STOCK PURCHASE AGREEMENT

                                  BY AND AMONG

                          THE TRANSLATION GROUP, LTD.,

                                       AND

                           EACH OF THE SHAREHOLDERS OF
                          PLANET ACCESS NETWORKS, INC.,




                              Dated: April __, 1999




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                            STOCK PURCHASE AGREEMENT



                  STOCK  PURCHASE  AGREEMENT,  dated as of April  __,  1999 (the
"Agreement"),  among The Translation Group, Ltd., a corporation  organized under
the  laws of the  State of  Delaware  (the  "Purchaser")  with an  office  at 30
Washington Avenue,  Haddonfield,  New Jersey,  08033, and Planet Access Networks
Inc.,  a  corporation  organized  under the laws of the State of New Jersey (the
"Company")  with an office at 7 Waterloo  Road,  Suite 202,  Stanhope New Jersey
07874,  Fred  Laparo  ("Seller"),  an  individual  residing  at 43  Pinkneyville
Road,Sparta,  NJ 07871, Jeff Cartwright ("Seller"), an individual residing at 67
Brookwood  Drive,  Stanhope,  NJ 07874,  Binh Nguyen  ("Seller"),  an individual
residing at 95 Philip Drive, Rockaway, NJ 97866, and Peter Grabowsky ("Seller"),
an individual  residing at 158 Lakeside Drive West,  Belvidere,  NJ 07823,  (the
four individuals collectively referred to as the "Sellers").

                              W I T N E S S E T H:

                  The Sellers  collectively  hold 100% the Company's shares (the
"Shares") of common stock, with no par value per share (the "Common Stock"),  of
the Company, a corporation  organized under the laws of the State of New Jersey,
which shares of Common Stock constitute all of the issued and outstanding shares
of Common Stock of the Company;

                  The  Purchaser  desires to acquire from the  Sellers,  and the
Sellers  collectively  desire to sell to the  Purchaser,  for the  consideration
hereinafter provided, the Shares; and

                  Certain  terms used in this  Agreement  are defined in Section
11.2 of this Agreement;

                  NOW,  THEREFORE,  in  consideration of the promises and mutual
covenants and agreements hereinafter contained, the parties hereto, intending to
be legally bound, hereby agree as follows:

                  1.  SALE  AND  PURCHASE  OF  SHARES;  THE  CLOSING..  SALE AND
PURCHASE OF SHARES; THE CLOSING.

                  1.1.  SALE AND  PURCHASE  OF  SHARES.1.  SALE AND  PURCHASE OF
SHARES.



<PAGE>


                  Subject to the terms and  conditions of this  Agreement and on
the basis of the  representations,  warranties,  covenants and agreements herein
contained, on the Closing Date, each Seller shall sell, assign and convey to the
Purchaser,  and the  Purchaser  shall  purchase,  acquire  and accept  from each
Seller,  the Shares of such  Seller set forth  opposite  such  Seller's  name on
Schedule 1.1 hereto. At the Closing, each Seller shall deliver one or more stock
certificates  representing  the Shares of such Seller duly endorsed for transfer
to the Purchaser.

                  1.2.     THE CLOSING..2.  THE CLOSING.

                  Subject to the  termination  of this  Agreement as provided in
Section 8 hereof,  the  consummation  of the  transactions  contemplated by this
Agreement  (the  "Closing")  shall take place at the offices of the Purchaser on
May __, 1999(the "Closing Date").

                  2.       CONSIDERATION.   CONSIDERATION.

                  2.1.     CONSIDERATION.1. CONSIDERATION.

                  (a)  CONSIDERATION   PAYABLE  AT  CLOSING.   At  the  Closing,
Purchaser shall deliver as consideration  for the Shares an aggregate of 416,666
shares of common stock,  par value $.001 per share, of Purchaser (the "Purchaser
Shares")  allocated  to each  Seller on a pro rata basis with the other  Sellers
based on the number of Shares sold by each Seller.

                  (b) DEFERRED  CONSIDERATION.  On or before September 15, 1999,
the Purchaser shall pay to the Sellers,  pro rata according to their  percentage
ownership  of the  Company  prior  to  the  Closing,  the  aggregate  amount  of
$900,000.00,   (the  "Deferred  Purchase  Price").  To  secure  the  Purchaser's
obligation to pay the Deferred Purchase Price, the Purchaser shall pledge to the
Sellers the Shares  pursuant to the Stock  Pledge  Agreement,  dated the date of
Closing, substantially in the form attached as Exhibit "A".

                  2.2  PIGGY BACK RIGHTS.

                  The  parties  acknowledge  that as  part of the  consideration
provided hereunder,  the Sellers shall be proportionedly  given the "piggy-back"
rights similar to the registration of Charles Cascio or any assigns as set forth
in paragraph 5.1 below.

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<PAGE>


                  3.   REPRESENTATIONS   AND   WARRANTIES   OF   THE   SELLERS..
REPRESENTATIONS AND WARRANTIES OF THE SELLERS.

                  The Sellers,  jointly and severally,  as to the Company and as
to each of the  Sellers,  hereby  represent  and  warrant  to the  Purchaser  as
follows:

                  3.1. ORGANIZATION AND GOOD STANDING..1.  ORGANIZATION AND GOOD
STANDING.

                      (a) The Company is a corporation  duly organized,  validly
existing and in good standing  under the laws of the State of New Jersey and has
full corporate  power and authority to own, lease and operate its properties and
to carry on its business as it is now  conducted.  The Company is duly qualified
or  authorized to do business as a foreign  corporation  and is in good standing
under the laws of (i) each  jurisdiction  in which it leases real  property  and
(ii)  each  other  jurisdiction  in which the  conduct  of its  business  or the
ownership of its properties requires such qualification or authorization, except
where the failure to so qualify would not result in a Material Adverse Change.

                      (b) The minute books of the Company,  as  previously  made
available to the  Purchaser  and its counsel,  contain  accurate  records of all
meetings  and all other  material  corporate  action of the  Company's  board of
directors (including any committees thereof) and its stockholders since the date
of the Company's incorporation.

                  3.2.AUTHORIZATION OF AGREEMENT.  2.AUTHORIZATION OF AGREEMENT.

                  The  Company  and  each  of  the  Sellers  has  all  requisite
capacity,  power and  authority  to execute  and  deliver  this  Agreement,  the
Employment  Agreement,  and  each  other  agreement,   document,  instrument  or
certificate  contemplated  by this Agreement or to be executed by such Seller in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement (this Agreement, the Employment Agreements,  the Pledge Agreement, and
the other agreements,  documents, instruments or certificates delivered pursuant
to this Agreement are hereinafter  referred to

                                       3

<PAGE>


as the  "Transaction  Documents"),  and to perform fully its or his  obligations
hereunder  and  thereunder.  This  Agreement  has  been,  and each of the  other
Transaction  Documents  will be (when  executed and delivered by the Company and
each of the Sellers), duly and validly authorized, executed and delivered by the
Company and each of the Sellers and (assuming the due  authorization,  execution
and  delivery  of  the  other  parties   hereto  and  thereto)  this   Agreement
constitutes,  and each of the other Transaction  Documents will constitute (when
executed and delivered by the Company and each of the Sellers), legal, valid and
binding obligations of the Company and each of the Sellers,  enforceable against
the Company and each of the Sellers in accordance with their  respective  terms,
subject,   as  to   enforceability,   to  applicable   bankruptcy,   insolvency,
reorganization,  moratorium  and similar laws  affecting  creditors'  rights and
remedies  generally and to general  principles of equity  (regardless of whether
enforcement is sought in a proceeding at law or in equity).

                  3.3.  SUBSIDIARIES.   3.  SUBSIDIARIES.

                  The  Company  has no  subsidiaries  and does not own any other
capital stock or other  proprietary  interest,  directly or  indirectly,  in any
corporation,  association,  trust, partnership, joint venture or other entity or
have any  agreement  to  acquire  any such  capital  stock or other  proprietary
interest.

                  3.4. NO CONFLICTS;  CONSENTS OF THIRD PARTIES.4. NO CONFLICTS;
CONSENTS OF THIRD PARTIES.

                  (a) The  execution and delivery by the Company and each of the
Sellers of this Agreement and the other Transaction Documents,  the consummation
of the transactions  contemplated  hereby or thereby,  and the compliance by the
Company and each of the  Sellers  with any of the  provisions  hereof or thereof
does not and will not (i)  conflict  with,  or  result  in the  breach  of,  any
provision of the certificate of  incorporation  or by-laws of the Company;  (ii)
conflict with, violate,  result in the breach or termination of, or constitute a
default  or give  rise to any  "takeback"  right  or  right  of  termination  or
acceleration or right to increase the obligations or otherwise  modify the terms
thereof under any  Contract,  Permit or Order to which the Company or any of the
Sellers  is a  party  or by  which  the  Company  or any of the  Sellers  or the
properties  or assets of any of the  Sellers or the  Company  are  bound;  (iii)
constitute  a  violation  of any Law  applicable  to the  Company  or any of the
Sellers;  or (iv)  result in the  creation  of any Lien upon the  properties  or
assets of the Company or any of the Sellers. Except as set forth on Schedule

                                       4

<PAGE>

3.4 of the Disclosure Schedule, no consent, waiver,  approval,  Order, Permit or
authorization  of, or declaration or filing with, or notification to, any Person
or  Governmental  Body is  required  on the  part of the  Company  or any of the
Sellers in connection  with the execution and delivery of this  Agreement or the
other  Transaction  Documents,  or the  compliance by the Company and any of the
Sellers, with any of the provisions hereof or thereof.


                  (b)  Neither  the Company nor any of the Sellers is a party to
any agreement,  contract or covenant  limiting the freedom of the Company or any
of the  Sellers to compete in any line of  business  or with any person or other
entity in any  geographic  region  within or  outside  of the  United  States of
America.

                  3.5.     CAPITALIZATION.  5.CAPITALIZATION.

                  (a) The  authorized  capital stock of the Company  consists of
1000 shares of Common Stock. As of the date hereof,  1000 shares of Common Stock
are issued and outstanding, all of which are owned of record and beneficially by
the Sellers and constitute the Shares.  The number of shares held by each Seller
is as set forth  opposite  such  Seller's  name on Schedule  1.1. The Shares are
validly  issued,  fully paid and  non-assessable.  There is no existing  option,
warrant,  call,  right,  commitment or other agreement of any character to which
the Company is a party  requiring,  and there are no  securities  of the Company
outstanding which upon conversion or exchange would require, the issuance,  sale
or transfer of any additional shares of capital stock or other equity securities
of the  Company  or  other  securities  convertible  into,  exchangeable  for or
evidencing  the right to subscribe  for or purchase  shares of capital  stock or
other  equity  securities  of the  Company.  Neither  the Company nor any of the
Sellers is a party to any voting trust or other voting agreement with respect to
any shares of capital stock or to any agreement relating to the issuance,  sale,
redemption, transfer or other disposition of capital stock of the Company.

                  (b)  The  Shares  purchased  by  the  Purchaser  will,  at the
Closing,  constitute  all of the issued  and  outstanding  capital  stock of the
Company on a fully diluted basis.

                  3.6.   FINANCIAL STATEMENTS.  6.  FINANCIAL STATEMENTS.

                  Sellers  have  delivered  to the  Purchaser  (i) copies of the
Company's  audited balance sheet as at December 31, 1998 and the related audited
statement of income and of cash flows for the year ended  December 31, 1998 (the
"Audited  Statement"),  and its reviewed balance sheets as at December 31, 1997,

                                       5

<PAGE>

December 31, 1996 and December 31, 1995 and the related  reviewed  statements of
income and of cash flows for the years ended  December  31,  1997,  December 31,
1996 and December 31, 1995 (the  "Reviewed  Statements")  and (ii) copies of its
unaudited balance sheet at March 31, 1999 and the related  unaudited  statements
of income and cash flows for the three  month  period  ended March 31, 1999 (the
"Latest  Financials")  (the Latest  Financials,  including the related notes and
schedules  thereto,  the Audited  Statement  and the  Reviewed  Statements,  are
referred  to  herein  as the  "Financial  Statements").  Each  of the  Financial
Statements was prepared in good faith from the books and records of the Company,
is  complete  and  correct  in all  material  respects,  has  been  prepared  in
accordance with generally accepted accounting  principles and in conformity with
the  practices  consistently  applied by the  Company  and  presents  fairly the
financial  position,  results of operations  and cash flows of the Company as at
the  dates  and for the  periods  indicated.  The  books of  account  and  other
financial  records of the Company from which the Financial  Statements have been
prepared are complete and correct.

     3.7.   NO UNDISCLOSED LIABILITIES.  7.    NO UNDISCLOSED LIABILITIES.

                  Except to the extent set forth in the Financial Statements, or
as set forth on Schedule 3.7 of the  Disclosure  Schedule  which sets forth with
specificity each liability of the Company in excess of $1,000 (whether  accrued,
absolute,  contingent or otherwise, and whether due or to become due or asserted
or unasserted),  the Company has no  Indebtedness  and there is no basis for the
assertion of any claim or material  liability of any nature against the Company,
except obligations under Contracts  described on Schedule 3.13 of the Disclosure
Schedule or under  Contracts that are not required to be disclosed  thereon as a
result of dollar thresholds specified in Section 3.13.

    3.8.  ABSENCE OF CERTAIN DEVELOPMENTS.  8.  ABSENCE OF CERTAIN DEVELOPMENTS.

                  Except  as  expressly   set  forth  on  Schedule  3.8  of  the
Disclosure Schedule, since December 31, 1998:

                      (a) There has not been any Material Adverse Change nor has
any event occurred which could result in any Material Adverse Change;

                                       6

<PAGE>

                      (b) There has not been any  damage,  destruction  or loss,
whether or not covered by insurance,  with respect to the property and assets of
the Company having a replacement cost of more than $1,000 for any single loss or
$2,500 for all such losses;

                      (c) There has not been (i) any declaration,  setting aside
or authorizing the payment of, any dividend or other  distribution in respect of
any shares of capital  stock of the  Company or any  repurchase,  redemption  or
other  acquisition  by the Company of any of the  outstanding  shares of capital
stock or other  securities  of, or other  ownership  interest in, the Company or
(ii) any amount or asset paid or  otherwise  distributed  to any of the Sellers,
whether as compensation or otherwise;


                      (d) The Company has not (i) awarded or paid any bonuses to
(A) any of the Sellers or (B) other employees of the Company in excess of $1,000
individually,  or $2,500 in the  aggregate,  (ii)  entered  into or  modified or
amended any employment,  deferred compensation,  severance or similar agreement,
(iii)  increased  or agreed to increase  the  compensation  payable or to become
payable by it to any of the Company's directors,  officers, employees, agents or
Representatives or (iv) increased or agreed to increase the coverage or benefits
available  under any severance  pay,  termination  pay,  vacation  pay,  company
awards, salary continuation for disability,  sick leave, deferred  compensation,
bonus or other  incentive  compensation,  insurance,  pension or other  employee
benefit  plan,  payment  or  arrangement  made to,  for or with such  directors,
officers,  employees,  agents or Representatives (other than normal increases in
the ordinary  course of business  consistent  with past practice and that in the
aggregate  have  not  resulted  in  a  material  increase  in  the  benefits  or
compensation expense of the Company);

                      (e)  There  has not  been any  change  by the  Company  in
accounting principles, methods or policies;

                      (f)  The  Company  has  not  entered   into  any  Contract
requiring  payments in excess of $1,000, or conducted its business other than in
the ordinary course of business consistent with past practice;

                      (g) The  Company  has  not  (i)  incurred  or  repaid  any
Indebtedness,  (ii) made any loans,  advances  or capital  contributions  to any
other Person or (iii) assumed,  guaranteed,  endorsed or otherwise became liable
for the obligations of any other Person.

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<PAGE>

                      (h)  The  Company  has  not  failed  to  promptly  pay and
discharge  any  current  liabilities  except  where  disputed  in good  faith by
appropriate proceedings;

                      (i) The Company has not mortgaged, pledged or subjected to
any  Lien  any  of its  assets,  or  acquired  any  assets  or  sold,  assigned,
transferred, conveyed, leased or otherwise disposed of any assets of the Company
(other than the sale of inventory in the ordinary course of business  consistent
with past practice);

                      (j) The Company has not  discharged or satisfied any Lien,
or paid any  obligation  or  liability  (fixed  or  contingent),  except  in the
ordinary  course of business  consistent  with past  practice and which,  in the
aggregate, would not be material to the Company;

                      (k) The Company has not canceled or  compromised  any debt
or claim or amended, canceled, terminated,  relinquished, waived or released any
(i) Contract to which any of the Sellers or any  Affiliate of any of the Sellers
is a party or (ii) any  other  Contract  or  right  except  (in the case of this
clause (ii)) in the ordinary  course of business  consistent  with past practice
and which, in the aggregate, would not be material to the Company;

                      (l) The Company has not suffered any Extraordinary Loss or
Extraordinary Losses (as defined in Opinion No. 30 of the Accounting  Principles
Board  of the  American  Institute  of  Certified  Public  Accountants  and  any
amendments thereto);

                      (m) The Company has not transferred, or granted any rights
under any concessions,  leases, licenses, agreements, any Patents (as defined in
Section  3.12),  Marks (as defined in Section  3.12),  Copyrights (as defined in
Section 3.12), trade secrets,  know how,  manufacturing  processes,  inventions,
designs,   web  sites,   computer  programs  or  other  tangible  or  intangible
proprietary information used by the Company in its business;

                      (n) The  Company  has not  made or  committed  to make any
capital  expenditures  or capital  additions or  betterments in excess of $1,000
individually or $2,500 in the aggregate;


                                       8
<PAGE>


                      (o) The  Company has not  instituted  or settled any Legal
Proceeding;

                      (p) There have not been any  amendments  or changes in the
certificate of incorporation or the by-laws of the Company;

                      (q) The Company has not entered  into any Contract to take
any  action  which,  if taken  prior to the date  hereof,  would  have  made any
representation or warranty set forth in this Agreement untrue or incorrect as of
the date when made;

                      (r) The Company has caused to be done all things necessary
to  maintain,  preserve  and  renew its  corporate  existence  and all  material
licenses,  authorizations  and permits necessary to the conduct of its business;
and

                      (s) The Company has  maintained and kept its properties in
good repair, working order and condition, normal wear and tear excepted.

                  3.9.     TAXES.     9. TAXES.

                  Except  as  set  forth  on  SCHEDULE  3.9  of  the  Disclosure
Schedule:

                      (a) The Company (i) has timely,  completely and accurately
filed, or caused to be filed, with all appropriate U.S. federal,  state or local
or foreign governmental  agencies,  all required tax and information returns, of
whatever nature, related to the Company for tax years ended prior to the date of
this  Agreement or requests for  extensions  have been timely filed and any such
request shall have been granted and not expired,  (ii) has duly paid,  caused to
be paid, or made adequate  provision in the balance sheet included in the Latest
Financials  for,  all taxes  (including,  but not  limited  to,  income,  sales,
property,  payroll,  employment,  gross receipts,  excise and franchise  taxes),
assessments,  charges, penalties and interest, of whatever nature ("Taxes"), due
and  payable  with  respect  to all  periods  ending  on or prior  to March  31,
1999,(iii) has made adequate provision for all Taxes with respect to all periods
subsequent to the periods covered by such returns,  and (iv) has no "open" years
for any tax or information returns.


                                       9

<PAGE>


                      (b) Neither  the  Sellers  nor the  Company has  received,
directly or  indirectly,  notice of, and neither of them is otherwise  aware of,
any  pending,   threatened,   ongoing  or  past  audit  or  examination  by  any
Governmental  Body with respect to Taxes  relating to the  Company;  nor are the
Sellers  or the  Company  a party,  directly  or  indirectly,  to any  action or
proceeding  by any  Governmental  Body for  assessment  or  collection  of Taxes
relating to the Company; nor has any claim for assessment and collection, or any
notice of  deficiency,  been  asserted  or  proposed  against the Sellers or the
Company,  directly or indirectly,  with respect thereto;  nor has the Sellers or
the  Company  executed  a waiver of any  statute  of  limitations  with  respect
thereto.

                      (c) All material elections with respect to Taxes affecting
the  Company  as of the  date  hereof  are  set  forth  on  Schedule  3.9 of the
Disclosure Schedule.

                      (d) The  Company  is not  liable  for  Taxes of any  other
Person,  is not  currently  under any  contractual  obligation  to indemnify any
Person with respect to Taxes, and is not a party to any tax sharing agreement or
any other agreement providing for payments by the Company with respect to Taxes.

                      (e) The  Company  is not a  party  to any  joint  venture,
partnership  or other  arrangement  or  contract  which  could be  treated  as a
partnership for United States federal income tax purposes.

                      (f) The  Company  will not be  required,  as a result of a
change in method of  accounting  for any period  prior to the Closing  Date,  to
include  any  adjustment  under  Section  481 of the Code (or any  corresponding
provision  of foreign  law) in taxable  income for any period  after the Closing
Date.

                      (g) SCHEDULE  3.9 of the  Disclosure  Schedule  contains a
list of all jurisdictions in which a tax or information return has been filed by
the Company,  and no claim has ever been made by any tax  authority in any other
jurisdiction  that the  Company is subject to taxation or required to file a tax
or information return in such jurisdiction.

                  3.10.    REAL PROPERTY.    10.     REAL PROPERTY.

                      (a) SCHEDULE 3.10 of the Disclosure  Schedule sets forth a
complete list of all real  property and interests in real property  owned by the
Company  ("Owned  Properties").  The Company has good,  marketable and insurable
title in fee simple to all Owned Properties,  in each case free and clear of all
Liens of any  nature  whatsoever  except  as set forth on  Schedule  3.10 of the
Disclosure Schedule.


                                       10
<PAGE>

                      (b) SCHEDULE 3.10 of the Disclosure  Schedule sets forth a
complete list of all real property and interests in real property  leased by the
Company  (individually,  a "Real Property Lease") and identifies,  for each Real
Property  Lease,  the  parties  thereto,  the  address of the  property  subject
thereto,  the rent payable  thereunder,  the terms of any renewal  options,  the
substance of any amendments or modifications thereto and any reciprocal easement
or operating agreements relating thereto.  The Company has good,  marketable and
insurable title to the leasehold  estates in all Real Property  Leases,  in each
case free and clear of all Liens of any nature whatsoever except as set forth on
Schedule 3.10 of the Disclosure Schedule.

                      (c) None of the Real  Property  Leases is  subject  to any
lease,  sublease,  license or other  agreement  granting to any other Person any
right to the use, occupancy or enjoyment of the Real Property Leases or any part
thereof.

                      (d)  Each  of  the  Real  Property  Leases  is  valid  and
enforceable in accordance with its terms, and there is no default under any Real
Property  Lease either by the Company or any other party  thereto,  and no event
has  occurred  that with the lapse of time or the giving of notice or both would
constitute a default  thereunder.  Each of the Real  Property  Leases,  upon the
consummation  of  the  transactions   contemplated   hereby  and  by  the  other
Transaction Documents, will continue to entitle the Company, as the case may be,
to the use, occupancy and possession of the real property specified in such Real
Property  Lease.  The Company has delivered or otherwise  made  available to the
Purchaser  true,  correct  and  complete  copies  of the Real  Property  Leases,
together  with  all  amendments,  modifications,  supplements  or  side  letters
affecting the obligations of any party thereunder.

                      (e) No  previous  or  current  party to any Real  Property
Lease has given  notice of or made a claim with respect to any breach or default
thereunder.


                                       11
<PAGE>

         3.11.  TANGIBLE PERSONAL PROPERTY   3.11.   TANGIBLE PERSONAL PROPERTY.

                      (a) Schedule 3.11(a) of the Disclosure Schedule sets forth
all leases of personal property  ("Personal  Property Leases")  involving annual
payments in excess of $1,000 relating to personal  property used in the business
of the Company or to which the Company is a party or by which the Company or any
of its  respective  properties or assets is bound.  The Company has delivered or
otherwise made available to the Purchaser  true,  correct and complete copies of
the Personal  Property  Leases,  together  with all  amendments,  modifications,
supplements or side letters affecting the obligations of any party thereunder.

                      (b) Each of the Personal  Property Leases is in full force
and effect and is valid,  binding and  enforceable in accordance with its terms,
and there is no default under any Personal  Property Lease either by the Company
or by any other party thereto,  and no event has occurred that with the lapse of
time or the giving of notice or both would constitute a default thereunder.

                      (c) The  Company has good and  marketable  title to all of
the material items of tangible  personal  property that is owned and used by it,
free and clear of any and all  Liens  ("personal  property"  shall  include  all
personal  property  having a value in excess of  $1,000).  All items of tangible
personal property which,  individually or in the aggregate,  are material to the
operation of the business of the Company are in good condition and in a state of
good  maintenance and repair  (ordinary wear and tear excepted) and are suitable
for the purposes used for the operation of the business of the Company.

                      (d) Set  forth  in  Schedule  3.11(d),  are  all  personal
property that the Company owns or otherwise has any interest,  including but not
limited to, a  description  and  location of the  personal  property,  all liens
and/or  encumbrances  regarding,  arising from,  covering and/or  concerning the
personal property,  the estimated market values of the personal property,  taxes
and other assessments  regarding,  arising from,  covering and/or concerning the
personal  property and a summary of overhead costs  associated with the personal
property.

                      (e)  Appended  to Schedule  3.11(d)  are all liens  and/or
encumbrances  regarding,  arising from,  covering and/or concerning the personal
property,  and all other  documents  regarding  and/or  concerning the estimated
market values of the personal property,  taxes and other assessments  regarding,
arising from,  covering  and/or  concerning  the personal  property and overhead
costs associated with the personal property.


                                       12
<PAGE>

                      (f) Set forth in SCHEDULE 3.11(f) is a detailed summary of
all bank  accounts  owned or that are in force for the  benefit of the  Company,
including but not limited to, the name and address of the bank where the account
is  maintained,  the name or names on the  account,  the  amount of money in the
account as of April 15,  1999,  the account  number,  the type of  account,  the
authorized  signatures,  and any  overdraft or loan  agreements  relating to the
account.

                  3.12.    Intellectual Property.12. Intellectual Property.

                      (a) SCHEDULE 3.12(a) of the Disclosure  Schedule  contains
an accurate and complete  list of all domestic and foreign (i) patents,  pending
patent  applications and patent applications in process but not yet filed, owned
by,  assignable to, or licensed to the Company or any of its  subsidiaries  (the
"Patents");  registered  trademarks  and service marks and pending  applications
therefor  and trade  names  owned by or  licensed  to the  Company or any of its
subsidiaries (the "Marks"); and copyright registrations and pending applications
therefor  owned by or  licensed  to the  Company  and used by the Company in the
conduct of its business  (the  "Copyrights");  (ii)  written  licenses and other
agreements relating to the Patents, Marks and Copyrights,  and any other written
licenses and other  agreements  relating to trade secrets and know-how which are
material  to the  conduct of the  Company's  business  and (iii)  manufacturing,
process, and other technology transfer and license agreements which are material
to the conduct of such business.  The Company owns, or has a valid,  binding and
enforceable license or otherwise possesses legally enforceable rights to use all
Patents,  Marks,   Copyrights,   and  any  applications  therefor,   technology,
inventions,  designs, know-how, computer software programs or applications,  web
sites and tangible or intangible  proprietary  information  or material that are
used in the businesses of the Company as currently conducted.

                      (b)  Except  as  disclosed  in  SCHEDULE  3.12(b)  of  the
Disclosure  Schedule,  the  Company  is not,  nor will it be as a result  of the
execution and delivery of this Agreement or the  performance of the  obligations
of the Sellers  hereunder,  in violation of any licenses,  sublicenses and other
agreements  as to which the Company is a party and pursuant to which the Company
is authorized to use any third-party Patents, Marks and Copyrights ("Third-Party
Intellectual   Property  Rights").  No  claims  with  respect  to  the  Patents,
registered  and material  unregistered  Marks,  registered  Copyrights,  and any
applications  therefor  owned by the  Company  or any of its  subsidiaries  (the
"Company  Intellectual  Property  Rights"),  any trade  secret  material  to the
Company,  or Third Party Intellectual  Property Rights to the extent




                                       13
<PAGE>


arising  out of any  use,  reproduction  or  distribution  of such  Third  Party
Intellectual  Property Rights by or through the Company,  are currently  pending
or, to the knowledge of each of the Sellers,  are threatened by any person. None
of the  Sellers  knows of any valid  grounds for any bona fide claims (i) to the
effect that the manufacture,  sale, licensing or use of any product as now used,
sold or licensed or proposed  for use,  sale or license by the Company or any of
its subsidiaries, infringes on any copyright, patent, trademark, service mark or
trade  secret;  (ii) against the use by the Company,  of any  trademarks,  trade
names, trade secrets,  copyrights,  patents,  technology,  inventions,  designs,
know-how or computer  software  programs and  applications and web sites used in
the  business  of the  Company  as  currently  conducted  or as  proposed  to be
conducted; (iii) challenging the ownership,  validity or effectiveness of any of
the Company  Intellectual  Property Rights or other trade secret material to the
Company;  or (iv) challenging the license or legally enforceable right to use of
the Third Party Intellectual Rights by the Company.


                      (c) To the  best  knowledge  of each of the  Sellers,  all
material Patents,  Marks and Copyrights held by the Company and its subsidiaries
are valid and subsisting. Except as set forth in Schedule 3.12(c) of the Company
Disclosure Schedule,  to the best knowledge of each of the Sellers,  there is no
material  unauthorized  use,  infringement  or  misappropriation  of  any of the
Company  Intellectual  Property by any third  party,  including  any employee or
consultant or former employee or consultant of the Company.

                  3.13.    Material Contracts3.13.   Material Contracts.

                      (a) Except as set forth on Schedule 3.13 of the Disclosure
Schedule,  neither the Company nor any of its properties or assets is a party to
or bound by any (i) Contract not made in the ordinary  course of business;  (ii)
employment,   consulting,   non-competition,   severance,  golden  parachute  or
indemnification  Contract  (including,  without  limitation,  in each  case  any
Contract to which the Company is a party  involving  employees of the  Company);
(iii) advertising, public relations, franchise,  distributorship or sales agency
Contract;  (iv)  Contract  involving  the  commitment,  payment or receipt of in
excess  of $1,000  in the  aggregate;  (v)  Contract  granting  a right of first
refusal for the acquisition, sale or lease of any assets or capital stock of the
Company;  (vi)  Contract with any Person  involving a sharing of profits;  (vii)
mortgage,  pledge,  conditional sales contract,  security  agreement,  factoring
agreement  or other  similar  Contract  with  respect  to any  real or  tangible
personal  property of the  Company;  (viii) loan  agreement,


                                       14
<PAGE>

credit agreement, promissory note, guarantee, subordination agreement, letter of
credit or any other  similar  type of  Contract  evidencing  Indebtedness;  (ix)
Contract  with  any  Governmental   Body;  (x)  Contract  with  respect  to  the
inspection,  removal  or  remediation  of  Hazardous  Materials;  (xi)  retainer
Contract with attorneys, accountants,  actuaries, appraisers, investment bankers
or other professional  advisers; or (xiii) commitment or agreement to enter into
any of the  foregoing.  The Company has delivered or otherwise made available to
the  Purchaser  true,  correct and complete  copies of the  Contracts  listed on
Schedule  3.13  of  the  Disclosure  Schedule,  together  with  all  amendments,
modifications,  supplements  or side letters  affecting the  obligations  of any
party thereunder.

                      (b) (i) Each of the  Contracts  listed on Schedule 3.13 of
the Disclosure  Schedule is valid and  enforceable in accordance with its terms,
and there is no  default  under any  Contract  listed  on  Schedule  3.13 of the
Disclosure  Schedule by the Company or by any other party thereto,  and no event
has  occurred  that with the lapse of time or the giving of notice or both would
constitute a default thereunder.

                      (ii) No previous or current  party to any Contract  listed
on Schedule  3.13 has given notice of or made a claim with respect to any breach
or default thereunder.

                  3.14.  EMPLOYEES3.   14.  EMPLOYEES; INDEPENDENT CONTRACTORS.

                      (a) The  Company  has  continuing  relationships  with its
employees and with its distributors, independent contractors (including, but not
limited  to,   independent   manufacturers)   and  independent   representatives
(collectively, the "Independent Contractors").

                      (b) No condition or state of facts or circumstances exists
which  could  materially  adversely  affect  the  Company's  relations  with its
employees  or  Independent  Contractors,   including,  without  limitation,  the
consummation of the transactions  contemplated by this Agreement or by the other
Transaction Documents.

                      (c) The Company is in compliance  with all applicable laws
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment and wages and hours and is not engaged in any unfair labor practice.


                                       15

<PAGE>

                      (d) No collective bargaining agreement with respect to the
business of the Company is currently in effect or being negotiated.  The Company
has not encountered any labor union or collective bargaining organizing activity
with respect to its  employees.  The Company has no  obligation to negotiate any
such collective bargaining agreement,  and, to the best knowledge of each of the
Sellers,  there is no indication  that the employees of the Company desire to be
covered by a collective bargaining agreement.

                      (e)  There are no  strikes,  slowdowns  or work  stoppages
pending  or,  to the best  knowledge  of each of the  Sellers,  threatened  with
respect to the  employees of the Company or any  Independent  Contractor  of the
Company, nor has any such strike,  slowdown or work stoppage occurred or, to the
best knowledge of each of the Sellers, been threatened.

                      (f)  Neither  the  Company  nor  any  of the  Sellers  has
received notice of the intent of any government,  body or agency responsible for
the enforcement of labor or employment laws to conduct an  investigation  of the
Company,   and,  to  the  best  knowledge  of  each  of  the  Sellers,  no  such
investigation is in progress.

                      (g) A true and correct copy of a schedule  listing,  as of
March 31, 1999,  the annual base salary or annualized  wages of each employee of
the  Company  whose  annual  base  compensation  is more than  $10,000  has been
provided to the Purchaser by Sellers.

                      (h) No  employee of the Company is, and the Company is not
in violation of any term of any employment agreement,  non-disclosure agreement,
non-compete  agreement or any other agreement regarding an employee's employment
with the Company.

                      (i) A true and  correct  copy of a schedule  listing as of
March 31,  1999,  each  Independent  Contractor  of the  Company (i) to whom the
Company made  payments in the three month period ending March 31, 1999 in excess
of $2,500 or (ii) that generated in excess of $10,000 of the Company's  revenues
has been provided to Purchaser by Sellers.

                  3.15.    EMPLOYEE BENEFITS.   15.   EMPLOYEE BENEFITS.


                                       16

<PAGE>


                      Except as  disclosed  on Schedule  3.15 of the  Disclosure
Schedule, the Company has no collective bargaining,  labor, stock option, profit
sharing, pension, retirement, stock bonus, thrift-savings, incentive, benefit or
other similar  Contract,  plan,  policy or  arrangement  in connection  with the
conduct of its  operations,  and the  Company  is not in default  under any such
Contract, plan, policy or arrangement.

                  3.16.    LITIGATION     3.16.  LITIGATION.

                      (a) There are no Legal  Proceedings  pending or threatened
that  question  the validity of this  Agreement or any of the other  Transaction
Documents or any action taken or to be taken in connection with the consummation
of the  transactions  contemplated  hereby  or  thereby.  Schedule  3.16  of the
Disclosure  Schedule  sets forth a true,  correct and complete list of all Legal
Proceedings pending or threatened against or affecting the Company or any of the
Sellers,  or any  properties or assets of the Company or any of the Sellers,  at
law or in equity.

                      (b) There is no  outstanding  or  threatened  Order of any
Governmental  Body against,  affecting or naming the Company or affecting any of
the business, properties or assets of the Company.

      3.17.  COMPLIANCE WITH LAWS; PERMITS.  17.  COMPLIANCE WITH LAWS; PERMITS.

                      (a) The Company is and at all times has been in compliance
in  all  material  respects  with  all  Laws  and  Orders   promulgated  by  any
Governmental Body applicable to the Company or to the conduct of the business or
operations  of the Company or the use of the  properties  (including  any leased
properties) and assets of the Company. The Company has not received,  and to the
best  knowledge of each of the Sellers there has been no issuance of, any notice
of a  violation  or alleged  violation  by the Company of any such Law or Order.
There is no investigation or review by any Governmental Body with respect to the
Company  pending,  or to the best knowledge of each of the Sellers,  threatened,
nor has any Governmental  Body notified the Company or any of the Sellers of its
intention to conduct the same.

                      (b) To the  best  knowledge  of  each of the  Sellers,  no
legislative or regulatory  proposal of any Governmental Body has been adopted or
is pending which could result in a Material Adverse Change.


                                       17
<PAGE>

                      (c) The  Company is not  subject to any Legal  Proceeding,
investigation,  Order or  settlement  alleging or  addressing a violation of, or
liability under, any Law.

                      (d) Schedule  3.17 of the  Disclosure  Schedule  lists all
Permits of the Company of all Governmental Bodies, indicating, in each case, the
expiration date thereof,  which Permits  constitute all Permits  required by the
nature of the  operations of the Company to permit its  operations in the manner
in which they are currently conducted.  Such Permits have been validly issued to
the  Company  by the  appropriate  Governmental  Bodies in  compliance  with all
applicable Laws, and the Company has complied in all material  respects with all
conditions of such Permits  applicable to it. No default or violation,  or event
that with the lapse of time or giving of notice or both  would  become a default
or violation,  has occurred in the due  observance of any such Permit.  All such
Permits are in full force and effect without  further consent or approval of any
Person.

                  3.18.    ENVIRONMENTAL MATTERS.   18.   ENVIRONMENTAL MATTERS.

                  The  operations of the Company have been  conducted and are in
compliance  with all  Environmental  Laws.  Neither  the  Company nor any of the
Sellers  has  received  any notice from any source,  or has  otherwise  obtained
knowledge, to the effect that there is lacking any Environmental Permit required
in  connection  with the Company's  operations  and Real  Property  Leases.  The
Company  and all of its past  and  current  Facilities  and  operations  are not
subject to any outstanding  Order or Contract,  including  Environmental  Liens,
with any Governmental Body or Person, or subject to any federal,  state or local
investigation  respecting (A) Environmental Laws, (B) any Remedial Action or (C)
any  Environmental  Claim.  The Company is not  subject to any Legal  Proceeding
alleging the violation of any  Environmental  Law or Environmental  Permit.  The
Company has not received (nor, to the best knowledge of each of the Sellers, has
there  been  issued)  any  communication,  whether  from  a  Governmental  Body,
citizens' group,  employee or any other Person, that alleges that the Company is
not in  compliance  with any  Environmental  Law or  Environmental  Permit.  The
Company has not caused or  permitted  any  Hazardous  Materials  to remain or be
disposed of, either on or under real property  legally or beneficially  owned or
operated by the Company or on any real property not  permitted to accept,  store
or dispose of such  Hazardous  Materials.  The Company has no  liabilities


                                       18
<PAGE>

with respect to Hazardous Materials,  and no facts or circumstances exist which,
in the  aggregate,  could give rise to  liabilities  with  respect to  Hazardous
Materials.  None of the  operations  of the  Company  involves  the  generation,
transportation,  treatment, storage or disposal of Hazardous Materials and there
is not now on or in any property leased by Company (1) any  underground  storage
tanks or surface  tanks,  dikes or  impoundments;  (2) any  asbestos  containing
materials or (3) any polychlorinated biphenyls.

                  3.19.    Insurance.19.    Insurance.

                  Schedule 3.19 of the Disclosure  Schedule sets forth a list of
all policies of  insurance of any kind or nature  covering the Company or any of
its employees, properties, assets, or operations, including, without limitation,
policies  of life,  disability,  fire,  theft,  workers  compensation,  employee
fidelity, product liability and other casualty and liability insurance. All such
policies are in full force and effect. Such insurance is adequate to cover risks
of such types and in such amounts as is customary for Persons engaged in similar
lines of business.  All policies of such insurance  (identified on Schedule 3.19
of the Disclosure  Schedule) are binding and effective upon the issuers  thereof
(each of whom is reputable and creditworthy) in accordance with their respective
terms.

                  3.20.    INVENTORY; RECEIVABLES; PAYABLES.   20.   INVENTORY;
 RECEIVABLES; PAYABLES.

                      (a) The inventory of the Company (including that reflected
on the Financial Statements) is in good and merchantable condition, and suitable
and usable or saleable in the ordinary course of business,  consistent with past
practice,  and has been reflected on the Financial Statements and carried on the
books of account of the Company in accordance with generally accepted accounting
principles,  consistently  applied.  Without  limiting  the  generality  of  the
foregoing,  such inventory does not include any obsolete, below standard quality
or defective  materials or any excess stock items,  except as have been reserved
against as reflected on the Financial Statements. The Company's assets include a
sufficient  but not an excessive  quantity of each type of inventory in order to
meet the normal requirements of the Company's business.

                      (b) All  accounts  receivable  of the Company  have arisen
from bona fide  transactions in the ordinary course of business  consistent with
past practice and are legally  binding.  All accounts  receivable of the Company
reflected on the Latest Financials,  or arising after the date thereof, are good


                                       19
<PAGE>

and collectible at the aggregate recorded amounts thereof, net of any applicable
reserve for returns or doubtful accounts reflected  thereon,  which reserves are
adequate and were  calculated in a manner  consistent  with past practice and in
accordance with generally accepted accounting  principles  consistently applied.
Since December 31, 1998, to the best knowledge of each of the Sellers, there has
been no event that could materially increase the ratio of uncollectible accounts
receivable ("Uncollectible Receivables") to the accounts receivable or cause the
Company's reserve, if any, for Uncollectible Receivables to be inadequate.  None
of such accounts  receivable  is, or will at the Closing Date be, subject to any
defense, counterclaim or setoff.

                      (c) All accounts  payable of the Company  reflected in the
Latest  Financials or arising after the date thereof are the result of bona fide
transactions  in the ordinary  course of business  consistent with past practice
and have been paid or are not yet due and payable.

                 3.21.    MAJOR SUPPLIERS AND CUSTOMERS.    21.  MAJOR SUPPLIERS
AND CUSTOMERS.

                      (a)  Since  December  31,  1998,  there  has not  been any
Material Adverse Change in the business relationship of the Company with its any
of its  suppliers,  and none of the Sellers has any knowledge that there will be
any such change.

                      (b)  Since  December  31,  1998,  there  has not  been any
Material  Adverse  Change in the business  relationship  of the Company with its
customers, and none of the Sellers has any knowledge that there will be any such
change.  Except as disclosed on Schedule 3.21 of the  Disclosure  Schedule,  the
Company has no customer which purchased products that accounted for more than 5%
of the Company's  sales during the fiscal year ended December 31, 1998 or during
the three month period ended March 31, 1999.

                  3.22.    RELATED PARTY TRANSACTIONS.    22.     RELATED PARTY
TRANSACTIONS.

                  Except  as set  forth  on  Schedule  3.22  of  the  Disclosure
Schedule, no officer,  director or Affiliate (or any relative of any of them) of
the Company  nor any of the Sellers (or any  relative of any Seller) has entered
into any  transaction  with or is a party to any Contract  with the Company.  No
officer,  director or Affiliate  (or any relative of any of them) nor any of the
Sellers  (or any  relative  of any  Seller)  of the  Company  owns any direct or
indirect  interest  of any kind  in,  or  controls  or is a  director,  officer,
employee or partner of, or  consultant  to, or lender to or borrower from or has
the right to  participate  in the profits of, any Person which is a  competitor,
supplier, customer, landlord, tenant, creditor or debtor of the Company.



                                       20
<PAGE>

                  3.23.    ENTIRE BUSINESS.      23.       ENTIRE BUSINESS.

                  The  assets,  properties  and  rights  which  will be owned or
leased by the Company as of the Closing will  constitute all of the tangible and
intangible  property used by and necessary to the Company in connection with the
conduct of its business, except as described in the Schedules to this Agreement.

                  3.24.    No Misrepresentation.    24.    No Misrepresentation.

                  No  representation or warranty of any of the Sellers contained
in this Agreement  (including the Disclosure  Schedules  hereto) or in any other
Transaction  Document  furnished to the  Purchaser  pursuant to the terms hereof
contains or will  contain any untrue  statement  of a material  fact or omits or
will omit to state a material fact  necessary to make the  statements  contained
herein or therein, in light of the circumstances under which they were made, not
misleading.  None of the Sellers  knows of any facts which have caused or in the
future are  reasonably  likely to cause a Material  Adverse Change which has not
been disclosed herein or in a Disclosure  Schedule hereto.  The  representations
and warranties  contained in this Section 3.24 or elsewhere in this Agreement or
in any other  Transaction  Document  shall not be affected  or deemed  waived by
reason of the fact that the Purchaser and/or its Representatives  know or should
have known that any such representation or warranty is or might be inaccurate in
any respect.

                  3.25.    PRODUCT LIABILITY AND RECALLS. 25.  PRODUCT LIABILITY
AND RECALLS.

                      (a) Except as disclosed on Schedule 3.25 of the Disclosure
Schedule,  none of the Sellers is aware of any claim, or the basis of any claim,
against the Company for injury to person or property of  employees  or any third
parties  suffered as a result of the  manufacture,  sale or  distribution of any
product or the  performance  of any  service by the  Company,  including  claims
arising out of the allegedly  defective or unsafe nature of the products sold or
distributed by the Company.


                                       21
<PAGE>

                      (b) Except as disclosed on Schedule 3.25 of the Disclosure
Schedule,  there is no pending or, to the best knowledge of each of the Sellers,
threatened  recall or  investigation  of any product sold or  distributed by the
Company.

                      (c) There are no liabilities or threatened  claims for (a)
product  returns,  (b) warranty  obligations or (c) product  services other than
those arising in the ordinary course of business consistent with past practice.

                  3.26.    3.26.    BROKERS, FINDERS.

                  No Person  has acted  directly  or  indirectly  as a broker or
finder for the Company or any of the Sellers in connection with the negotiations
relating to the  transactions  contemplated  by this  Agreement  or by the other
Transaction  Documents,  and no Person is entitled to any fee or  commission  or
like payment in respect thereof based in any way on agreements,  arrangements or
understandings made by or on behalf of the Company or any of the Sellers.

                  40       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
REPRESENTATIONS  AND WARRANTIES OF THE PURCHASER.


                  The Purchaser  hereby  represents  and warrants to the Sellers
that:

                  4.1.  Organization and Good Standing.1.  Organization and Good
Standing.

                  The Purchaser is duly organized,  validly existing and in good
standing under the laws of the State of Delaware.

                  4.2.     AUTHORIZATION OF AGREEMENT.2.      AUTHORIZATION OF
AGREEMENT.

                  The Purchaser has all requisite  corporate power and authority
to  execute  and  deliver  this  Agreement  and  each of the  other  Transaction
Documents to be executed by the Purchaser in connection with the consummation of
the  transactions  contemplated  hereby and  thereby,  and to perform  fully its
obligations hereunder and thereunder. The execution, delivery and performance by
the Purchaser of this Agreement and each of the other  Transaction  Documents to
be executed by the Purchaser has been duly authorized by all necessary action on
behalf  of the


                                       22
<PAGE>


Purchaser.  This Agreement has been, and each of the other Transaction Documents
will be (when  executed  and  delivered  by the  Purchaser),  duly  and  validly
executed and delivered by the  Purchaser  and  (assuming the due  authorization,
execution and delivery by the other parties  hereto and thereto) this  Agreement
constitutes,  and each of the other Transaction  Documents will constitute (when
executed and delivered by the Purchaser),  legal, valid and binding  obligations
of the  Purchaser,  enforceable  against the Purchaser in accordance  with their
respective  terms,  subject,  as to  enforceability,  to applicable  bankruptcy,
insolvency,  reorganization,  moratorium and similar laws  affecting  creditors'
rights and  remedies  generally  and  subject to  general  principles  of equity
(regardless  of  whether  enforcement  is  sought in a  proceeding  at law or in
equity).

                  4.3.     NO CONFLICTS; CONSENTS OF THIRD PARTIES.   3.  NO
CONFLICTS; CONSENTS OF THIRD PARTIES.

                  The execution and delivery by the Purchaser of this  Agreement
and the  other  Transaction  Documents  to be  executed  by the  Purchaser,  the
consummation  of the  transactions  contemplated  hereby  or  thereby,  and  the
compliance by the Purchaser  with any of the  provisions  hereof or thereof does
not and will not (a) conflict with, or result in the breach of, the  certificate
of incorporation or by-laws of the Purchaser, (b) conflict with, violate, result
in the breach of, or  constitute a default  under any Contract or Order to which
the Purchaser is a party or by which the  Purchaser or its  properties or assets
are bound or (c)  constitute a violation by the Purchaser of any Law  applicable
to the Purchaser. No consent, waiver,  approval,  Order, Permit or authorization
of,  or  declaration  or  filing  with,  or  notification   to,  any  Person  or
Governmental  Body is required on the part of the Purchaser in  connection  with
the execution and delivery of this Agreement or the other Transaction  Documents
to be executed by the Purchaser or the  compliance by the Purchaser  with any of
the provisions hereof or thereof which has not been made or obtained.

                  4.4.     LITIGATION.   4.    LITIGATION.

                  Except as disclosed in Purchaser Disclosure  Documents,  there
are no Legal Proceedings against the Purchaser pending or, to the best knowledge
of the Purchaser, threatened that question the validity of this Agreement or any
of the other  Transaction  Documents  or any action  taken or to be taken by the
Purchaser in connection with the consummation of the  transactions  contemplated
hereby or thereby.


                                       23
<PAGE>


                  4.5      FINANCIAL STATEMENTS      FINANCIAL STATEMENTS.

                  The financial statements of Purchaser which have been included
in the Purchaser Disclosure Documents referred to in Section 4.6 and provided to
the Seller were  prepared  in  accordance  with  generally  accepted  accounting
principles  applied on a consistent basis during the periods involved (except as
may have been  indicated  in the  notes  thereto)  and  fairly  present,  in all
material  respects,  the consolidated  financial position of Purchaser as at the
respective dates thereof and the consolidated results of its operations and cash
flows for the periods then ended.

                  4.6.     SEC DOCUMENTS.   6.   SEC DOCUMENTS.

                  Purchaser  has  furnished  to the  Seller a  complete  copy of
(i)Purchaser's  Annual Report to  Stockholders  on Form 10-K for the fiscal year
ended March 31, 1998 (the "Annual Report"), and (ii)Purchaser's Quarterly Report
to  Stockholders  on Form 10-Q for the quarter,  ended December 31, 1998,  filed
with the  Securities  and  Exchange  Commission  (collectively,  the  "Purchaser
Disclosure  Documents").  The Purchaser Disclosure Documents,  at the respective
time each such  document  was issued,  (a)  complied as to form in all  material
respects  with  the  rules  and  regulations  of  the  Securities  and  Exchange
Commission  under the Securities  Exchange Act of 1934, as amended;  and (b) did
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

                  4.7.     TITLE TO PURCHASER SHARES.  7.     TITLE TO PURCHASER
SHARES.

                  The Purchaser  Shares have been duly  authorized  for issuance
and when issued and  delivered in  accordance  with and pursuant to the terms of
this Agreement will be validly issued, fully paid and non-assessable.

                   50    ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE SELLERS ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS.

                  5.1.  TITLE  AND  INVESTMENT REPRESENTATIONS  5.1.   TITLE AND
INVESTMENT REPRESENTATIONS.


                                       24
<PAGE>


                  Each Seller  represents  and  warrants to, and  covenants  and
agrees with, the Purchaser that,  such Seller (a) has good and marketable  title
to the Shares of such Seller,  free and clear of all Liens of any kind or nature
whatsoever  and  that  at the  Closing,  the  Purchaser  will  obtain  good  and
marketable  title  to such  Shares,  free  and  clear  as  aforesaid,  (b) is an
"accredited investor" within the meaning of Rule 501 under the Securities Act of
1933,  as  amended,  (c) by  reason  of such  Seller's  business  and  financial
experience,  and the business and financial experience of those persons retained
by such Seller to advise him with  respect to his  investment  in the  Purchaser
Shares,  such  Seller,   together  with  such  advisors,   has  such  knowledge,
sophistication  and  experience  in business and  financial  matters so as to be
capable of evaluating the merits and the risks of an investment in the Purchaser
Shares and is able to bear the economic risk of holding the Purchaser Shares for
an  indefinite  period and (d) is  acquiring  the  Purchaser  Shares for his own
account and for  investment and with no intention of  distributing  or reselling
the  Purchaser  Shares or any part thereof in any  transaction  that would be in
violation of the securities laws of the United States or any state.  Each of the
Sellers  shall   receive,   proportionally,   "piggy-back"   rights  similar  to
Registration  rights  that  Charles  Cascio,his  successors,   or  any  assigns,
including but not limited to relatives,  beneficiaries,  heirs or others whom he
has  transferred  any interest  receives in the event that the Purchaser files a
Registration  Statement,  excluding any Registration  Statement,  which proceeds
will be used, directly or indirectly,  to provide funding for the Company, filed
within the six (6) month period from the Closing Date.

                  5.2.     INFORMATION REPRESENTATIONS.  2.     INFORMATION
REPRESENTATIONS.

                  Each Seller represents and warrants that (i) such Seller,  and
his  Representatives as deemed necessary by such Seller (including such Seller's
professional,  tax and other  advisors),  have carefully  reviewed the materials
(the  "Materials")  furnished by the Purchaser to such Seller in connection with
the transactions  contemplated by this Agreement,  including without limitation,
the  Purchaser  Disclosure  Documents  and (ii) such Seller,  and such  Seller's
Representatives,  have been granted the  opportunity  to ask  questions  of, and
receive answers from,  Representatives of Purchaser concerning Purchaser and the
Purchaser  Shares  and to obtain any  additional  information  that such  Seller
deemed  necessary  to verify the  accuracy of the  information  contained in the
Materials.


                                       25
<PAGE>

                  5.3.     .3.      ADVICE OF CHANGES.

                  From the date  hereof  until the earlier of the Closing or the
termination of this Agreement, each Seller will promptly advise the Purchaser in
writing (a) of any event occurring subsequent to the date of this Agreement that
would  render any  representation  or warranty of the Sellers  contained in this
Agreement,  if made on or as of the  date of such  event  or the  Closing  Date,
untrue or inaccurate,  (b) of any Material Adverse Change, and (c) of any breach
by  any  Seller  of any  covenant  or  agreement  contained  in any  Transaction
Document.

                  5.4.  MAINTENANCE OF BUSINESS.

                  From the date  hereof  until the earlier of the Closing or the
termination of this Agreement, the Sellers shall cause the Company to:

                      (a) cause to be done all things in the  regular  course of
business necessary to maintain,  preserve and renew its (i) corporate  existence
and all material  licenses,  authorizations and permits necessary to the conduct
of its businesses and (ii)  relationships with customers,  suppliers,  employees
and others in substantially the same manner as it has prior to the date hereof;

                      (b) comply in all material  respects  with all  applicable
Laws; and

                      (c)  maintain  proper  books of record and  account  which
present fairly in all material  respects its financial  condition and results of
operations and make  provisions on its financial  statements for all such proper
reserves as in each case are  required in  accordance  with  generally  accepted
accounting principles,  consistently applied. 5.4. MAINTENANCE OF BUSINESS. FROM
THE DATE  HEREOF  UNTIL THE EARLIER OF THE  CLOSING OR THE  TERMINATION  OF THIS
AGREEMENT, THE SELLERS SHALL CAUSE THE COMPANY TO(A) CAUSE TO BE DONE ALL THINGS
IN THE REGULAR COURSE OF BUSINESS NECESSARY TO MAINTAIN,  PRESERVE AND RENEW ITS
(I) CORPORATE  EXISTENCE AND ALL MATERIAL  LICENSES,  AUTHORIZATIONS AND PERMITS
NECESSARY  TO  THE  CONDUCT  OF  ITS  BUSINESSES  AND  (II)  RELATIONSHIPS  WITH
CUSTOMERS,  SUPPLIERS,  EMPLOYEES AND OTHERS IN SUBSTANTIALLY THE SAME MANNER AS
IT HAS PRIOR TO THE DATE  HEREOF;(B)  COMPLY IN ALL MATERIAL  RESPECTS  WITH ALL
APPLICABLE  LAWS;  AND(C)  MAINTAIN  PROPER  BOOKS OF RECORD AND  ACCOUNT  WHICH
PRESENT FAIRLY IN ALL MATERIAL  RESPECTS ITS FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS AND MAKE  PROVISIONS ON ITS FINANCIAL  STATEMENTS FOR ALL SUCH PROPER
RESERVES AS IN EACH CASE ARE  REQUIRED IN  ACCORDANCE  WITH  GENERALLY  ACCEPTED
ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED.


                                       26

<PAGE>

                  5.5      CONDUCT OF BUSINESS.   5     CONDUCT OF BUSINESS.

                  From the date  hereof  until the earlier of the Closing or the
termination of this Agreement, the Sellers will cause the Company to continue to
conduct  the  business  of the  Company  and  maintain  the  Company's  business
relationships  in the  ordinary and usual course of business and will not permit
the Company, without the prior written consent of the Purchaser, which shall not
be unreasonably withheld and which shall be presumed to be granted unless denied
within five (5) business days of written  notice to Purchaser  from the Company,
to;

                      (a) (i) declare,  set aside or  authorize  the payment of,
any dividend or other  distribution in respect of any shares of capital stock of
the Company or repurchase,  redeem or acquire any of the  outstanding  shares of
any class of capital stock or (ii) pay or otherwise distribute any other amounts
or assets to any Seller, whether as compensation or otherwise;

                      (b) split or combine the outstanding shares of its capital
stock of any class or enter into any recapitalization or agreement affecting the
number or rights of outstanding shares of any class of its capital stock;

                      (c) (i)  award  or pay any  bonuses  to  employees  of the
Company,   (ii)  enter  into  or  modify  or  amend  any  employment,   deferred
compensation,  severance  or  similar  agreement,  (iii)  increase  or  agree to
increase  the  compensation  payable  or to become  payable  by it to any of the
Company's  directors,  officers,  employees,  agents or  Representatives or (iv)
increase or agree to increase  the  coverage  or  benefits  available  under any
severance  pay,   termination  pay,   vacation  pay,   company  awards,   salary
continuation for disability,  sick leave, deferred compensation,  bonus or other
incentive  compensation,  insurance,  pension or other  employee  benefit  plan,
payment or arrangement made to, for or with such directors, officers, employees,
agents or Representatives;

                      (d) change accounting principles, methods or policies;

                      (e) enter into any Contract  requiring  payments in excess
of $1,000, or conduct its business other than in the ordinary course of business
consistent with past practice;


                                       27

<PAGE>

                      (f) (i)  incur or repay  any  Indebtedness,  (ii) make any
loans,  advances or capital  contributions  to any other Person or (iii) assume,
guarantee,  endorse or otherwise  become liable for the obligations of any other
Person.

                      (g)  fail to  maintain  and keep  its  properties  in good
repair, working order and condition, normal wear and tear excepted;

                      (h) fail to  comply  with all other  obligations  which it
incurred  pursuant  to any  Contract or promptly  pay or  discharge  any current
liabilities,  as such obligations  become due, unless and to the extent that the
same are being  contested  in good  faith  and by  appropriate  proceedings  and
adequate   reserves  (as  determined  in  accordance  with  generally   accepted
accounting principles,  consistently applied) have been established on its books
with respect thereto;

                      (i)  mortgage,  pledge or  subject  to any Lien any of its
assets,  or  acquire  any assets or sell,  assign,  transfer,  convey,  lease or
otherwise dispose of any assets of the Company (other than the sale of inventory
in the ordinary course of business consistent with past practice);

                      (j) discharge or satisfy any Lien,  or pay any  obligation
or liability  (fixed or  contingent),  except in the ordinary course of business
consistent with past practice and which, in the aggregate, would not be material
to the Company;

                      (k)  cancel  or  compromise  any debt or  claim or  amend,
cancel,  terminate,  relinquish,  waive or release (i) any Contract to which any
Seller or any of his  Affiliates is a party or (ii) any other  Contract or right
except (in the case of this  clause  (ii)) in the  ordinary  course of  business
consistent with past practice and which, in the aggregate, would not be material
to the Company;

                      (l)  transfer or grant any rights  under any  concessions,
leases, licenses, agreements or Intellectual Property used by the Company in its
business;

                      (m) make or commit  to make any  capital  expenditures  or
capital additions or betterments;

                                       28

<PAGE>

                      (n) institute or settle any Legal Proceeding;

                      (o) amend its certificate of incorporation or by-laws;

                      (p) issue,  sell or  transfer  any  shares of its  capital
stock  of any  class or any  other of its  securities,  or issue or  create  any
options,  warrants,  calls,  rights,  commitments,  subscriptions,   convertible
securities or other agreements of any character  requiring the Company to issue,
sell or transfer any shares of capital  stock,  or accelerate the vesting of any
outstanding security;

                      (q) merge, consolidate or reorganize with, or acquire, any
entity;

                      (r) agree to any audit  assessment by any Tax authority or
fail to pay and discharge when payable all Taxes,  assessments and  governmental
charges imposed upon its properties or upon the income or profits  therefrom (in
each case  before  the same  becomes  delinquent  and  before  penalties  accrue
thereon) and all claims for labor,  materials or supplies  which if unpaid would
by law become a Lien upon any of its property;

                      (s) change any insurance coverage,  issue any certificates
of insurance or fail to continue in force with nationally  recognized  insurance
companies adequate insurance covering risks of such types and in such amounts as
are customary for Persons engaged in similar lines of business;

                      (t) enter into any  transaction  with,  or become party to
any Contract with, any officer,  director,  or Affiliate (or any relative of any
of them) of the Company; or

                      (u) agree to do, or enter into  negotiations  with respect
to, any of the things described in the preceding clauses in this Section 5.5.

                  5.6.     REGULATORY APPROVALS.    6.   REGULATORY APPROVALS.

                  Each Seller  will,  and will cause the  Company  to,  promptly
execute and file,  or join in the execution and filing,  of any  application  or
other  document  that may be  necessary  in order to obtain  the  authorization,
approval or consent of any Governmental  Body which may be reasonably  required,
or  which  the  Purchaser  may  reasonably   request  in  connection   with  the
consummation of the  transactions  contemplated  by this Agreement.  The Sellers
will use their,  and will cause the Company to use its, best efforts to promptly
obtain all such authorizations, approvals and consents.


                                       29

<PAGE>


                  5.7.     NECESSARY CONSENTS.   7.     NECESSARY CONSENTS.

                  From the date  hereof  until the earlier of the Closing or the
termination of this  Agreement,  the Sellers will use their,  and will cause the
Company to use its,  best efforts to obtain such written  consents and take such
other actions as may be necessary or appropriate to facilitate the  consummation
of the transactions  contemplated hereby and by the other Transaction  Documents
and to allow the Purchaser to carry on the Company's  business after the Closing
Date.

                  5.8.     ACCESS TO INFORMATION.   8.  ACCESS TO INFORMATION.


                  From the date  hereof  until the earlier of the Closing or the
termination of this Agreement, the Sellers will, and shall cause the Company to,
(i) allow the Purchaser and its Representatives  reasonable access to the files,
books,  records,  personnel  and  offices  of the  Company,  including,  without
limitation,   any  and  all  information   relating  to  the  Company's   Taxes,
commitments, Contracts, and real, personal and intangible property and financial
condition, (ii) furnish promptly to the Purchaser all information concerning the
Company's  business,  properties  and personnel as the Purchaser may  reasonably
request,  and (iii) make available to the Purchaser the appropriate  individuals
(including attorneys, accountants and other professionals) for discussion of the
Company's  business,  properties  and personnel as the Purchaser may  reasonably
request. The Sellers will cause the Company's  accountants to cooperate with the
Purchaser  and its  Representatives  in making  available to the  Purchaser  all
financial information reasonably requested,  including,  without limitation, the
right to examine all working papers  pertaining to all Tax returns and financial
statements prepared, reviewed or audited by such accountants.

                   5.9. SATISFACTION OF CONDITIONS PRECEDENT. 9. SATISFACTION OF
CONDITIONS PRECEDENT.

                  From the date  hereof  until the earlier of the Closing or the
termination of this  Agreement,  the Sellers will use their,  and will cause the
Company to use its,  best  efforts to satisfy or cause to be  satisfied  all the
conditions precedent that are set forth in Section 7.


                                       30

<PAGE>

                  5.10.    NO OTHER NEGOTIATIONS.   10. NO OTHER NEGOTIATIONS.

                  From the date  hereof  until the earlier of the Closing or the
termination  of this  Agreement,  the  Sellers  shall not,  and shall  cause the
Company to not,  directly or indirectly,  (a) solicit,  initiate  discussions or
engage in negotiations  with any Person (whether such negotiations are initiated
by the Seller or  otherwise)  or take any other  action  intended or designed to
facilitate the efforts of any Person, other than the Purchaser,  relating to the
acquisition of the Company (whether by way of merger, purchase of capital stock,
purchase of assets or otherwise) or any material portion of its capital stock or
assets (any such efforts by any such Person, including any proposal to make such
an  acquisition,  are  referred to as an  "Acquisition  Proposal"),  (b) provide
non-public information with respect to the Company to any Person, other than the
Purchaser or (c) enter into any  agreement,  understanding,  commitment or other
arrangement  with  any  Person,  other  than  the  Purchaser,   relating  to  an
Acquisition  Proposal.  If the Company or any Seller  receives  any  unsolicited
offer  or  proposal  to  enter  negotiations  or  discussions   relating  to  an
Acquisition  Proposal,  the Sellers shall promptly  notify the Purchaser,  which
notice shall  include  information  as to the identity of the Person  making any
such offer or proposal and the specific terms of such offer or proposal,  as the
case may be.

                  60       COVENANTS OF THE PURCHASER           COVENANTS OF THE
PURCHASER.

                  6.1.     ADVICE OF CHANGES.    1.      ADVICE OF CHANGES.

                  From the date  hereof  until the earlier of the Closing or the
termination of this Agreement,  the Purchaser will promptly advise the Seller in
writing (a) of any event occurring subsequent to the date of this Agreement that
would render any  representation or warranty of the Purchaser  contained in this
Agreement,  if made on or as of the  date of such  event  or the  Closing  Date,
untrue or  inaccurate  in any  material  respect,  and (b) of any  breach by the
Purchaser of any covenant or agreement contained in this Agreement.


                                       31

<PAGE>

                  6.2.     REGULATORY APPROVALS.   2.   REGULATORY APPROVALS.

                  The Purchaser  will promptly  execute and file, or join in the
execution and filing, of any application or other document that may be necessary
in order to obtain the  authorization,  approval or consent of any  Governmental
Body,  or which  the  Seller  may  reasonably  request  in  connection  with the
consummation of the transactions  contemplated by this Agreement.  The Purchaser
will use its best efforts to promptly obtain all such authorizations,  approvals
and consents.

                  6.3.     NECESSARY CONSENTS.   3.     NECESSARY CONSENTS.

                  From the date  hereof  until the earlier of the Closing or the
termination of this Agreement, the Purchaser will use its best efforts to obtain
such  written  consents  and take such  other  actions  as may be  necessary  or
appropriate  to facilitate the  consummation  of the  transactions  contemplated
hereby and by the other Transaction Documents.

                  6.4.     SATISFACTION OF CONDITIONS PRECEDENT.
4.     SATISFACTION OF CONDITIONS PRECEDENT.

                  From the date  hereof  until the earlier of the Closing or the
termination  of this  Agreement,  the  Purchaser  will use its best  efforts  to
satisfy or cause to be satisfied all the conditions precedent that are set forth
in Section 7.

                  6.5      DIRECTORS AND OFFICERS OF THE PURCHASER AND THE
COMPANY.

                  Immediately  following the Closing,  Jeff  Cartwright and Fred
LaParo  shall be  elected/appointed  by  Purchaser  as Directors of the Company.
Additional  Directors of the Company may be  elected/appointed  at the direction
and sole discretion of the Purchaser. In addition, for a period to coincide with
Fred  LaParo's  Employment  Agreement  with the  Company,  the  Purchaser  shall
nominate Fred LaParo as a Director of Purchaser prior to June 1, 1999.

                  6.6.     PERSONAL GUARANTEES BY THE SELLER.

                  In the event that the Sellers do not exercise  their rights to
take  back the  Company's  Shares  under  the  Pledge  Agreement,  all  personal
guarantees of the Sellers relating to the Companys'  corporate  matters shall be
paid or collateralized  by the Purchaser and all individual  guarantors shall be
removed within five days of September 15, 1999.

                                       32

<PAGE>

                  6.7.     MAINTENANCE OF BUSINESS.

                  Until  payment of the Deferred  Purchase  Price has been made,
the  Purchaser  shall  cause the  Company  to operate  in the  ordinary  course,
consistent  with past practice,  except that (i) the Company shall  cooperate in
any manner  necessary to complete the financing  contemplated in Section 6.8(b);
and (ii) the Purchaser and the Company will  cooperate in connection  with joint
products and services  contemplated  by the Purchaser's  business plan.  Without
limiting the  foregoing,  the Purchaser  shall not,  prior to the payment of the
Deferred Purchase Price, invade the assets of the Company.

                  6.8      FINANCING MATTERS.

                  (a) The Purchaser  shall provide,  through the date of payment
in full of the  Deferred  Purchase  Price,  a line of credit of up to  $250,000,
which  shall bear  interest at the lesser of (i) a rate of 1 1/2% per annum over
the Purchaser's cost of funds; or (ii) a rate of 8 3/4% per annum.

                  (b) On or prior to September  15, 1999,  the  Purchaser  shall
provide or secure funding in a minimum amount of $4,000,000  (prior to costs and
expenses of  obtaining  such  funding).  This  funding may be  obtained,  at the
Purchaser's discretion, in the form of a private or public sale of securities of
the Purchaser or the Company, or through any alternative means.

                  (c) In the  event  that  Purchaser  fails to pay the  Deferred
Purchase Price in accordance with Section 2.1(b) or secure funding in accordance
with Section  6.8(b) by September  15, 1999;  i) any amount  outstanding  and/or
remaining under the $250,000 line of credit, including accrued interest thereon,
shall be considered  liquidated  damages;  ii) the Company and  Purchaser  shall
split  profits,  if any,  attributable  to joint  projects  by the  Company  and
Purchaser  during the 2nd and 3rd quarters of 1999,  but no later than  December
31, 1999; and iii) the Company shall reserve sufficient capacity to complete any
Purchaser  projects in progress at that time. For all work performed  under this
Section,  the Company shall be  compensated  at its normal and customary  retail
rates.

                                       33

<PAGE>

         (d) In the event that  Purchaser  pays the Deferred  Purchase  Price in
accordance  with Section 2.1(b) and secures  funding in accordance  with Section
6.8(b) by September 15, 1999, the Company shall repay to the Purchaser, from the
financing, all monies provided to Company by Purchaser and all cost and expenses
incurred by the  Purchaser  arising  from this  Agreement  and the  transactions
contemplated by this Agreement, including accrued interest.

                  6.9      PUT OF PURCHASER SHARES.

                  Each of the Sellers  shall have the one-time  right to require
the  Purchaser to repurchase  all or any part of the Purchaser  Shares issued to
them under this  Agreement,  at a price of $7.00 per share,  if, on the one year
anniversary  of the Closing Date,  (i) the  Purchaser  Shares are not listed for
trading on a national  securities exchange or included on an automated quotation
system maintained by the National Association of Securities Dealers; (ii) during
the ninety days preceding such date the average weekly  reported  trading volume
of the Purchaser  Shares is less than 100,000  shares;  and (iii) the average of
the  closing  price or the high bid price of the  Purchaser  Shares  during  the
twenty  trading  days  preceding  such date is less than  $10.00 per share.  Any
Seller  desiring to exercise  the option shall notify the Company not later than
ninety days after the anniversary date of the Closing Date,  which  notification
shall be irrevocable.






                  7.       CONDITIONS    7.     CONDITIONS.

                  7.1.  CONDITIONS    PRECEDENT  TO  EACH   PARTY'S  OBLIGATIONS
 ..1. CONDITIONS PRECEDENT TO EACH PARTY'S OBLIGATIONS.

                  The respective obligations of each party hereunder are subject
to the fulfillment or satisfaction of each of the following  conditions prior to
or at  Closing(any  one or more of which may be waived in  writing by all of the
parties to this Agreement):

                   (A COMPLIANCE  WITH LAW.(AA  COMPLIANCE WITH LAW. There shall
be no Law enacted,  entered,  enforced or deemed  applicable to the transactions
contemplated  hereby or by the other Transaction  Documents which would prohibit
or render illegal the transactions contemplated hereby or thereby.


                                       34

<PAGE>

                   (b No Legal Proceedings or Orders.(ba No Legal Proceedings or
Orders.  There shall not have been  instituted,  pending or threatened any Legal
Proceeding by or before any Governmental  Body, nor shall there be in effect any
Order issued by any Governmental  Body, or threat of any Order, that prevents or
seeks to prevent,  or  questions  the  validity of this  Agreement  or the other
Transaction  Documents or any action taken or to be taken in connection with the
consummation of the transactions contemplated hereby or thereby.

                   (c Other  Agreements.  Each of the Sellers and the  Purchaser
shall have executed and delivered such Seller's Employment Agreement.

                 7.2.  CONDITIONS  PRECEDENT TO  OBLIGATIONS  OF THE  SELLERS.2.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS.

                  The  obligations of each of the Sellers  hereunder are subject
to the fulfillment or satisfaction of each of the following  conditions prior to
or at Closing (any one or more of which may be waived in writing by the Seller):

                   (a   Accuracy  of   Representations   and   Warranties.   The
representations  and warranties of the Purchaser set forth in Section 4 shall be
true and accurate in all material  respects with the same force and effect as if
they had been made at the Closing, and the Seller shall receive a certificate to
such effect signed by an officer of the Purchaser.

                   (b COVENANTS. The Purchaser shall have performed and complied
in all material  respects with all of its covenants  required to be performed by
it under this  Agreement  and the Seller  shall  receive a  certificate  to such
effect signed by an officer of the Purchaser.


                                       35
<PAGE>

                 7.3.  CONDITIONS  PRECEDENT TO OBLIGATIONS OF THE  PURCHASER.3.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER.

                  The obligations of the Purchaser  hereunder are subject to the
fulfillment or satisfaction of each of the following  conditions  prior to or at
Closing (any one or more of which may be waived in writing by the Purchaser):

                    (A  ACCURACY  OF   REPRESENTATIONS   AND   WARRANTIES.   The
representations  and  warranties  of each of the  Sellers set forth in Section 3
shall be true and  accurate  in all  material  respects  with the same force and
effect as if they had been made at the Closing,  and the Purchaser shall receive
a certificate to such effect signed by each of the Sellers.

                    (b COVENANTS.  Each of the Sellers shall have  performed and
complied  in all  material  respects  with all of the  covenants  required to be
performed by such Seller under this Agreement and the Purchaser  shall receive a
certificate to such effect signed by each of the Sellers.

                    (c ABSENCE OF MATERIAL ADVERSE CHANGE.  There shall not have
been any Material Adverse Change,  and the Purchaser shall receive a certificate
to such effect signed by each of the Sellers.

                    (d OPINION OF SELLER'S  COUNSEL.  The  Purchaser  shall have
received from Ferriter, Scobbo, Caruso & Rodophele, Attorneys at Law, counsel to
the  Sellers  and the  Company.  Such  opinion  shall be in form  and  substance
reasonably satisfactory to the Purchaser's legal counsel.

                    (e DOCUMENTS.  The Purchaser shall have received all written
consents, assignments,  waivers, authorizations or other certificates reasonably
deemed   necessary  by  the  Purchaser's   legal  counsel  to  provide  for  the
continuation  in full force and effect of any and all material  Contracts of the
Company and for each of the Sellers to consummate the transactions  contemplated
hereby and by the other Transaction Documents.

                    (f GOVERNMENT CONSENTS.  There shall have been obtained such
material  Permits and there shall have been taken such other  action,  as may be
required to consummate  the  transactions  contemplated  hereby and by the other
Transaction  Documents  by any  Government  Body  having  jurisdiction  over the
parties and the actions herein  proposed to be taken,  including but not limited
to requirements under applicable federal and state securities laws.


                                       36
<PAGE>

                    (g OTHER  AGREEMENTS.  Each Seller  shall have  executed and
delivered (i) a  Non-competition  Agreement and a General Release Such documents
shall be in form and substance reasonably  satisfactory to the Purchaser's legal
counsel

                    (h SATISFACTORY  COMPLETION OF DUE DILIGENCE.  The Purchaser
shall have (i) received all due diligence  materials  requested by the Purchaser
from the Company and the Sellers and shall be satisfied  in its sole  discretion
with  the  results  of its  review  and  analysis  of such  materials,  and (ii)
conducted interviews with such members of the Company's management or such other
personnel as the  Purchaser  shall have  requested and shall be satisfied in its
sole  discretion  with  the  results  of such  interviews.  (i)  Notwithstanding
anything  herein to the contrary,  final approval of this Agreement by the Board
of Directors of the Purchaser.

                  8.       TERMINATION OF AGREEMENT. TERMINATION OF AGREEMENT.

                  8.1.     TERMINATION    8.1.  TERMINATION.

                  This Agreement  shall become  effective upon  execution.  This
Agreement may be terminated prior to the Closing as follows:

                    (a by mutual  written  consent duly  executed by each of the
Sellers and the Purchaser; or

                    (b by either the  Purchaser  or the  Sellers,  if any of the
conditions  set forth  herein  shall not have  been  satisfied  or waived on the
Closing Date;  provided,  however,  that the right to terminate  this  Agreement
under this  Section  8.1(b)  shall not be available to any party whose breach of
this  Agreement or failure to fulfill any  obligation  under this  Agreement has
been the cause of or resulted in the failure of any condition for Closing; or

                    (c by either the Purchaser or the Sellers, if a Governmental
Body shall have issued a  nonappealable  final  Order or taken any other  action
having the effect of permanently


                                       37

<PAGE>


restraining,   enjoining  or  otherwise  prohibiting  the  consummation  of  the
transactions contemplated hereby or in the other Transaction Documents; provided
however,  that the right to terminate this  Agreement  under this Section 8.1(c)
shall not be available to any party which has not complied  with its  respective
obligations  under  Sections  5.7  or  6.2  and  such  noncompliance  materially
contributed  to the  issuance  of any such Order or the  taking of such  action;
provided further that the party seeking to terminate this Agreement  pursuant to
this Section 8.1(c) shall have used all reasonable  efforts to remove such Order
or action; or

                    (d  by  either  the   Purchaser  or  the  Sellers,   if  any
representation or warranty of the Purchaser or any of the Sellers, respectively,
set forth in this  Agreement  shall be untrue in any material  respect such that
the  conditions  set forth in Sections  7.3(a) or  7.2(a)),  as the case may be,
would  not be  satisfied  provided,  however,  that  if such  representation  or
warranty is curable  prior to the Closing Date by the  Purchaser or the Sellers,
as the case may be,  through the exercise of reasonable  best efforts and for so
long as the Purchaser or the Sellers,  as the case may be, continues to exercise
such   reasonable   best  efforts,   neither  the  Purchaser  nor  the  Sellers,
respectively, may terminate this Agreement under this Section 8.1(d); or

                    (e  by either the Purchaser or the Sellers, upon a breach of
any  covenant  or  agreement  on the  part  of  the  Purchaser  or  the  Seller,
respectively,  set forth in this Agreement such that the conditions set forth in
Sections 7.3(b) or 7.2(b), as the case may be, would not be satisfied; provided,
however, that if such covenant or agreement is curable prior to the Closing Date
by the  Purchaser  or the Sellers,  as the case may be,  through the exercise of
reasonable best efforts and for so long as the Purchaser or the Sellers,  as the
case may be,  continue to exercise such  reasonable  best  efforts,  neither the
Purchaser nor the Sellers, respectively, may terminate this Agreement under this
Section 8.1(e).

                  8.2.     NOTICE OF TERMINATION.   2.  NOTICE OF TERMINATION.

                  Any termination of this Agreement under Section 8.1 above will
be  effective  by the  delivery  of  written  notice  (in  accordance  with  the
provisions  of  Section  11.10  hereof)  of the  terminating  party to the other
parties hereto.


                                       38
<PAGE>

                  8.3.     EFFECT OF TERMINATION.   3.  EFFECT OF TERMINATION.

                  In the case of any  termination  of this Agreement as provided
in this  Section  8, this  Agreement  shall be of no  further  force and  effect
(except for Sections 11.3,  11.6,  11.8 and 11.13);  provided,  however,  that a
termination of this Agreement shall not relieve any party from liability for any
breach of this  Agreement  or defeat or impair  the right of any party to pursue
such relief as may  otherwise  be  available  to it as a result of any breach of
this  Agreement  or  any  of  the  representations,   warranties,  covenants  or
agreements contained herein.

                  9.       LEGEND ON CERTIFICATES.   LEGEND ON CERTIFICATES.

                  Each  stock  certificate  issued to  represent  the  Purchaser
Shares shall bear the  following  (or a  substantially  equivalent)  conspicuous
legend on the face or reverse side thereof:

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"),  OR THE  SECURITIES  LAWS  OF ANY  JURISDICTION.  SUCH
                  SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED,
                  PLEDGED OR HYPOTHECATED  EXCEPT PURSUANT TO (I) A REGISTRATION
                  STATEMENT  WITH RESPECT TO SUCH  SECURITIES  THAT IS EFFECTIVE
                  UNDER SUCH ACT AND APPLICABLE  STATE  SECURITIES  LAW, OR (II)
                  ANY EXEMPTION FROM REGISTRATION  UNDER SUCH ACT, OR APPLICABLE
                  STATE   SECURITIES   LAW,   RELATING  TO  THE  DISPOSITION  OF
                  SECURITIES,  INCLUDING RULE 144 UNDER THE ACT;  PROVIDED THAT,
                  AN OPINION OF COUNSEL IS FURNISHED, REASONABLY SATISFACTORY IN
                  FORM AND  SUBSTANCE  TO THE  TRANSLATION  GROUP LTD.,  THAT AN
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR
                  APPLICABLE STATE SECURITIES LAW IS AVAILABLE.

Any stock  certificate  issued at any time in exchange or  substitution  for any
certificate  bearing  such  legend  shall  also bear  such  legend,  unless  the
restrictions  contained in Section 5.1 of this Agreement are no longer effective
and in the opinion of counsel for  Purchaser the  Purchaser  Shares  represented
thereby  need  no  longer  be  subject  to the  restrictions  contained  in this
Agreement.  Purchaser  shall not transfer on its books any  certificate  for the
Purchaser  Shares in violation of the  provisions of this  Agreement.  Purchaser
shall give  appropriate  stop transfer  instructions to its stock transfer agent
with respect to the Purchaser Shares.


                                       39
<PAGE>


                  10.      FURTHER AGREEMENTS OF THE PARTIES. FURTHER AGREEMENTS
OF THE PARTIES.

                  10.1.    INDEMNITY.    1.     INDEMNITY.

                    (a Each  Seller,  jointly  and  severally,  and,  until  the
Closing,  the  Company,  agrees  to  indemnify,  defend  and hold  harmless  the
Purchaser  (and  each  officer,  director,  shareholder,  affiliate,  agent  and
permitted  assign  thereof)  from and against  any and all losses,  liabilities,
damages,  deficiencies,  costs or expenses (including interest,  penalties,  and
attorneys' fees,  disbursements  and related charges)  (collectively,  "Losses")
based  upon,  arising out of or  otherwise  in respect of any  inaccuracy  in or
breach  of any  representations,  warranties,  covenants  or  agreements  of the
Company  or any  of  the  Sellers  contained  in  this  Agreement  or the  other
Transaction Documents.

                    (b The  Purchaser  agrees  to  indemnify,  defend  and  hold
harmless the Company and each of the Sellers from and against any and all Losses
based  upon,  arising out of or  otherwise  in respect of any  inaccuracy  in or
breach  of any  representations,  warranties,  covenants  or  agreements  of the
Purchaser contained in this Agreement or the other Transaction Documents.


                                       40

<PAGE>

                  11.      Miscellaneous.   Miscellaneous.

                  11.1.   Survival  of  Representations   and
Warranties  11.1.  Survival of Representations and Warranties.

                  The representations and warranties of the Sellers contained in
this  Agreement  shall survive the Closing Date for the benefit of the Purchaser
as follows:  (i) as to the representations and warranties  contained in Sections
3.5 and 5.1, forever; (ii) as to the representations and warranties contained in
Section  3.18,  five  years  following  the  Closing  Date;   (iii)  as  to  the
representation and warranties  contained in Section 3.9, until 60 days following
the  expiration  of  all  periods   allowed  for  objecting  and  appealing  the
determination  of any proceedings  relating to any assessment or reassessment by
any tax authority with respect to the matters to which such  representations and
warranties  pertain;  and (iv) as to all other  representations  and warranties,
until two years following the Closing Date. The  representations  and warranties
of the  Purchaser  shall survive the Closing Date for the benefit of the Sellers
until two years following the Closing Date.

                  11.2.    CERTAIN DEFINITIONS.2.    CERTAIN DEFINITIONS.

                    "AFFILIATE"  shall have the meaning  specified by Rule 12b-2
under the Securities Exchange Act of 1934.

                    "CLOSING"  shall  have the  meaning  set forth in  Section 1
hereof.

                    "CLOSING DATE" shall have the meaning set forth in Section 1
hereof.

                    "CODE" means the Internal Revenue Code of 1986, as amended.

                    "COMMON  STOCK" means shares of the Company's  Common Stock,
par value [$_____] per share.

                    "CONFIDENTIAL  INFORMATION" shall mean confidential  records
and  information,   including,  but  not  limited  to,  development,  marketing,
purchasing,  organizational,  strategic, financial, managerial,  administrative,
manufacturing,  production,  distribution  and sales  information,  distribution
methods,  data,  specifications  and  processes  presently  owned or at any time
hereafter  developed by a Person or its agents or  consultants or used presently
or at any time hereafter in the course of the business of such Person,  that are
not otherwise part of the public domain.


                                       41

<PAGE>

                    "CONTRACT" means any contract,  agreement,  indenture, note,
bond, loan, instrument,  lease,  conditional sale contract,  mortgage,  license,
franchise,  insurance  policy.  commitment  or other  arrangement  or agreement,
whether written or oral.

                    "DISCLOSURE  SCHEDULE" means the Disclosure Schedule annexed
hereto as Schedule I.

                    "ENVIRONMENTAL  CLAIM"  means  any  accusation,  allegation,
notice of violation,  action,  claim, Lien, demand,  abatement or other Order or
direction  (conditional or otherwise) by any Governmental Body or any Person for
personal injury (including sickness,  disease or death),  tangible or intangible
property damage, damage to the environment,  nuisance, pollution,  contamination
or  other  adverse  effects  on the  environment,  or for  fines,  penalties  or
restrictions resulting from or based upon (i) the existence, or the continuation
of the  existence,  of a  Release  (including,  without  limitation,  sudden  or
non-sudden  accidental  or  non-accidental  Releases)  of, or  exposure  to, any
Hazardous   Material  or  other  substance,   clinical,   material,   pollutant,
contaminant,  odor,  audible  noise,  or  other  Release  in,  into or onto  the
environment (including, without limitation, the air soil, soil, surface water or
Groundwater)  at, in, by, from or related to the  Facilities  or any  activities
conducted  thereon,  (ii)  the  environmental  aspects  of  the  transportation,
storage,  treatment or disposal of Hazardous  Materials in  connection  with the
operation of the Facilities;  or (iii) the violation,  or alleged violation,  of
any  Environmental  Laws,  Orders or  Permits of or from any  Governmental  Body
relating to environmental matters connected with the Facilities.

                    "ENVIRONMENTAL   LAW"   means   any   Law   concerning   the
environment,  or  activities  that  might  threaten  or  result in damage to the
environment  or human  health,  or any Law that is concerned in whole or in part
with the  environment  and with  protecting  or  improving  the  quality  of the
environment  and human and employee  health and safety and includes,  but is not
limited  to,  the  Comprehensive  Environmental  Response,   Compensation,   and
Liability Act  ("CERCLA") (42 U.S.C.  ss. 9601 et seq.) the Hazardous  Materials
Transportation  Act (49 U.S.C. ss. 1801 et seq.), the Resource  Conservation and
Recovery  Act (42 U.S.C.  ss. 6901 et seq),  the Clean Water Act (33 U.S.C.  ss.
1251 et seq),  the  Clean  Air Act

                                       42

<PAGE>

(33 U.S.C. ss. 7401 et seq.),  the Toxic  Substances  Control Act (15 U.S.C. ss.
2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C.
ss. 136 et seq.) and the  Occupational  Safety and Health Act (29 U.S.C. ss. 651
et seq.)  ("OSHA"),  as such laws have been  amended  or  supplemented,  and the
regulations  promulgated  pursuant  thereto,  and any and all analogous state or
local statutes,  and the regulations  promulgated  pursuant thereto, and any and
all  treaties,  conventions  and  environmental  public and employee  health and
safety statutes and regulations or analogous  requirements of non-United  States
jurisdictions in which the Company conducts any business.

                    "ENVIRONMENTAL  MATTERS"  means any matter arising out of or
relating to human and employee health and safety or the environment  which could
give rise to liability or require the expenditure of money to address, and shall
include, without limitation,  investigating and remediating costs, any fines and
penalties arising in connection therewith,  and any claim in respect thereof for
damages or injunctive  relief for alleged  personal  injury,  property damage or
damage to natural resources under common law or other Environmental Law.

                    "ENVIRONMENTAL   PERMIT"   means   any   Permit,   approval,
authorization,  license variance, registration, or permission required under any
applicable Environmental Laws and all supporting documents associated therewith.

                    "FACILITIES" means real property,  leased or operated by the
Company.

                    "GOVERNMENTAL  BODY" means any  governmental  or  regulatory
body (including the Food and Drug  Administration (the "FDA"), the Federal Trade
Commission (the "FTC"),  the Consumer Product Safety Commission (the "CPSC") the
United  States  Department  of  Agriculture  (the "USDA") and the Federal  Trade
Commission,  or political subdivision thereof,  whether federal, state, local or
foreign,  or any agency,  instrumentality or authority thereof,  or any court or
arbitrator (public or private).

                    "HAZARDOUS MATERIALS" means any substance, material or waste
which is  regulated  by any  local,  state or federal  Governmental  Body in the
Jurisdiction  in which the  Company  conducts  business,  or the United  States,
including,  without limitation,  any material or substance which is defined as a
"hazardous  waste,"  "hazardous  material,"  "hazardous  substance,"  "extremely
hazardous waste" or restricted hazardous waste," "subject waste," "contaminant,"
"toxic waste" or "toxic  substance"  under any provision of  Environmental  Law,
including but not limited to, petroleum  products,  asbestos and polychlorinated
biphenyls.

                                       43

<PAGE>

                    "INDEBTEDNESS"   means  at  a   particular   time,   without
duplication,  (i) any  indebtedness for borrowed money or issued in substitution
for or exchange of indebtedness for borrowed money, including any bank overdraft
or other similar  extension of credit,  (ii) any  indebtedness  evidenced by any
note,  bond,  debenture or other debt security,  (iii) any  indebtedness for the
deferred  purchase  price of property or services with respect to which a Person
is liable,  contingently or otherwise, as obligor or otherwise (other than trade
payables  and other  current  liabilities  incurred  in the  ordinary  course of
business which are not more than 30 days past due), (iv) any commitment by which
a Person  assures  a  creditor  against  loss  (including,  without  limitation,
contingent reimbursement obligations with respect to letters of credit), (v) any
indebtedness   guaranteed  in  any  manner  by  a  Person  (including,   without
limitation,  guarantees in the form of an agreement to repurchase or reimburse),
(vi) any obligations under capitalized  leases with respect to which a Person is
liable,  contingently or otherwise, as obligor,  guarantor or otherwise, or with
respect to which obligations a Person assures a creditor against loss, (vii) any
indebtedness  secured by a Lien on a Person's  assets and (viii) any unsatisfied
obligation for "withdrawal liability" to a multiemployer plan" as such terms are
defined under ERISA.

                    "LAW"  means  any  federal,  state,  local  or  foreign  law
(including common law),  statute,  code,  ordinance,  rule,  regulation or other
requirement or guideline  (including FDA Over the Counter ("OTC") Monographs and
cosmetic  ingredient  safety and color additive rules and regulations,  cosmetic
labeling  requirements  under the Fair  Packaging and Labeling Act (the "FPLA"),
federal  and  state  food,  drug and  false  advertising  Laws,  and  rules  and
regulations of the FTC, the CPSC and the USDA).

                    "LEGAL  PROCEEDING"  means any judicial,  administrative  or
arbitral actions, suits, proceedings (public or private), claims or governmental
proceedings.

                    "LIEN"  means  any  lien,   pledge,   hypothecation,   levy,
mortgage, deed of trust, security
interest,  claim, lease, charge,  option, right of first refusal,  easement,  or
other real estate declaration,  covenant,  condition,  restriction or servitude,
transfer restriction under any shareholder or similar agreement,  encumbrance or
any other restriction or limitation whatsoever.


                                       44

<PAGE>

                    "MATERIAL  ADVERSE CHANGE" means any material adverse change
in the  business,  properties,  results of  operations,  prospects  or condition
(financial or otherwise) of the Company.

                    "ORDER" means any order, consent, consent order, injunction,
judgment, decree, consent decree, ruling, writ, assessment or arbitration award.

                    "PERMITS"     means    any    approvals,     authorizations,
registrations,  consents,  licenses, permits or certificates by any Governmental
Body.

                    "PERSON"  means any  individual,  corporation,  partnership,
firm, joint venture,  association,  joint-stock company,  trust,  unincorporated
organization, Governmental Body or other entity.

                    "REPRESENTATIVES" of a Person means its officers, employees,
agents, legal advisors and accountants.

                    "SHARES" means the Common Stock to be purchased hereunder.



                  11.3.    EXPENSES.   3.      EXPENSES.

                  Each party shall bear its own expenses in connection  with the
negotiation  and execution of this Agreement and the  transactions  contemplated
hereby  and by the  other  Transaction  Documents.  None of  Seller's  costs  or
expenses  shall be charged to the Company  without the prior written  consent of
Purchaser.

                  11.4.    SPECIFIC PERFORMANCE.   4.   SPECIFIC PERFORMANCE.

                  Each  Seller  acknowledges  and  agrees  that  the  breach  or
threatened  breach  of this  Agreement  would  cause  irreparable  damage to the
Purchaser  and that the  Purchaser  will not  have an  adequate  remedy  at law.
Accordingly,  each Seller  expressly  acknowledges  that the Purchaser  shall be
entitled  to  specific  performance,  injunctive  relief or any other  equitable
remedy against each of the Sellers,  without the posting of a bond, in


                                       45

<PAGE>

the event of any breach or threatened  breach of any provision of this Agreement
by any of the  Sellers.  The  rights  and  remedies  of the  parties  hereto are
cumulative and shall not be exclusive,  and each such party shall be entitled to
pursue all legal and equitable rights and remedies and to secure  performance of
the  obligations  and  duties  of  the  other  under  this  Agreement,  and  the
enforcement  of one or more of such  rights and  remedies by a party shall in no
way preclude such party from pursuing, at the same time or subsequently, any and
all other rights and remedies available to it.

                  11.5.    FURTHER ASSURANCES.   5.     FURTHER ASSURANCES.

                  Each  Seller  and the  Purchaser  each  agree to  execute  and
deliver such other  reasonable  documents or  agreements  as may be necessary or
desirable for the  implementation  of this Agreement and the consummation of the
transactions contemplated hereby or by the other Transaction Documents.

                  11.6.  SUBMISSION TO  JURISDICTION;  WAIVER OF JURY TRIAL; AND
CONSENT TO SERVICE OF  PROCESS.6.  SUBMISSION  TO  JURISDICTION;  WAIVER OF JURY
TRIAL; AND CONSENT TO SERVICE OF PROCESS.

                    (a The  parties  hereto  hereby  irrevocably  submit  to the
exclusive jurisdiction of any federal or state court located within the State of
New Jersey over any dispute  arising out of or relating to this Agreement or any
of the transactions  contemplated  hereby or by the other Transaction  Documents
and each  party  hereby  irrevocably  agrees  that all claims in respect of such
dispute  or any suit,  action or  proceeding  related  thereto  may be heard and
determined in such courts.  The parties hereby irrevocably waive, to the fullest
extent  permitted  by  applicable  law,  any  objection  which  they  may now or
hereafter have to the laying of venue of any such dispute  brought in such court
or any defense of inconvenient  forum for the maintenance of such dispute.  Each
of the parties hereto agrees that a judgment in any such dispute may be enforced
in other  jurisdictions  by suit on the judgment or in any other manner provided
by law.

                  (b THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE  THE  RIGHT  ANY OF THEM  MAY HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY
LITIGATION  BASED  HEREON OR ARISING OUT OF,  UNDER OR IN  CONNECTION  WITH THIS
AGREEMENT AND ANY OF THE OTHER TRANSACTION DOCUMENTS,  OR ANY COURSE OF CONDUCT,
COURSE OF  DEALING,  STATEMENTS  (WHETHER  VERBAL OR  WRITTEN) OR ACTIONS OF ANY
PARTY.  THIS PROVISION IS A MATERIAL  INDUCEMENT FOR THE PARTIES'  ACCEPTANCE OF
THIS AGREEMENT.

                                       46

<PAGE>

                  (c Each of the parties hereto hereby consents to process being
served by any party to this Agreement in any suit, action or proceeding,  by the
mailing of a copy thereof in accordance with the provisions of Section 11.10.

                  11.7.  ENTIRE  AGREEMENT;  AMENDMENTS  AND  WAIVERS.7.  ENTIRE
AGREEMENT; AMENDMENTS AND WAIVERS.

                  This Agreement  (including the schedules and exhibits  hereto)
represents  the entire  understanding  and agreement  between the parties hereto
with respect to the subject  matter hereof and can be amended,  supplemented  or
changed,  and any  provision  hereof can be waived,  only by written  instrument
making specific  reference to this Agreement  signed by the parties  hereto.  No
action taken  pursuant to this  Agreement,  including  without  limitation,  any
investigation  by or on behalf of any  party,  shall be deemed to  constitute  a
waiver by the party taking such action of  compliance  with any  representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto
of a breach of any provision of this Agreement shall not operate or be construed
as a further or continuing  waiver of such breach or as a waiver of any other or
subsequent breach. No failure on the part of any party to exercise, and no delay
in exercising,  any right,  power or remedy  hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further  exercise thereof or the exercise of
any other right,  power or remedy. All remedies hereunder are cumulative and are
not exclusive of any other remedies provided by law.



                  11.8.    GOVERNING LAW11.   8.        GOVERNING LAW.

                  This   Agreement   shall  be  governed  by  and  construed  in
accordance  with the  internal  laws of the State of New Jersey  without  giving
effect to the principles of conflict of laws thereunder.

                  11.9. Table of Contents and Headings11.9.Table of Contents and
Headings.


                                       47

<PAGE>

                  The table of contents and section  headings of this  Agreement
are  for  reference  purposes  only  and  are  to be  given  no  effect  in  the
construction or interpretation of this Agreement.

                  11.10.  NOTICES.   10.  NOTICES.

                  All  notices  and other  communications  under this  Agreement
shall be in writing and shall be deemed given when  delivered  personally,  upon
delivery to a nationally recognized overnight courier service, or when mailed by
certified  mail,  return  receipt  requested,  to the  parties at the  following
addresses  (or to such  other  address as a party may have  specified  by notice
given to the other party pursuant to this provision):

                           If to Seller, to:

                                    [Provide Sellers' address]

                           With a copy to:

                            __________________________
                            __________________________
                            __________________________
                            __________________________

                                    Telephone:
                                    Fax:

                           If to Purchaser to:

                                    The Translation Group, Ltd.
                                    30 Washington Avenue
                                    Haddonfield, NJ 08033
                                    Attn: John Toedtman

                                    Telephone: 609-795-8669
                                    Fax: 609-795-8737


                                       48

<PAGE>

                           With copies to:

                                    Michael C. Cascio, Esquire
                                    12 E. Stow Road, Suite 150
                                    Marlton, NJ 08053

                                    Telephone: 609-596-7228
                                    Fax: 609-988-1205

                           And

                                    Joseph P. Galda, Esquire
                                    Buchanan Ingersoll, P.C.
                                    11 Penn Center, 14th Floor
                                    1835 Market Street
                                    Philadelphia, PA 19103-2985

                                    Telephone: 215-665-3879
                                    Fax: 215-665-8760


All notices are effective upon receipt or upon refusal if properly delivered.

                  11.11.  SEVERABILITY.   11.  SEVERABILITY.

                  If  any  term,  provision,   covenant  or  condition  of  this
Agreement or part thereof,  or the application  thereof to any Person,  place or
circumstance  shall be held to be invalid,  unenforceable  or void by a court of
competent  jurisdiction,   the  remainder  of  this  Agreement  and  such  term,
provision,  covenant or condition shall remain in full force and effect, and any
such invalid, unenforceable or void term, provision, covenant or condition shall
be deemed,  without further action on the part of the parties hereto,  modified,
amended and limited,  and the court shall have the power to modify,  amend,  and
limit such term,  provision,  covenant or condition,  to the extent necessary to
render the same and the  remainder  of this  Agreement  valid,  enforceable  and
lawful.

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<PAGE>

                  11.12.   BINDING EFFECT, ASSIGNMENT.   12.    BINDING  EFFECT,
ASSIGNMENT.

                  This Agreement  shall be binding upon and inure to the benefit
of the parties and their respective successors and permitted assigns. Nothing in
this Agreement  shall create or be deemed to create any third party  beneficiary
rights or any other  rights of any kind in any  Person or entity  not a party to
this Agreement  except as provided  below. No assignment of this Agreement or of
any rights or  obligations  hereunder may be made by any Seller (by operation of
law or  otherwise)  without the prior  written  consent of the Purchaser and any
attempted  assignment without such required consent shall be void. The Purchaser
may assign this Agreement and any or all rights and  obligations  hereunder,  in
whole or in part,  to any  Affiliate of the  Purchaser,  any purchaser of all or
substantially  all of the Purchaser's  business or assets,  any successor to the
Purchaser or any assignee  thereof  (each,  a  "Successor"),  whether  direct or
indirect, by purchase, merger, consolidation, operation of law or otherwise. The
Purchaser  will  require any such  Successor  to  expressly  assume and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Purchaser  would be required to perform it if no such  purchase,  succession  or
assignment had taken place. Upon any such permitted  assignment,  the references
in this Agreement to the Purchaser shall also apply to any Successor  unless the
context otherwise requires.

                11.13. Confidential Information.  13. Confidential Information.

                  All Confidential  Information with respect to any party hereto
is  considered  secret and will be  disclosed in  confidence.  Each party hereto
acknowledges that, it may have access to and become acquainted with Confidential
Information of another party. Each party hereto agrees that it will not prior to
the  Closing  Date (or in the  event of the  termination  of this  Agreement  in
accordance with its terms) and at all times  thereafter,  directly or indirectly
for any reason  whatsoever,  disclose or use any such Confidential  Information.
All records,  files,  drawings,  documents,  equipment and other tangible items,
wherever located, relating in any way to or containing Confidential Information,
which any party has prepared or shall in the future prepare, shall be and remain
the sole and  exclusive  property  of such  party and shall be  included  in the
Confidential Information.  Upon termination of this Agreement in accordance with
its terms,  the parties shall promptly  deliver any and all of the  Confidential
Information and copies thereof of any other party,  not previously  delivered to
such party,  that may be in its  possession or under its control.  The foregoing
restrictions  shall not  apply to the use,  divulgence,  disclosure  or grant of
access to Confidential  Information to the extent,  but only to the extent,  (i)
expressly  permitted or required pursuant to any other written agreement


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<PAGE>


between  the  parties,  (ii) such  Confidential  Information  has been  publicly
disclosed (not due to a breach by any party of its obligations hereunder,  or by
breach of any other  Person,  of a fiduciary  or  confidential  obligation  to a
party) or (iii) a party is required to disclose  Confidential  Information by or
to any court of competent jurisdiction or any other Governmental Body; provided,
however,  that the party  required to  disclose  such  Confidential  Information
shall, prior to any such disclosure, immediately notify the party which owns the
Confidential  Information of such  requirement and provided  further,  that such
party shall have the right, at its expense, to object to such disclosures and to
seek confidential  treatment of any Confidential  Information to be so disclosed
on such terms as it shall determine.

                  11.14. PUBLIC ANNOUNCEMENT.   14. PUBLIC ANNOUNCEMENT.

                  The  parties  shall  cooperate  with  respect  to  any  public
announcement  relating to the transactions  contemplated  hereby or by the other
Transaction  Documents;  and  neither  party  will  issue any  public  statement
announcing such transaction  without the prior consent of the others,  except as
such party in good faith (based upon advice of counsel)  believes is required by
law and following notice to the other party.

                  11.15.  COUNTERPARTS.   15.  COUNTERPARTS.

                  This Agreement may be executed  simultaneously  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.



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<PAGE>


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

                  THE TRANSLATION GROUP, LTD.


                  By:_________________________________
                     JOHN TOEDTMAN, C.O.O.


                  PLANET ACCESS NETWORKS INC.


                  By:_________________________________
                     FRED LAPARO AS PRESIDENT OF PLANET
                     ACCESS NETWORKS INC., AND
                     INDIVIDUALLY AS A SELLER


                  By:_________________________________
                     JEFF CARTWRIGHT AS VICE PRESIDENT
                     OF PLANET ACCESS NETWORKS INC.,
                     AND INDIVIDUALLY AS A SELLER


                  By:_________________________________
                     BINH NGUYEN AS TECHINAL DIRECTOR
                     OF PLANET ACCESS NETWORKS INC., AND
                     INDIVIDUALLY AS A SELLER


                  By:_________________________________
                     PETER GRABOWSKY AS INFORMATION ARCHITECT
                     OF PLANET ACCESS NETWORKS INC., AND
                     INDIVIDUALLY AS A SELLER



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