<PAGE>

                                EXHIBIT 10.30

</PAGE>




                   SHARE PURCHASE AGREEMENT (EBA)
                  ------------------------------

                          MARC KEGELAERS

                               AND

                      MICROFRAME EUROPE N.V.








                       September 15, 1995 <PAGE>



 
                            SHARE PURCHASE AGREEMENT


            THIS SHARE PURCHASE AGREEMENT made the 15th  day of September, 1995
between  Marc  Kegelaers,  an  individual residing at Tuyaertsstraat 32, B-2850
B00M,  Belgium  ("Kegelaers"  or   the "Seller"), and MicroFrame Europe N.V., a
corporation  existing  under  the  laws  of Belgium (the "Purchaser"), with its
registered  office  at  Tuyaertsstraat  32, B-2850 B00M and registered with the
Commercial  Register  of  Antwerpen  duly  represented  by  Lonnie  L. Sciambi,
Chairman of the Board.


                              W I T N E S S E T H

                  WHEREAS,  the  Corporation  (as  hereinafter  defined)  is  a
marketing  organization  engaged  in  the  business  of  creating  and managing
distribution   networks  and  original  equipment  manufacturer  relations  for
suppliers to the telecommunications industry; and

                  WHEREAS,  all of the issued and outstanding shares of capital
stock of the Corporation are directly owned by the Seller; and

                  WHEREAS,  the  Seller has agreed to sell to the Purchaser and
the  Purchaser,  in  reliance  upon  the  representations and warranties of the
Seller  contained  herein,  has  agreed  to purchase from the Seller all of the
issued  and  outstanding  shares  of    capital  stock  of  the Corporation, in
accordance with the terms and conditions of this Agreement;

                  NOW  THEREFORE,  in  consideration  of  the  premises and the
mutual  covenants  contained in this Agreement and other valuable consideration
(the  receipt  and  adequacy  of  which  is  hereby acknowledged by each of the
Parties, as hereinafter defined), the Parties agree as follows:


                                   ARTICLE 1

                                 INTERPRETATION


1.01        Defined Terms.  As used in this Agreement, the following terms have
the following meanings:

            " A c counts  Receivable"  means  all  accounts  receivable,  notes
receivable  and  other  debts  due or accruing to the Corporation in connection
with the Business as more particularly set out in Schedule 1.01(a);

            "Agreement"  means  this share purchase agreement and all schedules
and  instruments  in  amendment  or  confirmation of it; "hereof", "hereto" and
"hereunder" and similar expressions mean and refer to this Agreement and not to
any  particular  Article,  Section,  Subsection, Schedule or other subdivision;
"Article",  "Section",  "Subsection",  "Schedule"  or other subdivision of this
Agreement  followed  by  a  number  means  and refers to the specified Article,
Section, Subsection, Schedule or other subdivision of this Agreement;

            "Assets"  means all property and assets of the Corporation of every
kind and wherever situated as set forth on the Financial Statements or acquired
in  the ordinary course of business since the date of such Financial Statements
through the date hereof;




                                       -1-<PAGE>
            " Authorization"  means,  with  respect  to  any  Person,  any
authorization,   order,  permit,  approval,  grant,  license,  consent,  right,
franchise,  privilege,  certificate, judgment, writ, injunction, award, decree,
or by-law, rule or regulation of any Governmental Entity, whether or not having
the force of law, having jurisdiction over such Person;

            "Benefit  Plans"  means  all employee benefit plans relating to the
employees  of the Corporation, including profit sharing, deferred compensation,
phantom stock option, stock option, employee stock purchase, bonus, retirement,
health  or  insurance  plans  which  are disclosed as benefit plans on Schedule
3.01(ff)(v);

            "Billing Period" means each of the five "rolling" twelve (12) month
periods  commencing on the first anniversary of the Closing Date and on each of
the  four (4) anniversary dates  thereafter, each of such periods to include an
additional  period  of  ninety  (90) days following its scheduled expiration to
collect  the  Europe  Revenues  generated  during  such  period,  which  if not
collected during said 90-day period shall be deemed relinquished by Seller, and
shall not carryforward to the next billing period.

            "Books  and  Records" means, if applicable, all technical, business
and  financial  records,  financial  books and records of account, books, data,
reports,  files,  lists,  drawings,  plans, logs, briefs, customer and supplier
lists,  deeds,  certificates,  contracts,  surveys, title opinions or any other
documentation  including  the  Corporate  Records  and  information in any form
whatsoever  (including  written, printed, electronic or computer printout form)
relating to the Business;

            "Business"  means  the  business  presently  carried  on  by  the
Corporation  consisting  of  the creating and managing of distribution networks
and    original  equipment  manufacturer  relations  for  suppliers  to  the
telecommunications industry;

            "Business  Day"  means  any day of the year, other than a Saturday,
Sunday or any day which is declared a public holiday in Belgium;

            "Cash Earn Out" means the portion of the Purchase Price referred to
in Section 2.02(iii) hereof and paid in accordance with Section 2.03 hereof;

            "Claim"  means  any  claim  of any nature whatsoever, including any
demand,  liability,  obligation,  debt,  cause  of  action,  suit,  proceeding,
judgment, award, assessment, and reassessment;

            "Closing"  means  the completion of the transaction of purchase and
sale contemplated in this Agreement;

            "Closing Date" means the date upon which the Closing has occurred;

            "Consents"  means  the  consents  of  contracting  parties  to  any
Contracts  which  are  required  thereunder  with  respect  to the transactions
contemplated in this Agreement, and "Consent" means any one of such Consents;

            "Consulting  Agreement" shall mean the consulting agreement of even
date herewith between Kegelaers and MicroFrame Europe N.V.;

            "Contracts"  means  all  contracts through the date hereof to which
the   Corporation  is  a  party  including  all  contracts,  leases,  licenses,
undertakings,  engagements or commitments of any nature, written or oral, which
the Corporation has entered into in connection with the Business;



                                       -2- <PAGE>
 



            "Corporate Records" means the corporate records of the Corporation,
including  (i) the certificate of incorporation, if any, by-laws, any unanimous
shareholders agreement and any amendments thereto; (ii) all minutes of meetings
and resolutions of shareholders, directors and any committee thereof; (iii) the
share  certificate  books,  register of shareholders and register of transfers;
and  (iv)  all  accounting  records,  including  without limitation all records
relating to the Financial Statements;

            " Corporation"  means  European  Business  Associates  BVBA,  a
corporation  existing  under  the laws of Belgium with its registered office at
Tuyaertsstraat  32,  2850  B00M,  registered  with  the  Commercial Register of
Antwerpen under the number 276751;

            "Effective Time" means 3:00 p.m. on the Closing Date;

            "Encumbrances"  means  liens, charges, mortgages, pledges, security
interests, claims, defects of title, restrictions and any other rights of third
parties  relating  to  any  property,  including  rights  of set-off and voting
trusts, and other encumbrances of any kind;

            "European Revenues"means the cash revenues of the Purchaser and the
Parent  Corporation  generated  and collected as a result of any sales from the
European Countries set out on Schedule 1.01(b) hereof;

            "Financial  Statements"  means  the nonaudited balance sheet of the
Corporation  for  the  fiscal  year  ended  December 31, 1994 and the six month
period  ended  June  30,  1995  and  the  accompanying statements of income and
retained  earnings  and changes in financial position for the period then ended
and all notes thereto;

            "GAAP"  means at any time, generally accepted accounting principles
in Belgium and the European Union;

            " Governmental  Entity"  means  (i)  any  multinational,  federal,
provincial, state, municipal, local or other governmental or public department,
court,  commission,  board,  bureau,  agency  or  instrumentality,  domestic or
foreign; (ii) any subdivision, agent, commission, board, or authority of any of
the  foregoing;  or  (iii) any quasigovernmental or private body exercising any
regulatory,  expropriation  or taxing authority under or for the account of any
of the foregoing;

            "Intellectual  Properties" means any and all right, title, interest
and  benefit  of the Corporation in and to any registered or unregistered world
marks, trade or brand names, service marks, copyrights, copyright applications,
designs, inventions, patents, patent applications, patent rights (including any
patents  issuing  on  such  applications  or  rights),  licenses, sub-licenses,
franchises,  technology,  computer  rights and other intellectual or industrial
property other than know how;

            "Laws"    means  all  statutes,  codes, ordinances, decrees, rules,
regulations,  municipal  by-laws,  judicial  or  arbitral  or administrative or
ministerial or departmental or regulatory judgments, orders, decisions, rulings
or  awards,  policies, guidelines or any provisions of the foregoing, including
general  principles  of  common  and equity, binding on or affecting the Person
referred  to in the context in which such word is used; and "Law" means any one
of them;

            "Leased   Properties" means the real properties forming the subject
matter  of  the  Property  Lease  at  the  municipal address listed in Schedule
3.01(v);


                                       -3- <PAGE>
 


            "Letter  Agreement"  means  the letter of agreement entered into on
May 31, 1995 among the Purchaser, the Corporation and Kegelaers;

            "Lien"  means,  through  the date hereof, any bailment, assignment,
levy, execution, seizure, attachment, garnishment, security interest, ownership
interest  or  with  respect  to  ownership  interest  created  by  permitted
encumbrances,  mortgage, charge, pledge, lien, or other encumbrance whatsoever,
whether fixed or floating and howsoever created or arising;

            "Loss"  means  any  loss  whatsoever,  including  expenses,  costs,
damages,  penalties, fines, charges, claims, demands, liabilities, interest and
any and all reasonable legal fees and disbursements;

            " Parent  Corporation"  means  MicroFrame,  Inc.,  a  corporation
organized under the laws of the State of New Jersey, which corporation owns 124
shares of capital stock of the Purchaser;


            "Parties" means the Seller and the Purchaser; and "Party" means any
one of them;

            "Person"  means  an  individual,  partnership,  corporation, trust,
unincorporated  association,  joint  venture  or  other  entity or Governmental
Entity, and pronouns have a similarly extended meaning;

            "Property  Lease"  means  the  lease  of real property to which the
Corporation is a party, as listed and described in Schedule 3.01(v);

            "Purchase Price" has the meaning ascribed thereto in Section 2.02;

            "Purchased  Shares" means 100 shares of capital stock, no par value
of  the  Corporation,  being  all  of  the issued and outstanding shares of the
Corporation;

            "Purchaser"  means  MicroFrame  Europe N.V., a corporation existing
under the laws of Belgium;

            "Purchaser  Stock"  means  "restricted"  shares  (as  such  term is
defined  in  Rule 144 of the Securities Act of 1933) of the Common Stock, $.001
par value, of the Parent Corporation;

            "Seller"  shall  have the same meaning set forth in the preamble to
this Agreement;

            "Share  Earn  Out" means the portion of the Purchase Price referred
to in Section 2.02(iv) hereof and paid in accordance with Section 2.04 hereof;

            Definitions  set  forth  in any Schedule are incorporated herein by
reference.

1.02        Gender and Number.  Any reference in this Agreement to gender shall
include all genders, and words importing the singular number only shall include
the plural and vice versa.

1.03        Headings,  Etc.    The  division  of  this Agreement into Articles,
Sections,  Subsections and other subdivisions and the insertion of headings are
for  convenience  of  reference only and shall not affect or be utilized in the
construction or interpretation of this Agreement.




                                       -4- <PAGE>
 



1.04        Currency.    All  references  in  this  Agreement  to  dollars  are
expressed in U.S. currency.

1.05        Severability.  Any Article, Section, Subsection or other subdivision
of this Agreement or any other provision of this Agreement which is, or becomes,
illegal,  invalid  or unenforceable shall be severed from this Agreement and be
ineffective  to  the  extent of such illegality, invalidity or unenforceability
and shall not affect or impair the remaining provisions hereof.

1.06        Entire  Agreement.    This  Agreement  together with the Consulting
Agreement  constitutes  the  entire agreement between the Parties pertaining to
the  subject matter hereof and supersedes all prior agreements, understandings,
negotiations  and  discussions,  whether  oral  or  written,  of    the Parties
including,  without  limitation,  the Letter Agreement dated May 31, 1995 among
the  Purchaser,  Kegelaers  and the Corporation.  There are no representations,
warranties,  conditions  or  other agreements, express or implied, statutory or
otherwise,  between  the  Parties in connection with the subject matter of this
Agreement, except as specifically set forth herein.

1.07        Amendments.    This  Agreement  may  only  be  amended, modified or
supplemented by a written agreement signed by all of the Parties.

1.08        Waiver.  No waiver of any of the provisions of this Agreement shall
be  deemed  to  constitute  a  waiver  of  any  other provision (whether or not
similar), nor shall such waiver constitute a waiver or continuing waiver unless
otherwise  expressly provided in writing duly executed by the Party to be bound
thereby.

1.09        Governing  Law;  Consent  to  Jurisdiction;  Venue.  This Agreement
shall be governed by and construed and enforced in accordance with  the laws of
Belgium.    Each party hereby waives personal service of any summons, complaint
or  other  process,  which  may  be delivered by any of the means permitted for
notices  under  Section  9.02  hereof.    In  addition,  without  limiting  the
foregoing, the Seller hereby appoints Jan Bergmans, Esq., Eikenstraat 80, B2840
Rumst,  Belgium,  counsel to the Seller, to receive, for him and on his behalf,
service  of  process  with  respect  to  any dispute between the Seller and the
Purchaser  arising  under  or  related  to  this  Agreement  or  the Consulting
Agreement.    In  addition,  the  Purchaser hereby appoints David Gillet, Esq.,
Loeff Claeys Verbeke, Avenue de Tervueren 268A, 1150 Brussels, Belgium, counsel
to the Purchaser, to receive, for it and on its behalf, service of process with
respect  to  any  dispute between the Seller and the Purchaser arising under or
related  to  this  Agreement.    Service of process upon such authorized agents
shall be deemed, in every respect, effective service of process upon the Seller
or the Purchaser, as the case may be.

1.10        Inclusion.    Where  the  word "including" or "includes" is used in
this Agreement it means "including (or includes) without limitation".

1.11        Accounting    Terms.  All accounting terms not specifically defined
in this Agreement shall be construed in accordance with GAAP.

1.12        Incorporation  of  Schedules.    The  following  are  the schedules
attached to and incorporated in this Agreement:

Schedule 1.01(a)                 -     Accounts  Receivable  (including Overdue
Accounts Receivable)

Schedule 1.01(b)                 -     European Countries



                                       -5- <PAGE>
 


Schedule 2.04                    -     Share Earn Out

Schedule 3.01(p)                 -     Authorizations

Schedule 3.01(v)                 -     Leased Properties

Schedule 3.01(y)                 -     Indebtedness

Schedule 3.01(w)                 -     Material Contracts

Schedule 3.01 (aa)               -     Personal Property

Schedule 3.01(ee)                -     Financial Commitments to Seller

Schedule 3.01(ff)                -     Employees and Compensation

Schedule 3.01(ff)(v)             -     Benefit Plans

Schedule 3.01(hh)                -     Insurance Policies

Schedule 3.01(kk)                -     Bank Accounts and Powers of Attorney


                                   ARTICLE 2

                      PURCHASED ASSETS AND PURCHASE PRICE

2.01        Purchase and Sale.  Subject to the terms and conditions hereof, the
Seller  agrees  to sell, assign and transfer to the Purchaser and the Purchaser
agrees to purchase from the Seller on the Closing Date, the Purchased Shares.

2.02        Purchase    Price.    The  aggregate  purchase price (the "Purchase
Price")  payable  by the Purchaser to the Seller for the Purchased Shares shall
be  (i)  an aggregate amount of U.S.$50,000; (ii) an aggregate amount of 25,000
shares  of  Purchaser  Stock;  (iii)  the  Cash  Earn  Out amount calculated in
accordance  with Section 2.03; and (iv) the Share Earn Out amount calculated in
accordance with Section 2.04.

2.03        Payment of the Cash Earn Out.  Subject to compliance by Seller with
the  terms and conditions contained herein and compliance by Kegelaers with the
terms  and  conditions  of  the  Consulting Agreement, for each of the five (5)
Billing  Periods,  the Purchaser shall pay to the Seller an aggregate amount of
 .5%  (one-half  of  one  percent)  of European Revenues generated and collected
during the applicable Billing Period, to be paid no later than thirty (30) days
following each of the Billing Periods.

2.04        Payment  of  the  Share  Earn Out.  Subject to compliance by Seller
with the terms and conditions contained herein and compliance by Kegelaers with
the  terms and conditions of the Consulting Agreement, for each of the five (5)
Billing  Periods,  the  Purchaser shall cause the Parent Corporation, to pay to
the  Seller  an  aggregate  amount  of one (1) share of Purchaser Stock for the
amount  of  European Revenues set forth in column B of Schedule 2.04 hereto for
each  of  the respective Billing Periods set forth in column A of Schedule 2.04
hereto,  provided  that  no  payment  of  Purchaser  Stock will be made for any
particular  Billing  Period pursuant to this paragraph 2.04 unless the European
Revenues during such period exceed the minimum thresholds listed in column C to
Schedule  2.04  hereto  with respect to such period.  Payments shall be made no
later than thirty (30) days following each of the Billing Periods.




                                       -6- <PAGE>
 




2.05        Death  of the Seller.   In the event of the death of the Seller and
provided  that  the  Seller is not in default hereunder or under the Consulting
Agreement,  the  estate  of  the  Seller  shall be entitled to receive, and the
Company  will  pay  to  such  estate,  all  amounts  the Seller would have been
entitled to receive under this Agreement.


                                   ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

3.01        Representations  and  Warranties  of  the  Seller.    The  Seller
represents  as  follows to the Purchaser and acknowledges and confirms that the
Purchaser  is  relying  upon  such representations and warranties in connection
with the purchase by the Purchaser of the Purchased Shares.

Corporate Matters Relating to the Seller and the Corporation

            (a)         Due  Incorporation  and  Existence  of the Corporation.
The  Corporation is a corporation duly incorporated and validly existing and in
good standing under the laws of Belgium.

            (b)         Corporate  Power.    The  Corporation has the corporate
power  and  authority  to  own its property and to carry on the Business as now
being conducted by it.

            (c)         Qualification.    The  Corporation  is  duly qualified,
licensed  or registered to carry on business as a corporation in Belgium and in
all  jurisdictions in which the nature of the Assets or the Business makes such
qualification  necessary  and where failure to so qualify would have a material
adverse  effect  on  the  affairs,  assets, liabilities, business or prospects,
operations  or  conditions  of  the  Corporation  or the Business, financial or
otherwise. 

            (d)         Authorized  Capital.    The  authorized  capital of the
Corporation consists of 100 shares of capital  stock, no par value, of which at
the  date  hereof,  100  shares  (and  no  more)  have been duly issued and are
outstanding  as  fully  paid and non-assessable.  Immediately prior to Closing,
the  Seller  will be the registered and beneficial owner of an aggregate of 100
outstanding  shares  of  capital  stock, no par value, of the Corporation which
will be all of the issued and outstanding shares of the Corporation.

            (e)         Options,  etc.    Except  for  the  Purchaser's  rights
hereunder,  no  Person  has  any  option,  warrant,  right,  call,  commitment,
conversion  right,  right  of  exchange  or  other  agreement  or  any right or
privilege  (whether  by law, pre-emptive or contractual) capable of becoming an
option,  warrant,  right, call, commitment, conversion right, right of exchange
or other agreement (i) for the purchase from the Seller of any of the Purchased
Shares  applicable  to  such  Seller;  or  (ii) for the purchase, subscription,
allotment  or  issuance  of  any  of  the unissued shares in the capital of the
Corporation or of any securities of the Corporation.

            (f)         Title  to  Purchased  Shares.    The  Seller  is  the
registered  and  beneficial  owner  of  the  Purchased  Shares  with good title
thereto,  free  and clear of all Encumbrances.  The Seller has the right, power
and  authority to enter into this Agreement and to sell the Purchased Shares as
contemplated  herein.    The  delivery  to  the  Purchaser by the Seller of the
Purchased  Shares  pursuant  to  the  provisions  hereof  will  transfer to the
Purchaser  valid  title  thereto,  free and clear of all Encumbrances, with all



                                       -7- <PAGE>
 



taxes  attributable  to  the transfer of the Purchased Shares, excluding income
taxes, paid or provided for.

            (g)         Dividends,   Distributions  and  Remuneration.    Since
December 31, 1994, the Corporation has not, directly or indirectly, declared or
paid  any  dividends  or  declared or made any other distribution on any of its
shares of any class and has not, directly or indirectly, redeemed, purchased or
otherwise  acquired  any  of its shares of any class or agreed to do so and has
not  paid  bonuses  or  salary in excess of those amounts set forth in Schedule
3.01(ff)

            (h)         Corporate  Records.    The  Corporate  Records  of  the
Corporation  are  complete  and  accurate  in  all  material  respects  and all
corporate  proceedings  and actions of the Business reflected therein have been
conducted  or  taken  in  compliance  with  all  applicable  Laws  and with the
Certificate  of  Incorporation  and  by-laws  of  the  Corporation, and without
limiting  the  generality of the foregoing, to knowledge of the Seller, (i) the
minute  books contain complete and accurate in all material respects minutes of
all   meetings  of  the  shareholders  of  the  Corporation  held  since  the
incorporation  of  the  Corporation, and all such meetings were duly called and
held;  (ii) the minute books contain all written resolutions passed or ratified
by  the  shareholders  of  the  Corporation  and all such resolutions were duly
passed or ratified; (iii) the register of shareholders is complete and accurate
in  all  material respects, and all such transfers have been duly completed and
approved  and  any  exigible tax payable in connection with the transfer of any
securities  of  the  Corporation  has  been  duly paid; and (iv) all former and
present  directors  and  officers  of  the  Corporation  were  duly  elected or
appointed as the case may be.

            (i)         Validity  of  Agreement.    The execution, delivery and
performance  by  the  Seller  of  this  Agreement  and  the consummation of the
transactions  contemplated  hereby  do  not  (or  would  not with the giving of
notice,  the  lapse  of  time or the happening of any other event or condition)
result  in  a  violation  or  a breach of, or a default under or give rise to a
right  of  termination,  amendment  or  cancellation or the acceleration of any
obligation  under (A) any charter or by-law instruments of the Corporation; (B)
any contracts or instruments to which either the Seller or the Corporation is a
party  or by which either the Seller or the Corporation is bound; or (C) of any
Laws  applicable  to  either  the  Seller  or  the Corporation.  This Agreement
constitutes  a  legal,  valid  and binding obligation of the Seller enforceable
against him in accordance with its terms.

            (j)         Restrictive Documents.  Neither the Corporation nor the
Seller  is  subject  to,  or a party to, any charter or by-law restriction, any
Law,  any  Claim,  any  contract  or  instrument,  any Encumbrance or any other
restriction  of  any  kind or character which would prevent the consummation of
the  transactions  contemplated by this Agreement or compliance with the terms,
conditions  and provisions hereof or the continued operation of the Business by
the  Corporation  after  the  Closing  Date  on substantially the same basis as
heretofore  operated,  or  which would restrict the ability of the Purchaser to
acquire  any of the Purchased Shares or to cause the Corporation to conduct the
Business  in  any  area  in each case except for the necessity of obtaining the
Consents.

            (k)         Acquisition  of  Purchaser  Stock  for Investment.  The
Seller  is  acquiring  the  Purchaser  Stock pursuant to Sections 2.02 and 2.04
hereof  for  investment  and  not  with  a  view  toward,  or for the resale in
connection  with,  any  distribution thereof, nor with any present intention of
distributing  or selling such Purchaser Stock.  The Seller understands that the
Purchaser  Stock  has  not been registered under the Securities Act of 1933, as


                                       -8- <PAGE>
 


amended  ("Securities  Act").   The Seller agrees that such Purchaser Stock may
not  be  sold publicly, transferred, offered for sale, pledged, hypothecated or
otherwise  disposed  of  within  or  outside the United States and must be held
unless  it  is  subsequently  registered  under the Securities Act or unless an
exemption from registration is available under the Securities Act.

General Matters Relating to the Business

            (l)         Conduct of Business in Ordinary Course.  Since June 30,
1995,  the  Business  has  been  carried  on  in  the  ordinary  course and the
Corporation has not:

                        (i)   incurred  any  liability  or  obligation  of  any
                              nature  (whether accrued, absolute, contingent or
                              o t h e rwise),  which  individually  or  in  the
                              aggregate exceeded US $5,000;

                        (ii)  sold, transferred or otherwise disposed of any of
                              the Assets;

                        (iii) made   any  material  capital  expenditure  or
                              commitment  therefor which individually or in the
                              aggregate exceeds US $5,000;

                        (iv)  made  any  bonus  or  profit  sharing  payment or
                              distribution  of  profits  by  way of dividend or
                              otherwise;

                        (v)   increased its indebtedness for borrowed money, or
                              made any loan to any Person;

                        (vi)  wrote  off as uncollectible any notes or Accounts
                              Receivable,  except  write-offs  in  the ordinary
                              course  of  the  business  charged  to applicable
                              reserves,  none  of  which individually or in the
                              aggregate is material to the Corporation;

                        (vii) permitted  any of the Assets to be subject to any
                              Encumbrances;

                      (viii)  canceled  or  waived any material claims or
                              material rights;

                        (ix)  granted  any  general  increase  in  the  rate of
                              wages,  salaries,  bonuses, or other remuneration
                              of any executive or other employee;

                        (x)   made  any  change  in any method of accounting or
                              auditing practice;

                        (xi)  entered into any non-arms-length transaction;

                        (xii) amended  the  articles  or  by-laws  of  the
                              Corporation; or

                       (xiii) agreed,  whether  or  not in writing, to do
                              any of the foregoing.

            (m)         No Material Adverse Change.  Since June 30, 1995, there
has  been  no  change in the affairs, assets, liabilities, business, prospects,


                                       -9- <PAGE>
 




operations  or  conditions  of  the  Corporation  or the Business, financial or
otherwise, whether arising as a result of any legislative or regulatory change,
revocation  of  any license or right to do business, fire, explosion, accident,
casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God,
public force or otherwise, which has materially adversely affected or which may
materially adversely affect the Corporation or the Business, except for general
economic  conditions  affecting Europe or the industry in which the Corporation
or the Business operates.

            (n)         Compliance  with  Laws.   The Corporation is conducting
the  Business  in  compliance  with all applicable laws of each jurisdiction in
which the Business is carried on.

            (o)         Environmental  Compliance.   The Corporation has, since
its incorporation through the date hereof, never at any time received, handled,
generated,  used,  stored,  deposited,  labeled,  handled, treated, documented,
transported  or  disposed of any hazardous substances except in accordance with
applicable  law.    Neither  the Seller nor the Corporation has received notice
that  any  of  the  Leased Properties are subject to any material environmental
contamination including any patent or latent environmental contamination of the
atmosphere,  air,  soil,  subsoil,  ground  water  or  surface waters within or
adjacent to the Leased Properties, or that any of the Leased Properties contain
any  asbestos,  urea  formaldehyde foam insulation or polychlorinated byphenyls
(PCBs).

            (p)         Authorizations.  The Corporation owns, holds, possesses
or  lawfully uses in the operation of the Business all Authorizations which are
in  any manner reasonably necessary for it to conduct the Business as presently
conducted  or  for  the  ownership  and  use  of  the  Assets  as  used  by the
Corporation, free and clear of all Encumbrances and in compliance with all laws
applicable  thereto.  All such Authorizations which are material to the conduct
of  the  Business  or the ownership or use by the Corporation of the Assets are
listed and described in Schedule 3.01(p) and the Corporation is not in default,
nor  has  it  received  any notice of any Claim in default, with respect to any
such Authorizations.  None of such Authorizations will be adversely affected by
the  consummation  of the transactions contemplated hereby.  None of the Seller
owns  or has any proprietary, financial or other interests (direct or indirect)
in  any  Authorization  which  the  Corporation  owns, possesses or uses in the
operation of the Business as now or previously conducted.

Matters Relating to the Assets

            (q)         Title to the Assets.  The Corporation has good title to
all  of  the Assets.  The Corporation has legal and beneficial ownership of the
Assets free and clear of all Encumbrances.

            (r)         No  Options,  Etc.    No Person has any written or oral
agreement,  option,  understanding  or  commitment,  or  any right or privilege
capable  of  becoming  such for the purchase from the Corporation of any of the
Assets,  other  than  pursuant  to  purchase  orders or other similar documents
accepted by the Corporation in the ordinary course of the Business.

            (s)         Collectibility.   Accounts Receivable and amounts owing
to  the  Corporation  by  third  parties  are bona fide and collectible in full
without any offset or any other Claims.

            (t)         Liabilities.  Except for those liabilities set forth on
the  Financial  Statements  and  for those liabilities incurred in the ordinary
course  of  business  since  the date of such Financial Statements or which are
otherwise  disclosed herein, the Corporation is not subject to any liabilities,


                                      -10- <PAGE>
 


absolute  or  contingent,  and  whether  or not required in accordance with the
applicable accounting Laws of Belgium to be disclosed on a balance sheet.

            (u)         Real Property.  The Corporation is not the owner of, or
under  any  agreement  or  option  to  own,  any  real property or any interest
therein.

            (v)         Validity  of  Property Lease.  The Corporation is not a
party to, or under any agreement or option to become a party to, any lease with
respect  to  real  property  or furnishings used or to be used in its Business,
other  than  the  Property  Lease.  With respect to the Property Lease, (i) all
rents  and additional rents due to the date hereof have been paid, (ii) neither
the lessor nor the lessee is in default thereunder, (iii) no waiver, indulgence
or  postponement of the lessee's obligations thereunder has been granted by the
lessor,  (iv)  there exists no event of default or event, occurrence, condition
or  act  (including the purchase of the Purchased Shares hereunder) which, with
the  giving of notice, the lapse of time or the happening of any other event or
condition,   would  become  a  default  under  such  Property  Lease,  (v)  the
Corporation  has not violated any of the terms or conditions under the Property
Lease  in  any  material  respect, and (vi) all of the covenants, if any, to be
performed  by  any  other  party  under any such Property Lease have been fully
performed.   Schedule 3.01(v) contains a true, correct and complete copy of the
terms of the Property Lease.

            (w)         Material  Contracts.   All of the material Contracts of
the  Corporation  are  listed  on  Schedule 3.01(w) hereof  and except for such
Contracts  and  the Contracts listed in Schedules 3.01(ff) and 3.01(y) together
with  the  Property  Lease,  and  the  insurance policies set forth in Schedule
3.01(hh)  , which constitute all the material Contracts of the Corporation, the
Corporation is not a party to or bound by any other:

                        (i)   employment     agreement,     bonus,     deferred
                              compensation,   pension,  profit  sharing,  stock
                              option,  phantom  stock  plan,  employee  stock
                              purchase,  health, insurance, retirement or other
                              employee  benefit plan, any collective agreements
                              or  any agreement (oral or written) providing for
                              compensation  to be paid to any employee upon the
                              sale  of  any  substantial portion of outstanding
                              shares in the capital of the Corporation;

                        (ii)  agreement or commitment relating to the borrowing
                              of money;

                        (iii) agreement   or  commitment  relating  to  capital
                              expenditures;

                        (iv)  loan  or  advance to, or investment in, any other
                              Person or any agreement or commitment relating to
                              the   making  of  any  such  loan,  advance  or
                              investment;

                        (v)   bonds,  debentures,  mortgages,  notes  or  other
                              similar indebtedness or liabilities whatsoever or
                              any  agreement  to  create  or  issue  any bonds,
                              debentures,  mortgages,  notes  or  other similar
                              indebtedness;





                                      -11- <PAGE>
 



                        (vi)  guarantee  or  other  contingent  liability  in
                              respect  of any indebtedness or obligation of any
                              other Person;

                        (vii) management,   consulting  or  any  other  similar
                              agreement or commitment;

                      (viii)  agreement  or  commitment  limiting  the  freedom
                              of the Corporation or the owner of  the Assets or
                              the Business to engage in any line  of  business 
                              or  to compete with any  other Person;

                        (ix)  licensing  or  other  agreement  or  commitment
                              relating  to  intellectual  property  used by the
                              Corporation in the conduct of the Business;

                        (x)   agreement  or  commitment  on  a non-arm's length
                              basis;

                        (xi)  agreement  or  commitment not entered into in the
                              ordinary course of the Business; and

                        (xii) agreement,     arrangement,     commitment     or
                              understanding with any Person, whether written or
                              oral,  implied or otherwise, that is not recorded
                              in the Books and Records of the Corporation;



There are no Consents required in connection with the transactions contemplated
hereunder except as described in Schedule 3.01(p) and 3.01(w).

            (x)         No  Breach  of  Contracts.  Each of the Contracts is in
full force and effect and there exists no default or event of default or event,
occurrence,  condition  or  act (including the purchase of the Purchased Shares
hereunder) which, with the giving of notice, the lapse of time or the happening
of  any  other  event  or condition, would become a default or event of default
thereunder.   The Corporation has not violated or breached, in any respect, any
of  the  terms  or  conditions  of  any  Contract  and  all the covenants to be
performed  by any other party thereto have been fully performed.  True, correct
and  complete  copies  of  all Contracts in writing have been delivered or made
available to the Purchaser.

            (y)         Indebtedness.  Schedule 3.01(y) contains a complete and
accurate  list  of all third party funders to whom the Corporation is indebted.
The contracts and other instruments reflecting such indebtedness are all of the
contracts  and  such instruments to which the Corporation is a party pertaining
to  the  borrowing  of  money  by  the  Corporation.    All  such contracts and
instruments  are in full force and effect, no default exists thereunder and all
contracts  and  instruments  pertaining  thereto are reflected in the Books and
Records of the Corporation.

            (z)         Intellectual Property Rights.  The Corporation does not
use,  license  or  own any material Intellectual Properties in whole or in part
and no Intellectual Properties are required for the carrying on of the Business
in  the  manner  heretofore  carried  on.  The conduct of the Business does not
infringe upon the Intellectual Properties of any Person.

            (aa)        Condition  of  Equipment  and  Vehicles.   All tangible
personal  property  forming  part of the Assets, including furniture, machinery
and  equipment  and  motor  vehicles, whether owned or leased, are set forth in


                                      -12- <PAGE>
 



Schedule  3.01 (aa), are in good operating condition and are in a state of good
repair and maintenance.

            (bb)        Subsidiaries.    The Corporation has no subsidiaries or
agreements  of  any  nature  to  acquire any subsidiary or to acquire any other
business.

Financial Matters

            (cc)        Books  and  Records.    All  Books  and  Records of the
Corporation  have been fully, properly and accurately kept and completed in all
material  respects.    The  Corporation's  records,  systems, controls, data or
information  are  under  the  exclusive  ownership  and  direct  control of the
Corporation.

            (dd)        Financial  Statements.    The Financial Statements have
been  prepared  in  accordance  with  the  applicable  accounting principles of
Belgium,  are  consistent  with  those  of  previous fiscal years, are true and
correct  in  all  respects  and  present  fairly  the financial position of the
Corporation as at December 31, 1994.

            (ee)        Commitments  to Seller.  The amounts and details of all
financial  commitments  owed  by  the  Corporation to the Seller are set out in
Schedule  3.01(ee)  hereof  which  represents any outstanding obligation of the
Corporation payable by the Corporation to the Seller as of the date hereof.

Particular Matters Relating to the Business

            (ff)        Employees.  

                        (i)   The  Corporation  is  in compliance with all Laws
                              respecting  employment  and employment practices,
                              terms  and  conditions  of employment and has not
                              and is not engaged in any unfair labor practice.

                        (ii)  No  unfair labor practice, complaint or grievance
                              against  the  Corporation  is  pending  or  is
                              threatened  before  any  labor relations board or
                              similar  Governmental  Entity with respect to the
                              Business.

                        (iii) There  is  no  labor strike, dispute, slowdown or
                              stoppage  actually  pending or threatened against
                              the Corporation with respect to the Business.

                        (iv)  No    union   representation   question   exists
                              respecting  the  employees  of the Corporation in
                              connection with the Business.

                        (v)   The   Corporation   has   never   maintained   or
                              contributed  to  any employee benefit plans other
                              than  the  Benefit  Plans  as set out in Schedule
                              3.01(ff)(v);

                        (vi)  No  grievance  which might have an adverse effect
                              upon  the  Corporation  or  the  conduct  of  the
                              Business  exists,  no  arbitration  proceeding
                              arising  out of or under any collective agreement
                              is  pending,  and  no  claim  therefor  has  been
                              asserted.


                                      -13- <PAGE>
 

                        (vii) No  collective  bargaining  agreement  or similar
                              agreement  is  currently  being negotiated by the
                              Corporation  with respect to any employees of the
                              Corporation  and  no  collective  agreements  are
                              currently in force with respect to its employees.

                      (viii)  Schedule  3.01(ff) contains a complete list
                              of all permanent and full time employees of
                              the  Corporation,  their  salaries and wage
                              rates,    bonus   arrangements,   benefits,
                              positions and length of service.

                        (ix)  No  employee of the Corporation has any agreement
                              as  to length of notice required to terminate his
                              or  her employment, other than such as results by
                              law  from  the  employment of an employee without
                              agreement  as  to  such notice or as to length of
                              employment.

                        (x)   All  vacation pay (including all accrued vacation
                              pay),  bonuses  and  commissions  are  set out in
                              Schedule  3.01(ff)  and  other  employee  benefit
                              payments are set out in Schedule 3.01(ff)(v).

            (gg)        None  of  the  Benefit  Plans,  nor  any  trust created
thereunder,  nor  any  trustee  or  administrator  thereof,  has engaged in any
prohibited  transactions  under  the  applicable  Laws  of  Belgium.  No matter
relating  to any of the Benefit Plans is pending before any court or government
agency.

            (hh)        Insurance.   Schedule 3.01(hh) sets forth a list of all
insurance policies which are maintained by or on behalf of the Corporation with
respect  to the Corporation, the Business, its Assets, employees, and otherwise
and  any pending Claims thereunder.  The Corporation (or the Seller as the case
may be) is not in default with respect to the payment of any premiums under any
such  insurance  policy and has not failed to give any notice or to present any
Claim under any such insurance policy in a due and timely fashion.  There is no
circumstance  in  respect  of  which  any  Person  may make a Claim against the
Corporation,  whether  covered  by insurance or not.  Such policies are in full
force  and  effect  free  from  any  right  of  termination  on the part of the
insurers,  except  upon  notice  as stipulated in such policies.  There has not
been  any  material  adverse change in the relationship of the Corporation with
its insurers, the availability of coverage, or in the premiums payable pursuant
to such policies.

            (ii)        Litigation.   Except as set forth on Schedule 3.01(ii),
there is no action, suit or proceeding, at law or in equity, by any Person, nor
any  arbitration,  administrative  or  other  proceeding  by  or before (or any
investigation  by)  any  Governmental  Entity  pending or threatened against or
affecting  the  Corporation  or  any  of its properties or rights or any of the
Assets,  and  the  Seller does not know of any valid basis for any such action,
suit, proceeding, arbitration or investigation.  The Corporation is not subject
to any judgment, order or decree entered in any lawsuit or proceeding.

            (jj)        Taxes.    The  Corporation  has  filed  or caused to be
filed,  within  the  times  and  within  the  manner prescribed by Law, all tax
returns  and  tax  reports which are required to be filed by or with respect to
the  Corporation  or the Business in each jurisdiction in which the Corporation
is  authorized  to  do business.  The information contained in such returns and


                                      -14- <PAGE>
 



reports  is  correct  and  complete  in  all  material respects.  All taxes and
assessments,  of  any  kind (including interest and penalties), that are or may
become  payable  by or due from the Corporation, with respect to any time prior
to  the  date  hereof, have been fully paid or disclosed or provided for in the
Books  and  Records  and  the  Financial Statements.  No examination of any tax
return  of  the  Corporation is currently in progress, there are no outstanding
agreements or waivers extending the statutory period providing for an extension
of time with respect to the assessment or re-assessment of tax or the filing of
any  tax return by, or any payment of any tax by the Corporation, and there are
no  Claims  (other  than for tax liabilities accrued and not yet due which have
been  fully  provided  for  as  aforesaid)  pending  against the Corporation in
respect  of  taxes  or,  to  the  best  of  the  Corporation's  or the Seller's
knowledge,  threatened.  The Corporation has withheld from each payment made by
it  the  amount  of  all  taxes  and  other  deductions required to be withheld
therefrom  and has paid the same to the proper taxing or other authority within
the time prescribed under any applicable law.

            (kk)        Bank   Accounts  and  Powers  of  Attorney.    Schedule
3.01(kk)  is  a  correct and complete list showing (i) the name of each bank in
which  the  Corporation has an account or safe deposit box and the names of all
persons  authorized  to  draw  thereon  or to have access thereto; and (ii) the
names  of  any  persons  holding  powers of attorney from the Corporation and a
summary statement of the terms thereof.

            (ll)        Full  Disclosure.    Neither  this  Agreement  nor  any
certificate  or statement in writing which has been supplied by or on behalf of
the  Corporation or the Seller in connection with the transactions contemplated
hereby contains any untrue statement of a material fact, or omits any statement
of  a  material fact necessary in order to make the statements contained herein
or therein not materially misleading.


                                   ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES
                                OF THE PURCHASER

4.01        Representations  and  Warranties  of  the Purchaser.  The Purchaser
represents  and warrants as follows to the Seller and acknowledges and confirms
that the Seller is relying on such representations and warranties in connection
with the sale by the Seller of the Purchased Shares:

            (a)         Due  Incorporation  and  Existence.  The Purchaser is a
corporation  duly  incorporated and validly existing and in good standing under
the laws of Belgium.

            (b)         Validity of Agreement.  The Purchaser has all necessary
corporate  power  to  enter  into  and  to  perform  its obligations under this
Agreement.    The  execution, delivery and performance by the Purchaser of this
Agreement and the consummation of the transactions contemplated hereby:

                        (i)   have   been  duly  authorized  by  all  necessary
                              corporate  action  on  the part of the Purchaser;
                              and

                        (ii)  do  not  (or would not with the giving of notice,
                              the  lapse  of time or the happening of any other
                              event  or  condition)  result in a violation or a
                              breach  of,  or a default under or give rise to a
                              right  of  termination, amendment or cancellation


                                      -15- <PAGE>
 




                              or  the  acceleration of any obligation under (A)
                              any   charter  or  by-law  instruments  of  the
                              Purchaser;  (B)  any  contracts or instruments to
                              which  the  Purchaser  is a party or by which the
                              Purchaser is bound; or (C) of any Laws applicable
                              to the Purchaser.

                        This  Agreement  constitutes a legal, valid and binding
obligation of the Purchaser enforceable against it in accordance with its terms
subject  to  bankruptcy, insolvency, reorganization, winding-up, moratorium and
other  laws  affecting  the  rights  of  creditors  generally  and  by  general
principles of equity.

                                   ARTICLE 5

                               NON - COMPETITION

5.01        Non-Competition.        (a)    The  Seller hereby covenants that he
will  not,  directly or indirectly, at any time prior to the eighth anniversary
of the Closing Date, engage in the business of, own or control any interest in,
act as a director, officer or consultant to or be connected in any manner with,
as  an  employee  or  otherwise,  any person, firm, corporation, association or
other  entity  other than the Purchaser, the Parent Corporation or any of their
subsidiaries  or affiliated entities which is directly or indirectly engaged in
any  business  in  which  the Purchaser, the Parent Corporation or any of their
subsidiaries or affiliated entities is then engaged;

                        (b)   from  and  after  the  Closing  Date, directly or
indirectly,  solicit (i) any of the customers of the Corporation existing as of
the  Closing  Date  or  which  existed within eighteen (18) months prior to the
Closing  Date  and  which  are transferred to the Purchaser, or (ii) any of the
Purchaser's  or  the  Parent Corporation's or their subsidiaries' or affiliated
entities' customers; or

                        (c)   induce  or persuade any employee or consultant of
the  Purchaser or any of its subsidiaries or affiliated entities to join him in
any activity prohibited by this Section 5.01.


                                   ARTICLE 6

                             DELIVERIES AT CLOSING

6.01        Deliveries  of  the  Seller.    The  Seller shall have delivered or
caused  to  be  delivered  to the Purchaser the following in form and substance
reasonably satisfactory to the Purchaser:

            (a)         all Consents required for the completion of
                        the    transaction   contemplated   herein,
                        including  the  Consent  of  each financial
                        institution  or  other  lender to which the
                        Corporation  is  currently  indebted as set
                        forth in Schedule 3.01(y) herein;
            
            (b)         a  shareholders'  register representing the
                        Purchased Shares duly endorsed in blank for
                        transfer to the Purchaser;

            (c)         a duly executed resignation effective as at
                        the  Closing  Date  of  each  director  and


                                      -16-<PAGE>
                        officer of the Corporation as the Purchaser
                        may specify;

            (d)         a  release  in  favor of the Corporation of
                        such   officers  and  directors  of  the
                        Corporation as the Purchaser may specify in
                        the  form  reasonable  satisfactory  to the
                        Purchaser;

            (e)         the  Consulting  Agreement duly executed by
                        Kegelaers and MicroFrame Europe N.V.

6.02        Deliveries of the Purchaser.  The Purchaser shall have delivered or
caused  to  be  delivered  to  the  Seller  the following in form and substance
satisfactory to the Seller:

            (a)         payment of the Purchase Price in accordance
                        with Article 2;
            
            (b)         the  Consulting  Agreement duly executed by
                        Kegelaers and MicroFrame Europe N.V. 


                                   ARTICLE 7

                                    CLOSING

7.01        D a te,  Time  and  Place  of  Closing.    The  completion  of  the
transactions  contemplated by this Agreement shall take place at the offices of
Loeff, Claeys, Verbeke, on the Closing Date at the hour of 3:00 p.m. 

7.02        Closing  Procedures.    Subject  to  satisfaction  or waiver by the
relevant  Party  of  the  Deliveries at Closing set forth herein on the Closing
Date,  the  Seller  shall  deliver  to  the  Purchaser actual possession of the
Purchased Shares and the instruments of conveyance described in Subsection 6.01
and  upon  such  delivery,  the  Purchaser  shall  deliver  to  the  Seller the
instruments  of conveyance described in Section 6.02 and shall pay the Purchase
Price  in  accordance  with  Section  2.02.  The  transfer of possession of the
Purchased Shares shall be deemed to take effect as at the Effective Time on the
Closing Date.


                                   ARTICLE 8

            SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNITIES

8.01        Survival    of   Representations   and   Warranties.      (a)   The
representations  and warranties of the Seller contained in this Agreement shall
survive  the  Closing and, notwithstanding such or any investigation made by or
on  behalf  of  the  Purchaser, shall continue in full force and effect for the
benefit of the Purchaser, without limitation hereunder.

            (b)         The  representations  and  warranties  of the Purchaser
contained in this Agreement shall survive the Closing and, notwithstanding such
Closing or any investigation made by or on behalf of the Seller, shall continue
in  full  force  and  effect  for the benefit of the Seller, without limitation
hereunder.

8.02        Indemnification  in  Favor  of  the  Purchaser.    The Seller shall
indemnify  and  save  the  Purchaser  and  the  Parent  Corporation  and  their


                                      -17- <PAGE>
 


respective  shareholders,  directors,  officers,  employees,  agents    and
representatives harmless (net of any income tax benefit resulting therefrom the
underlying  Claims)  of and from any Claim or Loss suffered by, imposed upon or
asserted  against  the  Purchaser and the Parent Corporation as a result of, in
respect of, connected with or arising out of, under or pursuant to:

            (a)         any  failure  of  the  Seller  to perform or fulfil any
covenant or undertaking of any of them under this Agreement; and

            (b)               any breach or inaccuracy of any representation or
                              warranty  given  by  the Seller contained in this
                              Agreement.

8.03        Indemnification  in  Favor  of  the  Seller.    The Purchaser shall
indemnify  and  save the Seller harmless of and from any Claim or Loss suffered
by,  imposed upon or asserted against the Seller as a result of, in respect of,
connected with or arising out of, under or pursuant to:

            (a)               any  failure  by  the  Purchaser  to  perform and
                              fulfil  any  covenant of the Purchaser under this
                              Agreement; and

            (b)               subject  to  the  limitation  period set forth in
                              Section  8.01 hereof, any breach or inaccuracy of
                              any  representation  or  warranty  given  by  the
                              Purchaser contained in this Agreement.

8.04        Indemnification    Proceedings.      (a)      Any   party   seeking
indemnification  under  this  Article (the "indemnified party") shall forthwith
notify  the  party against whom a claim for indemnification is sought hereunder
(the   "indemnifying  party")  in  writing,  which  notice  shall  specify,  in
reasonable detail, the nature and estimated amount of the claim.  If a claim by
a  third  party  is  made  against an indemnified party, and if the indemnified
party  intends  to  seek indemnity with respect thereto under this Article, the
indemnified  party shall promptly (and in any case within 30 days of such claim
being  made) notify the indemnifying party of such with reasonable particulars.
The  indemnifying  party  shall  have  30  days after receipt of such notice to
undertake  to  conduct  and control, through counsel of its own choosing and at
its expense, the settlement or defense thereof, and the indemnified party shall
cooperate  with  it  in  connection  therewith;  except  that  with  respect to
settlements  entered  into  by  the  indemnifying  party (i) the consent of the
indemnified  party  shall  be required if the settlement provides for equitable
relief  against  the indemnified party, which consent shall not be unreasonably
withheld  or  delayed; and (ii) the indemnifying party shall obtain the release
of  the  indemnified party. If the indemnifying party undertakes to conduct and
control  the  settlement  or  defense  of such claim (A) the indemnifying party
shall permit the indemnified party to participate in such settlement or defense
through  counsel  chosen  by  the indemnified party, provided that the fees and
expenses  of  such counsel shall be borne by the indemnified party; and (B) the
indemnifying  party shall promptly reimburse the indemnified party for the full
amount  of  any  loss  resulting from any claim and all related expenses (other
than the fees and expenses of counsel as aforesaid) incurred by the indemnified
party.   The indemnified party shall not pay or settle any claim so long as the
indemnifying  party  is reasonably contesting any such claim in good faith on a
timely  basis.    Notwithstanding  the two immediately preceding sentences, the
indemnified  party  shall  have  the  right  to  pay  or settle any such claim,
provided  that  in  such event, and unless it has done so due to default by the
indemnifying  party  in the performance of its obligations under this Article 8
it shall waive any right to indemnity therefor by the indemnifying party.



                                      -18- <PAGE>
 


            (b)         With respect to third party claims, if the indemnifying
party does not notify the indemnified party within 30 days after the receipt of
the indemnified party's notice of a claim of indemnity hereunder that it elects
to  undertake  the defense thereof, the indemnified party shall have the right,
but  not  the  obligation,  to  contest,  settle or compromise the claim in the
exercise of its reasonable judgment at the expense of the indemnifying party.

            (c)         Failure  by an indemnified party to provide notice on a
timely basis of a third party claim shall not relieve the indemnifying party of
its  obligations  hereunder,  except  that the foregoing shall not constitute a
waiver by the indemnifying party of any claim for direct damages caused by such
delay. 

            (d)         In  the  event of any claim by a third party against an
indemnified  party,  the defense of which is being undertaken and controlled by
the  indemnifying  party, the indemnified party will use all reasonable efforts
to  make  available to the indemnifying party those employees whose assistance,
testimony  or  presence  is  necessary  to  assist  the  indemnifying  party in
evaluating  and  in  defending  any such claims; provided that the indemnifying
party  shall  be responsible for the expense associated with any employees made
available  by  the indemnified party to the indemnifying party hereunder, which
expense  shall  be equal to an amount to be mutually agreed upon per person per
hour  or  per  day  for  each  day  or  portion thereof that such employees are
assisting the indemnifying party and which expenses shall not exceed the actual
cost to the indemnified party associated with such employees.

            (e)         With  respect  to  third  party claims, the indemnified
party  shall make available to the indemnifying party or its representatives on
a  timely basis all documents, records and other materials in the possession of
the  indemnified  party,  at  the expense of the indemnifying party, reasonably
required by the indemnifying party for its use in defending any claim and shall
otherwise  cooperate  on  a  timely  basis  with  the indemnifying party in the
defense of such claim.


                                   ARTICLE 9

                                 MISCELLANEOUS

9.01        Further  Assurances.    From time to time subsequent to the Closing
Date,  each  Party  shall at the request of any other Party execute and deliver
such   additional  conveyances,  transfers  and  other  assurances  as  may  be
reasonably  required  to effectively carry out the intent of this Agreement and
to transfer the Purchased Shares to the Purchaser.

9.02        Notices.    Any  notice,  direction or other instrument required or
permitted  to be given hereunder shall be in writing and given by delivering or
sending it by telecopy or other similar form of communication addressed:

                        (a)   to the Purchaser at:

                              MicroFrame Europe N.V.
                              c/o MicroFrame, Inc.
                              21 Meridian Road
                              Edison, New Jersey  08820
                              Attention: Mr. Lonnie L. Sciambi
                                         President





                                      -19-<PAGE>

                              with copies to:

                              Parker Chapin Flattau & Klimpl, LLP
                              1211 Avenue of the Americas
                              New York, New York  10036
                              Attention:  James Alterbaum, Esq.

                              and

                              Loeff Claeys Verbeke
                              Avenue de Tervueren 268A
                              1150 Brussels, Belgium
                              Attention: Daniel Gillet, Esq.

                        (b)   to the Seller at:

                              Mr. Marc Kegelaers
                              Tuyaertsstraat 32
                              B-2850 Boom, Belgium

                              with a copy to:

                              Jan Bergmans, Esq.
                              Eikenstraat 80
                              B2840 Rumst, Belgium

Any  such  notice,  direction  or  other instrument given as aforesaid shall be
deemed  to  have been effectively given, if sent by telecopier or other similar
form of telecommunications on the next Business Day following such transmission
or,  if  delivered,  to  have  been received on the date of such delivery.  Any
Party  may  change its address for service from time to time by notice given in
accordance  with  the  foregoing and any subsequent notice shall be sent to the
party at its changed address.

9.03        Publicity.  Save as required by Law or in order to obtain Consents,
the Seller shall not issue any press release or make any other public statement
or  announcement relating to or connected with or arising out of this Agreement
or  the  matters contained herein, without obtaining the prior written approval
of the Purchaser to the contents and the manner of presentation and publication
thereof.  If disclosure is required by Law, the Seller shall consult in advance
with  the  Purchaser  and  attempt  in  good  faith  to reflect the Purchaser's
concerns in the required disclosure.

9.04        Brokers.    It  is  understood  and agreed that no broker, agent or
other  intermediary  acted  for  the  Seller in connection with the sale of the
Purchased Shares and the Seller shall indemnify and save harmless the Purchaser
from and against any Claims whatsoever for any commission or other remuneration
payable or alleged to be payable to any broker, agent or other intermediary who
purports to act or have acted for the Seller.

9.05        Third  Party  Beneficiaries.    Each Party hereto intends that this
Agreement  shall  not  benefit  or create any right or cause of action in or on
behalf  of any Person, other than the Parties hereto, and no Person, other than
the  Parties  hereto, shall be entitled to rely on the provisions hereof in any
action, suit, proceeding, hearing or other forum.

9.06        Expenses.  Except as otherwise expressly provided herein, all costs
and expenses (including the fees and disbursements of legal counsel, investment
advisers  and  auditors)  incurred  in  connection  with this Agreement and the


                                      -20- <PAGE>
 



transactions  contemplated  hereby  shall  be  paid by the Party incurring such
expenses.  The Seller represents and warrants that the Corporation has incurred
no costs or expenses.

9.07        Assignment.    This  Agreement,  and  each  right,  interest  and
obligation  hereunder,  may  not be assigned by either party hereto without the
prior  written  consent of the other party hereto, and any purported assignment
without  such consent shall be void and without effect; provided, however, that
the  purchaser  may,  at  its  option,  assign  all  of its interest and rights
pursuant to this agreement to any wholly-owned subsidiary of the Purchaser.

9.08        Enurement.    This  Agreement  shall enure to the benefit of and be
binding upon the Parties and their successors and shall enure to the benefit of
any permitted assigns.

9.09        Counterparts.    This  Agreement  may  be  executed  in one or more
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument.

9.10        Non-Merger.    Except  as  otherwise  expressly  provided  in  this
Agreement,  the  covenants,  representations  and  warranties  of  the  Parties
contained  in  this  Agreement shall not merge on and shall survive the Closing
and, notwithstanding such Closing, or any investigation made by or on behalf of
any  Party,  shall  continue  in  full  force  and effect.  Except as otherwise
expressly  provided in this Agreement, closing shall not prejudice any right of
one  Party  against  any  other  Party  in  respect of anything done or omitted
hereunder or in respect of any right to damages or other remedies.

9.11        Schedules.  It is expressly acknowledged and agreed that any matter
disclosed  by  the  Seller  on  any of the Schedules to this Agreement shall be
deemed  to  be  disclosed  by  the  Seller on each of the Schedules hereto.  In
addition,  the  information  set forth on each of the Schedules is stated as of
the date of this Agreement unless another date is indicated on such Schedule.

9.12        Transferability  of  Stock  of  the Corporation.  Provided that the
Seller is not in breach of any term or condition with respect to this Agreement
and  Kegelaers  is  not  in breach of any term or condition with respect to the
Consulting  Agreement, the Purchaser shall not transfer the Purchased Shares to
any non-Belgium corporation for a period of one (1) year from the Closing Date.

            IN  WITNESS WHEREOF this Agreement has been executed by the Parties
as of the date first above written.

                                          /s/ Marc Kegelaers
                                          MARC KEGELAERS


                                          MICROFRAME EUROPE N.V.
                              
                                          /s/ Lonnie L. Sciambi
                                          LONNIE L. SCIAMBI 
                                          Prisident and Chief Executive Officer










                                      -21- <PAGE>
 


SCHEDULE 1.01 (a)          Accounts Receivable

Outstanding Invoices:

Invoice Nr.:            Date          Customer        Amount
95/021      31 August 1995            NeMO GmbH       7630 DEM
























































                                      -22-<PAGE>
            SCHEDULE 1.01 (b)European Countries


Iceland,  Ireland, Scotland, England, Spain, Portugal, France, Andorra, Norway,
Sweden,  Finland,  Denmark,  Holland, Belgium, Luxemburg, Germany, Switzerland,
Italy,  Monaco,  Liechtenstein,  Estland,  Letiand,  Litauwen, Poland, Tsechia,
Austria,  Slowenia, Slovakia, Hungary, Kroatia, Bosnia-Herzegovina, Yugoslavia,
Macedonia, Albania, Greece, Cyprus, Bulgaria, Turkey, Kreta, Rumenia, Moldavia,
Ukraine,  Russia,  White  Russia, Israel, Libanon, Syria, Kuweit, Saudi Arabia,
Oman, Abu Dhabi, Bahrein, United Arab Emirates, Yemen, Egypt.




















































                                      -23-<PAGE>
SCHEDULE 2.04                         Share Earn Out



Billing Period                        One Share for
                                      each US$____          Minimum Threshold
                                      of European           of European Revenue

1                                     $ 120                $ 1,200,000
2                                     $ 165                $ 1,600,000
3                                     $ 215                $ 2,100,000
4                                     $ 280                $ 2,750,000
5                                     $ 350                $ 3,000,000

















































                                      -24-<PAGE>
SCHEDULE 3.01 (p)Authorizations

No authorizations have been granted.


The only person authorized to sign on behalf of the Company is Marc Kegelaers.
























































                                      -25-<PAGE>
SCHEDULE 3.01 (v)                Leased Properties


The Company rents its office at the Eikenstraat 80 in 2840 Rumst, Belgium from
Fiduciare Bergmans N.V.
Document Title: "Terbeschikkingsstelling van Kantoorruimte."

There are no other leases.






















































                                      -26- <PAGE>
 


SCHEDULE 3.01 (y)                    Indebtedness


Other  than  the  loans  as  described  in  schedule  3.01  (ee),  there  is no
indebtedness.

























































                                      -27- <PAGE>
 



SCHEDULE 3.01(w)                      Material Contract


Cristie, UK: European Representative Agreement
P3K, Spain: European Representative Agreement
Exxon, Netherlands: Maintenance Contract for DL4000
Polaroid, Netherlands: Maintenance Contract for DL4000
Nationale Bank, Belgium: Maintenance Contract for DL4000






















































                                      -28- <PAGE>
 




SCHEDULE 3.01 (aa)              Personal Property

            Following  is  a  list  of  material  assets,  including furniture,
            machinery  and  equipment  that  is Owned by E.B.A. and which is in
            good working condition.

Furniture:                6 off office desks
                          3 off general purpose tables
                          3 off office chairs
                          4 off high filing cabinets
                          1 off low filing cabinet
                          2 off "Kitchen"-chairs

Company cars:             1 off Mercedes 190D
                          1 off Peugeot 405
                          1 off Opel Corsa

Equipment:                1 off desktop PC, Type Compaq Prolinea
                          2 off laptop PCs, Type IBM Thinkpad 340
                          1 off fax / answering machine; type Amstrad
                          1 off fax machine, type Olivetti
                          1 off fotocopier, type Olivetti Copia 8006
                          1 off CD ROM drive, type D2
                          1 off Tape Backup Unit, type Colorado Trakker 250
                          1 off PBX, type TOPCOM
                          1 off Printer, type HP Laserjet IIP
                          1 off printer, type HP Deskjet 510
                          2 off breakout boxes type Datacom Technologies
                          2 off maintenance toolboxes
                          1 off Cordless Phone, Type Samsung
                          1 off percolator
                          1 off water boiler






























                                      -29- <PAGE>
 



SCHEDULE 3.01 (ee)                  Financial Commitment to Sellers

Seller  has  issued  two  loans  to  the Company to finance the purchase of the

company cars.

Loan 1:     Lender:                        Marc Kegelaers
            Value:                         500,000 Bef
            Start date:                    April 1994
            Nr. of monthly payments:       36
            Interest rate :                12%
            Balance on August 3 1:         299,686 Bef

Loan 2:     Lender:                        Marc Kegelaers
            Value:                         250,000 Bef
            Start date:                    April 1995
            Nr. of monthly payments:       24
            Interset rate :                12%
            Balance on August 3 1:         212,367 Bef











































                                      -30-<PAGE>
SCHEDULE 3.01 (ff)   Employees

Employee nr. 1:
Mieke Morreel

-           Sexe                :female
-           Date of birth       :January 11, 1966
-           Date of employment  :March 4, 1994
-           Function            :product engineer
-           Base salary         :66,300 Bef / month
-           Bonuses             :1 month of extra salary
-           Holiday pay         :1.85 month of extra salary
-           Benefits            :use  of company car + 5000 bef month for non-
            proven expenses
-           Commission          :nihil

Employee nr. 2:

Hans Schrauwen
-           Sexe                :male
-           Date of birth       :January 20, 1970
-           Date of Employment  :July 1, 1995
-           Function            :product engineer
-           Base salary         :6 1,000 Bef / month
-           Bonuses             :1 month of extra salary
-           Holiday pay         :1.85 month of extra salary
-           Benefits            :use of company car
-           Commission          :nihil

Bonus and holiday pay are valid for a full year of employment.  For less than a
year  employment,  the  amounts  mentioned  are  accrued pro-rata the number of
months of employment.
The bonus is paid at the end of the year, on the condition that the employee is
still employed.
The holiday payment is paid in June of the year after the year during which the
holiday pay was accrued or when the employee leaves the company.

In  addition  to  the  amounts  mentioned,  the  employer is required to pay an
"employer's  contribution" for the social security system at a rate of +/- 37.5
% of the base amount.  This is applicable to the base salary, the bonus and the
holiday payment.
This  contribution  covers health insurance; insurance against unemployment and
pension.

For Mieke, following grant have been obtained from the government:
      -     waiver  of  "employer's  contribution"  according  to the following
            schedule:
      -     first year of employment: 100% waived
      -     second year: 75% waived
      -     third year: 50 % waived

      -      additional subsidy of 10,000 bef/ month for a period of 24 months.

For Hans, no subsidies have been obtained as yet.







                                      -31-<PAGE>
SCHEDULE 3.01 (ffv) Benefit Plans




There are none.























































                                      -32-<PAGE>
SCHEDULE 3.01 (hh)      Insurance Policies

1) Car Insurance        Policy nr: 5.895.226 + 5.895.225
                        Car: Mercedes 190D

                        Policy nr.: 5.894.093
                        Car: Peugeot 405D

                        Policy nr.: 5.909.673/4627
                        Car:  Opel Corsa

2) Civil Liabilities:   Policy nr.: 7.010.819
                        (Inshures  damages to third parties ad a result of non-
                        nal operations and legal fees)

3) Employee Accidents:  Policy nr.: 9.943.606/1484

                  4) Guaranteed Income:   Policy nr.: 1.402.835
                        (Covers  long-term  and  permanent  disability  of Marc
                        Kegelaers)

5)  Fire  and  theft  for  the  office  at  Eikenstraat : covered by the rental
agreement.

 




































                                      -33- <PAGE>
 



SCHEDULE 3.01 (ii) Potential and actual Litigation

"Rijkswacht Project"

Main Contractor:  Datelnet Service N.V.
Subcontractor for CCL development, installation and project management: E.B.A.
      Contract value to E.B.A.: 1,935,920 Bef
      Invoiced before project finalization:
                  500,000 Bef in march 1994
                  360,000 Bef in march 1995.
                        This  second  payment  was  under  the  condition  that
                        Datelnet  had  the  right  to  reclaim  the  amount  if
                        customer  did  not  accept  delivery of the software in
                        June 1995.
                        The  customer  has not accpeted the solution.  Datelnet
                        is now in a position to reclaim its payment but has not
                        done so.












































                                      -34- <PAGE>
 




SCHEDULE 3.01 (kk)      Bank Accounts and Powr of Attorney


Bank Accounts:

Banque Brussel Lambert, account nr. 320-0662756-25

Persons authorized to draw money and access to the account:

      -     Marc Kegelaers
      -     Lutgart Van Dyck (spouse of Marc Kegelaers)


Powers of attorney:

Have  been  granted to Fiduciare Bermans N.V. to represent EBA in it's dealings
with the tax authorities.












































                                      -35-<PAGE>