Exhibit 10.1



                  AMENDED AND RESTATED ASSET PURCHASE AGREEMENT


                                 BY AND BETWEEN



                             TTECH ACQUISITION CORP.

                                   (PURCHASER)

                                 FIND/SVP, INC.

                               (PURCHASER PARENT),

                               SOPHEON CORPORATION

                                    (COMPANY)

                                       AND

                                   SOPHEON PLC

                                (COMPANY PARENT)


                                  JUNE 25, 2003






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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                                    ARTICLE 1
                                   DEFINITIONS

                                    ARTICLE 2
                  PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES

2.1      Purchase of Assets and Assumption of Liabilities.....................11

2.2      Purchase Price.......................................................15

2.3      Closing and Closing Deliveries.......................................21

                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1      Organization.........................................................25

3.2      Capitalization.......................................................25

3.3      Due Authorization....................................................25

3.4      No Breach............................................................25

3.5      Clear Title..........................................................26

3.6      Condition and Sufficiency of Assets..................................26

3.7      Litigation...........................................................26

3.8      Labor Matters........................................................26

3.9      Tax Matters..........................................................27

3.10     Employee Benefits....................................................27

3.11     No Guaranties........................................................28

3.12     Financial Statements.................................................28

3.13     Absence of Certain Developments......................................29

3.14     Intellectual Property................................................29

3.15     Compliance with Laws.................................................30

3.16     Operating Contracts..................................................30

3.17     Real Estate..........................................................31

3.18     Accounts Receivable..................................................31

3.19     Books and Records; Bank Accounts.....................................31

3.20     Employees and Employee Related Commitments...........................31

3.21     Permits..............................................................31

3.22     Other Material Contracts and Obligations.............................32



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                               TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE
                                                                            ----


3.23     Subsidiaries.........................................................32

3.24     Insurance............................................................32

3.25     Brokers..............................................................33

3.26     Relationship with Related Persons....................................33

3.27     Debt Instruments.....................................................33

3.28     Customers and Suppliers..............................................34

3.29     Affiliate Loans......................................................34

3.30     Absence of Certain Business Practices................................34

3.31     Insolvency...........................................................34

3.32     Representations and Warranties Regarding the Company Parent..........35

                                    ARTICLE 4
             REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE
                                PURCHASER PARENT

4.1      Organization.........................................................36

4.2      Due Authorization....................................................36

4.3      No Breach............................................................36

4.4      Brokers..............................................................37

4.5      Articles of Incorporation and Bylaws.................................37

4.6      Capitalization.......................................................37

4.7      SEC Reports..........................................................37

4.8      Stockholders' Consent................................................38

                                    ARTICLE 5
                    PERFORMANCE AND COVENANTS PENDING CLOSING

5.1      Access to Information................................................38

5.2      Conduct of Business..................................................38

5.3      Encumbrances.........................................................39

5.4      Pay Increases........................................................39

5.5      Restrictions on New Contracts........................................39

5.6      Preservation of Business.............................................39

5.7      Payment and Performance of Obligations...............................39

5.8      Restrictions on Sale of Assets.......................................40



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                               TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE
                                                                            ----

5.9      Prompt Notice........................................................40

5.10     Consents.............................................................40

5.11     Copies of Documents..................................................40

5.12     No Solicitation of Other Offers......................................40

5.13     Accounts Receivable and Payable......................................41

5.14     Inventory............................................................41

5.15     Insurance............................................................41

5.16     Filing Reports and Making Payments...................................41

5.17     Capital Expenditures.................................................41

5.18     Lien Search..........................................................41

5.19     Transition Services Agreement........................................41

5.20     [THIS SECTION INTENTIONALLY OMITTED.]................................42

5.21     Commercial Agreement.................................................42

5.22     Employment Agreements................................................42

                                    ARTICLE 6
             MUTUAL CONDITIONS PRECEDENT TO THE PARTIES' OBLIGATIONS

6.1      Proceedings..........................................................42

6.2      Consents and Approvals...............................................42

                                    ARTICLE 7
            ADDITIONAL CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE
                       PURCHASER AND THE PURCHASER PARENT

7.1      Accuracy of Representations and Warranties...........................43

7.2      Compliance with Covenants and Agreements.............................43

7.3      No Material Adverse Change...........................................43

7.4      Legal Opinion........................................................43

7.5      Corporate Action.....................................................43

7.6      Employment Agreements................................................43

7.7      Confidentiality Agreements and Non-Competition.......................43

                                    ARTICLE 8
          ADDITIONAL CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS

8.1      Accuracy of Representations and Warranties...........................44



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                               TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE
                                                                            ----

8.2      Compliance with Covenants and Agreements.............................44

8.3      Legal Opinion........................................................44

8.4      Delivery of Receipt for Purchase Price and the Shares................44

                                    ARTICLE 9
                                 INDEMNIFICATION

9.1      Indemnification by the Company.......................................44

9.2      Indemnification by the Purchaser.....................................46

9.3      Procedure for Indemnification........................................47

9.4      Dispute Resolution...................................................49

9.5      Effect of Insurance..................................................50

                                   ARTICLE 10
                                EMPLOYEE MATTERS

10.1     Information on Active Employees......................................51

10.2     Employment of Active Employees by the Purchaser......................51
10.3     Terms and Conditions of Offers of Employment.........................52

10.4     Salaries and Benefits Prior to Closing...............................52

10.5     Benefits and Benefit Plans...........................................52

10.6     Company's Retirement and Savings Plans...............................52

10.7     Further Actions......................................................53

10.8     Forms................................................................53

10.9     WARN Act.............................................................53

10.10    COBRA................................................................54

10.11    No Intended or Incidental  Third Party Beneficiary...................54

                                   ARTICLE 11
                     PERFORMANCE FOLLOWING THE CLOSING DATE

11.1     Further Acts and Assurances..........................................54

11.2     Confidential Information and Non-Competition Agreements..............54

11.3     Injunctive Relief....................................................58

11.4     Blue Pencil Doctrine.................................................58

11.5     Company Parent Indemnification Shares................................58

11.6     Consents.............................................................58



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                               TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE
                                                                            ----

11.7     Certain Tax Matters..................................................59

11.8     Covenant Regarding Active Hired Employee Non-Compete.................60

                                   ARTICLE 12
                                   TERMINATION

12.1     Termination..........................................................60

12.2     Return of Documents and Nondisclosure................................60

                                   ARTICLE 13
                                  MISCELLANEOUS

13.1     Survival of Representations and Warranties, Covenants and Agreements 61

13.2     Preservation of and Access to Records................................61

13.3     Cooperation..........................................................61

13.4     Public Announcements.................................................61

13.5     Notices..............................................................62

13.6     Entire Agreement.....................................................62

13.7     Remedies.............................................................63

13.8     Amendments...........................................................63

13.9     Successors and Assigns...............................................63

13.10    Fees and Expenses....................................................63

13.11    Governing Law and Jurisdiction.......................................63

13.12    Counterparts and Facsimile Signatures................................64

13.13    Headings.............................................................64

13.14    [THIS SECTION INTENTIONALLY OMITTED].................................64

13.15    Number and Gender....................................................64

13.16    Severability.........................................................64

13.17    Parties in Interest..................................................64

13.18    Waiver...............................................................65

13.19    Construction.........................................................65

13.20    Specific Performance.................................................65

13.21    Supplementation of Schedules.........................................65



                                      -v-
<PAGE>


                  AMENDED AND RESTATED ASSET PURCHASE AGREEMENT


         THIS AMENDED AND RESTATED ASSET PURCHASE  AGREEMENT (this  "AGREEMENT")
is made,  entered into and  effective as of the 25th day of June,  2003,  by and
between TTECH  ACQUISITION  CORP.,  a Delaware  corporation  (the  "PURCHASER"),
FIND/SVP,  INC.,  a New  York  corporation  (the  "PURCHASER  PARENT"),  SOPHEON
CORPORATION,  a  Minnesota  corporation  (the  "COMPANY")  and  SOPHEON  PLC,  a
registered corporation in the United Kingdom (the "COMPANY PARENT").

                                    RECITALS

         A.       The  Company is a knowledge  services  company  that  provides
information  management services and management of client intellectual property,
through the use of the Company's proprietary software, methods and processes.

         B.       The Company operates two distinct business divisions:  (i) the
IM  Division,  which  provides  research,  services  and tools that  improve and
optimize  corporate  information  delivery,  analysis,  application  and  use by
conducting   primary  and  secondary  research  for  information  and  knowledge
involving  market  factors  that  affect  the  success  or failure of a client's
business, including competitive intelligence, market intelligence and technology
intelligence,  which has,  as its core,  the  aggregation,  interpretation,  and
assimilation    capabilities    conducted   by   human    researchers    (versus
machine-generated  data and  information)  and does not offer or provide,  other
than  portal  technology,  software  development,  installation  or  integration
services (the "IM DIVISION"),  and (ii) business process  solutions  improvement
and consultation focused on business processes, including innovation and product
development,  through  the use of,  among  other  things,  proprietary  software
solutions  that do not  involve  human-based  primary  and  secondary  research,
involving  consultation  with respect to business process  improvement and which
includes  reselling  and  enhancements  made to best  practices  content  in the
business  process  industry,  reselling  best  practices  content to the product
development  process  market  (where  content  is  sold  alone  or  imbedded  in
software), software development,  installation and integrator services (the "BPS
DIVISION").

         C.       The  Purchaser  desires to purchase and assume, as applicable,
and the  Company  desires to sell,  transfer,  convey,  assign and  deliver,  as
applicable,  (i)  substantially all of the assets of the IM Division pursuant to
this Agreement, and (ii) certain specified liabilities and obligations of the IM
Division in connection with the purchase of such assets.

         D.       It  is  the  intention  of  the  parties  hereto  that,   upon
consummation of the transactions contemplated by and pursuant to this Agreement,
the Purchaser shall own substantially all of the assets of the IM Division other
than the Excluded Assets.

         E.       The  Purchaser  Parent and the Company Parent will  materially
benefit from the transactions contemplated hereby.

         F.       The   parties  originally  entered  into  that  certain  Asset
Purchase  Agreement as the  predecessor to this  Agreement (the "ASSET  PURCHASE
AGREEMENT"),  on June 5, 2003. Pursuant to that certain First Amendment to Asset
Purchase Agreement dated concurrently herewith, the



                                       1
<PAGE>


parties amended and restated the Asset Purchase Agreement in accordance with the
terms of such amendment.

                                    AGREEMENT

         In  consideration  of the  foregoing  Recitals and the mutual  promises
contained  in this  Agreement,  and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                                   ARTICLE 1

                                   DEFINITIONS

         For purposes of this  Agreement,  the following terms have the meanings
specified:

         "AAA  RULES"  has the  meaning  set  forth in  Section  9.4(b)  of this
Agreement.

         "ACTIVE  EMPLOYEES"  has the meaning set forth in Section  10.1 of this
Agreement.

         "ACQUISITION  PROPOSAL"  means any  proposal  relating to the  possible
acquisition of the Company  whether by way of merger,  purchase of capital stock
of the Company  representing  fifty percent (50%) or more of the voting power or
equity of the Company,  purchase or license of all or  substantially  all of the
assets  of the  Business,  or  otherwise.  The  foregoing  shall  not  apply  to
transactions  which  affect only the BPS  Division,  or a sale or  exchange  (or
similar transaction) if the buyer will honor this Agreement.

         "AFFILIATE"  when used in  reference to a specified  Person,  means any
Person  that,  directly  or  indirectly,  through  one or  more  intermediaries,
controls,  or is  controlled  by, or is under common  control with the specified
Person.

         "AGREEMENT"  has the  meaning set forth in the  introductory  paragraph
hereof.

         "ANCILLARY  DOCUMENTS" means the documents,  instruments and agreements
to be executed and/or delivered by the parties pursuant to this Agreement or any
Ancillary Document.

         "APPLICABLE  LAWS" means any and all laws,  ordinances,  constitutions,
regulations, statutes, treaties, rules, codes, and Injunctions adopted, enacted,
implemented,  promulgated,  issued, entered or deemed applicable by or under the
authority  of any  Governmental  Body having  jurisdiction  over (i) a specified
Person  or any of such  Person's  properties  or  assets,  or  (ii)  any of such
Person's  officers,  directors,  employees,  consultants or agents in connection
with their activities on behalf of such Person. Applicable Laws include, without
limitation, Environmental Laws, state and local zoning laws and ordinances, land
use and  building  laws,  laws  respecting  sale of  services,  laws  respecting
employment and labor, and laws respecting bidding on certain contracts.

         "ASSET  PURCHASE  AGREEMENT"  has the  meaning set forth in Recitals to
this Agreement.

         "ASSETS"  has the  meaning  set  forth  in  Section  2.1(a)(i)  of this
Agreement.



                                       2
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         "ASSUMED LIABILITIES" has the meaning set forth in Section 2.1(b)(i) of
this Agreement.

         "AUDITOR"  has the  meaning  set  forth in  Section  2.2(b)(i)  of this
Agreement.

         "AVERAGE CLOSING PRICE" has the meaning set forth in Section 2.2(a)(ii)
of this Agreement.

         "BPS  DIVISION"  has the  meaning  set  forth in the  Recitals  of this
Agreement.

         "BALANCE  SHEET"  has the  meaning  set forth in  Section  3.12 of this
Agreement.

         "BALANCE  SHEET DATE" has the meaning set forth in Section 3.12 of this
Agreement.

         "BASKET  AMOUNT"  has the  meaning  set  forth in  Section  9.1 of this
Agreement.

         "BENEFIT  PLAN"  means  any  and  all  bonus,  deferred   compensation,
incentive  compensation,  severance pay,  pension,  profit sharing,  retirement,
group or individual insurance,  welfare benefit, stock option, restricted stock,
stock  purchase,  stock  appreciation,  phantom stock,  any other fringe benefit
plan, arrangement or practice, written or otherwise, whether formal or informal,
maintained,  sponsored or  participated in by the Company or any other "employee
benefit plan" (within the meaning of Section 3(3) of ERISA).

         "BUSINESS" means the business of the Company's IM Division.

         "BUSINESS  INTELLECTUAL  PROPERTY" has the meaning set forth in Section
3.14 of this Agreement.

         "CAPITAL   REORGANIZATION"   has  the  meaning  set  forth  in  Section
11.2(b)(v) of this Agreement.

         "CLOSING"  has  the  meaning  set  forth  in  Section  2.3(a)  of  this
Agreement.

         "CLOSING   BALANCE   SHEET"  has  the  meaning  set  forth  in  Section
2.2(b)(i)(A) of this Agreement.

         "CLOSING  BALANCE  SHEET  DATE" has the  meaning  set forth in  Section
2.2(b)(3) of this Agreement.

         "CLOSING CASH  PAYMENT" has the meaning set forth in Section  2.2(a)(i)
of this Agreement.

         "CLOSING CERTIFICATE" has the meaning set forth in Section 2.2(b)(i) of
this Agreement.

         "CLOSING  DATE" has the  meaning  set forth in  Section  2.3(a) of this
Agreement.

         "CODE" means the Internal  Revenue  Code of 1986,  as amended,  and the
rules and regulations issued by the IRS pursuant to the Internal Revenue Code or
any successor law.

         "COMMERCIAL  AGREEMENT"  has the meaning  set forth in Section  5.21 of
this Agreement.



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<PAGE>


         "COMPANY"  has the  meaning  set  forth in the  introductory  paragraph
hereof.

         "COMPANY  COMPETITIVE  BUSINESS"  has the  meaning set forth in Section
11.2(b)(ii) of this Agreement.

         "COMPANY  INDEMNIFIED PARTIES" has the meaning set forth in Section 9.2
of this Agreement.

         "COMPANY  NON-COMPETE  PARTIES"  has the  meaning  set forth in Section
11.2(b)(ii) of this Agreement.

         "COMPANY  PARENT"  has  the  meaning  set  forth  in  the  introductory
paragraph hereof.

         "COMPANY  PARENT  STOCK" has the meaning  set forth in Section  11.5 of
this Agreement.

         "COMPETING  BUSINESS" has the meaning set forth in Section 3.26 of this
Agreement.

         "CONFIDENTIAL  INFORMATION"  means any  information  or  compilation of
information  not  generally  known to the  public or the  industry  or which the
Company has not  disclosed  to third  parties  without a written  obligation  of
confidentiality,  which is proprietary to the Company, relating to the Company's
procedures,  techniques,  methods, concepts, ideas, affairs, products, processes
and services,  including, but not limited to, information relating to marketing,
merchandising,  selling,  research,  development,   manufacturing,   purchasing,
accounting,   engineering,   financing,  costs,  pricing  and  pricing  methods,
customers, suppliers, creditors,  employees,  contractors,  agents, consultants,
customers, plans, pricing, billing, needs of customers and products and services
used by customers, all lists of customers and their addresses,  prospects, sales
calls,  products,  services,  prices and the like as well as any specifications,
formulas,  plans,  drawings,  accounts or sales records,  sales brochures,  code
books,  manuals,  trade  secrets,   knowledge,   know-how,  pricing  strategies,
operating costs,  sales margins,  methods of operations,  invoices or statements
and the like; PROVIDED,  HOWEVER, that the term "Confidential Information" shall
not be deemed to include (i) information  which becomes  generally  available to
the public  without any fault of the Company,  or (ii) becomes  available to the
applicable  party on a  non-confidential  basis  and  without  any  breach of an
agreement  of  confidentiality  from a  source  other  than the  Company  or the
Purchaser,  or  (iii)  information  that is  disclosed  to a  Governmental  Body
pursuant to  Applicable  Law, and  therefore  publicly  available,  which is not
granted,  or  otherwise  subject  to, a  confidentiality  and/or  non-disclosure
order(s) or status.

         "CONTRACT"  means any  agreement,  lease of  non-real  estate,  license
agreement  (other  than a license  granted by a  Governmental  Body),  contract,
consensual  obligation,  promise,  commitment,  arrangement,   understanding  or
undertaking,  (whether  written or oral and  whether  express or implied) of any
type,  nature or  description  that is legally  binding but excluding  leases of
Leased Real Estate.  As used  herein,  the word  "Contract"  shall be limited in
scope if modified by an adjective  specifying the type of contract to which this
Agreement or a Section hereof refers.

         "CONTROLLED GROUP" has the meaning set forth in Section 3.10(a) of this
Agreement.



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<PAGE>


         "CONTROLLED PERSON" when used in reference to a specified Person, means
any Person that is directly or indirectly,  through one or more  intermediaries,
controlled by a specified Person.

         "DEBT  INSTRUMENTS"  has the meaning set forth in Section  3.27 of this
Agreement.

         "DISCLOSE"  means  to  reveal,  deliver,  divulge,  disclose,  publish,
communicate,  show or otherwise make known or available to any other Person,  or
in any way to copy, any of the Company's Confidential Information.

         "EARN OUT" shall have the meaning set forth in Section  2.2(a)(iii)  of
this Agreement.

         "EARN OUT AMOUNT" or "EARN OUT AMOUNTS"  respectively have the meanings
set forth in Section 2.2(a)(iii) of this Agreement.

         "EMPLOYMENT  AGREEMENTS"  has the  meaning  set forth in Section 7.6 of
this Agreement.

         "ENCUMBRANCE" means and includes:

                  (i) with  respect to any  personal  property,  any  intangible
          property or any  property  other than real  property,  any security or
          other property interest or right,  claim, lien,  restriction,  pledge,
          option, charge, security interest,  contingent or conditional sale, or
          other title claim or retention  agreement or lease or use agreement in
          the  nature  thereof,  whether  voluntarily  incurred  or  arising  by
          operation of law, and  including  any  agreement to grant or submit to
          any of the foregoing in the future; and

                  (ii) with respect to any real  property,  any mortgage,  lien,
          easement,  interest,  right-of-way,  condemnation  or  eminent  domain
          proceeding,   encroachment,   any  building,  use  or  other  form  of
          restriction,   encumbrance  or  other  claim  (including   adverse  or
          prescriptive)  or  right  of  third  parties  (including  Governmental
          Bodies), any lease or sublease,  boundary dispute, and agreements with
          respect to any real property including: purchase, sale, right of first
          refusal,   option,   construction,   building  or  property   service,
          maintenance, property management,  conditional or contingent sale, use
          or occupancy, franchise or concession, whether voluntarily incurred or
          arising by operation of law, and  including  any agreement to grant or
          submit to any of the foregoing in the future.

         "ENVIRONMENTAL  LAWS" means any and all Applicable Laws  (i) regulating
the use, treatment, generation, transportation,  storage, control or disposal of
any  Hazardous  Material,  including,  but not  limited  to,  the  Comprehensive
Environmental  Response,  Compensation  and Liability Act (42  U.S.C.ss.9601  ET
SEQ.) ("CERCLA"),  the Resource  Conservation and Recovery Act (42 U.S.C.ss.6901
ET SEQ.), the Hazardous Materials Transportation Act (49 U.S.C.ss.1801 ET SEQ.),
the Federal Water Pollution  Control Act (33  U.S.C.ss.1251  et seq.), the Clean
Water Act (33  U.S.C.ss.1251 ET SEQ.),  the Clean Air Act (42 U.S.C.ss.  7401 ET
SEQ.),  the Toxic  Substances  Control Act (15 U.S.C.ss.  2601 ET SEQ.), and all
state laws  corollary  thereto,  and/or (ii)  relating to the  protection of the
environment and public or worker health and safety, all as existing,  defined or
interpreted as of the Closing Date.

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



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<PAGE>


         "ESCROW AGENT" has the meaning set forth in Section  2.2(a)(ii) of this
Agreement.

         "ESCROW  AGREEMENT"  has the meaning set forth in Section  2.2(a)(ii)of
this Agreement.

         "ESCROW  FUND" has the meaning set forth in Section  2.2(a)(ii) of this
Agreement.

         "ESTIMATED  NET  CURRENT  LIABILITIES"  has the  meaning  set  forth in
Section 2.2(b) of this Agreement.

         "ESTIMATED  PURCHASE  PRICE  ADJUSTMENT"  has the  meaning set forth in
Section 2.2(b) of this Agreement.

         "EXCHANGE  ACT" means the  Securities  Exchange Act of 1934, as amended
from time to time, or any successor  statute,  and the rules and  regulations of
the Commission promulgated thereunder.

         "EXCLUDED  ASSETS" has the meaning set forth in Section  2.1(a)(ii)  of
this Agreement.

         "EXCLUDED  LIABILITIES" has the meaning set forth in Section 2.1(b)(ii)
of this Agreement.

         "EXPIRING  CONTRACT  REVENUE"  has the  meaning  set  forth in  Section
2.2(a)(iii)(B) of this Agreement.

         "EXPIRING SUBSCRIPTION  CONTRACTS" has the meaning set forth in Section
2.2(a)(iii)(B) of this Agreement.

         "FINAL  ORDER"  has  the  meaning  set  forth  in  Section  6.2 of this
Agreement.

         "FINANCIAL  STATEMENTS"  has the meaning  set forth in Section  3.12 of
this Agreement.

         "GAAP" means  generally  accepted  accounting  principles in the United
States.

         "GOVERNMENTAL BODY" means any:

                  (i) nation,  state, county,  city, town, village,  district or
          other jurisdiction of any nature;

                  (ii)  federal,  state,  local,  municipal,  foreign  or  other
          government;

                  (iii)  governmental  or  quasi-governmental  authority  of any
          nature (including any governmental agency, branch, board,  commission,
          department,  instrumentality, office or other entity, and any court or
          other tribunal);

                  (iv) multi-national organization or body; and/or

                  (v) body  exercising,  or entitled or  purporting to exercise,
          any  administrative,   executive,   judicial,   legislative,   police,
          regulatory or taxing authority or power of any nature.



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<PAGE>


         "GUARANTEED  NET  CURRENT  LIABILITIES"  has the  meaning  set forth in
Section 2.2(b) of this Agreement.

         "GUARANTY"  means, as to any Person,  all liabilities or obligations of
such Person,  with respect to any indebtedness or other obligations of any other
Person,  which have been  guaranteed,  directly or indirectly,  in any manner by
such Person,  through an agreement,  contingent or otherwise,  primarily for the
purpose  of  enabling  the  debtor  to  make  payment  of such  indebtedness  or
obligation  or to  guarantee  the payment to the owner of such  indebtedness  or
obligation  against  loss,  or to supply funds to or in any manner invest in the
debtor, or otherwise.

         "HAZARDOUS  MATERIALS"  means  any  and  all  (i)  toxic  or  hazardous
pollutants,  contaminants,  chemicals, wastes, materials or substances listed or
identified  in, or  regulated  by, any  Environmental  Law,  and (ii) any of the
following, whether or not included in the foregoing:  polychlorinated biphenyls,
asbestos in any form or condition, urea-formaldehyde, petroleum, including crude
oil or any fraction thereof, natural gas, natural gas liquids, liquified natural
gas,  synthetic  gas  usable  for fuel or  mixtures  thereof,  nuclear  fuels or
materials, chemical wastes, radioactive materials and explosives.

         "HIRED ACTIVE  EMPLOYEES"  has the meaning set forth in Section 10.2 of
this Agreement.

         "HIT CAP" has the meaning set forth in Section  2.2(a)(iii)(A)  of this
Agreement.

         "IM  DIVISION"  has the  meaning  set  forth  in the  Recitals  of this
Agreement.

         "IRS" means the United States Internal Revenue Service.

         "INDEMNIFIED  PARTY" has the  meaning  set forth in Section 9.3 of this
Agreement.

         "INDEMNIFYING  PARTY" has the  meaning set forth in Section 9.3 of this
Agreement.

         "INDEPENDENT   ACCOUNTANTS"  has  the  meaning  set  forth  in  Section
2.2(b)(v) of this Agreement.

         "INJUNCTION"  means any and all  writs,  rulings,  awards,  directives,
injunctions (whether temporary, preliminary or permanent), judgments, decrees or
orders (whether executive, judicial or otherwise) adopted, enacted, implemented,
promulgated,  issued,  entered or deemed applicable by or under the authority of
any Governmental Body.

         "INTELLECTUAL  PROPERTY"  means  any and all  (i)  inventions  (whether
patentable  or  unpatentable  and  whether  or not  reduced  to  practice),  all
improvements   thereto,   and  all  patents,   patent  applications  and  patent
disclosures,  together with all  reissuances,  continuations,  continuations  in
part, revisions, extensions and reexaminations thereof; (ii) trademarks, service
marks,  trade dress,  logos,  trade names,  assumed names and  corporate  names,
together  with  all  translations,  adaptations,  derivations  and  combinations
thereof and including all goodwill associated  therewith,  and all applications,
registrations and renewals in connection  therewith;  (iii) copyrightable works,
all copyrights and all  applications,  registrations  and renewals in connection
therewith;  (iv) mask works and all applications,  registrations and renewals in
connection  therewith;  (v) trade secrets and confidential  business information
(including ideas,



                                       7
<PAGE>


research  and  development,   know-how,  technology,   formulas,   compositions,
processes and techniques,  technical data,  designs,  drawings,  specifications,
customer  and  supplier  lists,  pricing and cost  information  and business and
marketing  plans and  proposals);  (vi) computer  software  (including  data and
related  software  program  documentation  in  computer-readable  and  hard-copy
forms);  (vii) other  intellectual  property and proprietary rights of any kind,
nature or  description,  including  web sites,  web site domain  names and other
e-commerce  assets and  resources  of any kind or nature;  and (viii)  copies of
tangible embodiments thereof (in whatever form or medium).

         "INVESTOR  LETTER" has the meaning set forth in Section  4.2(b) of this
Agreement.

         "KNOWLEDGE" means that an individual will be deemed to have "Knowledge"
or "knowledge" (whether or not capitalized) of a particular fact or other matter
if such  individual (i) has or at any time had actual (and not  constructive  or
imputed)  awareness of such fact or other matter, or (ii) should have reasonably
been  expected to have had known in the Ordinary  Course of Business;  PROVIDED,
HOWEVER,  that  Knowledge  by the Company of a  particular  fact or other matter
shall mean the actual (and not constructive or imputed) awareness at any time at
or prior to  Closing of Andrew  Michuda,  Robert  Specht,  David  Magnani,  Arif
Karimjee,  and the  specific  employees  of the Company who are assigned to such
particular fact or other matter.

         "KNOWLEDGE INTENSIVE BUSINESS PROCESSES" are those which require access
to, and management of: (a) unstructured  and dynamic  knowledge and information,
in addition to static, structured data; and (b) tacit information sources, which
relate to  unpublished  information  and knowledge  such as that  available only
through  human-to-human  interaction.  Examples of Knowledge  Intensive Business
Processes include those relating to innovation, product development,  six-sigma,
clinical trials, and mergers and acquisitions.

         "LEASED  REAL ESTATE" has the meaning set forth in Section 3.17 of this
Agreement.

         "LIABILITY"  or  "LIABILITIES"  means  any and all  debts,  liabilities
and/or obligations of any type, nature or description (whether known or unknown,
asserted or unasserted, secured or unsecured, absolute or contingent, accrued or
unaccrued, liquidated or unliquidated and whether due or to become due).

         "LOSS" or  "LOSSES"  has the  meaning  set forth in Section 9.1 of this
Agreement.

         "MATERIAL  ADVERSE  EFFECT" or  "MATERIAL  ADVERSE  CHANGE"  means,  in
connection with any Person, any event,  change,  condition or effect that is, or
could  with  reasonable   certainty  be  expected  to  be,  materially  adverse,
individually  or in the  aggregate,  to the condition  (financial or otherwise),
properties,  Assets,  Liabilities,  revenues,  income, business,  operations, or
results of operations of such Person, taken as a whole;  PROVIDED,  HOWEVER, the
foregoing  shall not be deemed to  include  any  event,  change or effect  which
arises with respect to (i) conditions of change that are primarily the result of
the national  economy  whereby the effect or change is generally  universal upon
businesses  as a whole or  within  an  industry  as a whole,  or (ii)  uniformly
applied  legislative  or  judicial  Applicable  Laws or Final  Orders  that have
applicability to consulting businesses generally.

         "MONTHLY  EARN OUT  REPORT(S)"  has the  meaning  set forth in  Section
2.2(a)(iii)(D) of this Agreement.



                                       8
<PAGE>


         "NET CURRENT  LIABILITIES"  has the meaning set forth in Section 2.2(b)
of this Agreement.

         "OPERATING  CONTRACTS" has the meaning set forth in Section  3.16(b) of
this Agreement.

         "ORDINARY COURSE OF BUSINESS" means an action taken by a Person only if
such action is consistent with the past practices of such Person and is taken in
the  ordinary  course  of  the  normal  day-to-day  operations  of  such  Person
(including with respect to quantity and frequency).

         "PERMITS"  means all right,  title and  interest in and to any permits,
licenses, certificates, filings, authorizations,  approvals, or other indicia of
authority (and any pending applications for approval or renewal of a Permit), to
own,  construct,  operate,  sell,  inventory,  disburse or maintain any asset or
conduct any business as issued by any Governmental Body.

         "PERMITTED   ENCUMBRANCES"  means  minor   Encumbrances,   charges  and
imperfections which do not and would not reasonably be expected to, individually
or in the  aggregate  detract from or affect,  in any  material  way, the value,
transfer or use of any Asset, or otherwise  interfere with, in any material way,
the quiet enjoyment of any Asset under any lease or leasehold interest.

         "PERSON" means any  individual,  corporation  (including any non-profit
corporation),   general,  limited  or  limited  liability  partnership,  limited
liability company, joint venture, estate, trust, association,  organization,  or
other entity or Governmental Body.

         "PRE-CLOSING  PERIOD" has the  meaning  set forth in Section  3.9(b) of
this Agreement.

         "PROCEEDING" means any claim, suit, litigation, mediation, arbitration,
hearing,  audit,   investigation  or  other  action  (whether  civil,  criminal,
administrative or investigative) commenced,  brought,  conducted, or heard by or
before, or otherwise involving, any Governmental Body or arbitrator.

         "PURCHASE  PRICE" has the meaning  set forth in Section  2.2(a) of this
Agreement.

         "PURCHASE PRICE ADJUSTMENT" has the meaning set forth in Section 2.2(b)
of this Agreement.

         "PURCHASER"  has the  meaning set forth in the  introductory  paragraph
hereof.

         "PURCHASER  COMPETITIVE  BUSINESS" has the meaning set forth in Section
11.2(b)(i) of this Agreement.

         "PURCHASER  INDEMNIFIED  PARTIES"  has the meaning set forth in Section
9.1 of this Agreement.

         "PURCHASER  NON-COMPETE  PARTIES"  has the meaning set forth in Section
11.2(b)(i) of this Agreement.

         "PURCHASER  PARENT"  has the  meaning  set  forth  in the  introductory
paragraph hereof.



                                       9
<PAGE>


         "PURCHASER   PARENT  STOCK"  has  the  meaning  set  forth  in  Section
2.2(a)(ii) of this Agreement.

         "PURCHASER PARENT SEC REPORTS" has the meaning set forth in Section 4.7
of this Agreement.

         "PURCHASER STOCK  ASSIGNMENT" has the meaning set forth in Section 11.5
of this Agreement.

         "REGISTRATION  STATEMENT"  means  any  registration  statement  of  the
Purchaser  that  covers  any  registered  or  registrable   securities  and  all
amendments and supplements to any such  registration  statement,  including post
effective amendments,  in each case including the prospectus,  all exhibits, and
all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

         "RELATED  PERSON"  or  "RELATED  PERSONS"  means,  with  respect  to  a
particular individual:

                  (i)  each  other  member  of  such  individual's   Family  (as
hereafter defined); and

                  (ii) any  Controlled  Person  of one or more  members  of such
individual's Family.

         With respect to a specified Person other than an individual:

                  (i) any Controlled  Person of such specified  Person (together
          with the "Family" of such Person, if an individual); and

                  (ii) each Person that serves as a director, governor, officer,
          manager,  general  partner,  executor  or trustee  (together  with the
          "Family" of such Person,  if an individual)  of such specified  Person
          (or in a similar  capacity).  For  purposes  of this  definition,  the
          "FAMILY"  of an  individual  includes  (A)  such  individual,  (B) the
          individual's  spouse,  (C) any lineal ancestor or lineal descendant of
          the  individual,  or  (D) a  trust  for  the  benefit  of  any  of the
          foregoing.

         "RENEWAL   PERCENTAGE"   has  the   meaning   set   forth  in   Section
2.2(a)(iii)(B) of this Agreement.

         "RENEWAL  REVENUE" has the meaning set forth in Section  2.2(a)(iii)(B)
of this Agreement.

         "RENEWAL  SUBSCRIPTION  CONTRACTS" has the meaning set forth in Section
2.2(a)(iii)(B) of this Agreement.

         "RESPONSE  PERIOD" has the meaning set forth in Section  2.2(b)(iv)  of
this Agreement.

         "SCHEDULES" has the meaning set forth in the introductory  paragraph to
Article 3 of this Agreement.



                                       10
<PAGE>


         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to  time,  or any  successor  statute,  and the  rules  and  regulations  of the
Commission promulgated thereunder.

         "SUPPLEMENT"  has the  meaning  set  forth  in  Section  13.21  of this
Agreement.

         "TAX" or "TAXES"  means any and all net  income,  gross  income,  gross
revenue, gross receipts, net receipts, ad valorem, franchise, profits, transfer,
sales,  use, social security,  employment,  unemployment,  disability,  license,
withholding,   payroll,  privilege,   excise,  value-added,   severance,  stamp,
occupation,   property,   customs,  duties,  real  estate  and/or  other  taxes,
assessments,  levies,  fees or  charges  of any kind  whatsoever  imposed by any
Governmental Body, together with any interest or penalty relating thereto.

         "TAX RETURN" or "TAX RETURNS"  means any return,  declaration,  report,
claim  for  refund  or  information  return  or  statement  relating  to  Taxes,
including, without limitation, any schedule or attachment thereto, any amendment
thereof, and any estimated report or statement.

         "THIRD PARTY" means a person not a party to this  Agreement,  excluding
any Related Person.

         "THREATENED" means that a claim, Proceeding,  dispute, action, or other
matter will be deemed to have been  "Threatened"  if any demand or statement has
been made in  writing,  or any notice has been  given  orally  that would lead a
reasonably  prudent Person to conclude that such a claim,  Proceeding,  dispute,
action,  or  other  matter  will,  with  substantial  certainty,   be  asserted,
commenced, taken or otherwise pursued in the future; PROVIDED, HOWEVER, that the
foregoing shall not include  customer billing disputes in the Ordinary Course of
Business.

         "TRANSACTIONAL  EXPENSES" has the meaning set forth in Section 13.10 of
this Agreement.

         "TRANSITION  SERVICES  AGREEMENT"  has the meaning set forth in Section
5.19 of this Agreement.

         "USE"  means  to   appropriate   any  of  the  Company's   Confidential
Information  for the  benefit  of  oneself  or any other  Person  other than the
Company.

         "WARN ACT" has the meaning set forth in Section 10.9 of this Agreement.

                                   ARTICLE 2

                  PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES

2.1  PURCHASE OF ASSETS AND  ASSUMPTION  OF  LIABILITIES.  In reliance  upon the
representations,  warranties and covenants contained in this Agreement as of the
date hereof and on the Closing Date, (i) the Purchaser  agrees to purchase,  and
the Company  agrees to sell,  the Assets (as  defined  below) of the IM Division
from  the  Company,  and  (ii)  the  Purchaser  agrees  to  assume  the  Assumed
Liabilities of the IM Division (as defined below), in each case on the terms and
conditions  set  forth  in  this  Agreement.  The  sale,  transfer,  conveyance,
assignment  and delivery of the Assets by the Company  shall convey (x) good and
valid title to the Assets that are  tangible  assets,  (y) all of the  Company's
interests in and to the Assets that are intangible assets,



                                       11
<PAGE>


and (z) good and valid  title to the Assets that are,  and all of the  Company's
interests in and to the Assets that are, mixed assets, free and clear of any and
all  Encumbrances,   except  for  the  Assumed  Liabilities  and  the  Permitted
Encumbrances.

         (a)       ASSETS.

                  (i) ASSETS. On the Closing Date, and subject to the provisions
         of Section  2.1(c)  below,  the Purchaser  will purchase or assume,  as
         applicable,  all right,  title and interest in and to all of the assets
         of the Company,  other than the Excluded Assets,  which are related to,
         used,  necessary  or useful in the conduct of the  Business as the same
         shall exist on the Closing  Date,  including but not limited to (A) the
         accounts receivable set forth on SCHEDULE 2.1(a)(i)(A), (B) the prepaid
         assets (excluding prepaid insurance) and expenses set forth on SCHEDULE
         2.1(a)(i)(B),  (C) the property,  equipment and other tangible personal
         property of the IM Division set forth on SCHEDULE 2.1(a)(i)(C), (D) the
         Business Intellectual Property and other intangible assets necessary or
         useful  in  the  operation  of  the  Business  set  forth  on  SCHEDULE
         2.1(a)(i)(D)  (which  excludes  the  Intellectual  Property  of the BPS
         Division),  (E) the  Permits  relating  to the  Business  to the extent
         transferable  set forth on  SCHEDULE  2.1(a)(i)(E),  (F) the rights and
         benefits of and under all of the  Company's  Operating  Contracts of or
         for the IM Division,  including work-in-process and sales pipeline, set
         forth on SCHEDULE  2.1(a)(i)(F),  (G) the documents,  books and records
         (financial or otherwise) which are not Excluded Assets and which relate
         to the  Business,  whether in tangible or  intangible  form,  including
         ledgers,  files,   correspondence,   lists,  human  resource  policies,
         procedures manuals and the like,  creative  materials,  advertising and
         promotional materials,  studies,  reports and other printed, written or
         electronic  materials,  (H)  all  sales,  promotion,  advertising,  and
         marketing materials of whatever form or nature owned or licensed by the
         Company  relating  to the  Business  or the  Assets,  (I) all  goodwill
         associated  with the IM Division  of the Company and all other  rights,
         properties,  and assets of any kind or character  whatsoever  which are
         owned by the Company which are not "Excluded Assets," (J) the corporate
         names "Teltech,"  "Teltech  Resources" or a similar  interaction of the
         use of the  word  "Teltech,"  (K)  the  internet  names  and  addresses
         "Teltech.com"  and  "Intota.com," and (L) employee records of the Hired
         Active  Employees,  if such employees  provide  written consent for the
         transfer  of  such   records  in   accordance   with   Applicable   Law
         (collectively,  the  "ASSETS"),  together  with  all of  the  Company's
         rights,  claims or causes of action of the Company of whatever  nature,
         contingent,  or otherwise against Third Parties specifically and solely
         relating  to the Assets or the  Business  arising  out of  transactions
         occurring  prior to the Closing Date. The foregoing  Schedules shall be
         delivered  as of the date of this  Agreement  and shall be updated (but
         NOT subject to the  Supplementation  ---  provisions  of Section  13.21
         hereof) to and delivered by the Company on the Closing Date.

                  (ii) EXCLUDED ASSETS. Notwithstanding anything to the contrary
         contained in Section 2.1(a) of this Agreement,  the following assets of
         the  Company  are  not  part  of the  sale  and  purchase  contemplated
         hereunder, are



                                       12
<PAGE>


         excluded  from the  Assets,  shall  remain the  property of the Company
         after  the  Closing  and  shall  not be  purchased  or  assumed  by the
         Purchaser  (collectively,  the  "EXCLUDED  ASSETS"):  (A) cash and cash
         equivalents,  (B) all property and assets of the BPS Division that were
         not historically  used or required,  in any material  respect,  for the
         Business,  including  (aa) accounts  receivable of the BPS Division and
         accounts receivable of the Company not associated with the IM Division,
         (bb)  property,   plant  and  equipment  and  other  tangible  personal
         property,  (cc)  Intellectual  Property  and  other  intangible  assets
         necessary  or  useful  in the  operation  of  the  Company  or the  BPS
         Division,  (dd)  Permits  of the  Company,  excluding  those  of the IM
         Division,  (ee) the  rights  and  benefits  of and under all  Operating
         Contracts, (ff) the documents, books and records of the Company and the
         BPS Division in any form and which are not wholly  associated  with the
         IM Division,  (C) deferred income Taxes and credits of the Company, (D)
         prepaid assets  associated with the BPS Division,  including  insurance
         and all rights in and  ownership of insurance  policies of the Company,
         (E) any claims and actions by the  Company  against  the  officers  and
         directors of the Company, (F) any non-transferable  Permits and Permits
         associated  with the BPS Division  that were not  historically  used or
         required  (excluding general business licenses of the Company),  in any
         material  respect,  for the  Business,  (G) all  Benefit  Plans  of the
         Company,  (H) the Company's Tax returns and financial  statements,  and
         associated  workpapers,  and all claims for  refunds of Taxes and other
         fees and  charges  of a  Governmental  Body,  (I) any shares of capital
         stock of the  Company,  (J) the  corporate  charter  and other  similar
         records of the Company,  (K) the  Company's  qualifications  to conduct
         business,  arrangements  with  registered  agents,  taxpayer  and other
         identification  numbers, seals, minute books, stock transfer books, and
         other documents relating to the organization, maintenance and existence
         of the Company,  (L) all corporate names of the Company (other than the
         corporate names "Teltech,"  "Teltech  Resources" or a similar iteration
         of the use of the  name  "Teltech"),  telephone,  telex  and  telephone
         facsimile  numbers and other directory  listings and internet and other
         electronic  addresses (other than "Teltech.com" and "Intota.com"),  (M)
         all sales, promotion,  advertising, and marketing materials of whatever
         form or nature  owned or licensed by or to the Company  relating to the
         BPS Division or the Company generally,  but excluding such that relates
         to the  Business,  (N) all goodwill of the Company,  including  the BPS
         Division,  that is not the goodwill of the IM Division, (O) those other
         assets listed on SCHEDULE 2.1(a)(ii), and (P) any rights of the Company
         under this Agreement and the Ancillary Documents.

         (b)      LIABILITIES.

                  (i) ASSUMED  LIABILITIES.  On the Closing Date, subject to the
         terms and conditions hereof, the Purchaser will assume, be obligated to
         pay, perform and/or discharge only the following  Liabilities of the IM
         Division of the Company  arising or accruing on or prior to the Closing
         Date: (A) trade  accounts  payable  incurred in the Ordinary  Course of
         Business and accrued and other current operating  Liabilities reflected
         on the  Closing  Balance  Sheet,  (B) the  obligations  of the  Company
         arising  from the IM  Division  under the  Operating  Contracts  in the



                                       13
<PAGE>


         Ordinary  Course  of  Business,  except  for any  breach,  defaults  or
         non-current  amounts  owing  under or arising  or  occurring  from,  in
         connection with, or pursuant to such Operating Contracts on or prior to
         the Closing Date,  (C) the  obligations of the Company under any Permit
         relating to the Business  transferred  to the Purchaser as set forth on
         SCHEDULE  2.1(a)(i)(E),  (D) obligations  associated with the amount of
         deferred  revenue of the Business  reflected  on SCHEDULE  2.1(b)(i)(D)
         that  were  incurred  in the  Ordinary  Course  of  Business,  and  (E)
         obligations  associated with employees of the Company who will be hired
         by the Purchaser,  including  vacation and personal time off accrued to
         and  through  the date of Closing to the extent  reflected  on SCHEDULE
         2.1(b)(i)(E) and the Closing Balance Sheet; PROVIDED, HOWEVER, that the
         Assumed   Liabilities  shall  not  include  the  Excluded   Liabilities
         (collectively,  the "ASSUMED  LIABILITIES").  The Closing Balance Sheet
         shall be prepared in accordance with Section 2.2(b) below.

                  (ii) EXCLUDED  LIABILITIES.  The Purchaser expressly does not,
         and shall not,  assume,  be deemed to assume,  or be  obligated to pay,
         perform or otherwise  discharge  any  Liabilities  of the Company other
         than the  Assumed  Liabilities  which shall be set forth on the Closing
         Balance Sheet, including any Liability arising from, in connection with
         or  incident  to  (A)  any  Liability  of the  BPS  Division,  (B)  any
         Transactional  Expenses  paid  by or  relating  to the  Company  or the
         Company Parent,  including those set forth in Section 13.10 hereof, (C)
         any income Tax  Liability of the Company or any former  shareholder  of
         the Company,  (D) any Tax Liability of or incurred by the Company,  any
         Related Person or Third Party, or the Assets which has as its basis any
         event, act, occurrence or omission on or before the Closing Date unless
         related to the IM Division and reflected on the Closing  Balance Sheet,
         (E) any Taxes,  fees or penalties  as  described in Section  11.7(a) of
         this  Agreement,  (F) any  Liability  arising  from,  incident to or in
         connection  with  an  Excluded  Asset,  (G) any  Liability  owed to any
         Related  Person or Affiliate of the Company,  whether or not arising in
         the Ordinary Course of Business,  except for the amounts owed for goods
         or services to Sopheon  GmbH (which  amounts  shall for all purposes be
         considered  to be incurred in the Ordinary  Course of  Business)  which
         shall be reflected by the Auditor on the Closing Balance Sheet, (H) any
         breach,  defaults,  or violations  of  Applicable  Law which has as its
         basis any event, act,  occurrence or omission prior to the Closing Date
         or non-current amounts owing under the Operating  Contracts,  (I) other
         than salary,  wages,  vacation,  personal  time off and the  associated
         employment  related  Taxes  thereto  which  shall  be set  forth on the
         Closing  Balance  Sheet,  claims by current or former  employees of the
         Company which arise prior to the Closing,  (J) any Proceeding having as
         its basis any event,  act,  occurrence or omission prior to the Closing
         Date and which is not disclosed in SCHEDULE 3.7 of this Agreement,  (K)
         any  Liability  for any Benefit  Plan  contribution,  including  401(k)
         matching contributions, (L) bonus payments due to the Company employees
         of the IM  Division,  and (M)  final  salary  and  wage  payments,  and
         associated  withholdings and Tax obligations to and through the date of
         Closing (collectively, the "EXCLUDED LIABILITIES").



                                       14
<PAGE>


                  (c) EQUITABLE  PRINCIPLES  FOR ALLOCATION OF SHARED ASSETS AND
         CORRESPONDING LICENSES. The parties acknowledge and agree that (i) each
         will make a good faith effort to properly  allocate the  properties and
         assets of the Company  between the Company and the Business in order to
         provide the  benefits  and conform to the intent of the  transaction(s)
         described in this Agreement,  and (ii) there are certain properties and
         assets of the Company that are utilized both by the IM Division and the
         BPS Division which must be equitably  allocated to the Purchaser or the
         Company and licensed to the other non-owner party (either the Purchaser
         or the  Company).  The  basis  of  allocation  of  ownership  shall  be
         determined  primarily by the frequency,  volume and necessity of use to
         either the Company or the Business. Generally, the greater necessity of
         ownership  when   considered  in  combination  of  these  factors  will
         determine the ownership  allocation of the asset, and therefore,  also,
         the party to be licensed.

         2.2      PURCHASE PRICE.

                  (a) PURCHASE  PRICE.  The  purchase  price for the Assets (the
         "PURCHASE  PRICE")  shall be a maximum of Three  Million  Four  Hundred
         Fifty  Thousand  Dollars  ($3,450,000),  which  shall be  remitted,  or
         payable in the case of the Earn Out, as follows:

                           (i)  $3,000,000,  less  the  amount  of  any  advance
                  payment previously remitted to the Company by the Purchaser or
                  the  Purchaser  Parent,  shall paid to the  Company in cash by
                  wire transfer of immediately  available  funds at and upon the
                  Closing by the Purchaser (the "CLOSING CASH PAYMENT");

                           (ii) Duly authorized and non-assessable  unregistered
                  shares of common stock of the Purchaser Parent (the "PURCHASER
                  PARENT  STOCK")  with a value of  $50,000  (as  determined  in
                  accordance with the following paragraph) shall be delivered to
                  the escrow agent  ("ESCROW  AGENT") at and upon the Closing by
                  the  Purchaser  Parent  and  shall  be  held  and  distributed
                  pursuant to the  provisions of the escrow  agreement set forth
                  as EXHIBIT A to this Agreement (the "ESCROW  AGREEMENT").  The
                  Purchaser Parent Stock held by the Escrow Agent, together with
                  the Company Parent  Shares,  described in Section 11.5 of this
                  Agreement, may be referred to herein as the "ESCROW FUND."

                           The Purchaser  Parent Stock shall be delivered to the
                  Escrow Agent,  and shall be held and  distributed  pursuant to
                  the provisions of the Escrow  Agreement.  The number of shares
                  of the  Purchaser  Parent  Stock to be issued  to the  Company
                  shall be determined by the following formula: Dollar amount of
                  the Purchase  Price to be paid in the  Purchaser  Parent Stock
                  DIVIDED by the "Average  Closing Price." The "AVERAGE  CLOSING
                  PRICE"  shall be  determined  by the volume  weighted  average
                  reported  closing price of the Purchaser  Parent Stock for the
                  ten (10) trading days  immediately  preceding  the third (3rd)
                  day prior to the Closing Date; and

                           (iii) an amount of up to a maximum  of  $400,000  may
                  become  payable  by the  Purchaser  to the  Company if certain
                  customer  subscription  renewal goals, as set forth below, are
                  attained  (the "EARN OUT" and,  with respect to any amounts



                                       15
<PAGE>


                  to be paid  under  the Earn Out,  collectively,  the "EARN OUT
                  AMOUNTS" or individually an "EARN OUT AMOUNT"):

                                    (A) The Earn Out, or a portion thereof,  may
                           be earned in accordance with this Section 2.2(a)(iii)
                           by the  Company  in the  event  that (i)  during  the
                           period from July 1, 2003 through and  including  June
                           30, 2004,  customers of the Company with subscription
                           contracts   for  the  Company's   services   renew  a
                           subscription  contract  that has an end date  between
                           July 1, 2003,  through  and  including  December  31,
                           2003,   provided   that  any   subscription   renewal
                           contracts to be  considered as a renewal for purposes
                           of the Earn Out must have a subscription period start
                           date  within  ninety  (90) days after the  expiration
                           date of the applicable subscription contracts, and/or
                           (ii)  subscription  customers  of the Company  with a
                           subscription  contract  expiring  at any  time  after
                           December  31,  2003,  fully  utilize or "HIT CAP" the
                           value of the services  allowed under the subscription
                           contract  before the expiration of such  subscription
                           contract  during the period between July 1, 2003, and
                           December  31,  2003,  and  renew  such   subscription
                           contract  during the period between July 1, 2003, and
                           June 30, 2004; PROVIDED,  HOWEVER,  that the original
                           subscription   value  of  such   renewed   "HIT  CAP"
                           contracts   (prior  to   renewal)  is  added  to  the
                           denominator  for purposes of calculating  the Renewal
                           Percentage described in Section 2.2(a)(iii)(B) below.

                                    (B)  SCHEDULE  2.2(a)(iii)(B)  sets  forth a
                           complete and accurate a list of customer subscription
                           contracts  that are due to expire  during  the period
                           commencing  on July 1, 2003,  and ending at the close
                           of business  on December  31,  2003,  (the  "EXPIRING
                           SUBSCRIPTION  CONTRACTS")  and the  aggregate  dollar
                           amount   of   the   services   under   the   Expiring
                           Subscription   Contract(s)  (the  "EXPIRING  CONTRACT
                           REVENUE").   The  Expiring   Subscription   Contracts
                           exclude  contracts that were originally due to expire
                           between July 1, 2003 and December 31, 2003, but which
                           Hit-Cap  prior  to June 30,  2003 and were  therefore
                           considered  part of renewals for prior  periods.  The
                           denominator  used to determine the "RENEWAL  REVENUE"
                           (as defined below) as a percentage of revenue arising
                           from  renewed  Expiring  Subscription  Contracts  and
                           renewed Hit-Cap subscription  contracts (the "RENEWAL
                           PERCENTAGE")  shall be the Expiring  Contract Revenue
                           plus the original subscription value of any contracts
                           originally scheduled to expire subsequent to December
                           31, 2003,  that Hit-Cap and are renewed  between July
                           1, 2003 and December 31, 2003.  The numerator used to
                           determine  the  Renewal   Percentage   shall  be  the
                           aggregate of the face amounts of the contract  values
                           set forth in all such renewed  customer  subscription
                           contracts   (whether  such  renewal  arises  from  an
                           Expiring  Subscription  Contract  or from a "Hit Cap"
                           subscription contract),  (collectively,  the "RENEWAL
                           SUBSCRIPTION  CONTRACTS",  and the aggregate  revenue
                           therefrom the "RENEWAL REVENUE").



                                       16
<PAGE>


                                    (C) All Renewal Subscription Contracts shall
                           be valued hereunder by the dollar amount set forth in
                           the applicable Renewal Subscription  Contract. In the
                           event that as of, or at any time after,  December 31,
                           2003,  the Renewal  Percentage  reaches the  required
                           Renewal  Percentage,  in the aggregate,  as set forth
                           below,  all or a portion of the Earn Out will be owed
                           by the  Purchaser  and  remitted  to the  Company  in
                           accordance with Section 2.2(a)(iii)(E) below:

                           -----------------------------------------------------
                                    Renewal Percentage      Cumulative Earn Out
                                                                   Amount
                           -----------------------------------------------------
                           80% or more, but less than 90%         $200,000
                           -----------------------------------------------------
                           90% or more, but less than  100%       $300,000
                           -----------------------------------------------------
                           100% or more                           $400,000
                           -----------------------------------------------------

                                    (D) Within thirty (30) days after the end of
                           each month after the Closing,  through June 30, 2004,
                           commencing  with July 31, 2003,  the Purchaser  shall
                           provide to the Company a monthly report (the "MONTHLY
                           EARN  OUT   REPORT(S)")   of   Renewal   Subscription
                           Contracts which shall, at a minimum,  contain (i) the
                           customer  identity  of  each  Expiring   Subscription
                           Contract and the date of expiration,  (ii) the dollar
                           value of each Expiring Subscription  Contract,  and a
                           total  amount of the  dollar  values of the  Expiring
                           Subscription Contracts,  (iii) a corresponding dollar
                           value of each Renewal  Subscription  Contract and the
                           date, or if not yet renewed the anticipated  date, of
                           such  renewal,  if any, (iv) the dollar value of each
                           renewal  of  any  "Hit  Cap"  subscription   contract
                           together with the original subscription value of that
                           contract,  (v)  an  aggregate  running  total  of the
                           dollar  value  of the  Renewal  Revenue,  and  (vi) a
                           calculation  of  the  Renewal   Percentage  for  each
                           subject  month and,  cumulatively,  for all months to
                           date.

                                    (E) In the event  that as of, or at any time
                           after,   December  31,  2003  the  aggregate  Renewal
                           Percentage  equals or  exceeds  (i) 80% but less than
                           90%, the Purchaser shall  concurrently remit with the
                           delivery of that month's  monthly report an amount of
                           $200,000,  (ii) 90% but less than 100%, the Purchaser
                           shall  concurrently  remit with the  delivery of that
                           month's  monthly  report an amount of $300,000,  less
                           any  Earn  Out  Amount(s)   previously  paid  to  the
                           Company,  or (iii) 100% or more, the Purchaser  shall
                           concurrently  remit with the delivery of that month's
                           monthly  report an amount of $400,000,  less any Earn
                           Out Amount(s) previously paid to the Company.

                                    (F) Upon and after  receipt  of any  Monthly
                           Earn Out Report by the  Company,  the  Company  shall
                           have the right to review  the  Purchaser's  books and
                           records  that it  reasonably  deems  necessary to (x)
                           document and



                                       17
<PAGE>


                           prove   the   accuracy,   completeness   and   proper
                           calculation of the Monthly Earn Out Report(s) on both
                           a monthly and  cumulative  basis,  and/or (y) dispute
                           the  accuracy of any Monthly  Earn Out Report and the
                           data  underlying  such report  (including  cumulative
                           figures).

                                    (G) The  Purchaser  shall  make  good  faith
                           efforts to renew the customer subscription  contracts
                           as   "subscription"   arrangements,   as  opposed  to
                           "transactional"  arrangements. In the event, however,
                           that some of the customer subscription  contracts are
                           converted to transactional arrangements,  the parties
                           shall   equitably   determine  how  such   continuing
                           business with the subject  customer will be accounted
                           for in calculation of the Earn Out. In addition,  the
                           Purchaser   shall  not  be  obligated  to  renew  any
                           customer subscription  contract if the Purchaser,  in
                           good faith,  determines  such  customer  represents a
                           material  credit risk.  In such cases,  if any,  such
                           customer subscription contracts shall be removed from
                           both the  numerator and  denominator  for purposes of
                           determining the Renewal Percentage.

                  (b) PURCHASE  PRICE  ADJUSTMENT.  The  Purchase  Price will be
         adjusted (the "PURCHASE PRICE  ADJUSTMENT"),  if at all, for the amount
         by which the Net Current Liabilities (as defined below) of the Business
         are  not  equal  to  $2.125  million  (the   "GUARANTEED   NET  CURRENT
         LIABILITIES"). For example, if (x) the Net Current Liabilities are $2.5
         million,  then the Net Current  Liabilities are deemed greater than the
         Guaranteed  Net Current  Liabilities,  and (y)  conversely,  if the Net
         Current Liabilities are $1.5 million,  then the Net Current Liabilities
         are less than the Guaranteed Net Current Liabilities.

                  An estimated  amount of the  Purchase  Price  Adjustment  (the
         "ESTIMATED PURCHASE PRICE ADJUSTMENT") will be determined by the mutual
         agreement  of the  parties on the  Closing  Date and shall be a Closing
         document  to  this  transaction.   If  the  Estimated   Purchase  Price
         Adjustment   shows  a  calculation   that  the  estimated  Net  Current
         Liabilities of the Business (the  "ESTIMATED NET CURRENT  LIABILITIES")
         on the  Closing  Date to be greater  than the  Guaranteed  Net  Current
         Liabilities,  then the Closing Cash Payment and the Purchase Price will
         be reduced  by the amount of the  difference.  The  Estimated  Purchase
         Price  Adjustment  will be reconciled to the Purchase Price  Adjustment
         after the Closing Date in  accordance  with the further  provisions  of
         this Section 2.2(b).

                  "NET CURRENT  LIABILITIES"  shall mean the difference  between
         the current Assets of the Business and the current Assumed  Liabilities
         of the Business computed in accordance with GAAP  consistently  applied
         by the Company in the Financial Statements.

                           (i) Promptly  following the Closing Date,  but in any
                  event not later than the one-hundred five (105) days after the
                  Closing  Date,  the Company  shall  cause to be  prepared  and
                  delivered  to the  Purchaser  a  certification  (the  "CLOSING
                  CERTIFICATE")  prepared  by Ernst & Young,  LLP or such  other
                  independent   certified  public  accountant  selected  by  the
                  Company  (the  "AUDITOR").   The  Closing   Certificate  shall
                  include:



                                       18
<PAGE>


                                    (A) A closing  balance sheet of the Business
                           on the Closing  Date (the  "CLOSING  BALANCE  SHEET")
                           prepared in accordance with Section 2.2(b)(iii);

                                    (B) A calculation  and comparison of the (x)
                           the Estimated Purchase Price Adjustment,  and (y) the
                           Purchase Price Adjustment. In the event that:

                                             (x) the  Estimated  Purchase  Price
                                    Adjustment  is a  greater  number  than  the
                                    Purchase  Price  Adjustment,  the  Purchaser
                                    shall pay the difference to the Company; and

                                             (y) the  Estimated  Purchase  Price
                                    Adjustment  is of a smaller  magnitude  than
                                    the   Purchase   Price    Adjustment,    the
                                    difference  shall be paid by the  Company to
                                    the Purchaser;  PROVIDED,  HOWEVER, that the
                                    Purchaser  shall first make a claim  against
                                    the  Escrow  Fund for the  amount due to the
                                    Purchaser  to the  extent  of fifty  percent
                                    (50%) of the  original  amount of the Escrow
                                    Fund and, if that  amount is not  sufficient
                                    to  satisfy  the  Purchaser's   claim,   the
                                    Purchaser  shall  have the right to have the
                                    remainder  paid  directly by the Company and
                                    the Company Parent or through a claim by the
                                    Purchaser   against  the  remainder  of  the
                                    Escrow Fund.

                           In  illustration  of the foregoing,  in the event the
                           Estimated   Purchase  Price  Adjustment  reduced  the
                           Purchase  Price paid at the  Closing in the amount of
                           $100,000, and the Purchase Price Adjustment shows Net
                           Current  Liabilities  of less than the Guaranteed Net
                           Current  Liabilities in the amount of $200,000,  then
                           the  Company  would  be paid an  additional  $300,000
                           ($100,000  deducted  plus $200,000 for the savings of
                           Net Current Liabilities).

                           The  amount  referenced  in  Section  2.2(b)(i)(B)(x)
                           above, if any, shall be summarized and computed as an
                           amount due to the Company, with interest thereon. The
                           amount referenced in Section  2.2(b)(i)(B)(y)  above,
                           if any, shall be summarized and computed as an amount
                           due to the Purchaser, with interest thereon. Interest
                           shall  be  computed  in   accordance   with   Section
                           2.2(b)(vi) below.

                                    (C) Copies of all  supplementary  documents,
                           work papers,  and other data  relating to the Closing
                           Certificate; and

                                    (D) Such other supplementary evidence as the
                           Purchaser  may  require  either  prior  to  or  after
                           delivery of the Closing Certificate.

                           (ii)  In  connection  with  the  preparation  of  the
                  Closing  Balance Sheet and all other matters arising under the
                  Closing  Certificate,  each of the  Purchaser  and the Company
                  shall  afford the other and their  respective  representatives
                  complete   access  to  the  books,   records,   personnel  and
                  facilities of or pertaining to



                                       19
<PAGE>


                  the Business to permit the Auditor to review such  information
                  as is necessary  or  desirable to prepare the Closing  Balance
                  Sheet and all other statements and documentation arising under
                  the Closing Certificate.

                           (iii) The Closing  Balance  Sheet shall  consist of a
                  special procedures report of the Auditor, based on the balance
                  sheet  of the  Business  as of the  close of  business  on the
                  Closing Date (the "CLOSING  BALANCE SHEET DATE") in accordance
                  with  the  accounting   principles  and  methods  consistently
                  applied  by  the  Company  in  connection  with  the  Business
                  (including  any change in  accounting  methods  or  principles
                  disclosed in any Schedule or  Supplement)  as set forth in the
                  Financial   Statements,   whether   or  not  such   accounting
                  principles  are in conformity  with GAAP,  and without  giving
                  effect to the  consummation of the  transactions  contemplated
                  hereby;  PROVIDED,  HOWEVER,  that the Closing  Balance  Sheet
                  shall be subject to and  prepared  in strict  conformity  with
                  year-end accrual and estimation  practices of the Company used
                  for  the   Financial   Statements,   such  that  all  pro-rata
                  adjustments,   accruals,  reserves,   allowances  and  similar
                  year-end  adjustments  are  prepared  for and  included in the
                  Closing  Balance Sheet,  treating the Closing Balance Sheet as
                  the Company's year-end statement for the Business. The expense
                  of the preparation of the Closing Balance Sheet by the Auditor
                  shall be borne by the Company.  The parties hereby acknowledge
                  and agree,  and the Auditor is  directed to act in  accordance
                  with the parties' agreement,  that regardless of whether it is
                  otherwise required by GAAP, or whether it is inconsistent with
                  the past  accounting  practices  of the  Company,  the Closing
                  Balance  Sheet shall not contain  payments or accruals for (i)
                  the  fees,   costs  and/or   expenses   associated   with  any
                  Transactional   Expenses  arising  from,  incident  to  or  in
                  connection   with  the   transactions   contemplated  by  this
                  Agreement, (ii) any Excluded Assets, and/or (iii) any Excluded
                  Liabilities.

                           (iv)  If the  Purchaser  concludes  that  any  matter
                  reported  in the  Closing  Certificate  is not  accurate,  the
                  Purchaser  shall,  within forty (40) days after its receipt of
                  the Closing  Certificate (the "RESPONSE  PERIOD"),  deliver to
                  the  Company  a written  statement  setting  forth a  specific
                  description  of  each  of  its  objections  and  each  of  any
                  discrepancies believed to exist. The Company shall deliver any
                  further supplemental documentation upon written request by the
                  Purchaser  within  five (5)  business  days of  receipt of the
                  Purchaser's written request. If no notice of any objections or
                  discrepancies  is given within the Response  Period,  then the
                  calculations  set forth in the  Closing  Certificate  shall be
                  controlling  for  all  purposes  of  this  Agreement,  and the
                  Purchaser shall remit the amount to be paid in accordance with
                  the Closing Certificate and pursuant to Section 2.2(vi) below.

                           (v) The  Purchaser  and the  Company  shall  use good
                  faith  efforts  to  jointly   resolve  the  properly   noticed
                  objections and  discrepancies  within fifteen (15) days of the
                  receipt  of  the   written   statement   of   objections   and
                  discrepancies,  which resolution,  if achieved, shall be fully
                  and completely  binding upon all parties to this Agreement and
                  not  subject  to further  review,  appeal or  dispute.  If the
                  Purchaser and the Company are unable to resolve the objections
                  and



                                       20
<PAGE>


                  discrepancies to their mutual satisfaction within such fifteen
                  (15) day  period,  then the  matter  shall be  submitted  to a
                  mutually  acceptable  accounting  firm of national  reputation
                  (the  "INDEPENDENT  ACCOUNTANTS").  In submitting a dispute to
                  the  Independent  Accountants,   each  of  the  parties  shall
                  concurrently  furnish,  at its own expense to the  Independent
                  Accountants and the other party such documents and information
                  as the  Independent  Accountants  may request.  Each party may
                  also  furnish  to  the  Independent   Accountants  such  other
                  information  and  documents  as it  deems  relevant,  with the
                  appropriate  copies and notification  being concurrently given
                  to the other  party.  Neither  party shall have or conduct any
                  communication,  either written or oral,  with the  Independent
                  Accountants  without the other party either  being  present or
                  receiving a concurrent copy of any written communication.  The
                  Independent  Accountants  may conduct a conference  concerning
                  the objections and  discrepancies  between the Company and the
                  Purchaser, at which conference each party shall have the right
                  to (i) present its  documents,  materials  and other  evidence
                  (previously  provided to the  Independent  Accountants and the
                  other party),  and (ii) to have present its or their advisors,
                  accountants and/or counsel. The Independent  Accountants shall
                  promptly  (but no later than thirty (30) days from the date of
                  engagement of the Independent  Accountants)  render a decision
                  on the issues  presented,  which  decision  shall be final and
                  binding on the parties.

                           (vi)  Within five (5) days of the earlier to occur of
                  (i) any  failure to object to the Closing  Certificate  within
                  the  Response  Period,  or  (ii)  receipt  of the  Independent
                  Accountants'  decision  with respect to such  dispute,  if the
                  Purchaser is determined  to owe an amount to the Company,  the
                  Purchaser  shall pay such  amount to the  Company,  and if the
                  Company is determined to owe an amount to the Purchaser,  such
                  amount shall be paid to the Purchaser. All amounts owed by the
                  Purchaser or the Company to the other in accordance  with this
                  Section  2.2(b) shall be paid by  certified or bank  cashier's
                  check or by wire transfer of immediately  available funds with
                  interest  computed  thereon from the Closing Date at the prime
                  rate charged on the date the payment  becomes due by U.S. Bank
                  National Association, Minneapolis, Minnesota.

         2.3      CLOSING AND CLOSING DELIVERIES.

                  (a) CLOSING AND CLOSING DATE.  Subject to the  satisfaction or
         waiver of the  conditions  precedent  contained  in Articles 6, 7 and 8
         hereof, the closing of the transactions  contemplated by this Agreement
         (the "CLOSING") shall be simultaneously held via facsimile transmission
         of the  document  signature  pages at 10:00 a.m. on July 1, 2003 at the
         offices of Briggs and Morgan,  Professional  Association,  Minneapolis,
         Minnesota, and counsel to the Purchaser and the Purchaser Parent, Kane,
         Kessler,  P.C.  or such other  date,  location  or time as is  mutually
         agreeable to the parties. The Closing will be effective as of the close
         of business on such day. Such date is referred to in this  Agreement as
         the "CLOSING DATE."



                                       21
<PAGE>


                  (b) DOCUMENTS TO BE DELIVERED BY THE COMPANY.  At the Closing,
         the Company shall execute, where necessary or appropriate,  and deliver
         to the Purchaser each and all of the following:

                           (i) A  certificate  in the form of  EXHIBIT  B hereto
                  signed by the Company and the Company  Parent  dated as of the
                  Closing  Date,  to the  effect  that the  representations  and
                  warranties  made by the Company and the Company Parent in this
                  Agreement (as modified by the Schedules and any Supplement(s))
                  and  in  any  document,  instrument  and/or  agreement  to  be
                  executed and  delivered  by the Company or the Company  Parent
                  pursuant to this Agreement or the Ancillary Documents are true
                  and  correct at and as of the  Closing and each of the Company
                  and the Company Parent has respectively performed and complied
                  with  all  of  its   respective   covenants,   agreements  and
                  obligations  under this  Agreement or the Ancillary  Documents
                  which are to be performed  and complied with by the Company or
                  the Company Parent at or prior to the Closing;

                           (ii) An Assignment  and  Assumption  Agreement in the
                  form of EXHIBIT C hereto executed by the Company;

                           (iii) A Bill of Sale in the form of  EXHIBIT D hereto
                  executed by the Company;

                           (iv)  Assignments  for the  transfer of the  Business
                  Intellectual   Property,    including   recordable   trademark
                  assignments  suitable for filing with the United States Patent
                  and Trademark Office;

                           (v) A copy of the  duly  adopted  resolutions  of the
                  Board of Directors  of the Company  certified by an officer of
                  the Company  approving  this  Agreement  and  authorizing  the
                  execution  and  delivery  of this  Agreement  by the  Company,
                  including  the  documents,  instruments  and  agreements to be
                  executed and/or delivered by the Company pursuant hereto,  and
                  the consummation of the transactions  contemplated  hereby and
                  thereby;

                           (vi) A  certificate  of an  officer  of  the  Company
                  Parent  that the  transactions  contemplated  hereby have been
                  duly  authorized  for  execution  and  delivery by the Company
                  Parent by all appropriate corporate or other actions;

                           (vii)   Delivery  and   assignment  of  any  and  all
                  documents  relating to Permits of the Business  which by their
                  terms are assignable;

                           (viii) A duly  executed  written  opinion  letter  by
                  counsel  for  the  Company  dated  as  of  the  Closing  Date,
                  addressed to the Purchaser,  as contemplated by Section 7.4 of
                  this Agreement;

                           (ix) The  Company  shall  execute  and deliver to the
                  Purchaser in blank  (without  completing the buyer insert) the
                  assignment  provision  of all  vehicle,  equipment  and  other
                  personal property title certificates (or reasonably acceptable
                  transfer  documentation  which will be accepted by  applicable
                  Governmental



                                       22
<PAGE>


                  Bodies and Third Parties,  where  applicable)  with a detailed
                  list  thereto   (organized  by  the  Company  site   location)
                  describing  (A) the vehicle,  equipment or personal  property,
                  (B) the vehicle, equipment or personal property identification
                  number, and (C) the state issuing the title certificate;

                           (x)  Certificate  of good  standing  for the  Company
                  dated within five (5) days prior to the Closing Date issued by
                  the Secretary of State of Minnesota and foreign  qualification
                  good standing  certificates  for the Company in each state set
                  forth in SCHEDULE 3.1;

                           (xi) All consents approving the transfer of any Asset
                  or the  assumption  of any  Assumed  Liability  set  forth  on
                  SCHEDULE  5.10  (without  charge to the  Purchaser or material
                  change to the terms of the Contract or Permit);

                           (xii) An  Investor  Letter  in the form of  EXHIBIT E
                  relating to the Purchaser Parent Stock;

                           (xiii) The Escrow Agreement;

                           (xiv) The Transition Services Agreement;

                           (xv) The Commercial Agreement;

                           (xvi) UCC-3 partial releases  executed by (i) Silicon
                  Valley  Bank,  the  Company's  secured  lender,  and  (ii) the
                  Company Parent, releasing the Assets from the blanket security
                  agreements covering the assets of the Company;

                           (xvii) The Estimated Purchase Price Adjustment (to be
                  agreed upon by the parties hereto pursuant to Section 2.2(b));
                  and

                           (xviii)  Such  other   documents  and  items  as  are
                  reasonably necessary or appropriate to effect the consummation
                  of  the  transactions  contemplated  hereby  or  which  may be
                  customary under local law.

                  (c)  DOCUMENTS  TO BE  DELIVERED  BY  THE  PURCHASER.  At  the
         Closing,  the Purchaser shall execute,  where necessary or appropriate,
         and deliver each and all of the following:

                           (i) Remittance of the Purchase  Price  (excluding the
                  Earn Out Amounts) pursuant to Section 2.2 hereof;

                           (ii) A  certificate  in the form of  EXHIBIT F hereto
                  signed by duly  authorized  officers of the  Purchaser and the
                  Purchaser Parent,  dated as of the Closing Date, to the effect
                  that  (x)  the  representations  and  warranties  made  by the
                  Purchaser  and the Purchaser  Parent in this  Agreement and in
                  the  Ancillary  Documents to be executed and  delivered by the
                  Purchaser and the Purchaser  Parent pursuant to this Agreement
                  and the Ancillary  Documents are true and correct at and as of
                  the Closing,  and (y) each of the  Purchaser and the Purchaser



                                       23
<PAGE>


                  Parent  has  respectively   performed  and  complied,  in  all
                  material respects,  with all of its covenants,  agreements and
                  obligations  under this Agreement and the Ancillary  Documents
                  which are to be performed  and complied  with by the Purchaser
                  or the Purchaser Parent on or prior to the Closing;

                           (iii) A copy of the duly adopted  resolutions  of the
                  Board of Directors of the Purchaser certified by an officer of
                  the  Purchaser  approving  this  Agreement  and the  Ancillary
                  Documents and  authorizing  the execution and delivery of this
                  Agreement  and the Ancillary  Documents to be executed  and/or
                  delivered  by  the   Purchaser   pursuant   hereto,   and  the
                  consummation  of  the  transactions  contemplated  hereby  and
                  thereby;

                           (iv) A  certificate  of an officer  of the  Purchaser
                  Parent  that the  transactions  contemplated  hereby have been
                  duly  authorized  for  execution and delivery by the Purchaser
                  Parent by all appropriate corporate and other actions.

                           (v) The Assignment and Assumption  Agreement executed
                  by the Purchaser;

                           (vi)  A  duly  executed  written  opinion  letter  by
                  counsel  for the  Purchaser,  dated  as of the  Closing  Date,
                  addressed to the Company,  as  contemplated  by Section 8.3 of
                  this Agreement;

                           (vii) The Escrow Agreement;

                           (viii) The Transition Services Agreement;

                           (ix) The Commercial Agreement;

                           (x) Estimated Purchase Price Adjustment (to be agreed
                  upon by the parties hereto pursuant to Section 2.2(b)); and

                           (xi) Such other documents and items as are reasonably
                  necessary or  appropriate  to effect the  consummation  of the
                  transactions  contemplated  hereby or which  may be  customary
                  under local law.

                                   ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         As an inducement  to the  Purchaser  and the Purchaser  Parent to enter
into this Agreement and to consummate the transactions  contemplated hereby, the
Company hereby represents and warrants to the Purchaser and the Purchaser Parent
that each and all of the following  representations  and warranties (as modified
by the  Schedules  to  this  Agreement  (the  "SCHEDULES")  and  any  Supplement
delivered by the Company or the Company Parent pursuant to Section 13.21 of this
Agreement)  are true and  correct as of the date of this  Agreement  and will be
true and correct as of the Closing Date.  The Schedules are arranged in numbered
paragraphs generally  corresponding to the sections and subsections contained in
this Article 3. Any



                                       24
<PAGE>


disclosure as to one schedule, section or subsection shall not be deemed to be a
disclosure on any other schedule,  section or subsection  unless such disclosure
specifically cross-references such other schedule, section or subsection.

3.1 ORGANIZATION.  The Company is a corporation duly organized, legally existing
and in good standing  under the laws of the state of Minnesota.  The Company has
all requisite power and authority,  corporate and otherwise, to own, operate and
lease its  properties  and assets and to conduct the Business as it is now being
conducted.  As set forth in  SCHEDULE  3.1,  the  Company is duly  qualified  to
transact  business as a foreign  corporation  and is in good standing  under the
laws of every state or jurisdiction  in which the nature of their  activities or
of their properties owned, leased or operated makes such qualification necessary
and in which the failure to be so qualified could reasonably be expected to have
a Material Adverse Effect on the Company.

3.2 CAPITALIZATION.  The authorized capital stock of the Company consists solely
of ten thousand  (10,000) shares of common voting stock,  par value $0.0001,  of
which one (1) share is  issued  and  outstanding  on the date  hereof  and owned
beneficially and of record by the Company Parent.

3.3 DUE AUTHORIZATION. The execution, delivery and performance of this Agreement
and the  Ancillary  Documents  to be executed  and/or  delivered  by the Company
pursuant  to  this  Agreement,   and  the   consummation  of  the   transactions
contemplated  hereby and thereby  have been duly and validly  authorized  by all
necessary action, corporate or otherwise, including, without limit, the approval
of the Company Parent. This Agreement and the Ancillary Documents to be executed
and/or  delivered by the Company pursuant to this Agreement have been or will be
on or  before  the  Closing  Date  duly and  validly  authorized,  executed  and
delivered  by  such  party  and the  obligations  of such  party  hereunder  and
thereunder  are or will be upon  such  execution  and  delivery  valid,  legally
binding and enforceable  against such party in accordance with their  respective
terms.

3.4 NO BREACH.  Except as set forth on SCHEDULE  3.4, the Company has full power
and authority to sell, assign, transfer, convey and deliver to the Purchaser the
Assets and the Company has full power and  authority  to  otherwise  perform its
obligations  under this  Agreement  and the Ancillary  Documents.  Except as set
forth on SCHEDULE  3.4, the  execution  and delivery of this  Agreement  and the
Ancillary Documents to be executed and delivered by the Company pursuant to this
Agreement,  and the  consummation of the  transactions  contemplated  hereby and
thereby will not: (i) violate any provision of the Articles of  Incorporation or
Bylaws of the Company, (ii) violate any Applicable Laws or Injunction applicable
to the Company,  (iii) other than any filing with,  Permit from,  authorization,
consent or approval of, or the giving of any notice to, any Person,  (iv) result
in a violation or breach of, or constitute  (with or without due notice or lapse
of time or both) a default  (or give  another  party any rights of  termination,
cancellation or acceleration)  under any of the terms,  conditions or provisions
of any note, bond, mortgage,  indenture,  license, franchise, Permit (including,
but not limited to, any Permits, approvals or authorizations of any Governmental
Body),  Benefit  Plan or other  Contract to which the Company is a party,  or by
which it or any of its  properties or assets may be bound,  or (v) result in the
creation or imposition of any Encumbrance on any of the Assets.



                                       25
<PAGE>


3.5 CLEAR TITLE.  Except as otherwise set forth on SCHEDULE 3.5 hereto,  (i) the
Company  holds good and valid  title to all of the Assets set forth on  SCHEDULE
2.1(a)(i)(C),  (ii) all of the Company's interests in and to the Assets that are
intangible   assets   set  forth  on   SCHEDULES   2.1(a)(i)(A),   2.1(a)(i)(B),
2.1(a)(i)(D),  2.1(a)(i)(F),  3.14 and 3.16(b) are valid and enforceable,  (iii)
the  Company  holds  valid and  enforceable  interests  in the  leased  personal
property Assets set forth on SCHEDULES 3.16(a)(19), 3.16(b)(7), and 3.17(1), and
(iv) except for Permitted  Encumbrances and the Assumed Liabilities,  the Assets
are  free  and  clear  of any and  all  Encumbrances  of any  kind,  nature  and
description whatsoever. Upon the sale, assignment,  transfer and delivery of the
Assets to the Purchaser hereunder, all right, title and interest, as applicable,
thereto shall be vested in the  Purchaser,  free and clear of all  Encumbrances,
except for Permitted  Encumbrances  and the Assumed  Liabilities,  including the
obligations (excluding the Excluded Liabilities) under the Operating Contracts.

3.6 CONDITION  AND  SUFFICIENCY  OF ASSETS.  Except as set forth in SCHEDULE 3.6
hereto, the Assets constituting  property,  plant,  equipment and other personal
property (i) have in all material  respects been properly  maintained,  and (ii)
are in all material  respects in good  operating  condition and repair,  subject
only to ordinary  wear and tear.  Except as set forth in SCHEDULES  3.6 OR 3.16,
upon  transfer  of the Assets to the  Purchaser,  there will be no other  assets
owned by any Third  Party  which are used in the  operation  of the  Business as
presently conducted or proposed to be conducted by the Company.

3.7 LITIGATION.  Except as described in SCHEDULE 3.7 hereto, there is no pending
Proceeding,  and there has not been a  Proceeding  with  respect to the  Company
since January 1, 1998:

                  (a) that has been commenced by or served upon the Company,  or
         of which the Company has  Knowledge  (other than any  Proceeding  which
         generally  affects  the  business of all  Persons  conducting  business
         similar  to the  Company  and  in  which  the  Company  is not a  named
         defendant) in each case relating to the Business; or

                  (b) to the  Company's  Knowledge,  that,  as of  the  date  of
         execution of this Agreement and the Closing Date,  challenges,  or that
         will have the  effect  of  preventing,  delaying,  making  illegal,  or
         otherwise  interfering  with,  any  of  the  transactions  contemplated
         hereby.

To the Knowledge of the Company,  no such  Proceeding has been Threatened and no
circumstances  are known by the  Company  that would  reasonably  be expected to
result in a Proceeding  against the Company relating to the Business.  Except as
provided in SCHEDULE 3.7 hereto, to the Knowledge of the Company, the Company is
not a party to or subject  to the  provisions  of any  Injunction  which  could,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect on the transactions  contemplated hereby. The foregoing shall not
include  disputed claims between the Company and account vendors for amounts due
to such vendors  arising from goods and/or  services  arising prior to or on the
Closing  Date if and to the extent  such  Liability  is  included in the Closing
Balance Sheet.

3.8 LABOR  MATTERS.  Except as set forth on SCHEDULE  3.8, the Company has never
been a party to any  collective  bargaining  agreement or other labor  Contract.
There has never



                                       26
<PAGE>


been,  and there is not presently  pending or existing,  and to the Knowledge of
the  Company  there  is not  Threatened,  (i)  any  strike,  slowdown,  walkout,
picketing,  work stoppage,  labor  arbitration or other Proceeding in respect of
the grievance of any Company  employee,  (ii) any application or complaint filed
by any Company employee or union with the National Labor Relations Board, or any
comparable  Governmental Body, (iii) any organizational  activity or other labor
dispute against or affecting the Company,  and no application for  certification
of a  collective  bargaining  agreement  is pending or, to the  Knowledge of the
Company, is Threatened.  There is no lockout of any employees by the Company and
no such action is contemplated  by the Company.  Except as set forth in SCHEDULE
3.8 hereto, there is no allegation,  charge, complaint or Proceeding pending or,
to the Knowledge of the Company, Threatened by any Person against the Company or
any of its  current or former  officers,  directors  or  employees  relating  to
employment, equal employment opportunity,  discrimination,  harassment, wrongful
discharge,  unfair  labor  practices,   immigration,   wages,  hours,  benefits,
collective  bargaining,  the  payment  of  social  security  or  similar  Taxes,
occupational safety and health or plant closing.

         3.9      TAX MATTERS.

                  (a) TAX RETURNS.  The Company has timely filed or caused to be
         timely  filed or will timely file or cause to be timely  filed with the
         appropriate  taxing authorities all Tax Returns that are required to be
         filed by, or with  respect  to, the  Company on or prior to the Closing
         Date. The Returns have accurately  reflected and will, to the Company's
         Knowledge,  accurately  reflect all  Liability for Taxes of the Company
         for the periods covered  thereby.  SCHEDULE 3.9(a) lists all income Tax
         Returns  filed with any  Governmental  Body with respect to the Company
         for the taxable periods ended on or after December 31, 1998.  Except as
         set  forth on  SCHEDULE  3.9(a),  no claim  has  ever  been  made by an
         authority in a jurisdiction where the Company does not file Tax Returns
         that it is or may be subject to taxation.

                  (b)  PAYMENT OF TAXES.  All Taxes and Tax  Liabilities  of the
         Company  for all  taxable  years or  periods  that end on or before the
         Closing Date and, with respect to any taxable year or period  beginning
         before and ending after the Closing  Date,  the portion of such taxable
         year or period ending on the day immediately preceding the Closing Date
         ("PRE-CLOSING  PERIOD") have been timely paid or accrued and adequately
         disclosed  and  fully  provided  for on the books  and  records  of the
         Company in accordance  with GAAP. The Company has withheld and paid all
         Taxes  required  to have  been  withheld  and paid in  connection  with
         amounts paid or owing to any employee, creditor, independent contractor
         or other  Third  Party.  There is not now and  there  will not be,  any
         Liability  for Taxes,  assessments,  fees,  charges or additions to Tax
         arising  out of, or  attributable  to, or  affecting  the Assets or the
         conduct  of the  Business  through  the  Closing  Date  for  which  the
         Purchaser will have any Liability,  except to the extent such Liability
         is an Assumed Liability.

         3.10     EMPLOYEE BENEFITS.

                  (a)  BENEFIT  PLANS.  Except as  described  in  SCHEDULE  3.10
         hereto,  the Company  does not  maintain or  contribute  to any Benefit
         Plans.  Without  limiting the generality of the foregoing  provision of
         this Section, except as described in SCHEDULE 3.10(a) hereto,



                                       27
<PAGE>


         there are no pension  plans,  welfare  plans or employee  benefit plans
         qualified  under  Section  401(a) of the Code to which the  Company  is
         required to contribute. Except as described in SCHEDULE 3.10(a) hereto,
         the  Company  does not and will not  have any  unfunded  Liability  for
         services  rendered  prior to the Closing Date under any Benefit  Plans.
         The Company is not in any  material  default  under any  Benefit  Plan.
         Except as set forth in SCHEDULE 3.10(a),  neither the Company,  nor any
         Person now or formerly  part of a  controlled  group with the  Company,
         within  the  meaning  of  Section  412(c)(11)(b)(ii)  of the Code  (the
         "CONTROLLED  GROUP"),  maintains  or has  ever  maintained  a  "defined
         benefit plan," as defined in Section 3(35) of ERISA, that is subject to
         Section 412 of the Code and  Section 302 of ERISA.  Except as set forth
         in SCHEDULE 3.10(a) hereto, neither the Company nor any other member of
         its  Controlled  Group  contributes  to or has, or could  reasonably be
         expected  to  have,  any  Liability   (including  but  not  limited  to
         withdrawal  Liability)  with  respect  to any  multi-employer  plan (as
         defined in Section  4064(a) of ERISA or Section  4001(a)(3)  of ERISA).
         Other than  claims for  benefits  in the  Ordinary  Course of  Business
         (which are set forth on SCHEDULE 3.10(a)), there are no actions, suits,
         disputes,  arbitrations  or other  material  claims  pending or, to the
         Knowledge of the Company, Threatened with respect to any Benefit Plan.

                  (b) OTHER PLANS.  None of the Benefit Plans  maintained by the
         Company provides health care or any other  non-pension  benefits to any
         employees after their employment is terminated  (other than as required
         by part six of subtitle B of title I of ERISA).

                  (c)  COBRA.   The  Company  has  complied  with  the  coverage
         continuation  requirements of all Applicable Laws,  including  Sections
         601  through  609  of  ERISA,  Section  4980B  of  the  Code,  and  the
         requirements  of any similar  state law regarding  continued  insurance
         coverage,  and the Company has  incurred  no  material  Liability  with
         respect  to its  failure  to offer or  provide  continued  coverage  in
         accordance  with the  foregoing  requirements,  nor is  there  any suit
         pending, or to the Knowledge of the Company,  Threatened,  with respect
         to such requirements.

         3.11 NO  GUARANTIES.  Except as set  forth on  SCHEDULE  3.11,  (i) the
Company  is not a party to any  Guaranty  and is not  otherwise  liable  for any
Liability or obligation  (including  indebtedness) of any other Person, and (ii)
no Person is a party to a Guaranty that benefits the Business.

         3.12 FINANCIAL  STATEMENTS.  The Company has furnished true and correct
copies of the financial  statements of the Business dated December 31, 2002, and
March  31,  2003,  as  identified  in  SCHEDULE  3.12  hereto  (the   "FINANCIAL
STATEMENTS"),  to the Purchaser.  All Financial Statements,  including any notes
thereto,  fairly present the financial position and condition of the Business as
of their  respective  dates and the  results of its  operations  for the periods
covered in accordance  with GAAP applied on a consistent  basis  throughout  the
periods covered  thereby and on a basis  consistent with that of prior years and
periods; PROVIDED, HOWEVER, that any interim Financial Statements listed on such
Schedule  lack  footnotes  and other  required  presentation  items.  Except for
Liabilities (i) reflected or reserved against in the balance sheet (the "BALANCE
SHEET") of the  Business as of March 31, 2003 (the  "BALANCE  SHEET DATE") or in
the notes  thereto,  (ii) incurred in the Ordinary  Course of Business since the
Balance Sheet Date (none of which



                                       28
<PAGE>


resulted  from,  arose out of, is  related  to, or was  caused by any  breach of
Contract,  breach of warranty,  tort,  infringement  or violation of  Applicable
Laws),  (iii)  arising under  Contracts to which the Company is a party,  and/or
(iv)  described  on  SCHEDULE  3.12  hereto,  the  Company  does  not  have  any
Liabilities  which,  individually  or in the  aggregate,  would  have a Material
Adverse Effect on the Business.  The reserves reflected in the Balance Sheet are
adequate.

         3.13  ABSENCE OF  CERTAIN  DEVELOPMENTS.  Except  for the  transactions
contemplated  by this  Agreement  or as  otherwise  set forth on  SCHEDULE  3.13
hereto, since March 31, 2003, the Company has conducted the Business only in the
Ordinary Course of Business and has not:

                  (a)  Sold,  leased,  assigned  or  otherwise  transferred  any
         material properties or assets, or disposed of or permitted to lapse any
         rights in any Permit or Intellectual  Property owned by the Company and
         used by the  Business,  other than in the usual and Ordinary  Course of
         Business,  or organized any new business  entity or acquired any equity
         securities, assets, properties, or business of any Person or any equity
         or  ownership  interest  in any  business  or  merged  with  or into or
         consolidated with any other Person;

                  (b)  Suffered,  sustained  or incurred  any  material  Loss or
         waived or released any material  right or claim,  whether or not (i) in
         the Ordinary Course of Business, and (ii) covered by insurance.

                  (c)  Suffered,  sustained  or incurred  any  material  damage,
         destruction  or casualty  loss to any material  Assets,  whether or not
         covered by insurance;

                  (d) Subjected any of the Assets to any Encumbrance, whether or
         not in the Ordinary Course of Business;

                  (e) Increased the salary,  wage or other compensation or level
         of benefits  payable or to become  payable by the Company to any of its
         officers,  directors,  employees  or agents  other than as set forth on
         SCHEDULE 3.13;

                  (f) Except as described in the  Schedules  hereto,  amended or
         terminated  any  of  the  Operating   Contracts  of  the  Business  (as
         hereinafter defined);

                  (g) Changed accounting methods or practices;

                  (h)  Suffered  a  Material  Adverse  Change,  other  than  (i)
         recognizing the current state of the economics of the Company, and such
         being the  primary  reason for  entering  into this  transaction  which
         condition will not materially  deteriorate  between the date hereof and
         the Closing, and (ii) the fact that the subscription renewal peak cycle
         of the  Business  occurred  on or about  March,  2003  and,  due to the
         seasonable  fluctuation of cash flow, will decline in subsequent months
         of the fiscal year; or

                  (i) Entered into any Contract to do any of the foregoing.

         3.14  INTELLECTUAL  PROPERTY.  SCHEDULE 3.14 hereto contains a list and
description  of all  Intellectual  Property  owned or used by the Company in the
operation of the Business. Except as set forth in SCHEDULE 3.14, (i) the Company
owns or has the valid, enforceable and exclusive



                                       29
<PAGE>


right  to use all  Intellectual  Property  used or  necessary  to be used in the
operation of the Business ("BUSINESS INTELLECTUAL PROPERTY"),  free and clear of
all liens or other Encumbrances,  (ii) there are no pending or, to the Company's
Knowledge,  Threatened,  claims, suits,  oppositions,  cancellation proceedings,
invalidity proceedings, arbitrations, interference proceedings or re-examination
proceedings  with  respect  to the  Business  Intellectual  Property,  (iii) the
operation of the Business or the possession or use in the Business of any of the
Intellectual  Property  listed and  described on SCHEDULE  3.14 hereto does not,
infringe, misappropriate or dilute the Intellectual Property rights of any other
Person,  (iv) all of the Intellectual  Property listed and described on SCHEDULE
3.14 is valid,  subsisting  and has not been  abandoned,  and the Company is not
obligated  under any  Contract  or  otherwise  to pay  royalties,  fees or other
payments with respect to any of the  Intellectual  Property listed and described
on SCHEDULE 3.14 hereto,  (v) the consummation of the transactions  contemplated
by this Agreement will not adversely affect the use by the Company of any of the
Intellectual  Property  owned or used by the  Company  in the  operation  of its
Business  or require the consent of any Person or  Governmental  Body,  (vi) the
Company has not granted any Person the right,  license or  permission to use any
of the  Business  Intellectual  Property or agreed that the Company will not use
any   Intellectual   Property  and  there  are  no   settlements,   Injunctions,
forbearances to sue, consents,  judgments,  orders or similar  obligations which
restrict the right to use any of the Business  Intellectual  Property,  (vii) to
the  Knowledge  of the Company,  no Person is  infringing,  misappropriating  or
diluting any of the Business  Intellectual  Property,  (viii) no trade secret of
the Company used in the Business has been  disclosed to any Person in any manner
that would be reasonably  likely to result in a forfeiture of that trade secret,
(ix) no  unlicensed  copies of any mass market  software  are  installed  on any
Company  computer or computer system used in the operation of the Business,  and
(x) subject to the terms of the Commercial Agreement, after the Closing, neither
the Company nor any other Person other than the Purchaser will retain any of the
Company's  rights of ownership or use,  respectively  (based on whether owned or
licensed),  with respect to the Business Intellectual Property.  Notwithstanding
the foregoing,  subject to the terms of the Commercial Agreement,  the Purchaser
and the Purchaser  Parent  acknowledge and agree that no  Intellectual  Property
needed to conduct the business  operations  of the BPS Division is a part of the
Assets and Business Intellectual Property conveyed hereunder.

         3.15  COMPLIANCE  WITH LAWS.  The Business has been  operated,  and the
Company is in compliance in all material  respects with the  requirements of all
Applicable  Laws to which the Company is subject.  The Company has not  received
any notice of, and the Company has no Knowledge  of any  violation of a material
nature of any Applicable  Laws  respecting the Business and, to the Knowledge of
the Company,  no  investigation,  inspection,  audit, or other Proceeding by any
Governmental Body is in process or Threatened.

         3.16 OPERATING CONTRACTS.  Except as disclosed in SCHEDULE 3.16(a), and
except with respect to Contracts  that have been fully  performed as of the date
hereof and have no further  force or effect,  the  Company is not a party to any
oral or written  Contract in connection with the Business.  All of the Contracts
of the  Business are listed on SCHEDULE  3.16(b)  hereto are referred to in this
Agreement as the "OPERATING CONTRACTS." All of the Operating Contracts were made
in the Ordinary  Course of Business,  and, to the Knowledge of the Company,  are
valid,  binding and  currently  in full force and effect.  The Company is not in
default  under any of the  Operating  Contracts,  and, to the  Knowledge  of the
Company, no event has occurred which,  through the passage of time or the giving
of notice, or both, would constitute a default by the Company or



                                       30
<PAGE>


give rise to a right of termination or  cancellation  by another party under any
of the Operating  Contracts,  or cause the  acceleration  of any  Liability,  or
result  in the  creation  of any  Encumbrance  upon  any of the  Assets.  To the
Knowledge  of the  Company,  no  other  party  is in  default  under  any of the
Operating Contracts. Except as described on SCHEDULE 3.16(b) hereto, none of the
Operating Contracts have been canceled,  terminated, amended or modified. Except
as  provided  in  SCHEDULE  3.4 hereto,  the  consummation  of the  transactions
contemplated hereby will not require the consent or approval of any Person under
any of the Operating Contracts.

         3.17 REAL  ESTATE.  The Company  owns no real  property  other than the
leasehold  interests  described in SCHEDULE 3.17 attached hereto with respect to
the real estate  leased by the Company (the "LEASED  REAL  ESTATE").  The Leased
Real Estate will not be assumed by the  Purchaser  and the  Purchaser  shall not
acquire any rights therein under this Agreement.

         3.18 ACCOUNTS  RECEIVABLE.  The accounts receivable of the Business and
other  rights of the  Business  to the  payment of money  represent,  and on the
Closing Date will represent,  valid obligations arising from sales actually made
or services  actually  performed in the Ordinary Course of Business and, subject
to the  reserves  set  forth in the  Financial  Statements  or as  disclosed  in
SCHEDULE 3.18, such receivables are collectible.

         3.19 BOOKS AND RECORDS;  BANK ACCOUNTS.  All of the books of account of
the Business and other financial and corporate  records relating to the Business
have been made available to the Purchaser and its representatives. Such books of
account and records are  complete in all material  respects.  All such books and
records are  consistent  with the Financial  Statements  listed on SCHEDULE 3.12
hereto.

         3.20     EMPLOYEES AND EMPLOYEE RELATED COMMITMENTS.

                  (a)  SCHEDULE  3.20  hereto  contains  a list  of  the  names,
         positions,  annual salary rates, hourly wage rates,  severance benefits
         and accrued vacation and sick leave, as of May 31, 2003, of all present
         employees  of  the  Business  (including  those  on  furlough,   leave,
         disability (short- or long-term) or layoff of any kind).  Except as set
         forth in SCHEDULE 3.20,  none of the employees has informed the Company
         that he/she intends to terminate employment with the Business. SCHEDULE
         3.20 also sets forth a description of any written Contract,  other than
         the Benefit Plans described on SCHEDULE 3.10(a) hereto, with respect to
         the  conditions  of employment of any of the employees of the Business.
         All employees are employed on an "at-will" basis.

                  (b)  Except for the claims  set forth in  SCHEDULE  3.20,  the
         consummation of the transactions described in this Agreement, in and of
         themselves,  will not  entitle  any  current or former  employee of the
         Company  to  severance  pay,  unemployment  compensation  or any  other
         payment,  or accelerate the time of payment or vesting, or increase the
         amount of compensation due to any such employee or former employee.

         3.21  PERMITS.  Except as set forth in SCHEDULE  3.21,  the Company has
obtained and  possesses all Permits of each and every  Governmental  Body having
jurisdiction over the Company, the Business, or any of the Assets to operate and
carry on the Business as it is now



                                       31
<PAGE>


being  conducted.  All such  Permits are listed on  SCHEDULE  3.21  hereto.  The
Company is  presently  conducting  the  Business so as to comply in all material
respects with all Permits.

         3.22 OTHER MATERIAL CONTRACTS AND OBLIGATIONS. Except for the Operating
Contracts and the Contracts  disclosed on SCHEDULE 3.16(a) hereto,  the Business
is not a party to or bound by any:

                  (a)  Distributorship  or sales  agency  agreements,  excluding
         purchase  orders  with  respect to the  purchase or sale of products or
         services in the Ordinary Course of Business;

                  (b) Advertising Contracts;

                  (c)  Contracts  for capital  expenditures  having an aggregate
         remaining balance in excess of $10,000;

                  (d) Leases with  respect to any  property,  real or  personal,
         whether as lessor or lessee, except for any leases having a term of one
         year or less or aggregate  rents payable over their lives of $10,000 or
         less;

                  (e)  Contract  containing  covenants  by  the  Company  or any
         officer, director,  employee or Affiliate of the Company not to compete
         in any lines of the Business or with any Person;

                  (f) Franchise or license agreements;

                  (g) Except as disclosed in SCHEDULE 3.13, and accounts payable
         and obligations arising under the Operating  Contracts,  loan or credit
         agreements,  promissory  notes  or  other  evidences  of  indebtedness,
         including all agreements or commitments for future loans, extensions of
         credit or financing,  excluding  credit  extended by the Company to its
         customers;

                  (h)  Contract  or  purchase  order  for  the  purchase  of any
         services,  supplies or equipment involving payments of more than $5,000
         per annum or an aggregate of more than $10,000; or

                  (i)  Contract  for  the  sale  of any  properties,  assets  or
         services involving a value estimated at more than $10,000.

         3.23 SUBSIDIARIES. The Company has no subsidiaries. Except as set forth
on SCHEDULE  3.23 hereto,  the Business,  through the Company,  does not own any
shares of stock or other securities or equity interests, directly or indirectly,
in any other  Person.  Except as disclosed or described in this  Agreement or as
set forth on SCHEDULE  3.23 hereto,  the Business,  through the Company,  is not
subject to any  obligation or requirement to provide funds to, or invest in, any
Person.

         3.24  INSURANCE.  The  Company  has  maintained  and will  continue  to
maintain until the Closing Date the insurance  described in SCHEDULE 3.24, which
insurance covers the Assets,



                                       32
<PAGE>


whether owned or leased,  against loss or damage by fire or other casualty.  All
such  insurance  is in full force on the date of this  Agreement  and is carried
with insurers licensed in the states affected by such policies.  The Company has
promptly and adequately notified the Company's insurance carriers of any and all
claims known to the Company with respect to the operations, products or services
of the Company  for which the  Company is insured  and the Company has  complied
with all terms and conditions of such policies,  except where such noncompliance
would not provide grounds for termination.  All such insurance provides adequate
coverage for compliance by the Company with all  requirements  of Applicable Law
and all  Operating  Contracts to which the Company is a party or by which any of
the  Assets  are  bound.  Except  as set  forth in  SCHEDULE  3.24,  none of the
insurance carriers has indicated to the Company an intention to cancel, or alter
the coverage under, any of the Company's current policies.  All applications for
the insurance  policies are accurate in all material  respects.  The Company has
not been refused any insurance coverage by any insurance carrier to which it has
applied for  insurance  during the past three (3) years.  The  Purchaser and the
Purchaser  Parent  acknowledge  and agree that all insurance  policies,  and all
interests therein, are Excluded Assets under this Agreement.

         3.25 BROKERS.  Other than the  engagement of Innovation  Advisors,  the
Company has not employed or engaged any broker,  finder,  agent, banker or Third
Party, nor has it otherwise dealt with anyone  purporting to act in the capacity
of a finder or broker in connection with the transactions  contemplated  hereby.
No  other  commissions,  finder's  fees or  like  charges  have  been or will be
incurred by the Company in  connection  with the  execution and delivery of this
Agreement or the consummation of the transactions  contemplated hereby. Any such
commissions,  finders' fees or like charges shall be directly  chargeable to the
Company as  contemplated  by the terms of this  Agreement and not assumed by the
Purchaser.

         3.26 RELATIONSHIP WITH RELATED PERSONS. Except as set forth in SCHEDULE
3.26  hereto,  the present and former  shareholders,  directors,  officers,  and
employees of the Company,  and their Related Persons do not have any interest in
any of the Assets and do not own, of record or as a beneficial  owner, an equity
interest or any other  financial  or profit  interest in any Person that (i) has
had business dealings or a material  financial  interest in any transaction with
the  Company  related  to the  Business  or,  (ii) has  engaged or is engaged in
competition with the Company with respect to any line of Business of the Company
in any market  served or  anticipated  to be served by the Company (a "COMPETING
BUSINESS")  (except for less than three percent (3%) of the outstanding  capital
stock of any  Competing  Business  that is  publicly  traded  on any  recognized
exchange or in the  over-the-counter  market).  To the Knowledge of the Company,
and except as set forth on  SCHEDULE  3.26  hereto,  neither  the  Company,  the
Company  Parent nor any of their  respective  Related  Persons is a party to any
Contract  with, or has any claim or right  against,  the Assets or the Business.
All money owed by the  Company  related  to the  Business  to its  shareholders,
directors or officers, or their Related Persons, (other than for salary) are for
bona fide debts and are set forth in SCHEDULE 3.26 hereto.

         3.27 DEBT  INSTRUMENTS.  SCHEDULE 3.27 is a true,  correct and complete
list  showing the names of the parties and  outstanding  indebtedness  as of the
respective  dates set forth on SCHEDULE  3.27 under all  mortgages,  indentures,
notes,  guarantees  and other  obligations  for or relating  to borrowed  money,
purchase money debt (including conditional sales contract and capital leases) or
covenants  not to  compete  (the  "DEBT  INSTRUMENTS")  for which the  Business,



                                       33
<PAGE>


through the  Company,  is primarily or  secondarily  obligated.  The Company has
previously  delivered to the Purchaser true, complete and correct copies of each
of the Debt  Instruments.  Except as described in SCHEDULE 3.27, the Company has
performed all of the material obligations required to be performed by it, is not
in material default under any of the provisions of any of the Debt  Instruments,
and there has not occurred any event which,  (with or without  notice,  lapse of
time or the happening or occurrence of any other event) would  constitute such a
default.

         3.28 CUSTOMERS AND SUPPLIERS.  Except as set forth on SCHEDULE 3.28, to
the  Knowledge of the Company,  (i) no present  material  customer or a group of
customers  of the Business  intends to  terminate,  cancel,  limit or modify the
customer's business relationship with the Business in any material respect, (ii)
no  present  vendor,  supplier,  dealer,  representative  or  consultant  of the
Business which is material to the Business intends to terminate,  cancel,  limit
or modify its business  relationship  with the Company in any material  respect,
and (iii) no major customer or supplier has experienced a work stoppage or other
material adverse  circumstances that would be likely to materially and adversely
affect their  business  relationship  with the  Business.  The  foregoing  shall
include  Contracts that will expire in accordance with their terms at the end of
the  service/consulting  relationship and, to the Knowledge of the Company, will
not be renewed.

         3.29 AFFILIATE  LOANS.  Except as set forth in SCHEDULE 3.29, there are
no loans,  advances or other obligations for borrowed money owing by the Company
to its  Affiliates  with respect to the  Business as of the date hereof,  and no
amount shall be owing for such  obligations  at and upon the Closing.  Except as
set forth in SCHEDULE  3.29,  no Affiliate has any claim of any kind against the
Business,  and no  amount  shall be owing for such  obligations  at and upon the
Closing.

         3.30  ABSENCE OF  CERTAIN  BUSINESS  PRACTICES.  Except as set forth in
SCHEDULE 3.30, none of the Company, its Related Parties or any Affiliates or any
other  Person  acting  on  behalf  of or  associated  with  the  Company  or any
individual  related to any of the foregoing  Persons,  acting alone or together,
has with respect to the Business:  (a)  received,  directly or  indirectly,  any
rebates,  payments,  commissions,  promotional  allowances or any other economic
benefits,  regardless  of their  nature or type,  from any  customer,  supplier,
trading company,  shipping company,  governmental  employee or other Person with
whom the Company has done business  directly or  indirectly,  or (b) directly or
indirectly, given or agreed to give any gift or similar benefit of any customer,
supplier,  trading company,  shipping  company,  governmental  employee or other
Person who is or may be in a position to help or hinder the  Business (or assist
the Company in connection with any actual or proposed  transaction  with respect
to the Business)  which (i) may subject the Company to any damage or any penalty
in any civil,  criminal or  governmental  litigation or Proceeding,  (ii) if not
given in the past,  may have had a Material  Adverse  Effect with respect to the
Business,  or (iii) if not  continued in the future,  may  materially  adversely
affect the Assets and/or the Business.

         3.31  INSOLVENCY.  Except as set forth in SCHEDULE 3.31, the Company is
able to pay its  debts as they  mature  and the  transfer  of the  Assets by the
Company to the Purchaser in accordance  with the terms of this  Agreement  shall
not constitute a voidable  preference or transfer in fraud of any creditor under
applicable federal or state insolvency law.



                                       34
<PAGE>


         3.32 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY PARENT. As an
inducement  to the  Purchaser  and the  Purchaser  Parent  to  enter  into  this
Agreement and to consummate the transactions  contemplated  hereby,  the Company
Parent hereby  represents and warrants to the Purchaser and the Purchaser Parent
that each and all of the following  representations  and warranties are true and
correct as of the date of this  Agreement and will be true and correct as of the
Closing Date.

                  (a)  ORGANIZATION.  The Company  Parent is a corporation  duly
         organized,  legally existing and in good standing under the laws of the
         United  Kingdom.  The  Company  Parent  has  all  requisite  power  and
         authority,  corporate  and  otherwise,  to own,  operate  and lease its
         properties  and assets and to conduct  its  business as it is now being
         conducted.

                  (b) DUE AUTHORIZATION. The execution, delivery and performance
         of this  Agreement  and the  Ancillary  Documents  to be  executed  and
         delivered by the Company  Parent  pursuant to this  Agreement,  and the
         consummation of the transactions  contemplated  hereby and thereby have
         been duly and validly authorized by all necessary action,  corporate or
         otherwise.  This Agreement has been, and the Ancillary  Documents to be
         executed  and/or  delivered  by the  Company  Parent  pursuant  to this
         Agreement have been or will be on or before the Closing Date,  duly and
         validly  authorized,  executed  and  delivered  by such  party  and the
         obligations of such party  hereunder and thereunder are or will be upon
         such  execution and delivery  valid,  legally  binding and  enforceable
         against such party in accordance with their respective terms.

                  (c) NO BREACH. The Company Parent has full power and authority
         to perform  its  obligations  under this  Agreement  and the  Ancillary
         Documents.  Except as set forth on SCHEDULE 3.32(c),  the execution and
         delivery of this  Agreement and the Ancillary  Documents to be executed
         and/or delivered by the Company Parent pursuant to this Agreement,  and
         the  consummation of the transactions  contemplated  hereby and thereby
         will not: (i) violate any provision of the  governing  documents of the
         Company  Parent,   (ii)  violate  any  Applicable  Laws  or  Injunction
         applicable  to the Company  Parent,  (iii) other than any filing  with,
         Permit  from,  authorization,  consent or approval of, or the giving of
         any notice to, any Person,  (iv) result in a violation or breach of, or
         constitute  (with or  without  due  notice  or lapse of time or both) a
         default or give another party any rights of  termination,  cancellation
         or acceleration under any of the terms, conditions or provisions of any
         material Contract to which the Company Parent is a party or by which it
         or any of its properties or assets may be bound.

                                   ARTICLE 4

             REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE
                                PURCHASER PARENT

         As an inducement  for the Company and the Company  Parent to enter into
this  Agreement  and  consummate  the  transactions   contemplated  hereby,  the
Purchaser and the Purchaser  Parent hereby  jointly and severally  represent and
warrant to the Company and the Company Parent that each and all of the following
representations  and warranties (as modified by the Schedules and



                                       35
<PAGE>


any Supplement  delivered by the Purchaser  and/or the Purchaser Parent pursuant
to Section 13.21 of this  Agreement) are true and correct as of the date of this
Agreement and will be true and correct as of the Closing Date. The Schedules are
arranged in numbered  paragraphs  generally  corresponding  to the  sections and
subsections  contained in this  Article 4. Any  disclosure  as to one  schedule,
section  or  subsection  shall  not be deemed  to be a  disclosure  on any other
schedule,   section  or   subsection   unless   such   disclosure   specifically
cross-references such other schedule, section or subsection.

         4.1  ORGANIZATION.  Each of the Purchaser and the Purchaser  Parent are
corporations  duly  organized,  legally  existing and in good standing under the
laws of the  States  of  Delaware  and New  York,  respectively,  and  have  all
requisite  power and  authority,  corporate and otherwise,  to own,  operate and
lease their  respective  properties  and assets and to conduct their  respective
businesses  as now being  conducted.  Each of the  Purchaser  and the  Purchaser
Parent are duly qualified to transact  business as a foreign  corporation and is
in good  standing  under the laws of every  state or  jurisdiction  in which the
nature of their activities or of its properties owned,  leased or operated makes
such  qualification  necessary and in which the failure to be so qualified could
reasonably be expected to have a Material Adverse Effect on the Purchaser or the
Purchaser Parent, as applicable.

         4.2 DUE AUTHORIZATION

                  (a)  GENERAL   TRANSACTION.   The   execution,   delivery  and
         performance  of  this  Agreement  and  the  Ancillary  Documents  to be
         executed  and  delivered  by the  Purchaser  and the  Purchaser  Parent
         pursuant  to  this  Agreement  and  the  Ancillary  Documents,  and the
         consummation of the transactions  contemplated  hereby and thereby have
         been duly and validly  authorized by all necessary  corporate action on
         the part of the Purchaser and the Purchaser Parent.  This Agreement and
         the  Ancillary  Documents to be executed and delivered by the Purchaser
         and the Purchaser  Parent pursuant to this Agreement have been, or will
         be on or before the Closing Date, duly and validly authorized, executed
         and delivered by each of the Purchaser and the Purchaser Parent and the
         obligations  of the Purchaser and the  Purchaser  Parent  hereunder and
         thereunder  are or will  be  valid,  legally  binding  and  enforceable
         against each of the Purchaser  and the  Purchaser  Parent in accordance
         with their respective terms.

                  (b) RESERVATION OF SHARES.  The Purchaser Parent Stock that is
         to be issued  pursuant to this  Agreement  has been duly  reserved  and
         authorized  for  issuance,  and such  Purchaser  Parent  Stock shall be
         validly  issued,  fully  paid  and  non-assessable  and,  assuming  the
         accuracy of the  representations  and  warranties of the Company in the
         investor  letter annexed  hereto as EXHIBIT E (the "INVESTOR  LETTER"),
         issued in compliance with applicable federal and state securities laws.

         4.3 NO BREACH.  The Purchaser  and the Purchaser  Parent each have full
power and authority,  corporate and otherwise,  to perform its obligations under
this  Agreement and the Ancillary  Documents to be executed and delivered by the
Purchaser and the Purchaser Parent pursuant  hereto.  The execution and delivery
of this  Agreement,  including the documents,  instruments  and agreements to be
executed by the Purchaser  pursuant to this Agreement,  and the  consummation of
the transactions contemplated hereby and thereby will not: (i) violate any



                                       36
<PAGE>


provision of the Articles of  Incorporation  or Bylaws (or comparable  governing
documents or instruments) of the Purchaser,  (ii) violate any Applicable Laws or
Injunction applicable to the Purchaser, (iii) other than applicable requirements
of the Securities  Act, the Exchange Act and state  securities  "blue sky" laws,
require any filing with, Permit from, authorization,  consent or approval of, or
the giving of any notice to, any Person,  (iv)  result in a violation  or breach
of,  or  constitute  (with or  without  due  notice  or lapse of time or both) a
default  (or give  another  party any  rights of  termination,  cancellation  or
acceleration)  under,  any of the terms,  conditions  or provisions of any note,
bond,  mortgage,  indenture,  license,  franchise,  Permit  (including,  but not
limited to, any Permits,  appeals or authorizations  of any Governmental  Body),
lease or other Contract to which the Purchaser is a party, or by which it or any
of its assets or properties.

         4.4  BROKERS.  Neither  the  Purchaser  nor the  Purchaser  Parent  has
employed or engaged any broker, finder, agent,  investment banker or Third Party
nor has the  Purchaser  otherwise  dealt with  anyone  purporting  to act in the
capacity of a finder or broker, in connection with the transactions contemplated
hereby.

         4.5 ARTICLES OF INCORPORATION AND BYLAWS.  The Purchaser has previously
delivered  to the Company a true,  complete  and correct copy of the Articles of
Incorporation,  the  Bylaws  or  equivalent  organizational  documents,  each as
amended to date, of the Purchaser.  Such Articles of  Incorporation,  Bylaws and
equivalent  organizational documents are in full force and effect. The Purchaser
is not in violation of any provision of its Articles of  Incorporation,  By-laws
or equivalent organizational documents.

         4.6  CAPITALIZATION.  The  authorized  capital  stock of the  Purchaser
Parent consists of 100,000,000  shares of the Purchaser's  common stock,  $.0001
par value, and 2,000,000 shares of preferred stock,  $.0001 par value per share,
of which 500,000 shares have been designated as Series A Preferred  Stock. As of
May 12, 2003,  10,791,464 shares of the Purchaser's common stock were issued and
outstanding.

         4.7 SEC REPORTS.  The Purchaser Parent has filed all forms, reports and
documents  required to be filed by it with the SEC since January 1, 2000 and has
heretofore  made  available  to the  Company,  in the  form  filed  with the SEC
(excluding  any exhibits  thereto),  (i) its Annual  Report on Form 10-K for the
fiscal  year  ended  December  31,  2002,  and (ii) all  other  forms,  reports,
Registration  Statements and other documents filed by the Purchaser  Parent with
the SEC since January 1, 2000 (the forms, reports,  Registration  Statements and
other  documents  referred to in clauses  (i) and (ii) above  being  referred to
herein,  collectively,  as the "PURCHASER  PARENT SEC  REPORTS").  The Purchaser
Parent SEC Reports and any other forms, reports and other documents filed by the
Purchaser  Parent with the SEC before or after the date of this Agreement to the
Closing Date (i) were or will be prepared in all material respects in accordance
with the  requirements  of the  Securities Act and the Exchange Act, as the case
may be, and the rules and regulations  thereunder,  and (ii) did not at the time
they were  filed,  or will not at the time they are  filed,  contain  any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary in order to make the statements made therein, in the
light of the  circumstances  under which they were or are made, not  misleading.
Except as set forth in the Purchaser Parent SEC Reports, since December 31, 2002
there has not been any  Material  Adverse  Change in the  business,  results  of
operations, condition (financial or otherwise),



                                       37
<PAGE>


properties,  Assets,  Liabilities or  obligations  of the Purchaser  Parent that
would be required to be disclosed.

         4.8 STOCKHOLDERS'  CONSENT.  No consent or approval of the stockholders
of the  Purchaser  or the  Purchaser  Parent is required  (i) to enter into this
Agreement  and the  Ancillary  Documents to which it is a party or to consummate
the transactions contemplated hereby and thereby, or (ii) to issue the Purchaser
Parent Stock.

                                   ARTICLE 5

                    PERFORMANCE AND COVENANTS PENDING CLOSING

         The Company  covenants  and agrees that from and after the date of this
Agreement and until the earlier of the Closing Date or the  termination  of this
Agreement in accordance with Article 12 hereof:

         5.1 ACCESS TO INFORMATION. At the request of the Purchaser, the Company
shall  give or  cause to be given to the  Purchaser,  its  officers,  employees,
counsel,  accountants and other  representatives,  upon reasonable notice to the
Company,  complete  access to the  properties  and  assets and all of the books,
minute books,  title papers,  records,  files,  Contracts,  insurance  policies,
licenses and documents of every  character of or relating to the  Business,  and
the  Company  shall  furnish  or cause to be  furnished  to the  Purchaser,  its
officers,  employees,  counsel, accountants and other representatives all of the
information  with respect to the  Business  and/or  properties  or assets of the
Business  as  any of  them  may  request  (in  the  reasonable  judgment  of the
Purchaser).  The Purchaser may,  subject to the conditions  stated above, at its
sole cost and  expense,  at any time  prior to the  Closing  Date,  through  its
officers,  employees,  counsel,  accountants and other representatives,  conduct
such  investigations  and  examinations  of the  properties  and  assets  of the
Business  as it deems  necessary  or  advisable,  and the Company  will  provide
reasonable cooperation to such Persons in such investigations.

         5.2 CONDUCT OF BUSINESS.  The Company  shall carry on the Business only
in the  Ordinary  Course of  Business  and  substantially  in the same manner as
heretofore conducted and will keep and maintain the properties and assets of the
Business  in good  condition  consistent  with past  practices.  Except  for the
filings described on SCHEDULE 5.2 or except as contemplated by Section 5.16, the
Company  from the date of this  Agreement to the Closing Date shall not (i) make
any regulatory  filings with any Governmental Body with respect to the Business,
except in the Ordinary  Course of Business or with the prior written  consent of
the  Purchaser,  which consent shall not be  unreasonably  withheld,  delayed or
conditioned,  or  (ii)  do any  of the  following  (unless  otherwise  expressly
contemplated by this Agreement or approved in writing by the Purchaser):

                  (a) create,  incur or assume any Liability or  indebtedness in
         connection with the Business, except trade indebtedness in the Ordinary
         Course of Business or  borrowings  with the Company's  lender,  Silicon
         Valley Bank, in accord with the Debt Instruments with such bank, in all
         such cases consistent with past practices;



                                       38
<PAGE>


                  (b) alter the manner of keeping the books, accounts or records
         of the  Business,  or change in any  manner  the  accounting  practices
         therein reflected;

                  (c) do any act, or omit to do any act, or permit to the extent
         within the  Company's  control,  any act or omission to act which would
         cause a  material  violation  or breach of any of the  representations,
         warranties or covenants of the Company or the Company  Parent set forth
         in this  Agreement  or cause any  representation  or warranty set forth
         herein, or in any certificate or other document delivered in connection
         herewith, to be untrue in any material respect on the Closing Date;

                  (d) take any action which has or could have a Material Adverse
         Effect with respect to the Business; or

                  (e) agree,  whether in writing or otherwise,  to do any of the
         foregoing.

         In the event  that the  Company  intends to (i) amend its  Articles  of
Incorporation  or Bylaws,  (ii) offer any of the  Company's  securities or other
equity  interests  for issuance or sale,  or (iii) redeem or otherwise  acquire,
directly or indirectly,  any shares of its securities or other equity interests,
then the Company shall  promptly and in advance  (within not less than three (3)
business days) notify the Purchaser and the Purchaser Parent of such event(s).

         5.3  ENCUMBRANCES.  The  Company  shall not,  directly  or  indirectly,
perform or fail to perform any act which would, with substantial  certainty,  in
the creation or imposition of any Encumbrance on any of the properties or assets
of the Company or otherwise  adversely affect the marketability of the Company's
title to any of its  properties  or assets,  outside of the  Ordinary  Course of
Business.

         5.4 PAY  INCREASES.  The Company  shall not,  without the prior written
consent of the  Purchaser,  grant any increase in the salaries or rate of pay to
any employees of the Business,  grant any increase in any benefits or establish,
adopt,  enter into, make any new grants or awards under, or amend any collective
bargaining  agreement,  employment  agreement or Benefit Plan for the benefit of
any of the employees of the Business.

         5.5  RESTRICTIONS  ON NEW  CONTRACTS.  Except  with the  prior  written
consent of the Purchaser,  or as  specifically  contemplated  by this Agreement,
which consent shall not be  unreasonably  withheld,  the Company shall not enter
into any Contract for the  Business,  or waive any right or enter into any other
transaction,  in each case (i) with respect to the Business, and (ii) other than
in the Ordinary  Course of Business and  consistent  with the  Company's  normal
business practices.

         5.6  PRESERVATION  OF BUSINESS.  The Company shall use reasonable  best
efforts to preserve the Business and its internal  organization  intact, to keep
available to the Purchaser the present employees of the Business and to preserve
for the Purchaser the present goodwill and relationship of the Business with its
vendors, suppliers,  customers and others having business relationships with the
IM Division of the Company.

         5.7 PAYMENT AND  PERFORMANCE  OF  OBLIGATIONS.  The Company  shall make
reasonable  commercial  efforts to timely pay and discharge all invoices,  bills
and other monetary



                                       39
<PAGE>


Liabilities of the Business, consistent with its present financial condition and
its present payment practices.

         5.8 RESTRICTIONS ON SALE OF ASSETS. The Company shall not sell, assign,
transfer, lease, sublease, pledge or otherwise encumber or dispose of any of the
Assets, except as specifically contemplated by this Agreement.

         5.9 PROMPT NOTICE.  The Company and the Purchaser shall promptly notify
the other in writing upon becoming aware of any of the following: (i) any claim,
demand or other Proceeding that may be brought,  Threatened or commenced against
the Company or the Purchaser,  and their respective officers or directors,  (ii)
any changes in the accuracy of the  representations  and warranties  made by the
Company in this Agreement,  (iii) any Injunction or any complaint praying for an
Injunction  restraining  or  enjoining  the  consummation  of  the  transactions
contemplated  hereby,  or (iv) any notice  from any Person of its  intention  to
institute an investigation into, or institute a Proceeding to restrain or enjoin
the consummation of the transactions contemplated hereby or to nullify or render
ineffective this Agreement or such transactions if consummated.

         5.10 CONSENTS. As soon as reasonably  practicable,  the Company and the
Purchaser  will use  commercially  reasonable  efforts  to obtain or cause to be
obtained all of the consents and  approvals of all Persons  deemed  necessary by
the parties hereto to consummate the transactions contemplated hereby, which are
limited by the parties to the consents  and  approvals  listed on SCHEDULE  5.10
hereto. After the Closing the provisions of Section 11.6 of this Agreement shall
apply.

         5.11 COPIES OF DOCUMENTS. The Company agrees that as soon as reasonably
possible  following the execution  hereof, to the extent not already provided to
the  Purchaser,  it shall  furnish or make  available to the Purchaser a copy of
each Operating Contract on SCHEDULE 3.16.

         5.12 NO SOLICITATION OF OTHER OFFERS.

                  (a)  NO-SHOP.  From the  date  hereof  through  the end of the
         business day on July 15, 2003,  subject to Section  5.12(b) below,  the
         Company will not, and will not permit its  representatives,  investment
         bankers, agents and Affiliates to, directly or indirectly,  (i) solicit
         or encourage  submission of or any  inquiries,  proposals or offers by,
         (ii) participate in any  negotiations  with, (iii) afford any access to
         the  properties,  books or records of the  Company  to,  (iv) accept or
         approve,  or (v) otherwise  assist,  facilitate or encourage,  or enter
         into any Contract  with,  any Person or group (other than the Purchaser
         and its Affiliates, agents and representatives), in connection with any
         Acquisition Proposal.  In addition,  the Company will not, and will not
         permit its respective  representatives,  investment bankers, agents and
         Affiliates to, directly or indirectly, make or authorize any statement,
         recommendation  or solicitation in support of any Acquisition  Proposal
         made by any Person or group  (other than the  Purchaser).  In addition,
         the Company will  immediately  cease any and all  existing  activities,
         discussions or negotiations with any parties with respect to any of the
         foregoing.



                                       40
<PAGE>


                  (b) EXCEPTION TO NO-SHOP.  Notwithstanding  the  provisions of
         Section  5.12(a)  above,  the provisions of such Section 5.12 shall not
         apply to the Company's  ongoing  discussions with its Affiliates or the
         one Third Party that has been  disclosed to the  Purchaser  relating to
         the potential sale of the Business (or all or substantially  all of the
         Assets) or the Company.

                  (c) NOTICE.  The Company and the Company Parent shall promptly
         notify the Purchaser and the Purchaser Parent in writing of the receipt
         of  any  Third  Party's  Acquisition   Proposal,  or  communication  in
         connection with any potential  Acquisition  Proposal and a consummation
         of a  transaction;  PROVIDED,  HOWEVER,  neither  the  Company  nor the
         Company  Parent shall be obligated to disclose to the Purchaser  and/or
         the Purchaser Parent the terms and conditions thereof.

         5.13 ACCOUNTS RECEIVABLE AND PAYABLE.  The Company shall not accelerate
the collection of its accounts  receivable or delay the payments of its accounts
payable or other  Liabilities,  in each case solely arising out of the operation
of the Business in a manner which would be inconsistent with past practice.

         5.14  INVENTORY.  The Company  shall  maintain the levels of inventory,
materials and supplies used in the Business consistent with past practice.

         5.15 INSURANCE. The Company shall maintain in full force and effect all
insurance  coverages  for  the  Assets  substantially  comparable  to  coverages
existing on the date hereof.

         5.16 FILING REPORTS AND MAKING PAYMENTS.  The Company shall timely file
all required  reports and notices  relating to the Business  with each and every
applicable  Governmental Body and timely make all payments due and owing to each
such Governmental Body,  including,  but not by way of limitation,  any filings,
notices and/or payments  required by reason of the transactions  contemplated by
this Agreement.

         5.17  CAPITAL  EXPENDITURES.  The  Company  shall not make any  capital
expenditures relating solely to the Business in excess of $5,000 individually or
$25,000 in the aggregate  without the Purchaser's  prior written consent,  which
consent shall not be unreasonably withheld, delayed or conditioned.

         5.18 LIEN SEARCH.  Within seven (7) days prior to the Closing Date, the
Company  shall  deliver an  Encumbrance  search  report to the  Purchaser  which
discloses  any and all UCC-1  filings,  Tax  liens,  and  litigation  filed with
respect to the  Business in all state  jurisdictions  in which the Company has a
business location.

         5.19 TRANSITION SERVICES AGREEMENT. For a period of approximately three
(3) months  following the Closing,  the Purchaser shall occupy and lease certain
space and services from the Company,  and shall share in an allocable  amount of
operating  expenses  related to the Leased Real Estate and the  operation of the
shared  office  arrangement  of the parties,  pursuant to a transition  services
agreement  to be entered  into  between  the  parties on the  Closing  Date (the
"TRANSITION SERVICES AGREEMENT"). Any terms set forth in the Transition Services
Agreement  shall, if  inconsistent in any way with this Agreement,  be deemed to
amend  this  Agreement  to  the  extent,   and  only  to  the  extent,  of  such
inconsistency.



                                       41
<PAGE>


         5.20 [THIS SECTION INTENTIONALLY OMITTED.]

         5.21  COMMERCIAL  AGREEMENT.  The parties hereto intend to enter into a
mutually agreeable five (5) year strategic commercial  relationship  pursuant to
which the parties will (i) provide, among other things, access to technology and
proprietary  content and  Teltech.com  service,  (ii)  establish a business  and
marketing   relationship,   and  (iii)   covenants   with   respect   to  mutual
confidentiality,   non-competition   and   non-solicitation   (the   "COMMERCIAL
AGREEMENT").  Any  terms  set  forth  in  the  Commercial  Agreement  shall,  if
inconsistent in any way with this  Agreement,  be deemed to amend this Agreement
to the extent, and only to the extent, of such inconsistency.

         5.22  EMPLOYMENT  AGREEMENTS.   The  Purchaser  and  the  Company  will
cooperate and make reasonable  commercial  efforts to negotiate and complete the
employment agreements described in Section 7.6.

                                   ARTICLE 6

             MUTUAL CONDITIONS PRECEDENT TO THE PARTIES' OBLIGATIONS

         Unless waived in writing by each of the parties hereto,  each and every
obligation of the Purchaser and the Purchaser  Parent,  on the one hand, and the
Company and the Company  Parent,  on the other hand,  to be performed at or upon
the Closing shall be subject to the satisfaction at or prior thereto of each and
all of the following conditions precedent:

         6.1  PROCEEDINGS.  There  being  no (i)  Proceedings  which  have  been
brought, asserted,  commenced or Threatened against the Purchaser or the Company
by any Person involving or affecting in any way the Purchaser's or the Company's
consummation of the transactions  contemplated  hereby,  or (ii) Applicable Laws
restraining  or  enjoining,  or which may  reasonably  be expected to nullify or
render  ineffective,  this  Agreement or the  consummation  of the  transactions
contemplated  hereby or which otherwise  could  reasonably be expected to have a
Material Adverse Effect on the Assets or the Business.

         6.2 CONSENTS AND  APPROVALS.  The  Purchaser and the Company shall have
received  evidence,  in  form  and  substance  reasonably  satisfactory  to  the
Purchaser and the Company, that all consents, waivers, releases, authorizations,
approvals,  licenses,  certificates,  Permits  and  franchises  of  all  Persons
(including each and every  Governmental Body) set forth on SCHEDULE 5.10 of this
Agreement.  All  consents  of a  Governmental  Body  shall  be by  Final  Order;
PROVIDED,  HOWEVER, that if the Purchaser and the Company waive the condition of
Governmental  Body  consent by Final  Order,  the  parties  shall  consider  the
Governmental  Body consent without Final Order  sufficient to proceed to Closing
according to the other terms of this Agreement. "FINAL ORDER" means an action or
decision  of the  Governmental  Body as to which  (i) no  request  for a stay is
pending, no stay is in effect, and any deadline for filing such request that may
be  designated  by  statute or  regulation  has  passed,  (ii) no  petition  for
rehearing or  reconsideration  or application for review is pending and the time
for  the  filing  of  such  petition  or  application  has  passed,   (iii)  the
Governmental Body does not have the action or decision under  reconsideration on
its own motion and the time within which it may effect such  reconsideration has
passed, and



                                       42
<PAGE>


(iv) no judicial  appeal is pending or in effect and any deadline for filing any
such appeal that may be designated by statute or rule has passed.

                                   ARTICLE 7

            ADDITIONAL CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE
                       PURCHASER AND THE PURCHASER PARENT

         Unless waived by the  Purchaser  and the  Purchaser  Parent in writing,
each and  every  obligation  of the  Purchaser  and the  Purchaser  Parent to be
performed  at the  Closing  shall be  subject  to the  satisfaction  at or prior
thereto of each and all of the following conditions precedent:

         7.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties  (as modified by the  Schedules  and any  Supplement(s))  made by the
Company and the Company Parent in this Agreement and in the Ancillary Documents,
shall be true and  correct  at and as of the  Closing  with the same  force  and
effect as though such  representations  and warranties had been made or given at
and as of the Closing.

         7.2  COMPLIANCE  WITH  COVENANTS  AND  AGREEMENTS.  The Company and the
Company  Parent shall have  performed and complied with all of their  respective
covenants,  agreements  and  obligations  under this  Agreement  which are to be
performed  or complied  with by them at or prior to the Closing,  including  the
execution and delivery of the Ancillary  Documents  specified in Section  2.3(b)
hereof or in such other  documents,  instruments  and  agreements,  all of which
shall be reasonably  satisfactory in form and substance to the Purchaser and the
Purchaser Parent.

         7.3 NO MATERIAL ADVERSE CHANGE.  As of the Closing Date,  nothing shall
have occurred which had, or which would with  reasonable  certainty be likely to
have,  individually  or in the  aggregate,  a  Material  Adverse  Effect  on the
Business.

         7.4 LEGAL  OPINION.  The Purchaser  shall have received an opinion from
the counsel for the Company, dated as of the Closing Date, in form and substance
satisfactory  to the  Purchaser  and the  Purchaser  Parent in their  reasonable
commercial discretion.

         7.5 CORPORATE ACTION. The Purchaser and the Purchaser Parent shall have
received (a) a certificate  of the Secretary of the Company as to the incumbency
and  signatures  of the  officers  and  directors,  and  (b) a  legal  existence
certificate  of existence  from (i) the State of Minnesota for the Company,  and
(ii) foreign qualification good standing certificates from each jurisdiction set
forth on SCHEDULE 3.1.

         7.6 EMPLOYMENT  AGREEMENTS.  Employment agreements with and executed by
those Persons  listed on SCHEDULE 7.6, who are each  executive  employees of the
Company (the  "EMPLOYMENT  AGREEMENTS")  shall be delivered to the Purchaser and
the Company.

         7.7 CONFIDENTIALITY  AGREEMENTS AND NON-COMPETITION.  Each of the Hired
Active  Employees  shall  execute  and deliver at or prior to the Closing to the
Purchaser  confidentiality  and  non-competition  agreements  acceptable  to the
Purchaser.



                                       43
<PAGE>


                                   ARTICLE 8

          ADDITIONAL CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS

         Unless  waived by the Company and the Company  Parent in writing,  each
and every  obligation  of the Company and the Company  Parent to be performed at
the Closing shall be subject to the satisfaction at or prior thereto of each and
all of the following conditions precedent:

         8.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties  (as modified by the  Schedules  and any  Supplement(s))  made by the
Purchaser and the Purchaser  Parent in this Agreement,  including the documents,
instruments and agreements to be executed and delivered by the Purchaser and the
Purchaser Parent pursuant to this Agreement, shall be true and correct at and as
of the Closing with the same force and effect as though such representations and
warranties had been made or given at and as of the Closing.

         8.2  COMPLIANCE  WITH COVENANTS AND  AGREEMENTS.  The Purchaser and the
Purchaser Parent shall have performed and complied in all material respects with
all of  their  respective  covenants,  agreements  and  obligations  under  this
Agreement  which are to be performed or complied with by them at or prior to the
Closing, including the execution and delivery of the documents,  instruments and
agreements specified in Section 2.3(c) hereof or in such documents,  instruments
and  agreements,  all of which  shall  be  reasonably  satisfactory  in form and
substance to the Company and the Company Parent.

         8.3 LEGAL OPINION.  The Company shall have received an opinion from the
counsel for the  Purchaser  and the  Purchaser  Parent,  dated as of the Closing
Date, in form and substance  satisfactory  to the Company and the Company Parent
in their reasonable commercial discretion.

         8.4  DELIVERY  OF  RECEIPT  FOR  PURCHASE  PRICE  AND THE  SHARES.  The
Purchaser  shall have delivered to the Company,  against receipt of the executed
Bill of Sale,  Assignment and Assumption  Agreement and the other  documents and
instruments to be delivered by the Purchaser  pursuant to this Agreement for the
Assets,  the  Purchase  Price  to be  paid on the  Closing  Date  determined  in
accordance with Section 2.2.

                                   ARTICLE 9

                                 INDEMNIFICATION

         9.1 INDEMNIFICATION BY THE COMPANY.  The Company and the Company Parent
hereby  covenant  and agree to  jointly  and  severally  indemnify  and hold the
Purchaser,  the  Purchaser  Parent,  and  its  respective  officers,  directors,
employees,  Affiliates,  shareholders  and  agents,  and each of its  respective
heirs,   personal   representatives,   successors  and  permitted  assigns  (the
"PURCHASER INDEMNIFIED  PARTIES"),  harmless from, against and in respect of any
and all  losses,  costs,  expenses  (including  without  limitation,  reasonable
attorneys' and independent  accountants' fees and  disbursements),  Liabilities,
damages  (excluding  incidental,  consequential  or  punitive  damages),  fines,
penalties,  charges,  assessments,  judgments,  settlements,  claims,  causes of
action and other obligations of any nature whatsoever



                                       44
<PAGE>


(individually,  a "LOSS" and  collectively,  "LOSSES") that the Purchaser or the
Purchaser Parent may at any time, directly or indirectly, suffer, sustain, incur
or become subject to, to the extent arising out of, based upon or resulting from
or on account of each of the following:

                  (a) the breach or falsity of any  representation  or  warranty
         made by the Company or the Company Parent in this Agreement (as amended
         by any  Supplement),  including the Ancillary  Documents to be executed
         and delivered by the Company and the Company Parent pursuant hereto and
         thereto; or

                  (b)  the  breach  of any  covenant  or  agreement  made by the
         Company  or  the  Company  Parent  in  this  Agreement,  including  the
         Ancillary  Documents to be executed and delivered by the Company or the
         Company Parent;

                  (c) any and all Excluded Liabilities;

                  (d) any (i)  Contract of the  Company  that is not part of the
         Assets, or (ii) any breach by the Company at or prior to the Closing of
         a Contract of the Company that is part of the Assets, or any failure by
         the Company to have performed any obligation or satisfied any Liability
         thereunder  to the extent  required to be performed or satisfied by the
         Company  at or prior  to the  Closing,  to the  extent  not  adequately
         reserved  for on the  Closing  Balance  Sheet as set  forth in  Section
         2.2(b);

                  (e) any claim by a Third Party  arising out of,  relating  to,
         resulting  from  or  caused  (whether  in  whole  or in  part)  by  any
         transaction,  event,  condition,  occurrence  or  situation  in any way
         relating  to the  Company  or the  operation  of the  Business  and the
         ownership  or use of the  Assets  at any time on or  prior  to  Closing
         without  regard to whether such claim is first  asserted at or prior to
         Closing or is first asserted at any time  thereafter,  to the extent it
         is not an Assumed  Liability or is not  adequately  reserved for on the
         Closing Balance Sheet;

                  (f) any  obligation or Liability of the Company or the Company
         Parent for the  conduct of any  business  by the Company or the Company
         Parent or any Taxes  attributable  to or arising from the  ownership or
         sale or use of the  Assets  prior to and on the  Closing  Date,  to the
         extent not adequately reserved for on the Closing Balance Sheet; and

                  (g)  any  Liability  resulting  from  any  current  or  future
         Proceeding (whether Threatened or unthreatened)  involving the Company,
         the Company Parent,  the Business or the Assets to the extent that such
         cause of action arose on or prior to the Closing  Date,  regardless  of
         whether or not such  Proceeding or Threatened  Proceeding was commenced
         on or prior to the Closing Date or disclosed by the Company on SCHEDULE
         3.7, to the extent not adequately  reserved for on the Closing  Balance
         Sheet.

         PROVIDED, HOWEVER, that the Company and the Company Parent shall not be
required to provide such indemnification for a Loss or Losses resulting from (x)
a breach or falsity of any  representation and warranty in this Agreement or any
Ancillary  Document,  or (y) the breach of a covenant of this  Agreement  or any
Ancillary  Document,  unless and until the Purchaser  Indemnified  Parties shall
have sustained aggregate Losses as a result of one or more such



                                       45
<PAGE>


breaches or falsities of  Thirty-Five  Thousand  Dollars  ($35,000) (the "BASKET
AMOUNT")  (and then only for claims which in the  aggregate,  when combined with
all other claims for Losses  result in Losses  which exceed the Basket  Amount),
EXCEPT that the Basket  Amount for  purposes of this Section 9.1 shall not apply
to any Loss or Losses  arising  from,  in  connection  with or  incident  to any
Liability   resulting   from  (i)  the   fraudulent   actions   or   intentional
misrepresentations   by  the  Company  or  the  Company  Parent,  (ii)  Excluded
Liabilities,  or (iii)  Transactional  Expenses  of the  Company or the  Company
Parent  incurred  in  connection  with  the  consummation  of  the  transactions
contemplated hereby, including those set forth in Section 13.10 hereof.

         Notwithstanding  the  foregoing,  any Loss or  aggregate  Losses  to be
indemnified  in excess of the Basket  Amount by the  Company  and/or the Company
Parent  under this  Agreement  shall not exceed the  Purchase  Price paid by the
Purchaser, except that the indemnity limit shall not apply to any Loss or Losses
arising from, in connection with or incident to any Liability resulting from the
fraudulent  actions  or  intentional  misrepresentations  of the  Company or the
Company Parent.  Rescission shall not be a remedy available to the parties.  The
parties  shall  compute  damages  for a Loss or Losses  based on the  reasonable
estimation of actual economic loss;  PROVIDED,  HOWEVER,  it is acknowledged and
agreed that the Company and the Company Parent shall not be responsible  for the
conduct of the Business by the Purchaser after the Closing Date.

         Notwithstanding  any contrary  provision or direction set forth in this
Agreement,  in the event  that any  claims  are made with  respect  to  specific
balance  sheet items set forth on the Financial  Statements  or Closing  Balance
Sheet  accounts,  such as  accounts  receivable,  accrued  expenses  or accounts
payable,  any such claim  shall be analyzed in relation to whether the amount of
the claim when  compared to the Net Current  Liabilities  would have resulted in
any Purchase Price Adjustment.  For example,  in the event that accounts payable
are understated in the Closing Balance Sheet, but the Net Current Liabilities as
computed in accordance with this Section 2.2(b) are more than (in absolute value
terms),  there shall be no claim for such item unless the amount,  when added to
the Guaranteed  Net Current  Liabilities  computed in the Closing  Balance Sheet
would have resulted in a payment to the  Purchaser by the Company.  In addition,
any claim of an excess  current  Liability  may be offset by the Company for any
current Asset which is in excess of the Asset amount as set forth in the Closing
Balance Sheet.

         In the event the Company and the Company Parent become obligated to the
Purchaser  and/or the Purchaser  Parent for a Loss or Losses,  the Company shall
remit to the  Purchaser  and/or the  Purchaser  Parent (i) first,  the Purchaser
Parent Stock in escrow and, if necessary,  (ii) second, the Company Parent Stock
in escrow,  in full or partial payment of the Loss or Losses (with reissuance of
a new  certificate  if the Loss is,  or Losses  are,  less than the value of the
Purchaser  Parent Stock and/or the Company  Parent Stock,  as  applicable).  The
Purchaser Parent Stock and the Company Parent Stock in escrow for the purpose of
such payment(s) will be valued at the volume weighted  average  reported closing
price of the Purchaser  Parent Stock or the Company Parent Stock, as applicable,
for the ten (10) trading days immediately preceding the third (3rd) day prior to
the date such stock is tendered.

9.2  INDEMNIFICATION  BY THE PURCHASER.  The Purchaser  hereby agrees to defend,
indemnify  and  hold  the  Company  and  its  respective  Affiliates,  officers,
trustees, beneficiaries, heirs, personal representatives, successors and assigns
(the "COMPANY INDEMNIFIED PARTIES"),



                                       46
<PAGE>


harmless from, against and in respect of any and all Losses that the Company may
at any time, directly or indirectly,  suffer,  sustain,  incur or become subject
to, to the extent  arising out of, based upon or resulting from or on account of
each or all of the following:

                  (a) the breach or falsity of any  representation  or  warranty
         made by the Purchaser in this  Agreement (as amended by any  Supplement
         properly provided), including the documents, instruments and agreements
         to be executed  and/or  delivered by the Purchaser  pursuant hereto and
         thereto; or

                  (b)  the  breach  of any  covenant  or  agreement  made by the
         Purchaser in this Agreement,  including the documents,  instruments and
         agreements to be executed  and/or  delivered by the Purchaser  pursuant
         hereto or thereto; or

                  (c) any Assumed Liabilities.

         PROVIDED,  HOWEVER,  that the Purchaser and the Purchaser  Parent shall
not be required to provide such  indemnification  for a Loss or Losses resulting
from (x) breach or falsity of any  representation  or warranty in this Agreement
or any Ancillary Document,  or (y) breach of a covenant of this Agreement or any
Ancillary Document,  unless and until the Company Indemnified Parties shall have
sustained  Losses as a result of one or more such  breaches or  falsities of the
Basket  Amount (and then only for claims which in the  aggregate  when  combined
with all other  claims  for  Losses  result in Losses  which  exceed  the Basket
Amount),  except that the Basket  Amount for  purposes of this Section 9.2 shall
not apply to any claims of, or Loss or Losses  incurred  by, the  Company or the
Company Parent  arising from, in connection  with or incident to (i) the payment
of the Purchase Price to the Company,  (ii) any Taxes, fees or penalties payable
by the Purchaser or the Purchaser  Parent,  (iii) the payment and performance of
any Contract assumed by the Purchaser and/or the Purchaser  Parent,  or (iv) any
Assumed Liability or Liability  resulting from fraudulent actions or intentional
misrepresentations by the Purchaser or the Purchaser Parent.

         9.3  PROCEDURE FOR  INDEMNIFICATION.  In the event any of the Purchaser
Indemnified   Parties  or  the  Company  Indemnified  Parties  intends  to  seek
indemnification  pursuant to the  provisions  of Sections 9.1 or 9.2 hereof (the
"INDEMNIFIED PARTY"), the Indemnified Party shall promptly give notice hereunder
to the other party (the "INDEMNIFYING  PARTY") after obtaining written notice of
any  claim,  investigation,  or the  service  of a summons  or other  initial or
continuing  legal  or  administrative   process  or  Proceeding  in  any  action
instituted  against the  Indemnified  Party as to which recovery or other action
may be sought  against  the  Indemnified  Party  because of the  indemnification
provided for in Section 9.1 or 9.2 hereof,  and, if such  indemnity  shall arise
from the  claim  of a Third  Party,  the  Indemnified  Party  shall  permit  the
Indemnifying  Party to assume the  defense of any such claim and any  litigation
resulting from such claim;  PROVIDED,  HOWEVER, that the Indemnified Party shall
not be  required  to permit  such an  assumption  of the defense of any claim or
Proceeding  which,  if not first paid,  discharged or otherwise  complied  with,
would result in a material  interruption  or  disruption  of the business of the
Indemnified Party, or any material part thereof.  Notwithstanding the foregoing,
the right to  indemnification  hereunder shall not be affected by any failure of
the Indemnified  Party to give such notice (or by delay by the Indemnified Party
in giving such notice) unless,  and then only to the extent that, the rights and
remedies of the Indemnifying Party shall have been prejudiced as a



                                       47
<PAGE>


result of the failure to give, or delay in giving,  such notice.  Failure by the
Indemnifying Party to notify the Indemnified Party of its election to defend any
such claim or action by a Third  Party  within  twenty  (20) days  after  notice
thereof shall have been given to the Indemnifying Party shall be deemed a waiver
by the Indemnifying Party of its right to defend such claim or action.

         If  the   Indemnifying   Party  assumes  the  defense  of  such  claim,
investigation  or  Proceeding  resulting  therefrom,   the  obligations  of  the
Indemnifying Party hereunder as to such claim, investigation or Proceeding shall
include  taking all steps  necessary in the defense or settlement of such claim,
investigation or Proceeding and holding the Indemnified  Party harmless from and
against any and all Losses  arising from, in connection  with or incident to any
settlement  approved  by the  Indemnifying  Party  or any  judgment  entered  in
connection  with  such  claim,  investigation  or  Proceeding  (subject  to  the
remaining Basket Amount,  if any, and  indemnification  limits set forth in this
Agreement),  except where, and only to the extent that, the  Indemnifying  Party
has been  prejudiced by the actions or omissions of the Indemnified  Party.  The
Indemnifying  Party shall not,  in the  defense of such claim or any  Proceeding
resulting therefrom,  consent to entry of any judgment (other than a judgment of
dismissal on the merits  without  costs) except with the written  consent of the
Indemnified Party (which consent shall not be unreasonably withheld,  delayed or
conditioned)  or enter into any settlement  (except with the written  consent of
the Indemnified Party, which consent shall not be unreasonably withheld, delayed
or conditioned)  unless (i) there is no finding or admission of any violation of
Applicable  Law and no material  effect on any claims that could  reasonably  be
expected to be made against the Indemnified Party, (ii) the sole relief provided
is monetary  damages that are paid in full for Losses  (subject to the remaining
Basket Amount (which will be paid by the  Purchaser),  if any, but which payment
does not exceed the  indemnification  limits set forth in this  Agreement),  and
(iii) the  settlement  shall include the giving by the claimant or the plaintiff
to the  Indemnified  Party a release from all Liability in respect to such claim
or litigation.

         If  the   Indemnifying   Party  assumes  the  defense  of  such  claim,
investigation or Proceeding resulting therefrom,  the Indemnified Party shall be
entitled to participate  in the defense of the claim,  but solely by observation
and  comment  to  the  Indemnifying  Party,  and  the  counsel  selected  by the
Indemnified  Party  shall not  appear on its  behalf in any  Proceeding  arising
hereunder.  The  Indemnified  Party  shall  bear the fees  and  expenses  of any
additional  counsel  retained by it to  participate in its defense unless any of
the following  shall apply:  (i) the  employment of such counsel shall have been
authorized  in  writing  by the  Indemnifying  Party,  or (ii) the  Indemnifying
Party's  legal counsel shall advise the  Indemnifying  Party in writing,  with a
copy to the Indemnified  Party,  that there is a conflict of interest that would
make it inappropriate under applicable standards of professional conduct to have
common counsel.  If clause (i) or (ii) in the immediately  preceding sentence is
applicable,  then the  Indemnified  Party may  employ  separate  counsel  at the
expense of the Indemnifying  Party to represent the Indemnified Party, but in no
event shall the Indemnifying Party be obligated to pay the costs and expenses of
more than one such  separate  counsel for any one  complaint,  claim,  action or
Proceeding in any one jurisdiction.

         If the Indemnifying Party does not assume the defense of any such claim
by a Third Party or litigation  resulting therefrom after receipt of notice from
the Indemnified  Party,  the Indemnified  Party may defend against such claim or
litigation in such manner as it  reasonably  deems  appropriate,  and unless the
Indemnifying  Party shall deposit with the Indemnified Party a



                                       48
<PAGE>


sum equivalent to the total amount demanded in such claim or litigation plus the
Indemnified  Party's  estimate  of  the  cost  (including  attorneys'  fees)  of
defending the same, the Indemnified Party may settle such claim or Proceeding on
such terms as it may reasonably  deem  appropriate  and the  Indemnifying  Party
shall,  subject to its defenses and the applicability of any remaining threshold
loss  amount  provided  for  in  Section  9.1  hereof,  promptly  reimburse  the
Indemnified Party for the amount of such settlement and for all reasonable costs
(including  attorneys'  fees),  expenses and damages incurred by the Indemnified
Party in  connection  with the  defense  against or  settlement  of such  claim,
investigation  or  litigation,  or if any  such  claim or  litigation  is not so
settled,  the  Indemnifying  Party  shall,  subject  to  its  defenses  and  the
applicability of any remaining Basket Amount provided for in Section 9.1 hereof,
promptly   reimburse  the  Indemnified   Party  for  the  amount  of  any  final
non-appealable  judgment  rendered with respect to any claim by a Third Party in
such  litigation and for all costs  (including  attorneys'  fees),  expenses and
damage incurred by the Indemnified  Party in connection with the defense against
such claim or  litigation,  whether or not  resulting  from,  arising out of, or
incurred with respect to, the act of a Third Party.

         Each party shall  cooperate in good faith and in all respects with each
Indemnifying  Party and its  representatives  (including  without limitation its
counsel) in the investigation,  negotiation, settlement, trial and/or defense of
any  Proceedings  (and any appeal arising  therefrom) or any claim.  The parties
shall cooperate with each other in any notifications to and information requests
of any insurers. No individual representative of any Person, or their respective
Affiliates  shall  be  personally  liable  for any  Loss or  Losses  under  this
Agreement, except as specifically agreed to by said individual representative.

         9.4  DISPUTE  RESOLUTION.  In the event a  dispute  arises  under  this
Agreement,  except with respect to the Purchase Price  Adjustment  under Section
2.2(b) and equitable  remedies pursued under this Agreement  (including  Section
11.3),  such disputes  shall be resolved in the manner set forth in this Section
9.4.

                  (a) If a dispute  arises under this  Agreement,  including any
         question   regarding  the  existence,   validity,   interpretation   or
         termination  hereof,  which is not  described  as an  exception in this
         Section  9.4,  the  Purchaser  and the  Company  may invoke the dispute
         resolution  procedure  set forth in this Section 9.4 by giving  written
         notice to the other  party.  The parties  shall enter into  discussions
         concerning this dispute.  If the dispute is not resolved as a result of
         such discussion in ten (10) days.

                  (b) The matter shall be submitted for,  subject to and decided
         by arbitration in accordance with the Commercial  Arbitration  Rules of
         the American Arbitration Association currently in effect as of the date
         of this Agreement  ("AAA RULES"),  except to the extent those rules are
         inconsistent with this Section 9.4. Any arbitration must be held in New
         York by a single arbitrator mutually selected by the parties hereto or,
         if  the  parties  hereto  cannot  agree  on  the  appointment  of  such
         arbitrator  within  ten (10)  days  following  the date  notice  of the
         dispute  is  given  by a party  to the  adverse  party,  an  arbitrator
         selected  according to the AAA Rules. The  arbitrator's  award shall be
         final,  conclusive and binding upon all parties to this Agreement,  and
         judgment  may  be  entered  upon  it in  accordance  with  the  Federal
         Arbitration Act in any court of general jurisdiction in New York, or in
         any United States District Court for the Southern District of New



                                       49
<PAGE>


         York.  The  arbitrator  shall be  required to provide in writing to the
         parties  the  basis for the  award or order of such  arbitrator,  and a
         court reporter shall record all hearings (unless otherwise agreed to by
         the parties),  with such record constituting the official transcript of
         such  Proceedings.  The Company and the Purchaser  specifically  desire
         this  arbitration  clause to be governed by the United  States  Federal
         Arbitration Act, and not by the arbitration laws of any state.

                  (c) The  parties  hereto  agree  and  consent  that any  legal
         action,  suit or  Proceeding  seeking to enforce this Section 9.4 or to
         confirm  or contest  any  arbitration  award  shall be  instituted  and
         adjudicated solely and exclusively in any court of general jurisdiction
         in New York,  or in the United States  District  Court for the Southern
         District  of New York and the parties  hereto  agree that venue will be
         proper in such courts and waive any  objection  which they may have now
         or hereafter  to the venue of any such suit,  action or  Proceeding  in
         such courts,  and irrevocably  consent and agree to the jurisdiction of
         said courts in any such suit, action or Proceeding. Each of the parties
         hereto further agree to accept and  acknowledge  service of any and all
         process  which may be served in any such suit,  action or Proceeding in
         said courts, and also agree that service of process or notice upon them
         shall be deemed in every respect effective service of process or notice
         upon them, in any suit,  action,  Proceeding or arbitration  demand, if
         given or made:  (i) according to Applicable  Law, (ii) according to the
         AAA Rules,  (iii) by a Person over the age of eighteen  who  personally
         serves such notice or service of process on the  applicable  party(ies)
         hereto, or (iv) by certified mail, return receipt requested,  mailed to
         the applicable  party(ies)  hereto,  at their respective  addresses set
         forth in this Agreement.

                  (d) In the event of arbitration filed or instituted between or
         among the parties  pursuant to this Section 9.4, the  prevailing  party
         will be entitled to receive from the adverse  party all costs,  damages
         and expenses,  including  reasonable  attorney's fees,  incurred by the
         prevailing party in connection with that action or Proceeding,  whether
         or not the controversy is reduced to judgment or award.  The prevailing
         party will be that party who is  determined  by the  arbitrator to have
         prevailed on the major disputed issues.

         9.5 EFFECT OF INSURANCE. An Indemnified Party who has a right to make a
claim under any policy of insurance with respect to an indemnified claim made by
the Indemnified  Party shall use  commercially  reasonable  efforts to make such
claim on a prompt and  competent  basis in the manner  required by the insurance
carrier.  The Indemnified  Party shall use  commercially  reasonable  efforts to
promptly and  diligently  pursue such claim and shall  cooperate  fully with the
insurance carrier and the Indemnifying  Party in the prosecution of the claim or
claims.  In the event an  Indemnified  Party  receives  insurance  proceeds with
respect to Losses for which the  Indemnified  Party has made an  indemnification
claim prior to the date on which the Indemnifying  Party is required pursuant to
this Article 9 to pay such  indemnification  claim,  the  indemnification  claim
shall be reduced by an amount equal to such insurance  proceeds  received by the
Indemnified  Party  less all  reasonable  out-of-pocket  costs  incurred  by the
Indemnified Party in its pursuit of such insurance  proceeds.  If such insurance
proceeds  are  received  by the  Indemnified  Party  after the date on which the
Indemnifying  Party  is  required  pursuant  to  this  Article  9  to  pay  such
indemnification  claim, the Indemnified Party shall, no later than five (5) days
after the receipt of such insurance  proceeds,  reimburse the Indemnifying Party
in an  amount  equal to such  insurance  proceeds  (but in no event in an amount
greater than the



                                       50
<PAGE>


Losses theretofore paid to the Indemnified Party by the Indemnifying Party) less
all  reasonable  out-of-pocket  costs  incurred  by  the  Indemnified  Party  in
obtaining such insurance proceeds.  In either case, the Indemnifying Party shall
compensate the Indemnified Party for all costs incurred by the Indemnified Party
subsequent  to either the  reduction  of any  indemnification  claim as provided
above, or the delivery of any such insurance  proceeds to the Indemnifying Party
as  provided  above,  as the case may be,  as a  result  of any such  insurance,
including,    but   not   limited   to,   retrospective   premium   adjustments,
experience-based  premium adjustments  (whether  retroactive or prospective) and
indemnification or surety obligations of the Indemnified Party to any insurer. A
claim for such costs  shall be made by an  Indemnified  Party by  delivery  of a
written notice to the Indemnifying Party requesting  compensation and specifying
this  Section 9.5 as the basis on which  compensation  for such costs is sought,
and the  Indemnifying  Party shall pay such costs no later than thirty (30) days
after receiving the written notice requesting such compensation. Notwithstanding
the foregoing, except to the extent set forth in the first two sentences of this
Section 9.5, the Indemnified  Party is not required to pursue a recovery from an
insurer as a  precondition  to the  Indemnifying  Party's  obligation to pay any
indemnification  claim as required by this Article 9, and the Indemnifying Party
shall not be entitled to delay any payment beyond the  respective  payment dates
for any indemnification  claims referred to in this Article 9 for the purpose of
awaiting receipt of insurance proceeds or credits therefor as provided herein.

                                   ARTICLE 10

                                EMPLOYEE MATTERS

         10.1  INFORMATION  ON  ACTIVE  EMPLOYEES.   For  the  purpose  of  this
Agreement,  the term "ACTIVE EMPLOYEES" shall mean all employees employed by the
Company on the Closing Date that are  principally  engaged in the performance of
services in connection with the Business as currently being performed, including
employees  on  temporary  leave of  absence,  including  family  medical  leave,
military leave,  temporary  disability or sick leave, but excluding employees on
long-term  disability  leave.  The  names,  titles  and  salaries  of all Active
Employees are set forth in SCHEDULE 10.1 of this Agreement.

         10.2 EMPLOYMENT OF ACTIVE EMPLOYEES BY THE PURCHASER.  The Purchaser is
not  obligated  to  hire  any  Active  Employee  but  intends  to  hire  all  or
substantially  all such employees upon the Closing.  The Purchaser may interview
all  Active  Employees.  Within  ten (10) days prior to the  Closing  Date,  the
Purchaser  will provide the Company with a list of Active  Employees to whom the
Purchaser  will make an offer of employment  which will become  effective on the
Closing Date.  Such list will be annexed hereto as SCHEDULE 10.2.  Provided that
the  Active  Employees  set  forth  on  SCHEDULE  10.2  commence  work  with the
Purchaser,  each such Active  Employee  shall be known herein as a "HIRED ACTIVE
EMPLOYEE," and collectively,  the "HIRED ACTIVE  EMPLOYEES."  Effective upon the
Closing,  the  Company  shall  have  terminated  the  employment  of  all of its
employees  set forth on SCHEDULE  10.2,  and the  Company  shall not solicit the
continued  employment  of (or employ) any Hired Active  Employee for a period of
one year after the Closing, unless such employee has been (i) terminated for any
reason by the Company,  or (ii) separated  from  employment by the Company for a
period of three (3) months or more.



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<PAGE>


         10.3 TERMS AND CONDITIONS OF OFFERS OF EMPLOYMENT. It is understood and
agreed  that  (i) the  Purchaser's  expressed  intention  to  extend  offers  of
employment as set forth in this Article  shall not  constitute  any  commitment,
contract or understanding  (express or implied) or any obligation on the part of
the Purchaser to an employment  relationship of any fixed term or duration after
Closing or upon any terms or conditions  other than those that the Purchaser may
establish  pursuant to  individual  offers of  employment,  and (ii)  employment
offered by the  Purchaser is "at will" and may be terminated by the Purchaser or
an employee at any time for any reason  (subject to any written  commitments  to
the  contrary  made by the  Purchaser  or an  employee  and  Applicable  Law and
regulation). Nothing in this Agreement shall be deemed to prevent or restrict in
any way the right of the Purchaser to terminate, reassign, promote or demote any
of the Hired  Active  Employees  after the  Closing  or to change  adversely  or
favorably the title, powers,  duties,  responsibilities,  functions,  locations,
salaries,  other  compensation  or terms or  conditions  of  employment  of such
employees.  The  Purchaser  will set its own  initial  terms and  conditions  of
employment for the Hired Active Employees and others it may hire, including work
rules,  benefits  and salary and wage  structure,  all as  permitted by law. The
Purchaser  is not  assuming  any  collective  bargaining  agreements  under this
Agreement. The Company shall be solely liable for any severance payment required
to be  made  to  its  employees  due  to the  consummation  of the  transactions
contemplated by this Agreement.

         10.4  SALARIES  AND  BENEFITS  PRIOR TO CLOSING.  The Company  shall be
responsible  for (i) the  payment  of all wages and  other  remuneration  due to
Active  Employees  with  respect to their  services as  employees of the Company
through the Closing,  including incentive payments, (ii) payment of 401(k) match
contributions  and other payments with respect to Benefit Plans,  (iii) employee
bonus payments,  (iv) the payment of any  termination or severance  payments for
Active  Employees,  and the  provision of health plan  continuation  coverage in
accordance with the requirements of COBRA and Sections 601 through 608 of ERISA,
and (v) any and all payments to Active  Employees  required  under the WARN Act,
similar state law, COBRA, and any other Applicable Law. To the extent accrued on
the Closing  Balance Sheet,  the Purchaser shall be obligated to pay or allow as
credit all  accrued  vacation  pay and  personal  time off  earned  prior to the
Closing Date.

         10.5 BENEFITS AND BENEFIT PLANS.  Effective as of the Closing Date, the
Purchaser  shall  offer  to  all  Hired  Active  Employees  the  opportunity  to
participate  in  the  Purchaser's   Benefit  Plans.   The  Purchaser  shall  use
commercially  reasonable efforts to not treat any Hired Active Employee as "new"
employee for purposes of any  exclusion  under any health plan or dental plan of
the Purchaser or any of its Affiliates for a pre-existing  medical condition and
shall attempt to make appropriate  arrangements with its insurance carrier(s) to
achieve such result.  Nothing  herein shall require the Purchaser to maintain in
effect any plan,  plan benefit or similar  provisions with respect to any of its
employees  including but not limited to Hired Active Employees.  Notwithstanding
any contrary  provision of this Article 10, all Hired Active  Employees,  to the
extent the decision is within the  discretion  of the Purchaser or the Purchaser
Parent,  will be credited as of the Closing Date with all past service time with
the Company for purposes of vacation, sick time and personal time off.

         10.6 COMPANY'S RETIREMENT AND SAVINGS PLANS. The Company covenants that
all Hired Active Employees who are participants in the Company's  retirement and
savings plans, if any, shall retain their vested  benefits  thereunder as of the
Closing  Date in  accordance  with the



                                       52
<PAGE>


terms  thereof and the Company (or the Company's  retirement  or savings  plans)
shall retain sole  Liability  for the payment for such benefits as and when such
Hired Active  Employees  become eligible  therefor under such plans. The parties
hereto acknowledge that the Purchaser shall not assume,  maintain, or contribute
to any employee  pension plan or employee  welfare  benefit plan of the Company.
The Company will not make or cause any transfer of, and the Purchaser  shall not
under any circumstances be deemed to have assumed or accrued, any Liability with
respect to pension or other employee benefit plans or assets of the Company.

         10.7 FURTHER  ACTIONS.  The Company shall give any notices  required by
Applicable  Law and take  whatever  other  actions  with  respect  to the plans,
programs and policies  described in this Article 10 as may be necessary to carry
out the arrangements described in this Article 10. The Company and the Purchaser
shall provide each other with such plan documents and summary plan descriptions,
employee data or other  information to the extent  reasonably  required to carry
out the  arrangements  described in this Article 10. If any of the  arrangements
described in this  Article 10 are  determined  by the IRS or other  Governmental
Body to be prohibited  by law, the Company and the  Purchaser  shall modify such
arrangements to as closely as possible reflect their expressed intent and retain
the  allocation  of economic  benefits  and burdens to the parties  contemplated
herein in a manner that is not  prohibited by law. Other than as reserved for on
the Closing  Balance  Sheet,  the Purchaser  shall not have any  responsibility,
Liability or obligation,  whether to Active Employees,  former employees,  their
beneficiaries  or to any other  Person,  with  respect to any  employee  benefit
plans,  practices,   programs  or  arrangements  (including  the  establishment,
maintenance,  operation, sponsorship or termination thereof and the notification
and provision of COBRA coverage extension) maintained by the Company.

         10.8 FORMS.  To the extent allowed by Applicable Law, the Company shall
provide the Purchaser with completed I-9 forms and  attachments  with respect to
all Hired Active  Employees,  except for such employees as the Company certifies
in writing to the Purchaser are exempt from such requirement.

         10.9 WARN ACT. Should any Liability occur as a result of the failure to
comply  with  or give  any  required  notice  to  employees  under  the  Workers
Adjustment and Retraining  Notification Act of 1988, as amended (the "WARN ACT")
and any other  Applicable  Law,  the  Company  assumes  all  responsibility  and
Liability  for any wages and benefits  for  employees of the Company who did not
receive any such required  notice and for civil  penalties by local  governments
which may be imposed for failure to give such required notice, including without
limitation  fines and attorneys'  fees. In the context of any situation in which
the WARN Act applies,  (i) the Company has not effectuated a "plant closing" (as
defined  in the  WARN  Act)  affecting  any  site of  employment  or one or more
facilities  or operating  units within any site of employment or facility of the
Company, and (ii) there has not occurred a "mass layoff" (as defined in the WARN
Act)  affecting any site of  employment or facility of the Company.  The Company
has not been  affected by any  transaction  or engaged in layoffs or  employment
terminations  sufficient in number to trigger  application of any similar state,
local  or  foreign  "plant  closing"  Law or  regulation.  The  Company  assumes
responsibility  for any notice which may be required by the WARN Act as a result
of the  transactions  contemplated by this Agreement.  The Company has not taken
any action prior to the Closing Date to cause any employees to be included in an
"employment loss" for purposes of the WARN Act.



                                       53
<PAGE>


         10.10 COBRA. The Company agrees that the Company shall be solely liable
and responsible for providing COBRA coverage with respect to employees and their
eligible spouses and dependents who are terminated at the time of the Closing or
prior to the  Closing and in  connection  with the  transaction  covered by this
Agreement  and who have  previously  elected  or are  eligible  to elect  COBRA.
Accordingly,  the Company  shall  maintain in effect its group health  insurance
plan for the longest required COBRA coverage period applicable to any terminated
employee or dependents that may be required under the preceding sentence.  Other
than as reserved for on the Closing Balance Sheet of the Business as provided in
Section  2.2(b),  the  Company  agrees  that the  Company  shall  discharge,  in
accordance  with their terms,  all obligations and Liabilities of the Company or
the Company's  Affiliates  with respect to costs of termination of any employees
including:  (a) any severance claim made by any employee (i) that is not offered
employment  by the  Purchaser,  or (ii) to whom  employment  is  offered  by the
Purchaser,  but not accepted by such employee,  or (b) any claim for accrued but
unused vacation, personal, or sick days.

         10.11 NO INTENDED OR INCIDENTAL THIRD PARTY BENEFICIARY.  The employees
of the  Company  are not and shall not be deemed to be  intended  or  incidental
Third Party beneficiaries of this Agreement and shall not have standing to bring
a Proceeding  to enforce the  covenants  set forth in this  Agreement.  Only the
Parties hereto shall have such standing.

                                   ARTICLE 11

                     PERFORMANCE FOLLOWING THE CLOSING DATE

         The following  covenants and agreements  are to be performed  after the
Closing by the parties and shall continue in effect for the periods respectively
indicated or, where no indication is made, until performed:

         11.1 FURTHER ACTS AND  ASSURANCES.  The parties agree that, at any time
and from time to time,  on and  after  the  Closing  Date,  upon the  reasonable
request of the other  party,  they will do or cause to be done all such  further
acts and things and execute,  acknowledge and deliver,  or cause to be executed,
acknowledged  and  delivered  any  and  all  papers,   documents,   instruments,
agreements,  assignments,  transfers,  assurances  and  conveyances  as  may  be
necessary or desirable to carry out and give effect to the provisions and intent
of this Agreement.  In addition,  from and after the Closing Date, the Purchaser
and the  Company  will  afford  to the other  and  their  respective  attorneys,
accountants and other  representatives  access, during normal business hours, to
such personnel, books and records relating to the Company or the Business as may
reasonably  be  required  in  connection   with  the  preparation  of  financial
information,  the filing of Tax Returns and the operation of the  Business,  and
will  cooperate  in all  reasonable  respects  in  connection  with  claims  and
Proceeding asserted by or against third parties, relating to or arising from the
transactions contemplated hereby.

         11.2 CONFIDENTIAL INFORMATION AND NON-COMPETITION AGREEMENTS.

                  (a)  CONFIDENTIAL  INFORMATION.  The Company  understands  and
         agrees  that  the  Business  and the  Purchaser  understands  that  the
         business  of the BPS  Division  and the  Company,  each is  based  upon
         specialized work and that it has, along with their respective



                                       54
<PAGE>


         shareholders,  Related Persons and/or Controlled Persons, received, had
         access to and/or contributed to Confidential Information. Except as may
         be necessary or desirable  (i) for defense of a Loss or  conducting  or
         participating  in a Proceeding in accordance  with Sections 9.1, 9.3 or
         9.4 hereof,  (ii) in enforcing a Party's rights under this Agreement or
         any  Ancillary  Document,  (iii) for the  purpose  of filing any report
         required to be filed with any Governmental  Body, or (iv) in connection
         with  advice   sought   from  an   attorney,   accountant   or  similar
         professional, each party hereto agrees that at all times from and after
         the  Closing  Date,  each  party  hereto  and its  trustees,  officers,
         directors,  shareholders, Related Persons and Controlled Persons, shall
         keep secret all such  Confidential  Information of the other  (assuming
         the transfer of the Assets) and will not directly or indirectly  Use or
         Disclose  the other  party's  Confidential  Information  to any  Person
         without first obtaining the written  consent of the other party,  which
         consent may be withheld or given in the other party's sole  discretion.
         At any time the affected party may so request,  the other party and its
         trustees,  officers,  directors,   shareholders,  Related  Persons  and
         Controlled Persons, shall turn over to the other party all Confidential
         Information of such  requesting  party compiled by or delivered to such
         Persons,  including copies thereof, in its possession,  it being agreed
         that the same and all  information  contained  therein are at all times
         the exclusive property of the requesting party.

         (b)      COVENANT NOT TO COMPETE.

                           (i) COMPANY AND COMPANY  PARENT.  The Company and the
                  Company  Parent  acknowledge  that  in  order  to  assure  the
                  Purchaser,   the   Purchaser   Parent  and  their   respective
                  Affiliates  (the  "PURCHASER  NON-COMPETE  PARTIES")  that the
                  Purchaser will retain the value of the Assets, the Company and
                  the  Company  Parent  agree,  for a period  of four (4)  years
                  following  the  Closing  Date on the  terms  set forth in this
                  Section   11.2(b)(i),   not  to  compete  with  the  Purchaser
                  Non-Compete  Parties  solely in the  provision  of primary and
                  secondary research for information and knowledge which has, at
                  its core, the  aggregation,  interpretation  and  assimilation
                  capabilities    conducted   by   human   researchers   (versus
                  machine-generated   data  and  information)   (the  "PURCHASER
                  COMPETITIVE  BUSINESS"),  subject to the terms  hereafter  set
                  forth.

                           For a  period  of four  (4)  years  beginning  on the
                  Closing Date,  each of the Company and the Company  Parent and
                  their  respective  Affiliates,  other than  Sopheon GmbH as it
                  relates to the European market,  at the time of determination,
                  shall not engage or have an  interest,  anywhere in the United
                  States of  America  or any  other  geographic  area  where the
                  Purchaser  Non-Compete  Parties do business at the date hereof
                  or in which their respective products or services are marketed
                  at the date  hereof (in each case after  giving  effect to the
                  purchase of the Assets),  alone or in association with others,
                  as principal,  officer,  agent,  employee,  director,  member,
                  partner,  lender or  stockholder  (except  as an  employee  or
                  consultant of the Purchaser Non-Compete Parties or as an owner
                  of five  percent  (5%) or less  of the  stock  of any  company
                  listed  on a  national  securities  exchange  or traded in the
                  over-the-counter   market),   or  through  the  investment  of
                  capital,  lending of money or property,  provision of capital,
                  or   otherwise,   in  any   business   involving  a  Purchaser
                  Competitive  Business.  The foregoing shall  specifically  not
                  apply to the



                                       55
<PAGE>


                  business,  business practices and activities  described in the
                  definition  of the BPS Division set forth in Recital B to this
                  Agreement.

                           Notwithstanding and in clarification of the forgoing:

                                    (A)  the  restrictions   contained  in  this
                           clause  (i)  shall  not in  any  manner  prohibit  or
                           restrict any sale of the Company  Non-Compete Parties
                           (or  all  or   substantially   all  of  the   Company
                           Non-Compete Party's assets) to a Person that is not a
                           Related  Party that has  revenues  that are  derived,
                           directly or indirectly,  from a Purchaser Competitive
                           Business  which  are less  than  twenty-five  percent
                           (25%)  of  total  revenues  of  such  Person  or  the
                           Affiliate in interest of such Person or the continued
                           business  operations  of such Person,  nor shall such
                           Purchaser  Competitive  Business  be  subject  to the
                           obligations  of the Company  and the  Company  Parent
                           under this Section 11.2.

                           (ii) PURCHASER NON-COMPETE PARTIES. The Purchaser and
                  the Purchaser  Parent  acknowledge that in order to assure the
                  Company,  the Company Parent and their  respective  Affiliates
                  (the "COMPANY  NON-COMPETE  PARTIES") that the Company and the
                  Company  Parent  will  retain  the  value  of  the  respective
                  remaining  businesses  of the BPS  Division  and  the  Company
                  Parent,  the Purchaser and the Purchaser  Parent agree,  for a
                  period of four (4) years  following  the  Closing  Date on the
                  terms set forth in this  Section  11.2(b)(ii),  not to compete
                  with the  Company  Non-Compete  Parties  solely in the sale or
                  marketing, other than portal technology used for access to and
                  distribution  of IM Division  services,  of  software  for the
                  management  and  automation  of Knowledge  Intensive  Business
                  Processes,  and related  installation and integration services
                  (the  "COMPANY  COMPETITIVE  BUSINESS"),  subject to the terms
                  hereafter set forth.

                           For a  period  of four  (4)  years  beginning  on the
                  Closing Date,  each of the Company and the Company  Parent and
                  their  respective  Affiliates  at the  time of  determination,
                  shall not engage or have an  interest,  anywhere in the United
                  States of  America  or any  other  geographic  area  where the
                  Purchaser  Non-Compete  Parties do business at the date hereof
                  or in which their respective products or services are marketed
                  at the date  hereof (in each case after  giving  effect to the
                  purchase of the Assets),  alone or in association with others,
                  as principal,  officer,  agent,  employee,  director,  member,
                  partner,  lender or  stockholder  (except  as an  employee  or
                  consultant of the Company  Non-Compete  Parties or as an owner
                  of five  percent  (5%) or less  of the  stock  of any  company
                  listed  on a  national  securities  exchange  or traded in the
                  over-the-counter   market),   or  through  the  investment  of
                  capital,  lending of money or property,  provision of capital,
                  or otherwise,  in any business involving a Company Competitive
                  Business. The foregoing shall specifically not apply to the IM
                  Division Business.

                          Notwithstanding and in clarification of the foregoing:



                                       56
<PAGE>


                                    (A) no Hired  Active  Employee  shall at any
                           time while an  employee  of  Purchaser  or  Purchaser
                           Parent during such four (4) year period engage in any
                           Company  Competitive  Business,  whether  or not such
                           activity  may  be  allowed  as an  exception  to  the
                           covenant  of  the   Purchaser   Non-Compete   Parties
                           hereunder;

                                    (B) subject to (A) above,  the  restrictions
                           contained  in this  clause  (ii)  shall  lapse and no
                           longer be effective or enforceable in connection with
                           and upon the sale of the  Purchaser or the  Purchaser
                           Parent to a Third Party that was not a Related Person
                           prior to such sale,  whether or not such Third  Party
                           is   primarily   engaged  in  a   software   business
                           competitive with the Company Non-Compete Parties in a
                           transaction that transfers the Business to such Third
                           Party; or

                                    (C)  the  restrictions   contained  in  this
                           clause  (ii)  shall  not in any  manner  prohibit  or
                           restrict any acquisition by the Purchaser Non-Compete
                           Parties  of a  Person  that  has  revenues  that  are
                           derived,  directly  or  indirectly,  from  a  Company
                           Competitive  Business which are less than twenty-five
                           percent (25%) of total revenues of such Person or the
                           Affiliate in interest of such Person or the continued
                           business operations of such Person.

                           (iii)  NON-SOLICITATION.   During  the  same  period,
                  neither  the  Purchaser  Non-Compete  Parties  nor the Company
                  Non-Compete  Parties  will  recruit  or  otherwise  solicit or
                  induce any Person who is an employee of, or otherwise  engaged
                  by,  the  other  or  any of  their  respective  Affiliates  to
                  terminate  his or her  employment or other  relationship  with
                  such party, or hire any Person who has left the employ of such
                  party during the preceding four (4) months.

                           (iv)  REASONABLE  RESTRICTIONS.  The  parties  hereto
                  acknowledge that compliance with the restrictions set forth in
                  this Section  11.2(b) are reasonable and will not prevent them
                  from earning a livelihood. The parties hereto acknowledge that
                  this Section 11.2(b) and the parties'  respective  obligations
                  hereunder are reasonable in light of the consideration of this
                  Agreement and were a material  inducement and condition to the
                  parties  entering  into  this  Agreement  and  performing  the
                  transactions contemplated hereby, and are necessary to protect
                  the respective  goodwill and legitimate  business interests of
                  the parties.

                           (v) ASSIGNMENT AND ASSUMPTION.  If there shall be any
                  consolidation,  merger or  amalgamation  of the Company or the
                  Company  Parent  with  another  Person or any  acquisition  of
                  capital stock of the Company or the Company Parent by means of
                  a share exchange (other than a consolidation,  merger or share
                  exchange  in which the  Company or the  Company  Parent is the
                  continuing  corporation) or any sale or conveyance of all or a
                  portion of the BPS  Division  (any such event  being  called a
                  "CAPITAL  REORGANIZATION"),  as a condition to  effecting  any
                  Capital  Reorganization,  the Company or the Company Parent or
                  the successor or surviving  corporation or the acquirer of the
                  BPS Division, as the case



                                       57
<PAGE>


                  may be,  shall assume the  obligations  of the Company and the
                  Company Parent under this Section 11.2.

         11.3 INJUNCTIVE RELIEF. The parties agree that the remedy of damages at
law for the breach by any party of any of the  covenants  contained  in Sections
11.1 or 11.2 is an inadequate  remedy.  In recognition of the  irreparable  harm
that a  violation  by (i) the  Company of any of the  covenants,  agreements  or
obligations  arising under Sections 11.1 or 11.2 would cause the Purchaser,  and
(ii) the Purchaser of any of the covenants,  agreements or  obligations  arising
under  Section  11.1,  would cause the  Company,  (x) the  Company,  and (y) the
Purchaser,  each agree on behalf of  themselves  and their  trustees,  officers,
directors, shareholders, Related Persons and Affiliates, that in addition to any
other  remedies or relief  afforded by law, an  Injunction  against an actual or
Threatened  violation  or  violations  may be issued  against it and/or them and
every other Person concerned thereby,  it being the understanding of the parties
that both damages and Injunction  shall be proper modes of relief and are not to
be considered alternative remedies.

         11.4 BLUE  PENCIL  DOCTRINE.  In the event that any of the  restrictive
covenants  contained  in this  Article  shall be  found by a court of  competent
jurisdiction  to be  unreasonable  by  reason of its  extending  for too great a
period of time or over too great a geographic area or by reason of its being too
extensive in any other respect,  then such restrictive  covenant shall be deemed
modified to the minimum extent  necessary to make it reasonable and  enforceable
under the circumstances.

         11.5 COMPANY  PARENT  INDEMNIFICATION  SHARES.  In connection  with the
indemnification  obligations  of the Company  Parent under this  Agreement,  the
Company Parent shall deliver the number of shares of Company Parent common stock
("COMPANY PARENT STOCK") calculated in accordance with this Section 11.5, to the
Escrow Agent in the name of the  Purchaser  within five (5) business  days after
the  Closing.   In  connection  with  this  transmittal,   the  Purchaser  shall
concurrently  deliver an assignment  separate from  certificate  (the "PURCHASER
STOCK  ASSIGNMENT")  for the Company  Parent Stock to the Escrow Agent to enable
the Company  Parent Stock to be  redelivered to the Company Parent or such other
nominee as the Company  Parent  shall  advise the Escrow Agent in the event that
all or a  portion  of the  Company  Parent  Stock  is not  claimed  and  used to
indemnify the Purchaser  Indemnified  Parties  pursuant to this  Agreement.  The
Purchaser Stock  Assignment will be signed by the Purchaser,  but the transferee
and the number of shares to be transferred  will be left blank for completion by
the Escrow Agent.  The number of shares of Company Parent Stock required will be
determined  by dividing  $100,000 by the average  closing  price for the Company
Parent Stock which shall be calculated as the volume weighted average on the AIM
market  of the  London  Stock  Exchange  of the  Company  Parent  Stock ten (10)
consecutive trading days immediately  preceding the third (3rd) day prior to the
date on which the  payment/remittance is to be tendered,  and shall be converted
to United  States  dollars from United  Kingdom  pounds  pursuant to the average
exchange  rate  (between  such  dollars  and  pounds)  during  such ten (10) day
consecutive  trading  period,  unless  the  number of  shares  of  common  stock
determined  to be  required  is more than  500,000,  in which case the amount of
Company Parent Stock shall be restricted to 500,000  shares.  The disposition of
the Company  Parent Stock once delivered to the Escrow Agent shall be determined
by the terms of the Escrow Agreement.

         11.6  CONSENTS.  After the Closing Date,  the Company and the Purchaser
will cooperate and will each use commercially  reasonable  efforts to obtain any
consents listed on SCHEDULE 3.4



                                       58
<PAGE>


that are not  obtained  prior to the  Closing  Date.  Anything  to the  contrary
notwithstanding, this Agreement shall not operate to assign any Contract, or any
claim,  right or  benefit  arising  thereunder  or  resulting  therefrom,  if an
attempted  assignment  thereof,  without the  consent of a Third Party  thereto,
would constitute a breach,  default or other contravention thereof or in any way
adversely affect the rights of the Company or the Purchaser  thereunder.  In the
event that a consent  required to assign any  Contract or Permit is not obtained
on or prior to the  Closing  Date,  then,  subject  always  to the  terms of the
applicable Contract or Permit and to the extent permitted by Applicable Law, the
parties will use commercially reasonable efforts to (i) provide to the Purchaser
the benefits of the  applicable  Contract to the extent related to the Business,
(ii) relieve the Company to the extent possible, of the performance  obligations
of the applicable  Contracts and Permits,  (iii) cooperate in any reasonable and
lawful arrangement designed to provide the benefits to the Purchaser,  including
entering into  subcontracts for performance,  and (iv) enforce at the request of
the  Purchaser  and for the account of the  Purchaser  any rights of the Company
arising  from any such  Contract  or  Permit  (including  the  right to elect to
terminate such Contract in accordance with the terms thereof upon the request of
the Purchaser).

         11.7     CERTAIN TAX MATTERS.

                  (a)  INCOME  AND  TRANSFER   TAXES.   All  income,   transfer,
         registration,  sales and use,  excise,  franchise and similar Taxes and
         fees of any kind  (including  all penalties  and interest)  which arise
         from,  in  connection  with or are imposed  incident to the sale of the
         Assets or any other  transaction that occurs pursuant to this Agreement
         shall be borne and timely paid (without penalty or distraint) solely by
         the Company.

                  (b)   ALLOCATION  OF  PURCHASE   PRICE.   Within  one  hundred
         thirty-five (135) days following the Closing Date, the Purchaser shall,
         in a reasonable  manner after appropriate  consultation,  determine the
         fair market  value of the  Assets,  and the  Purchaser  and the Company
         shall  allocate  in  writing  the  Purchase  Price  among the Assets as
         required  by  Section  1060 of the  Code and the  Treasury  Regulations
         thereunder in connection  with the  transactions  contemplated  by this
         Agreement. Such allocation and fair market values shall be set forth on
         SCHEDULE 11.7(b) hereto. The Purchaser and the Company, as appropriate,
         shall file an Asset Acquisition  Statement on Form 8594 (which conforms
         with the parties' allocation) with their federal income Tax Returns for
         the Tax year in which the  Closing  occurs and shall  contemporaneously
         provide the other party with a copy of the Form 8594 being filed.  Each
         party agrees not to assert,  in connection with any Tax Return,  claim,
         audit or similar Proceeding, any allocation of the Purchase Price which
         contradicts  the  allocation  and fair market values  determined by the
         parties hereunder.

                  (c) POST-CLOSING  ACCESS AND  COOPERATION.  From and after the
         Closing  Date,  each of the parties  hereto  agrees to permit the other
         parties hereto to have reasonable access, during normal business hours,
         to the books and records of the Business, to the extent that such books
         and records  relate to a Pre-Closing  Period,  and  personnel,  for the
         purpose of enabling  the parties  hereto to: (i) prepare Tax Returns or
         financial  statements,  (ii) investigate or contest any Tax matter, and
         (iii) evaluate any claim for indemnification made by a party hereto.



                                       59
<PAGE>


         11.8 COVENANT REGARDING ACTIVE HIRED EMPLOYEE NON-COMPETE.  The Company
shall not enforce the  non-competition  and  confidentiality  provisions  of its
agreements  with Hired  Active  Employees  with respect to the work that will be
performed by such employees on behalf of the Purchaser or its Affiliates.

                                   ARTICLE 12

                                   TERMINATION

         12.1 TERMINATION. This Agreement may be terminated and the transactions
contemplated  herein  may be  abandoned  at any  time  after  the  date  of this
Agreement, but not later than the Closing:

                  (a) by mutual written consent of all parties hereto;

                  (b) by the  Purchaser or the Company if any of the  conditions
         provided for in Article 6 of this  Agreement have not been met and have
         not been  waived in writing by the party  seeking  to  terminate  on or
         before the Closing Date;

                  (c) by the Purchaser if any of the conditions  provided for in
         Article 7 of this  Agreement  have not been met (other than through the
         failure of the  Purchaser to comply with their  obligations  under this
         Agreement) and have not been waived or deemed waived in accordance with
         the  provisions  of this  Agreement  in writing by the  Purchaser on or
         before the Closing Date;

                  (d) by the Company if any of the  conditions  provided  for in
         Article 8 of this  Agreement  have not been met (other than through the
         failure  of the  Company  to comply  with its  obligations  under  this
         Agreement)  and have not been  waived in writing  by the  Company on or
         before the Closing Date;

                  (e) by either the  Purchaser  or the  Company  if the  Closing
         shall not have  occurred on or before July 15, 2003, at which time this
         Agreement  may be terminated  upon written  notice to the other parties
         hereto; and

                  (f) by a party who objects to a Supplement pursuant to Section
         13.21.

In the event of  termination  or  abandonment  by any party as  provided in this
Section 12.1,  written  notice shall  forthwith be given to the other party and,
except as  otherwise  provided  herein,  each party  shall pay its own  expenses
incident to preparation or consummation  of this Agreement and the  transactions
contemplated  hereunder and no party shall have any Liability to any other party
hereunder except such Liability as may arise as a result of a breach hereof.

         12.2  RETURN OF  DOCUMENTS  AND  NONDISCLOSURE.  If this  Agreement  is
terminated  for any reason  pursuant to Section 12.1 hereto,  each party and its
counsel shall return all documents and materials which shall have been furnished
by or on behalf of the other  party,  and all  copies  thereof,  and each  party
hereby covenants that it will not Use or Disclose to any Person any Confidential
Information  about the other  party or any  information  about the  transactions



                                       60
<PAGE>


contemplated  hereby,  except  insofar as may be  necessary  to comply  with the
requirements  of any  Governmental  Body or Final  Order or to assert its rights
hereunder.

                                   ARTICLE 13

                                  MISCELLANEOUS

         13.1  SURVIVAL  OF  REPRESENTATIONS   AND  WARRANTIES,   COVENANTS  AND
AGREEMENTS.  Each of the representations and warranties of the parties contained
in this  Agreement  and in any Exhibit,  Schedule,  certificate,  instrument  or
document delivered by or on behalf of any of the parties hereto pursuant to this
Agreement and the transactions  contemplated hereby shall survive the Closing of
the transactions  contemplated  hereby and any investigation made by the parties
or their agents for a period of twenty-one (21) months after the Closing,  after
which no claim for indemnification for any misrepresentation,  or for the breach
or  falsity of any  representation  or  warranty  under  this  Agreement  or any
Ancillary  Document,  may be brought,  and no action with respect thereto may be
commenced,  and no party shall have any  Liability  or  obligation  with respect
thereto,   unless  (i)  the  Indemnified   Party  gave  written  notice  to  the
Indemnifying  Party specifying with  particularity  the  misrepresentation  or a
breach of representation or warranty claimed on or before the expiration of such
period,  (ii) the claim relates to a breach of any representations or warranties
contained in Sections  3.10 or 3.25,  or 3.1,  3.2, 3.3, 3.7, 3.9, 3.10 in which
case the right to  indemnification  shall  survive  until the  expiration of the
applicable   statute  of  limitations,   or  (iii)  the  claim  relates  to  any
representation  or warranty in Section 3.5, in which case the  representation or
warranty shall  indefinitely  survive the Closing.  The covenants and agreements
arising from, incident to or in connection with this Agreement shall survive the
Closing  indefinitely,  until such covenants and agreements are fully  satisfied
and  require no  performance  or  forbearance,  or the rights of a party  hereto
expire on a specific date by the terms hereof.

         13.2  PRESERVATION  OF AND  ACCESS  TO  RECORDS.  The  Purchaser  shall
preserve all books and records of the Company  transferred as part of the Assets
for a period of six (6) years after the Closing  Date;  PROVIDED,  HOWEVER,  the
Purchaser  may (i)  destroy  any part or parts of such  records  upon  obtaining
written consent of the Company for such destruction,  which consent shall not be
unreasonably withheld, delayed or conditioned,  or (ii) return to the Company or
the Company Parent such records in lieu of such preservation. Such records shall
be made available to the Company and its representatives at all reasonable times
during normal  business hours of the Purchaser  during said six-year period with
the right at its expense to make abstracts from and copies thereof.

         13.3 COOPERATION. The parties hereto shall cooperate with each other in
all respects,  including using  commercially  reasonable  efforts to assist each
other in satisfying the  conditions  precedent to their  respective  obligations
under  this  Agreement  and  any  Ancillary  Document,   to  the  end  that  the
transactions contemplated hereby will be consummated.

         13.4  PUBLIC  ANNOUNCEMENTS.  The  timing  and  content  of all  public
announcements  relating to the  execution of this  Agreement  and the  Ancillary
Documents, and the consummation of the transactions contemplated hereby shall be
approved  by both the  Purchaser  and the  Company  prior to the release of such
public announcements, and each party agrees to cooperate



                                       61
<PAGE>


with the other party as appropriate to comply with all Applicable Laws and stock
exchange  rules.  Notwithstanding  any provision of this Section 13.4, any Party
may  file  all  required  filings  pursuant  to  Applicable  Law on the last day
required  under such  Applicable  Law  without  taking  into  effect late filing
extensions.

         13.5 NOTICES. All notices,  demands and other  communications  provided
for hereunder shall be in writing and shall be given by personal  delivery,  via
facsimile  transmission  (receipt  telephonically   confirmed),   by  nationally
recognized  overnight  courier  (prepaid),  or by certified or registered  first
class mail, postage prepaid,  return receipt  requested,  sent to each party, at
its/his  address as set forth  below or at such  other  address or in such other
manner as may be designated by such party in written notice to each of the other
parties.  All such notices,  demands and communications  shall be effective when
personally  delivered,  one (1)  business  day after  delivery to the  overnight
courier, upon telephone  confirmation of facsimile  transmission or upon receipt
after dispatch by mail to the party to whom the same is so given or made:

         If to Company:         Sopheon PLC
         or Company Parent      Stirling House
                                Stirling Road
                                Surrey Research Park
                                Guildford, Surrey  GU2 5RF
                                ENGLAND
                                Attention:  Barry Mence
                                            Arif Karimjee

         With a copy to:        Briggs and Morgan, Professional Association
                                2400 IDS Center
                                80 South Eighth Street
                                Minneapolis, MN  55402
                                Attention:  Michael J. Grimes

         If to the Purchaser    Find/SVP, Inc.
         or Purchaser Parent:   625 Avenue of the Americas
                                New York, New York  10011-2020
                                Attention:  Chief Executive Officer

         With a copy to:        Kane Kessler, P.C.
                                1350 Avenue of the Americas
                                New York, NY  10019-4896
                                Attention:  Robert L. Lawrence

         13.6 ENTIRE AGREEMENT. Other than the Non-Disclosure Agreement executed
by the  parties on or about July 24,  2002,  this  Agreement  and the  Ancillary
Documents  to be  executed  and/or  delivered  by the parties  pursuant  hereto,
contains the entire  agreement of the parties hereto and supersedes all prior or
contemporaneous  agreements  and  understandings,  oral or written,  between the
parties hereto with respect to the subject  matter hereof.  By execution of this
Agreement,  the Letter of Intent dated April 2, 2003 is hereby terminated,  void
and of no further force or effect.



                                       62
<PAGE>


         13.7  REMEDIES.  The  respective  indemnification  obligations  of  the
parties set forth in Article 9 of this  Agreement are the exclusive  remedies of
the  parties  and their  successors,  assigns,  heirs,  beneficiaries  or others
seeking to claim by, through,  or on behalf of a party,  under this Agreement or
any Ancillary Document,  and no other remedy or remedies,  whether arising under
any Applicable Law, common law or otherwise, may be used, asserted or prosecuted
in connection with this Agreement or any Ancillary Document and any transaction,
occurrence, or omission arising from, in connection with or otherwise based upon
this Agreement or any Ancillary Document;  PROVIDED, HOWEVER, that all equitable
remedies and  assertions  of fraud and/or  intentional  misrepresentation  shall
remain available and shall not require an election of remedies.

         13.8 AMENDMENTS. No purported amendment,  modification or waiver of any
provision  of this  Agreement  or any  Ancillary  Document  to be  executed  and
delivered by the parties  pursuant hereto shall be effective unless in a writing
specifically  referring  to this  Agreement  and  signed  by all of the  parties
hereto.

         13.9 SUCCESSORS AND ASSIGNS. This Agreement and the Ancillary Documents
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors and permitted assigns, but except as hereinafter provided
in  this  Section,   nothing  in  this  Agreement  is  to  be  construed  as  an
authorization  or right of any party to assign its rights or delegate its duties
under this  Agreement  without the prior  written  consent of the other  parties
hereto.  Notwithstanding the foregoing, in its sole discretion, any party hereto
may assign its respective  rights in and/or delegate its respective duties under
this  Agreement to an  Affiliate.  In the event of such an  assignment of rights
and/or delegation of duties,  all references to such party, as applicable to the
assignment,  in this  Agreement  shall  also be deemed to be  references  to the
Person to which this  Agreement is assigned;  provided  that no such  assignment
and/or delegation shall relieve the assignor of any of its duties or obligations
hereunder or under any Ancillary Document.

         13.10 FEES AND EXPENSES. Each party hereto shall pay their own fees and
expenses  incurred in connection  with  negotiating and preparing this Agreement
and consummating the transactions contemplated hereby, including but not limited
to fees  and  disbursements  of  their  respective  attorneys,  accountants  and
investment  bankers.  If the transaction is consummated,  all fees and expenses,
including legal, accounting,  investment banking, broker's and finder's fees and
expenses  incurred by the Company or the Company Parent in connection  with this
transaction  (the  "TRANSACTIONAL  EXPENSES")  shall be deemed  expenses  of the
Company and shall be borne by the Company.

         13.11 GOVERNING LAW AND JURISDICTION.  This Agreement and the Ancillary
Documents to be executed and/or delivered by the parties pursuant hereto,  shall
be construed,  governed by and enforced in accordance  with the internal laws of
the State of Delaware,  without  giving  effect to the  principles  of comity or
conflicts of laws thereof.  The Company and the Purchaser agree and consent that
any legal action,  suit or  Proceeding  seeking to enforce any provision of this
Agreement  with the  exception  of  Section  9.4 (which is  governed  by Section
9.4(c)) shall be instituted and adjudicated  solely and exclusively in any court
of general  jurisdiction  in New York,  or in the United States  District  Court
having  jurisdiction  in New York and the Company and the  Purchaser  agree that
venue will be proper in such courts and waive any



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objection  which they may have now or  hereafter  to the venue of any such suit,
action or Proceeding in such courts,  and each hereby  irrevocably  consents and
agrees  to  the  jurisdiction  of  said  courts  in any  such  suit,  action  or
Proceeding.   The  Company  and  the  Purchaser  further  agree  to  accept  and
acknowledge service of any and all process which may be served in any such suit,
action or Proceeding  in said courts,  and also agree that service of process or
notice upon them shall be deemed in every respect  effective  service of process
or notice  upon  them,  in any suit,  action,  Proceeding,  if given or made (i)
according to Applicable  Law, (ii) by a Person over the age of 18 who personally
served such notice or service of process on the Company or the Purchaser, as the
case may be, or (iii) by certified mail, return receipt requested, mailed to the
Company or the Purchaser,  as the case may be, at their respective addresses set
forth in this Agreement.

         13.12  COUNTERPARTS  AND FACSIMILE  SIGNATURES.  This Agreement and the
Ancillary  Documents may be executed in two or more counterparts,  each of which
shall be deemed an original but all of which together  shall  constitute one and
the same  instrument.  The  counterparts  of this  Agreement  and the  Ancillary
Documents  may be executed and  delivered  by facsimile  signature by any of the
parties to any other  party and the  receiving  party may rely on the receipt of
such document so executed and delivered by facsimile as if the original had been
received.

         13.13 HEADINGS. The headings of the articles,  sections and subsections
of this Agreement are intended for the convenience of the parties only and shall
in no way be held to explain,  modify,  construe,  limit,  amplify or aid in the
interpretation of the provisions hereof.  The terms "this Agreement,"  "hereof,"
"herein,"  "hereunder," "hereto" and similar expressions refer to this Agreement
as a whole  and not to any  particular  article,  section,  subsection  or other
portion  hereof and include the Schedules and Exhibits  hereto and any document,
instrument  or  agreement  executed  and/or  delivered  by the parties  pursuant
hereto.

         13.14 [THIS SECTION INTENTIONALLY OMITTED]

         13.15 NUMBER AND GENDER.  Unless the context otherwise requires,  words
importing the singular  number shall include the plural and vice versa and words
importing the use of any gender shall include all genders.

         13.16  SEVERABILITY.  In the event that any provision of this Agreement
or any  Ancillary  Document  is  declared  or held  by any  court  of  competent
jurisdiction to be invalid or  unenforceable,  such provision shall be severable
from, and such invalidity or unenforceability shall not be construed to have any
effect  on,  the  remaining  provisions  of  this  Agreement  or the  applicable
Ancillary Document,  unless such invalid or unenforceable  provision goes to the
essence of this  Agreement,  in which case the entire  Agreement may be declared
invalid and not binding upon any of the parties.

         13.17  PARTIES  IN  INTEREST.  Nothing  expressed  or  implied  in this
Agreement,  specifically  including  the  provisions  of Article  10 hereof,  is
intended  or shall be  construed  to confer any rights or  remedies  under or by
reason of this Agreement upon any Person other than the Parties hereto and their
respective  successors  and  permitted  assigns.  Nothing in this  Agreement  is
intended to relieve or  discharge  the  Liabilities  of any third  Person to the
Purchaser or the Company.



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<PAGE>


         13.18 WAIVER. The terms,  conditions,  warranties,  representations and
indemnities  contained in this Agreement,  including the documents,  instruments
and agreements  executed and/or delivered by the parties pursuant hereto, may be
waived only by a written  instrument  executed by the party waiving  compliance.
Any such waiver shall only be  effective  in the  specific  instance and for the
specific  purpose for which it was given and shall not be deemed a waiver of any
other  provision  hereof or of the same  breach or default  upon any  recurrence
thereof.  No failure on the part of a party  hereto to exercise  and no delay in
exercising any right  hereunder  shall operate as a waiver thereof nor shall any
single or partial exercise of any right hereunder  preclude any other or further
exercise thereof or the exercise of any other right.

         13.19  CONSTRUCTION.  The  parties  have  participated  jointly  in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any party by virtue of the authorship of any of
the provisions of this Agreement. The words "including," "include" or "includes"
shall  mean  including  without   limitation.   The  parties  intend  that  each
representation,  warranty and covenant  contained  herein shall have independent
significance. If any party has breached any representation, warranty or covenant
contained   herein  in  any  respect,   the  fact  that  there  exists   another
representation,  warranty  or  covenant  relating  to the  same  subject  matter
(regardless  of the  relative  levels  of  specificity)  which the party has not
breached shall not detract from or mitigate the fact that the party is in breach
of the first representation, warranty or covenant.

         13.20 SPECIFIC  PERFORMANCE.  The parties hereto agree that irreparable
damage  would occur in the event that any of the  provisions  of this  Agreement
were not performed in accordance  with their  specific  terms or were  otherwise
breached.  It is  accordingly  agreed  that the  parties  shall be  entitled  to
injunctive  relief  to  prevent  breaches  of  this  Agreement  and  to  enforce
specifically  the terms and provisions  hereof in any court of the United States
or any state having jurisdiction,  this being in addition to any other remedy to
which they are entitled at law or in equity.

         13.21  SUPPLEMENTATION  OF SCHEDULES.  The Company or the Purchaser may
elect to deliver a  supplement  ("SUPPLEMENT")  to one or more of the  Schedules
previously delivered to the other in accordance with the procedures set forth in
this Section 13.21 as follows:

                  (a) Prior to the Closing Date, any and all Supplements must be
         in writing and must be  delivered  to the other  party  before the date
         that is five (5) business days prior to the scheduled Closing Date. The
         other party shall be given the opportunity during the five (5) business
         days following the delivery of the proposed Supplement to consider that
         Supplement.  If the  recipient  does not object to the  contents of the
         Supplement within such period, the Schedule in question shall be deemed
         amended  by the  Supplement.  If the  recipient  objects  to a proposed
         Supplement,   the  sole  remedy  of  such  objecting   party  shall  be
         termination  of this  Agreement in accordance  Section  12.1(f) of this
         Agreement;

                  (b) Any and all  Supplements  within  five (5)  business  days
         prior to the scheduled Closing Date must be in writing and delivered to
         the other party  pursuant to Section 13.5 of this  Agreement,  and will
         only be deemed to amend a  Schedule  with the  written  consent  of the
         recipient of the Supplement; and



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                  (c) Any and all Supplements  provided pursuant to this Section
         13.21  shall  only  address  or update  items,  events  and  changes in
         circumstances  first  occurring  or  arising  after  the  date  of this
         Agreement and prior to the Closing,  and such items,  events or changes
         in  circumstances  may not have arisen in  connection  with a direct or
         indirect breach of the terms of this Agreement.


                            [SIGNATURE PAGE FOLLOWS]















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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by duly authorized  representations as of the day, month and year first
above written.


PURCHASER:                                  COMPANY:

TTECH ACQUISITION CORP.                     SOPHEON CORPORATION


By /s/ Peter Stone                          By /s/ Ronald K. Helgeson
   ---------------------------------           ---------------------------------
   Its Treasurer                               Its Vice President
       -----------------------------               -----------------------------




PURCHASER PARENT:                           COMPANY PARENT:

FIND/SVP, INC.                              SOPHEON PLC


By /s/ Peter Stone                          By /s/ Arif Karimjee
   ---------------------------------           ---------------------------------
   Its Chief Financial Officer                 Its Secretary
       -----------------------------               -----------------------------










        [SIGNATURE PAGE TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENT]