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                                                                     Exhibit 2.9


                                OPTION AGREEMENT
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         This Option Agreement (the "Agreement") is made and entered into as of
September 9, 1998, by and among COMPONENT SOFTWARE INTERNATIONAL, INC., an Ohio
corporation ("CSI"); KENDLE INTERNATIONAL INC., an Ohio corporation ("Kendle"),
and certain shareholders of CSI who have executed this Agreement (the
"Shareholders") only with respect to Section 9 of this Agreement.

                                R E C I T A L S

         A. CSI is in the business of providing a variety of information
technology services including consulting, development, testing, and support
services;

         B. Kendle is in the business of providing integrated clinical research
and drug development services on a contractual basis;

         C. CSI and Kendle have entered into a Software Development and License
Agreement dated July 5, 1998, pursuant to which CSI has agreed to provide
certain limited information technology services for Kendle (the "Software
Development Agreement");

         D. The Shareholders own in excess of Eighty Nine percent (89%) of the
issued and outstanding capital stock of CSI;

         E. CSI desires to grant Kendle an option to purchase 206,944 shares of
the common capital stock of CSI in exchange for a payment by Kendle plus
Kendle's commitment to purchase additional information technology services from
CSI on an on-going basis pursuant to the Multi-Year Strategic Services Agreement
in substantially the same form as attached Exhibit A (the "Multi-Year
Agreement"); and

         F. Kendle desires to receive an option to acquire an equity interest in
CSI and desires to obtain additional information technology services from CSI;

         ACCORDINGLY, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


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SECTION 1.  GRANT OF OPTION
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         CSI hereby grants to Kendle the right, option and privilege (the
"Purchase Option") to purchase 206,944 shares of the voting, no par common
capital stock of CSI (the "Stock"), on the terms and conditions set forth
herein, which shares constitute ten percent (10%) of the issued and outstanding
common capital stock of CSI as of the date of this Agreement, calculated on a
fully-diluted basis; provided, however, that such number of shares of Stock
shall be reduced prorata to the extent that the number of common shares subject
to exercise or exercised by the HEP Parties (as defined below) under their
Warrants is reduced on or before the Expiration Date. CSI hereby grants the
Purchase Option in consideration of Kendle's payment to CSI of Two Hundred Fifty
Thousand Dollars ($250,000) (the "Option Consideration"). CSI hereby
acknowledges receipt of the Option Consideration. If prior to the earlier of the
Expiration Date (as defined below) or the date on which Kendle elects to
exercise the Purchase Option the outstanding shares of CSI's voting, no par
common stock are changed into or exchanged for a different number or kind of
shares of stock of CSI or of another corporation or other securities, property,
cash or any combination thereof (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares or
otherwise), or in the event a stock split or stock dividend shall have occurred,
then there shall be substituted for each share of Stock then subject to the
Purchase Option the number and kind of shares of stock, other securities,
property, cash or any combination thereof into which each outstanding share of
CSI voting, no par common stock shall be so changed or exchanged, or the number
of shares of CSI voting, no par common stock as is equitably required in the
event of a stock split or stock dividend. Prior to the earlier of the Expiration
Date or the date on which Kendle elects to exercise the Purchase Option, CSI
also shall not, without giving Kendle at least twenty (20) days prior written
notice, establish a record date for the declaration of any dividend or
distribution (other than a stock dividend) on the shares of CSI's voting, no par
common stock, or declare any such dividend or distribution or establish a record
date for the dissolution, liquidation or winding up of CSI or adopt any
resolution of directors or shareholders with respect to a dissolution,
liquidation or winding up of CSI. Further, if any other event occurs prior to
the earlier of the Expiration Date or the date on which Kendle elects to
exercise the Purchase Option as to which the adjustment provisions of the two
(2) immediately preceding sentences are not strictly applicable or, if strictly
applicable, would not fairly protect Kendle's Purchase Option rights, then CSI
shall make an equitable adjustment to the application of those adjustment
provisions so as fairly and fully to protect Kendle's Purchase Option rights.

SECTION 2.  TIME AND MANNER OF EXERCISE
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         The Option may be exercised, in whole only, at any time after the date
of this Agreement and by no later than December 31, 1998 (the "Expiration
Date"). To exercise the Option, Kendle must provide written notice to CSI of its
exercise of the Purchase Option in the form of the attached Exhibit B, "Notice
of Option Exercise," and also must enter into the Multi-Year Agreement.

         Within fifteen (15) days after Kendle's due exercise of the Purchase
Option, Kendle shall deliver the Purchase Price to CSI as described in Section 3
below. Upon receipt of the Purchase 



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Price from Kendle, CSI shall deliver to Kendle a duly executed certificate or
certificate(s) representing the Stock being issued pursuant hereto, together
with such additional documents as may be reasonably requested by CSI to
effectuate the transfer and to register the same on the books of CSI. Upon
issuance, the shares of Stock shall be duly authorized, validly issued, fully
paid and non-assessable shares of CSI voting, no par common stock, free and
clear of any and all liens, pledges, claims and encumbrances other than
restrictions on transfer under this Agreement, the Multi-Year Agreement and
under applicable federal and state securities laws and regulations.

         If Kendle does not elect to exercise the Purchase Option, CSI shall
retain the Option Consideration and apply it as a credit against additional
information technology services to be provided by CSI for Kendle after the
Expiration Date pursuant to the terms of the Software Development Agreement.

SECTION 3.  EXERCISE PRICE AND PAYMENT
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         3.1      PRICE. As full payment for the Stock, Kendle shall pay CSI Ten
                  Dollars ($10.00) per share with the total consideration for
                  the Stock equal to $2,069,440. Kendle shall be entitled to
                  credit the full amount of the Option Consideration against the
                  exercise price for the Stock.

         3.2      PAYMENT.

                  3.2.1    Of the total Purchase Price described in Section 3.1
                           above, if the historical average of the NASDAQ NMS
                           closing bid price for shares of Kendle's common
                           stock, no par value per share ("Kendle Shares") for
                           the twenty (20) trading days immediately preceding
                           the date on which Kendle exercises the Purchase
                           Option (the "Kendle Share Valuation") is equal to or
                           greater than Twenty- Three and 29/00 Dollars ($23.29)
                           and not greater than Twenty-Eight and 46/00 Dollars
                           ($28.46), then Seventy-Five percent (75%) of the
                           Purchase Price, or One Million Five Hundred Fifty Two
                           Thousand Eighty Dollars ($1,552,080) (including the
                           Option Consideration), shall be paid in cash, with
                           One Million Three Hundred Two Thousand Eighty Dollars
                           ($1,302,080) to be paid by wire transfer of
                           immediately available funds, with the remaining
                           Twenty-Five percent (25%) of the Purchase Price being
                           paid in 19,995 Kendle Shares.

                  3.2.2    Of the total Purchase Price described in Section 3.1
                           above, if the Kendle Share Valuation for the Kendle
                           Shares is greater than Twenty-Eight and 46/00 Dollars
                           ($28.46), then Seventy-Five percent (75%) of the
                           Purchase Price, or One Million Five Hundred Fifty Two
                           Thousand Eighty Dollars ($1,552,080) (including the
                           Option Consideration), shall be paid in cash, with
                           One Million Three Hundred Two Thousand Eighty Dollars
                           ($1,302,080) to be paid by wire transfer of
                           immediately available funds, with the remaining



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                           Twenty-Five percent (25%) of the Purchase Price being
                           paid in Kendle Shares valued at the Kendle Share
                           Valuation.

                  3.2.3    Of the total Purchase Price described in Section 3.1
                           above, if the Kendle Share Valuation for the Kendle
                           Shares is less than Twenty-Three and 29/00 Dollars
                           ($23.29) and equal to or greater than Twenty and
                           70/00 Dollars ($20.70), then Seventy-Five percent
                           (75%) of the Purchase Price, or One Million Five
                           Hundred Fifty Two Thousand Eighty Dollars
                           ($1,552,080) (including the Option Consideration),
                           shall be paid in cash, with One Million Three Hundred
                           Two Thousand Eighty Dollars ($1,302,080) to be paid
                           by wire transfer of immediately available funds, with
                           the remaining Twenty-Five percent (25%) of the
                           Purchase Price being paid in Kendle Shares valued at
                           the Kendle Share Valuation.

                  3.2.4    Of the total Purchase Price described in Section 3.1
                           above, if the Kendle Share Valuation for the Kendle
                           Shares is less than Twenty and 70/00 Dollars
                           ($20.70), then, at CSI's option, at least
                           Seventy-Five percent (75%) and no more than Ninety
                           percent (90%) of the Purchase Price, or between One
                           Million Five Hundred Fifty Two Thousand Eighty
                           Dollars ($1,552,080) and One Million Eight Hundred
                           Sixty Two Thousand Four Hundred Ninety Six Dollars
                           ($1,862,496) (including the Option Consideration),
                           shall be paid in cash, with an amount equal to the
                           cash portion of the Purchase Price less the Option
                           Consideration to be paid by wire transfer of
                           immediately available funds, and with the remaining
                           ten percent (10%) to Twenty-Five percent (25%) of the
                           Purchase Price being paid in Kendle Shares valued at
                           the Kendle Share Valuation.

         Upon issuance, the Kendle Shares shall be duly authorized, validly
issued, fully paid and non-assessable shares of Kendle common stock, no par
value, free and clear of any and all liens, pledges, claims and encumbrances
other than restrictions on transfer under this Agreement and under applicable
federal and state securities laws and regulations.

SECTION 4.  RESTRICTIONS ON EXERCISE; RESERVATION OF STOCK
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         4.1      Kendle may exercise the Purchase Option only with respect to
                  all of the Stock and no partial exercises shall be permitted.

         4.2      CSI covenants and agrees that, prior to the Expiration Date:
                  (i) CSI shall at all times have authorized, and reserved for
                  the purpose of issue or transfer upon exercise of the Purchase
                  Option, sufficient shares of voting, no par common stock of
                  CSI to provide for the full exercise of the Purchase Option;
                  and (ii) CSI shall take all actions as may be necessary to
                  ensure that the Stock issuable upon exercise of the Purchase
                  Option 



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                  may be issued without violations of any applicable law or
                  regulation; provided, however, that nothing contained herein
                  shall impose on CSI any obligation to register the Stock under
                  applicable securities laws except as provided in Exhibit C to
                  this Agreement. In the event that any securities of CSI other
                  than shares of CSI's voting, no par common stock are issuable
                  on the exercise by Kendle of the Purchase Option, CSI will
                  take all actions referred to in clauses (i) and (ii) in the
                  preceding sentence as though such clauses applied, mutatis
                  mutandis, to such other securities then issuable upon the
                  exercise of the Purchase Option.

SECTION 5.  CSI REPRESENTATIONS AND WARRANTIES
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         CSI represents and warrants that the following are true and correct on
the date hereof and on the date on which Kendle acquires the Stock pursuant to
exercise of the Purchase Option:

         5.1      CORPORATE STANDING. CSI is a corporation duly organized,
                  validly existing, and in good standing under the laws of the
                  State of Ohio. CSI has all requisite power and authority to
                  own, lease and operate its properties and to carry on its
                  business as now being conducted and as presently proposed to
                  be conducted and to execute, deliver and perform this
                  Agreement. CSI is duly licensed, authorized and qualified to
                  do business and is in good standing in all jurisdictions
                  (domestic or foreign) in which the conduct of its business or
                  the ownership or leasing of its properties requires it to be
                  so licensed, authorized or qualified, except where its failure
                  to be so licensed, authorized or qualified would not have a
                  material adverse effect, singularly or in the aggregate, on
                  the condition (financial or otherwise) of the properties,
                  business, operations or prospects of CSI.

         5.2      AUTHORIZATION. The execution and delivery of this Agreement
                  and the consummation of the transactions contemplated hereby
                  have been duly authorized by all necessary corporate action on
                  the part of CSI. This Agreement has been duly executed and
                  delivered by CSI, and constitutes the legal, valid and binding
                  obligation of CSI, as applicable, enforceable against it in
                  accordance with its terms, except as (i) the enforceability
                  thereof may be limited by bankruptcy, insolvency or similar
                  laws affecting the enforcement of creditors' rights generally
                  and (ii) the availability of equitable remedies may be limited
                  by equitable principles of general applicability.

         5.3      VALIDLY ISSUED SHARES. The shares of Stock to be issued, sold
                  and delivered in accordance with the terms of this Agreement
                  for the consideration set out herein, will, upon issuance in
                  accordance with the terms hereof, be duly authorized and
                  validly issued, fully paid and non-assessable, free and clear
                  of any and all liens, pledges, claims and encumbrances other
                  than restrictions on transfer under this Agreement the
                  Multi-Year Agreement and under applicable federal and state
                  securities laws and regulations. The issuance of the Stock to
                  Kendle pursuant to this 



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                  Agreement will comply with all applicable laws, including
                  federal and state securities laws and regulations.

         5.4      SUBSIDIARIES; INVESTMENTS. Except as set forth on Schedule
                  5.4, CSI does not own of record or beneficially any notes,
                  obligations, instruments, stock, securities or ownership
                  interests in or of any other corporation, limited liability
                  company, partnership, trust or other person, firm or entity
                  ("Investment"). Schedule 5.4 correctly sets forth the name of
                  each corporation, association or other business entity of
                  which more than fifty percent (50%) of the voting stock or
                  other equity interests is owned or controlled by CSI
                  ("Subsidiary"), the jurisdiction of its incorporation and the
                  persons owning the outstanding capital stock of such
                  Subsidiary. Each Subsidiary is duly organized, validly
                  existing and in good standing under the laws of the
                  jurisdiction of its incorporation, possesses all requisite
                  corporate power and authority and all material licenses,
                  permits and authorizations necessary to own its properties and
                  to carry on its businesses as now being conducted and as
                  presently proposed to be conducted and is qualified to do
                  business in every jurisdiction in which its ownership of
                  property or the conduct of business requires it to qualify
                  except where the failure to so quality would not have a
                  material adverse effect on CSI. All of the outstanding shares
                  of capital stock of each Subsidiary are validly issued, fully
                  paid and nonassessable and all such shares are owned by CSI or
                  another Subsidiary free and clear of any lien and not subject
                  to any option or right to purchase any such shares. Except as
                  set forth on Schedule 5.4, neither CSI nor any Subsidiary owns
                  or holds the right to acquire any shares of stock or any other
                  security or interest in any other person, firm or entity.

         5.5      CAPITALIZATION. As of the date of this Agreement, CSI's
                  authorized capital stock consists of (a) 3,000,000 Common
                  Shares and (b) 1,000,000 Series A Preferred Shares. There are
                  no declared but unpaid dividends or undeclared dividend
                  arrearages on any shares of capital stock of CSI. After giving
                  effect to the exercise of the Purchase Option by Kendle, the
                  only shares of capital stock of CSI issued and outstanding,
                  reserved for issuance or committed to be issued as of the date
                  of this Agreement are:

                           (a) 706,390 fully paid and non-assessable shares of
                  voting, no par common stock, duly issued and outstanding and
                  owned of record and beneficially by the persons, and issued on
                  the dates and for the consideration listed on Schedule 5.5;

                           (b) 237,658 shares of common stock reserved for
                  issuance to employees, officers or directors pursuant to an
                  option or equity incentive plan as approved by the Board;

                           (c) 179,140 shares of common stock reserved for
                  issuance to Strategic Ventures, L.P. pursuant to the Equity
                  Exchange Option Agreement, as amended;



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                           (d) 550,000 fully paid and non-assessable Series A
                  Preferred Shares, duly issued and outstanding and owned of
                  record and beneficially by Healthcare Equity Partners, L.P.
                  and Healthcare Equity QP Partners, L.P. (the "HEP Parties");

                           (e) 550,000 shares of common stock reserved for
                  issuance upon conversion of the Series A Preferred Shares; and

                           (f) the Warrants issued to the HEP Parties and up to
                  189,306 shares of common stock issuable upon exercise of the
                  Warrants.

                  There are no outstanding preemptive, conversion or other
                  rights, options, warrants or agreements granted or issued by
                  or binding upon CSI for the purchase or acquisition of any
                  shares of its capital stock, other than those issued,
                  reserved, committed to be issued pursuant to this Agreement or
                  as provided for in the Shareholders Agreement, the Articles or
                  otherwise as referred to in this Agreement. All outstanding
                  securities of CSI were issued in compliance with all federal
                  and state securities laws. CSI has no stock appreciation
                  rights or phantom stock plan.

         5.6      FINANCIAL STATEMENTS. CSI has furnished Kendle with (a) the
                  balance sheets of CSI for years ended December 31, 1995,
                  December 31, 1996 and December 31, 1997 (the "Balance Sheet"),
                  together with the statements of operations and changes in
                  financial position for the fiscal year then ended, with the
                  unqualified opinion thereon of Clark, Schaefer, Hackett & Co.
                  (for 1995) and KPMG Peat Marwick (for 1996 and 1997),
                  independent certified public accounts, and a balance sheet and
                  profit and loss statement of CSI for the six (6) months ended
                  June 30, 1998 (collectively, including the Balance Sheet, the
                  "Financial Statements"), and (b) the projected statements of
                  income for CSI for the fiscal years ending December 31, 1998
                  and 1999 (the "Projected Financial Statements"). The Financial
                  Statements have been prepared in accordance with GAAP and
                  fairly and accurately present the financial position of CSI as
                  of December 31, 1995, December 31, 1996, December 31, 1997 and
                  June 30, 1998, respectively, and the results of its operations
                  for the year ended December 31, 1995, the year ended December
                  31, 1996, the year ended December 31, 1997 and the six-month
                  period ended June 30, 1998. The Projected Financial Statements
                  have been prepared by CSI in good faith, based upon
                  information and assumptions reasonably believed by it to be
                  sound and accurate, and its officers and directors do not
                  know, and have no reasonable grounds to know, of any reason
                  such Projected Financial Statements do not represent
                  reasonable forecasts as to CSI's future operations and
                  financial performance. All the books, records and accounts of
                  CSI are in all material respects accurate and complete, are in
                  all material respects in accordance with good business
                  practice and all laws, regulations and rules applicable to CSI
                  and the conduct of its business and accurately present and
                  reflect in all material respects all of the transactions
                  described therein.


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         5.7      ABSENCE OF UNDISCLOSED LIABILITIES. CSI does not have any
                  material debts, liabilities or obligations of any nature
                  (whether accrued, absolute, contingent, direct, indirect,
                  perfected, inchoate, unliquidated or otherwise and whether due
                  or to become due, including (without limitation) any executive
                  severance compensation arrangements or "golden parachutes")
                  arising out of transactions entered into on or prior to the
                  date hereof, or any transaction, series of transactions,
                  action or inaction occurring on or prior to the date hereof,
                  or any state of facts or condition existing on or prior to the
                  date hereof (regardless of when such liability or obligation
                  is asserted), including, but not limited to, liabilities or
                  obligations on account of taxes or governmental charges or
                  penalties, interest or fines thereon or in respect thereof,
                  except (a) as and to the extent clearly and accurately
                  reflected and accrued for or reserved against in the Balance
                  Sheet (b) for liabilities specifically disclosed on Schedule
                  5.7, and (c) for liabilities and obligations arising after
                  December 31, 1997 in the ordinary course of business
                  consistent with past customs and practice, none of which would
                  exceed $10,000 in the aggregate. CSI and its officers and
                  directors do not know, and have no reasonable grounds to know,
                  of any basis for the assertion against CSI as of the date
                  hereof of any material liabilities not adequately reflected or
                  reserved against on the Balance Sheet.

         5.8      ABSENCE OF CERTAIN CHANGES. Since December 31, 1997, except as
                  set forth on Schedule 5.8, there has not been (a) any change,
                  occurrence, condition or development that has materially and
                  adversely affected, or is likely to materially and adversely
                  affect, CSI's business, affairs, assets, prospects,
                  operations, employee or vendor relations or condition
                  (financial or otherwise), or ability to meet its obligations
                  hereunder, (b) any dividend or other distribution, or any
                  recapitalization, combination or subdivision with respect to,
                  or any purchase or redemption by CSI of, any shares of its
                  capital stock, (c) any indebtedness incurred by CSI, (d) any
                  sale, transfer, lease, mortgage or pledge of, grant of
                  security interest in or other lien against any of CSI's assets
                  or cancellation of any claims of, or indebtedness or
                  obligations owing to CSI except as a result of payments of
                  obligations in the ordinary course of business consistent with
                  past customs and practice (e) any increase or change, (or
                  offer or promise thereof, whether or not legally binding) in
                  salaries or other compensation or employee benefits with
                  respect to any employees of CSI, (f) any purchase of or
                  agreement to purchase any additional assets by CSI at a cost
                  of greater than $5,000 in any one instance, (g) cancellation
                  or compromise by CSI of any debt or claim or waiver or release
                  of any right of material value, (h) any physical damage,
                  destruction or loss (whether or not covered by insurance)
                  adversely affecting the properties, business or prospects of
                  CSI, (i) any changes in the accounting principles, methods or
                  practices followed by CSI or depreciation or amortization
                  policies or rates theretofore adopted, or (j) any action taken
                  by CSI, its directors or officers or its shareholders to
                  authorize any of the actions contemplated by clauses (a) - (i)
                  above.


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         5.9      TAX LIABILITIES. CSI has filed all federal, state and local
                  tax reports and returns required by any law or regulation to
                  be filed by it, and such returns are true and correct. CSI has
                  paid all taxes, interest and penalties, if any, reflected on
                  such tax returns or otherwise due and payable by it. The
                  reserves for taxes reflected on the balance sheets included in
                  the Financial Statements are adequate in amount for the
                  payment of all liabilities for all taxes (whether or not
                  disputed) of CSI accrued through the dates of such balance
                  sheets. Any deficiencies proposed as a result of any
                  governmental audits of such tax returns have been paid or
                  settled, and there are no present disputes as to taxes payable
                  by CSI.

         5.10     PROPRIETARY RIGHTS. Schedule 5.10 contains a complete and
                  correct list of all Proprietary Rights owned, used by or
                  licensed to or by CSI, all of which are in good standing.
                  Except as set forth on Schedule 5.10, (a) CSI owns and
                  possesses all right, title and interest in and to, or has a
                  valid license to use, all of the Proprietary Rights necessary
                  for the operation of its business as presently conducted and
                  as proposed to be conducted by it and none of such Proprietary
                  Rights have been abandoned by CSI; (b) no claim by any third
                  person contesting the validity, enforceability, use or
                  ownership of any such Proprietary Rights has been made, is
                  currently outstanding or is threatened, and there is no
                  reasonable basis for any such claim; (c) neither CSI nor any
                  registered agent of CSI has received any notices of, nor is
                  CSI aware of any reasonable basis for, an allegation of, any
                  infringement or misappropriation by, or conflict with, any
                  third person with respect to such Proprietary Rights, nor has
                  CSI or any registered agent of CSI received any claims of
                  infringement or misappropriation of or other conflict with any
                  Proprietary Rights of any third person; and (d) CSI has not
                  infringed, misappropriated or otherwise violated any
                  Proprietary Rights of any third person, and CSI is not aware
                  of any infringement, misappropriation or conflict which will
                  occur as a result of the continued operation of its business.
                  Proprietary Rights means (i) patents, patent applications,
                  patent disclosures and inventions (ii) trademarks, service
                  marks, trade dress, trade names and corporate names and
                  registrations and applications for registration thereof; (iii)
                  copyrights and registrations and applications for registration
                  thereof, (iv) mask works and registrations and applications
                  for registration thereof, (v) computer software, data and
                  documentation, (vi) trade secrets and other confidential
                  information (including, but not limited to, ideas, formulas,
                  compositions, inventions (whether patentable or unpatentable
                  and whether or not reduced to practice), know-how,
                  manufacturing and production processes and techniques,
                  research and development information, drawings,
                  specifications, designs, plans, technical data, copyrightable
                  works, financial and marketing plans and customer and supplier
                  lists and information), (vii) other intellectual property
                  rights, and (viii) copies and tangible embodiments thereof (in
                  whatever form or medium).

         5.11     CONSENTS. No consent, approval, qualification, order or
                  authorization of, or registration, declaration or filing with,
                  any court, administrative agency or



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                  commission or other governmental authority or instrumentality,
                  domestic or foreign, or other third party is required by or
                  with respect to CSI in connection with the execution and
                  delivery of this Agreement, or the consummation by CSI of the
                  transactions contemplated hereby, which has not already been
                  obtained, except for notices of sale required to be filed with
                  the Securities and Exchange Commission under Regulation D of
                  the Securities Act of 1933, as amended ("Securities Act") or
                  such post closing filings as may be required under applicable
                  state securities laws which will be timely filed within the
                  applicable periods therefor.

         5.12     LITIGATION. There is no action, suit, proceeding or
                  investigation pending or to CSI's knowledge currently
                  threatened against CSI, nor does CSI have any actual knowledge
                  that there is any basis for the foregoing. CSI is not a party
                  or subject to the provisions of any order, writ, injunction,
                  judgment or decree of any court or government agency or
                  instrumentality. There is no action, suit, proceeding or
                  investigation by CSI currently pending or that CSI intends to
                  initiate.

         5.13     COMPLIANCE WITH OTHER INSTRUMENTS. CSI is not in violation or
                  default in any material respect of any provision of its
                  Articles of Incorporation or Code of Regulations, or in any
                  material respect of any instrument, judgment, order, writ,
                  decree or contract to which it is a party or by which it is
                  bound, or, to the best of its knowledge, of any provision of
                  any federal or state statute, rule or regulation applicable to
                  CSI. The execution, delivery and performance of this Agreement
                  and the consummation of the transactions contemplated hereby
                  will not result in any such violation or be in conflict with
                  or constitute, with or without the passage of time and giving
                  of notice, either a default under any such provision,
                  instrument, judgment, order, writ, decree or contract or an
                  event that results in the creation of any lien, charge or
                  encumbrance upon any assets of CSI or the suspension,
                  revocation, impairment, forfeiture, or nonrenewal of any
                  material permit, license, authorization, or approval
                  applicable to CSI, its business or operations or any of its
                  assets or properties.

         5.14     MATERIAL FACTS. This Agreement and the documents or written
                  statements furnished by CSI to Kendle in connection with the
                  transactions contemplated hereby do not contain any untrue
                  statement of a material fact or omit to state any material
                  fact necessary to make the statements contained herein or
                  therein, in light of the circumstances in which they are made,
                  not misleading, except, with respect to assumptions,
                  projections and expressions of opinions or predictions
                  contained in the documents or written materials furnished by
                  CSI, CSI makes only those representations set forth in Section
                  5.6 hereof.

         5.15     INVESTMENT. CSI understands that Kendle Shares received
                  hereunder will not be registered under the Securities Act or
                  under any state securities laws, and are being offered and
                  sold in reliance upon federal and state exemptions for
                  transactions not 



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                  involving any public offering, CSI is acquiring the Kendle
                  Shares solely for its own account for investment purposes, and
                  not with a view to the distribution thereof, is a
                  sophisticated investor with knowledge and experience in
                  business and financial matters, has received certain
                  information concerning Kendle and has had the opportunity to
                  obtain additional information as desired in order to evaluate
                  the merits and the risks inherent in holding Kendle Shares,
                  and is able to bear the economic risk and lack of liquidity
                  inherent in holding Kendle Shares.

SECTION 6.  KENDLE REPRESENTATIONS AND WARRANTIES
--------------------------------------------------------------------------------

         Kendle hereby represents and warrants to the Company, as of the date
hereof and on the date on which Kendle acquires the Stock pursuant to exercise
of the Purchase Option, as follows:

         6.1      AUTHORIZATION; BINDING AGREEMENT. This Agreement has been duly
                  authorized, executed and delivered by Kendle and it
                  constitutes the legal, valid and binding obligation of Kendle
                  enforceable against it in accordance with its terms; except as
                  (i) the enforceability thereof may be limited by bankruptcy,
                  insolvency or similar laws affecting the enforcement of
                  creditors' rights generally and (ii) the availability of
                  equitable remedies may be limited by equitable principles of
                  general applicability.

         6.2      CONSENTS. No consent, approval, qualification, order or
                  authorization of, or registration, declaration or filing with,
                  any court, administrative agency or commission or other
                  governmental authority or instrumentality, domestic or
                  foreign, or other third party is required by or with respect
                  to Kendle in connection with the execution and delivery of
                  this Agreement, or the consummation by Kendle of the
                  transactions contemplated hereby, which has not already been
                  obtained.

         6.3      COMPLIANCE WITH OTHER INSTRUMENTS. The execution, delivery and
                  performance of this Agreement and the consummation of the
                  transactions contemplated hereby will not result in any such
                  violation or be in conflict with or constitute, with or
                  without the passage of time and giving of notice, either a
                  default under any such provision, instrument, judgment, order,
                  writ, decree or contract or an event that results in the
                  creation of any lien, charge or encumbrance upon any assets of
                  Kendle or the suspension, revocation, impairment, forfeiture,
                  or nonrenewal of any material permit, license, authorization,
                  or approval applicable to Kendle, its business or operations
                  or any of its assets or properties.

         6.4      RECEIPT OF INFORMATION. Kendle acknowledges that the Stock is
                  not being and will not be registered under the Securities Act
                  or the securities laws of any other jurisdiction in reliance
                  on exemptions thereunder. The Stock has not been and will not
                  be approved or disapproved by the Securities and Exchange
                  Commission or any other governmental authority or agency of
                  any jurisdiction. Kendle represents that it has had an
                  opportunity to ask questions and receive answers from CSI
                  regarding 



                                       11
<PAGE>   12


                  the business, properties, prospects, and financial condition
                  of CSI and to obtain additional information (to the extent CSI
                  possessed such information or could acquire it without
                  unreasonable effort or expense) necessary to verify the
                  accuracy of any information furnished to Kendle or to which
                  Kendle had access.

         6.5      CAPITALIZATION. Kendle's authorized equity securities consist
                  of Fifteen Million (15,000,000) shares of common stock, no par
                  value per share, and One Hundred Thousand (100,000) shares of
                  undesignated preferred stock, no par value per share. As of
                  July 31, 1998, Ten Million Nine Hundred Forty One Thousand
                  Eight Hundred Twenty (10,941,820) shares of common stock were
                  issued and outstanding and no shares of undesignated preferred
                  stock were issued and outstanding. The Kendle Shares to be
                  received by CSI in connection with the transactions
                  contemplated hereby will be duly authorized, validly issued,
                  fully paid and non-assessable shares of common stock free and
                  clear of any and all encumbrances other than restrictions on
                  transfer imposed by federal and state securities laws and
                  regulations.

         6.6      SEC REPORTS. Kendle has timely filed with the Securities and
                  Exchange Commission ("SEC") all materials and documents
                  required to be filed by it under the Securities Exchange Act
                  of 1934 (the "Exchange Act"). All the material and documents
                  filed with the SEC by Buyer since July 2, 1997, including its
                  initial Registration Statement on Form S-1, are hereinafter
                  referred to as the "Kendle SEC Reports." The Kendle SEC
                  Reports, copies of which have been delivered to CSI, are true
                  and correct in all material respects, including the financial
                  statements and other financial information contained therein,
                  and do not omit to state any material fact necessary to make
                  the statements in such Kendle SEC Reports, in light of the
                  circumstances in which they were made, not misleading. The
                  financial statements included in the Kendle SEC Reports fairly
                  present in all material respects the financial condition and
                  the results of operations, changes in stockholders' equity and
                  cash flow of Kendle and its subsidiaries as at the respective
                  dates of and for the periods referred to in such financial
                  statements, all in accordance with generally accepted
                  accounting principles.

SECTION 7.  TRANSFERABILITY OF OPTION
--------------------------------------------------------------------------------

         Neither party may assign this Agreement in whole or in part to any
party without the prior written consent of the other party hereto; provided,
however, that Kendle may assign this Agreement to a wholly-owned subsidiary of
Kendle (directly or indirectly) or a lower tier wholly-owned subsidiary of
Kendle (directly or indirectly) upon at least seven business days' prior written
notice to CSI.


                                       12
<PAGE>   13


SECTION 8.  NO OBLIGATION TO EXERCISE OPTION
--------------------------------------------------------------------------------

         Nothing in this Agreement imposes any obligation upon Kendle to
exercise the Purchase Option.

SECTION 9.  CLOSE CORPORATION  STOCK TRANSFER RESTRICTIONS
--------------------------------------------------------------------------------

         All Stock acquired by Kendle upon exercise of the Purchase Option shall
be subject to the Close Corporation Stock Transfer Restriction and Redemption
Provisions provided on the attached Exhibit C. Kendle shall have piggyback
registration rights as set forth in the attached Exhibit C.

SECTION 10.  EXCLUSIVITY
--------------------------------------------------------------------------------

         Until the earlier of the Expiration Date or the date that Kendle
notifies CSI in writing that it does not elect to exercise the Purchase Option,
CSI agrees that it will not provide customized information technology
development services for the direct competitors of Kendle as listed or described
on the attached Exhibit D. Notwithstanding the foregoing, nothing within this
Agreement shall in any way limit or restrict CSI's right or ability to continue
to provide services and products for any former or current client of CSI listed
on the attached Exhibit E. In addition, in the event that a then current CSI
customer is acquired (whether by sale of stock, assets, merger or otherwise) by
a Kendle direct competitor, CSI shall be permitted to continue to provide
services for such customer under the terms, and for the remaining term, of the
then existing agreement or work statement (but for no longer period) and in such
event CSI hereby expressly agrees not to disclose any Kendle proprietary
information to such customer.

SECTION 11.  MISCELLANEOUS
--------------------------------------------------------------------------------

         11.1     BINDING EFFECT; NO THIRD PARTY BENEFICIARIES. This Agreement
                  shall be binding upon and shall inure to the successors and
                  permitted assigns of each party. This Agreement is not
                  intended to confer on any person other than the parties hereto
                  or their respective successors and permitted assigns any
                  rights, remedies, obligations or liabilities, expressed or
                  implied, under or by reason of this Agreement.

         11.2     ENTIRE AGREEMENT. This Agreement, together with any Schedules,
                  Exhibits and other documents contemplated hereby, constitutes
                  the final written expression of all of the agreements between
                  the parties, and is a complete and exclusive statement of
                  those terms. It supersedes all prior or contemporaneous
                  understandings and negotiations concerning the matters
                  specified herein. If any representations, promises, warranties
                  or statements made by any party differ in any way from the
                  terms of this written Agreement, any schedules and other
                  documents contemplated hereby, such other representations,
                  promises, warranties or statements shall be given no force or
                  effect. The parties specifically represent, each to the other,
                  that there are no additional or supplemental agreements
                  between them related in any way to the 



                                       13
<PAGE>   14


                  matters herein. No addition to or modification of any
                  provision of this Agreement shall be binding upon any party
                  unless made in writing and signed by all parties.

         11.3     PUBLIC STATEMENTS. Except as required by applicable law or
                  regulations or court order or by the rules of any national
                  securities exchange on which the securities of either Kendle
                  or CSI are quoted or listed, neither CSI nor Kendle shall,
                  without the prior written approval of the other parties
                  hereto, make any press release or other public announcement
                  concerning the transactions contemplated by this Agreement.
                  CSI and Kendle may disclose information with respect to the
                  transaction contemplated hereby to their respective employees,
                  agents, consultants and third parties only to the extent such
                  persons have a need to know such information.

         11.4     GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be
                  governed in all respects by the internal substantive laws of
                  the State of Ohio. Any and all disputes arising out of or in
                  connection with the execution, interpretation, performance, or
                  non-performance of this Agreement or any agreement or other
                  instrument between, involving or affecting the parties
                  (including the validity, scope and enforceability of this
                  arbitration clause), shall be submitted to and resolved by
                  arbitration. The arbitration shall be conducted pursuant to
                  the terms of the Federal Arbitration Act and the Commercial
                  Arbitration Rules of the American Arbitration Association. The
                  arbitration shall be conducted by three arbitrators, who shall
                  be appointed pursuant to the rules of the American Arbitration
                  Association. Either party may notify the other party at any
                  time of the existence of an arbitrable controversy by
                  certified mail and shall attempt in good faith to resolve
                  their differences within fifteen (15) days after the receipt
                  of such notice. If the dispute cannot be resolved within the
                  fifteen-day period, either party may file a written demand for
                  arbitration with the American Arbitration Association. The
                  determination of the arbitrators shall be final and binding on
                  the parties. The place of arbitration shall be Cincinnati,
                  Ohio. Judgment upon the award rendered by the arbitrators may
                  be entered in any court having jurisdiction.

         11.5     WAIVERS. Any party hereto may, by written notice to the other
                  party hereto, to the extent expressly set forth in such
                  written notice: (i) extend the time for the performance of any
                  of the obligations or other actions of the other party under
                  this Agreement; (ii) waive any inaccuracies in the
                  representations or warranties of the other party contained in
                  this Agreement or in any document delivered pursuant to this
                  Agreement; (iii) waive compliance with any of the conditions
                  or covenants of the other party contained in this Agreement;
                  (iv) waive performance of any of the obligations of the other
                  party under this Agreement; or (v) waive an event of default
                  by the other party under this Agreement Except as provided in
                  the preceding sentence, no action taken pursuant to this
                  Agreement, including, without limitation, any investigation by
                  or on behalf of any party, shall be deemed to constitute a
                  waiver by the party taking such action of compliance with any
                  representations, warranties, 



                                       14
<PAGE>   15


                  covenants or agreements contained in this Agreement. No waiver
                  of any provision of this Agreement shall be deemed or shall
                  constitute a waiver of any other provision, whether or not
                  similar, nor shall any waiver constitute a continuing waiver.

         11.6     SEVERABILITY. If for any reason whatsoever, any one or more of
                  the provisions of this Agreement shall be held or deemed to be
                  illegal, inoperative, unenforceable or invalid, such
                  circumstances shall not have the effect of rendering such
                  provision illegal, inoperative, unenforceable or invalid in
                  any other case or of rendering any of the other provisions of
                  this Agreement illegal, inoperative, unenforceable or invalid.
                  In substitution of such illegal, inoperative, unenforceable or
                  invalid provision, there shall be added automatically, as part
                  of this Agreement, a provision as similar in terms of such
                  illegal, invalid, unenforceable or inoperative provision as
                  may be possible and as shall be legal, valid, enforceable and
                  operative.

         11.7     NOTICES. All notices, demands or other communications which
                  may be or are required to be given by any party to any other
                  party pursuant to this Agreement, shall be in writing and
                  shall be mailed by certified mail, return receipt requested,
                  postage prepaid, or transmitted by hand delivery, national or
                  international overnight express, telegram or facsimile
                  transmission, addressed as follows:

                  11.7.1   If to CSI:

                  Component Software International, Inc.
                  8118 Corporate Way
                  Mason, Ohio  45040-9560
                  Attention: Robert P. Beech, CEO

                  with a copy (which shall not constitute notice) to:

                  Graydon, Head & Ritchey
                  1900 Fifth Third Center
                  511 Walnut Street
                  Cincinnati, Ohio 45202
                  Attention: Daniel C. Heyd, Esq.

                  11.7.2   If to Kendle:

                  Kendle International Inc.
                  700 Carew Tower
                  441 Vine Street
                  Cincinnati, Ohio  45202
                  Attention: Timothy M. Mooney, CFO


                                       15
<PAGE>   16


                  with a copy (which shall not constitute notice) to:

                  Kendle International Inc.
                  700 Carew Tower
                  441 Vine Street
                  Cincinnati, Ohio  45202
                  Attention: Paul F. Ritter, Esq.

                  with a copy (which shall not constitute notice) to:

                  Keating, Muething & Klekamp, P.L.L.
                  1800 Provident Tower
                  One East Fourth Street
                  Cincinnati, Ohio 45202
                  Attention: Edward E. Steiner, Esq.

                  until such time as either party notifies the other of a change
                  of address. Each notice or other communication which shall be
                  mailed, delivered or transmitted in the manner described above
                  shall be deemed sufficiently given and received for all
                  purposes at such time as it is delivered to the addressee
                  (with the return receipt, the delivery receipt, or the
                  affidavit of messenger or telefax transmission log being
                  deemed conclusive evidence of such delivery) or at such time
                  as delivery is refused by the addressee upon presentation.

         11.8     COUNTERPARTS; EXECUTION. This Agreement may be executed in as
                  many counterparts as may be required, and each such
                  counterpart hereof shall be deemed to be an original
                  instrument, but all such counterparts together shall
                  constitute but a single agreement. This Agreement shall be
                  deemed to have been executed at the time when and location at
                  which the last signature of any of the parties is affixed
                  hereto or to any counterpart hereof.



                            [signatures on next page]




                                       16
<PAGE>   17


--------------------------------------------------------------------------------
     IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be duly delivered on their behalf on the day and year hereinabove first
set above.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
CSI:                                                        CSI SHAREHOLDERS
                                                            (FOR PURPOSES OF SECTION 9 AND EXHIBIT C ONLY)
<S>                                                         <C>
COMPONENT SOFTWARE                                          /S/ RICHARD D. EGAN                                   
INTERNATIONAL, INC.                                         ----------------------------------------------       
                                                            RICHARD D. EGAN                                      
                                                                                                                 
                                                                                                                 
BY:                                                         BEECH INVESTORS LIMITED PARTNERSHIP                  
   ----------------------------                                                                                     
TITLE:                                                      BY:/S/ ROBERT P. BEECH                              
      -------------------------                                ----------------------------------------------     
                                                            ROBERT P. BEECH, MANAGING GENERAL PARTNER            

                                                                                                                 
KENDLE:                                                     EGAN INVESTORS LIMITED PARTNERSHIP                   
KENDLE INTERNATIONAL INC.                                                                                        
                                                            BY:/S/ RICHARD D. EGAN                               
BY:                                                            ----------------------------------------------    
   ----------------------------                             RICHARD D. EGAN, MANAGING GENERAL PARTNER            
TITLE:                                                                                                           
      -------------------------                                                                                  
                                                            JOHN A. AND CHRISTINE L. MCCHESNEY FAMILY TRUST      
                                                                                                                 
                                                            BY:                                                  
                                                               ----------------------------------------------    
                                                            JOHN A. MCCHESNEY, TRUSTEE                           
                                                                                                                 
                                                                                                                 
                                                            HEALTHCARE EQUITY PARTNERS L.P.                      
                                                                                                                 
                                                            BY:/S/ KENNETH W. O'KEEFE                            
                                                               ----------------------------------------------    
                                                            TITLE: KENNETH W. O'KEEFE -- MG. DIRECTOR             
                                                                   BEECKEN PATTY & COMPANY, LLC.                  
                                                                   ------------------------------------------
                                                                                                                 
                                                                                                                 
                                                            HEALTHCARE EQUITY QP PARTNERS, L.P.                  
                                                                                                                 
                                                            BY:/S/ KENNETH W. O'KEEFE                            
                                                               ----------------------------------------------    
                                                            TITLE: KENNETH W. O'KEEFE -- MG. DIRECTOR
                                                                   BEECKEN PATTY & COMPANY, LLC.
                                                                   ------------------------------------------
-----------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   18


--------------------------------------------------------------------------------
     IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be duly delivered on their behalf on the day and year hereinabove first
set above.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
CSI:                                                        CSI SHAREHOLDERS
                                                            (FOR PURPOSES OF SECTION 9 AND EXHIBIT C ONLY)
<S>                                                         <C>
COMPONENT SOFTWARE                                          /S/ RICHARD D. EGAN                                   
INTERNATIONAL, INC.                                         ----------------------------------------------       
                                                            RICHARD D. EGAN                                      
                                                                                                                 
                                                                                                                 
BY:                                                         BEECH INVESTORS LIMITED PARTNERSHIP                  
   ----------------------------                                                                                  
TITLE:                                                      BY:/S/ ROBERT P. BEECH                              
      -------------------------                                ----------------------------------------------    
                                                            ROBERT P. BEECH, MANAGING GENERAL PARTNER            


KENDLE:                                                     EGAN INVESTORS LIMITED PARTNERSHIP
                                                                                              
KENDLE INTERNATIONAL INC.                                   BY:/S/ RICHARD D. EGAN                               
                                                               ----------------------------------------------    
BY:                                                         RICHARD D. EGAN, MANAGING GENERAL PARTNER            
   ----------------------------                                                                                  
TITLE:                                                                                                           
      -------------------------                             JOHN A. AND CHRISTINE L. MCCHESNEY FAMILY TRUST      
                                                                                                                 
                                                            BY:
                                                               ----------------------------------------------    
                                                            JOHN A. MCCHESNEY, TRUSTEE                           
                                                                                                                 
                                                                                                                 
                                                            HEALTHCARE EQUITY PARTNERS L.P.                      
                                                                                                                 
                                                            BY:
                                                               ----------------------------------------------    
                                                            TITLE:
                                                                  -------------------------------------------
                                                                                                                 
                                                                                                                 
                                                            HEALTHCARE EQUITY QP PARTNERS, L.P.                  
                                                                                                                 
                                                            BY:
                                                               ----------------------------------------------    
                                                            TITLE:
                                                                  -------------------------------------------
-----------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   19


--------------------------------------------------------------------------------
     IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be duly delivered on their behalf on the day and year hereinabove first
set above.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
CSI:                                                        CSI SHAREHOLDERS
                                                            (FOR PURPOSES OF SECTION 9 AND EXHIBIT C ONLY)
<S>                                                         <C>
COMPONENT SOFTWARE                                          /S/ RICHARD D. EGAN                                   
INTERNATIONAL, INC.                                         ----------------------------------------------       
                                                            RICHARD D. EGAN                                      
                                                                                                                 
                                                                                                                 
BY:/S/ ROBERT P. BEECH                                      BEECH INVESTORS LIMITED PARTNERSHIP                  
----------------------------                                                                                     
TITLE: PRESIDENT AND CEO                                    BY:/S/ ROBERT P. BEECH                              
                                                               ----------------------------------------------    
                                                            ROBERT P. BEECH, MANAGING GENERAL PARTNER            


KENDLE:                                                     EGAN INVESTORS LIMITED PARTNERSHIP
KENDLE INTERNATIONAL INC.                                                                                        
                                                            BY:/S/ RICHARD D. EGAN                               
BY: /S/TIMOTHY M. MOONEY                                       ----------------------------------------------    
----------------------------                                RICHARD D. EGAN, MANAGING GENERAL PARTNER            
TITLE: VICE PRESIDENT AND CFO                                                                                     
                                                                                                                 
                                                            JOHN A. AND CHRISTINE L. MCCHESNEY FAMILY TRUST      
                                                                                                                 
                                                            BY:/S/ JOHN A. MCCHESNEY                             
                                                               ----------------------------------------------    
                                                            JOHN A. MCCHESNEY, TRUSTEE                           
                                                                                                                 
                                                                                                                 
                                                            HEALTHCARE EQUITY PARTNERS L.P.                      
                                                                                                                 
                                                            BY:
                                                               ----------------------------------------------    
                                                            TITLE:
                                                                  -------------------------------------------
                                                                                                                 
                                                                                                                 
                                                            HEALTHCARE EQUITY QP PARTNERS, L.P.                  
                                                                                                                 
                                                            BY:                  
                                                               ----------------------------------------------    
                                                            TITLE:
                                                                  -------------------------------------------
-----------------------------------------------------------------------------------------------------------------
</TABLE>