreign  country,  and  any  political  subdivision  or agency thereof, and will
include  any  authority  having  governmental  or  quasi-governmental  powers.

          "Hazardous  Material"  will  mean  any  substance, chemical, compound,
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product,  solid,  gas,  liquid,  waste,  by-product,  pollutant,  contaminant or
material  which  is  hazardous or toxic and is regulated under any Environmental
Law,  and  includes  without  limitation,  asbestos  or any substance containing
asbestos,  polychlorinated  biphenyls  or  petroleum (including crude oil or any
fraction  thereof).

          "Intellectual  Property"  will mean:  trademarks, service marks, trade
           ----------------------
names,  URLs and Internet domain names, designs, slogans and general intangibles
of  like  nature,  together  with  all  goodwill  related  to  the  foregoing
(collectively,  "Trademarks");  patents  (including  any  registrations,
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continuations,  continuations  in part, renewals and applications for any of the
foregoing);  copyrights (including any registrations and applications therefor);
computer  software;  databases; technology, trade secrets and other confidential
information, know-how, proprietary processes, formulae, algorithms, models, user
interfaces,  customer  lists,  inventions,  source  codes,  object  codes,
methodologies  and,  with  respect to all of the foregoing, related confidential
documentation  (collectively,  "Trade  Secrets").
                                --------------

          "Knowledge"  an  individual  will  be  deemed to have "Knowledge" of a
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particular fact or other matter if (a) such individual is actually aware of such
fact  or  other  matter,  or (b) such fact or matter is reflected in one or more
documents  (including e-mails) in such individual's files.  A Person (other than
an  individual) will be deemed to have "Knowledge" of a particular fact or other
                                        ---------
matter  if  any  individual  who  on the date hereof is serving as a director or
executive  officer  of  such  Person has Knowledge of such fact or other matter.

          "Law"  will mean all laws, statutes, ordinances and Regulations of any
           ---
Governmental  Authority  including  all decisions of Courts having the effect of
law.

          "Lien"  will mean any mortgage, pledge, security interest, attachment,
           ----
encumbrance,  lien or charge of any kind (including any agreement to give any of
the  foregoing);  provided,  however, that the term "Lien" shall not include (i)
                                                     ----
statutory  liens  for  Taxes,  which  are  not  yet due and payable or are being
contested in good faith by appropriate proceedings, (ii) statutory or common law
liens  to secure landlords, lessors or renters under leases or rental agreements
confined  to  the  premises rented, (iii) deposits or pledges made in connection
with,  or  to  secure payment of, workers' compensation, unemployment insurance,
old  age  pension  or  other  social security programs mandated under applicable
Laws,  (iv)  statutory  or  common law liens in favor of carriers, warehousemen,
mechanics and materialmen, to secure claims for labor, materials or supplies and
other  like  liens,  and  (v)  restrictions on transfer of securities imposed by
applicable  state  and  federal  securities  Laws.

          "Litigation" will mean any suit, action, arbitration, cause of action,
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claim,  complaint,  criminal  prosecution,  investigation,  demand  letter,
governmental  or  other  administrative proceeding, whether at law or at equity,
before  or  by  any  Court  or  Governmental Authority or before any arbitrator.

     "Material  Adverse  Effect"  will mean, with respect to a specified Person,
      -------------------------
any  change,  event or effect that individually or in the aggregate (taking into
account  all  other  such  changes,  events  or  effects)  has  had, or would be
reasonably  likely  to  have,  a  material  adverse  effect  on the consolidated
business,  results  of  operations,  assets, liabilities, prospects or financial
condition  of  such  Person  and  its  Subsidiaries,  if  any, taken as a whole.

     "Material  Contract"  will  mean  any contract, agreement, promissory note,
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debt  instrument, commitment, arrangement, undertaking or understanding to which
the  Company  or  any  Subsidiary  is  a  party  or  by which the Company or any
Subsidiary  is bound, whether written or oral, including without limitation each
and every amendment, modification or supplement to any of them, that is material
to  the  consolidated  business,  results  of  operations,  assets, liabilities,
prospects  or financial condition of the Company and its Subsidiaries taken as a
whole.

          "Merger"  will  mean  the  merger  of  Newco with and into the Company
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provided  for  in  this  Agreement.

          "Newco"  will  mean Concurrent Acquisition Corporation, a newly-formed
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Delaware  corporation  and  a  wholly  owned  direct  Subsidiary  of  Acquiror.

          "Order"  will  mean  any  judgment,  order  or  decree of any Court or
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Governmental  Authority.

          "Permit"  will  mean  any  and  all permits, licenses, authorizations,
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Orders,  certificates,  registrations  or  other  approvals  granted  by  any
Governmental  Authority.

          "Person"  will  mean  an  individual,  partnership,  limited liability
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company,  corporation,  joint  stock  company,  trust,  estate,  joint  venture,
association  or  unincorporated  organization,  or any other form of business or
professional  entity,  but  will  not  include  a  Governmental  Authority.

          "Regulation"  will  mean  any  rule  or regulation of any Governmental
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Authority  having  the  effect  of  Law.

          "SEC"  will  mean  the  Securities  and  Exchange  Commission.
           ---

          "Securities Act" will mean the Securities Act of 1933, as amended, and
           --------------
the  Regulations  promulgated  thereunder.

     "Stock  Option"  will  have  the  meaning  specified in Section 6.4 hereto.
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          A  "Subsidiary"  of  a  specified  Person  will  be  any  corporation,
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partnership,  limited  liability company, joint venture or other legal entity of
which  the  specified Person (either alone or through or together with any other
Subsidiary)  owns,  directly  or  indirectly, fifty percent (50%) or more of the
stock  or  other  equity  or  partnership  interests  the  holders  of which are
generally  entitled  to vote for the election of the Board of Directors or other
governing  body  of  such  corporation  or  other  legal  entity.

          "Tax  Returns"  will  mean  any declaration, return, report, schedule,
           ------------
certificate,  statement  or  other  similar  document  (including  relating  or
supporting  information)  required to be filed with a Governmental Authority, or
where  none is required to be filed with a Governmental Authority, the statement
or other document issued by a Governmental Authority in connection with any Tax,
including, without limitation, any information return, claim for refund, amended
return  or  declaration  of  estimated  Tax.

          "Taxes"  will  mean  any  and  all  federal,  state,  local,  foreign,
           -----
provincial,  territorial or other taxes, imposts, tariffs, fees, levies or other
similar  assessments  or  liabilities  and  other charges of any kind, including
income  taxes, ad valorem taxes, excise taxes, withholding taxes, stamp taxes or
other  taxes  of  or  with  respect  to gross receipts, premiums, real property,
personal  property,  windfall  profits,  sales,  use,  transfers,  licensing,
employment,  social  security,  workers' compensation, unemployment, payroll and
franchises  imposed  by  or  under  any  Law;  and  such  terms will include any
interest,  fines,  penalties,  assessments  or  additions to tax resulting from,
attributable  to  or  incurred in connection with any such tax or any contest or
dispute  thereof.


                                   ARTICLE II
                                 TERMS OF MERGER

          Section 2.1 Statutory Merger.  Subject to the terms and conditions and
                      ----------------
in  reliance  upon  the  representations,  warranties,  covenants and agreements
contained  herein,  Newco  will merge with and into the Company at the Effective
Time,  the separate corporate existence of Newco will cease and the Company will
succeed  to  and assume all of the rights and obligations of Newco in accordance
with  the  DGCL  (the  Company is sometimes referred to herein as the "Surviving
                                                                       ---------
Corporation").  The  Merger  shall  have  the  effect  set  forth  in  the DGCL.
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          Section  2.2  Effective Time.  On the Closing Date, the parties hereto
                        --------------
will  cause  the Merger to be consummated by filing a certificate of merger (the
"Certificate  of  Merger") with the Secretary of State of the State of Delaware,
 -----------------------
in  such  form  as  required  by,  and  executed in accordance with the relevant
provisions  of, the DGCL.  The Merger shall become effective at the later of (i)
time  at  which  the  Certificate  of Merger is duly filed with the Secretary of
State  of  the  State  of  Delaware  (the  time  the Merger becomes effective in
accordance  with  the  foregoing  being referred to as the "Effective Time") and
                                                            --------------
(ii)  such  later time as specified in the Certificate of Merger duly filed with
the  Secretary  of  State  of  Delaware.

          Section  2.3  Certificate  of Incorporation; Bylaws.  At the Effective
                        -------------------------------------
Time,  the certificate of incorporation of the Company  as in effect immediately
prior  to  the  Effective  Time shall be the certificate of incorporation of the
Surviving  Corporation  until  thereafter  amended  as  provided  by Law and the
Certificate  of  Incorporation  of the Surviving Corporation.   At the Effective
Time, the by-laws of the Company as in effect immediately prior to the Effective
Time, shall be the by-laws of the Surviving Corporation until thereafter amended
as  provided  by  Law  and  the  certificate  of  incorporation of the Surviving
Corporation  and  such  by-laws.

          Section  2.4  Directors  and  Officers.  The  directors  of  Newco
                        ------------------------
immediately  prior  to the Effective Time will be the directors of the Surviving
Corporation,  each  to  hold  office  in  accordance  with  the  certificate  of
incorporation  and by-laws of the Surviving Corporation, and the officers of the
Company  immediately  prior  to  the  Effective Time will be the officers of the
Surviving  Corporation,  in each case until their respective successors are duly
elected  or
appointed  and  qualify  for  such  election.


                                   ARTICLE III
               CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

          Section  3.1  Merger  Consideration;  Conversion  and  Cancellation of
                        --------------------------------------------------------
Securities.  At  the  Effective  Time,  by  virtue of the Merger and without any
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action  on  the  part  of  the  holders  of  any  of  the  following securities:

(a)     Subject  to  the  other  provisions  of  this Article III, each share of
Company  Common  Stock issued and outstanding immediately prior to the Effective
Time  and  each  share  of  Company  Preferred  Stock  issued  and  outstanding
immediately  prior  to  the Effective Time, each as reflected on Schedule 3.1(a)
                                                                 ---------------
hereto,  (excluding  any  Company Common Stock described in Section 3.1(c)) will
be  converted into the right to receive 2.67831 (the "Exchange Ratio") shares of
                                                      --------------
Acquiror  Common  Stock  (the  "Merger  Consideration").  Notwithstanding  the
                                ---------------------
foregoing:  (i)  the number of shares of Acquiror Common Stock issuable pursuant
to  this  Section  3.1(a)  and  the  number  of  shares of Acquiror Common Stock
issuable  pursuant  to  Stock Options converted into options to receive Acquiror
Common  Stock  pursuant to Section 6.4 hereof shall not exceed 2,610,000 shares;
and  (ii)  if  between  the  date  of this Agreement and the Effective Time, the
outstanding  shares  of Acquiror Common Stock or Company Common Stock shall have
been  changed  into a different number of shares or a different class, by reason
of  any  stock dividend, subdivision, reclassification, recapitalization, split,
conversion, consolidation, combination or exchange of shares, the Exchange Ratio
will  be  correspondingly  adjusted to reflect such stock dividend, subdivision,
reclassification,  recapitalization,  split,  conversion,  consolidation,
combination  or  exchange  of  shares.

     (b)     Subject  to the other provisions of this Article III, all shares of
Company  Common  Stock  will,  upon  conversion  thereof into shares of Acquiror
Common  Stock  at  the  Effective  Time,  cease  to  be  outstanding  and  will
automatically  be  cancelled  and  retired,  and  each  certificate  previously
evidencing  Company  Common Stock outstanding immediately prior to the Effective
Time  (other  than  Company  Common  Stock  described  in  Section  3.1(c)) will
thereafter represent only the right to receive (i) the number of whole shares of
Acquiror  Common  Stock  and  (ii) as provided in Section 3.2(b) cash in lieu of
fractional  shares  into which the shares of Company Common Stock represented by
such  certificate  have  been  converted  pursuant  to this Section 3.1(b).  The
holders of certificates previously evidencing Company Common Stock will cease to
have  any  rights  with respect to such Company Common Stock except as otherwise
provided  herein  or  by  Law.

          (c)     Notwithstanding  any  provision  of  this  Agreement  to  the
contrary, each share of Company Common Stock held in the treasury of the Company
and  each share of Company Common Stock, if any, owned by Acquiror or any direct
or  indirect  wholly  owned Subsidiary of Acquiror or of the Company immediately
prior  to  the  Effective  Time  will  be  cancelled.

     (d)     Each  share  of  common  stock,  par value $.01 per share, of Newco
issued  and  outstanding  immediately  prior  to  the  Effective  Time  shall be
converted  into  and  become  one  fully  paid and nonassessable share of common
stock,  no  par  value,  of  the  Surviving  Corporation.

     Section  3.2  Exchange  of  Certificates.
                   --------------------------

     (a)     Certificates.  Assuming  the  satisfaction of all of the conditions
             ------------
to Acquiror's obligations to consummate the transactions contemplated hereby and
the surrender by a shareholder of the Company of the certificate or certificates
representing  the total amount of Company Common Stock owned by such shareholder
or  the delivery of an affidavit of lost certificate pursuant to Section 3.2(d),
Acquiror  shall  deliver to such former shareholder of the Company a certificate
representing  the  number  of  shares  of  Acquiror  Common  Stock to which such
shareholder  is entitled pursuant to Section 3.1(a), less any fractional shares.

          (b)     No  Fractional  Shares.     No  certificates  or  scrip
                  ----------------------
representing fractional shares of Acquiror Common Stock shall be issued upon the
surrender  for  exchange of certificates formerly representing shares of Company
Common  Stock  pursuant  to  this Article III; no dividend, stock split or other
change  in  the  capital  structure  of  Acquiror shall relate to any fractional
security;  and  such fractional interests shall not entitle the owner thereof to
vote  or  to  any  rights  of a security holder.  In lieu of any such fractional
shares, each holder of Company Common Stock who would otherwise be entitled to a
fraction  of  a share of Acquiror Common Stock upon the surrender of their stock
certificates  for  exchange  will  be paid cash upon such surrender in an amount
equal  to  the  product  of (i) $7.50 per share and (ii) a fraction equal to the
fraction  of  each  shares  so surrendered.  For this purpose, shares of Company
Common  Stock  represented by two or more certificates may be aggregated, and in
no  event  shall any holder be paid a cash amount in respect of one or more than
one  share  of  Acquiror  Common  Stock.

          (c)     Withholding  of  Tax.  Acquiror will be entitled to deduct and
                  --------------------
withhold  from the consideration otherwise payable pursuant to this Agreement to
any  former  holder  of  Company  Common  Stock such amounts as Acquiror (or any
Affiliate thereof) is required to deduct and withhold with respect to the making
of  such payment under the Code, or any provision of state, local or foreign Tax
Law.  To  the  extent  that  amounts  are so withheld by Acquiror, such withheld
amounts  will  be treated for all purposes of this Agreement as having been paid
to  the  former holder of Company Common Stock in respect of whom such deduction
and  withholding  was  made  by  Acquiror.

          (d)     Lost  Certificates.  If  any  certificate  evidencing  Company
                  ------------------
Common  Stock  shall  have been lost, stolen or destroyed, upon the making of an
affidavit  of  that  fact  by  the  Person claiming such certificate to be lost,
stolen  or destroyed and, if required by Acquiror, the posting by such Person of
a  bond,  in such reasonable amount as Acquiror may direct, as indemnity against
claims  that  may  be made against it with respect to such certificate, Acquiror
will  issue  in  exchange  for  such  lost,  stolen  or destroyed certificate of
Acquiror  Common  Stock  to  which  the  holder may be entitled pursuant to this
Article  III  and  cash  and  any  dividends or other distributions to which the
holder  thereof  may  be  entitled pursuant to Section 3.2(d) or Section 3.2(e).

     (e)     Closing  of  Company  Transfer  Books.  At  the Effective Time, the
             -------------------------------------
stock transfer books of the Company shall be closed and no transfer of shares of
Company  Common  Stock  shall thereafter be made.  If, after the Effective Time,
certificates  representing  shares  of Company Common Stock are presented to the
Surviving  Corporation,  they  shall  be canceled and exchanged for certificates
representing  shares  of  Acquiror  Common Stock in accordance with this Article
III.

          Section  3.3  Closing.  The  Closing will take place at the offices of
                        -------
Acquiror at 11:00 a.m. on October 28, 1999 or at such other place, time and date
as  the parties hereto may agree.  At the Closing, the parties hereto will cause
the  Certificate  of Merger to be filed with the Secretary of State of the State
of  Delaware.


                                   ARTICLE IV
            REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLERS

          The Company and the Sellers hereby jointly and severally represent and
warrant  to  the Acquiror Parties, subject to the exceptions set forth below and
in  the  Company's  Disclosure  Schedule  (which  exceptions  shall specifically
identify  a  Section,  Subsection  or  clause  of a single Section or Subsection
hereof,  as applicable, to which such exception relates, it being understood and
agreed  that each such exception shall be deemed to be disclosed both under such
Section, Subsection or clause hereof and any other Section, Subsection or clause
hereof  to  which  such  disclosure  reasonably  relates)  that:

          Section 4.1 Organization and Qualification; Subsidiaries.  The Company
                      --------------------------------------------
and  each  Subsidiary  of the Company are legal entities duly organized, validly
existing  and  in good standing under the Laws of their respective jurisdictions
of incorporation or organization, have all requisite power and authority to own,
lease  and operate their respective properties and to carry on their business as
it  is  now  being  conducted  and are duly qualified and in good standing to do
business  in  each jurisdiction in which the nature of the business conducted by
them  or  the  ownership  or  leasing  of their respective properties makes such
qualification  necessary.  Section 4.1 of the Company's Disclosure Schedule sets
forth,  as  of  the  date of this Agreement, a true and complete list of all the
Company's  directly  or  indirectly  owned  Subsidiaries,  together  with  the
jurisdiction  of  incorporation  of  each  Subsidiary and the percentage of each
Subsidiary's  outstanding  capital  stock or other equity interests owned by the
Company  or  another  Subsidiary of the Company.  Neither the Company nor any of
its  Subsidiaries  owns  an  equity interest in any partnership or joint venture
arrangement  or  other  business  entity  that  is  material  to  the  Company.

          Section  4.2  Certificate  of  Incorporation; Bylaws.  The Company has
                        --------------------------------------
furnished  or  made  available  to  Acquiror  complete and correct copies of the
certificate  of  incorporation  and  the bylaws or the equivalent organizational
documents,  in  each  case  as  amended  or  restated to the date hereof, of the
Company  and  each  of  its  Subsidiaries.  Neither  the  Company nor any of its
Subsidiaries  is  in  violation  of  any of the provisions of its certificate of
incorporation  or  bylaws  or  equivalent  organizational  documents.

          Section  4.3  Capitalization.
                        --------------

          (a)     The  authorized  capital  stock  of  the  Company  consists of
5,000,000  shares of Company Common Stock of which 833,996 shares are issued and
outstanding and 199,387 shares of Company Preferred Stock of which no shares are
issued  and  outstanding,  such  issued  shares  being  duly authorized, validly
issued,  fully  paid  and  nonassessable and were not issued in violation of any
preemptive or similar rights of any PersonAs of the date hereof, 600,000 shares
of  Company  Common  Stock  are  held  by  Fred Allegrezza and 223,996 shares of
Company  Common  Stock  are  held  by  Gary  Lauder.

          (b)     As  of  the  date  hereof,  except  for outstanding options to
purchase  140,500  sharesof  Company Common Stock under the Company Stock Option
Plan, no shares of Company Common Stock are reserved for issuance, and there are
no  contracts, agreements, commitments or arrangements obligating the Company to
offer, sell, issue or grant any shares of, or any options, warrants or rights of
any  kind  to acquire any shares of, or any securities that are convertible into
or  exchangeable  for  any  shares  of, capital stock of the Company, to redeem,
purchase or acquire, or offer to purchase or acquire, any outstanding shares of,
or any outstanding options, warrants or rights of any kind to acquire any shares
of,  or any outstanding securities that are convertible into or exchangeable for
any  shares  of, capital stock of the Company or to grant any Lien on any shares
of  capital  stock  of  the  Company.

          (c)     The  authorized,  issued  and outstanding capital stock of, or
other  equity  interests in, each of the Company's Subsidiaries and the names of
the  holders  of  record  of the capital stock or other equity interests of each
such  Subsidiary,  in each case, as of the date hereof, are set forth in Section
4.3(c)  of the Company's Disclosure Schedule.  The issued and outstanding shares
of  capital  stock of, or other equity interests in, each of the Subsidiaries of
the  Company  that are owned by the Company or any of its Subsidiaries have been
duly  authorized and are validly issued, and, with respect to capital stock, are
fully paid and nonassessable, and were not issued in violation of any preemptive
or  similar  rights  of  any  Person.  All such issued and outstanding shares or
other equity interests, that are indicated as owned by the Company or one of its
Subsidiaries  in  Section 4.3(c) of the Company's Disclosure Schedule, are owned
beneficially as set forth therein and free and clear of all Liens.  No shares of
capital  stock  of,  or other equity interests in, any Subsidiary of the Company
are  reserved  for issuance, and there are no contracts, agreements, commitments
or  arrangements obligating the Company or any of its Subsidiaries (i) to offer,
sell,  issue,  grant, pledge, dispose of or encumber any shares of capital stock
of, or other equity interests in, or any options, warrants or rights of any kind
to  acquire any shares of capital stock of, or other equity interests in, or any
securities  that  are convertible into or exchangeable for any shares of capital
stock  of, or other equity interests in, any of the Subsidiaries of the Company,
(ii)  to  redeem,  purchase  or  acquire,  or  offer to purchase or acquire, any
outstanding  shares  of  capital  stock of, or other equity interests in, or any
outstanding  options,  warrants  or  rights of any kind to acquire any shares of
capital  stock  of,  or  other equity interest in, or any outstanding securities
that  are  convertible into or exchangeable for, any shares of capital stock of,
or other equity interests in, any of the Subsidiaries of the Company or (iii) to
grant  any  Lien  on any outstanding shares of capital stock of, or other equity
interest  in,  any  of  the  Subsidiaries  of  the  Company.

          (d)     There  are  no  voting  trusts,  proxies  or  other  similar
agreements  or understandings to which the Company or any of its Subsidiaries is
a party or by which the Company or any of its Subsidiaries is bound with respect
to  the  voting  of  any  shares  of  capital stock of the Company or any of its
Subsidiaries  or  with  respect  to  any  other  matter.

          Section 4.4 Authorization of Agreement.  The Company has all requisite
                      --------------------------
corporate  power  and  authority  to execute and deliver this Agreement and each
instrument required hereby to be executed and delivered by it at the Closing, to
perform  its  obligations  hereunder  and  thereunder  and  to  consummate  the
transactions contemplated hereby and thereby.  The execution and delivery by the
Company of this Agreement and each instrument required hereby to be executed and
delivered  by it at the Closing and the performance of its obligations hereunder
and  thereunder have been duly and validly authorized by all requisite corporate
action on the part of the Company (no additional approval of the shareholders of
the Company being required by Law or by the articles of incorporation or by-laws
of  the  Company).  This  Agreement  has been duly executed and delivered by the
Company  and,  assuming  due authorization, execution and delivery hereof by the
Acquiror  Parties,  this  Agreement  constitutes  the  legal,  valid and binding
obligation  of  the  Company, enforceable against the Company in accordance with
its terms, except that the enforcement thereof may be limited by (i) bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  Laws  now or hereafter in
effect  relating  to  creditors' rights generally and (ii) general principles of
equity  (regardless  of  whether enforceability is considered in a proceeding in
equity  or  at  law).

          Section  4.5  Approvals.  No  filing  or registration with, no waiting
                        ---------
period  imposed  by and no Permit, Order, authorization, consent or approval of,
any  Court  or  Governmental  Authority is required under any Law, Regulation or
Order applicable to the Company or any of its Subsidiaries to permit the Company
to  execute, deliver or perform this Agreement or any instrument required hereby
to  be  executed  and  delivered  by  it  at  the  Closing.

     Section  4.6  No  Violation.  Except  as  disclosed  in  Section 4.6 of the
                   -------------
Company's  Disclosure  Schedule,  assuming  effectuation  of  all  filings  and
registrations  with, termination or expiration of any applicable waiting periods
imposed  by  and receipt of all Permits or Orders of, Courts and/or Governmental
Authorities  indicated as required in Section 4.5, the execution and delivery of
this  Agreement  or  any instrument required to be executed and delivered by the
Company at Closing, and the consummation of the transactions contemplated hereby
and  thereby  and  compliance  with  the provisions hereof and thereof will not,
conflict with, or result in any violation of, or default (with or without notice
or  lapse  of  time,  or  both)  under,  or give rise to a right of termination,
cancellation  or  acceleration  of any obligation or loss of a benefit under, or
result  in  the creation of any Lien upon any of the properties or assets of the
Company or any Subsidiary under, (i) the certificate of incorporation or by-laws
of  the  Company or comparable organizational documents of any Subsidiary,  (ii)
any  loan  or  credit agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, concession, franchise, license, Permit, Order, or similar
authorization  applicable  to  the  Company  or  any  Subsidiary or any of their
respective  properties  or  assets  or  (iii)  assuming  the effectuation of all
filings  and  registrations  with,  termination  or expiration of any applicable
waiting  periods  imposed  by  and  receipt  of all Permits or Orders of, Courts
and/or  Governmental  Authorities  indicated  as  required  in  Section 4.5, any
judgment,  Order, decree, statute, Law, ordinance, rule or regulation applicable
to  the  Company  or  any Subsidiary or any of their properties or assets, other
than,  in  the  case  of  clauses(ii) and (iii), any such conflicts, violations,
defaults,  rights, losses or Liens that individually or in the aggregate are not
(x)  reasonably  likely  to  have  a Material Adverse Effect on the Company, (y)
reasonably  likely  to  impair  the  ability  of  the  Company  to  perform  its
obligations  under this Agreement or (z) reasonably likely to impair the ability
of  the  Company  to consummate the transactions contemplated by this Agreement.

     Section  4.7  Financial  Statements.  The Company has delivered to Acquiror
                   ---------------------
copies  of  the  following  financial statements (including the respective notes
thereto)  for  the  Company, which are true and correct in all material respects
(such  financial  statements and the notes thereto being hereinafter referred to
collectively  as  the  "Financial  Statements"):
                        ---------------------

     (a)     The balance sheets of the Company as of December 31, 1996, 1997 and
1998  and the related statements of the income, retained earnings and changes in
financial  position  (or statements of cash flows, if applicable) for the fiscal
years  then  ended (the "Annual Financial Statements") (the balance sheet of the
                         ---------------------------
Company  as  of  December  31,  1998  is referred to herein as the "1998 Balance
                                                                    ------------
Sheet");  and

     (b)     The  balance  sheet  of  the  Company as of September 30, 1999 (the
"September  30,  1999  Balance  Sheet"),  and  the  related statement of income,
    ---------------------------------
retained  earnings  and  changes  in  financial  position (or statements of cash
    --
flows,  if  applicable)  for  the  six-month  period  then  ended  (the "Interim
    -                                                                    -------
Financial  Statements").
    -   -------------

The  Annual Financial Statements have been prepared in accordance with GAAP, and
in each case such principles have been applied in a consistent manner in each of
the  periods  indicated.  The  Annual  Financial  Statements  present fairly the
financial position of the Company as of December 31, 1996, 1997 and 1998 and the
results  of  operations  of  the  Company  for  the years then ended.  Except as
otherwise  noted therein, the Interim Financial Statements have been prepared in
accordance with GAAP, consistently applied, and the Interim Financial Statements
present fairly the financial position of the Company as of September 30,1999 and
the  results  of  operations of the Company for the six-month period then ended.

          Section  4.8  No Undisclosed Liabilities.  Neither the Company nor any
                        --------------------------
of its Subsidiaries has any liabilities or obligations of any nature, whether or
not  accrued,  contingent  or  otherwise,  including,  without  limitation,  any
liabilities  with  respect to the Company's international operations, except (a)
liabilities or obligations reflected in the September 30,1999 Balance Sheet, and
(b)  liabilities  or  obligations  incurred  in  the ordinary course of business
consistent  with  past  practice  since September 30,1999 which have not had, or
which  are  reasonably  likely  to  have,  individually  or  in the aggregate, a
Material  Adverse Effect on the Company.  Notwithstanding the above, the Company
has no liabilities with respect to Fred Allegrezza or Gary Lauder as of the date
hereof.

     Section 4.9 Absence of Certain Changes or Events.  Since December 31, 1998,
                 ------------------------------------
there has not occurred any change, event or condition which has had, or which is
reasonably  likely to have, individually or in the aggregate, a Material Adverse
Effect  on  the  Company.

     Section  4.10  Title  to  Properties.  The  Company  or  its  Subsidiaries,
                    ---------------------
individually  or  together,  have good, valid and marketable title to or a valid
leasehold  in,  all  of  the  properties  and  assets (real, personal and mixed,
tangible  and  intangible)  that are necessary to the conduct of the business of
the  Company  and its Subsidiaries as it is currently being conducted, including
all  of  the  properties  and  assets reflected in the September 30,1999 Balance
Sheet, other than any such properties or assets that have been sold or otherwise
disposed  of  in  the  ordinary course of business since September 30,1999.  The
Company  or  its  Subsidiaries, individually or together, hold under valid lease
agreements  all  real  and  personal  properties  being  held  by  the
Company  or  its  Subsidiaries  under leases, and enjoy peaceful and undisturbed
possession of such properties under such leases.  Neither the Company nor any of
its Subsidiaries has received any written notice or has Knowledge of any adverse
claim  to the title to any properties owned by them or with respect to any lease
under  which  any  properties are held by them.  Notwithstanding anything to the
contrary,  nothing  in  this  Section  4.10  shall  be  construed  to  relate to
Intellectual  Property  (it  being  understood  that  Section  4.19  contains
representations  and  warranties  relating  to  Intellectual  Property).

          Section  4.11  Material Contracts.  Each Material Contract  is in full
                         ------------------
force and effect, and is a legal, valid and binding obligation of the Company or
a Subsidiary and, to the Knowledge of the Company and Sellers, each of the other
parties  thereto,  enforceable  in  accordance  with  its terms, except that the
enforcement  thereof  may  be  limited  by  (i)  bankruptcy,  insolvency,
reorganization,  moratorium  or  other  similar  Laws now or hereafter in effect
relating  to  creditors'  rights generally and (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at  law).  No  condition  exists  or  event  has occurred which (whether with or
without  notice  or lapse of time or both, or the happening or occurrence of any
other  event)  would  constitute a default by the Company or a Subsidiary or, to
the  Knowledge  of  the  Company  and  Seller, any other party thereto under, or
result  in  a  right  in  termination  of,  any  Material  Contract.

          Section  4.12  Insurance.  The  Company  and its Subsidiaries maintain
                         ---------
with  third  parties policies of fire and casualty, liability and other forms of
insurance  in  such  amounts,  with  such  deductibles and retained amounts, and
against  such  risks and losses, as are consistent with industry practice and as
are  reasonable  for the conduct of the business as conducted on the date hereof
and  for  the  assets  of  the  Company  and  its  Subsidiaries.

          Section  4.13  Permits;  Compliance.  The Company and its Subsidiaries
                         --------------------
have  obtained  all  material  Permits  that  are  necessary  to  carry on their
businesses as currently conducted.  Such Permits are in full force and effect in
all  material  respects, have not been violated in any material respect, and, to
the  Knowledge  of  the  Company  and  Sellers,  no  suspension,  revocation  or
cancellation  thereof has been threatened and there is no Litigation pending or,
to  the  Knowledge  of the Company and Sellers, threatened regarding suspension,
revocation  or  cancellation  of  any  of  such  Permits.

          Section  4.14  Litigation.  Except as disclosed on Section 4.14 of the
                         ----------
Company's  Disclosure  Schedule,  there  is  no  Litigation  pending,  or to the
Knowledge  of  the  Company  and  Sellers, threatened against the Company or any
Subsidiary  of  the  Company,  which  if adversely determined would be or have a
Material  Adverse  Effect  on  the  Company.

     Section  4.15 Compliance with Laws.  Neither the Company nor any Subsidiary
                   --------------------
is  subject  to  any  agreement,  contract  or  Order  with  or  by any Court or
Governmental  Authority  restricting  in  any  material respect its operation or
requiring  any  materially  adverse actions by the Company.  The Company and its
Subsidiaries are in compliance in all material respects with all applicable Laws
and  Regulations  and are not in default in any material respect with respect to
any  material  Order  applicable  to  the  Company  or  any of its Subsidiaries.

          Section  4.16  Employee  Benefit  Plans.
                         ------------------------

          (a)     Section  4.16  of the Company's Disclosure Schedule contains a
true  and  complete  list of each deferred compensation, incentive compensation,
stock purchase, stock option and other equity compensation plan, "welfare" plan,
fund  or  program (within the meaning of Section 3(1) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")); each "pension" plan, fund or
                                          -----
program  (within  the  meaning  of  Section  3(2)  of  ERISA);  each employment,
consulting,  termination  or  severance  agreement  to  which the Company or any
Subsidiary  is  a party or by which it is bound, and each other employee benefit
plan,  fund, program, agreement or arrangement, in each case, that is sponsored,
maintained  or contributed to or required to be contributed to by the Company or
any  entity,  that together with the Company would be deemed a "single employer"
within  the  meaning  of  Section 4001(b) of ERISA (an "ERISA Affiliate"), or to
                                                        ---------------
which the Company or an ERISA Affiliate is a party, whether written or oral, for
the  benefit  of  any  employee  or former employee of the Company or any of its
Subsidiaries  (the  "Company  Plans").
                     --------------

          (b)     With  respect to each Company Plan, the Company has heretofore
delivered  or made available to Acquiror true and complete copies of the Company
Plan and any amendments thereto (or if the Company Plan is not a written Company
Plan,  a  description  thereof), any related trust or other funding vehicle, any
reports  or  summaries  required  under  ERISA  or  the Code and the most recent
determination  letter received from the Internal Revenue Service with respect to
each  Company  Plan  intended  to  qualify  under  Section  401  of  the  Code.

          (c)     No  liability  under Title IV or Section 302 of ERISA has been
incurred  by  the  Company or any ERISA Affiliate that has not been satisfied in
full,  and  no  condition exists that presents a material risk to the Company or
any  ERISA  Affiliate  of  incurring  any  such  liability.

          (d)     No Company Plan is subject to Title IV of ERISA or Section 412
of  the Code, nor is any Company Plan a "multiemployer pension plan," as defined
in  Section  3(37)  of  ERISA,  or  subject  to  Section  302  of  ERISA.

          (e)     Except  as  disclosed  in  Section  4.16(e)  of  the Company's
Disclosure Schedule, each Company Plan has been operated and administered in all
respects  in  accordance  with its terms and applicable Law, including ERISA and
the  Code.

          (f)     Each  Company  Plan  intended  to  be  "qualified"  within the
meaning  of Section 401(a) of the Code and the trusts maintained thereunder that
are  intended  to  be exempt from taxation under Section 501(a) of the Code have
received  a  favorable determination or other letter indicating that they are so
qualified,  and,  to  the  Knowledge  of  the  Company and Sellers, no event has
occurred  since  the  date  of  said  letter(s)  that  will adversely affect the
qualification  of  such
Company  Plan.

          (g)     No  Company  Plan provides medical, surgical, hospitalization,
death  or  similar  benefits  (whether  or  not insured) for employees or former
employees of the Company or any of its Subsidiaries for periods extending beyond
their  retirement  or  other  termination  of  service,  other than (i) coverage
mandated  by  applicable  Law,  (ii) death benefits under any "pension plan," or
(iii) benefits the full cost of which is borne by the current or former employee
(or  his  beneficiary).

          (h)     No  amounts  payable  under  the Company Plans will fail to be
deductible  for  federal  income  Tax  purposes by virtue of Section 280G of the
Code.

     (i)     The execution, delivery and performance of, and consummation of the
transactions contemplated by, this Agreement will not (i) entitle any current or
former  employee  or  officer of the Company or any ERISA Affiliate to severance
pay,  unemployment  compensation  or  any  other  payment,  except  as expressly
provided  in  this Agreement, or (ii) accelerate the time of payment or vesting,
or  increase  the  amount  of  compensation  due  any  such employee or officer.

          (j)     There  are  no pending or, to the Knowledge of the Company and
Sellers,  any  threatened  or  anticipated claims by or on behalf of any Company
Plan,  by  any  employee  or beneficiary covered under any such Company Plan, or
otherwise  involving  any  such  Company  Plan  (other  than  routine claims for
benefits).

          Section  4.17  Taxes.
                         -----

     (a)     Tax  Returns  and  Liabilities.  Except  as  otherwise disclosed in
Section  4.17(a)  of the Company's Disclosure Schedule: (i) all Tax Returns have
been  duly  filed  and  are true, correct and complete in all material respects;
(ii)  all  Taxes,  deposits  or  other  payments  for  which the Company has any
liability  through  the date hereof (whether or not shown on a return) have been
paid in full or are accrued as liabilities for Taxes on the books and records of
the  Company;  (iii)  the amounts so paid on or before the date hereof, together
with  any amounts accrued as liabilities for Taxes (whether accrued as currently
payable or deferred Taxes) on the books of the Company and reflected in the June
30  Balance  Sheet  will be adequate to satisfy all liabilities for Taxes of the
Company  in any jurisdiction through the Closing Date, including Taxes accruable
upon  income  earned through the Closing Date; (iv) with respect to the Company,
there  are not now any extensions of time in effect with respect to the dates on
which any Tax Returns were or are due to be filed; (v) all deficiencies asserted
as  a  result of any examination of any Tax Return of the Company have been paid
in  full,  accrued on the books of the Company, or finally settled, and no issue
has  been  raised  in  any such examination which, by application of the same or
similar  principles,  reasonably  could  be  expected  to  result  in a proposed
deficiency  for  any  other  period  not  so  examined; (vi) no claims have been
asserted  and,  to  the  Knowledge  of  the Company and Sellers, no proposals or
deficiencies  for  any Taxes are being asserted against the Company, proposed or
threatened,  and  no  audit or investigation of any return or report of Taxes is
currently  underway,  pending  or,  to the Knowledge of the Company and Sellers,
threatened;  (vii)  there are no outstanding waivers or agreements by Sellers or
the  Company  for  the  extension  of  time  for  the assessment of any Taxes or
deficiency  thereof,  nor  are  there  any  requests  for  rulings,  outstanding
subpoenas  or  requests  for information, notice of proposed reassessment of any
property  owned or leased by the Company or any other matter pending between the
Company  and  any taxing authority; (viii) there are no liens for Taxes upon any
property  or  assets  of the Company except liens for current Taxes not yet due,
nor  are there any liens which, to the Knowledge of the Company and Sellers, are
pending  or  threatened; (ix) to the Knowledge of the Company and Sellers, there
are  no  facts  which  exist  or have existed which would constitute meritorious
grounds  for the assessment of any Taxes against the Company with respect to the
periods  which  have  not  been audited by the Internal Revenue Service or other
taxing  authorities,  (x)  the  Company  is not a party to any Tax allocation or
sharing  agreement;  and  (xi)  the  Company  (A)  has  not  been a member of an
affiliated  group  (within  the meaning of Section 1504(a) of the Code) filing a
consolidated federal income tax return or (B) has no liability (whether known or
unknown,  asserted or unasserted, liquidated or unliquidated, and whether due or
to  become due) for the Taxes of any person under Treas. Reg.   1.1502-6 (or any
similar  provision  of state, local or foreign law), as transferee or successor,
by  contract  or  otherwise.
     (b)  Reserves.  In  each  case,  adequate provision, including provision in
the  deferred  tax  account,  has  been made in the Financial Statements for all
deferred  and  accrued tax liabilities as of their respective dates with respect
to  operations  for  periods  ending  on  such  dates.
     (c)  Submission of Tax Returns.  The Company has delivered to Acquiror true
and  complete  copies of all federal and state income tax returns (together with
any examination reports and statements of deficiency) relating to the operations
of  the  Company  for  the  taxable  years  ended  1997  and  1998.
     (d)  Withholding.  The  Company  has complied in all material respects with
all  rules  and  Regulations  relating  to  the payment and withholding of Taxes
(including,  without  limitation, withholding of Taxes pursuant to Sections 1441
and  1442  of  the  Code  or similar provisions under any foreign Laws) and has,
within  the time and in the manner required by law, withheld from employee wages
and  paid  over  to  the  proper  Governmental  Authorities all material amounts
required  to  be  so  withheld  and  paid  over  under  all  applicable  Laws.
     (e)  Elections.  Neither  Sellers  nor  the  Company  have  filed a consent
pursuant to Section 341(f) of the Code. Neither the Company, nor any predecessor
in  interest,  has  filed,  or  may  be deemed to have filed, any election under
Section  338  of  the  Code.
     (f)  Industrial  Development  Bonds.   No  assets  of the Company or of any
"Related  Person,"  as that term is defined in Section 144(a)(3) of the Code (or
Section 103(b)(6)(C) of the Internal Revenue Code of 1954, as amended (the "1954
Code"))  whether owned or leased pursuant to a capital lease, have been financed
by  private  activity  bonds  within  the meaning of Section 141 of the Code (or
industrial  development  bonds  within the meaning of Section 103(b) of the 1954
Code),  and neither the Company nor any Related Person is a "principal user," as
that  term  is  used  in  the  context of Section 144(a) of the Code (or Section
103(b)  of  the  1954  Code)  of  any  building  which  has  been  so  financed.
     (g)  Excess  Parachute  Payments.  Except as set forth in Schedule 4.17(g),
the  Company  has  not  made  any payment which constitutes an "excess parachute
payment"  within  the meaning of Section 280G of the Code, and no payment by the
Company  required to be made under any contract (including the obligation of the
Company  described  in Section 7.05 hereof) will, if made, constitute an "excess
parachute  payment"  within  the  meaning  of  Section  280G  of  the  Code.
     (h)  FIRPTA.  The  Company  has  not  been  a  United  States real property
holding  corporation  within the meaning of Section 897(c)(2) of the Code during
the  applicable  period  specified  in  Section  897(c)(1)(A)(ii)  of  the Code.
     (i)  Former  Subchapter  S Status.  The Company (and any predecessor of the
Company)  was  a  validly  electing S corporation within the meaning of Sections
1361  and  1362  of  the  Code  from  September  1996  to  June  1998.
     (j)  Tax Free Reorganization.  To the Knowledge of the Company and Sellers,
neither  the  Company  not  any  of  its Affiliates of shareholders has taken or
agreed  to  take  any action or failed to take any action that would prevent the
Merger  from  constituting a reorganization within the meaning of Section 368(a)
of  the  Code.
      Section  4.18 Environmental Laws and Regulations.  (a) The Company and its
                    ----------------------------------
Subsidiaries  are  and have been in compliance with all applicable Environmental
Laws; (b) the Company and its Subsidiaries have obtained all Permits required by
any  applicable  Environmental  Law  and  all such permits are in full force and
effect; (c) neither the Company nor any of its Subsidiaries has, and the Company
has  no  Knowledge  of  any other Person who has, caused any release, threatened
release  or  disposal  of any Hazardous Material at any properties or facilities
previously  or  currently  owned,  leased  or  occupied  by  the  Company or its
Subsidiaries;  (d)  the  Company  has no Knowledge that any of its Subsidiaries'
properties  or  facilities  are  adversely  affected  by any release, threatened
release  or  disposal  of a Hazardous Material originating or emanating from any
other  property; (e) neither the Company nor any of its Subsidiaries (i) has any
liability  for  response  or corrective action, natural resources damage, or any
other  harm pursuant to any Environmental Law, (ii) is subject to, has notice or
Knowledge  of,  or  is required to give any notice of any environmental claim or
(iii) has Knowledge of any condition or occurrence which could form the basis of
an  Environmental  claim  against  the  Company,  any Subsidiary or any of their
properties  or  facilities; (f) the Company and its Subsidiaries' properties and
facilities  are  not  subject  to  any, and the Company has no Knowledge of any,
imminent  restriction  on  the  ownership,  occupancy, use or transferability of
their  properties  and facilities arising from any (i) Environmental Law or (ii)
release, threatened release or disposal of any Hazardous Material; and (g) there
is  no  Environmental  Claim  pending,  or,  to the Knowledge of the Company and
Sellers,  threatened,  against  the Company or, to the Knowledge and the Company
and  Sellers, against any Person whose liability for any Environmental Claim the
Company has or may have retained or assumed either contractually or by operation
of  Law.

          Section  4.19  Intellectual  Property.
                         ----------------------

          (a)     Section  4.19(a)  of  the  Company's  Disclosure Schedule sets
forth,  for  the  Intellectual Property owned by the Company or its Subsidiaries
(collectively,  the "Owned Intellectual Property"), a complete and accurate list
                     ---------------------------
of  all  United  States  and  foreign  (i)  Patents;  (ii)  Trademarks,  whether
registered  or unregistered; and (iii) copyright registrations and applications,
indicating  for  each,  the  applicable  jurisdiction,  registration  number (or
application  number),  and  date  issued  (or  date  filed).

          (b)     Section  4.19(b)  of  the  Company's  Disclosure Schedule sets
forth  a complete and accurate list of all license agreements (collectively, the
"License  Agreements")  granting  to  the Company or any of its Subsidiaries any
 -------------------
right  to use or practice any rights under any Intellectual Property (such items
 --
of  Intellectual Property being the "Licensed Intellectual Property") indicating
                                     ------------------------------
for  each  the  title  and  the  parties  thereto.

     (c)     (i)     The  Company  or  its  Subsidiaries  own, free and clear of
Liens,  Orders  and  arbitration awards, all Owned Intellectual Property used in
the  Company's  business, and have a valid and enforceable right to use, without
cost,  all of the Licensed Intellectual Property used in the Company's business;

          (ii)     The  Company  has taken reasonable steps to protect the Owned
Intellectual  Property;

          (iii)     The  conduct  of  the  Company's  and  its  Subsidiaries'
businesses  as  currently  conducted  does  not  infringe  upon any Intellectual
Property  or  other  rights  owned  or  controlled  by  any  third  party;

          (iv)     There  is  no  Litigation pending or, to the Knowledge of the
Company  and  Sellers, threatened nor is there any written claim from any Person
(A)  alleging  that the Company's activities or the conduct of its businesses or
that  of  any  of  its Subsidiaries infringes upon, violates, or constitutes the
unauthorized  use  of the Intellectual Property rights of any third party or (B)
challenging  the  ownership,  use,  validity  or  enforceability  of  any  Owned
Intellectual  Property  or  Licensed  Intellectual  Property;

          (v)     To the Knowledge of the Company and Sellers, no third party is
misappropriating,  infringing,  diluting,  or  violating  any Owned Intellectual
Property  and  no  such  claims have been brought against any third party by the
Company  or  any  of  its  Subsidiaries;

     (vi)     The  execution,  delivery  and  performance by the Company of this
Agreement,  and  the  consummation  of  the transactions contemplated hereby and
thereby, will not result in the loss or impairment of, or give rise to any right
of  any  third  party  to  terminate,  any  of  the  Company's  or  any  of  its
Subsidiaries' rights with respect to any Owned Intellectual Property or Licensed
Intellectual  Property  or their respective rights under the License Agreements,
nor  require the consent of any Governmental Authority or third party in respect
of  any  such  Intellectual  Property;  and

     (vii)     The Software owned or purported to be owned by the Company or any
of  its  Subsidiaries was either (i) developed by employees of Company or any of
its  Subsidiaries  within  the scope of their employment who have assigned their
rights to the Company or one of its Subsidiaries ; (ii) developed by independent
contractors  who  have  assigned  their  rights  to  the  Company  or one of its
Subsidiaries  pursuant to written agreements; or (iii) otherwise acquired by the
Company  or  a  Subsidiary  from  a  third  party.  For purposes of this Section
4.19(c)(vii),  "Software" means any and all (i) computer programs, including any
                --------
and  all  software  implementations  of  algorithms,  models  and methodologies,
whether  in  source  code  or  object  code,  (ii)  databases  and compilations,
including  any and all data and collections of data, whether machine readable or
otherwise,  (iii)  descriptions,  flow-charts  and  other  work  product used to
design,  plan,  organize  and  develop any of the foregoing, (iv) the technology
supporting  any  Internet site operated by or on behalf of the Company or any of
its  Subsidiaries,  and  (iv)  all  documentation,  including  user  manuals and
training  materials,  relating  to  any  of  the  foregoing.

          (d)     All  registered  Trademarks  listed  in Section 4.19(a) of the
Company's  Disclosure Schedule have been in continuous use by the Company or its
Subsidiaries  in  the  form  appearing  in, and in connection with the goods and
services  listed  in,  their  respective  registration  certificates.  To  the
Knowledge  of  the  Company  and  Sellers,  there  has been no prior use of such
Trademarks  by any third party which would confer upon said third party superior
rights  in  such  Trademarks.  The  Company and its Subsidiaries have adequately
policed  such  Trademarks  against  third  party  infringement.

     (e)     The  Company  has  taken reasonable steps in accordance with normal
industry  practice  to  protect the Company's rights in confidential information
and  Trade  Secrets of the Company.  Without limiting the foregoing, the Company
enforces a policy of requiring each relevant employee, consultant and contractor
to  execute  proprietary  information, confidentiality and assignment agreements
substantially in the Company's standard forms, and, except under confidentiality
agreements,  there  has  been  no disclosure by the Company or any Subsidiary of
material  confidential  information  or  Trade  Secrets.

          (f)     The  Company  has  taken  reasonable  steps with the intent of
ensuring  that  its  products  (including  existing  products and technology and
products  and  technology  currently  under  development)  will,  when  used  in
accordance  with  associated documentation on a specified platform or platforms,
be  capable upon installation of accurately processing, providing, and receiving
date  data  from,  into,  and  between the Twentieth and Twenty-First centuries,
including  the  years 1999 and 2000, and making leap-year calculations, provided
that all other non-Company products (e.g., hardware, software and firmware) used
in  or  in  combination with the Company's products, properly exchange data with
the  Company's products.  The Company has conducted a review of the preparedness
of  its  material  vendors  and suppliers and has received reasonable assurances
that  no  such vendor or supplier will be unable to provide products or services
as  a  consequence  of  any  Y2K  problem.

          Section  4.20 Certain Business Practices.  Neither the Company nor any
                        --------------------------
of  its Subsidiaries nor any director, officer, employee or agent of the Company
or  any  of  its Subsidiaries has (i) used any funds for unlawful contributions,
gifts,  entertainment or other unlawful payments relating to political activity,
(ii) made any unlawful payment to any foreign or domestic government official or
employee  or  to any foreign or domestic political party or campaign or violated
any  provision  of  the Foreign Corrupt Practices Act of 1977, as amended, (iii)
consummated  any  transaction,  made  any payment, entered into any agreement or
arrangement  or  taken  any other action in violation of Section 1128B(b) of the
Social  Security  Act,  as  amended,  or  (iv)  made any other unlawful payment.

     Section  4.21  Technical  Due  Diligence.  The description of the technical
                    --------------------------
specifications  of  the  Company's products, including all software developed by
the  Company,  contained in Exhibit 4.21 hereto, is complete and accurate in all
material  respects.

          Section  4.22  Brokers.  No broker, finder, investment banker or other
                         -------
Person  is  entitled  to  any brokerage,  finder's or other fee or commission in
connection  with  the  transactions  contemplated  by  this Agreement based upon
arrangements  made  by  or  on  behalf  of  the  Company.

     Section  4.23  Power,  Authority, Ownership and Nature of Sellers.  Each of
                    --------------------------------------------------
the  Sellers,  severally  and  not  jointly, represents, warrants, covenants and
agrees,  only  on  such Seller's behalf and with respect to the Shares set forth
beside the execution of this Agreement by such Seller, as of the date hereof and
as  of  the  Closing  Date,  as  follows:

          (a)     Authorization  of  Agreement.  Such  Seller  has all requisite
                  ----------------------------
power  and  authority  to execute and deliver this Agreement and each instrument
required  hereby  to be executed and delivered by such Seller at the Closing, to
perform such Seller's obligations hereunder and thereunder and to consummate the
transactions  contemplated  hereby  and  thereby.  This  Agreement has been duly
executed and delivered by such Seller and, assuming due authorization, execution
and  delivery  hereof  by  the  Acquiror Parties, this Agreement constitutes the
legal,  valid  and  binding  obligation of such Seller, enforceable against such
Seller  in accordance with its terms, except that the enforcement thereof may be
limited  by  (i)  bankruptcy,  insolvency, reorganization, moratorium or similar
Laws now or hereafter in effect relating to creditors' rights generally and (ii)
general principles of equity (regardless of whether enforceability if considered
in  a  proceeding  in  equity  or  at  law).  The execution and delivery of this
Agreement or any instrument required to be executed and delivered by such Seller
at  Closing,  and  the  consummation of the transactions contemplated hereby and
thereby and compliance with the provisions hereof and thereof will not, conflict
with, or result in any violation of, or default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or
acceleration  of  any  obligation  or  loss of a benefit under, or result in the
creation  of  any  Lien upon any of shares of Company Common Stock owned by such
Seller under (i) any  loan or credit agreement, note, bond, mortgage, indenture,
lease  or  other  agreement, instrument, concession, franchise, license, Permit,
Order,  or  similar  authorization  applicable  to  Such  Seller  or any of such
Seller's  properties  or  assets  or (ii)  any judgment, Order, decree, statute,
Law,  ordinance,  rule  or regulation applicable to such Seller or such Seller's
properties  or  assets.

     (b)     Except  as  set forth in Schedule 4.23(b), the shares owned by each
                                      ----------------
Seller  (i)  are validly issued, fully paid and nonassessable, and (ii) are free
and clear of any liens, restrictions, claims, equities, charges, options, rights
of  first  refusal, or encumbrances, with no defects of title whatsoever.  Other
than the shares of Company Common Stock set forth beside the execution hereof by
such  Seller,  such  Seller owns no shares of capital stock of the Company or of
any  Subsidiary or any other equity security of the Company or of any Subsidiary
or  right  of  any  kind  to  have  any  such  equity  security  issued.

     (c)     Each  Seller  has  received  prior to the date hereof a copy of the
Acquiror Offering Memorandum, and, prior to the date hereof, each Seller has had
a  reasonable  opportunity  to  review  the Acquiror Offering Memorandum and all
documents  referred  to  therein  and make inquiry of Acquiror as to the matters
discussed  therein.

     (d)     Each  Seller  hereby  expressly  acknowledges  that  the  shares of
Acquiror  Common  Stock  delivered to such Seller pursuant to Article III hereof
have  not  been registered under any applicable federal or state securities laws
and  cannot  be  resold  unless  registered  pursuant  to  such federal or state
securities  laws  or pursuant to an applicable exemption from registration under
such  federal  or  state  securities  laws.

     Section  4.24  Ancillary  of Documents.  Concurrently herewith, the Company
                    -----------------------
and/or Sellers, as the case may be, have executed and delivered to Acquiror: (i)
a  registration  rights agreement substantially similar in form to the agreement
attached  hereto  as  Annex A; (ii) an escrow agreement substantially similar in
                      -------
form  to  the agreement attached hereto as Annex B; (iii) a waiver substantially
                                           -------
similar in form to the waiver attached hereto as Annex C; and (iv) an accredited
                                                 -------
investor  questionnaire  as  previously  distributed  by  Acquiror.

     Section  4.25  Employment  Agreements.  Concurrently  herewith,  (a)  Fred
                    ----------------------
Allegrezza  has  executed  and  delivered  an employment agreement substantially
similar in form to the agreement attached hereto as Annex D, and (b) the Company
                                                    -------
has  executed  and delivered employment agreements substantially similar in form
to  the  agreements  attached  hereto  as  Annex  E  executed  by  the following
                                           --------
individuals:  L.  Clifford  Lewis  II;  Joseph  Derham;  John  Fenley; Robert C.
Gaydos;  Jim  Schuler;  and  Phil  Gabler.

     Section  4.26  Non-Disclosure  Agreements.  Concurrently  herewith,  each
                    --------------------------
officer, director and employee of the Company as of the date hereof has executed
a  non-disclosure  agreement  substantially  similar  in  form  to the agreement
attached  hereto  as  Annex  F.
                      --------


                                    ARTICLE V
             REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR PARTIES

          The  Acquiror  Parties  hereby  represent  and warrant to the Company,
subject to the exceptions set forth in the Acquiror's Disclosure Schedule (which
exceptions  shall  specifically  identify  a  Section, Subsection or clause of a
single  Section  or  Subsection  hereof,  as applicable, to which such exception
relates, it being understood and agreed that each such exception shall be deemed
to  be  disclosed  both  under such Section, Subsection or clause hereof and any
other  Section,  Subsection or clause hereof to which such disclosure reasonably
relates)  that:

          Section  5.1  Organization  and  Qualification;  Subsidiaries.  The
                        -----------------------------------------------
Acquiror Parties are legal entities duly organized, validly existing and in good
standing  under  the  Laws of their respective jurisdictions of incorporation or
organization,  have  all requisite power and authority to own, lease and operate
their  respective  properties  and to carry on their business as it is now being
conducted  and  are  duly  qualified and in good standing to do business in each
jurisdiction  in  which  the  nature  of  the  business conducted by them or the
ownership  or  leasing  of  their respective properties makes such qualification
necessary.

          Section  5.2  Certificate  of Incorporation; Bylaws.  The Acquiror has
                        -------------------------------------
furnished  or  made  available to the Company complete and correct copies of the
certificate of incorporation and the bylaws, in each case as amended or restated
to the date hereof, of Acquiror and Newco.  Neither the Acquiror nor Newco is in
violation  of  any  of  the  provisions  of  its certificate of incorporation or
bylaws.

          Section  5.3  Capitalization.
                        --------------

          (a)     As  of  the  date  hereof,  the  authorized  capital  stock of
Acquiror  consists  of (i) 100,000,000 shares of Acquiror Common Stock of which,
as  of  October  25,  1999,  49,259,187 shares were issued and outstanding, (ii)
20,000  shares  of  Class  A Preferred Stock, par value $100 per share, of which
none  is  issued  and (iii) 20,000,000 shares of preferred stock, par value $.01
per  share,  of which none is issued.  All of the outstanding shares of Acquiror
Common  Stock  are,  and  all  shares  to  be  issued  as  part  of  the  Merger
Consideration  will  be,  when  issued in accordance with the terms hereof, duly
authorized,  validly  issued,  fully  paid  and  nonassessable.

          (b)     Except as disclosed in Schedule 5.3(b), as of the date hereof,
no  shares  of Acquiror Common Stock are reserved for issuance, and there are no
contracts, agreements, commitments or arrangements obligating Acquiror to offer,
sell,  issue  or  grant any shares of, or any options, warrants or rights of any
kind  to  acquire  any shares of, or any securities that are convertible into or
exchangeable  for  any shares of, capital stock of Acquiror, to redeem, purchase
or  acquire,  or offer to purchase or acquire, any outstanding shares of, or any
outstanding options, warrants or rights of any kind to acquire any shares of, or
any  outstanding  securities  that  are convertible into or exchangeable for any
shares  of,  capital  stock  of  Acquiror  or to grant any Lien on any shares of
capital  stock  of  Acquiror.

          Section  5.4 Authorization of Agreement.  Each of the Acquiror Parties
                       --------------------------
has  all  requisite  corporate  power  and authority to execute and deliver this
Agreement  and  each  instrument required hereby to be executed and delivered by
the  Acquiror  Parties  at the Closing, to perform its obligations hereunder and
thereunder  and  to consummate the transactions contemplated hereby and thereby.
The  execution  and  delivery by the Acquiror Parties of this Agreement and each
instrument  required hereby to be executed and delivered by the Acquiror Parties
at the Closing and the performance of their respective obligations hereunder and
thereunder  have been duly and validly authorized all necessary corporate action
by  the  Company  and  Newco  (no approval of the stockholders of Acquiror being
required  by  Law  or  the  certificate of incorporation or bylaws of Acquiror).
Except  for  filing of the Certificate of Merger, no other corporate proceedings
on the part of Acquiror or Newco are necessary to authorize the  consummation of
the  transactions  contemplated  hereby.  This  Agreement has been duly executed
and  delivered  by each of the Acquiror Parties and, assuming due authorization,
execution  and  delivery  hereof  by the Company, constitutes a legal, valid and
binding  obligation of each of the Acquiror Parties, enforceable against each of
the  Acquiror  Parties in accordance with its terms, except that the enforcement
thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium
or  similar  Laws  now  or  hereafter  in  effect  relating to creditors' rights
generally  and  (ii)  general  principles  of  equity  (regardless  of  whether
enforceability  is  considered  in  a  proceeding  in  equity  or  at  law).

          Section  5.5  Approvals.  Except  for  the applicable requirements, if
                        ---------
any,  of  (a)  the Securities Act, (b) the Exchange Act, (c) state securities or
blue  sky  Laws,  (d)  The  NASDAQ  National  Market,  and  (e)  the  filing and
recordation  of appropriate merger documents as required by the DGCL, no notices
to,  consents  or  approvals  of,  or filings or registrations with any Court or
Governmental Authority is required under any Law, Regulation or Order applicable
to  Acquiror or Newco to permit Acquiror or Newco to execute, deliver or perform
this Agreement or any instrument required hereby to be executed and delivered by
it  at  the  Closing.

     Section  5.6  No  Violation.  Assuming  effectuation  of  all  filings  and
                   -------------
registrations  with, termination or expiration of any applicable waiting periods
imposed  by  and receipt of all Permits or Orders of, Courts and/or Governmental
Authorities  indicated as required in Section 5.5, the execution and delivery of
this  Agreement  or  any  instrument  required  to  be executed and delivered by
Acquiror  and  Newco  at  Closing,  and  the  consummation  of  the transactions
contemplated  hereby  and  thereby and compliance with the provisions hereof and
thereof,  will  not,  conflict  with,  or result in any violation of, or default
(with  or  without  notice  or  lapse of time, or both) under, or give rise to a
right  of termination, cancellation or acceleration of any obligation or loss of
a  benefit  under,  or  result  in  the  creation  of  any  Lien upon any of the
properties  or  assets  of  Acquiror  or  Newco  under,  (i)  the certificate of
incorporation  or by-laws of Acquiror Newco,  (ii) any loan or credit agreement,
note,  bond,  mortgage,  indenture,  lease  or  other  agreement,  instrument,
concession,  franchise,  license,  Permit,  Order,  or  similar  authorization
applicable  to Acquiror or Newco or any of their respective properties or assets
or  (iii)  assuming  the  effectuation  of  all  filings and registrations with,
termination  or  expiration  of  any  applicable  waiting periods imposed by and
receipt  of  all  Permits  or  Orders of, Courts and/or Governmental Authorities
indicated as required in Section 5.5, any judgment, Order, decree, statute, Law,
ordinance,  rule  or  regulation  applicable  to  Acquiror or Newco any of their
properties or assets, other than, in the case of clauses(ii) and (iii), any such
conflicts, violations, defaults, rights, losses or Liens that individually or in
the aggregate are not (x) reasonably likely to have a Material Adverse Effect on
Acquiror  or  Newco,  (y) reasonably likely to impair the ability of Acquiror or
Newco  to  perform its obligations under this Agreement or (z) reasonably likely
to  impair  the  ability  of  Acquiror  or  Newco to consummate the transactions
contemplated  by  this  Agreement.

          Section  5.7  Reports.
                        -------

          (a)     Acquiror has filed all reports required to be filed by it with
the  SEC  since  January 1, 1998 pursuant to the Exchange Act which complied, at
the time of filing, in all material respects with applicable requirements of the
Exchange  Act  (collectively, the "Acquiror SEC Reports").  None of Acquiror SEC
                                   --------------------
Reports,  as  of  their  respective dates, contained or, if filed after the date
hereof,  will  contain any untrue statement of a material fact or omitted or, if
filed  after  the date hereof, will omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under  which  they  were made, not misleading, except to the
extent  superseded by an Acquiror SEC Report filed subsequently and prior to the
date  hereof.

          (b)     The  consolidated  statements  of  financial  position and the
related  consolidated  statements  of  operations, stockholders' equity and cash
flows (including the related notes thereto) of Acquiror included in the Acquiror
SEC  Reports  complied  in  all  material  respects  with  applicable accounting
requirements  and  the  published  rules and Regulations of the SEC with respect
thereto,  have  been  prepared  in  conformity with GAAP (except, in the case of
unaudited  statements,  as permitted by Form 10-Q of the SEC) applied on a basis
consistent  with  prior periods (except as otherwise noted therein), and present
fairly  in all material respects the consolidated financial position of Acquiror
as at their respective dates, and the consolidated results of its operations and
its  cash  flows  for  the periods presented therein subject, in the case of the
unaudited interim financial statements, to normal year-end adjustments that have
not  been  and  are  not  expected  to  be  material  in  amount.

          Section  5.8  Absence  of  Certain  Changes or Events.  Since June 30,
                        ---------------------------------------
1999,  there  has  not  been any material adverse change in the working capital,
financial  condition, assets, liabilities (whether absolute, accrued, contingent
or  otherwise),  business  or  operations  of  Acquiror.

          Section  5.9  Delivery  of Documents.  Concurrently herewith, Acquiror
                        ----------------------
has executed and delivered to the Company and Sellers: (i) a registration rights
agreement  substantially  similar  in  form  to the agreement attached hereto as
Annex A with the Company and Sellers; and (ii) an escrow agreement substantially
    ---
similar in form to the agreement attached hereto as Annex B with the Company and
                                                    -------
Sellers.

     Section  5.10  Tax Considerations.  As of the date hereof, to the Knowledge
                    ------------------
of  Acquiror,  neither Acquiror nor any of its Affiliates has taken or agreed to
take  any action or failed to take any action that would prevent the merger from
constituting  a reorganization within the meaning of Section 368(a) of the Code.


                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

          Section  6.1  Tax  Treatment.
                        --------------

          Acquiror  and  the Company will each use reasonable efforts before and
after  the Closing to cause the Merger to qualify as a reorganization within the
meaning  of  Section  368(a)  of  the  Code,  and  will  not  take, and will use
reasonable  efforts  to  prevent  any  Affiliate  of such party from taking, any
actions which could prevent the Merger from qualifying as such a reorganization,
and  will  take  such  action  as is available and may be reasonably required to
negate the impact of any past actions by such party or its respective Affiliates
which  would reasonably be expected to adversely impact the qualification of the
Merger  as  a  reorganization  within the meaning of Section 368(a) of the Code.

          Section  6.2  Conveyance  Taxes.  Acquiror  and  the  Company  shall
                        -----------------
cooperate  in  the  preparation,  execution  and  filing  of  all  returns,
questionnaires, applications, or other documents regarding (i) any real property
transfer  gains,  sales,  use, transfer, value-added, stock transfer (subject to
Section  3.2(c)),  and  stamp  Taxes  (ii) any recording, registration and other
fees, and (iii) any similar Taxes or fees that become payable in connection with
the  transactions  contemplated hereby.  The Taxes described in clause (i) above
shall  be  paid  by  the  Company.

          Section 6.3 Reasonable Efforts and Further Assurances.  Subject to the
                      -----------------------------------------
terms  and  conditions  hereof,  each of the parties to this Agreement shall use
reasonable  efforts to effectuate the transactions contemplated hereby.  Subject
to the terms and conditions hereof, each party hereto, at the reasonable request
of another party hereto, shall execute and deliver such other instruments and do
and  perform  such  other  acts  and things as may be necessary or desirable for
effecting  completely  the  consummation  of this Agreement and the transactions
contemplated  hereby.

     Section  6.4  Stock  Options.  Except  as  provided  in this Agreement, the
Company will not exercise any right under the Company Stock Option Plan from the
date  hereof to accelerate the vesting or exerciseability of or otherwise modify
the  terms  and  conditions  applicable  to  stock options outstanding under the
Company Stock Option Plan (the "Stock Options").  At the Effective Time, each of
the  Company Stock Options which is outstanding and unexercised at the Effective
Time  shall  be  converted  automatically  into  an option to purchase shares of
Acquiror  Common  Stock  in  an  amount  and  at an exercise price determined as
provided  below  (and otherwise subject to the terms of the Company Stock Option
Plan):

          (i)  The  number of shares Acquiror Common Stock to be subject to such
Stock  Option  shall  be equal to the product of the number of shares of Company
Common  Stock  subject  to  such  Stock  Option  and  the  Exchange  Ratio;  and

          (ii)  The exercise price per share of Acquiror Common Stock under such
Stock  Option  shall  be  equal to the aggregate exercise price of the shares of
Company Common Stock issuable pursuant to such Stock Option divided by the total
number  of full shares of Acquiror Common Stock subject to such Stock Option (as
determined under (1) immediately above), provided that such exercise price shall
be  rounded  up  to  the  nearest  cent.

     Acquiror  shall  assume  the  obligations  of the Company under the Company
Stock  Option Plan in respect of each such Stock Option.  The duration and other
terms  of  such  Stock  Option  shall  be  the same as that of such Stock Option
immediately  prior  to  the  Effective  Time,  except that all references to the
Company  shall be deemed to be references to Acquiror.  Acquiror shall file with
the  SEC  a  registration  statement  on Form S-8 (or other appropriate form) as
promptly as practicable after the Effective Time for purposes of registering all
shares  of Acquiror Common Stock issuable after the Effective Time upon exercise
of  such  Stock  Options,  and  shall  have  such  registration  statement  or
post-effective  amendment  become  effective  as  promptly  as  practicable.

     Section 6.5 Employees.  Each person who is an employee of the Company as of
                 ---------
the  date hereof and who becomes an employee of Acquiror at or shortly after the
Effective  Time  shall be entitled to such benefits as are generally provided to
similarly-situated  employees  of  Acquiror,  and  for  purposes  of determining
seniority,  such employees of the Company who become employees of Acquiror shall
be  deemed  to  have  been  employed  by  Acquiror  as of the date on which such
employees  were  first  employed  by  the  Company.

     Section  6.6  Audited  Financial  Statements.  Sellers  severally  and  not
                   ------------------------------
jointly agree to provide Acquiror with any and all materials in their respective
possession  which Acquiror is required to provide to such independent accounting
firm  as  Acquiror may engage for the purpose of conducting a financial audit of
the  Company after the date of this Agreement in connection with the preparation
of  audited  financial  statements  of the Company for each year in the two-year
period  ending  December  31,  1999.  In  addition,  Sellers  agree  to  provide
reasonable assistance and be reasonably accessible to Acquiror and such auditors
during  the  time  the  audit  is  being  conducted.

          Section  6.7 Expenses.  All expenses incurred by the parties hereto in
                       --------
connection  with  the  transactions contemplated hereby will be borne solely and
entirely  by  the  party  which  has  incurred  such  expenses.

     Section 6.8  Indemnification.  After the Effective Time, Acquiror will, and
                  ---------------
will cause the Surviving Corporation to, indemnify and hold harmless the present
and  former  officers, directors and employees of the Company (collectively, the
"Section  6.8  Indemnified  Parties")  in  respect  of acts or omissions of such
Section  6.8 Indemnified Party in such person's capacity as an officer, director
and/or  employee  of  the Company occurring on or prior to the Effective Time to
the  maximum  extent  permitted  by  law  and  to  the extent provided under the
Company's  Certificate  of  Incorporation  and  Bylaws  or  any  indemnification
agreement  with  the  Company's officers and directors to which the Company is a
party,  in  each  case  in  effect  on  the  date  hereof;  provided  that  such
indemnification  shall  be  subject  to any limitation imposed from time to time
under  applicable  law.  Without  limitation  of the foregoing, in the event any
such Section 6.8 Indemnified Party is or becomes involved in any capacity in any
action,  proceeding  or  investigation,  in  such  person's capacity as a former
director,  officer  or  employee  of  the Company, in connection with any matter
relating  to this Agreement or the transactions contemplated hereby occurring on
or  prior  to the Effective Time, Acquiror shall cause the Surviving Corporation
to  pay  as  incurred  such Section 6.8 Indemnified Party's reasonable legal and
other  expenses  (including  the  cost  of  any  investigation  and preparation)
incurred  in  connection  therewith.

                                   ARTICLE VII
                                 INDEMNIFICATION

     Section  7.1  Indemnification  Obligations of Sellers.     The Sellers will
severally  but  not jointly indemnify, defend and hold harmless Acquiror and its
Subsidiaries  and  Affiliates,  each  of  their  respective officers, directors,
employees,  agents,  shareholders,  representatives  and  agents and each of the
successors  and  assigns  of  any  of the foregoing (collectively, the "Acquiror
Indemnified  Parties")  from,  against  and  in  respect  of any and all claims,
liabilities,  obligations,  losses,  costs,  expenses,  penalties,  fines  and
judgments  (at  equity  or  at  law)  and  damages  whenever arising or incurred
(including  amounts  paid  in  settlement, costs of investigation and reasonable
attorneys'  fees  and  expenses)  arising  out  of  or  relating  to:

     (a)  any breach or inaccuracy of any representation or warranty made by the
Company  or  Sellers  in  this  Agreement;  and

     (b)  any  breach  of  any  covenant,  agreement  or undertaking made by the
Company  or  Sellers  in  this  Agreement.

     The  claims,  liabilities, obligations, losses, costs, expenses, penalties,
fines  and damages of the Acquiror Indemnified Parties described in this Section
7.1 as to which the Acquiror Indemnified Parties are entitled to indemnification
under  this  Section  7.1  are hereinafter collectively referred to as "Acquiror
Losses."

     Section  7.2  Indemnification  Obligations  of  Acquiror.  Acquiror  will
indemnify  and hold harmless each Seller (collectively, the "Company Indemnified
Parties")  from,  against  and  in  respect  of any and all claims, liabilities,
obligations,  losses, costs, expenses, penalties, fines and judgments (at equity
or  at  law) and damages whenever arising or incurred (including amounts paid in
settlement,  costs of investigation and reasonable attorneys' fees and expenses)
arising  out  of  or  relating  to:

     (a)  any  breach  or  inaccuracy  of any representation or warranty made by
Acquiror  or  Newco  in  this  Agreement;  and
     (b)  any  breach of any covenant, agreement or undertaking made by Acquiror
or  Newco  in  this  Agreement.
     The  claims,  liabilities, obligations, losses, costs, expenses, penalties,
fines  and  damages of the Company Indemnified Parties described in this Section
10.2 as to which the Company Indemnified Parties are entitled to indemnification
under  this  Section  10.2  are hereinafter collectively referred to as "Company
                                                                         -------
Losses."
   ---

     Section  7.3  Indemnification  Procedure.

     (a)  Upon  becoming  aware  of  any  action,  claim  or  proceeding,  or  a
threatened action, claim or proceeding, by a third party (a "Third Party Claim")
with  respect  to  which  an Acquiror Indemnified Party or a Company Indemnified
Party  (hereinafter  collectively  referred to as an "Indemnified Party") may be
entitled to make an indemnification claim pursuant to Section 7.1 or 7.2 against
the  other Party for any Acquiror Losses or Company Losses (as the case may be),
such  Indemnified  Party  must  notify  Acquiror  or  Sellers,  whichever is the
appropriate indemnifying party hereunder (the "Indemnifying Party"), as promptly
as  practicable,  but  in  any  event  within 10 days of the Indemnified Party's
becoming aware of such Third Party Claim; provided, however, that the failure of
the  Indemnified  Party to so notify the Indemnifying Party will not relieve the
Indemnifying  Party  from  liability  for  such  Third Party Claim arising under
Section  7.1  or  7.2  unless  the  failure  to so notify the Indemnifying Party
materially  prejudices  the ability of the Indemnifying Party to assert defenses
or  counterclaims available to the Indemnifying Party with respect to such Third
Party  Claim.

          (b)  The  Indemnifying  Party will have the right, upon written notice
delivered  to  the  Indemnified  Party within 20 days thereafter, to defend such
Third  Party  Claim by all appropriate proceedings at its sole cost and expense,
except  as  otherwise  set  forth  in  the  Escrow  Agreement.  If, however, the
Indemnifying  Party  declines or fails to assume the defense of such Third Party
Claim within such 20 day period, then the Indemnified Party may defend the Third
Party  Claim  by  all  appropriate  proceedings,  at the cost and expense of the
Indemnifying  Party  (subject  to  the limits set forth in Section 7.5), and may
vigorously  and  diligently  prosecute  such  Third  Party  Claim  to  a  final
conclusion.  The  Party  defending such Third Party Claim will have full control
of such defense, including the employment of counsel; provided, however, that if
requested  by  the  Party defending such Third Party Claim, the other Party will
cooperate  with  the  Party  defending  such  Third  Party  Claim.

          (c)  In any Third Party Claim with respect to which indemnification is
sought  under  Section  7.1  or  7.2, the Party that is not defending such Third
Party Claim may participate in such Third Party Claim and retain its own counsel
at  such Party's own expense.  The Party defending the Third Party Claim will at
all  times use reasonable efforts to keep the other Party reasonably apprised of
the  status  of  the  defense  of such Third Party Claim and to cooperate in the
defense  of  such  Third  Party  Claim.

     (d)  No  Party may settle or compromise any Third Party Claim or consent to
the  entry  of  any  judgment  with  respect to such Third Party Claim for which
indemnification  is  being sought hereunder without the prior written consent of
the  other  Party,  unless  such  settlement contains a complete release of such
other  Party  and  imposes no financial or other obligation on such other Party.

          (e)     If  an  Indemnified  Party  claims  a  right to be indemnified
pursuant  to  this  Agreement  for Acquiror Losses or Company Losses that do not
arise  from  a Third Party Claim, then such Indemnified Party will promptly send
written  notice  of  such  claim  to  the  Indemnifying Party.  Such notice will
specify the basis for such claim in reasonable detail and be accompanied by such
other  information  as may be necessary for the Indemnifying Party to assess the
merits  and amount of such claim.  As promptly as possible after the Indemnified
Party  has  given  such notice, the Indemnified Party and the Indemnifying Party
will  establish  the  merits  and  amount  of  such  claim (by mutual agreement,
litigation,  arbitration or otherwise) and, within five (5) Business Days of the
final  determination  of  the  merits and amount of such claim, the Indemnifying
Party  will  pay  to the Indemnified Party immediately available funds an amount
equal  to  such  claim  as  determined  hereunder.

     Section  7.4  Claims  Period.  For  purposes  of  this Agreement, a "Claims
Period"  is  the  period  after  the  Closing  Date  during  which  a  claim for
indemnification  may  be  asserted under this Agreement by an Indemnified Party.
The  Claims Periods under this Agreement will terminate as to Acquiror Losses on
the expiration of the earlier of (x) one year after the Closing Date and (y) the
date  on  which Acquiror's independent accounting firm delivers its audit letter
with respect to the annual financial statements of Acquiror and its Subsidiaries
(including  the  Company)  for  the  year  ended  June  30,  2000.

     Section  7.5  Liability  Limits.  Notwithstanding  anything to the contrary
set  forth  herein:

     (a)  The  Acquiror  Indemnified  Parties  will not make a claim against any
Seller  for  indemnification  under  Section  7.1 for Acquiror Losses unless and
until  the  aggregate amount of Acquiror Losses exceeds $250,000 (the "Threshold
Amount")  and then the Sellers then shall be liable only for all Acquiror Losses
in  excess  of  $100,000.

     (b)     No Seller shall be liable under this Article VII for any portion of
Acquiror  Losses  in  excess  of such Seller's proportionate share of the Merger
Consideration,  which  proportionate share, for purposes of this Section 7.5, is
set forth in Schedule 7.5(b) hereto. Except for Acquiror Losses resulting from a
breach of a representation, warranty, agreement or covenant contained in Section
4.23  of  this  Agreement  by  a  particular Seller or the breach of a covenant,
agreement  or  undertaking  by a particular Seller, all Acquiror Losses shall be
satisfied  on  a  pro  rata  basis  by  the  Sellers  based  on  each  Seller's
proportionate  share of the Merger Consideration, which proportionate share, for
purposes  of  this  Section  7.5  is  set  forth  in  Schedule  7.5(b)  hereto.

     (c)     The total liability of each Seller under or in connection with this
Agreement  including  Article VII hereof, shall be limited to each such Seller's
respective interest in the "Escrow Shares" as such term is defined in the Escrow
Agreement

     (d)     No  party shall be liable to any other party under this Article VII
for  any  consequential,  incidental  or  indirect  damages.

     Section  7.6  Method  of  Calculating  Losses.  The  amount  of  any
indemnification  payable  pursuant  to  this Article VII shall be (i) net of any
insurance  proceeds received by the Indemnified Party in respect of the Acquiror
Losses  or  Company  Losses,  as  the  case  may  be,  which  gave  rise to such
indemnification  payment,  (ii)  net  of  any  tax  benefit  realized  or  the
then-present  value  (based  on  a  discount  rate  equal  to  the prime rate as
published  in  The  Wall  Street  Journal  from time to time) of such income tax
benefit  reasonably  expected  to  be  realized  by  the  Indemnified Party on a
consolidated  basis by reason of the facts and circumstances giving rise to such
indemnification,  and  (iii) net of the amount of tax required to be paid by the
Indemnified  Party on a consolidated basis as a result of the accrual or receipt
of  the  indemnification  payment.

     Section  7.7  Method  of  Settling  Claims.  If a claim for Acquiror Losses
pursuant to this Article VII is required to be paid by a Seller, the amount owed
by  such Seller in respect of such Acquiror Losses shall be paid, by the release
of  Escrow Shares held in the Escrow Account for such Seller.  In the event that
Escrow  Shares  are  released  to  Acquiror, such Acquiror Common Stock shall be
deemed  to  have a value of $7.50 per share.  Recourse against the Escrow Shares
pursuant  to the Escrow Agreement shall be the sole and exclusive remedy for any
amount  owed  under  or  in  connection with this Agreement by any Seller to any
Acquiror  Indemnified  Party.

     Section  7.8  Escrow  Shares.  The Escrow Shares held in the Escrow Account
                   --------------
shall  be  held  as  security  for  the  obligations of the Sellers to indemnify
Acquiror  Parties  for  any  Acquiror  Losses pursuant to this Article VII.  The
Escrow  Shares  shall  be  held in the Escrow Account and released to Sellers or
Acquiror  in  accordance  with  the  Escrow  Agreement.


                                  ARTICLE VIII
                               GENERAL PROVISIONS

          Section  8.1  Interpretation.
                        --------------

          (a)     When  a  reference  is  made in this Agreement to a section or
article,  such  reference  shall  be  to  a section or article of this Agreement
unless  otherwise  clearly  indicated  to  the  contrary.

          (b)     Whenever  the  words  "include", "includes" or "including" are
used in this Agreement they shall be deemed to be followed by the words "without
limitation."

          (c)     The  words  "hereof",  "hereby",  "herein"  and "herewith" and
words of similar import shall, unless otherwise stated, be construed to refer to
this Agreement as a whole and not to any particular provision of this Agreement,
and  article,  section,  paragraph,  exhibit  and schedule references are to the
articles,  sections, paragraphs, exhibits and schedules of this Agreement unless
otherwise  specified.

          (d)     The  plural  of  any  defined  term  shall  have  a  meaning
correlative  to  such  defined term, and words denoting any gender shall include
all  genders.  Where  a  word  or  phrase  is  defined herein, each of its other
grammatical  forms  shall  have  a  corresponding  meaning.

          (e)     A  reference  to  any  legislation  or to any provision of any
legislation  shall  include  any  modification  or  re-enactment  thereof,  any
legislative  provision  substituted  therefor  and all Regulations and statutory
instruments  issued  thereunder  or  pursuant  thereto.

          (f)     The  parties  have participated jointly in the negotiation and
drafting  of this Agreement.  In the event an ambiguity or question of intent or
interpretation  arises,  this Agreement shall be construed as if drafted jointly
by  the  parties,  and no presumption or burden of proof shall arise favoring or
disfavoring  any  party  by  virtue  of the authorship of any provisions of this
Agreement.

          Section  8.2  Effectiveness  of  Representations,  Warranties  and
                        ----------------------------------------------------
Agreements.
         -

          (a)     Except  as  set forth in Section 8.2(b) of this Agreement, the
representations,  warranties  and  agreements  of  each party hereto will remain
operative  and  in full force and effect regardless of any investigation made by
or on behalf of any other party hereto, any Person controlling any such party or
any  of their officers, directors, representatives or agents whether prior to or
after  the  execution  of  this  Agreement.

          (b)     The  representations  and  warranties  in  this Agreement will
terminate  as of the Closing Date; provided, however, this Section 8.2 (b) shall
in  no  way  limit  any  covenant or agreement of the parties which by its terms
contemplates  performance  after  the  Closing  Date.

          Section  8.3  Notices.  Any  notice,  request,  instruction  or  other
                        -------
document to be given hereunder by any party to another party shall be in writing
and  shall  be  deemed  given  when  delivered  personally,  upon  receipt  of a
transmission  confirmation (with a confirming copy sent by overnight courier) if
sent  by  facsimile or like transmission, and on the next Business Day when sent
by  Federal  Express,  United  Parcel  Service,  Express Mail or other reputable
overnight  courier,  as  follows:

     (a)     If  to  either  of  the  Acquiror  Parties,  to:

          Concurrent  Computer  Corporation
          4375  River  Green  Parkway
          Duluth,  Georgia  30096
          Attn:  E.  Courtney  Siegel

     with  a  copy  to:

          King  &  Spalding
          191  Peachtree  Street
          Suite  4900
          Atlanta,  Georgia  30303
          Attn:  John  D.  Capers,  Jr.,  Esq.

     (b)     If  to  the  Company,  to:

          Vivid  Technology,  Inc.
          100  High  Point  Drive
          Chalfont,  Pennsylvania  18914
          Attn:  Fred  Allegrezza


       with  a  copy  to:

          Morgan  Lewis  &  Bockius
          1701  Market  Street
          Philadelphia,  Pennsylvania  19103-2921
          Attn:  Stephen  M.  Goodman,  Esq.

     (c)     If  to  the  Sellers,  to:

          Fred  Allegrezza
          c/o  Concurrent  Computer  Corporation
          100  High  Point  Drive
               Chalfont,  Pennsylvania  18914

       and  to:

          Gary  Lauder
          88  Mercedes  Lane
               Atherton,  California  94027

       with  a  copy  to:

          Morgan  Lewis  &  Bockius
          1701  Market  Street
          Philadelphia,  Pennsylvania  19103-2921
          Attn:  Stephen  M.  Goodman,  Esq.

       and  to:

          Gunderson  Dettmer  Stough  Villeneuve  Franklin  &  Hachigian,  LLP
          155  Constitution  Drive
          Menlo  Park,  California  94025
          Attn:  Daniel  E.  O'Connor,  Esq.  /  David  T.  Young,  Esq.

or  to  such  other  persons or addresses as may be designated in writing by the
party  to  receive  such  notice.  Nothing  in  this  section shall be deemed to
constitute  consent  to  the  manner  and  address  for  service  of  process in
connection  with any legal proceeding (including Litigation arising out of or in
connection  with this Agreement), which service shall be effected as required by
applicable  Law.

          Section  8.4  Headings.  The  headings contained in this Agreement are
                        --------
for  reference  purposes  only  and  will  not  affect in any way the meaning or
interpretation  of  this  Agreement.

          Section  8.5  Severability.  If  any  term  or other provision of this
                        ------------
Agreement  is invalid, illegal or incapable of being enforced by any rule of law
or  public  policy,  all  other conditions and provisions of this Agreement will
nevertheless  remain  in  full force and effect so long as the economic or legal
substance  of the transactions contemplated hereby is not affected in any manner
materially adverse to any party.  Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
will  negotiate  in  good  faith  to  modify  this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the  end  that  transactions  contemplated  hereby  are  fulfilled to the extent
possible.

          Section  8.6  Entire  Agreement.  This  Agreement  (not  including the
                        -----------------
Annexes  hereto,  but including the Company's Disclosure Schedule and Acquiror's
Disclosure  Schedule)  constitute  the  entire  agreement  of  the  parties, and
supersede  all  prior  agreements and undertakings, both written and oral, among
the  parties,  with  respect  to  the  subject  matter  hereof  and  thereof.

          Section  8.7  Assignment.  This  Agreement  may  not  be  assigned  by
                        ----------
operation  of  Law  or  otherwise.

          Section  8.8 Parties in Interest.  This Agreement will be binding upon
                       -------------------
and  inure  solely  to  the  benefit  of each party hereto, and, nothing in this
Agreement,  express  or  implied,  is  intended to or will confer upon any other
Person  any right, benefit or remedy of any nature whatsoever under or by reason
of  this  Agreement.

     Section  8.9  Failure  or  Indulgence  Not Waiver; Remedies Cumulative.  No
                   --------------------------------------------------------
failure  or  delay  on the part of any party hereto in the exercise of any right
hereunder  will  impair  such  right  or  be  construed  to  be  a waiver of, or
acquiescence  in,  any  breach  of  any  representation,  warranty, agreement or
covenant  herein,  nor  will  any  single  or partial exercise of any such right
preclude  other  or  further exercise thereof or of any other right.  All rights
and  remedies existing under this Agreement are cumulative to, and not exclusive
to,  and  not  exclusive  of,  any  rights  or  remedies  otherwise  available.

          Section  8.10  Governing  Law.  This  Agreement  and  the  agreements,
                         --------------
instruments  and documents contemplated hereby will be governed by and construed
in  accordance with the Laws of the state of Delaware (exclusive of conflicts of
law  principles).  Courts  within  the  state of Delaware will have jurisdiction
over  any and all disputes between the parties hereto, whether in law or equity,
arising out of or relating to this agreement and the agreements, instruments and
documents  contemplated  hereby.  The  parties consent to and agree to submit to
the  jurisdiction of such Courts.  Each of the parties hereby waives, and agrees
not to assert in any such dispute, to the fullest extent permitted by applicable
Law, any claim that (i) such party is not personally subject to the jurisdiction
of  such  Courts,  (ii)  such party and such party's property is immune from any
legal  process  issued  by such Courts or (iii) any Litigation commenced in such
Courts  is  brought  in  an  inconvenient  forum.

          Section 8.11 Counterparts.  This Agreement may be executed in multiple
                       ------------
counterparts, and by the different parties hereto in separate counterparts, each
of  which  when executed will be deemed to be an original but all of which taken
together  will  constitute  one  and  the  same  agreement.

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


                                     CONCURRENT  COMPUTER  CORPORATION


                                     By:_/s/  E.  Courtney  Siegel
                                         --------------------------------------
                                     Name:
                                     Title:


                                     VIVID  TECHNOLOGY,  INC.


                                     By:_/s/  Fred  Allegrezza
                                         --------------------------------------
                                     Name:
                                     Title:



                                     CONCURRENT  ACQUISITION  CORPORATION


                                     By:_/s/  E.  Courtney  Siegel
                                         --------------------------------------
                                     Name:
                                     Title:


                                     /s/  Fred  Allegrezza
                                     ------------------------------------------
                                     Fred  Allegrezza



                                     ------------------------------------------
                                     Gary  Lauder


                 Signature Page to Agreement and Plan of Merger
<PAGE>