EXHIBIT 2.1

                                                                  EXECUTION COPY

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

                            ASSET PURCHASE AGREEMENT

                                      among

                              DFI ACQUISITION CORP.

                                       and

                          MDS CONSULTING SERVICES, INC.

                                       and

                                 MARK D. SOLOMON


                            Dated: February 18, 2000

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

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                                TABLE OF CONTENTS
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      AGREEMENT...................................................................................................1

   SUMMARY OF TRANSACTION.........................................................................................1

   ARTICLE I......................................................................................................1

   SALE OF ASSETS AND TERMS OF PAYMENT............................................................................1

      1.01     Assets Being Sold .................................................................................1

               (a)  Real Property Lease...........................................................................1
               (b)  Furniture and Equipment.......................................................................1
               (c)  Inventories...................................................................................1
               (d)  Contracts and Commitments.....................................................................1
               (e)  Books and Records.............................................................................2
               (f)  Governmental Licenses, Permits and Authorizations.............................................2
               (g)  Deposits, Credits and Prepaid Expenses........................................................2
               (h)  Proprietary Rights............................................................................2
               (i)  Intangible Assets.............................................................................2
               (j)  Other Assets..................................................................................2

      1.02     Retained Assets....................................................................................2

      1.03     Assumed Liabilities; Retained Liabilities..........................................................2

      1.04     Purchase Price.....................................................................................3

      1.05     Earn-Out Payments..................................................................................3

      1.06     Allocation of the Purchase Price...................................................................3

      1.07     Absolute Sale......................................................................................3

      1.08     Other Contracts....................................................................................4

      1.09     Bulk Sales Laws....................................................................................4

      1.10     Proration of Certain Items.........................................................................4

   ARTICLE II - RELATED AGREEMENTS................................................................................5

      2.01     Employment Agreement...............................................................................5

      2.02     Intenionally Omitted................................................................................

      2.03     Bill of Sale.......................................................................................5

      2.04     Assignment and Assumption Agreement................................................................5

      2.05     Real Property Lease Assignment.....................................................................5
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   ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDER EXECUTIVE...........................5

      3.01     Organization and Good Standing; No Investments.....................................................5

      3.02     Authorization; Compliance with Other Instruments and Law...........................................6

      3.02A    Authority of Executive Shareholder.................................................................7

      3.03     Financial Statements...............................................................................7

      3.04     Operation of the Business in the Ordinary Course...................................................8

      3.05     Tax Matters.......................................................................................10

      3.06     Material Contracts and Commitments................................................................10

      3.07     Licenses, Permits and Authorizations..............................................................11

      3.08     Title to Purchased Assets.........................................................................11

      3.09     Proprietary Rights................................................................................12

      3.10     Employee Benefit Plans; Labor Matters.............................................................12

      3.11     Litigation and Other Claims.......................................................................14

      3.12     No Material Adverse Change........................................................................14

      3.13     Sufficiency of the Purchased Assets...............................................................14

      3.14     Compliance with Laws..............................................................................14

      3.15     Real Property Lease...............................................................................15

      3.16     Condition of Purchased Assets.....................................................................15

      3.17     Environmental Matters.............................................................................15

      3.18     Computer and Other Systems........................................................................17

      3.19     Insurance.........................................................................................17

      3.20     Full Disclosure...................................................................................17

      3.21     Corporate Name....................................................................................18

      3.22     Guarantees........................................................................................18

      3.23     Compensation of Employees.........................................................................18

      3.24     Employee Relations................................................................................18

      3.25.    Labor Agreements..................................................................................18

   ARTICLE IV - REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER...............................................18

      4.01     Organization and Good Standing....................................................................19

      4.02     Due Authorization.................................................................................19

   ARTICLE V - THE CLOSING.......................................................................................19

      5.01     Time and Place of Closing.........................................................................19
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      5.02     Instruments of Transfer, Etc......................................................................19

               (a)  Seller.......................................................................................19
               (b)  Buyer........................................................................................20
               (c)  Stockholder Executive........................................................................20

   ARTICLE VI - EMPLOYEES........................................................................................21

      6.01     Employment with Buyer.............................................................................21

      6.02     Third Parties.....................................................................................21

   ARTICLE VII  - WORKERS COMPENSATION, PRODUCT  LIABILITY RESPONSIBILITY........................................21

      7.01     Responsibility for Prior Claims...................................................................21

   ARTICLE VIII - POST CLOSING COVENANTS.........................................................................22

      8.01     Expenses..........................................................................................22

      8.02     Further Assurances................................................................................22

      8.03     Commissions and Fees..............................................................................22

      8.04     Sales, Transfer and Use Taxes.....................................................................22

      8.05     Nondisclosure.....................................................................................22

      8.06     Indemnification...................................................................................23

               (a)  By Seller and Stockholder Executive..........................................................23
               (b)  By Buyer.....................................................................................24
               (c)  Survival.....................................................................................24
               (d)  Set-Off......................................................................................24

      8.07     Defense of Claims.................................................................................24

      8.08     Access to Records.................................................................................26

      8.09     Accounts Receivable...............................................................................26

      8.10     Noncompetition Covenant of Stockholder Executive..................................................26

      8.11     Cessation of Business of Seller...................................................................26

      8.12    Press Releases and Public Announcements............................................................26

   ARTICLE IX - MISCELLANEOUS....................................................................................26

      9.01     Binding Effect....................................................................................27

      9.02     No Assignment.....................................................................................27

      9.03     Counterparts......................................................................................27

      9.04     Governing Law.....................................................................................28

      9.05     Arbitration.......................................................................................28

      9.06     Survival..........................................................................................28
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      9.07     Notices...........................................................................................28

               (a)  To Buyer.....................................................................................29
               (b) To Seller and the Stockholder Executive.......................................................29

      9.08     Amendment and Modification........................................................................29

      9.09     Waiver of Compliance..............................................................................29

      9.10     Interpretation....................................................................................29

      9.11     Entire Agreement..................................................................................30

      9.12     Severability......................................................................................31
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                                                                       PAGE/SECTION
SCHEDULE          DESCRIPTION                                            REFERENCE
--------          -----------                                            ---------
<S>               <C>                                                   <C>
1.01(a)           Real Property Lease                                   1  [1.01(a)]

1.01(b)           Furniture and Equipment                               1  [1.01(b)]

1.01(d)           Assigned Contracts                                    1  [1.01(d)]

1.01(f)           Governmental Licenses, Permits and Authorizations     2  [1.01(f)]

1.01(h)           Proprietary Rights                                    2  [1.01(h)]

1.02(a)           Outstanding Accounts Receivable                       2  [1.02]

1.02(b)           Books and Records of Seller Excluded                  2  [1.02]

1.06              Allocation of Purchase Price                          3  [1.06]

3.01A             Non-Qualified Jurisdictions                           6  [3.01]

3.01B             Qualified Jurisdictions                               6  [3.01]

3.01C             Seller's Articles and By-Laws                         6  [3.01]

3.03A             Year-End Financial Statements                         7  [3.03]

3.03B             Most Recent Financial Statements                      7  [3.03]

3.03C             Undisclosed Liabilities                               8  [3.03]

3.04(b)           Material Changes                                      8  [3.04(b)]

3.05              Tax Matters                                           10 [3.05]

3.06              Material Contracts and Commitments                    10 [3.06]

3.07              Licenses, Permits and Authorizations                  11 [3.07]

3.08              Title to Purchased Assets                             11 [3.08]

3.09              Proprietary Rights                                    12 [3.09]

3.10              Employee Benefit Plans; Labor Matters                 12 [3.10]
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                                                                       PAGE/SECTION
SCHEDULE          DESCRIPTION                                            REFERENCE
--------          -----------                                            ---------
<S>               <C>                                                   <C>
3.11              Litigation                                            14 [3.11]

3.14              Compliance with Laws                                  14 [3.14]

3.16              Personal Property Leases                              15 [3.16]

3.17              Environmental Matters                                 15 [3.17]

3.19              Insurance                                             17 [3.19]

3.22              Guarantees                                            17 [3.22]

3.23              Officers, Employees and Consultants                   18 [3.23]

3.24A             Employment Matters                                    18 [3.24]

3.24B             Employment Contracts                                  18 [3.24]

8.03              Broker's Commissions                                  21 [8.03]
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                                                                 PAGE/SECTION
     EXHIBIT        DESCRIPTION                                   REFERENCE
     -------        -----------                                   ---------
        A           Employment Agreement                         5   [2.02]
        B           Intentionally  Omitted
        C           Bill of Sale                                 6   [2.04]
        D           Assignment and Assumption Agreement          6   [2.05]
        E           Real Property Lease Assignment               22  [5.02(a)]
        F           Intentionally Omitted
        G           Intentionally Omitted
        H           Earn-out                                     3   [1.05]

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                            ASSET PURCHASE AGREEMENT

         THIS AGREEMENT is made as of February 18, 2000 among DFI Acquisition
Corp., a Florida Corporation and wholly-owned subsidiary of Technisource, Inc.
("Buyer"), MDS Consulting Services, Inc., a Connecticut corporation ("Seller"),
and Mark D. Solomon (the "Stockholder Executive").

                             SUMMARY OF TRANSACTION

         Seller wishes to sell and Buyer wishes to purchase substantially all of
the assets of Seller. To effect such transaction and in consideration of the
mutual covenants, representations, warranties and agreements hereinafter set
forth, and intending to be legally bound hereby, the parties hereto agree as
follows:

                                    ARTICLE I

                       SALE OF ASSETS AND TERMS OF PAYMENT

         1.01 ASSETS BEING SOLD (THE "PURCHASED ASSETS"). Seller agrees to sell
and transfer to Buyer and Buyer agrees to purchase, at the Closing (as defined
in Section 5.01 hereof), all of Seller's assets as they shall exist on the
Closing Date (as defined in Section 5.01 hereof), except for the Retained Assets
(as defined in Section 1.02 hereof), which Purchased Assets include, without
limitation, the following assets:

               (a) REAL PROPERTY LEASE. All of the right, title and interest of
               Seller in, to and under the lease (the "Real Property Lease")
               covering Seller's leased premises located at 628 Hebron Avenue,
               Building 2, Suite 210, Glastonbury, Connecticut 06033 (the
               "Leased Premises") as described on Schedule 1.01(a) hereto and
               all of the right, title and interest of Seller in and to all
               leasehold improvements in or on the Leased Premises;

               (b) FURNITURE AND EQUIPMENT. All the furniture, vehicles,
               equipment and other fixed assets of Seller located on the Leased
               Premises or elsewhere, substantially all of which are listed in
               Schedule 1.01(b) hereto;

               (c) INVENTORIES. All inventories of Seller of any kind,
               including, but not limited to office supplies;

               (d) CONTRACTS AND COMMITMENTS. Subject to the provisions of
               Section 1.08 hereof, all of the right, title and interest of
               Seller in, to and under all pending and executory contracts,
               agreements, commitments and understandings which are specifically
               listed in Schedule 1.01(d) hereto ("Assigned Contracts");

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               (e) BOOKS AND RECORDS. All of Seller's books and records, or
               copies thereof, including all sales and credit records,
               advertising and sales material, literature, customer lists,
               financial records, personnel and payroll records, tax, accounting
               and other books and records;

               (f) GOVERNMENTAL LICENSES, PERMITS AND AUTHORIZATIONS. To the
               extent assignable, all governmental licenses, permits and
               authorizations related to the business of Seller, a complete list
               of which is set forth in Schedule 1.01(f) hereto;

               (g) DEPOSITS, CREDITS AND PREPAID EXPENSES. All of Seller's
               deposits, credits, prepaid expenses and other current assets,
               including the security deposit for the Leased Premises in the
               amount of $3,355.00 ("Lease Security Deposit"), the amount of
               which Lease Security Deposit shall be paid to Seller by Buyer as
               an adjustment at Closing;

               (h) PROPRIETARY RIGHTS. The U.S. and foreign trademarks, service
               marks, patents and goodwill appurtenant thereto, and applications
               therefor, copyrights, trade names, brand names and licenses,
               technology, intellectual property and trade secrets ("Proprietary
               Rights") of Seller as listed on Schedule 1.01(h) hereto;

               (i) INTANGIBLE ASSETS. The business of Seller as a going concern
               and the goodwill thereof; and

               (j) OTHER ASSETS. All other assets, properties and rights of
               Seller, of every kind and nature, owned or held by Seller or in
               which Seller has an interest on the Closing Date, known or
               unknown, fixed or unfixed, choate or inchoate, accrued, absolute,
               contingent or otherwise, whether or not specifically referred to
               in this Agreement, other than the Retained Assets.

         1.02 RETAINED ASSETS. Notwithstanding the foregoing, the Purchased
Assets shall not include Seller's cash on hand and outstanding accounts
receivable at Closing as identified on Schedule 1.02(a) or those items
identified on Schedule 1.02(b).

         1.03 ASSUMED LIABILITIES; RETAINED LIABILITIES. Buyer shall assume (i)
all liabilities of Seller accruing on or after the Closing Date with regard to
the Real Property Lease (excluding any fee payable to the lessor thereunder in
connection with Buyer's assumption thereof) and all liabilities of Seller
arising or accrued after the Closing Date under the contracts and commitments
listed in Schedule 1.01(d) (the "Assumed Liabilities"). Buyer shall not assume
any of Seller's liabilities or obligations other than the Assumed Liabilities,
including, without limitation, (i) any accounts payable, accrued expenses or
other indebtedness or liabilities incurred, related to, or arising as a result
of operations conducted, actions taken or events occurring on or prior to the
Closing Date, (ii) all indebtedness for money borrowed, (iii) all

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environmental liabilities and claims, (iv) all litigations, arbitrations and
other third party claims and proceedings, (v) all employee benefit liabilities
and obligations (including specifically, but without limitation, post-retirement
medical benefits, severance pay, bonuses, incentive pay and deferred
compensation and liabilities arising under the benefit plans listed on Schedule
3.10, (vi) all tax liabilities, including without limitation, all foreign,
federal, state or local income, franchise, gross receipts, property, sales, use
or value added taxes or any interest, additions to tax or penalties thereon, and
(vii) all unknown, contingent and other liabilities (the "Retained
Liabilities"). Seller shall pay and discharge in a timely manner all of Seller's
current and known liabilities and obligations that are Retained Liabilities.

         1.04 PURCHASE PRICE. Buyer, in consideration for the Purchased Assets
being sold pursuant to this Agreement, agrees to pay or deliver to Seller an
aggregate purchase price (the "Purchase Price") of (i) $800,000 ("Cash
Consideration") at Closing as contemplated by Section 5.02; (ii) the contingent
payment ("Earn-Out") described in Section 1.05 below; and (iii) the assumption
by Buyer of the Assumed Liabilities. Each payment pursuant to this Section 1.04
and pursuant to Section 1.05 hereto should be made by wire transfer or bank
check, except as otherwise set forth in this Agreement.

         1.05 EARN-OUT PAYMENTS. Seller shall be entitled to receive, as
additional Purchase Price, one or more Earn-Out Payments in accordance with
Exhibit H; PROVIDED, HOWEVER, that the aggregate Earn-Out Payments shall not
exceed $325,000 in any one Year (as defined in Exhibit H) or $975,000 in the
Earn-Out Period (as defined in Exhibit H).

         1.06 ALLOCATION OF THE PURCHASE PRICE. Seller and Buyer agree to
allocate the Purchase Price for the Purchased Assets as set forth in Schedule
1.06 hereto. The foregoing allocation of the Purchase Price shall be binding on
the parties and shall be used by the parties for all tax reporting purposes.

         1.07 ABSOLUTE SALE. Seller agrees that the Purchased Assets shall be
sold, conveyed, transferred and delivered to Buyer free and clear of all title
defects, liabilities, obligations, liens, encumbrances, charges and claims of
any kind, except any liabilities and obligations expressly assumed by Buyer
pursuant to Section 1.03 hereof and any matters described in Schedule 3.08
hereto.

         1.08 OTHER CONTRACTS. This Agreement shall not constitute an agreement
to assign, sublease or sublicense, as the case may be, any contracts, leases,
licenses, agreements or arrangements (for purposes of this Section 1.08
collectively called "Contracts") if such attempted assignment, sublease or
sublicense, without the consent of the other party or parties thereto, is not
permitted as a matter of law or in accordance with the terms of the Contracts or
would constitute a breach of the Contracts or would in any way impair the rights
of Seller or Buyer thereunder. Seller will obtain such consents as may be
necessary or appropriate to vest in Buyer all of Seller's right, title and
interest in all such Contracts.

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         1.09 BULK SALES LAWS. Seller and Buyer hereby waive compliance with the
provisions of any applicable bulk sales law; provided, however, that Seller and
the Stockholder Executive, with respect to the Retained Liabilities, and Buyer,
with respect to Assumed Liabilities, mutually agree to pay and discharge when
due or to contest or litigate all claims of creditors which are asserted against
Buyer or Seller or the Purchased Assets by reason of such noncompliance, to
indemnify, defend and hold harmless the other party from and against any and all
such claims in the manner provided in Section 8.06 hereof, and with respect to
Seller and the Stockholder Executive, to take promptly all necessary action to
remove any lien or encumbrance which is placed on the Purchased Assets by reason
of such noncompliance.

         1.10 PRORATION OF CERTAIN ITEMS. Seller shall pay at Closing all
applicable transfer, sales, use, bulk sales and other taxes, and all
documentary, filing, recording and vehicle registration fees payable as a result
of the transfer of the Purchased Assets. All ad valorem and property taxes, and
any similar assessment based upon or measured by Seller's ownership interest in
the Purchased Assets, shall be prorated between Seller and Buyer as of the
Closing Date based upon such taxes assessed against the Purchased Assets for the
tax period in question, or if there is insufficient information for such tax
period, based upon taxes assessed for the immediately preceding tax period. All
such taxes shall be prorated on the basis of a 365-day year and based on the
number of days elapsed in the municipal fiscal year beginning July 1, 1999.
Seller shall be charged for all such taxes and assessments based upon or
measured by Seller's ownership prior to the Closing Date and Buyer shall be
charged for all such taxes and assessments based upon or measured by Buyer's
ownership on or after the Closing Date. There shall be apportioned between
Seller and Buyer as of the Closing Date all rent, utility charges, equipment
lease payments and all other charges customarily apportioned in connection with
a transfer of leased property as well as such payments and obligations received
after the Closing Date by both the Seller and Buyer as necessary to accurately
reflect the terms of this Agreement. All such prorations and payments shall be
made at the Closing.

                                   ARTICLE II

                               RELATED AGREEMENTS

         Simultaneously with the Closing hereunder the following agreements (the
"Related Agreements") will be executed and delivered:

         2.01 EMPLOYMENT AGREEMENT. The agreement between Buyer and the
Stockholder Executive in the form of Exhibit A, providing for the employment by
Buyer of the Stockholder Executive.

         2.02     INTENTIONALLY OMITTED

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         2.03 BILL OF SALE. A bill of sale in the form of Exhibit C hereto
transferring title to the Purchased Assets (other than the Real Property Lease)
to Buyer ("Bill of Sale").

         2.04 ASSIGNMENT AND ASSUMPTION AGREEMENT. An assignment and assumption
agreement in the form of Exhibit D hereto transferring title of the Purchased
Assets to Buyer ("Assignment and Assumption Agreement").

         2.05 REAL PROPERTY LEASE ASSIGNMENT. An Assignment of Lease in the form
of Exhibit E hereto ("Lease Assignment").

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                     OF SELLER AND THE STOCKHOLDER EXECUTIVE

         Seller and the Stockholder Executive, jointly and severally, as a
material inducement to Buyer to enter into this Agreement and consummate the
transactions contemplated hereby, represent and warrant to, and covenant with,
Buyer that as of the Closing Date:

         3.01 ORGANIZATION AND GOOD STANDING; NO INVESTMENTS. Seller is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Connecticut and has the corporate power and authority to own,
lease and operate its properties and assets (including the Purchased Assets) and
to conduct its business as it is now being conducted. Seller is duly qualified
to do business in Connecticut and in all other jurisdictions in which Seller
owns, leases or operates property or otherwise conducts business, except that
Seller makes no representation whether qualification is required in other
jurisdictions, in which Seller has not qualified, concerning certain
transactions having a relation to such jurisdictions as set forth on Schedule
3.01A. Schedule 3.01B sets forth all jurisdictions in which Seller is qualified
to conduct business as a foreign corporation. Schedule 3.01B sets forth a list
of all names under which Seller has at any time done business since January 1,
1995. The Seller has fully complied with all of the requirements of any statute
governing the use and registration of fictitious names, and has the legal right
to use the names under which it operates its businesses. Except as set forth on
3.01B, Seller has not changed its name or used any assumed or fictitious name
other than those listed on Schedule 3.01B, or been the surviving entity in a
merger, acquired any businesses or changed its principal place of business or
chief executive office, in each case, since the date of its organization. There
is no pending or threatened proceeding for the dissolution, liquidation,
insolvency or rehabilitation of Seller. Seller has no equity or similar
investments, direct or indirect, in any corporation, partnership, association,
joint venture or other entity. An accurate and complete copy of the Certificate
of Incorporation and Bylaws of Seller, as presently in effect, are included as
an attachment to 3.01C hereto.

         3.02 AUTHORIZATION; COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Seller
has

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full corporate power and authority to enter into this Agreement, the Related
Agreements and any other agreements and documents to be executed and delivered
by it at Closing as contemplated hereby (collectively, the "Closing Documents"),
to consummate the transactions contemplated hereby and thereby and to perform
its obligations hereunder and thereunder. The execution, delivery and
performance of this Agreement and the Closing Documents and the consummation of
the transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action on the part of Seller. This Agreement has been
duly executed and delivered by Seller, and is a valid and binding obligation of
Seller enforceable in accordance with its terms and the Closing Documents will,
when executed and delivered by Seller at Closing, constitute valid and binding
obligations of Seller enforceable in accordance with their terms. The execution,
delivery and performance of this Agreement and the Closing Documents will not
(i) conflict with or result in a breach or violation of any provision of the
Certificate of Incorporation or bylaws of Seller or of any order, writ,
injunction, judgment, decree, law, statute, rule or regulation to which Seller
is a party or by which Seller or the Purchased Assets may be bound or affected;
or (ii) result in a default (or give rise to any right of termination,
cancellation or acceleration) or result in the creation of any lien,
encumbrance, security agreement, charge, pledge, equity or other claim or right
of any person in or to the Purchased Assets under the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, agreement or other
instrument or obligation to which Seller is a party or by which Seller or the
Purchased Assets may be bound. All necessary authorizations of the transactions
contemplated by this Agreement required to be obtained by Seller from any
Federal, state, local or foreign government or agency or any other person or
entity shall have been obtained prior to the Closing, and any filings,
notifications or disclosures required by law or regulation of any such
government or agency shall have been made in such form as is acceptable as
filed. Buyer shall cooperate with Seller with respect to the aforesaid filings,
notifications or disclosures to the extent necessary to obtain said
authorizations. Seller will deliver to Buyer at the Closing true and complete
copies of all resolutions of its board of directors by which the execution,
delivery and performance of this Agreement and the Closing Documents and the
consummation of the transactions contemplated hereby and thereby were
authorized, certified by the Secretary or Assistant Secretary of Seller as of
the Closing Date.

         3.02A AUTHORITY OF EXECUTIVE SHAREHOLDER This Agreement is (and, when
executed and delivered, each agreement, document or instrument to be executed
and delivered in connection with the transactions contemplated hereby will be)
valid and binding upon the Executive Shareholder, and enforceable against the
Executive Shareholder in accordance with respective terms except to the extent
that enforcement thereof may be limited by applicable bankruptcy,
reorganization, insolvency or moratorium laws, or other laws affecting the
enforcement of creditors' rights or by the principles governing the availability
of equitable remedies.

         3.03 FINANCIAL STATEMENTS. Attached hereto as Schedule 3.03A are true
and correct copies of (i) the balance sheets of Seller as at December 31, 1997,
1998 and 1999; and (ii) the related statements of income of Seller for the years
ended December 31, 1997, 1998 and

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1999 ("Year-End Financial Statements"). Attached hereto as Schedule 3.03B are
true and correct copies of (i) the balance sheet of Seller for the period from
January 1, 2000 through January 31, 2000; and (ii) the related statements of
income of Seller for such interim period (the "Most Recent Financial
Statements"; and collectively with the Year-End Financial Statements, the
"Financial Statements"). The balance sheets included in the Financial Statements
(including the related notes thereto) present fairly the financial position of
Seller as of their respective dates, and the related statements of income
included in the Financial Statements present fairly the results of operations of
Seller for the periods then ended, all in conformity with GAAP applied on a
consistent basis. The Financial Statements accurately reflect the transactions,
assets, and liabilities of Seller, as applicable, as of the dates and for the
periods presented. Except as set forth in the Most Recent Financial Statements
or on Schedule 3.03C hereto, Seller has no debts, liabilities or obligations,
whether direct or indirect, accrued, absolute, contingent, matured, known,
unknown or otherwise, and whether or not of a nature required to be reflected or
reserved against in a balance sheet in accordance with GAAP. Neither Seller nor
the Executive Shareholder are aware of any basis for the assertion of any claims
or liabilities of any nature which are not fully reflected or reserved against
in the Most Recent Financial Statements or otherwise disclosed in 3.03C hereto.

         3.04 OPERATION OF THE BUSINESS IN THE ORDINARY COURSE.

               (a) Since the close of business on the date of the Most Recent
               Financial Statements, the Seller's business has been operated, in
               the ordinary course, except to the extent that Buyer has
               otherwise agreed in writing or as is expressly contemplated by
               this Agreement; and Seller has used all reasonable efforts
               consistent with normal business practices to preserve and promote
               such business and to avoid any act that might have a material
               adverse effect upon the value of such business as a going concern
               or upon the Purchased Assets. No event has occurred to prevent
               Seller's business from operating in a normal and usual manner and
               in substantially the same manner as heretofore operated.

               (b) Except as set forth in Schedule 3.04(b), since the date of
               the Most Recent Financial Statements, there has not occurred:

                  (i)      any casualty losses, whether insured or uninsured,
                           and whether or not in the control of the Company, in
                           excess of Twenty Thousand Dollars ($20,000) in the
                           aggregate;

                  (ii)     any amendment or other agreement with any employee or
                           agent;

                  (iii)    any amendment of any agreement or lease listed in the
                           Schedules;

                                       15
<PAGE>

                  (iv)     any obligation or liability, absolute or contingent,
                           except in the ordinary course of business;

                  (v)      any (i) increase (other than normal merit or
                           cost-of-living increases in the ordinary course of
                           business and consistent with past practices) or
                           material change: (y) in compensation or bonuses
                           payable to or to become payable by Seller to its
                           officers, employees or agents, or (z) in any
                           insurance, pension or other benefit plan, payment or
                           arrangement made to, for or with any of such
                           officers, employees or agents, or (ii) any other
                           material change in the employment terms of any
                           officer, employee or agent of Seller;

                  (vi)     any sale, transfer or other disposition of any
                           tangible or intangible asset, or real or personal
                           property or interest therein (other than in the
                           ordinary course of business consistent with Seller's
                           past practice), or any mortgage, lien or encumbrance
                           placed thereon;

                  (vii)    any capital expenditures, capital additions, capital
                           improvements or charitable contributions made, or
                           committed to be made involving, individually or in
                           the aggregate, $5,000 or more;

                  (viii)   any failure to maintain Seller's books, accounts and
                           records in the usual, regular and ordinary manner and
                           in accordance with GAAP and consistent with Seller's
                           past practice;

                  (ix)     any action taken or omitted to be taken by Seller
                           which could cause (with or without the giving of
                           notice or the passage of time, or both) the breach,
                           default, acceleration, amendment, termination or
                           waiver of or under any Material Contract (as
                           hereinafter defined) or the imposition of any lien,
                           encumbrance, mortgage or other claim or charge
                           against the Purchased Assets;

                  (x)      any contracts, agreements, commitments, indentures,
                           mortgages, notes, bonds, license, real or personal
                           property leases or other obligations of the type
                           required to be disclosed in Schedule 3.06 hereto that
                           are not otherwise disclosed herein;

                  (xi)     any capital investment in, any loan to, or any
                           acquisition of the securities or assets of any person
                           or entity;

                                       16
<PAGE>

                  (xii)    any change made or authorized in the Certificate of
                           Incorporation or Bylaws of Seller;

                  (xiii)   any issuance, sale or other disposition of any of its
                           capital stock or granted any options, warrants or
                           other rights to purchase or obtain any of its capital
                           stock;

                  (xiv)    any dividend or made any distribution with respect to
                           its capital stock (whether in cash or in kind) or any
                           redemption, purchase or other acquisition of any of
                           its capital stock;

                  (xv)     any loan to, or entered into any other transaction
                           with, any of its directors, officers or employees;

                  (xvi)    any other event or condition of any character which,
                           individually or in the aggregate, has had or could
                           reasonably be expected to have a material adverse
                           effect on the Purchased Assets or on the business,
                           financial condition or operations of Seller; or

                  (xvii)   any commitment to do any of the foregoing.

         3.05 TAX MATTERS. Except as set forth in Schedule 3.05, (a) all
federal, state, local and foreign tax returns (including information returns)
and reports of Seller required by any applicable law, rule, regulation or
procedure of any federal, state, local or foreign agency, authority or body to
be filed have been duly filed by Seller; (b) Seller has either (i) paid all
federal, state, county, local, foreign and other taxes (hereinafter "Taxes" or
individually a "Tax") required to be paid by it through the Closing Date and all
deficiencies or other additions to Tax, including interest or penalties owed in
connection with any such Taxes or (ii) the Most Recent Financial Statements
include adequate provision for all such Taxes and deficiencies or other
additions to Tax applicable to Seller, respectively; (c) all Taxes and other
assessments and levies required to be collected or withheld by Seller with
respect to the operation of its business from customers with respect to sales of
products or from employees for income taxes, social security taxes and
unemployment insurance taxes have been collected or withheld, and either paid to
the respective governmental agencies, or set aside in an account owned by Seller
and established for that purpose; (d) Seller is not a party to any pending
action or proceeding regarding assessment or collection of Taxes by any
governmental authority; (e) to Seller's or Executive Shareholder knowledge, no
action or proceeding regarding assessment or collection of Taxes is threatened
against Seller; (f) there are no facts or state of facts existing that (with or
without the giving of notice) or the passage of time or both) could form the
basis for any such action or proceeding; and (g) Seller has not executed or
filed any agreement with the Internal Revenue Service or any other taxing
authority extending the period for the assessment or collection of any Taxes.

                                       17
<PAGE>

         3.06 MATERIAL CONTRACTS AND COMMITMENTS. Schedule 3.06 includes a true,
correct and complete list of all material contracts, agreements, commitments,
indentures, mortgages, notes, bonds, licenses, real and personal property leases
and other obligations (whether oral or written) to which Seller is a party, by
which either Seller or its assets or properties are bound or, to the knowledge
of Seller or Stockholder Executive, may be affected or which, to the knowledge
of Seller or Stockholder Executive, otherwise relate to Seller's business (the
"Material Contracts"). Without limiting the generality of the foregoing, the
term Material Contracts includes: (a) any lease or license with respect to any
Purchased Assets, whether Seller is tenant, landlord, licensor or licensee
thereunder; (b) any agreement, contract, indenture or other instrument to which
the Seller is a party relating to the borrowing of money or the guarantee of any
obligation or the deferred payment of the purchase price of any Purchased
Assets; (c) any agreement to which the Seller is a party concerning a
partnership or joint venture; (d) any agreements between Seller on the one hand
and any of its respective shareholders, officers, directors or employees on the
other; (e) any agreement to which the Seller is a party relating to
confidentiality or noncompetition; (f) any preferential purchase right, right of
first refusal or similar agreement to which the Seller is a party; (g) any
agreement entered into outside of the ordinary course of business to which the
Seller is a party; (h) any other agreement (or group of related agreements) to
which the Seller is a party which could involve expenditures (in cash or in
kind) by Seller in excess of $5,000 or which has a remaining term, as of the
date hereof, of over three months in length; or (i) any lease, license or other
agreement or arrangement of any nature to which the Seller is a party relating
to Seller's Intellectual Property (as hereafter defined). Except as indicated on
Schedule 3.06, Seller is not in breach or violation of, or in default under, any
of the Material Contracts and no occurrence or circumstance exists which
constitutes (with or without the giving of notice or the passage of time or
both) such a breach, violation or default; the execution of this Agreement and
the consummation of the transactions contemplated hereby will not constitute a
default or breach under or result in the acceleration of the performance of any
obligations or indebtedness under any of the Material Contracts; and, except as
specifically indicated in Schedule 3.06, the execution of this Agreement and the
consummation of the transactions contemplated hereby will not give rise to any
consent requirement under any of the Material Contracts, for which consent has
not already been obtained ("Required Consents"). All of the contracts listed on
Schedule 3.06 are valid, binding and enforceable in accordance with their terms,
are in full force and effect and have not been modified or amended in any
material respect, except as set forth on Schedule 3.06; provided, however, the
preceding representation, covenant and warranty is limited to the extent the
enforceability of any contract is limited by bankruptcy, insolvency and similar
creditors rights laws and principles of equity. No part of Seller's rights or
benefits under any Material Contract has been assigned, transferred or in any
manner encumbered.

         3.07 LICENSES, PERMITS AND AUTHORIZATIONS. Seller has all approvals,
authorizations, consents, licenses, franchises, orders, certificates and other
permits of, and has made all filings with, any governmental authority, whether
foreign, Federal,

                                       18
<PAGE>

state or local, ("Permits") which are required for the
ownership of the Purchased Assets or the conduct of Seller's business as
presently conducted. Except as set forth in Schedule 3.07, all such Permits are
in full force and effect and no suspension or cancellation of such Permits is
threatened. A complete list of all such Permits is included in Schedule 3.07
hereto.

         3.08 TITLE TO PURCHASED ASSETS. Seller has legal title to the Purchased
Assets and shall at the Closing deliver to Buyer legal title to the Purchased
Assets free and clear of all title defects, liabilities, obligations, liens,
mortgages, security interests, encumbrances, claims or similar adverse interests
of any kind or character except the title exceptions listed in Schedule 3.08
hereto. All leases pursuant to which Seller leases any of the Purchased Assets
are valid and binding in accordance with their respective terms. Except as
described in Schedule 3.08 hereto, upon consummation of the transactions
contemplated hereby, Seller will have transferred to Buyer good, marketable and
unencumbered title to the Purchased Assets (or with respect to any real or
personal property leases included in the Purchased Assets, a valid leasehold
interest therein), free and clear of all mortgages, security interests, liens,
claims, encumbrances, title defects, pledges, charges, assessments, covenants,
encroachments and burdens of any kind or nature whatsoever. The Purchased Assets
constitute all of the assets that are used in connection with, necessary for, or
beneficial to the operation of the Seller's business.

         3.09 PROPRIETARY RIGHTS. Schedule 3.09, sets forth a true and complete
list of all patents, technology, computer software, software licenses,
franchises, know-how licenses, brand names, trade names, trademarks, copyrights,
inventions, service marks, trademark registrations and applications, service
mark registrations and applications, and copyright registrations and
applications, trade secrets or other confidential proprietary information in
which Seller has exclusive rights or which are used in the operation of Seller's
business ("Intellectual Property"), except that, in the case of end-user license
agreements for software acquired by Seller through ordinary commercial
distribution channels, Schedule 3.09 sets forth only the common names of the
principal products used by Seller and the number of copies of each such product
which Seller is licensed to use. The Intellectual Property listed in Schedule
3.09 is owned by Seller with the sole and exclusive right to use the same in
connection with such Seller's business as presently being conducted or
contemplated to be conducted. No other Person has any ownership rights, claims
or rights to use the Intellectual Property. The conduct of the business by
Seller does not infringe upon the Intellectual Property of any person, provided,
however, Seller makes no representations with respect to the rights of any party
in any software acquired by Seller through ordinary commercial distribution
channels (other than the licensor thereof) or any other Purchased Asset acquired
by Seller in good faith except that Seller has no actual notice of any claim of
infringement.

         3.10 EMPLOYEE BENEFIT PLANS; LABOR MATTERS.

               (a) Except as set forth in Schedule 3.10 hereto, Seller does not
               maintain,

                                       19
<PAGE>

               administer or otherwise contribute to any bonus, incentive pay,
               stock option, stock ownership or "employee benefit plan," as
               defined in section 3(3) of the Employee Retirement Income
               Security Act of 1974, as amended ("ERISA"), whether or not such
               plan is subject to any of the provisions of ERISA, which covers
               any employee or beneficiary of any employee or director of the
               Seller, whether or not active (any such plan being herein
               referred to as an "Employee Plan"). Except as set forth in
               Schedule 3.10 hereto, none of such Employee Plans is intended to
               be qualified under Section 401 of the Internal Revenue Code of
               1986, as from time to time amended (the "Code"), nor has any
               Employee Plan been at any time within the five year period prior
               to the Closing Date a plan subject to title IV of ERISA. Seller
               has no commitment to create any additional Employee Plans.

               (b) True and complete copies of each Employee Plan, including all
               amendments thereto and related trust or other funding agreements
               and the latest financial statements thereof, have been heretofore
               delivered to Buyer, together with (i) a true and complete copy of
               the three most recent annual reports (if required by law) for
               each such plan including any and all schedules, opinions and
               attachments thereto prepared in connection with any such reports,
               and (ii) a copy of the most recent summary plan description and
               summary of material modifications, or similar descriptive
               materials, of each such plan. To Seller's knowledge none of
               Seller, any Employee Plan or any "party in interest", as defined
               in section 3(14) of ERISA, has engaged in a "prohibited
               transaction", as defined in section 406 of ERISA, which could
               subject any of them or Buyer to liability under section 409 or
               502(i) of ERISA.

               (c) Seller, and each fiduciary for each of the Employee Plans, is
               in compliance with the terms of the Employee Plans and with the
               requirements of any and all laws, statutes, orders, decrees,
               rules and regulations, including but not limited to ERISA,
               applicable to each such plan. Seller has not failed to make any
               contribution to, or to pay any amount due and owing, as required
               by applicable law or by the terms of any Employee Plan as of the
               last day of the most recent fiscal year of each of such plans
               ended prior to the Closing Date.

               (d) There is no pending or, to the best of Seller's knowledge,
               threatened legal action, proceedings or investigations against
               Seller or any Employee Plan with respect to any such plan, other
               than routine claims for benefits, which could result in liability
               to any such plan, or to Seller, and there is no basis for any
               such legal action or proceeding.

               (e) Except as set forth in Schedule 3.10, (i) Seller is in
               compliance with

                                       20
<PAGE>

               all applicable laws respecting employment and employment
               practices, terms and conditions of employment and wages and
               hours, and is not engaged in any unfair labor practice; (ii)
               there is no unfair labor practice complaint against Seller
               pending before the National Labor Relations Board or any other
               tribunal; (iii) there is no labor strike, dispute, slowdown or
               stoppage actually pending or, to the best of Seller's knowledge,
               threatened against or affecting Seller; (iv) Seller has received
               no notice that any representation or petition respecting any of
               its employees has been filed with the National Labor Relations
               Board; (v) no grievance or any arbitration proceeding arising out
               of or under any collective bargaining agreements is pending
               against Seller; and (vi) Seller has not experienced any strike or
               work stoppage or other industrial dispute involving its employees
               in the past five years.

         3.11 LITIGATION AND OTHER CLAIMS. Except as described in Schedule 3.11,
there are no actions, suits, arbitration proceedings, claims or proceedings
related to the business of Seller or relating to any of the Purchased Assets
pending or, to the knowledge of Seller or Executive Shareholder, threatened
before any foreign, Federal, state, municipal or other court, department,
commission, arbitration panel, board, bureau, agency, body or instrumentality
against Seller or affecting any of Seller's property or assets (including the
Purchased Assets) at law or in equity. To the knowledge of Seller and
Stockholder Executive, there are no facts or state of facts existing that (with
or without the giving of notice or the passage of time or both) could form the
basis for any such action, suit, proceeding a claim. Seller is not a party to
and neither Seller nor any of its assets are subject to the provisions of any
order, writ, injunction, decree or judgment of any court or foreign, Federal,
state, municipal or other governmental or administrative body, department,
commission, board, bureau, any securities exchange or other agency or
instrumentality in connection with the ongoing operations of Seller except as
set forth in Schedule 3.11. Seller is not engaged in any arbitration nor has
either submitted any disputed matter to an arbitrator in connection with the
ongoing operations of the Seller except as set forth in Schedule 3.11.

         3.12 NO MATERIAL ADVERSE CHANGE. Since the close of business on the
date of the Most Recent Financial Statements, there has been no material adverse
change in the financial condition, results of operations, business or prospects
of Seller.

         3.13 SUFFICIENCY OF THE PURCHASED ASSETS. The Purchased Assets are
sufficient to operate Seller's business as currently operated assuming Buyer
provides the necessary working capital for the operation of such business.
Neither Seller nor any affiliate of Seller is a party to any contract which is
necessary or beneficial in any material respect to Seller's business other than
contracts which will be assigned to Buyer at the Closing as part of the
Purchased Assets and which are listed on Schedule 3.06.

         3.14 COMPLIANCE WITH LAWS. Except as set forth in Schedule 3.14,
neither the

                                       21
<PAGE>

Purchased Assets nor the operations of Seller's business, as conducted on or
prior to the date hereof, violate any foreign, Federal, state or local law,
ordinance, rule or regulation, the violation of which would be detrimental to
the Buyer, Seller's business or the Purchased Assets. Seller has not received
any formal or informal notice, advice, claim or complaint alleging that Seller
has violated or may have violated any law, regulation, ordinance or order and,
to Seller's or Executive Shareholders' knowledge, no such notice, advice, claim
or complaint of any type is threatened. Seller has at all times complied and
presently comply with all applicable federal, state, local and foreign laws,
rules and regulations respecting occupational safety and health standards and
Seller has not received complaints from any employee or any federal, state,
local or foreign agency alleging any violation of any federal, state, local or
foreign laws respecting occupational safety and health standards. To the
knowledge of Seller and Executive Shareholder, neither the Seller nor any
officer, director or employee of the Seller has made any bribes, kickbacks or
other improper payments on behalf of the Seller or received any such payments.

         3.15 REAL PROPERTY LEASE. To the Seller's knowledge, the Real Property
Lease is valid and binding upon the lessor and is in full force and effect.
There are no existing defaults by Seller under the Real Property Lease and no
event has occurred which (whether with or without notice, lapse of time, or
both) would constitute a default thereunder by Seller. A true and complete copy
of the Real Property Lease is attached as Schedule 1.01(a). The real property
covered by the Real Property Lease constitutes all of the real property used in
the operation of Seller's business. All building and improvements located
thereon are in good condition and repair subject only to normal wear and tear.
Seller does not own any real property.

         3.16 CONDITION OF PURCHASED ASSETS. The Purchased Assets are in good
repair and working condition, normal wear and tear excepted, are suited for the
uses intended, and are in conformity with all applicable laws, ordinances, rules
and regulations. Seller has delivered to Buyer accurate and complete copies of
all leases relating to real or personal property leased by Seller and used in
the operation of the Business and, except as described in Schedule 3.16, all
such leases are in full force and effect, no event of default has been declared
thereunder and, to Seller's and Executive Shareholders' knowledge, no basis for
any default exists. No such lease of real or personal property is subject to
termination or modification as a result of the transactions contemplated hereby.

         3.17 ENVIRONMENTAL MATTERS. Except as set forth in Schedule 3.17
hereto:

               a) Seller is in compliance with all environmental laws,
               regulations, permits and orders applicable to it, and with all
               laws, regulations, permits and orders governing or relating to
               asbestos removal or abatement. Seller has not received nor is
               Seller the subject of any Environmental Claim with respect to its
               business.

                                       22
<PAGE>

               (b) There are no laws, regulations, ordinances, licenses, permits
               or orders relating to environmental or worker safety matters
               requiring any work, repairs, construction or capital expenditures
               with respect to the assets or properties of Seller or otherwise
               required to be performed by Seller with respect to any properties
               or facilities owned, leased, managed or operated by Seller.

               (c) Schedule 3.17 identifies (A) all environmental audits,
               assessments or occupational health studies undertaken by Seller
               or its agents or by any governmental agencies with respect to the
               business or properties of Seller; (B) the results of any
               groundwater, soil, air or asbestos monitoring undertaken by or
               known to Seller with respect to any real property owned or leased
               by it; (C) all written communications of Seller with
               environmental agencies; and (D) all citations issued with respect
               to Seller under the Occupational Safety and Health Act (29 U.S.C.
               Sections 651 ET SEQ.).

               (d) To the knowledge of Seller or Stockholder Executive, no
               Hazardous Substance has been spilled, released, deposited or
               discharged on any of Seller's owned or leased real property, no
               such real property has been used as a landfill or waste disposal
               site, and such real property is free from Hazardous Substances;

               (e) For the purposes of this Agreement, "Environmental Claim"
               shall mean any demand, claim, governmental notice or threat of
               litigation or the actual institution of any action, suit or
               proceeding at any time by a person or entity which asserts that
               an Environmental Condition constitutes a violation of or
               otherwise may give rise to any liability or obligation under, any
               statute, ordinance, regulation, or other governmental requirement
               or the common law, including, any such statute, ordinance,
               regulation, or other governmental requirement relating to the
               emission, discharge, or release of any Hazardous Substance into
               the environment or the generation, treatment, storage,
               transportation, or disposal of any Hazardous Substance.
               "Environmental Condition" shall mean the presence at the premises
               demised to Seller in the Real Property Lease on the Closing Date,
               or at any time prior to the Closing Date of any storage,
               treatment, disposal or Release, whether discovered or
               undiscovered on the Closing Date, in surface water, ground water,
               drinking water supply, land surface, subsurface strata or ambient
               air or any other location, of any pollutant, contaminant,
               industrial solid waste or Hazardous Substance, (i) arising out of
               the operations or other activities of Seller, or of any
               predecessor in interest or line of business of Seller, conducted
               or undertaken prior to the Closing Date or (ii) in, on or
               emanating from any property or facility owned, leased, managed or
               operated by Seller, except for any storage, treatment, disposal
               or Release that is in compliance with

                                       23
<PAGE>

               all federal, state and local laws regulating same. "Hazardous
               Substance" shall mean any substance defined in the manner set
               forth in Section 101(14) of the U.S. Comprehensive Environment
               Response, Compensation and Liability Act of 1980, as amended, and
               shall include any additional substances designated under Section
               102(a) thereof or any other substance which is or contains
               asbestos in any form, urea formaldehyde foam insulation, methane,
               petroleum, gasoline, diesel fuel or another petroleum hydrocarbon
               product, transformers or other equipment which contain dielectric
               fluid containing levels of polychlorinated biphenyls in excess of
               50 parts per million, or any other chemical material or substance
               which is regulated as toxic or hazardous or exposure to which is
               prohibited, limited, or regulated by federal, state, local or
               other governmental authority or which, even if not so regulated,
               may or could pose a hazard to the health or safety of the
               occupants of any property or facility at which a release thereof
               occurs or the owners or occupants of any property or facility
               adjacent thereto.

         3.18 COMPUTER AND OTHER SYSTEMS. The computer systems and other
business systems (including but not limited to telephone and voice mail systems)
and associated and peripheral equipment, computer software, technical and other
documentation currently used by the Seller constitute all such items necessary
for the operation of Seller's business as currently conducted and are, in all
material respects, year 2000 compliant. The Seller has valid licenses for all
software used by it for which licenses are required.

         3.19 INSURANCE. Schedule 3.19 contains a true and correct list of all
insurance policies maintained by Seller with respect to the Seller's business or
the Purchased Assets. Except as set forth in Schedule 3.19, all such policies of
insurance are in force and shall remain in force as of the Closing Date and will
not lapse or terminate by reason of the transaction contemplated hereby;
provided, however, that Seller is not obligated to keep such policies of
insurance in force after the Closing Date. All outstanding claims with respect
to such insurance are set forth in Schedule 3.19.

         3.20 FULL DISCLOSURE. All information furnished to Buyer in accordance
herewith is, and as of the Closing Date shall be, correct and complete in all
material respects. No representation or warranty of Seller or Stockholder
Executive and no information, schedule, certificate or document furnished or to
be furnished by or on behalf of Seller or Stockholder Executive to Buyer, its
affiliates or its agents pursuant to or in connection with this Agreement
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact known to the Seller or the Stockholder
Executive necessary in order to make the statement contained herein or therein
not misleading.

         3.21 CORPORATE NAME. Seller shall file an amendment to its Certificate
of Incorporation changing its name from MDS Consulting Services, Inc. (the
"Corporate

                                       24
<PAGE>

Name") to such other name as will be reasonably agreeable to Buyer and shall
cooperate with Buyer in its acquiring such Corporate Name for Buyer's use.

         3.22 GUARANTEES. Except as set forth in Schedule 3.22 attached hereto,
neither the Seller's business nor any of the Purchased Assets is or will be at
the Closing, directly or indirectly, (i) liable, by guarantee or otherwise, upon
or with respect to, (ii) obligated, by discount or repurchase agreement or in
any other way, to provide funds in respect of, or (iii) obligated to guarantee
or assume, any debt, dividend or other obligation of any person, corporation,
association, partnership or other entity (including, without limitation, Seller
or any of its affiliates).

         3.23 COMPENSATION OF EMPLOYEES. Schedule 3.23 contains a complete and
accurate list of all current officers, employees and consultants of Seller,
together with the current job title, aggregate remuneration rate (bonus,
commission and salary) and accrued but untaken vacation for each such
individual.

         3.24 EMPLOYEE RELATIONS Seller is not delinquent in payments to any of
its employees or consultants for any wages, salaries, commissions, bonuses or
other direct compensation for any services performed by them or for amounts
required to be reimbursed to such employees. Except as set forth on Schedule
3.24A, upon termination of the employment of any of its employees, Seller will
not by reason of anything done prior to the Closing, be liable to any of its
employees or consultants for severance pay or any other payments (other than
accrued salary, vacation or sick pay in accordance with Seller's normal
policies). Except as set forth on Schedule 3.24B, Seller does not have any
contracts of employment with any employees or any legal responsibility for the
employees of any other entity.

         3.25. LABOR AGREEMENTS.. There are no contracts with labor unions
binding upon Seller and Seller has not agreed to recognize any union or other
collective bargaining unit nor has any union or other collective bargaining unit
been certified as representing any employees of Seller. None of Seller or the
Executive Shareholder has any knowledge of any organization effort currently
being made or threatened by or on behalf of any labor union with respect to
employees of Seller.

                                   ARTICLE IV

                           REPRESENTATIONS, WARRANTIES
                             AND COVENANTS OF BUYER

         Buyer hereby represents and warrants to, and covenants with, Seller
that as of the Closing Date:

         4.01 ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida and has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as proposed to be conducted.

                                       25
<PAGE>

         4.02 DUE AUTHORIZATION. Buyer has full corporate power and authority to
enter into this Agreement, the Related Agreements and any other agreements and
documents to be executed and delivered by it at Closing as contemplated hereby
(collectively, the "Closing Documents"), to consummate the transactions
contemplated hereby and thereby and to perform its obligations hereunder and
thereunder. The execution, delivery and performance of this Agreement and the
Closing Documents and the consummation of the transactions contemplated hereby
and thereby have been duly authorized by all necessary corporate action on the
part of Buyer. This Agreement has been duly executed and delivered by Buyer, and
the Related Agreements will, when executed and delivered by Buyer at Closing, be
valid and binding obligations of Buyer enforceable in accordance with their
respective terms, except to the extent that enforcement thereof may be limited
by applicable bankruptcy, reorganization, insolvency or moratorium laws, or
other laws affecting the enforcement of creditors' rights or the principles
governing the availability of equity remedies. The execution, delivery and
performance of this Agreement and the Closing Documents will not conflict with
or result in a breach or violation of any provision of the Certificate of
Incorporation or bylaws of Buyer or of any order, writ, injunction, judgment,
decree, law, statute, rule or regulation to which Buyer is a party or by which
Buyer may be bound or affected. All necessary authorizations of the transactions
contemplated by this Agreement required to be obtained by Buyer from any
Federal, state, local or foreign government or agency or any other person or
entity shall have been obtained prior to the Closing, and any filings,
notifications or disclosures required by law or regulation of any such
government or agency shall have been made in such form as is acceptable as
filed. Seller and Stockholder Executive shall cooperate with Buyer with respect
to the aforesaid filings, notifications or disclosures to the extent necessary
to obtain said authorizations. Buyer will deliver to Seller at the Closing true
and complete copies of all resolutions of its board of directors by which the
execution, delivery and performance of this Agreement and the Closing Documents
and the consummation of the transactions contemplated hereby and thereby were
authorized, certified by the Secretary or Assistant Secretary of Buyer as of the
Closing Date.

                                    ARTICLE V

                                   THE CLOSING

         5.01 TIME AND PLACE OF CLOSING. Upon the terms and conditions of this
Agreement, the Closing of the transactions contemplated hereby (the "Closing")
shall take place, at 3:00 p.m., Eastern Standard Time, on February 18, 2000
("Closing Date") at the offices of Seller, 628-2 Hebron Avenue, Glastonbury,
Connecticut 06033 or at such other time and place as the parties hereto may
agree in writing.

         5.02 INSTRUMENTS OF TRANSFER, ETC. At the Closing, Seller will deliver
to Buyer such deeds, bills of sale, instruments of assignment and other good and
sufficient

                                       26
<PAGE>

instruments of transfer, executed by Seller and in a form reasonably
satisfactory to Buyer, as Buyer may reasonably require to vest in Buyer all
right, title and interest of Seller in and to the Purchased Assets, and Buyer
shall pay the Cash Consideration to Seller by bank check or wire transfer and
shall also deliver to Seller the other documents and instruments required of it
at the Closing.

         Without limiting the foregoing, the documents to be delivered by the
parties at the Closing shall include the following:

               (a) SELLER. Seller shall execute and deliver (i) this Agreement,
               (ii) the Assignment and Assumption Agreement, (iii) the
               Employment Letters contemplated by Section 2.03 hereof, (iv) the
               Bill of Sale, (v) the Lease Assignment, (vi) third party consents
               to the assignment of Contracts as contemplated by Section 1.08
               hereof, (vii) the Secretary's Certificate contemplated by Section
               3.02 hereof, (viii) an opinion of Seller's counsel in form and
               substance reasonably satisfactory to Buyer, and (ix) such other
               instruments as may reasonably be required of it at the Closing
               pursuant to the terms of this Agreement.

               (b) BUYER. Buyer shall execute and deliver (i) this Agreement,
               (ii) the Employment Agreement, (iii) the Assignment and
               Assumption Agreement (iv) the Lease Assignment, (v) the
               Secretary's Certificate contemplated by Section 4.02 hereof, (vi)
               an opinion of Buyer's counsel in form and substance reasonably
               satisfactory to Seller, and (vii) such other instruments and
               documents as may reasonably be required of it at the Closing
               pursuant to the terms of this Agreement.

               (c) STOCKHOLDER EXECUTIVE . The Stockholder Executive shall
               execute and deliver to Buyer (i) this Agreement, and (ii) the
               Employment Agreement.

Seller shall deliver to Buyer at the Closing possession of the Purchased Assets
being sold pursuant to this Agreement and the entire right, title and interest
of Seller in and to such Purchased Assets shall pass to Buyer at the Closing.

                                   ARTICLE VI

                                    EMPLOYEES

         6.01 EMPLOYMENT WITH BUYER. At or prior to the Closing, Seller shall
pay to its employees all amounts owing to such employees for wages and other
compensation, earned vacation, sick leave and other benefits (i.e., all
vacation, sick leave and other benefits through the date of the Closing) in
accordance with Seller's current policies. Buyer agrees to offer employment
immediately after the Closing to all persons who, immediately prior to the
Closing, are employed by Seller and are listed on Schedule

                                       27
<PAGE>

3.23. Each offer of employment shall include provision for compensation at the
same wage/salary level in effect for such employee immediately prior to the
Closing Date, without regard to employee benefit plans as set forth on Schedule
3.24A. (Those employees of Seller who accept employment with Buyer pursuant to
this Agreement are hereinafter referred to as the "Transferred Employees".)
Transferred Employees shall be eligible for any employee benefits offered, from
time to time, by the Company and its parent company, Technisource, Inc., to
employees of a similar class. It is specifically agreed that Buyer shall not be
responsible or liable for, or otherwise assume, any liability, obligation or
benefit arising under or payable from any employee benefit plan, program or
arrangement sponsored, maintained or administered by Seller (including without
limitation, any plan, program or arrangement providing post-retirement medical
benefits, severance pay, bonuses, incentive pay or deferred compensation).

         6.02 THIRD PARTIES. The covenants of Buyer and Seller in this Article
VI are not intended to create any right in any Transferred Employee or his or
her heirs, executors, beneficiaries or personal representatives.

                                   ARTICLE VII

                          WORKERS COMPENSATION, PRODUCT
                            LIABILITY RESPONSIBILITY

         7.01 RESPONSIBILITY FOR PRIOR CLAIMS. It is understood and agreed that
Buyer does not assume any liability for, and shall not otherwise be responsible
for, any product liability or warranty claims (including warranty claims for
injury to person or property), relating to the business of Seller and arising
from services performed on or prior to the Closing Date. Seller and the
Stockholder Executive agree to indemnify Buyer for all costs and expenses
attributable to claims made with respect to services rendered prior to the
Closing Date in accordance with Section 8.06.

                                  ARTICLE VIII

                             POST-CLOSING COVENANTS

         8.01 EXPENSES. Except as otherwise provided herein, Seller and Buyer
shall each bear their own costs and expenses incurred in connection with this
Agreement, the Related Agreements and the transactions contemplated hereby and
thereby, including, without limitation, fees, commissions, expenses and
reimbursements incurred by or required to be paid to their respective
professional advisors.

         8.02 FURTHER ASSURANCES. Subject to the terms and conditions of this
Agreement, each of the parties hereto will use their best efforts to take, or
cause to be taken, all action, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the

                                       28
<PAGE>

sale of the Purchased Assets and the other transactions contemplated by this
Agreement and the Related Agreements. From time to time after the date hereof
(including after the Closing Date if requested), Seller and its affiliates will,
at their own expense and without further consideration, execute and deliver such
documents to Buyer as Buyer may reasonably request in order more effectively to
vest in Buyer good title to the Purchased Assets and to more effectively
consummate the transactions contemplated by this Agreement and the Related
Agreements.

         8.03 COMMISSIONS AND FEES. Seller and Buyer each represents and
warrants to the other that no broker, finder, financial adviser or other person
is entitled to any brokerage fees, commissions or finder's fees in connection
with the transactions contemplated hereby by reason of any action taken by the
party making such representation, other than The Chesapeake Group which shall be
compensated by Seller and Buyer from their respective funds in accordance with
Schedule 8.03 attached hereto. Seller and Buyer will pay to the other or
otherwise discharge, and will indemnify and hold the other harmless from and
against, any and all claims or liabilities for all brokerage fees, commissions
and finder's fees incurred by reason of any action taken by such party.

         8.04 SALES, TRANSFER AND USE TAXES. All sales, transfer and use taxes
incurred in connection with this Agreement and the Related Agreements and the
transactions contemplated hereby and thereby will be borne by Seller, and Seller
will, at its own expense, file all necessary Tax Returns and other documentation
with respect to all such sales, transfer and use taxes.

         8.05 NONDISCLOSURE. Seller agrees not to use or disclose at any time
after consummation of the transactions contemplated hereby, except with the
prior written consent of an officer authorized to act in the matter by the Board
of Directors of Buyer, any trade secrets, proprietary information, or other
information that Buyer considers confidential (or which Seller has previously
treated as or claimed to be confidential) relating to designs, suppliers,
subcontractors, inventions, operations, marketing, bidding information, cost and
pricing data, master files or customer lists utilized by Seller prior to the
Closing or by Buyer or any of its affiliates (the "Buyer Group"), or the skills,
abilities and compensation of the Buyer Group's employees, and all other similar
information material to the conduct of the Buyer Group's business, which is not
presently generally known or available to the public; PROVIDED, HOWEVER, that
this provision shall not preclude Seller from (i) the use or disclosure of such
information which presently is known generally to the public or which
subsequently comes into the public domain, other than by way of disclosure in
violation of this Agreement or in any other unauthorized fashion, or (ii)
disclosure of such information required by law or court order, provided that
prior to such disclosure required by law or court order the undersigned will
give Buyer three business days' written notice (or, if disclosure is required to
be made in less than three business days, then such notice shall be given as
promptly as practicable after determination that disclosure may be required) of
the nature of the law or order requiring disclosure and the disclosure to be
made in

                                       29
<PAGE>

accordance therewith. Seller acknowledges that any breach of the foregoing will
give rise to irreparable injury that is not compensable in damages and agree
that Buyer may seek and obtain equitable relief in the form of specific
enforcement, temporary restraining order, temporary or permanent injunction, or
any other equitable remedy that may then be available to such party against the
breach or threatened breach of such covenants, in addition to any other legal
remedies which may be available.

         8.06 INDEMNIFICATION.

                  (a) BY SELLER AND STOCKHOLDER EXECUTIVE. Seller and the
Stockholder Executive, jointly and severally, agree to save, defend and
indemnify Buyer, and its officers, directors and employees and Buyer's parent
and its officers, directors and employees (each a "Buyer's Indemnitee"), against
and hold them harmless from any and all claims, liabilities, losses, damages,
deficiencies, costs and expenses, of every kind, nature and description, fixed
or contingent (including, without limitation, interest, penalties, costs of
investigation and counsel's fees and expenses) ("Losses"), asserted against,
resulting to, imposed upon or incurred by Buyer or any Buyer's Indemnitee,
directly or indirectly, arising out of (i) any breach of any representation,
warranty, covenant or agreement made by Seller or the Stockholder Executive
under this Agreement, the Related Agreements or any agreement or instrument
executed or delivered in connection with the transactions contemplated hereby or
thereby; (ii) any Retained Liability or any Environmental Claim; (iii) any
failure of Seller to qualify to do business in a jurisdiction outside of
Connecticut or make any payment to a taxing authority in such jurisdiction; (iv)
any liability of the Seller for unpaid Taxes with respect to any Tax year
beginning before and ending after the Closing Date to the extent allocable to
the portion of such period beginning before and ending on the Closing Date; and
(v) any liability of the Seller for the unpaid Taxes of any person under Reg.
ss.1.1502-6 (or any similar provision of state, local, or foreign law), as a
transferee or successor, by contract, or otherwise.

                  (b) BY BUYER. Buyer agrees to save, defend and indemnify
Seller, Seller's officers and directors and the Stockholder Executive (each a
"Seller's Indemnitee") against and hold them harmless from any and all Losses
asserted against, resulting to, imposed upon or incurred by Seller or Seller's
Indemnitee arising solely out of (i) any breach of any representation, warranty,
covenant or agreement made by Buyer under this Agreement or the Related
Agreements, or (ii) any activity of Buyer after the Closing Date.

                  (c) SURVIVAL. The representations, warranties, covenants,
indemnities and agreements of the parties to this Agreement contained herein
shall survive the Closing, PROVIDED, HOWEVER, that the representations,
warranties and indemnities of the parties contained in Articles III and IV of
this Agreement and in this Section 8.06 (other than the indemnities contained in
Sections 3.01, 3.02, 3.02A, 3.05, 3.08, 3.17 and 8.06(a)(ii), (iii), (iv) and
(v) and 8.06(b)(ii) hereof which shall continue in force without any time limit)
shall only survive until the second anniversary of the

                                       30
<PAGE>

Closing Date and no claim may be brought by any party in respect thereof unless
notice of such claim is properly given on or prior to such date; PROVIDED,
HOWEVER, that in cases of fraud or intentional misrepresentation all of the
representations and warranties shall survive the consummation of the Closing and
shall continue until the expiration of any applicable statute of limitations
period.

                  (d) SET-OFF. Buyer shall have the right to set-off (i) any
amounts which may become due to Seller under this Agreement (including, without
limitation, any Earn-Out Payments payable pursuant to Section 1.05) or under any
other agreement between Buyer and Seller; and/or (ii) any amounts which may
become due to Stockholder Executive under the Employment Agreement or any other
agreement between Stockholder Executive and Buyer, against any indemnification
amounts to be paid by Seller or Stockholder Executive pursuant to Section
8.06(a) as determined by arbitration or judicial process or otherwise mutually
agreed-upon by Seller and Buyer; provided, however, that the aggregate amount
which may be set-off hereunder shall not exceed the aggregate of the
indemnification amounts which may become due to Buyer.

         8.07 DEFENSE OF CLAIMS.

               (a) Should any claim, action or proceeding by or involving a
third party arise after the Closing Date for which a party hereto (the
"Indemnifying Party") has an indemnification obligation under the terms of this
Agreement, the other party (the "Indemnified Party") shall notify the
Indemnifying Party within a reasonable time after such claim, action or
proceeding arises and is known to the Indemnified Party (provided that the
failure to give timely notice shall not affect the right to indemnification
hereunder except to the extent that the Indemnifying Party is actually damaged
or prejudiced by such delay).

         The expenses of all proceedings, contests or lawsuits with respect to
such claims or actions shall be borne by the Indemnifying Party. If the
Indemnifying Party wishes to assume the defense of such claim or action, it
shall give written notice to the Indemnified Party stating that it intends to
assume such defense within 15 days after notice from the Indemnified Party of
such claim or action (unless the claim or action reasonably requires a response
in less than 15 days after the notice is given to the Indemnifying Party, in
which event it shall notify the Indemnified Party at least five days prior to
such reasonably required response date), and the Indemnifying Party shall
thereafter assume the defense of any such claim or liability, through counsel
reasonably satisfactory to the Indemnified Party, provided that the Indemnified
Party may participate in such defense at its own expense. The Indemnified Party
shall afford the Indemnifying Party's counsel designated by it and other
authorized representatives reasonable access during normal business hours to all
books, records, offices and other facilities and properties of the Indemnified
Party, and to the personnel of the Indemnified Party, and shall otherwise use
all reasonable efforts to cooperate with the Indemnifying Party, such counsel
and such other authorized representatives in connection with the exercise of the
rights of the Indemnifying Party pursuant to this

                                       31
<PAGE>

Section 8.07. The Indemnifying Party shall not settle or compromise an claim or
action without the written consent of the Indemnified Party (which consent shall
not be unreasonably withheld), unless an unconditional release of the
Indemnified Party has been obtained.

               (b) If the Indemnifying Party shall not assume the defense of, or
if after so assuming it shall fail to actively defend, any such claim or action:
(i) the Indemnified Party, after giving written notice to the Indemnifying
Party, may defend against any such claim or action in such manner as it may deem
appropriate, and (ii) the Indemnified Party may settle such claim or litigation
on such terms as it may deem appropriate (but not sooner than 15 days after
notifying the Indemnifying Party of such proposed settlement and the terms
thereof), and the Indemnifying Party promptly shall reimburse the Indemnified
Party for the amount of such settlement and for all expenses, legal and
otherwise, reasonably and necessarily incurred by the Indemnified Party in
connection with the defense against and settlement of such claim or action. If
no settlement of such claim or litigation is made, the Indemnifying Party shall
satisfy any judgment rendered with respect to such claim or in such action,
before the Indemnified Party is required to do so, and pay all expenses, legal
or otherwise, reasonably and necessarily incurred by the Indemnified Party in
the defense against such claim or litigation.

               (c) If a judgment is rendered against an Indemnified Party in any
action covered by the indemnification hereunder, or any lien attaches to any of
the assets of an Indemnified Party, the Indemnifying Party, immediately upon
such entry or attachment, shall pay such judgment in full or discharge such lien
unless, at the Indemnifying Party's expense and direction, an appeal is taken
under which the execution of the judgment or satisfaction of the lien is stayed.
If and when a final judgment is rendered in any such action, the Indemnifying
Party shall forthwith pay such judgment or discharge such lien before the
Indemnified Party is compelled to do so.

         8.08 ACCESS TO RECORDS. For a period of seven years after the Closing
Date, Buyer shall retain the books of account and other financial and accounting
records relating to the conduct of the Seller's business which are transferred
to it on and as of the Closing Date. At least 30 days prior to the end of such
period, or any subsequent retention period, Stockholder Executive shall notify
Buyer in writing whether it desires the further retention of any such records
for any longer period, and, in the event he desires any of such records to be
retained for any longer period, such records, at the option of Buyer, shall
either be retained by Buyer (in which case Buyer shall notify Stockholder
Executive of the proposed retention period), or promptly be shipped to
Stockholder Executive at Stockholder Executive's expense. Buyer shall permit
Stockholder Executive, from time to time, to inspect and copy such books of
account and other records at reasonable times and after providing written notice
to Buyer of its desire to so inspect.

                                       32
<PAGE>

         8.09 ACCOUNTS RECEIVABLE. In the event that, following the Closing
Date, Buyer receives any payment with respect to any account receivable listed
on Schedule 1.02(a), then Buyer shall immediately remit such payment to Seller.
Buyer shall have no collection responsibility with respect to any accounts
receivable retained by Seller. In case any dispute arises in the determination
of whether a payment in respect of an account receivable is properly the
property of a party hereto, reference shall be made to the invoices in respect
of which such payment was received as indicated on the obligor's check or the
correspondence included with such payments. Any payment received with no
designation of the invoice or invoices in respect of which such payment is to be
applied shall be applied to the invoices outstanding for the longest period of
time. In order to protect Buyer's interest in customer goodwill, Seller and the
Stockholder Executive agree to give notice to Buyer prior to taking legal action
against any customer of Buyer to collect any account receivable.

         8.10 NON-COMPETITION COVENANT OF STOCKHOLDER EXECUTIVE. In order to
assure that Buyer realizes the benefits of the transaction contemplated herein,
Stockholder Executive shall fully comply with the non-compete provision set
forth in Section 6.7 of the Employment Agreement.

         8.11 CESSATION OF BUSINESS OF SELLER. Seller and the Stockholder
Executive covenant and agree that as of the date immediately following the
Closing Date, Seller shall permanently cease all business activity of any kind,
except for the winding up of its business. Seller covenants and agrees that
during the winding up of its business, Seller shall not, directly or indirectly,
whether as principal, agent, trustee or through the agency of any corporation,
partnership, association or agent engage in a similar business as that of Buyer
or its affiliates within any jurisdiction in which Buyer or any of its
affiliates conducts business.

         8.12 PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. Neither the Seller, and
Stockholder Executive, on the one hand, or Buyer, on the other hand, shall issue
any press release or make any public announcement relating to the subject matter
of this Agreement without the prior written approval of the other party;
provided, however, that Buyer or its parent company may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities.

         8.13 CONSENTS TO ASSIGNMENT OF ASSIGNED CONTRACTS. Seller shall use its
best efforts to obtain such consents as may be necessary or appropriate to vest
in Buyer all of Seller's right, title and interest in and to all of the Assigned
Contracts, including without limitation the consents identified on Schedule
3.06, within thirty days following the Closing.

                                       33
<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.01 BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.

         9.02 NO ASSIGNMENT. This Agreement may not be assigned by either party
hereto without the prior written consent of the other party, provided, however,
that Buyer may assign its rights hereunder, in whole or in part, to any
corporation or other entity controlled by, controlling, or under common control
with Buyer, and Buyer or its assignee may assign their rights hereunder, in
whole or in part, to any purchaser of substantially all of the assets or
business of Buyer or Seller. Any attempted or purported assignment by either
party other than in accordance with this Section 9.02 shall be null and void.

         9.03 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and by any party on separate counterparts, each of which as so
executed and delivered shall be deemed an original but all of which together
shall constitute one and the same instrument, and it shall not be necessary in
making proof of this Agreement as to any party, hereto to produce or account for
more than one such counterpart executed and delivered by such party.

         9.04 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal substantive laws of the State of Florida
(without regard to conflict of laws principles thereof) as to all matters,
including but not limited to matters of validity, construction, effect,
performance and remedies.

         9.05 ARBITRATION; VENUE; ATTORNEY'S FEES. Any dispute, controversy or
claim arising out of or relating to this Agreement, or the breach, termination
or invalidity thereof, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. The
arbitrators shall have the power to deliver both legal and equitable remedies.
The place of arbitration shall be Miami-Dade County, Florida. Judgment on the
award may be entered in any court having jurisdiction. Notwithstanding the
provisions of this Section 9.05, if the dispute, controversy or claim relates to
the subject matter of Sections 8.05 or 8.10 of this Agreement, Buyer shall the
option of seeking relief through a court of competent jurisdiction located in
Miami-Dade County, Florida and each of the parties hereto expressly agrees to be
bound by such selection of jurisdiction and venue for purposes of such
adjudication. Each party (i) waives any objection which it may have that such
court is not a convenient forum for any such adjudication, (ii) agrees and
consents to the personal jurisdiction of such court with respect to any claim or
dispute arising out of or relating to this Agreement or the transactions
contemplated hereby and (iii) agrees that process issued out of such court or in
accordance with the rules of practice of such court shall be properly served if
served personally or served by certified mail or other form of substituted
service, as provided under the rules of practice of such court. In the event of
any suit, action or proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby the prevailing party thereunder shall be
entitled to

                                       34
<PAGE>

recover reasonable attorneys' and paralegals' fees (for negotiations, trials,
appeals and collection efforts) and court costs incurred in connection therewith
in addition to any other relief to which such party may be entitled. The
prevailing party shall be the party that prevails on its claim whether or not an
award or judgement is entered in its favor.

         9.06 SURVIVAL. Except as otherwise expressly set forth herein, the
representations, warranties, covenants, indemnities and agreements of the
parties to this Agreement contained herein or in any document delivered pursuant
to or in connection herewith shall survive the Closing and shall survive any
investigation by the other party.

         9.07 NOTICES. All notices, consents, requests, instructions, approvals
and other communications provided for herein and all legal process in regard
hereto shall be in writing and shall be deemed to have been duly given: when
delivered by hand; when delivered by facsimile (if written confirmation of
receipt of the facsimile is obtained from the party to be charged with notice);
five (5) days after being deposited in the United States mail, by registered or
certified mail, return receipt requested, postage prepaid; or on the second
business day after being sent (prepaid for next day delivery), via Federal
Express, DHL or other nationally recognized delivery service, as follows:

                  (a) TO BUYER. If to Buyer addressed to:

                           DFI Acquisition Corp.
                           1901 West Cypress Creek Road
                           Suite 201
                           Fort Lauderdale, FL 33309
                           Attn: Joseph Collard
                           Telecopier No.: 954-958-6880

                           with a copy to:

                           Holland & Knight
                           701 Brickell Avenue
                           Miami, FL 33131
                           Attention: Rodney H. Bell, Esq.
                           Telecopier No.: 305-789-7799

                  (b) TO SELLER AND THE STOCKHOLDER EXECUTIVE If to Seller
                  and/or Stockholder Executive addressed to:

                           Mark D. Solomon
                           72 Kingswood Drive
                           South Glastonbury, Connecticut 06073
                           Telecopier No.: 860-657-2250

                                       35
<PAGE>

                           with a copy to:

                           Updike, Kelly & Spellacy, P.C.
                           One State Street
                           P.O. Box 231277
                           Hartford, Connecticut 06123-1277
                           Attention: James M. Connor, Esq.
                           Telecopier No.: 860-548-2680

         Either party may designate a change in address at any time upon written
notice to the other party.

         9.08 AMENDMENT AND MODIFICATION. The Agreement may be amended, modified
or supplemented only by a written instrument executed by the party against whom
such amendment, modification or supplement is sought to be enforced.

         9.09 WAIVER OF COMPLIANCE. Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with any obligation,
covenant, agreement or condition herein may be waived by the party or parties
entitled to the benefits thereof only by a written instrument signed by the
party or parties granting such waiver, but any such waiver or the failure to
insist upon strict compliance with any obligation, covenant, agreement or
condition herein, shall not operate as a waiver of, or estoppel with respect to,
any subsequent or other failure or breach.

         9.10 INTERPRETATION. The table of contents and the article and section
headings contained in this Agreement are solely for the purpose of reference,
are not part of the agreement of the parties and shall not in any way affect the
meaning or interpretation of this Agreement. As used in this Agreement, the term
"person" shall mean and include an individual, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization or a governmental entity or
any department or agency thereof. As used in this Agreement, the term
"subsidiary", when used in reference to any other person, shall mean any
corporation of which outstanding securities having ordinary voting power to
elect a majority of the Board of Directors of such corporation are owned
directly or indirectly by such other person. As used in this Agreement, the term
"generally accepted accounting principles" means generally accepted accounting
principles as in effect and as applied in the United States. As used in this
Agreement, the term "affiliate" of a person means any person directly or
indirectly owning, controlling or holding with power to vote ten (10%) or more
of the outstanding voting securities of such other person; (ii) any person ten
(10%) or more of whose outstanding voting securities are directly or indirectly
owned, controlled, or held with power to vote, by such other person; (iii) any
person directly or indirectly controlling, controlled by, or under common
control with such other person; (iv) any officer, director, trustee or general
partner of such other person; (v) if such other person is an officer, director,
trustee or general partner, any person for which such other person acts in any
such

                                       36
<PAGE>

capacity; and (vi) the spouse of such other person, or any parent, grandparent,
brother, sister, niece or nephew of such other person, or any lineal descendant
of such other person, or the spouse of any such parent, grandparent, brother,
sister, niece, nephew or lineal descendant, or any entity controlled by any of
the foregoing. When used herein, the masculine, feminine or neuter gender and
the singular or plural number shall each be deemed to include the others
whenever the context so indicates or permits.

         9.11 ENTIRE AGREEMENT. This Agreement and the Related Agreements,
including the schedules, exhibits, documents, certificates and instruments
referred to herein and therein, embody the entire agreement and understanding of
the parties hereto in respect of any transactions contemplated by this Agreement
and the Related Agreements and supersede all prior agreements and understandings
between the parties with respect thereto.

         9.12 SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses, sections or subsections contained in this Agreement
shall not affect the enforceability of the remaining portions of this Agreement
or any part hereof, all of which are inserted conditionally on their being valid
in law, and, in the event that any one or more of the words, phrases, sentences,
clauses, sections or subsections contained in this Agreement shall be declared
invalid by a court of competent jurisdiction, this Agreement shall be construed
as if such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses, section or sections, or subsection or subsections had not
been inserted.

                                       37
<PAGE>

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

                                           SELLER:
                                           ------

                                           DFI ACQUISITION CORP.

                                           By:
                                              ---------------------------------
                                               Tom Hoshko
                                               President


                                           BUYER:
                                           -----

                                           MDS CONSULTING SERVICES, INC.

                                           By:
                                              ---------------------------------
                                               Mark D. Solomon
                                               President


                                           STOCKHOLDER EXECUTIVE:
                                           ---------------------

                                           Mark D. Solomon

                                       38