ASSET PURCHASE AGREEMENT
                                 BY AND BETWEEN

                      INTERNETWORKING SCIENCES CORPORATION,

                                       AND

                           INTERNETWORK EXPERTS, INC.

                          Dated as of October 27, 2000


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                                TABLE OF CONTENTS

                                LIST OF SCHEDULES

          Schedule 2.1(a)   -        Inventory in Transit
          Schedule 2.1(b)   -        Customer List
          Schedule 2.1(c)   -        Transferred Engagements
          Schedule 2.1(d)   -        Vendor Contracts
          Schedule 2.2(a)   -        Retained Engagements
          Schedule 2.2(f)   -        Real Property
          Schedule 2.4(a)iv -        Equipment Lease Obligations
          Schedule 2.4(a)v  -        Office Lease Obligations
          Schedule 2.8      -        Warranty Obligations
          Schedule 3.3      -        Consents and Approvals
          Schedule 3.5      -        Liens
          Schedule 3.6      -        Investigation or Litigation
          Schedule 3.10     -        Contracts
          Schedule 5.6      -        Transferred Employees



<PAGE>



                            ASSET PURCHASE AGREEMENT

          This ASSET PURCHASE AGREEMENT (this "Agreement") is made as of October
27,  2000,  by  and  among  INTERNETWORKING  SCIENCES  CORPORATION,  a  Delaware
corporation  ("Buyer"),  and  INTERNETWORK  EXPERTS,  INC., a Texas  corporation
("Seller").

          In  consideration  of the mutual  covenants and  agreements  contained
herein, the parties covenant and agree as follows:

1.        DEFINITIONS

          1.1 General  Definitions.  Unless  otherwise stated in this Agreement,
the following terms shall have the following meanings:

          "Accounts Receivable": As defined in Section 5.8(a) hereof.

          "Affiliate": Any Person that, directly or indirectly,  controls, or is
controlled by or under common control with,  another Person. For the purposes of
this  definition,  "control"  (including  the terms  "controlled  by" and "under
common control  with"),  as used with respect to any Person,  means the power to
direct or cause the  direction  of the  management  and policies of such Person,
directly or indirectly, whether through the ownership of voting securities or by
contract or otherwise.

          "Assets": As defined in Section 2.1 hereof.

          "Assumed Obligations": As defined in Section 2.4(a) hereof.

          "Buyer Indemnities": As defined in Section 9.1 hereof.

          "Closing": As defined in Section 7.1 hereof.

          "Closing Date": As defined in Section 7.1 hereof.

          "Code": The Internal Revenue Code of 1986, as amended.

          "Customer List": As defined in Section 2.1(b) hereof.

          "Damages": As defined in Section 9 hereof.

          "Environmental  Requirements":  All federal,  state, foreign and local
laws,  statutes,  codes,  rules,  regulations,  ordinances,  judgments,  orders,
decrees and obligations  concerning public health and safety,  worker health and
safety, pollution or protection of the environment, including all those relating
to the presence, use, production,  generation,  handling, transport,  treatment,
storage,  disposal,  distribution,  labeling,  testing,  processing,  discharge,
release,  control or  cleanup of any  hazardous,  toxic or  otherwise  regulated
materials,  substances or wastes,  chemical substances or mixtures,  pesticides,
pollutants,  contaminants,  toxic chemicals,  petroleum  products or byproducts,
asbestos, polychlorinated biphenyls, noise or radiation.

          "Excluded Assets": As defined in Section 2.2 hereof.

          "Governmental  Body":  Any court or any federal,  state,  municipal or
other governmental department,  commission,  board, bureau, agency, authority or
instrumentality, domestic or foreign.

          "Indemnification Cap": As defined in Section 9.3 hereof.

          "Indemnification Notice": As defined in Section 9.4 hereof.

          "Inventory in Transit": As defined in Section 2.1(a) hereof.

          "Knowledge":  In the case of  knowledge of Seller,  "Knowledge"  shall
mean the actual knowledge of any director or officer of Seller.

          "Lien":  All  mortgages,  deeds  of  trust,  claims,  liens,  security
interests, pledges, leases, conditional sale contracts, rights of first refusal,
options,   charges,    liabilities,    obligations,    agreements,    easements,
rights-of-way, powers of attorney, limitations,  reservations,  restrictions and
other  encumbrances of any kind,  other than (a) liens for taxes not yet due and
payable and (b) liens securing rental payments under the Vehicle Leases.

          "Material  Adverse  Effect":   Any  change  (individually  or  in  the
aggregate) in the general affairs,  management,  business,  goodwill, results of
operations, condition (financial or otherwise), assets, liabilities or prospects
(whether or not the result  thereof would be covered by insurance)  that will or
can reasonably be expected to result in a cost,  expense,  charge,  liability or
diminution in value of the Assets individually or in the aggregate,  equal to or
greater than $25,000.00.

          "Non-Competition  Agreement":  The Non-Competition Agreement in a form
acceptable to the buyer.

          "Operative  Documents":  This  Agreement  and  all  other  agreements,
instruments,  documents, schedules and certificates executed and delivered by or
on  behalf  of  Seller  or Buyer  at or  before  the  Closing  pursuant  to this
Agreement.

          "Order":  Any order,  writ,  injunction,  decree,  judgment,  award or
determination of any Governmental Body.

          "Permits":  All  permits,  authorizations,   certificates,  approvals,
registrations,  variances, exemptions,  rights-of-way,  franchises,  privileges,
immunities,  grants,  ordinances,  licenses  and other  rights of every kind and
character (a) under any (1) federal, state, local or foreign statute,  ordinance
or  regulation,  (2) Order or (3)  contract  with any  Governmental  Body or (b)
granted by any Governmental Body.

          "Person":  An individual,  partnership,  joint  venture,  corporation,
company,  limited liability company, bank, trust,  unincorporated  organization,
Governmental Body or other entity or group.

          "Proceeding": Any action, order, claim, suit, proceeding,  litigation,
investigation, inquiry, review or notice.

          "Public Announcement": As defined in Section 5.7 hereof.

          "Purchase Price": As defined in Section 2.3 hereof.

          "Retained Engagements": As defined in Section 2.2(a) hereof.

          "Retained Liabilities": As defined in Section 2.4(b) hereof.

          "SEC": The Securities and Exchange Commission.

          "Seller Indemnities": As defined in Section 9.2 hereof.

          "Subsidiary" or "Subsidiaries":  With respect to any person shall mean
any other person of which at least a majority of the securities  having by their
terms ordinary  voting power to elect a majority of the Board of Directors of or
other  governing  body such other person is at the time  directly or  indirectly
owned or  controlled  by such first  person,  or by such first person and one or
more of its Subsidiaries.

          "Tax Obligations":  Any Taxes which are attributable or related to the
assets or the  operations  of Seller  for any  periods  ending on or before  the
Closing Date or which may be applicable because of the Transactions.

          "Taxes": Any federal,  state, local or foreign income,  sales, excise,
real or personal property or other taxes,  assessments,  fees, levies,  imposts,
duties, deductions or other charges of any nature whatsoever (including, without
limitation,  interest and  penalties)  imposed by any law,  rule,  regulation or
order.

          "Third Party Consents": As defined in Section 6.1(f) hereof.

          "Threatened":  Any  matter  or  thing  will be  deemed  to  have  been
Threatened when used herein with respect to any party if that party has received
notice, in writing, from the Person to whom the threat is attributable,  or such
Person's agents,  which makes specific  reference to and clearly  identifies the
matter or thing being threatened.

          "Transaction" or "Transactions": The acquisition of the Assets and the
performance of the other covenants and transactions described in this Agreement.

          "Transaction  Expenses":  The expenses incurred in connection with the
preparation,   negotiation,   execution,  delivery,  satisfaction,   compliance,
consummation and performance of this Agreement and the  Transactions,  including
all fees and expenses of counsel and representatives.

          "Transferred Engagements": As defined in Section 2.1(d) hereof.

          "Transferred Engagement Contract": Any contract or agreement,  whether
written or oral, relating to any Transferred Engagement.

          "Unidentified Payment": As defined in Section 5.8(f) hereof.

          "Vendor Contracts": As defined in Section 2.1 (e) hereof.

          "Warranty Cap": As defined in Section 2.5 hereof.

          "Warranty Obligations": As defined in Section 2.5 hereof.

          Other  defined  terms shall have the  meanings  ascribed to such terms
elsewhere herein.

2.        SALE OF ASSETS; ASSUMPTION OF CERTAIN LIABILITIES

          2.1 Agreement to Purchase and Sell.  Subject to the  applicable  terms
and conditions of this Agreement,  at the Closing,  Seller shall sell, transfer,
assign,  convey and deliver to Buyer, and Buyer shall purchase from Seller,  the
following assets (such assets, specifically excluding the Excluded Assets, being
collectively referred to as the "Assets"):

               (a)  Inventory  in  Transit.   All  inventory  of  equipment  and
          materials in transit as of the Closing Date from Seller's suppliers or
          in transit  from  Seller's  suppliers  directly  to (or as ordered by)
          Seller's customers,  including,  without limitation, the equipment and
          materials that are listed on Schedule 2.1(a) hereto (the "Inventory in
          Transit");

               (b) Customer List. The list of all past and current  customers of
          Seller,  including,  without  limitation,  those.customers  listed  on
          Schedule 2.1(b) hereto (the "Customer List");

               (c)  Transferred  Engagements.  All  outstanding  engagements  of
          Seller, including,  without limitation,  all work-in-progress,  labor,
          parts,  equipment,  materials and Buyer orders, customer contracts and
          other  written   agreements  with  customers  for  such   engagements,
          including,  without limitation,  the engagements described on Schedule
          2.1(d) hereto (the "Transferred Engagements");

               (d) Vendor Contracts. The vendor contracts of Seller described on
          Schedule  2.1(e)  hereto to the extent that an assignment is permitted
          there under (the  "Vendor  Contracts").  No Vendor  Contract  shall be
          assigned from Seller to Buyer until the applicable Third Party Consent
          has been  obtained  and Buyer and  Seller  agree  not to  require  any
          assignment  of such Vendor  Contract  to Buyer if the vendor  requires
          that Buyer enter into a new  contract or if the  required  Third Party
          Consent is not obtained;

               (e) Documents and Plans.  All documents,  correspondence,  lists,
          plats,  architectural  plans,  drawings and  specifications,  creative
          materials, studies, reports, and other printed or written materials of
          or used by Seller in connection with the Transferred Engagements;

               (f) Warranty Rights. To the extent  transferable,  the benefit of
          and the right to enforce  warranties,  if any, that Seller is entitled
          to enforce covering all or any part of the Assets;

               (g)  Telephone  Numbers.  The  telephone  and  facsimile  numbers
          specifically   assigned  for  use  by  Seller,   being   972-702-1726,
          972-702-1725 and 800-254-1875; and

               (h) Domain Names.  The Domain names of  inetx.com,  inetx.net and
          Inetexperts.com.

               (i) Name.  All right title and interest to the name  Internetwork
          Experts.

               (j) Copy of Records. Seller hereby agrees to maintain a copy (but
          not the originals of) all  accounting and tax records and customer and
          sales records of Seller, all supplier records of Seller, all personnel
          records  of Seller  and all other  books and  records  of Seller for a
          period of three (3) years after Closing and shall permit Buyer to have
          reasonable  access to all such  records and to make copies  thereof to
          the extent  necessary and  appropriate for its ownership and operation
          of the Assets of Seller;

          2.2 Excluded  Assets.  Seller shall  retain,  and the Assets shall not
include,  any assets of Seller not  expressly  listed in Section  2.1 above (the
"Excluded Assets"), including, without limitation, the following:

               (a) Retained  Engagements.  The retained  engagements,  including
          without limitation,  all  work-in-progress,  labor, parts,  equipment,
          materials  and  the  purchase  orders,  contracts  and  other  written
          agreements    for   the   retained    engagements    (the    "Retained
          Engagements")(as listed on Schedule 2.2(a);

               (b) Inventory. All inventory, parts, raw materials,  supplies and
          other  materials  held or used  by  Seller  other  than  Inventory  in
          Transit;

               (c) Accounts  Receivable.  All of Seller's  accounts  receivable,
          including   receivables  due  from  suppliers  and  rebates  due  from
          suppliers  and including  receivables  now and in the future under the
          Retained  Engagements  except any  rebates  relating to  Inventory  in
          Transit;

               (d) Notes Receivable. All notes receivable;

               (e) Cash. All cash and cash equivalents;

               (f) Real  Property.  All real  property  (except to the extent of
          Buyer's leasehold rights in the Subleased Real Property)(as  listed on
          Schedule 2.2(g));

               (g)  Records.  Seller will provide  within 60 days of closing,  a
          copy of all accounting,  customer and sales records of Seller,  a copy
          of the Dell laptop  leases,  all supplier and Buyer records of Seller,
          all  personnel  records of Seller and all other  books and  records of
          Seller; and Seller hereby agrees to maintain such records for a period
          of three (3)  years  after  Closing  and  shall  permit  Buyer to have
          reasonable  access to all such  records and to make copies  thereof to
          the extent  necessary and  appropriate for its ownership and operation
          of the Assets of Seller;

               (h) Insurance Matters. All insurance proceeds,  insurance claims,
          prepaid  insurance  premiums  and  claims  for  refunds  of  insurance
          premiums; and

               (i) Other Rights and Interests.  All right, title and interest of
          Seller in and to all claims,  causes of action or proceedings relating
          or  pertaining  to Seller to the extent  accruing  before the  Closing
          Date.

          2.3  Purchase  Price.  Subject  to the  terms and  conditions  of this
Agreement,  in consideration for Buyer's  acquisition of the Assets and transfer
of employees, Buyer shall pay Seller

               (a)  TWO  HUNDRED  THOUSAND  DOLLARS  ($200,000.00),  payable  at
          Closing by certified or cashier's check; and

               (b) TWENTY FIVE THOUSAND ($25,000.00),  payable within sixty (60)
          days  after  close of the sale  provided  that the Cisco  Professional
          Services   Subcontractor(PSS)   designation   has  been   successfully
          transferred to buyer and there are no transfer issues left outstanding
          with Cisco and an additional TWENY FIVE THOUSAND ($25,000.00), payable
          within ten (10) days after Buyer is  designated  a Cisco  Professional
          Services  Consulting  Partner(PSP)  by  Cisco  for the  United  States
          region, if such designation is obtained by Buyer within six (6) months
          after the Closing Date.

          2.4   Assumption of Liabilities.

               (a) Assumed Obligations. Subject to and upon all of the terms and
          conditions of this Agreement,  at the Closing,  Buyer shall assume and
          agree to pay,  perform and  discharge the  following  obligations  and
          liabilities of Seller (collectively, the "Assumed Obligations"):

                    (i)   Warranty   Obligations.   All   warranty  and  service
               obligations  expressly  set forth in the  Transferred  Engagement
               Contracts;

                    (ii) Vendor Contracts. All executory obligations and related
               liabilities  accruing exclusively after Closing, and based solely
               upon events  occurring after Closing,  under the Vendor Contracts
               assigned to Buyer;

                    (iii) Transferred  Engagements.  All obligations and related
               liabilities  expressly  set forth in the  Transferred  Engagement
               Contracts   to  the  extent   related  to,   arising  out  of  or
               attributable to the period after the Closing Date;

                    (iv)   Assumption   of  Laptop   Leases.   Obligations   and
               liabilities  related to,  arising out of or  attributable  to the
               period  after the Closing Date under the leases  associated  with
               the Dell notebook  computers  used by the  transferred  employees
               identified in Schedule 2.4(a)iv  ("Equipment Lease Obligations");
               and

                    (v) Assumption of a Portion of Office Lease. Obligations and
               liabilities  related to,  arising out of or  attributable  to the
               period  after the  Closing  Date under the  office  lease that is
               defined in Schedule 2.4(a)v ("Office Lease Obligations").

               (b)  Retained  Liabilities.  Except as provided  in Section  2.5,
          Buyer will not assume or agree to pay, perform or discharge, and shall
          not be  responsible  for, any  liabilities  or  obligations  of Seller
          (collectively,  "Retained  Liabilities"),  whether accrued,  absolute,
          contingent or otherwise, including without limitation,  liabilities or
          obligations based on, arising out of, or in connection with:

                    (i) Transaction Expenses.  Any Transaction Expenses incurred
               by Seller;

                    (ii)  Pre-Closing.  Any events or circumstances  related to,
               arising out of,  attributable to or occurring in the period prior
               to the Closing Date;

                    (iii)  Taxes.  Any  Taxes  and  Tax  Obligations  which  are
               attributable or relating to the Assets or Seller, for any periods
               ending on or before the Closing  Date, or which may be applicable
               to Seller because of Seller's sale of any of the Assets to Buyer;

                    (iv)  Leases  and  Indebtedness.  Any lease  obligations  or
               indebtedness of Seller other than those executory obligations and
               related liabilities  accruing  exclusively,  or based upon events
               occurring  solely,  after Closing relating to the Equipment Lease
               Obligations,   the  Office  Lease   Obligations   or  the  Vendor
               Contracts;

                    (v)  Intellectual  Property.  Any unlicensed or unauthorized
               use by Seller  of any  trademark,  patent  or other  intellectual
               property rights;

                    (vi) Other  Obligations.  Any note, account payable or other
               obligation to any person,  entity or Governmental Body, except to
               the extent otherwise expressly assumed herein; and

                    (vii) Claims or Conditions. Any claims or conditions, to the
               extent  relating  to  accruing or arising out of the period on or
               prior to the Closing Date,  arising  under any federal,  state or
               foreign statutes, laws, ordinances,  regulations, rules, permits,
               judgments,  orders or decrees  attributable  or  relating  to the
               Assets (including,  without limitation, the operation thereof) or
               Seller.

          2.5 Warranty.  For a period of twelve (12) months after Closing, Buyer
agrees to provide  Seller  with  warranty  service  coverage  on those  standard
warranty,  extended  warranty  and service  contract  obligations  described  on
Schedule 2.8 hereto relating to equipment sold and/or  installed by Seller prior
to the Closing Date on those  engagements also identified on Schedule 2.8 hereto
(the  "Warranty   Obligations");   provided,   however,  that  Buyer's  Warranty
Obligations  shall not exceed  $10,000.00 in the aggregate (the "Warranty Cap").
Buyer shall provide to Seller, at Seller's request,  a statement  containing the
amount of Warranty  Obligations  performed by Buyer for the  preceding  calendar
month,  as well as the total amount of Warranty  Obligations  performed by Buyer
since Closing.  Buyer shall charge Seller at the rate of $100.00 per hour or the
actual amount  charged to Buyer if independent  contractors  are used to perform
such work,  plus all  out-of-pocket  expenses  incurred by Buyer (the  "Warranty
Rate").  After the  Warranty  Cap is  exceeded,  Seller  shall pay Buyer for all
additional  work  performed by Buyer on the Warranty  Obligations  in accordance
with  Buyer's  standard  invoice  terms at the Warranty  Rate,  plus an overhead
charge of ten percent (10%) on all labor,  costs (other than costs of materials)
and  expenses.  Buyer agrees to obtain the consent of Seller prior to performing
any  warranty  work  pursuant  to this  Section  2.5 that is  expected to exceed
$500.00.

          2.6 Further Assurances. At the Closing, and at all times thereafter as
may be reasonably necessary,  Seller and Buyer shall each execute and deliver to
the other party such  instruments  of transfer  and other  documents as shall be
reasonably necessary or appropriate to vest in Buyer title of the type specified
herein to the Assets and to otherwise comply with the terms, purposes and intent
of this Agreement.

          2.7  Transfer  of  Employees.  Seller  agrees  that the  amount of the
purchase price is significantly based on the transfer of all employees listed in
schedule(5.6).  If any employees  fail to transfer this would have a significant
effect on the purchase price.

3.        REPRESENTATIONS AND WARRANTIES OF SELLER

          Seller hereby  represents and warrants to Buyer that the following are
true and correct as of the date of this  Agreement  and will be true and correct
through the Closing Date, regardless of what investigations,  in any Buyer shall
have made prior to the date hereof or prior to the Closing:

          3.1  Organization;   Qualification.   Seller  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Texas. Seller has full corporate power and authority to own and lease the Assets
and to carry on the business of Seller as it is now being conducted.

          3.2  Authority  Relative to this Agreement.  Seller has full power and
authority  (corporate  and  otherwise)  to execute,  deliver  and  perform  this
Agreement (including, without limitation, execution, delivery and performance of
the  Operative  Documents  to  which  it  is a  party)  and  to  consummate  the
Transactions.  The execution and delivery by Seller of this  Agreement,  and the
consummation of the Transactions,  have been duly and validly  authorized by all
necessary  corporate  action  on the  part  of  Seller  and no  other  corporate
proceedings  on the part of Seller are  necessary  with  respect  thereto.  This
Agreement  has been duly and  validly  executed  and  delivered  by Seller,  and
constitutes a legal, valid and binding obligation of Seller, enforceable against
Seller in accordance with its terms except as such enforcement may be limited by
applicable  bankruptcy,  insolvency,  moratorium or other similar laws affecting
creditors'  rights  generally and by general  principles of equity.  Seller will
take  all  corporate  action  that is  necessary  for  Seller  to  complete  the
Transactions to be completed by Seller pursuant to this Agreement.

          3.3  Consents and Approvals.  Except as set forth in Schedule 3.3, the
execution,  delivery  and  performance  by  Seller  of  this  Agreement  and the
consummation of the Transactions by Seller requires no consent,  approval, order
or authorization of, action by or in respect of, or registration or filing with,
any Governmental Body or other Person, except as for those consents, if any, the
failure of which to obtain could not  reasonably  be expected to have a Material
Adverse Effect.

          3.4  No Violations.  The execution,  delivery and  performance of this
Agreement  by  Seller,  the  consummation  by  Seller  of the  Transactions  and
compliance by Seller with the provisions hereof do not and will not (a) conflict
with or result in any breach or  violation  of any  provision of the Articles of
Incorporation or Bylaws of Seller, (b) result in a default,  or give rise to any
right of termination,  cancellation or acceleration or loss of any benefit under
any of the provisions of any note, bond, mortgage,  indenture,  license,  trust,
agreement, lease or other instrument or obligation to which Seller is a party or
by which  Seller may be bound,  except to the extent that such result  would not
have a Material Adverse Effect,  (c) result in the creation or imposition of any
Lien on any of the Assets,  (d) violate any Order,  statute,  rule or regulation
applicable to Seller,  except to the extent that such violation would not have a
Material Adverse Effect, or (e) violate any territorial restriction on Seller or
any Non-Competition or similar agreement.

          3.5  Title  to  and  Condition  of  Assets  and  Property.  Except  as
specifically  set forth in Schedule  3.5 hereto,  Seller has good title to, or a
valid leasehold interest in, all of the Assets and the Assets are free and clear
of all Liens. To Seller's  Knowledge,  the Assets constitute all of the material
assets and properties, real and personal, tangible and intangible, that are held
or used by Seller in the conduct of Seller as presently being conducted.

          3.6  Investigation or Litigation.  Except as set forth on Schedule 3.6
hereto,  there is no Proceeding  pending or, to Seller's  Knowledge,  Threatened
against,  relating  to or  affecting  the  Assets.  Seller is not subject to any
currently existing  Proceeding by any Governmental Body relating to or affecting
the Assets.  To Seller's  Knowledge,  there is no basis for the assertion of any
Proceeding  by any  Governmental  Body or any Person  regarding any violation of
federal or state laws.

          3.7  Taxes.  All Taxes that are due and payable by Seller,  other than
those presently payable without penalty or interest,  have been paid, and Seller
has filed (and, through the Closing Date, will file) all Tax reports and returns
required  by law to be filed by Seller.  All such Tax  reports  and  returns are
true,  complete and correct in all material  respects  with regard to Seller for
the periods  covered  thereby.  Seller is not  delinquent  in the payment of any
material amount of Tax. There is no Tax deficiency  asserted against Seller, and
there is no unpaid  assessment,  proposal for  additional  Taxes,  deficiency or
delinquency in the payment of any of the Taxes of Seller or any violation of any
Tax law that could be asserted by any taxing authority. There are no Tax related
Liens upon any  properties  or assets of Seller nor has notice been given of any
event which could lead to any such Lien. No Internal Revenue  Service,  state or
local,  audit,  investigation or Proceeding of Seller is pending or, to Seller's
knowledge,  Threatened.  Seller  has not  granted  any  extension  to any taxing
authority  of the  limitation  period  during  which  any Tax  liability  may be
asserted.  Seller has not committed any material  violation of any Tax laws. All
monies  required to be withheld by Seller from  employees,  if any,  independent
contractors,  or others or collected  from  customers for income  taxes,  social
security and unemployment  insurance taxes and sales,  excise and use taxes, and
the portion of any such taxes to be paid by Seller to  governmental  agencies or
set aside in accounts for such purpose have been approved,  reserved against and
entered upon the books and records of Seller.  Consummation of the  Transactions
will not result in any Tax Obligations on the Assets.

          3.8  No  Brokers.  Seller has no  liability  for any  brokerage  fees,
commissions  or finders' fees in connection  with the  Transactions,  except for
which Seller will be solely responsible.

          3.9  Insurance.  All the  insurance  policies  maintained by Seller in
respect of the Assets and Seller are in full force and effect, and all insurance
premiums relating to such insurance policies have been paid.

          3.10 Contracts.  Schedule  3.10  hereto  sets forth a true and correct
list of all of the Vendor  Contracts and the  Transferred  Engagement  Contracts
(and summaries of all oral commitments which, to Seller's  Knowledge,  have been
made by Seller)  relating thereto (the  "Transferred  Contracts") and Seller has
made available for review by Buyer copies of such Transferred Contracts prior to
the date hereof.  There exists no material  breach or default  under any of such
Transferred  Contracts,  Equipment Lease Obligations or Office Lease Obligations
by Seller, or, to the Knowledge of Seller, any other party thereto.

          3.11 Permits.  All permits to conduct  business are valid,  and Seller
has not  received  any  notice  that any  Governmental  Body  intends to cancel,
terminate or not renew any such Permit.  Seller has not been, and is not now, in
material breach of any Permit.

          3.12 Environmental Matters.

               (a) Compliance  Generally.  To Seller's  Knowledge,  Seller is in
          material compliance with all Environmental Requirements.

               (b) Claims.  To Seller's  Knowledge,  Seller has not received any
          claim,  complaint,  citation,  report or other  notice  regarding  any
          liabilities  or  potential  liabilities  (whether  accrued,  absolute,
          contingent,  unliquidated or otherwise),  including any investigatory,
          remedial or corrective  obligations,  arising under the  Environmental
          Requirements.

               (c)  Scope of  Environment  Representations.  This  Section  3.12
          contains the sole and  exclusive  representations  and  warranties  of
          Seller with respect to environmental, health and safety requirements.

          3.13 Compliance with Laws. To Seller's Knowledge,  Seller has complied
with and is in compliance with all federal,  state,  local and foreign statutes,
laws,  ordinances,  regulations,  rules, permits,  judgments,  Orders or decrees
applicable  to the Assets and Seller,  except  where the failure to comply would
not have a Material Adverse Effect, and, to Seller's  Knowledge,  there does not
exist any basis for any claim or default under or violation of any such statute,
law, ordinance,  regulation,  rule, judgment,  Order or decree that would have a
Material Adverse Effect.

          3.14 Disclaimer of Other  Representations  and  Warranties.  EXCEPT AS
EXPRESSLY  SET  FORTH IN THIS  SECTION  3,  SELLER  MAKES NO  REPRESENTATION  OR
WARRANTY,  EXPRESS OR IMPLIED,  AT LAW OR IN EQUITY, IN RESPECT OF SELLER OR ANY
OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR
FITNESS  FOR ANY  PARTICULAR  PURPOSE,  AND ANY SUCH  OTHER  REPRESENTATIONS  OR
WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HEREBY ACKNOWLEDGES AND AGREES
THAT,  EXCEPT TO THE EXTENT  SPECIFICALLY  SET FORTH IN THIS SECTION 3, BUYER IS
PURCHASING  THE ASSETS ON AN  "AS-IS,  WHERE-IS"  BASIS.  WITHOUT  LIMITING  THE
GENERALITY  OF THE  FOREGOING,  EXCEPT AS EXPRESSLY  SET FORTH IN THIS SECTION 3
SELLER MAKES NO REPRESENTATION  OR WARRANTY  REGARDING ANY ASSETS OTHER THAN THE
ASSETS OR ANY LIABILITIES OTHER THAN THE ASSUMED OBLIGATIONS,  AND NONE SHALL BE
IMPLIED AT LAW OR IN EQUITY.

4.        REPRESENTATIONS AND WARRANTIES OF BUYER

          Buyer hereby  represents and warrants to Seller that the following are
true and correct as of the date of this  Agreement  and will be true and correct
through the Closing Date,  regardless  of what  investigations,  if any,  Seller
shall have made prior the date hereof or prior to the Closing:

          4.1  Organization.  Buyer is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Delaware.

          4.2  Authority  Relative to this  Agreement.  Buyer has full power and
authority  (corporate  and  otherwise)  to execute,  deliver  and  perform  this
Agreement (including, without limitation, execution, delivery and performance of
the  Operative  Documents  to  which  it  is a  party)  and  to  consummate  the
Transactions.  The  execution and delivery by Buyer of this  Agreement,  and the
consummation of the Transactions,  have been duly and validly  authorized by all
necessary  corporate  action  on  the  part  of  Buyer  and no  other  corporate
proceedings  on the part of Buyer  are  necessary  with  respect  thereto.  This
Agreement  has been duly and  validly  executed  and  delivered  by  Buyer,  and
constitutes a legal, valid and binding obligation of Buyer,  enforceable against
Buyer in accordance with its terms, except as such enforcement may be limited by
applicable  bankruptcy,  insolvency,  moratorium or other similar laws affecting
creditors' rights generally and by general principles of equity.

          4.3  Consents  and  Approvals.  Except  as set  forth in or  otherwise
required by this Agreement or the Operative Documents,  the execution,  delivery
and  performance  by  Buyer  of  this  Agreement  and  the  consummation  of the
Transactions by it requires no consent,  approval,  order or  authorization  of,
action by or in respect of, or  registration  or filing with,  any  Governmental
Body or other Person.

          4.4 No Brokers.  Buyer has not employed any broker, agent or finder or
incurred  any  liability  for any  brokerage  fees, commissions or finders' fees
in connection with the Transactions.

5.        ADDITIONAL AGREEMENTS

          5.1 Further  Assurances.  At any time after the Closing  Date,  if any
further  action is  necessary,  proper or advisable to carry out the purposes of
this Agreement,  then, as soon as is reasonably practicable,  each party to this
Agreement shall take, or cause its proper officers to take, such action. Each of
the parties  hereto  further  agrees that it will cooperate with the other party
after the  consummation of the  Transactions  for the purpose of providing Buyer
with the information and access to information  necessary to ensure Buyer with a
reasonably smooth transition of the Assets and Assumed Obligations to Buyer.

          5.2 Agreement Regarding Brokers. Each party agrees that it will pay or
dispute, and hold the other party harmless from, any claims of brokers or others
for finder's or brokerage fees asserted as a result of  representations  by such
party to such  brokers or others,  regardless  of whether the  existence of such
brokers or others are disclosed herein.

          5.3 Notice.  Seller and Buyer shall each  promptly  give notice to the
other party upon becoming  aware of the  occurrence or failure to occur,  or the
impending or Threatened  occurrence or failure to occur, of any event that would
cause or constitute any of its  representations  or warranties being or becoming
untrue.

          5.4  Information  for Tax Returns.  Seller shall  cooperate with Buyer
after the Closing by providing Buyer, within a reasonable time following Buyer's
request,  such records and other information  regarding the Assets and/or Seller
as may reasonably be requested from time to time by Buyer in connection with the
preparation  or audit of Buyer's  federal,  state and local income and other Tax
returns, and audits, disputes,  refund claims or litigation relating thereto. In
such connection,  Seller will afford Buyer's representatives,  including Buyer's
independent  tax  advisers  and  others,  access to  Seller's  books and records
relating to the Assets.

          5.5  Payment of  Liabilities.  Following  the  Closing,  Seller  shall
promptly  pay or  otherwise  satisfy all claims or  liabilities  relating to the
Assets incurred through the Closing Date, other than the Assumed Obligations and
other than claims or liabilities being disputed by Seller in good faith.

          5.6 Employment of Certain of Seller's Employees by Buyer. Schedule 5.6
lists the  employees of Seller who may be offered  employment  by Buyer from and
after the Closing  Date.  The  employees  of Seller  listed on Schedule  5.6 who
accept  Buyer's   offers  of  employment   after  Closing  are  referred  to  as
"Transferred Employees."

          5.7  Confidentiality.  It is  agreed  by Buyer  that  any  information
concerning the business or operations of Seller (other than information relating
to the  Assets  or  Assumed  Obligations)  disclosed  to Buyer  or its  counsel,
accountants, lenders or other representatives prior to or after the date of this
Agreement shall be treated as confidential  and proprietary  information,  shall
not be disclosed to any third party,  and shall be  safe-guarded  by Buyer using
the  same  degree  of  care  as it  uses  in  protecting  its  own  confidential
information,  in each case,  unless such information is or becomes  available in
the  public  domain or public  record or  knowledge  other than as a result of a
breach by Buyer of its obligations under this Section or the disclosure of which
is  required  by any  applicable  law,  rule,  regulation  or Order  or  becomes
available to Buyer on a  non-confidential  basis from a source other than Seller
or its representatives.  It is agreed by Seller that any information  concerning
the  business  or  operations  of Buyer  disclosed  to  Seller  or its  counsel,
accountants, lenders or other representatives prior to or after the date of this
Agreement shall be treated as confidential  and proprietary  information,  shall
not be disclosed to any third party and shall be safeguarded by Seller using the
same degree of care as it uses in protecting its own  confidential  information,
in each case  unless  such  information  is or becomes  available  in the public
domain  or  public  record or  knowledge  other  than as a result of a breach by
Seller of its  obligations  under  this  Section or the  disclosure  of which is
required by any applicable law, rule,  regulation or Order or becomes  available
to Seller on a  non-confidential  basis  from a source  other  than Buyer or its
representatives.  At or  immediately  after  Closing,  Buyer  and  Seller  shall
mutually  agree upon a press release for the Proposed  Transaction  (the "Public
Announcement").  It is required  that both parties not disclose the  transaction
price unless required by law.

          5.8 Accounts Receivable.

               (a) Seller's  Accounts.  Seller and Buyer  acknowledge  and agree
          that all customer  accounts  receivable  of Seller that arose prior to
          the Closing Date (including those arising from Retained  Engagements),
          and all trade accounts receivable of Seller and all rebates receivable
          from  vendors  arising  at any time  (except  the  sales  relating  to
          Inventory in Transit)(the  "Accounts Receivable") are and shall remain
          the assets of Seller.  Seller  represents  and  warrants to Buyer that
          there  are  no  Accounts   Receivable   relating  to  the  Transferred
          Engagements.  Subject  to the  rights of Buyer  contained  in the last
          sentence of this Section 5.8(a),  Seller shall have sole and exclusive
          authority  to invoice and  collect  Accounts  Receivable  and to issue
          correction  invoices and credit  memos with respect to such  accounts,
          and nothing in this Agreement  shall prevent Seller from retaining all
          rights  of  a  creditor  under  applicable  law,  including,   without
          limitation, the right to take legal action against its account debtors
          seeking to collect  amounts  owed.  Seller shall use its  commercially
          reasonable  efforts to keep Buyer reasonably  informed of any disputes
          with any customers relating to Accounts Receivable and Seller's denial
          of any customer  request for a credit or correction with respect to an
          Account Receivable.

               (b) Collection.  Buyer and Seller shall cooperate with each other
          and use commercially  reasonable efforts to maximize the collection by
          Seller of all Accounts Receivable. Buyer shall allow Seller reasonable
          access to Transferred Employees for that purpose, but Seller shall not
          disrupt the duties of Transferred Employees in so exercising its right
          of access to Transferred Employees.

               (c) Trust.  Any payment  received by one party to this  Agreement
          after the Closing Date that properly belongs to another party shall be
          held in trust for the  benefit of the party  properly  entitled to the
          payment  and shall be paid over by the  receiving  party to the proper
          party as herein provided.

               (d) Seller Payment. In the event that Buyer receives a payment on
          an Account  Receivable that is identified by Seller's  invoice number,
          or that is otherwise  accompanied by  information  identifying it as a
          payment belonging to Seller (a "Seller  Payment"),  Buyer, as the case
          may be,  shall turn such Seller  Payment  over to Seller.  Such Seller
          Payments  shall  be  turned  over to  Seller  without  representation,
          warranty or guaranty by, or recourse against, Buyer.

               (e) Buyer Payment.  Seller  acknowledges  that after the Closing,
          Buyer will  generate  accounts  receivable  from former  customers  of
          Seller, including, without limitation, customers under the Transferred
          Engagements.  In the event  that  Seller  receives  a payment  that is
          identified by Buyer's invoice number, or that is otherwise accompanied
          by  information  identifying  it as a  payment  belonging  to Buyer (a
          "Buyer Payment"),  Seller shall turn such Buyer Payment over to Buyer.
          Such  Buyer   Payments   shall  be  turned   over  to  Buyer   without
          representation, warranty or guaranty by, or recourse against, Seller.

               (f) Unidentified  Payment. In the event that either party to this
          Agreement  receives a payment  from a former  customer of Seller on or
          after the Closing Date as to which the owner is not clearly  indicated
          on  or  with  the  payment  (an  "Unidentified  Payment"),  the  party
          receiving the payment  shall,  within five (5) business days after its
          receipt,   notify  the  other  party  hereto  of  the  amount  of  the
          Unidentified Payment and the customer from which it was received,  and
          the parties shall exchange  pertinent records and otherwise  cooperate
          in good faith to determine the party to which the Unidentified Payment
          belongs.  If the  parties  are  unable  to  resolve  ownership  of the
          Unidentified  Payment from their  records,  the party who received the
          payment shall promptly  contact the customer from whom the payment was
          received to obtain  instructions  as to which  invoice(s) the customer
          intended  its  payment  to be  applied,  and the  instructions  of the
          customer shall be binding on the parties.

               (g) Transfer of Funds. Each Seller Payment and each Buyer Payment
          shall be paid over to the party to which it  belongs  within  five (5)
          business days after receipt.  Each Unidentified  Payment shall be paid
          to the party to which it belongs  within five (5) business  days after
          ownership  of the  payment is  resolved.  All  payments  belonging  to
          another  party  but not  paid  over to the  proper  party  shall  bear
          interest  from and after the next  business  day after the payment was
          due until paid at the rate of ten percent (10%) per annum.

          5.9 Name Change.  Seller agrees to change Seller's corporate name to a
name that is not similar to  Internetwork  Experts  within sixty (60) days after
the Closing Date by filing  appropriate  documents  with the Texas  Secretary of
State, copies of which will be supplied to Buyer by Seller upon filing of such.

          5.10 Occasional  Sale.  Buyer and Seller believe that the purchase and
sale of the Assets constitutes an occasional sale of the entire operating assets
of a  separate  division  of Seller  within  the  meaning  of Texas Tax Code ss.
151.304(b)(2) and Texas Administrative Code ss. 3.316(d).

          5.11 Purchase  Price  Allocation  Buyer and Seller agree that the sale
amount  other than real  property  constitutes  goodwill and that each other tax
returns will reflect that.

6.        ITEMS DELIVERED AT CLOSING

          6.1 Items Delivered at Closing.  At Closing,  the following items have
been executed and/or delivered:

               (a) Buyer's Officers' Certificate.  Buyer has delivered to Seller
          an Officers' Certificate,  dated the Closing Date, of Buyer certifying
          to the  incumbency of the  President,  Secretary and other officers of
          Buyer executing any of the Operative Documents.

               (b)  Closing  Consideration.  Buyer has  delivered  to Seller the
          Closing  payment  required by Section 2.3(a) hereof to be delivered at
          Closing.

               (c) Seller's Officers' Certificate. Seller has delivered to Buyer
          an Officers' Certificate, dated the Closing Date, of the President and
          Secretary of Seller certifying to (a) the Certificate of Incorporation
          of Seller  (as  certified  to by an  appropriate  officer of the State
          issuing same),  (b) the Bylaws of Seller,  (c) the due adoption by the
          Board of  Directors  and  stockholders  of Seller  of the  resolutions
          attached   hereto   approving  the  execution  and  delivery  of  this
          Agreement,   and  the  consummation  of  the  Transactions,   (d)  the
          incumbency of the  President,  Secretary and other  officers of Seller
          executing any of the  Operative  Documents,  and (e) a Certificate  of
          Good Standing of Seller for the State of Texas.

               (d)  Delivery of  Documents.  Seller has  delivered  to Buyer all
          documents, instruments and schedules required hereunder.

               (e) Third  Party  Consents.  Seller has  delivered  copies of all
          approvals and consents of third parties required on the part of Seller
          for  consummation of the Transaction  (the "Third Party Consents") and
          all necessary action has been taken to assign to Buyer the Transferred
          Engagement  Contracts,  the  Vendor  Contracts,  the  Equipment  Lease
          Obligations,  the  Office  Lease  Obligations  and any other  material
          agreements  between  Seller and their  suppliers,  customers and third
          parties  to  the  extent  related  to the  Transactions  in  form  and
          substance reasonably satisfactory to Buyer.

               (f)  Resale  Certificate.  Buyer  shall  deliver to Seller a duly
          executed Texas resale certificate,  reflecting Buyer's Texas sales and
          use tax permit, with respect to the Inventory in Transit

               (g) Employment  Agreements.  All Transferred Employees shall have
          executed Buyer's standard Employment Agreement.

               (h) Confidentiality  Agreements.  All Transferred Employees shall
          have executed Buyer's standard Confidentiality Agreement.



7.        CLOSING AND TERMINATION

          7.1 Closing Date. The closing for of the Transactions  contemplated by
this  Agreement  (the  "Closing")  shall take place at the  offices of  Seller's
premises on October 27, 2000 (the "Closing Date").

8.        SURVIVAL

          8.1  Survival  of  Representations  and  Warranties.   The  respective
representations  and warranties  contained in this Agreement,  and the Operative
Documents  shall survive the  consummation of the  Transactions  contemplated in
this Agreement and shall continue in full force and effect after the Closing for
a period of two (2) year from the  Closing  at which  time  they  shall  expire,
except as to claims  made in respect  thereof  in writing by either  party on or
before  the  expiration  of  such  period;   provided,   however  that  (a)  the
representations and warranties  contained in Section 3.7 shall survive until the
expiration  of  the  statutory  period  of  limitations  for  assessment  of Tax
deficiencies,  including any extensions thereof, for each taxable year of Seller
which begins  before the Closing,  and (b) the  representations  and  warranties
contained  in  Section  3.5  shall  survive  indefinitely.   The  covenants  and
agreements   hereunder   shall  not  be  affected  by  the   expiration  of  any
representation  or  warranty  pursuant  to this  Section  8.1 and shall  survive
indefinitely.

9.        INDEMNIFICATION

          The parties shall be entitled to  indemnification  as provided in this
Section  9. As used  herein,  the term  "Damages"  shall  mean all  liabilities,
demands, claims, actions or causes of action, suits, regulatory,  legislative or
judicial  proceedings or investigations,  assessments,  levies,  losses,  fines,
penalties,  awards, damages, costs and expenses,  including, without limitation,
reasonable  attorneys',  accountants',  investigators',  and  experts'  fees and
expenses,  sustained or incurred in connection with the defense or investigation
of any such claim, plus interest on any out-of-pocket losses, fines,  penalties,
awards,  damages,  costs and expenses, at the per annum rate equal to the lesser
of (i) ten percent  (10%) per annum,  and (ii) the  highest  rate  permitted  by
applicable law.

          9.1 Indemnification by Seller. Subject to the limitations contained in
Section 9.3, Seller shall indemnify and hold harmless Buyer,  its Affiliates and
its and their  respective  partners,  members,  managers,  officers,  directors,
stockholders,  agents and employees,  and their respective heirs, successors and
assigns (each a "Buyer  Indemnitee" and collectively,  the "Buyer  Indemnities")
against and from all Damages sustained or incurred by any Buyer Indemnitee, as a
result of or arising out of or by virtue of:

               (a) any breach of any  representation and warranty made by Seller
          to Buyer  herein  or in any  closing  document  delivered  to Buyer in
          connection herewith;

               (b) the  breach by Seller  or  failure  of  Seller,  directly  or
          indirectly,  including by virtue of action  taken by its  directors or
          officers  acting in their  capacity as such, to comply with any of the
          covenants or obligations of Seller under this Agreement;

               (c) any Retained Liabilities or Retained Engagements; or

               (d) the ownership, use or operation of the Assets or Seller on or
          prior to the Closing Date.

          9.2 Indemnification by Buyer Subject to the limitations contained in
Section 9.3, Buyer shall indemnify and hold harmless Seller,  its Affiliates and
its and their respective officers, directors, stockholders, agents and employees
and their respective heirs,  successors and assigns (each a "Seller  Indemnitee"
and collectively, Seller Indemnities") against and from all Damages sustained or
incurred by any Seller Indemnitee, as a result of or arising out of or by virtue
of:

               (a) any breach of any  representation  and warranty made by Buyer
          to Seller  herein or in any closing  document  delivered  to Seller in
          connection herewith;

               (b) the  breach  by  Buyer  or  failure  of  Buyer,  directly  or
          indirectly,  including by virtue of action  taken by its  directors or
          officers  acting in their  capacity as such, to comply with any of the
          covenants or obligations of Buyer under this Agreement;

               (c) any Assumed  Obligations  to the extent any such  Damage,  is
          attributed  to,  arises out of or is  related to the period  after the
          Closing Date.; or

               (d) the  ownership,  use or operation of the Assets or Buyer from
          or after the Closing Date.

          9.3  Indemnification   Thresholds  and  Limits.   Neither  the  Seller
Indemnities  nor the Buyer  Indemnities  shall be  entitled  to  indemnification
pursuant to the terms of this Section 9 until the aggregate amount of all claims
for  indemnification  by the Seller  Indemnities,  on the one hand, or the Buyer
Indemnities,  on the other hand  exceed  $25,000,  but once such  claims  exceed
$25,000, the Seller Indemnities,  on the one hand, or the Buyer Indemnities,  on
the other hand,  shall be entitled to  indemnification  for all  indemnification
claims over said amount up to a maximum of $250,000 (the "Indemnification Cap"),
which  Indemnification Cap shall be exclusive of all reasonable attorneys' fees,
court  costs  and  related  expenses  incurred  by the party  being  indemnified
hereunder. Notwithstanding the foregoing, there shall be no threshold or time or
dollar limit on claims for indemnification  pursuant to fraud or the breach by a
party hereto of its  obligations  to make payments to another party hereto.  The
parties hereto  acknowledge,  agree and confirm that the  Indemnification Cap is
intended by the parties to be the maximum  amount that may be recovered  against
any party  hereto as a result of Damages  arising out of this  Agreement  (other
than reasonable attorneys' fees, court costs and related expenses).

          9.4  Indemnification  Procedures.  In the event an  indemnified  party
seeks  or  expects  to  seek  indemnity  for  any  Damage  arising  out of or in
connection with a claim, demand, cause of action or proceeding by a third party,
the indemnifying party shall promptly notify the indemnified party in writing of
the nature of the Damages (the "Indemnification Notice"). The indemnifying party
shall have the right to assume the defense  thereof and the  indemnifying  party
shall not be liable to any  indemnified  parties for any legal expenses of other
counsel or any other expenses  subsequently incurred by such indemnified parties
in connection with the defense thereof,  except that if the  indemnifying  party
elects not to assume in writing such defense  within fifteen (15) days after the
Indemnification  Notice or counsel  for the  indemnifying  parties  advise  that
because  of  conflicts  of  interest  between  the  indemnifying  party  and the
indemnified   parties  such  counsel   cannot,   as  a  matter  of  professional
responsibility,  represent  both the  indemnified  parties  and the  identifying
parties (it being agreed by the parties that the indemnified  party shall not be
obligated  to  waive  any  conflict  of  interest  of such  counsel),  then  the
indemnified   parties  may  retain  counsel   satisfactory   to  them,  and  the
indemnifying  party shall pay all  reasonable  fees and expenses of such counsel
for the indemnified parties promptly as statements therefore are received. In no
event shall an  indemnifying  party be liable for the fees and  expenses of more
than  one  separate  law  firm  for  all  indemnified  parties.  So  long as the
indemnifying  party is  defending  in good faith such third  party  Damage,  the
indemnified  party shall not settle or compromise such third party claim without
the indemnifying party's prior written consent. The indemnified party shall make
available to the indemnifying party or its representatives all personnel records
and other materials  reasonably required by them for use in contesting any third
party  Damage  and shall  cooperate  fully  with the  indemnifying  party in the
defense of such  Damage.  In case any event shall  occur  which would  otherwise
entitle an indemnified party to assert a claim for indemnification hereunder, no
loss,  damage or expense shall be deemed to have been sustained by such party to
the extent of (1) any tax savings  realized by such party with respect  thereto,
or (2) any  proceeds  received by such party from any  insurance  policies  with
respect thereto.

10.       GENERAL PROVISIONS AND OTHER AGREEMENTS

          10.1 Notices. All notices and other communications  hereunder shall be
in writing and shall be deemed given if and when  delivered  by  certified  mail
(return  receipt  requested)  or sent by a recognized  next business day courier
(with  written  acknowledgment  of receipt by the  recipient)  to the  following
persons at the  following  addresses  (or at such other  address  for a party as
shall be specified by like notice):

               (a) If to Buyer:

                  Internetworking Sciences Corporation.
                  15960 Midway,
                  Addison, Texas  75001
                  Attn:  Mark Hilz, Chief Executive Officer

                    with a copy to:

                  Porter & Hedges, L.L.P.
                  700 Louisiana, 35th Floor
                  Houston, Texas 77002-2764
                  Attn:  Nick D. Nicholas

               (b) If to Seller:

                  Mr. Drew Spesard

                  President and Chief Executive Officer
                  Internetwork Experts, Inc.
                  5314 Arapaho Road #107
                  Dallas, Texas 75248

                    with a copy to:

                  Liddell, Sapp, Zively, Hill and LaBoon
                  2001 Ross Ave, #3000

                  Dallas, Texas 75201
                  Attn: Larry Ginsburg

          10.2 Fees and  Expenses.  Seller and Buyer shall each pay all of their
own Transaction Expenses.

          10.3 Interpretation.  The headings contained in this Agreement are for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Agreement.  Terms such as "herein,"  "hereof,"  "hereinafter" refer to this
Agreement as a whole and not to the particular  sentence or paragraph where they
appear, unless the context otherwise requires.  Terms used in the plural include
the singular, and vice versa, unless the context otherwise requires.

          10.4  Facsimile;  Counterparts.  This  Agreement  may be  executed  by
facsimile  and 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.

          10.5 Invalid Provisions. If any provision of this Agreement is held to
be illegal,  invalid or  unenforceable  under  present or future laws  effective
during the term hereof, such provision shall be fully severable.  This Agreement
shall be construed  and enforced as if such  illegal,  invalid or  unenforceable
provision had never  comprised a part hereof;  and the  remaining  provisions of
this  Agreement  shall remain in full force and effect and shall not be affected
by the illegal,  invalid or  unenforceable  provision or its severance from this
Agreement.  Furthermore,  in lieu  of such  illegal,  invalid  or  unenforceable
provision  there shall be added  automatically  as part  hereof a  provision  as
similar  in terms,  but in any event no more  restrictive  than,  such  illegal,
invalid or  unenforceable  provision as may be possible and be legal,  valid and
enforceable.

          10.6 Binding Effect. This Agreement shall be binding upon and inure to
the  benefit  of  the  parties  hereto  and  their   respective   heirs,   legal
representatives, successors and permitted assigns.

          10.7 Captions.  The captions,  headings and arrangements  used in this
Agreement  are for  convenience  only  and do not in any way  affect,  limit  or
amplify the provisions hereof.

          10.8 Attorneys' Fees. In the event that any Proceeding is commenced by
any party hereto for the purpose of enforcing any  provision of this  Agreement,
the party to such Proceeding  shall be entitled to receive as part of any award,
judgment,  decision  or  other  resolution  of such  Proceeding  its  costs  and
attorneys' fees as determined by the person or body making such award, judgment,
decision  or  resolution.  Should any claim  hereunder  be settled  short of the
commencement of any such Proceeding, the parties in such settlement may mutually
agree to include as part of the damages alleged to have been incurred reasonable
costs of attorneys or other professionals in investigation or counseling on such
claim.

          10.9  Jurisdiction and Venue. Any judicial  proceedings  brought by or
against any party on any dispute  arising  out of this  Agreement  or any matter
related  thereto  shall be  brought  in the  state or  federal  courts of Dallas
County,  Texas and, by  execution  and delivery of this  Agreement,  each of the
parties accepts for itself the exclusive jurisdiction and venue of the aforesaid
courts as trial  courts,  and  irrevocably  agrees  to be bound by any  judgment
rendered  thereby in  connection  with this  Agreement  after  exhaustion of all
appeals taken (or by the  appropriate  appellate  court if such appellate  court
renders judgment).

          10.10 Assignability. This Agreement may not be transferred,  assigned,
pledged or hypothecated by any party hereto without the prior written consent of
the other party to this Agreement.

          10.11  Entirety.   This  Agreement  and  the  documents  executed  and
delivered  pursuant  hereto,  executed  on  the  date  hereof  or in  connection
herewith,  contain the entire  agreement  among the parties  with respect to the
matters addressed herein and supersede all prior  representations,  inducements,
promises or  agreements,  oral or  otherwise,  which are not embodied  herein or
therein.

          10.12 Amendment. This Agreement and schedules hereto may be amended by
the parties hereto at any time; provided, however, that any amendment must be by
an instrument or  instruments  in writing signed and delivered on behalf of each
of the parties hereto.

          10.13  Governing Law. This Agreement  shall be governed by,  construed
and  entered  in  accordance  with the  substantive  laws of the  State of Texas
without regard to principles of choice or conflict of law.

          10.14 Settlement of Disputes.

               (a)  Mediation;  Arbitration.  For a period of  thirty  (30) days
          after any  controversy  or claim  arises  out of or  relating  to this
          Agreement,  or the breach hereof (the "Pre-Arbitration  Period"), both
          parties  shall,  as their sole and exclusive  remedy,  attempt in good
          faith to negotiate the resolution of such  controversy or claim.  Such
          negotiations  shall include  submitting  the  controversy  or claim to
          nonbinding mediation before a neutral third party.  Mediation shall be
          conducted and  administered  by the American  Arbitration  Association
          ("AAA") under its rules and the costs thereof shall be shared  equally
          by the parties to such  mediation.  If any such  controversy  or claim
          remains unresolved after the expiration of the Pre-Arbitration Period,
          then Buyer and  Seller,  as their  sole and  exclusive  remedy,  shall
          submit  such  controversy  or  claim  for  settlement  to  arbitration
          pursuant to the following procedures:

                           (i) After expiration of the  Pre-Arbitration  Period,
                  either party may, in a written  notice  delivered to the other
                  party,  demand such  arbitration.  Such notice shall designate
                  the name of the arbitrator  appointed by such party  demanding
                  arbitration,  together  with  a  statement  of the  matter  in
                  controversy;

                           (ii) Within  thirty  (30) days after  receipt of such
                  demand,  the other party shall, in a written notice  delivered
                  to the other  party,  name such  party's  arbitrator.  If such
                  party fails to name an arbitrator,  then the second arbitrator
                  shall be named by the AAA. The two arbitrators  selected shall
                  name a third arbitrator within thirty (30) days, or in lieu of
                  such agreement on a third arbitrator by the two arbitrators so
                  appointed, the third arbitrator shall be appointed by the AAA;

                           (iii) Each party shall bear its own arbitration costs
                  and expenses. The arbitration hearing shall be held in Dallas,
                  Texas  at  a  location   designated   by  a  majority  of  the
                  arbitrators. The Commercial Arbitration Rules of the AAA shall
                  be  used  and  the  substantive  laws of the  State  of  Texas
                  (excluding conflict of laws provisions) shall apply;

                           (iv)  The  arbitration  hearing  shall  be  concluded
                  within  ten  (10)  days  unless   otherwise   ordered  by  the
                  arbitrators and the award thereon shall be made within fifteen
                  (15) days after the close of submission of evidence.  An award
                  rendered by a majority of the arbitrators  appointed  pursuant
                  to this Agreement shall be final and binding on all parties to
                  the  proceeding  and  judgment on such award may be entered by
                  either party in a court of competent jurisdiction; and

                           (v) The parties stipulate that the provisions of this
                  Section 10.14 shall be a complete defense to any suit,  action
                  or proceeding instituted in any federal,  state or local court
                  of before  any  administrative  tribunal  with  respect to any
                  controversy  or dispute  arising  out of this  agreement.  The
                  arbitration  provisions  hereof  shall,  with  respect to such
                  controversy or dispute,  survive the termination or expiration
                  of this Agreement.

          Neither  any  party  hereto  nor  the  arbitrators  may  disclose  the
existence  or results of any  arbitration  hereunder  without the prior  written
consent of the other  party;  nor will any party  hereto  disclose  to any third
party any  confidential  information  disclosed by any other party hereto in the
course of any  arbitration  hereunder  without the prior written consent of such
other party.

               (b)  Emergency  Relief.   Notwithstanding   anything  in  Section
          10.14(a)  to the  contrary,  either  party  may seek  from a court any
          provisional  remedy  that may be  necessary  to protect  any rights or
          property  of such party  pending  the  establishment  of the  arbitral
          tribunal or its determination of the merits of the controversy.

                  (i)      Jurisdiction.  In connection only with the provisions
                           of this Section  10.14(b),  each party hereto  hereby
                           irrevocably submits to the exclusive  jurisdiction of
                           the United  States  District  Court for the  Northern
                           District  of Texas  and,  if such court does not have
                           jurisdiction,  of the courts of the State of Texas in
                           Dallas County, for the purposes of any action arising
                           out of this  agreement,  or the subject matter hereof
                           or  thereof,  brought by any other  party  under this
                           Section 10.14(b).

                  (ii)     Waiver  of  Defenses.  In  connection  only  with the
                           provisions  of this Section  10.14(b),  to the extent
                           permitted by applicable law, each party hereby waives
                           and  agrees not to  assert,  by way of  motion,  as a
                           defense  or  otherwise,  in any such  action  brought
                           under this Section 10.14(b), any claim (1) that it is
                           not  personally  subject to the  jurisdiction  of the
                           above-named courts, (2) that the action is brought in
                           an inconvenient forum, (3) that it is immune from any
                           legal process with respect to itself or its property,
                           (4) that the venue of the suit,  action or proceeding
                           is  improper,  or (5)  that  this  Agreement,  or the
                           subject matter  hereof,  may not be enforced in or by
                           such courts.

          10.15  Specific  Performance.  Each of the  parties  acknowledges  and
agrees that the other party would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached.  Accordingly,  notwithstanding the provision of
Section 10.14 hereof,  each of the parties  agrees that the other party shall be
entitled to enforce  specifically  this  Agreement and the terms and  provisions
hereof.

                             Signature Page Follows


<PAGE>


          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be executed by their duly authorized officers.

                                            SELLER:

                                     INTERNETWORK EXPERTS, INC.

                                     By:____________________________________

                                        Drew Spesard
                                        President

                                     BUYER:

                                     INTERNETWORKING SCIENCES CORPORATION

                                     By:____________________________________

                                        Mark T. Hilz
                                        President and Chief Executive Officer


<PAGE>


                          Board of Directors Resolution

                                October 26, 2000

The Board of Directors for Internet Experts,  Inc., a Texas corporation,  hereby
authorizes the delivery of Assets as defined in the "Asset  Purchase  Agreement"
to  Internetworking  Sciences Corp., a Delaware  corporation,  to be executed on
October 27, 2000.



X        ____________________________  Date:  _____________
         Gregory W. Cernosek
         Secretary

X        ____________________________  Date:  _____________
         L. Andrew Spesard
         Chairman


<PAGE>


                             Secretary's Certificate

          The  undersigned,   Patricia  L.  Winstead,  being  duly  elected  and
qualified  secretary of Internet Sciences  Corporation,  a Delaware  corporation
(the  "Company"),  hereby  certifies  pursuant to Section 6.1(a) of that certain
Asset Purchase Agreement dated October 27, 2000 ("the Agreement"), among Company
and  Internetwork  Experts,  inc.  (Capitalized  terms  used  herein are used as
defined in the Agreement).

          The following  individuals are the duly elected,  qualified and acting
          officers of the Company and hold the office set forth  opposite  their
          respective  names as of the date hereof,  and the signatures set forth
          opposite their  respective names and titles of said officers are their
          true and authentic signatures.

          Name                     Title                     Specimen Signature

          Mark T. Hilz             Chief Executive Officer

          Patricia L. Winstead     Secretary


         -----------------------------------------------------------------

          IN WITNESS HEREOF, the undersigned has executed this Certificate as of
October 27, 2000.

                                                        -----------------------
                                                        Patricia L. Winstead
                                                        Secretary

          I, Mark T. Hilz, the Chief Executive Officer of the Company, do hereby
certify that  Patricia L.  Winstead is the truly  elected,  qualified and acting
Secretary of the Company and that her  signature set forth above is her true and
authentic signature.

                                                        -----------------------
                                                        Mark T. Hilz
                                                        Chief Executive Officer


<PAGE>


                             SECRETARY'S CERTIFICATE

The undersigned, Gregory W. Cernosek, being duly elected and qualified Secretary
of  Interwork  Experts,  Inc.,  a  Texas  corporation  (the  "Company"),  hereby
certifies  pursuant to Section 6.1(d) of that certain Asset  Purchase  Agreement
dated  October 27, 2000 ("the  Agreement"),  among  Company and  Internetworking
Science  Corp.  (Capitalized  terms  used  herein  are  used as  defined  in the
Agreement).

          The following  individuals are the duly elected,  qualified and acting
          officers of the Company and hold the office set forth  opposite  their
          respective  names as of the date hereof,  and the signatures set forth
          opposite their  respective names and titles of said officers are their
          true and authentic signatures.

          Name                   Title                       Specimen Signature

          L. Andrew Spesard      Chief Executive Officer

          Gregory W. Cernosek    Secretary


         -----------------------------------------------------------------
IN WITNESS HEREOF,  the undersigned has executed this  Certificate as of October
27, 2000.

                                                        -----------------------
                                                        Gregory W. Cernosek
                                                        Secretary

         I, L. Andrew Spesard,  the Chief Executive  Officer of the Company,  do
hereby  certify that Gregory W.  Cernosek is the truly  elected,  qualified  and
acting  Secretary of the Company and that her  signature  set forth above is her
true and authentic signature.

                                                        -----------------------
                                                        L. Andrew Spesard
                                                        Chief Executive Officer


<PAGE>


                                Schedule 2.1 (a)

                              INVENTORY IN TRANSIT

The Seller claims the following Inventory in Transit:

NONE


<PAGE>


                                Schedule 2.1 (d)

                                VENDOR CONTRACTS

The Seller has identified the following list of Vendor Contracts:

Cisco Systems Professional Services Subcontract


<PAGE>


                                Schedule 2.2 (a)

                              RETAINED ENGAGEMENTS

The Seller has identified the following transferred engagements:

Verizon Communications              Tampa, FL


<PAGE>


                                Schedule 2.2 (f)

                                  REAL PROPERTY

The Seller claims the following real Property to be sold to buyer:

NONE


<PAGE>


                               Schedule 2.4 (a) iv

                           Equipment Lease Obligations

The Seller has  identified  the  following  Equipment  Lease  Obligations  to be
transferred:

Description                              Leasing Company      Monthly Obligation

Dell Inspiron 7000 Notebook Computers
   (Qty 4; lease date 10/1999)           Dell Financial Services   $594.88
Dell Inspiron 7500 Notebook Computers
   (Qty 1; lease date 3/2000)            Dell Financial Services   $163.23
Dell Inspiron 7500 Notebook Computers
   (Qty 3; lease date 6/2000)            Dell Financial Services   $464.28



<PAGE>



                               Schedule 2.4 (a) v

                            Office Lease Obligations

The  Seller  has  identified  the  following  Office  Lease  Obligations  to  be
transferred:

Description
Kensington Executive Suites, #107, 5314 Arapaho Rd, Dallas, TX

Months Remaining          Monthly Obligation
        4                      $768.25

* Any/all refunded lease deposits shall return to Seller.


<PAGE>




                                  Schedule 2.8

                              Warranty Obligations

The Seller has identified the following  Warranty  Obligations to be transferred
to Buyer:

NONE


<PAGE>


                                  Schedule 3.3

                             Consents and Approvals

The Seller has identified  the following  Consents and Approvals to complete the
Asset Purchase:

NONE


<PAGE>


                                  Schedule 3.5

                                      LIENS

The Seller has identified the following  Leins  associated  with any transferred
assets:

NONE


<PAGE>


                                  Schedule 3.6

                          INVESTIGATION AND LITIGATION

The Seller has identified the following pending Investigation and Litigation:

NONE


<PAGE>


                                  Schedule 3.10

                                    CONTRACTS

The Seller  has  identified  the  following  Vendor  Contracts  and  Transferred
Engagement Contracts (and attached copies of):


<PAGE>


                                Schedule 2.1 (C)

                             TRANSFERRED ENGAGEMENTS

The Seller has identified the following Transferred Engagements:

Anadarko (Union Pacific Resources)                      Ft. Worth (Houston) TX
Fujitsu BCS                                                   Dallas TX
IBM Global Services                                           Austin TX
Metropolitan Regional Information Services              Rockville MD
NextJet                                                 Dallas TX
SBC                                                     Austin TX / Dallas TX
Avaya Communications
DFW Airport thru able Communications


<PAGE>


SCHEDULE 5.6

                              Transferred Employees

1.        Greg Cernosek
2.        Teddy Bosey.
3.        Kenny Blankenship.
4.        Ben Ball
5.        Mike Schultz
6.        Troy Workman
7.        Stephanie Barnes
8.        Traci Chrisman


<PAGE>


                                Schedule 2.1 (b)

                                  Customer List

The Seller has identified the following Customer List:

ABC RADIO NETWORKS                                      DALLAS, TX
ABLE COMMUNICATIONS                                     ARLINGTON, TX
ACCOR                                                   DALLAS, TX
ADVANCE PARADIGM                                        DALLAS, TX
ALLEGIANCE TELECOM                                      DALLAS, TX
ANADARKO (UNION PACIFIC RESOURCES)                      FT. WORTH (HOUSTON) TX
AUSTIN COMMERCIAL                                       DALLAS, TX
AVAYA COMMUNICATIONS                                    DALLAS, TX
CANTONI FURNITURE                                       DALLAS, TX
CAPROCK COMMUNICATION                                   DALLAS, TX
CCS                                                     DALLAS, TX
CHILLECOTHE MUNICIPLE UTILITIES (MO)                    Chillocothe, mo
CHOICE SOLUTIONS, INC.                                  COLLEYVILLE, TX
COMACHE CTY TEL.                                        FT. WORTH TX
COMPUTER TECH                                           DALLAS, TX
CONVERGENT COMMUNICATIONS                               DALLAS, TX
DALLAS MORNING NEWS                                     DALLAS, TX
DCS INFO SERVICE                                        DALLAS, TX
DFW AIRPORT                                             FT. WORTH, TX
EAST TEXAS MEDICAL CENTER (via SBC)                     TYLER, TX
EBBY HALLIDAY                                           DALLAS, TX
ENCENTRIS CORP.                                         DALLAS, TX
ENVIROSAFE, PHEONIX, AZ                                 PHEONIX, AZ
FIRST SAVINGS BANK                                      ARLINGTON, TX
FRITO LAY                                               PLANO, TX
FUJITSU BCS                                             DALLAS, TX
GLOBAL COMPUTER CORP                                    DALLAS, TX
GTE                                                     IRVING, TX / TAMPA, FL
HENSEL PHELPS                                           DALLAS, TX
HOMESTORE.COM, LOS ANGELES, CA                          LOS ANGELES, CA
HRC (HUMAN RESOURCES CORP)                              DALLAS, TX
IBM GLOBAL SERVICES                                     AUSTIN, TX
INSIGHT ASSOCIATES                                      DALLAS, TX
INTELINET SYSTEMS                                       DALLAS, TX
IT GLOBAL SOLUTIONS                                     TULSA, OK
JC PENNEY                                               DALLAS, TX
JEFFERSON PROPERTIES, INC.                              DALLAS, TX
BAYLOR MEDICAL                                          DALLAS, TX
JPI (JEFFERSON PROPERTIES, INC)                         IRVING, TX
LANCASTER ISD                                           LANCASTER, TX
LEARN KEY                                               ST. GEORGE, UT
LINBECK CONSTRUCTION                                    HOUSTON, TX
LINCOLN                                                 DALLAS, TX
MAILBOX, INC.                                           DALLAS, TX
MATRIX TELECOM                                          BEDFORD, TX
METROPOLITAN REGIONAL INFORMATION SERVICES              ROCKVILLE, ND
MULTINET SOLUTIONS                                      SAN ANTONIO, TX
<PAGE>

Schedule 2.1 (b)  CONTINUED

NEXTJET                                                 DALLAS, TX
NIS (NETWORK INTEGRATION SERVICES)                      DALLAS, TX
NORTEL                                                  RICHARDSON, TX
ORIGIN TECH BUSINESS                                    ARLINGTON, TX
ORION                                                   PLANO, TX
PENSON FINANCIAL SERVICES                               DALLAS, TX
PRO-LINK TECH                                           DALLAS, TX
PROSERVE                                                IRVING, TX
PSI TECHNOLOGIES                                        AUSTIN, TX
RADIOLOGIX                                              DALLAS, TX
REXEL CCW (CABLE CONNECTION WAREHOUSE)                  DALLAS, TX
SABINE GROUP                                            PLANO, TX
SAMMONS DISTRIBUTION                                    DALLAS, TX
SBC                                                     AUSTIN, TX (DALLAS, TX)
SERVICE911.COM                                          DALLAS, TX
SPECTRAPOINT WIRELESS                                   RICHARDSON, TX
STICKNETWORKS.COM                                       DALLAS, TX
SUMMIT BANK                                             FT. WORTH, TX
TELECOM TECHNOLOGIES INC. (TTI)                         RICHARDSON, TX
THE CONTAINER STORE                                     DALLAS, TX
USAA                                                    SAN ANTONIO, TX
VA MEDICAL CENTER                                       HOUSTON, TX
VERIZON COMMUNICATIONS                                  IRVING, TX (TAMPA, FL)
VHB TECHNOLOGIES                                        DALLAS, TX
VIRTUALLINC                                             DALLAS, TX



<PAGE>


                            ARTICLES OF INCORPORATION

1.       Name of Corporation:    Internetwork Experts, Inc.
2.       Period of Duration:     Perpetual
3.       Lawful Purpose:         to engage an any or all lawful business for
                                 which Corporations may be incorporated under
                                 the Texas Business Corporation Act.

4.       Number of shares that the corporation is authorized to issue:
                                 Ten Million (10,000,000) no par value

5.       "The  corporation  will  not  commence  until it has  received  for the
         issuance of its shares consideration of the value of a stated sum which
         be at least one  thousand  dollars  ($1,000.00),  consisting  of money,
         labor done, or property actually received."

6.       Name of the registered agent:  Lee A. Spesard
         Address of registered office:  18240 Midway Rd. #1701, Dallas, TX 75287

7.       Number of Directors:           two (2)
         Lee Andrew Spesard, 18240 Midway Rd. #1701, Dallas, TX  75287
         Charles Ragan, 2513 Buck Drive, Mesquite, TX  75181

8.       Name (s) and Address (es) of incorporator (s):
         Lee Andrew Spesard, 18240 Midway Rd. #1701, Dallas, TX  75287

         Charles Ragan, 2513 Buck Drive, Mesquite, TX  75181



<PAGE>

                               THE STATE OF TEXAS

                               SECRETARY OF STATE

APRIL. 7, 1997

     DREW SPESARD
     18240 MIDWAY RD. #1701
     DALLAS, TX  75287


     RE:
     INTERNET EXPERTS, INC.
     CHARTER NUMBER:  01440622-00

     IT HAS BEEN OUR  PLEASURE  TO APPROVE  AND PLACE ON RECORD THE  ARTICLES OF
INCORPORATION THAT CREATED YOUR CORPORATION.

     AS  A  CORPORATION,   YOU  ARE  SUBJECT  TO  STATE  LAWS.  SOME  NON-PROFIT
     CORPORATIONS ARE EXEMPT FROM THE PAYMENT OF FRANCHISE TAXES AND MAY ALSO BE
     EXEMPT  FROM THE  PAYMENT OF SALES AND USE TAX ON THE  PURCHASE  OF TAXABLE
     ITEMS.  IF YOU FEEL THAT UNDER THE LAW YOUR  CORPORATION  IS ENTITLED TO BE
     EXEMPT  YOU MUST  APPLY  TO THE  COMPTROLLER  OF  PUBLIC  ACCOUNTS  FOR THE
     EXEMPTION.  THE SECRETARY OF STATE CANNOT MAKE SUCH  DETERMINATION FOR YOUR
     CORPORATION.

     IF WE CAN BE OF FURTHER SERVICE AT ANY TIME, PLEASE LET US KNOW.

                                    VERY TRULY YOURS,


                                    ---------------------------
                                    Antonio O. Garza, Jr., Secretary of State


<PAGE>


                      Texas Comptroller of Public Accounts

            CAROLE KEETON RYLANDER . COMPTROLLER. AUSTIN, TEXAS 78774

                                OCTOBER 27, 2000

Internetwork Experts Inc,.
18325 Dallas Parkway  #136
Dallas, TX  75287-8209


CERTIFICATE OF ACCOUNT STATUS

THE STATE OF TEXAS
COUNTY OF TRAVIS

I, Carole Keeton Rylander, Comptroller of Public Accounts of the State of Texas,
DO HEREBY CERTIFY that according to the records of this office

                              INTERNETWORK EXPERTS

IS, AS OF THIS DATE,  IN GOOD  STANDING WITH THIS OFFICE HAVING NO FRANCHISE TAX
REPORTS OR PAYMENTS DUE AT THIS TIME. This certificate is valid through the date
that the next franchise tax report will be due, May 15, 2001.

This certificate is valid for purpose of conversion when the converted entity is
subject to franchise tax as required by law. This  certificate  is not valid for
the purpose of dissolution, merger, or withdrawal.

GIVEN  UNDR MY HAND AND SEAL OF OFFICE in the City of  Austin,  this 27th day of
October, 2000 A.D.

CAROLE KEETON RYLANDER
Comptroller of Public Accounts

Taxpayer number:  1-75-2699813-7
File number:               01440622-00


<PAGE>


                     CONSULTING AND NONCOMPETITION AGREEMENT

         THIS  CONSULTING AND  NONCOMPETITION  AGREEMENT  (this  "Agreement") is
entered  into  effective  as of the ___th day of October,  2000,  by and between
INTERNETWORKING SCIENCES CORPORATION, a Delaware Corporation,  ("Company"),  and
DREW SPESARD, an individual ("Consultant").

                              W I T N E S S E T H:
                               - - - - - - - - - -

          WHEREAS,   certain  of  the  assets  of  Internetwork   Experts,  Inc.
("Seller"),  a company in which  Consultant  is a significant  stockholder,  are
being sold and  conveyed to Company  pursuant  to that  certain  Asset  Purchase
Agreement  dated the date  hereof by and among  Company  and Seller  (the "Asset
Purchase Agreement"); and

          WHEREAS, Consultant will benefit from such above-described transaction
between Company and Seller; and

          WHEREAS,  as a  condition  to the  consummation  of  the  transactions
contemplated  under the Asset Purchase  Agreement,  Consultant has agreed not to
compete with Company and to provide  certain  consulting  services to Company as
set forth below;

          NOW THEREFORE,  in consideration of the premises, the mutual covenants
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency  of which are  hereby  acknowledged,  it is  agreed  by and  between
Company and Consultant as follows:

                                    ARTICLE I

                         NONCOMPETITION; CONFIDENTIALITY

          1.1   Noncompetition.   In  order  to  protect  the  Company  and  its
investments and in  consideration  of Company's  agreement to acquire the Assets
(as defined in the Asset Purchase Agreement),  Consultant hereby agrees that for
a period of two (2) years after the date of this Agreement, Consultant shall not
directly  or  indirectly,  for  itself  or  as a  partner,  officer,  principal,
director, stockholder, holder of any equity security, employee, employer, agent,
consultant or in any other individual or representative capacity whatsoever:

(a)            Contact,  solicit, attempt to solicit,  interfere with, divert or
               take away any of the  customers  set out on the Customer List (as
               such  term  is  defined  in  the  Asset  Purchase  Agreement)  in
               connection   with  any   business   similar  to  the   Prohibited
               Activities,  nor  interfere or compete with Company in connection
               with such customers; or

(b)            Induce or  attempt  to induce  any  employee  of  Company  or its
               Affiliates to leave the employ of Company or its  Affiliates,  or
               in any way interfere with the relationship between Company or its
               Affiliates and any employee,  vendor,  supplier or other business
               relation of Company.  For the  purposes of this  Section 1.1, the
               term  "Affiliates"  shall mean I-Sector  Corporation,  the parent
               organization  of  Company  or any other  wholly-owned  subsidiary
               companies  owned  by  I-Sector   Corporation  or  any  subsidiary
               companies owned by Company.

(c)            Offer  employment   directly  or  indirectly  to  anyone  of  the
               transferred employees listed below for a period of 18 months.

               1.       Greg Cernosek
               2.       Teddy Bosey.
               3.       Kenny Blankenship.
               4.       Ben Ball
               5.       Mike Schultz
               6.       Troy Workman
               7.       Stephanie Barnes
               8.       Traci Chrisman


          1.2  Remedies.  Consultant  agrees that in the event of breach of this
Article I,  Company  would be  irreparably  injured  and be without an  adequate
remedy at law. Therefore,  in the event of such a breach, or attempted breach of
any of the provisions hereof,  Company shall be entitled to enforce, in addition
to any other remedies  which are made available to it at law or in equity,  to a
temporary and/or permanent  injunction and a decree for the specific performance
of the terms of this Article I.

          1.3 Invalid Provisions.  To the extent permitted by applicable law, if
any provision of this Article I is held to be illegal,  invalid or unenforceable
under  present  or future  laws  effective  during  the Term  hereof,  then such
provision shall be fully severable.  However,  this Agreement shall be construed
and enforced as if such illegal,  invalid or  unenforceable  provision had never
comprised a part hereof;  and the  remaining  provisions  hereof shall remain in
full force and  effect and shall not be  affected  by such  illegal,  invalid or
unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu of such  illegal,  invalid or  unenforceable  provision  an  arbitor  shall
construct a new provision that shall be added  automatically  as a part hereof a
provision,  as similar in the terms to such  illegal,  invalid or  unenforceable
provision as is legal, valid and enforceable at such time.

          This  Agreement  shall be deemed to  consist  of a series of  separate
covenants.   Consultant  expressly  agrees  that  the  character,  duration  and
geographical   scope  of  this  Article  I  are   reasonable  in  light  of  the
circumstances  as they  exist on the date upon  which  this  Agreement  has been
executed.  However,  should a  determination  nonetheless  be made by a court of
competent  jurisdiction  at a  later  date  that  the  character,  duration  and
geographical   scope  of  this  Agreement  is   unreasonable  in  light  of  the
circumstances as they then exist,  then it is the intention and the agreement of
both Company and Consultant  that this Agreement shall be construed by the court
in such a  manner  as to  impose  only  those  restrictions  on the  conduct  of
Consultant which are necessary to assure Company of the intended benefit of this
Article I. If, in any judicial  proceeding,  a court shall refuse to enforce all
of the separate  covenants deemed included  herein,  because taken together they
are more extensive  than necessary to assure Company of the intended  benefit of
this Agreement, it is expressly understood and agreed between the parties hereto
that those of such covenants  which,  if eliminated,  would permit the remaining
separate  covenants to be enforced in such proceeding  shall, for the purpose of
such  proceeding,  be  deemed  eliminated  from the  provisions  hereof  in such
jurisdiction.

ARTICLE II

CONSULTING SERVICES


          1.1 Consulting.  Consultant agrees to use commercially reasonable best
efforts to provide  consulting  services as  reasonably  requested by Company to
assist  with  the  transition  of the  customers  on the  Customer  List and the
integration  of  the  Transferred   Employees  within  Company,   provide  other
information  as may be needed by  Company  from time to time  during the term of
this  agreement to  facilitate a smooth  transition of the business of Seller to
Company,  and such other matters as Company may reasonably  request.  Consultant
shall  not be  required  to  devote  more  than 20 hours to the  performance  of
Services hereunder during the term of this agreement.

          1.2  Term.  The term of this  Agreement  shall be from the date of the
Closing (as defined in the Asset Purchase  Agreement) (the "Effective Date") for
a period of 150 days thereafter (the "Term").

          1.3 Manner of Performance.  During the Term,  Consultant shall perform
the Services requested of him to the best of his ability to advance the business
and welfare of Company. Consultant will abide by all laws, rules and regulations
that apply to the performance of the Services and Company shall not request that
Consultant  provide any  Services  that would  violate  any such laws,  rules or
regulations.

          1.4 Independent Contractor. The parties agree that Consultant is an
independent  contractor and that Consultant  shall not be considered  under this
Agreement or otherwise to be an employee or agent of Company.  Consultant  shall
be legally responsible for his own taxes. Consultant shall not have the power to
legally  bind  Company and is not granted  and shall not  exercise  the right or
authority  to assume or create  any  obligation  or  responsibility,  including,
without limitation,  contractual obligations,  on behalf of Company. If and when
Company requests in writing, Consultant agrees to provide Company with necessary
documentation to support  Consultant's  independent  contractor status under all
applicable laws.

ARTICLE III

COMPENSATION

          3.1  Performance  Cash Payment.  Company shall pay Consultant a single
cash payment (the  "Performance Cash Payment") that will vary depending upon the
amount of  professional  services  revenue  (and  excluding  any  product  sales
revenues)  generated  by  Company  during  the 150 days  following  the  Closing
Date(the  "Gross  Revenue  Period") to the  specific  group of  customers on the
Customer List attached  hereto as schedule  3.2. This  Performance  Cash Payment
will be  payable  within  five (5)  days  after a final  determination  of Gross
Service Revenue as set forth in Section 3.5. This  Performance Cash Payment will
vary in accordance with the amount of Gross Service  Revenue.  The amount of the
Gross Service Revenue Payment shall be zero (0) if Gross Service Revenue is less
than $350,000.00;  or $30,000.00 if Gross Service Revenue is between $350,000.00
and $474,999.99;  or $38,500.00 if Gross Service Revenue is between  $475,000.00
and $599,999.99;  or $47,000.00 if Gross Service Revenue is between  $600,000.00
and $699,999.99;  or $55,000.00 if Gross Service Revenue is between  $700,000.00
and $799,999.00;  or $72,000.00 if Gross Service Revenue is between  $800,000.00
and  $999,999.99;  or  $89,000.00  plus one percent  (1%) of the amount of Gross
Service  Revenue  above  $1,000,000.00  if Gross  Service  Revenue  is more than
$1,000,000.00

          3.2 Stock Options. Within 30 days following the determination of Gross
Service  Revenue  during the Gross  Revenue  Period as set forth in Section  3.3
below,  Company will issue a stock option contract to Consultant.  The number of
shares  contained in such stock option  contract  shall vary  depending upon the
amount of Gross  Service  Revenue.  The number of shares shall be 7,500 if Gross
Service Revenue is less than $350,000.00;  or 12,500 if Gross Service Revenue is
between  $350,000.00  and  $474,999.99;  or 25,000 if Gross  Service  Revenue is
between  $475,000.00  and  $599,999.99;  or 30,000 if Gross  Service  Revenue is
between  $600,000.00 and  $699,999.99;  or 37,500.00 if Gross Service Revenue is
between $700,000.00 and $799,999.00; or 50,000 if Gross Service Revenue is equal
to or greater than $800,000.00.

          3.3  Determination of Gross Service  Revenue.  Within thirty (30) days
after the Gross Service  Revenue  Period,  Company shall deliver to Consultant a
written  statement (the "Gross  Service  Revenue  Statement")  setting forth the
amount of total services revenues generated from the specific customers shown on
Schedule  2.1(b)  during the Gross  Service  Revenue  Period,  and excluding any
product sales revenues (the "Gross Service Revenue").  The Gross Service Revenue
Statement  shall be  certified  by an officer of Company to the effect that such
statement reflects the total Gross Service Revenue for the Gross Service Revenue
Period  and that such Gross  Service  Revenue  was  determined  consistent  with
generally  accepted  accounting  practices  and with  Company's  normal  revenue
recognition  policies.  Within  five (5) days  after  its  receipt  of the Gross
Service  Revenue  Statement,  Consultant  shall  deliver  to  Company  a written
acceptance of the Gross Service  Revenue  reflected  thereon or a written notice
that  Consultant  desires to review  Company's  books and records related to the
Gross Service Revenue Period.  Consultant  shall complete any such review within
thirty (30) days after its receipt of the Gross Service  Revenue  Statement.  To
the  extent  that any such  review  indicates  that the  Gross  Service  Revenue
reflected on the Gross  Service  Revenue  Statement  was  inaccurate,  the Gross
Service  Revenue  and the  Gross  Service  Revenue  Payment  shall  be  adjusted
accordingly.  If  Company  and  Consultant  are unable to  resolve  any  dispute
concerning  the Gross  Service  Revenue  for the Gross  Service  Revenue  Period
through the procedure outlined above, such unresolved dispute shall be submitted
for further  determination to a nationally or regionally  recognized  accounting
firm to be mutually selected by Company and Consultant, and the determination by
such  accounting  firm  shall be made  within  thirty  (30) days  following  the
submission  to them of such  dispute and shall be binding  upon  Consultant  and
Company.  Consultant and Company shall each bear fifty percent (50%) of the fees
and expenses of such accounting firm resolving such dispute.

ARTICLE IV

MISCELLANEOUS

          4.1 Entire Agreement. This Agreement, the Asset Purchase Agreement and
other  contemporaneously  executed  documents  supersede  all  prior  agreements
between the parties  (written or oral) with respect to the subject matter hereof
and is  intended  as a complete  and  exclusive  statement  of the terms of this
agreement  between the parties hereto with respect to the subject matter hereof.
This Agreement may be amended only by a written  instrument duly executed by the
parties hereto.

          4.2 Notices. Any notice, demand, offer, exercise of an option or other
written  instrument  required or permitted to be given,  made, or sent hereunder
shall be in writing, signed by the party giving or making the same, and shall be
sent in the manner prescribed in the Asset Purchase Agreement.

          4.3 Governing Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH  THE LAWS OF THE  STATE OF  TEXAS,  WITHOUT  REGARD  TO ITS
PRINCIPLES OF CONFLICTS OF LAWS.

          4.4  Jurisdiction and Venue.  Any judicial  proceedings  brought by or
against any party on any dispute  arising  out of this  Agreement  or any matter
related  thereto  shall be  brought  in the  state or  federal  courts of Dallas
County,  Texas,  and, by execution and delivery of this  Agreement,  each of the
parties accepts for itself the exclusive jurisdiction and venue of the aforesaid
courts as trial  courts,  and  irrevocably  agrees  to be bound by any  judgment
rendered  thereby in  connection  with this  Agreement  after  exhaustion of all
appeals taken (or by the  appropriate  appellate  court if such appellate  court
renders judgment).

          4.5  Headings.  The  headings  contained  in  this  Agreement  are for
reference purposes only and shall not affect in any way

the meaning or interpretation of this Agreement.

          4.6 Assignability.  This Agreement may not be assigned by either party
except with the prior written consent of the other party.

          4.7 Invalid Provisions. If any provision hereof is held to be illegal,
invalid  or  unenforceable,  such  provisions  shall be  modified  to the extent
necessary to render such provision enforceable and, if necessary, shall be fully
severable;  this  Agreement  shall be construed and enforced as if such illegal,
invalid or  unenforceable  provision  was so modified as of the date hereof,  or
never comprised a part hereof, as the case may be; and the remaining  provisions
hereof  shall  remain in full force and effect and shall not be  affected by the
illegal, invalid or unenforceable provision.

          4.8  Counterparts;  Facsimiles.  This Agreement may be executed by the
parties hereto in counterparts. Facsimile signatures shall be valid.

          4.9 Attorneys'  Fees. The prevailing  party in any dispute arising out
of this Agreement shall be entitled to recover the costs and expenses, including
reasonable attorneys' fees, incurred by such party in enforcing this Agreement.

          4.10 Defined Terms. Capitalized terms used herein that are not defined
herein shall have the meaning set forth in the Asset  Purchase  Agreement  dated
the date hereof by and among Company and Seller.



                             Signature Page Follows


<PAGE>


          IN WITNESS  WHEREOF,  the  undersigned  have executed  this  Agreement
effective as of the date first written above.

                                            COMPANY:

                                            INTERNETWORKING SCIENCES CORPORATION



                                            By:_________________________________
                                                     Mark T. Hilz,
                                                     Chief Executive Officer



                                            CONSULTANT:

                                            By:_________________________________

                                                     Drew Spesard,
                                                     Individual